TIDMIPNT
RNS Number : 5547G
iPoint-media PLC
29 June 2012
IPOINT MEDIA PLC
(iPoint Media" or the "Company")
FINAL RESULTS
The Company announces its final results for the year ended 31
December 2011.
Chairman Robert Hayim commented: "The Company has been able to
retain its admission to the AIM market of the London Stock Exchange
as an investing company. The Company has today sent to shareholders
proposals to shareholders providing details of a placing, and
containing proposals for a capital reorganisation and a change in
investing policy."
FOR FURTHER INFORMATION, PLEASE CONTACT:
iPoint-media Plc
Simon Marks +972 (0)3 606 1600
Libertas Capital Corporate Finance Limited
Sandy Jamieson +44 (0)20 7569 9650
Rivington Street Corporate Finance Limited:
Jon Levinson / Tom Stockton +44 (0)20 7562 3365
CHAIRMAN'S STATEMENT
On 15 June 2012 the Company announced that it has conditionally
raised GBP250,000 through the placing of zero coupon secured loan
notes, which are convertible into new ordinary shares in the
Company (the "Placing"). The Placing is conditional on the Company
undertaking a capital reorganisation, which is subject to
shareholders' approval at the general meeting due to take place on
19 July 2012. It is intended that conversion of all the secured
loan notes will take place immediately following the capital
reorganisation, and, the secured loan notes will convert into
shares reflecting 81.2% of the enlarged, and fully diluted, share
capital of the Company. Further details of the Placing and the
capital reorganisation can be found in the circular to shareholders
dated 29 June 2012, a copy of which is available on the Company's
website: www.ipoint-media.co.uk.
Following the restructuring of the Company's debt and business
at the end of 2010, the Company has been focusing on its investment
policy, which is to seek to acquire or invest in companies in the
technology sector in Europe, the Far East and North America.
During the last financial year your Board has reviewed several
potential projects capable of fulfilling the Company's investment
criteria and to build shareholder value. Whilst several
opportunities were reviewed they either failed to meet the criteria
or it was not possible to conclude a transaction.
As announced in our last interim statement, under the terms of
AIM Rule 15, the Company had until 13 December 2011, being 12
months from the date on which the investment policy was approved by
shareholders, to implement its investment policy. As the investment
policy had not been implemented by this date, trading in the
Company's shares was suspended on 14 December 2011 and the Company
was provisionally suspended for six months, through to 14 June
2012. This meant that if the Company failed to undertake a reverse
takeover or otherwise implement its investment policy by 14 June
2012, the admission of the Company's shares on AIM would have been
cancelled.
Accordingly, as the offer of investment via the Placing was the
only viable way for the Company to retain its listing on AIM while
allowing an opportunity for the shareholders to retain a stake in
the Company going forward, the directors concluded that the best
course of action was to accept an investment via the Placing,
subject to receipt of shareholder approval to the resolutions being
proposed at the general meeting to take place on 19 July 2012.
If the Company had not accepted the offer of investment via the
Placing and if the resolutions proposed at the general meeting are
not approved, the only alternative would be for the Company to be
placed into liquidation.
Further details of the Placing and the capital reorganisation
can be found in the circular to shareholders dated 29 June 2012, a
copy of which is available on the Company's website:
www.ipoint-media.co.uk
Financials
The Company's focus is that of an investing company. During the
period under review the Company made a loss of GBP46,915 (2010:
loss of GBP993,746).
Outlook
The directors believe that the Company has met its objectives
and looks forward to a new life to be determined by the new board
to be appointed following the general meeting.
I would like to take this opportunity to thank the board and our
shareholders for their support throughout this transitional time
for the Company.
Robert Hayim
Acting Chairman
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 2010
Notes GBP GBP
Administrative expenses (46,915) (528,736)
Other income - 100,000
------------------- -------------------
Operating loss (46,915) (428,736)
Loss on disposal - (420,858)
Net finance costs 2 - (144,152)
------------------- -------------------
Loss for the year before taxation (46,915) (993,746)
Tax on loss on ordinary activities - -
------------------- ------------------
Net loss for the year (46,915) (993,746)
========== ==========
Loss per share- basic and diluted
4 (0.031)p (0.67)p
========== ==========
All recognised gains and losses are included
in the income statement.
