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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Chariot (UK) | LSE:CRT | London | Ordinary Share | GB00B0P0XQ12 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.48 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:4408Q
Chariot (UK) PLC
31 January 2007
Chariot (UK) plc
31 January 2007
Chariot (UK) plc
Unaudited interim results for the 6 months ended 31 October 2006
Chariot (UK) plc ("Chariot" or the "Company") announces its results for the 6
months ended 31 October 2006.
Summary:
* Chariot launched "monday - the charities lottery" game on 21 April 2006,
and completed the first draw on 8 May 2006.
* Initial sales were disappointing; the Company responded by reorganising
the business and by reducing operating costs. The Company completed a
placing on 6 July 2006 raising #2.65 million (before expenses) at 5p per
share.
* Sales levels continued to decline month on month following the launch of
the game, in spite of strategic initiatives undertaken by the Company. These
strategic initiatives included: the introduction of subscription play;
improved website functionality; affiliate and on-line marketing initiatives;
simplification of the game, the introduction of other games; and, the
introduction of a promotional #1 million weekly draw.
* While continuing to strive to reduce costs and simplify operations in
order to reach break even, the Company undertook an exercise to find a
strategic partner or investor to acquire the Company, to make further
investment into the Company, or to purchase some or all of the Company's
assets.
* Despite a substantial effort by the Board and its advisers, it was not
possible to secure a substantive transaction that would either allow its
operations to continue, or realise significant value for shareholders. As
an alternative to cessation of the business, on 19 January 2007 the Company
sold the intellectual property rights attaching to "monday - the charities
lottery", as well as Chariot's entire player database, to NetPlay TV plc for
a total consideration of #140,500, in cash. NetPlay TV plc will continue to
operate the game for the foreseeable future, thereby maintaining an
opportunity for Chariot's charity partners and player base to continue to
benefit from the game.
* Chariot, having sold its principal operating assets, will wind down its
remaining operations, with a view to becoming a listed cash shell. With
effect from today Chariot will be treated as an investing company under rule
15 of the AIM Rules. In accordance with rule 15, the Board has, in line with
its stated investment strategy, decided to seek a sustainable business to
acquire and reverse into the Company. Such a business is expected to be in
the wider leisure or consumer sectors. The Company now has positive net
assets of approximately #500,000 which will enable it to implement its
investment strategy.
* With effect from today, Matthew Waterman (Chief Operating Officer and
Finance Director) and Suzie Counsell (Non-Executive Director) have resigned
from the board. Although Matthew Waterman's employment with the Company will
also terminate with effect from today, he will continue to provide certain
services to the Company in a consultancy role. In addition, also with
effect from today, Philip Evans (Managing Director and Charities Director)
is stepping down from his executive role, but will continue as a
non-executive director of the Company, together with Peter Jones and John
Finan.
ENQUIRIES
Chariot (UK) plc Noble & Company Limited
Tel: 07770 504 934 Tel: 0207 763 2200
Philip Evans
Nick Naylor / Nick Athanas
Chariot (UK) plc
Chairman's statement
I am pleased to present to you Chariot's interim financial information for the
six months ended 31 October 2006.
In the Company's last annual report, published in July 2006, I described the
Company's difficult initial trading experience and the strategy that the Company
was undertaking in order to adapt to the circumstances in which it found itself.
Unfortunately I have to report that the Company has continued to face severe
challenges, principally with regard to continuing poor levels of sales, which
have declined month on month since the launch of the game.
In the period since launch, the Company's strategy has consisted of two primary
elements: firstly, an operating strategy to stabilise and increase revenues and
to bring operating costs into line with income, in order to deliver profitable
trading, and secondly, attempts to identify an appropriate partner or investor
to provide the financial resources required to ensure the long term future of
the game.
As regards the Company's operating strategy, in spite of a large number of
initiatives, including: the introduction of subscription play; improved website
functionality; affiliate and on-line marketing initiatives; simplification of
the game, the introduction of other games; and, the introduction of a
promotional #1 million weekly draw, the Company has not been able to increase or
sustain revenues or establish a break even position.
As regards identifying a suitable partner or investor, in spite of extensive
talks with numerous interested parties, the Board has been unable to secure a
transaction that would deliver a continuation of the Company's operations, and /
or realise significant value for shareholders. In January 2007, the Company was
therefore forced to consider either cessation of the Company's operations or the
sale of some or all of the Company's business or assets in order to avoid an
insolvency procedure.
On 19 January 2007 the Company agreed the sale of the "monday" lottery game and
its other principal operating assets to NetPlay TV plc for cash consideration of
#140,500. NetPlay TV plc will continue to operate the game for the foreseeable
future, with a view to including game draws in programmes on an established TV
network. The board of Chariot is pleased to have been able to secure a future
for the "monday" lottery and, therefore, maintain opportunities for both the
charity partners and the player base to continue to benefit from the game.
Following the sale, the Company will close its remaining operations, with a view
to becoming a listed cash shell.
