RNS Number:7193S
Nettworx PLC
09 March 2007
9 March 2007
Nettworx PLC ("Company")
Audited results for the period ended 31 December 2006
The Board is pleased to present the results for the Company for the period from
incorporation on 4 October 2005 to 31 December 2006. In December 2005, the
Company published an Admission Document and raised #10,000,000 before costs, by
way of a placing and admission to trading on AIM a market operated by the London
Stock Exchange plc. In the statement with the interim results for the period to
30 June 2006, it was stated the Company was evaluating a number of acquisition
possibilities and this continued for the remainder of the period.
During the period under review, the subscription monies remained largely intact
other than requisite professional costs. This has continued during the current
financial period.
In the Admission Document, the stated investment strategy of the Company is to
acquire companies and businesses which could benefit from the convergence of
voice, video and data and fixed line and mobile networks.
In the period under review the Company has not made an acquisition and this has
remained so during the current financial period.
The Directors have been evaluating a number of potential acquisitions and have
conducted extensive due diligence. These transactions have not come to fruition
due to competitive third parties bids, no-agreement reached on pricing of a
transaction or material issues being uncovered in the due diligence process.
The Company intends to seek shareholders' approval at the Company's Annual
General Meeting to amend the strategy and allow the Company to invest in special
situations to include investments in companies where it does not necessarily
take 100% control.
Your Board is continuing to evaluate further possibilities and will keep
shareholders informed of any developments.
For further details please contact:
Nettworx PLC
Jonathan Rowland, Director
Tel +44 (0) 20 7087 7971
Canaccord Adams Limited
Mark Ashurst
Tel +44 (0) 20 7050 6500
PROFIT AND LOSS ACCOUNT
For the period ended 31 December 2006
Notes Period from
4 October 2005
to 31 December
2006
#
Operating expenses (293,480)
OPERATING LOSS (293,480)
Interest receivable 325,219
PROFIT ON ORDINARY ACTIVITIES BEFORE
TAXATION 1 31,739
Taxation 3 (9,522)
RETAINED PROFIT FOR THE PERIOD 9 22,217
PROFIT PER SHARE - Basic 4 0.02p
PROFIT PER SHARE - Diluted 4 0.02p
The operating profit for the period arises from the Company's continuing
operations. None of the activities of the Company were acquired or disposed of
during the period.
The Company has no recognised gains and losses other than the profit above and
therefore no separate statement of total recognised gains and losses has been
presented.
BALANCE SHEET
31 December 2006
Notes 2006
#
CURRENT ASSETS
Debtors 5 1,275
Cash at bank and in hand 9,565,931
9,567,206
CREDITORS: Amounts falling due within one year 6 (36,501)
NET CURRENT ASSETS 9,530,705
TOTAL ASSETS LESS CURRENT LIABILITIES 9,530,705
CAPITAL AND RESERVES
Called up share capital 7 1,110,000
Share premium account 8 8,398,488
Profit and loss account 9 22,217
EQUITY SHAREHOLDERS' FUNDS 9,530,705
CASH FLOW STATEMENT
For the period ended 31 December 2006
Notes 2006
#
Cash flow from operating activities 11a (267,776)
Returns on investments and servicing of finance 11b 325,219
CASH OUTFLOW BEFORE FINANCING 57,443
Financing 11b 9,508,488
INCREASE IN CASH IN THE PERIOD 11c 9,565,931
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2006
#
Increase in cash in the period 9,565,931
NET FUNDS AT 4 OCTOBER 2005 -
NET FUNDS AT 31 DECEMBER 2006 9,565,931
ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.
DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the Company's taxable profits and its
results as stated in the financial statements.
Deferred tax is measured at the tax rates which apply in the periods in which
timing differences are expected to reverse, based on tax rates and laws that
have been enacted or substantially enacted by the balance sheet date. Deferred
tax is measured on a non-discounted basis.
FINANCIAL INSTRUMENTS
Financial Instruments are classified and accounted for, according to the
substance of the contractual arrangement, as either financial assets, financial
liabilities or equity instruments. An equity instrument is any contract that
evidences a residual interest in the assets of the Company after deducting all
of its liabilities.
COMPARATIVES
The Company was incorporated on 4 October 2005. As this is the first set of
accounts there are no comparatives listed.
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 December 2006
1 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2006
#
Profit on ordinary activities before taxation is stated
after charging:
Auditors' remuneration for audit services 12,000
In addition, Auditors' remuneration for other services supplied pursuant to the
Company's admission to trading on AIM totalled #27,500. These costs have been
charged to the share premium account as share issue costs.
2. EMPLOYEES 2006
No.