BALANCE SHEET
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 2010
Notes GBP GBP
ASSETS
Non-Current assets
Fixed assets investments 5 49,900 49,900
Current assets
Other receivables 6 1,715 108,699
Cash and cash equivalents 7 1,589 8,732
----------------- ---------------------
3,304 117,431
----------------- ---------------------
TOTAL ASSETS 53,204 167,331
----------------- ---------------------
EQUITY AND LIABILITIES
Share capital and reserves
Issued capital 8 623,301 623,301
Share premium 3,729,817 3,729,817
Other components of equity - 372,973
Merger reserve 6,797,313 6,797,313
Retained earnings (11,108,724) (11,434,782)
----------------------- ------------------------
TOTAL EQUITY 41,707 88,622
---------------------- -------------------------
Current liabilities
Trade payables 9 11,497 78,709
----------------- ---------------------
TOTAL CURRENT LIABILITIES 11,497 78,709
----------------- ---------------------
TOTAL EQUITY AND LIABILITIES 53,204 167,331
======== ==========
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 2010
Notes GBP GBP
Cash flows from operating activities
Cash paid to suppliers (107,143) (265,811)
---------------------- -------------------
Cash absorbed by operations (107,143) (265,811)
Interest paid - (70,934)
Interest received - -
---------------------- -------------------
Net cash outflow from operating activities (107,143) (336,745)
---------------------- -------------------
Cash flows from financing activities
Proceeds from issue of shares - 161,335
Cash injection following restructuring 100,000 -
Proceeds from issue of loan notes - 519,002
Costs of shares issue - (53,978)
Exercise of share options - 5,134
Loan to subsidiary undertaking - (727,694)
-------------------- -------------------
Net cash inflow/(ouflow) from financing
activities 100,000 (96,201)
-------------------- -------------------
Net decrease in cash and cash equivalents (7,143) (432,946)
Cash and cash equivalents brought forward 8,732 441,678
-------------------- -------------------
Cash and cash equivalents carried forward 7 1,589 8,732
========== ==========
Represented by:
Cash balances 1,589 8,732
========== ==========
IPOINT MEDIA PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Other components
Share capital Share premium of equity Merger reserve Retained Earnings Total
GBP GBP GBP GBP GBP GBP
At 1 January 2010 593,933 3,577,075 448,175 6,797,313 (10,441,036) 975,460
Shares issued in
period for cash 23,240 138,095 - - - 161,335
Equity component of
loan notes - - 94,841 - - 94,841
Shares issued in
year for services 5,253 40,271 - - - 45,524
Share issue costs - (29,883) (24,095) - - (53,978)
Exercise of share
options 875 4,259 - - - 5,134
Share based
payments - - 26,508 - 26,508
Total comprehensive
loss for
the year - - (172,456) - (993,746) (1,166,202)
At 31 December 2010 623,301 3,729,817 372,973 6,797,313 (11,434,782) 88,622
Expiry of all
options - - (372,973) - 372,973 -
Total comprehensive
loss for
the year - - - - (46,915) (46,915)
At 31 December 2011 623,301 3,729,817 - 6,797,313 (11,108,724) 41,707
============= ============== ================ =============== ================== ===========
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
The financial information contained in this document does not
constitute statutory financial statements within the meaning of
section 434 of the Companies Act 2006. The figures for the year
ended 31 December 2011 have been
extracted from the audited statutory financial statements. The
financial statements for the year ended 31 December 2010 received
an unqualified auditors' report
2. Loss per share
The basic loss per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of shares in issue. There are no warrants and share options in
issue in the company.
The weighted average number of shares in 2011 2010
the year were:
Number Number
Basic 148,970,525 148,970,525
=========== =============
GBP GBP
Loss attributable to equity shareholders (46,915) (993,746)
========== ==========
Basic and diluted loss per share (0.031)p (0.67)p
========== ==========
3. Post balance sheet events
On 15 June 2012 the Company announced that it has conditionally
raised GBP250,000 through the placing of zero coupon secured loan
notes, which are convertible into new ordinary shares in the
Company (the "Placing"). The Placing is conditional on the Company
undertaking a capital reorganisation, which is subject to
shareholders' approval at the general meeting due to take place on
19 July 2012. It is intended that conversion of all the secured
loan notes will take place immediately following the capital
reorganisation, and, the secured loan notes will convert into
shares reflecting 81.2% of the enlarged, and fully diluted, share
capital of the Company. Further details of the Placing and the
capital reorganisation can be found in the circular to shareholders
dated 29 June 2012, a copy of which is available on the Company's
website: www.ipoint-media.co.uk.
4. Distribution of Annual Report
A copy of the Annual Report and Financial Statements, together
with a notice of the Annual General Meeting, will be sent to all
shareholders shortly. Further copies will be available from the
Company's registered address at Longmead House Brunton,
Collinbourne Kingston, Marlborough, Wiltshire SN8 3SE and from the
Company's website, www.ipoint-media.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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