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| Share Name | Share Symbol | Market | Stock Type |
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| Addleisure | ADE | London | Ordinary Share |
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| 0.00 | 0.00% | 1.25 | 01:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
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| 1.25 | 1.25 |
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Posted at 12/1/2011 15:51 by envirovision Indium mining in Canada. |
Posted at 18/7/2007 14:11 by isis To my mind all they did was get some financing from BUPA, which is quiet complicated as BUPA will wholly own two of their products.I think because no one really understands the deal they have got a bit carried away, as usually happens with these things. Don't forget ADE had little dosh left anyway! |
Posted at 22/6/2007 09:07 by isis The statement does'nt mention anything about revenues or profits going forward - just that BUPA has bought a stake and some bits of the Company.You could also argue they were running out of money and its a Re-finance diguised as something else? ADDleisure PLC 22 June 2007 ADDleisure plc / Ticker: ADE.L / Index: AIM / Sector: Leisure 22 June 2007 ADDleisure plc ('ADDleisure' or 'the Company') Signs £6.7m deal with BUPA ADDleisure, a market leader in health and leisure products and services innovation, announces that BUPA, through its subsidiary BUPA Finance Plc ('BUPA'), has conditionally agreed to subscribe for a 29.9% stake in the Company through a £3.0 million investment by way of a subscription of 60,600,000 new ordinary shares of 0.5 pence each ('Ordinary Shares') at a subscription price of 5 pence per share. BUPA has also conditionally agreed to make a further equity investment of £3.7 million to acquire a 50% equity stake in ADDleisure's wholly-owned subsidiary, ADD Wellness Holdings Limited ('Midco'), which, following an internal re-organisation and the acquisition of certain minority interests by the Company ('the Reorganisation'), will wholly own two product and service propositions: Fitbug Limited ('Fitbug') and Movers and Shapers Limited ('Movers & Shapers'). As part of the agreement, BUPA will be allowed to appoint a Non- executive Director to the board of ADDleisure. These two subscriptions by BUPA are, inter alia, conditional on the Reorganisation having completed before 17 August 2007. Following completion of the Reorganisation, application will then be made by the Company for the 60,600,000 new Ordinary Shares which are to be issued to BUPA to be admitted to trading on AIM. In addition, under the terms of an option agreement between the Company and BUPA to be entered into on completion, BUPA will be granted a right to subscribe for further new Ordinary Shares (at a subscription price equal to the prevailing market price of an Ordinary Share for the relevant preceding 20 business days) in order to maintain its 29.9% interest in the Company. The option is only exercisable should any warrants or options in issue (or capable of being issued under the Company's existing warrant instrument) at the date of the option agreement, together with the employee option to be granted and detailed further below, be exercised. The agreement will enable ADDleisure to further develop its key products and services - including Fitbug, Movers & Shapers and Ez-Book - and accelerate its expansion into the positive health and wellness territory, currently one of the fastest growing areas of the industry. ADDleisure's founders are some of the leisure industry's best-known entrepreneurs: David Turner, co-founder of LA Fitness; Allan Fisher, founder of Holmes Place; and David Cummin, founder of the software company Membertrack. Michael Warshaw, former Chairman of Molton Brown, is a shareholder in and a consultant to the Company. In tandem with the support of BUPA, the Directors aim to strengthen and develop ADDleisure's position in the corporate and consumer healthcare markets, where individuals are becoming more interested in proactive health management through improved nutrition, wellbeing and increased exercise. ADDleisure CEO David Turner said: 'ADDleisure was formed to provide innovative health and wellbeing concepts to inspire individuals to take more responsibility for their health. The Fitbug and Movers & Shapers propositions, developed in-house by our team of experts, are proven wellbeing concepts that have received very positive feedback. 'This deal not only endorses our strategy and product base but also gives ADDleisure a powerful, long term strategic partner in BUPA, with whom we can deliver these and other innovative products and services into the expanding wellbeing market. BUPA provides us with additional know-how and financial resource to enable us to fulfil our objective of becoming a leading investor in and provider of health and leisure products and services to both the UK market and overseas.' BUPA Insurance Managing Director Fergus Kee said: 'We see this partnership as an important step in allowing us to increase our focus on positive health and wellness, whilst also retaining our market leading position in the care and treatment of ill health. The combination of ADDleisure's management team and unique products and services together with our breadth of experience in the health and care industry will help us target new opportunities. 