The average monthly number of persons (including Directors) employed
by the Company during the period was:
Office and management 4
===
2006
#
Staff costs for above persons
Wages and salaries 167,160
Social security costs 16,984
184,144
===
TAXATION 2006
#
Current tax charge 9,522
===
Factors affecting the tax charge for the period
Profit on ordinary activities before taxation 31,739
=====
Profit on ordinary activities before taxation at the standard rate of
UK Corporation Tax of 30% 9,522
-----
Current tax charge 9,522
=======
4 PROFIT PER SHARE
The calculation of profit per share is based upon the profit after taxation of
#22,217 and on 111,000,000 being the weighted average number of ordinary shares
in issue during the period.
The warrants have an exercise price above the fair value of the Company's shares
and hence are non-dilutive.
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 December 2006
5 DEBTORS 2006
#
Due within one year:
Prepayments and accrued income 1,275
1,275
===
6 CREDITORS: Amounts falling due within one year 2006
#
Trade creditors 12,879
Corporation Tax 9,522
Accruals and deferred income 14,100
36,501
===
7 SHARE CAPITAL 2006
#
Authorised:
5,000,000,000 ordinary shares of 1p each 50,000,000
Allotted, issued and fully paid:
111,000,000 ordinary shares of 1p each 1,110,000
Share issues:
The Company was incorporated on 4 October 2005 with authorised share capital of
100,000 ordinary shares of #1 each of which one share were allotted at par on
incorporation nil paid
On 11 November 2005, the authorised share capital was increased to #50,000,000
by the creation of 49,900,000 ordinary shares of #1 each.
Each ordinary share of #1.00 each were sub divided into 100 Ordinary shares of
1p each creating 5,000,000,000 ordinary shares of 1p
On 2 December 2005 the Company issued, credited as fully paid 9,999,900 ordinary
shares of 1p each at par for cash consideration.
On 15 December 2005, the Company issued 1,000,000 ordinary shares of 1p each at
par.
On 21 December 2005, the Company allotted 100,000,000 ordinary shares of 1p each
at 10p per share for total cash consideration of #10,000,000 and the Company's
shares were admitted to trading on AIM on 21 December 2005.
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 December 2006
7 SHARE CAPITAL (Cntd)
Share warrants:
On 15 December 2005, the Company issued 11,000,000 warrants. Each warrant gives
the right to subscribe for one ordinary share at a price of 10p per share. These
warrants are exercisable from 15 December 2005 to 15 December 2015. No warrants
have been exercised.
8 SHARE PREMIUM ACCOUNT 2006
#
Premium on allotments during the period 9,000,000
Expenses in connection with share issue (601,512)
-----
At 31 December 2006 8,398,488
9 PROFIT AND LOSS ACCOUNT 2006
#
Profit for the financial period 22,217
---
At 31 December 2006 22,217
10 RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS 2006
#
Profit for the financial period 22,217
-----
22,217
New share capital issued net of costs 9,508,488
-----
Net addition to equity shareholders' funds 9,530,705
Opening equity shareholders' funds -
-----
Closing equity shareholders' funds 9,530,705
11 CASH FLOWS 2006
#
A Reconciliation of operating profit to net cash flow from
operating activities
Operating loss (293,480)
Increase in debtors (1,275)
Increase in creditors 26,979
Net cash flow from operating activities (267,776)
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 December 2006
11 CASH FLOWS (Cntd) 2006
#
B Analysis of cash flows for headings netted in the
cash flow
Returns on investments and servicing of finance
Interest received 325,219
Net cash inflow from returns on investments and 325,219
servicing of finance
Financing
Issue of ordinary share capital 10,110,000
Expenses paid in connection with share issue (601,512)
Net cash inflow from financing 9,508,488
C Analysis of net funds At Cash flow At
4 October # 31 December
2005 2006
# #
Cash in hand, at bank - 9,565,931 9,565,931
=== === ===
12 FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash, debtors and creditors that
arise from its operations. All debtors and creditors are due to be settled
within one year and have been excluded from the following disclosures.
The Company has not traded in any financial instruments throughout the period
under review. The main risk arising from the Company's financial instruments are
interest rate risk. The board reviews and agrees its policies are managing this
risk which is summarised below.
Interest rate risk
The Company earns interest on its surplus cash held on bank deposits at variable
market rates.
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 December 2006
Fair value of financial instruments
There is no material difference between the fair value and book value of the
Company's cash.
13 RELATED PARTY TRANSACTIONS
The Company was charged by Rowland Capital (C.I.) Limited during the period
#12,000 for the provision of accountancy and secretarial services.
Rowland Capital (C.I.) Limited is controlled by the trustees of The Rowland
Purpose Trust 2001. Mr J Rowland is a discretionary beneficiary of a trust that
has the same trustees as The Rowland Purpose Trust 2001.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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