With effect from today, Matthew Waterman (Chief Operating Officer and Finance
Director) and Suzie Counsell (Non-Executive Director) have resigned from the
board. Although Matthew Waterman's employment with the Company will also
terminate with effect from today, he will continue to provide certain services
to the Company in a consultancy role. In addition, also with effect from today,
Philip Evans (Managing Director and Charities Director) is stepping down from
his executive role, but will continue as a non-executive director of the Company
and will replace Matthew Waterman as Company Secretary. As part of the
winding-down of the Company's operations, both Matthew and Philip have entered
into settlement agreements with the Company in relation to the termination of
their employment, pursuant to which they will receive sums of #66,900 and
#30,700 respectively.
The Company would like to thank Matthew and Suzie for their contributions to the
Company during their time with Chariot and also Philip, for his contribution in
his executive role with the Company.
With effect from today Chariot will be treated under rule 15 of the AIM Rules as
an investing company and will be required to make a suitable investment in
accordance with the investing strategy set out below. The AIM Rules require
that the Company must complete an acquisition which constitutes a reverse
takeover in accordance with that strategy within 12 months from the date of
today's announcement.
The Directors' key investment strategy is to acquire a company or companies
whose business is in the broader leisure or consumer sectors, although such a
business will not necessarily be a lottery operation. In light of the continuing
internationalisation of AIM, the Company will target companies across a broad
geographical area. The Company now has positive net assets of approximately
#500,000 which will enable it to implement its investment strategy.
The key attributes that the Directors will look for in a prospective investment
or acquisition are:
* an experienced management team with a strong track record;
* an ability to generate revenue streams; and
* strong growth prospects with the ability to generate shareholder value.
The Board of Chariot (being Peter Jones, John Finan and Philip Evans) has
collectively advised or been involved in a number of businesses in the leisure
and consumer sectors and intends to actively use its sector expertise and
knowledge to identify and appraise investment opportunities, carry out due
diligence and negotiate acquisitions.
The Directors are currently reviewing potential investment and acquisition
opportunities within the leisure and consumer sectors but have not, at this
stage, carried out any due diligence nor entered into any firm commitment in
connection with any acquisitions or investments. The Directors are of the
opinion that the Company will have the funds necessary to carry out such due
diligence as will be required on potential acquisitions although any reverse
takeover will require the Company to raise further funds for the enlarged group.
If an acquisition or investment, which would constitute a reverse takeover, is
not completed by 31 January 2008, dealings in the ordinary shares of the Company
will be suspended. In these circumstances the Directors would anticipate giving
shareholders the opportunity to consider the future of the Company at a duly
convened extraordinary general meeting.
Peter Jones
Chairman
Chariot (UK) plc
Profit and loss account for the 6 months ended 31 October 2006
Note 6 months ended 31 Year ended 30 6 months ended 31
October 2006 April 2006 October 2005
(Unaudited) (Audited) (Audited)
#'000 #'000 #'000
Turnover 908 - -
Cost of sales (182) - -
Gross profit 726 - -
Administrative expenses (8,714) (7,983) (957)
Operating loss 2 (7,988) (7,983) (957)
Interest receivable and similar income 49 126 2
Interest payable and similar charges - (1) -
Loss on ordinary activities before and after taxation (7,939) (7,858) (955)
Loss per share
- Basic and diluted (pence) 3 (15.23)p (103.90)p (25.83)p
All amounts relate to discontinued activities.
There are no recognised gains and losses for the periods other than those shown
in the profit and loss account above.
Chariot (UK) plc
Balance sheet at 31 October 2006
Note 31 October 2006 30 April 2006 31 October 2005
(Unaudited) (Audited) (Audited)
#'000 #'000 #'000
Fixed assets
Intangible assets 100 223 -
Tangible assets 10 901 37
110 1,124 37
Current assets
Debtors 265 3,402 274
Cash at bank and in hand
1,830 2,788 3,455
2,095 6,190 3,729
Creditors: amounts falling due within
one year
Creditors (807) (1,860) (909)
Net current assets 1,288 4,330 2,820
Total Assets 1,398 5,454 2,857
Capital and reserves
Share capital 5 710 160 -
Share premium reserve 5 10,615 8,583 4,506
Special reserve 5 2,186 2,186 -
Profit and loss reserve 5 (12,113) (5,475) (1,649)
Shareholders' funds 1,398 5,454 2,857
Chariot (UK) plc
Cash flow statement for the 6 months ended 31 October 2006
Note 6 months ended 31 Year ended 30 6 months ended 31
October 2006 April 2006 October 2005
(Unaudited) (Audited) (Audited)
#'000 #'000 #'000
Net cash outflow from operating activities 6 (3,399) (9,144) (1,162)
Returns on investment and servicing of finance 7 49 125 3
Capital expenditure and financial investment 7 (190) (1,178) (39)
Cash outflow before use of liquid resources (3,540) (10,197) (1,198)
and financing
Management of liquid resources 7 1,226 (1,788) -
Financing 7 2,582 12,982 4,315
Increase in cash 268 997 3,117
Chariot (UK) plc
Notes forming part of the financial information for the 6 months ended 31
October 2006
1 Interim Financial Information
The unaudited interim financial information for the 6 month period ended 31
October 2006 does not constitute statutory accounts within the meaning of
section 240 of the Companies Act 1985. The interim financial information has
been prepared on the basis of the accounting policies set out in the audited
financial statements for the year ended 30 April 2006, with the addition of:
Turnover
Turnover represents the commission receivable in relation to the Company's role
as on-line retailer of society lottery tickets.