'The Government's White Paper Choosing Health: making healthier choices easier puts the onus firmly on individuals to take more responsibility for their health and wellbeing. It also suggested that the workplace represented the ideal platform on which to promote its welfare reform agenda. The independent sector has a crucial role to play in this arena.' On completion, BUPA together with David Turner, David Cummin, and Allan Fisher (being directors of the Company) will each enter into lock-in agreements in favour of the Company, and where relevant BUPA, not to dispose of any of the Ordinary Shares registered in their respective names, save for limited circumstances, for a period of 24 months from completion and thereafter, for a further 12 months, to only deal with their holdings of Ordinary Shares in an orderly manner with a view to the maintenance of an orderly market in the Ordinary Shares. Prior to 17 August 2007 the Company will acquire the minority interests in its subsidiary company Fitbug, which currently equals 25 per cent. of Fitbug's issued share capital, in consideration for the issue and allotment of 2,500,000 new Ordinary Shares, in aggregate, at an issue price of 5 pence per share and the Company will also acquire the minority interests in its subsidiary Movers & Shapers Limited, which currently equal 10 per cent. of Movers & Shapers issued share capital, in consideration for the issue and allotment of 10,000,000 new Ordinary Shares, in aggregate, at an issue price of 5 pence per share ('the Reorganisation'). The Company will make application on or before 17 August 2007 for the admission to trading on AIM of the 12,500,000 new Ordinary Shares which are to be issued as the consideration payable by the Company for the Reorganisation. In addition, the Company will grant employee options to subscribe up to 8,201,389 new Ordinary Shares, at a subscription price of 5 pence per share ('the Option'). The Option vests two years after grant subject, in part, to certain performance criteria. Details of the BUPA agreement 1. On 21 June 2007 the Company entered into a conditional subscription agreement with BUPA Finance Plc, a subsidiary of The British United Provident Association Limited, ('the Agreement') whereby conditional on, inter alia, the Reorganisation, occurring on or before 17 August 2007, BUPA would subscribe for 60,600,000 new Ordinary Shares at 5 pence per share and in addition, would also subscribe for 36,700,000 new ordinary shares of 10 pence each in Midco ('Midco shares') at a subscription price of 10 pence per share. 2. Under the terms of the Agreement the Company has given certain warranties in favour of BUPA as regards the Company and its subsidiaries and other related matters and has given certain undertakings in relation to the period prior to completion. 3. Under the terms of the Agreement it has been agreed that on completion BUPA and the Company will enter into a shareholders' agreement to govern their relationship as equal shareholders in Midco. 4. Under the terms of the Agreement it has also been agreed that on completion: 4.1 BUPA will be allowed to appoint a Non-executive Director to the board of ADDleisure; 4.2 an option agreement to be entered into pursuant to which BUPA will also be granted a right to subscribe for further new Ordinary Shares (at a subscription price equal to the prevailing market price of an Ordinary Share for the relevant preceding 20 business days) if any of the warrants (including warrants capable of being issued under the Company's existing warrant instrument) or options to subscribe for Ordinary Shares which are in issue at the date of the Agreement are exercised. In addition, the company has undertaken to seek shareholder approval to issue and allot the maximum number of Ordinary Shares under the option at its next general meeting; 4.3 BUPA together with David Turner, David Cummin, and Allan Fisher will enter into lock-in agreements in favour of the Company, and where relevant BUPA, not to dispose of any of the Ordinary Shares registered in their respective names as at the date of the Agreement becoming unconditional, save for limited circumstances, for a period of 24 months from completion and thereafter, for a further period of 12 months, to only deal with their holdings of Ordinary Shares in an orderly manner with a view to the maintenance of an orderly market in the Ordinary Shares. Details of the Reorganisation 1. The Company will acquire the minority shareholders' interests in Movers & Shapers from Michael Warshaw and others for consideration of £500,000 to be satisfied by the issue and allotment, credited as fully paid, of 10,000,000 new Ordinary Shares at an issue price of 5 pence per share. In addition the option agreement between the Company and Michael Warshaw and others as regards their holding of shares in Movers & Shapers dated 31 July 2006 will be surrendered; 2. The Company would then sell its entire holding of 500,000 ordinary shares of £1 each in the capital of Movers & Shapers to Midco in exchange for the issue and allotment to it of 33,363,626 Midco shares, credited as fully paid; 3. The Company would then acquire the 75 per cent. holding of its subsidiary ADDleisure 2004 Limited in Fitbug for consideration of £375,000 (such monies to remain outstanding on inter-company loan account); 4. The Company would then acquire the minority shareholders' interests in Fitbug (being 25 per cent. of the issued shares in Fitbug) from Paul Landau and others for consideration of £125,000 to be satisfied by the issue and allotment, credited as fully paid, of 2,500,000 new Ordinary Shares, in aggregate, at an issue price of 5 pence per share; 5. The Company would then sell its entire holding of 1,440 ordinary shares of £1 each in the capital of Fitbug to Midco in exchange for the issue and allotment to the Company of 3,336,364 new Midco Shares, credited as fully paid; 6. The issued share capital of Midco following completion of the Reorganisation and prior to the subscription by BUPA will be 36,700,000 ordinary shares of 10 pence each. * * ENDS * * For further information visit www.addleisure.com or contact: Ben Margolis ADDleisure Plc Tel: 020 7449 1000 Mark Percy/Liam O'Donoghue Seymour Pierce Tel: 020 7107 8000 Isabel Crossley St. Brides Media & Finance Ltd Tel: 020 7242 4477 About ADDleisure plc Floated on AIM in October 2004, ADDleisure believes that the increase in awareness of the importance of physical health and well-being has resulted in an opportunity to develop and promote new highly differentiated offerings to the health and leisure sectors. It has three key investments: Fitbug Limited, developers of an online personal health and well-being coach; Digital Plantation Limited, developers of Ez-Book intelligent booking software; and Movers and Shapers Limited, a groundbreaking retail concept for health and fitness services. The Company has a highly experienced management team including Allan Fisher, founder and former CEO of Holmes Place plc; David Turner, founder and former director of LA Fitness plc; and David Cummin, founder and former director of Membertrack Limited, a leading club membership software provider. Additionally, Michael Warshaw, former Chairman of Molton Brown, is a consultant to the Company. About BUPA BUPA is the UK market leader in health and care with a strong international presence. Established in 1947, it has over 8 million customers in 190 countries and 46,000 employees. Its main interests are health insurance, hospitals, care homes for older people and young disabled, health assessments, workplace health and childcare services. BUPA Travel offers a bespoke travel insurance service. Sanitas in Spain, HBA in Australia, IHI in Denmark and AMEDEX in the US are all part of the BUPA Group which also has centres in Hong-Kong, Thailand and Saudi Arabia. BUPA is a company limited by guarantee and does not have any share capital. As a result, it can focus on its customers, helping then to live longer, healthier lives and can reinvest all of its profits to do this - this is the dividend that BUPA provides. This information is provided by RNS The company news service from the London Stock Exchange |
Posted at 22/6/2007 09:02 by mjcrockett isis, you can be pretty sure that BUPA will have thought of that. A company of their size and stature will not have invested nearly £7m without a very good reason. To start with BUPA have millions of customers to whon they can promote these products.The interesting question is what value the market now gives the company. It will have 200m shares with BUPA's contribution, giving ADE a market cap of £11m at 5.5p. The company will now have BUPA's cash, but only half of ADD Wellness (Fitbug + Movers & Shapers). However, ADD Wellness must be worth a lot more as a BUPA joint venture than as a stand alone company. My guess is that the shares will settle around 6 to 7p, but who knows. MJ |
Posted at 22/6/2007 08:22 by gemini99 WST hold 22M shares in ADE. Doesnt look like anyone has picked up on that yet. |
Posted at 25/4/2007 07:56 by lord santafe Excellent looking results despite higher losses - Will these double today I wonder?.Addleisure Interim Results RNS Number:4356V ADDleisure PLC 25 April 2007 ADDleisure plc / Ticker: ADE.L / Index: AIM / Sector: Leisure 25 April 2007 ADDleisure plc ('ADDleisure' or 'the Company') Interim Statement ADDleisure Plc, the AIM traded company formed to develop products and services in the health and leisure sectors, announces its results for the six months ended 31 January 2007. Overview * Existing investments making significant progress * Movers & Shapers set for expansion following the successful launch of the brand * Fitbug well positioned to benefit from increasing consumer awareness of the importance of healthy living and the shifting responsibility towards corporates and public bodies for encouraging individuals to take appropriate action * Ez-Book increasing market penetration having won a number of new contracts * Considerable prospects for companies involved in the wellness market Chairman's Statement It gives me great pleasure to report on the Company's progress towards fulfilling its objective of becoming a leading investor in and provider of health and leisure products and services to consumers and organisations in both the public and private sectors. We are operating in an extremely exciting sector with health and wellness being a top criterion driving consumers' spending habits; in Europe alone the wellness market is now worth around #140 billion annually. ADDleisure's team has for some time been acutely aware of the health problems facing the western world and has reacted accordingly through investment in pioneering technology and services. Our position as a first mover in this market is now standing us in good stead as companies increasingly look to focus on wellness. During the period under review, we have continued to develop our existing investments, improving core products and services whilst establishing new market opportunities. We have an experienced team to drive the business forward and deliver on these opportunities. Our products and services are innovative, have significant potential and the market reaction is encouraging. Your Directors are now in discussions on a number of fronts with powerful, long-term strategic partners relating to the funding of the Group and moving the concepts of Fitbug and Movers & Shapers to a new level. Financial Performance In line with the Board's expectations, the results for the six months to 31 January 2007 show turnover up 14% to #586,000 (2006: #516,000) and a loss for the period of #705,000 (2006: loss of #325,000). It should be noted that turnover for the same period last year included #157,000 in respect of license fees and product sales as part of our terminated agreement with Brunswick New Technologies Inc. Comparable turnover is up 63%. Since the period end, the Directors have made a facility of #100,000 available to the Company. The Board is not recommending a dividend. Investments Fitbug Limited ("Fitbug") (75% stake) Fitbug, "your online personal health and well-being coach", continues to make significant progress. By combining interactive tracking devices and web technology to measure activity and key health indicators, Fitbug is able to provide personal feedback to members, increasing motivation towards a healthier lifestyle. Fitbug's marketing and sales strategy is aimed