Basis of preparation
The comparatives in this report for the year ended 30 April 2006 and the 6 month
period ended 31 October 2005 are not the full statutory accounts for those
periods. Copies of the statutory accounts for the year ended 30 April 2006 have
been delivered to the Registrar of Companies. The Auditors' report on those
accounts was unqualified, but did contain an emphasis of matter concerning the
uncertainty as to the ability of the Company to continue as a going concern.
The auditors' report did not contain a statement under Section 237(2) - (3) of
the Companies Act 1985.
2 Operating loss
The operating loss is stated after:- impairment charges totalling #965,000 to
write down the carrying values of the Company's intangible and tangible fixed
assets to the directors' estimate of their recoverable amounts; and, share-based
payment expenses totalling #1,301,000.
3 Loss per share
6 months ended Year ended 6 months ended
31 October 30 April 31 October
2006 2006 2005
(Unaudited) (Audited) (Audited)
#'000 #'000 #'000
Numerator
Loss used for calculation of basic and diluted loss per share (7,939) (7,858) (955)
Denominator
Weighted average number of shares used in basic
and diluted loss per share calculation 52,132,728 7,561,473 14,790
Adjustment for bonus issue on 17 November 2005 - - 3,682,809
Adjusted weighted average number of shares used in basic
and diluted loss per share calculation 52,132,728 7,561,473 3,697,599
None of the potential ordinary shares are considered to be dilutive.
Chariot (UK) plc
Notes forming part of the financial information for the 6 months ended 31
October 2006 (continued)
4 Dividends
There were no dividends paid or declared during the period.
5 Share capital and reserves
Share capital Share Special Profit and
premium reserve loss reserve
reserve
#'000 #'000 #'000 #'000
As at 1 May 2005 - 85 - (694)
Shares issued in October 2005 - 4,421 - -
Loss for the period - - - (955)
At 31 October 2005 (audited) - 4,506 - (1,649)
Bonus issue of shares in November 2005 76 (76) - -
Reduction of share capital - (4,430) 2,186 2,244
Shares issued in February 2006 84 9,519 - -
Costs of share issue - (936) - -
Share based payment expense - - - 833
Loss for the period - - - (6,903)
At 30 April 2006 (audited) 160 8,583 2,186 (5,475)
Shares issued in July 2006 550 2,200 - -
Costs of share issue - (168) - -
Share based payment expense - - - 1,301
Loss for the period - - - (7,939)
At 31 October 2006 (unaudited) 710 10,615 2,186 (12,113)
On 3 July 2006 the Company raised additional shareholders' equity of 53 million
shares at 5p per share by means of a private placing. Funds of #2,650,000 before
costs were received.
In addition, there was a further subscription for 2 million shares in
consideration for the release of the Company's obligations to pay certain fees
for advice received from the Company's nominated adviser in connection with the
private placing.
Chariot (UK) plc
Notes forming part of the financial information for the 6 months ended 31
October 2006 (continued)
6 Reconciliation of operating loss to net cash outflow in the cash flow
statement
6 months ended Year ended 30 6 months ended
31 October April 2006 31 October 2005
2006 (Audited) (Audited)
(Unaudited)
#'000 #'000 #'000
Operating loss (7,988) (7,983) (957)
Adjustments for:
Depreciation and impairment of tangible fixed assets 1,074 29 4
Loss on disposal of fixed assets 7 - -
Amortisation and impairment of intangible fixed assets 123 27 -
Share based payment expense 1,301 833 -
Decrease / (increase) in debtors 3,137 (3,392) (264)
(Decrease) / increase in creditors (1,053) 1,342 55
Net cash outflow from operating activities (3,399) (9,144) (1,162)
7 Analysis of cash flows for headings netted in the cash flow statement
6 months ended 31 Year ended 30 6 months ended
October 2006 April 2006 31 October 2005
(Unaudited) (Audited) (Audited)
#'000 #'000 #'000
Returns on investment and servicing of finance
Interest received 49 126 3
Interest paid - (1) -
49 125 3
Capital expenditure
Payments to acquire intangible fixed assets - (250) -
Payments to acquire tangible fixed assets (190) (928) (39)
(190) (1,178) (39)
Management of liquid resources
Cash placed on short-term deposit 1,226 (1,788) -
Financing
Issue of ordinary shares (net of issue costs) 2,582 13,088 85
Proceeds from short-term loans - - 126
Repayment of short-term loans - (106) (85)
2,582 12,982 126
8 Copies of this announcement will be available, free of charge, for a period
of one month, from the Company's nominated adviser, Noble & Company Limited, 120
Old Broad Street, London, EC2N 1AR.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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