at increasing its exposure to the UK consumer and corporate markets. In the last six months, Fitbug has seen strong sales growth through its three-year agreement with PruHealth, a leading innovative private medical insurance provider. PruHealth customers who sign up to Fitbug may receive a reduction in future premiums or cash back based on achievement of certain activity levels as measured by Fitbug. With PruHealth's scheme being adopted by an increasing number of companies, we believe there will be an opportunity to leverage our relationship to deliver Fitbug's comprehensive corporate health and well-being programme to companies on the scheme. Furthermore, Boots recently announced the launch of Boots Health Insurance, its first private health insurance product, in partnership with PruHealth. The product will be available to shoppers in its 1,500 stores, greatly increasing the exposure of Fitbug. The Company continues to develop its core technology and version three (V3) of the website was recently launched with significant enhancements to the user interface. As well as providing more opportunities for member engagement, V3 features a greatly enhanced nutrition section together with the ability to track other activities such as swimming and cycling alongside walking. We believe that the improved user experience will increase usage of the service and help us to retain members for longer. Digital Plantation Limited ("Digital") (50.2% stake) Digital's intelligent management software, Ez-Book, continues to deliver booking and resource management solutions to the leisure industry. Like-for-like turnover was up over 50% on last year as a result of public and private sector wins. Additionally, existing customers such as M-Spa's Mandara spa brand and Hollywood Bowl continue to create new sales opportunities as a result of organic growth. Since the period end, Digital has won a contract to install Ez-Book at SK:N clinics, the national network of specialist skin and body clinics backed by Graphite Capital, the private equity fund. SK:N currently operates from 20 locations and has an exciting pipeline of potential sites. This contract significantly widens our market appeal and takes Ez-Book into the clinical market for the first time. Movers and Shapers Limited ("Movers & Shapers") (90.0% stake) As part of its commitment to focus on consumers' increasing desire for more accessible health and fitness facilities, Movers & Shapers has created a groundbreaking retail concept for health and fitness services. Offering personalised training to the public, Movers & Shapers provides an intimate and non-intimidating environment offering a fast-track fitness programme to consumers, focussed on body shape and fitness and uniquely combining Power Plate and Fitbug technologies. The first branded studio opened in Stanmore, North London at the end of the period under review. Trading has been buoyant and we are encouraged by its early success. Our original Crawford Street site is being successfully run as a Power Plate studio whilst management consider its suitability for conversion to the new brand. We have established three formats to roll-out the Movers & Shapers brand: owned high street studios, franchise studios and in-store concessions. We believe there to be significant opportunities to expand the brand by taking space in existing retailers and are vigorously pursuing such opportunities. A studio was opened in central Hong Kong in December 2006 as part of our joint venture agreement with a local party in Hong Kong. This has generated significant local interest and will serve as a base from which the Company can expand the brand into Asia through the establishment of a franchise business. Finally, I would like to thank all of our staff for their hard work in bringing the Group to this stage, and our shareholders for their continued support. I look forward to the coming months with increasing confidence. |
Posted at 24/1/2007 17:05 by sealed The Dept of Health press release says it's the British Heart Foundation managing the trial, not ADE. |
Posted at 19/1/2007 16:18 by 2020hindsight Blimey. That's not a bad placing for ADE. OK, so the directors took 5mil out of the 8.3mil. Who took the rest, and more importantly what was it that convinced them that spending £100K on shares that far above current market price was a good investment ? |
Posted at 14/11/2006 10:30 by 2020hindsight Results RNS : ADDleisure PLC 14 November 2006 ADDleisure plc / Epic: ADE.L / Index: AIM / Sector: Leisure 14th November 2006 ADDLEISURE PLC ('ADDleisure' or 'the Company') FINAL RESULTS ADDleisure plc, the AIM traded company formed to develop products and services in the health and leisure sectors, announces its final results for the year ended 31 July 2006. Chairman's Statement I am delighted to report on the Company's progress towards fulfilling its objective of becoming a leading investor in and provider of health and leisure products and services. During the period under review we have:- continued to devote time and energy into developing our existing investments; established further key relationships with blue-chip companies; strengthened our team; and developed innovative concepts. We also realised our investment in Liberation Fitness Systems making a healthy return through the sale of our stake, which we feel underpins our ability to identify investment opportunities. Importantly, since the period end, we have launched new products and initiatives through both our Fitbug and Digital Plantation subsidiaries and excitingly opened our first Movers & Shapers centre in London's West End. A second London site will open next month as will our first centre in Hong Kong. These developments underpin our vision of leveraging our combined management experience in the sector in order to develop market-leading products and services to both the consumer and business sectors against a background of continuing focus on the nation's health issues. Financial Performance Our three businesses remain in an early stage of development. Nevertheless, I am pleased to report an increase in turnover to £0.9 million from £0.3 million in the previous year. Operating losses have widened as we continue to build the infrastructure to support our developing market opportunities. The directors do not recommend the payment of a dividend. Investments Fitbug Limited ("Fitbug") (75% stake): Fitbug, a developer of online personal health and well-being services, continues to gain recognition within the health, leisure and corporate sectors as an innovator of serious alternatives to conventional fitness offerings. Fitbug combines interactive tracking devices and web technology to measure activity and health indicators, provide feedback and motivate the user towards a healthier lifestyle. In June we signed a three year agreement with PruHealth, a leading innovative private medical insurance company. PruHealth, a joint venture between Prudential UK and Discovery of South Africa, offers a unique form of health insurance which rewards members with lower private medical insurance premiums for taking care of their health. For PruHealth customers, using Fitbug can lead to a reduction in future premiums or cash back. PruHealth subsidise the purchase of the Fitbug Members Pack and pay members' monthly subscription fees. Sales of PruHealth's private medical insurance product remain very strong, with nearly 80,000 individuals now covered and we have been encouraged by initial adoption of the Fitbug service. During the year Fitbug has continued to invest in the development of a range of alternative and complementary tracking devices to integrate with its web services, including the "Fitbug Lab", developed in conjunction with a USA-based leader in the design of networked, self-service technologies. The Fitbug Lab is a self-service kiosk, which conducts discreet health checks quickly and unobtrusively, gathering key health information from the user including weight, blood pressure, body fat percentage, resting heart rate and Body Mass Index. Data from the Fitbug Lab can be automatically uploaded to members' personal web pages at fitbug.co.uk, enabling users to keep track of key health indicators over time and allowing data transfer to health professionals. Fitbug Lab will be marketed to corporate, retail and professional health sectors during 2007. In November 2005, Fitbug granted a licence to Brunswick New Technologies' ('BNT'), a unit of Brunswick Corporation (NYSE: BC), to market Fitbug in the USA. BNT moved aggressively to launch the programme by establishing the required infrastructure to facilitate sales, marketing and distribution of Fitbug. In April, Brunswick Corporation announced plans to sell BNT as it was not one of its core business segments, resulting in Fitbug's contract with BNT being terminated. With much of the infrastructure in place including a fully developed USA website and interesting new business prospects, we are now looking for a new partner in the USA to take advantage of the opportunities available. Version 3 of fitbug.co.uk is currently under development and will go live in January 2007 with a significantly enhanced user interface. Following a year of intense development effort, the Company is looking to grow direct sales to consumers in the coming year, capitalising on Fitbug's enhanced profile gained through increased media exposure such as Channel Five's Diet Doctors series whilst further penetrating the market for corporate employee health and well-being services. Digital Plantation Limited ("Digital") (50.2% stake): Digital's intelligent management software, Ez-Book facilitates advanced booking functionalities, utilising various mediums including the web and SMS messaging, to improve the operating efficiency of customer-facing businesses. Ez-Book allows operators to maximise profitability whilst improving customer service through excellent customer relationship management. During the year we continued to develop the Ez-Book product for the leisure sector. We recently launched three versions of the software in response to market demand to improve accessibility for businesses with differing levels of operating complexity. Our three products are as follows:- EZLITE - A functional site management system for the smaller business that allows effective intelligent resource management of all staff and site areas containing a booking and till system so as to maximise yield. Typically utilised by personal training businesses and health and beauty salons. EZTRACK - An intelligent hybrid of prospecting and CRM systems, encompassing all booking functionalities within a member/client database, allowing effective cash /subscription management, access control and retention capacities with a bespoke data interrogation capacity. Developed for single site and small chain leisure operators including spas and gyms. TOTAL SOLUTIONS - A total site management system incorporating all aspects of membership management, booking and payment systems, stock evaluation and control, linked to a bespoke reporting tool that allows total yield and resource management functionality. Total Solutions has been developed for multi-site leisure venue operators and smaller operators looking for a sophisticated system. Ez-Book has been successfully marketed both in the UK and internationally to a wide range of spas, health clubs and entertainment venues and during the year we signed agreements with leading operators including Mitchells and Butlers plc, which is using Ez-Book at its Hollywood Bowl venues. We are confident in our ability to become a preferred supplier of software services within the sector and have recently added to our sales team accordingly. Furthermore, we are encouraged by the pipeline of new business opportunities for our products. Liberation Fitness Systems Limited ("Liberation"): As a result of the merger between Liberation, Power Plate International BV and Power Plate North America Inc. in February 2006 we realised US$608,000 on the sale of our 41.8% stake in Liberation representing a 240% profit on our original investment. We continue to enjoy an excellent relationship with the newly formed entity, which is enabling us to use Power Plate technology in our new Movers & Shapers centres. Movers and Shapers Ltd ("Movers & Shapers" - previously In Moments Limited) (90% stake): In July we acquired a 90% stake in In Moments Limited, now Movers and Shapers, a company formed to develop and exploit new health and fitness related retail opportunities. Movers & Shapers is creating a groundbreaking retail concept for health and fitness services through its new shape and vitality centres. Offering personalised training to the public, these centres will offer comprehensive fitness services featuring both cardio-vascular and resistance programmes, combining our own Fitbug technology ("movement") and Power Plate equipment ("shape"). Ez-Book software is being utilised at each site to maximise operating efficiency and facilitate excellent customer service. Centres will be approximately 600 - 1,000 square feet and conveniently located on the high street or within existing retail stores. Compared to conventional health club settings, our Movers & Shapers centres offer an intimate and non-intimidating environment. Requiring just two short sessions per week, the initiative offers a fast track fitness programme to consumers focussed on body shape and fitness. This new concept further highlights our commitment and ambition to focus on consumers' increasing desire for more accessible health and fitness facilities. We opened our first centre in the UK in Crawford Street, London, W1 last month, and will open our next centre in Stanmore, North West London, shortly. Initial feedback has been highly encouraging. Since the year end, we have entered into a joint venture agreement with a local party in Hong Kong to gain access to the Hong Kong/Chinese market. Our first centre in Central Hong Kong will open shortly. The Team We were delighted to appoint Michael Warshaw as a consultant to the Company following the acquisition of In Moments Limited. Michael's track record in consumer-facing businesses, most recently through Molton Brown, speaks for itself and his knowledge and focussed approach is proving invaluable across all our divisions. In Moments was acquired for consideration of the issue of 11.25 million new ordinary shares in the Company at an issue price of 5 pence per share and the grant of 3.5 million warrants to subscribe new ordinary shares, exercisable at 5 pence per share. At the time of the acquisition In Moments had net assets of £0.5 million made up wholly of cash. Since the year end we have also appointed a new Chief Operating Officer in Digital who is focussed on streamlining process and managing the project delivery and support teams through the next stage of growth. Such a role will be pivotal as we turn current leads into sales to ensure efficient and excellent service delivery to our clients. Prospects The public's increasing awareness of body image, together with escalating political and social awareness and debate around obesity, continues to drive the demand for health and fitness products and services. With its exciting portfolio of investments and highly experienced and innovative team, I believe that your Company remains well positioned to take advantage of the significant potential within the sector. Looking forward, we have a number of new initiatives underway focussed towards the retail and corporate markets and we are looking at different options to strengthen the balance sheet to take advantage of such opportunities. I believe that, following an extended development phase, the next 12 months will see increasing levels of activity across all our divisions, and I look forward to updating shareholders again in the near future. Finally, I would once again like to sincerely thank all our staff for their continued hard work and our shareholders for their ongoing support. Allan Fisher Chairman 14 November 2006 Consolidated profit and loss account For the year ended 31 July 2006 Note Acquisitions and total 2005 2006 £'000 £'000 Turnover 852 285 Cost of sales (311) (147) _______ _______ Gross profit 541 138 Administrative expenses (1,828) (1,000) _______ _______ Operating loss (1,287) (862) Share of operating loss in associated undertaking - (76) Profit on disposal of associated undertaking 322 - _______ _______ Loss on ordinary activities before interest (965) (938) Interest payable (3) - Interest receivable 15 30 _______ _______ Loss on ordinary activities before taxation (953) (908) Taxation 12 - _______ _______ Loss on ordinary activities after taxation (941) (908) Minority interest 314 159 _______ _______ Loss sustained (627) (749) _______ _______ Loss per share Basic and fully diluted (pence) 2 (0.6) (0.8) _______ _______ All recognised gains and losses for the current and prior year are included in the profit and loss account. Consolidated balance sheet at 31 July 2006 Note 2006 2006 2005 2005 £'000 £'000 £'000 £'000 Fixed assets Intangible assets 771 738 Tangible assets 79 49 _______ _______ 850 787 Investment in associate - 26 _______ _______ 850 813 Current assets Stocks 68 203 Debtors 221 161 Cash at bank and in hand 705 647 _______ _______ 994 1,011 Creditors: amounts falling due within one year (363) (223) _______ _______ Net current assets 631 788 _______ _______ Total assets less current liabilities 1,481 1,601 Creditors: amounts falling due after more than one year (260) (52) _______ _______ 1,221 1,549 _______ _______ Capital and reserves Called up share capital 606 550 Share premium account 1,575 1,575 Merger reserve 757 250 Profit and loss account (1,377) (750) _______ _______ Shareholders' funds (equity) 3 1,561 1,625 Minority interests (equity) (340) (76) _______ _______ 1,221 1,549 _______ _______ Consolidated cash flow statement for the year ended 31 July 2006 Note 2006 2006 2005 2005 £'000 £'000 £'000 £'000 Net cash outflow from operating 4 (888) (918) activities Returns on investments and servicing of finance Interest received 15 30 Interest paid (3) - _______ _______ Net cash inflow from returns on 12 30 investments and servicing of finance Taxation Corporation tax credit received 12 - Capital expenditure and financial investment Purchase of tangible fixed assets (30) (61) Development costs (70) (222) Proceeds from sales of fixed assets 5 - _______ _______ Net cash outflow from capital expenditure (95) (283) and financial investment Acquisitions and disposals Purchase of subsidiary undertakings - (607) Cash acquired with subsidiaries 500 158 Acquisition of associate 348 (102) _______ _______ Net cash inflow/(outflow) from acquisitions and disposals 848 (551) _______ _______ Cash outflow before financing (111) (1,722) Financing Issue of ordinary share capital - 2,000 Issue costs (15) (225) Capital element of finance lease rental (16) (6) payments Loan 200 - _______ _______ Cash inflow from financing 169 1,769 _______ _______ Increase in cash in the year 5,6 58 47 _______ _______ Notes 1 Accounting policies The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards. The principal accounting policies are: Basis of consolidation The consolidated financial statements incorporate the results of ADDleisure plc and all of its subsidiary and associated undertakings as at 31 July 2006 using the acquisition or merger method of accounting as required. Where the acquisition method is used, the results of subsidiary undertakings are included from the date of acquisition. Goodwill Goodwill arising on an acquisition of a subsidiary undertaking, or associate undertaking or joint venture is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. It is capitalised and amortised through the profit and loss account over the directors' estimate of its useful economic life which is 10 years. Impairment tests on the carrying value of goodwill are undertaken: at the end of the first full financial year following acquisition; in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable. Associates An entity is treated as an associated undertaking where the Group has a participating interest and exercises significant influence over its operating and financial policy decisions. In the Group accounts, interests in associated undertakings are accounted for using the equity method of accounting. The consolidated profit and loss account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings based on audited financial statements. In the consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets including any unamortised premium paid on acquisition. Turnover Turnover represents sales to external customers at the invoiced amount less value added tax or local taxes on sales. Annual subscriptions for services are recognised in equal monthly amounts. Some sales of software include a maintenance element, which is spread over the duration of the maintenance contract. Depreciation Depreciation is provided to write off the cost or valuation, less estimated residual values, of all tangible fixed assets, except for investment properties and freehold land evenly over their expected useful lives. It is calculated at the following rate: Fixtures, fittings and equipment - 33 1/3% per annum Valuation of investments Investments held as fixed assets are stated at cost less any provision for impairment in value. Stocks Stocks are valued at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Net realisable value is based on estimated selling price less additional costs to completion and disposal. Deferred taxation Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the Group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted. Leased assets Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the profit and loss account. Lease payments are analysed between capital and interest components. The interest element of the payment is charged to the profit and loss account over the period of the lease and is calculated so that it represents a constant proportion of the balances of capital repayments outstanding. The capital element reduces the amounts payable to the lessor. All other leases are treated as operating leases. Their annual rentals are charged to the profit and loss account on a straight line basis over the term of the lease. Share based employee remuneration When shares and share options are awarded to employees a charge is made to the profit and loss account based on the difference between the market value of the Company's shares at the date of grant and the option exercise price in accordance with UITF Abstract 17 (Revised 2006) 'Employee Share Schemes'. The credit entry for this charge is taken to the profit and loss reserve and reported in the reconciliation of movements in shareholders' funds. Research and development Expenditure on pure and applied research is charged to the profit and loss account in the year in which it is incurred. Development costs are charged to the profit and loss account in the year of expenditure, unless individual projects satisfy all of the following criteria: the project is clearly defined and related expenditure is separately identifiable; the project is technically feasible and commercially viable; current and future costs are expected to be exceeded by future sales; and adequate resources exist for the project to be completed. In such circumstances the costs are carried forward and amortised over a period not exceeding three years commencing in the year the Group starts to benefit from the expenditure. Foreign currency Foreign currency transactions of individual companies are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translated at the rate of exchange ruling at the balance sheet date. Any differences are taken to the profit and loss account. The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into sterling at the rate of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings are taken to reserves. All other differences are taken to the profit and loss account with the exception of differences on foreign currency borrowings used to finance or provide a hedge against foreign equity investments, which are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves. Financial instruments Financial instruments are measured initially and subsequently at cost. 2 Earnings per share Earnings per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue, is 110,032,822 (2005 - 93,095,890) and the loss, being loss after tax and minority interests £627,000, (2005 - loss £749,000). The effect of all options and warrants outstanding as at 31 July 2006 is anti-dilutive. 3 Reconciliation of movements in shareholders' funds 2006 2005 £'000 £'000 Loss for the year (627) (749) New share capital subscribed 563 1,775 _______ _______ Net (decrease)/increase in shareholders' funds (64) 1,026 Opening shareholders' funds 1,625 599 _______ _______ Closing shareholders' funds 1,561 1,625 _______ _______ 4 Reconciliation of operating loss to net cash outflow from operating activities 2006 2005 £'000 £'000 Operating loss (1,287) (862) Amortisation - goodwill 51 18 - development costs 114 37 Depreciation 31 16 Movement in: stocks 135 (190) debtors (60) (75) creditors 128 138 _______ _______ Net cash outflow from operating activities (888) (918) _______ _______ 5 Reconciliation of net cash inflow to movement in net funds 2006 2005 £'000 £'000 Increase in cash in the year 58 47 Cash outflow from changes in funds (184) 6 _______ _______ Movement in net funds resulting from cash flows (126) 53 Inception of finance leases (36) (39) Acquisition of loans in subsidiary - (32) _______ _______ Movement in net funds (162) (18) Opening net funds 582 600 ______ _______ Closing net funds 420 582 _______ _______ 6 Analysis of net funds Other At Cash non-cash At 31 July 1 August 2005 flow items 2006 £'000 £'000 £'000 £'000 Cash at bank and in hand 647 58 - 705 Finance leases (33) 16 (36) (53) Loans in subsidiary (32) - - (32) Other loans - (200) - (200) _______ _______ _______ _______ Total 582 (126) (36) 420 _______ _______ _______ _______ * * ENDS * * Contacts: Isabel Crossley St. Brides Media Tel: 020 7242 4477 Ben Margolis ADDleisure plc Tel: 020 7449 1000 This information is provided by RNS The company news service from the London Stock Exchange |
Posted at 02/11/2005 11:38 by dell314 As tiptornado and his pals appear to be giving this another run out on iii, I'll copy here a post of mine that may provide some food for thought:I am reposting my earlier post that tiptornado has dismissed as pure opinion. He has previously shown himself to be incapable of understanding the most basic of accounts(as when I demonstrated to him the likely financial destinies of two of his previous tips, FLG and ENT), so I find it odd that he feels qualified to comment on any post about the numbers in company reports. Anyway, perhaps TT could share with us, which of the following he feels able to contradict: davew - You said, "Maybe as the company had only been trading a matter of 3 months since floatation it could be said(by most reasonable people)that the first set of interims did not really demonstrate anything". Firstly, I can't say I've seen many "reasonable people" on here. e.g. tiptornado spent a long period trying to convince us that LFS had practically worldwide rights for Power Plate, which was of course a complete lie. We regularly get US articles posted here, as though they are going to provide a UK sales uplift. And not one of you appears aware of the difference between a company with wholly owned trading subsidiaries and an investment company like ADE. Posters here(esp. TT) regularly post that they are expecting good results. The company structure and reporting conventions for subsidiary undertakings and minority interests don't really support that view. You are wrong about the interims not telling us anything. IMO, they tell us quite a lot, although I'm looking forward to the FY report as that has to disclose significantly more information. For a start, the format of accounts allows us to separate the performances of LFS and fitbug individually from the performance of the holding company. Maybe, if you get a book on company reports, you will be able to do this and increase your understanding. I'll start you off with a figure for fitbug that you can't immediately see from looking at the interims, unless you know what to look for: Fitbug Ltd. lost £356k(although ADE only hold 75% of it) during the reported period. As it is not a public listed company, it seems reasonable to assume that its additional funding must come from its owners. Therefore, it is also reasonable to presume that ADE are providing 75% of the funding, or they would risk having their stake reduced. ADE have even told you in RNSs that they need to fund Fitbug. Did any of you even notice? How much do you think Fitbug will need? Was Digital Plantation reported as being lossmaking, upon acquisition? How's that going to be funded? LFS, as an equity investment, can only provide cash back to ADE if all of the following conditions are met: 1) they make a profit 2) they have sufficient legally distributable reserves 3) they don't need the funds to invest in growing the business. If they are still losing money, guess where additional funding comes from.... Are you any closer to understanding why ADE needed to raise cash recently?? Hopefully, the above will at least give you a flavour of what the interims and a basic understanding of accounting for subsidiaries can tell you.> Whilst ADE may indeed provide interest in the longer term, I really see little to look forward to within the boys' pump'n'dump timescales..... Rgds dell All IMHO, DYOR etc |
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