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ONEV Oneview Grp

1.00
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Oneview Grp LSE:ONEV London Ordinary Share GB00BDCL4103 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

OneView Group PLC Preliminary Results (3205J)

27/06/2017 2:13pm

UK Regulatory


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TIDMONEV

RNS Number : 3205J

OneView Group PLC

27 June 2017

27 June 2017

OneView Group plc

("OneView" or the "Company")

Unaudited Results Statement for the Year ended 31 March 2017 and Directorate Change

OneView Group (AIM: ONEV), one of the retail industry's leading digital transformation software providers for in-store customer service, presents its results for the year ended 31 March 2017.

Financial Highlights

   --      Revenue of $3.13m (FY16: $8.11m) 
   --      Loss before tax of $3.4m (FY16: loss of $3.17m) 
   --      Basic loss per share of $0.01 (FY16: $0.01) 
   --      Cash and cash equivalents of $0.53m at 31 March 2017 ($2.67m at 31 March 2016) 

Operational Highlights including post year end

   --      Digital store point of sale live in first Wickes store 

-- Launched cloud hosting service during year closing three customers including multi-million dollar cloud-based hosting agreement with Discount Tire

   --      Integrated Inventory Management solution with IBM's Watson Commerce Insights 
   --      Growing pipeline 
   --      Appointment of Michael Jackson as Non-Executive Chairman 

Fundraising and Debt Restructuring

   --      Fundraising of GBP3.9m at a share price of 1.5p, announced separately today 

-- The current debt holders have agreed to convert the full $4.00m of debt into Ordinary Shares at a placing price of 1.5p, also announced today.

Directorate Change

The Company also announces that Richard Abraham will be stepping down from his role as Non-Executive Chairman with effect from the successful completion of the fundraising following Company's General Meeting to approve the placing. Richard will remain on the board as Non-Executive Director. The Board would like to thank Richard for his valued contribution as Non-Executive Chairman, and looks forward to continue this relationship with him in his capacity as Non-Executive Director.

The Company is pleased to announce the appointment of Michael Jackson as Non-Executive Chairman at the time Richard steps down as Chairman. Michael has over 35 years' experience in investing in the public markets and working with public companies. Previously he was Director and Chairman of The Sage Group plc and also Chairman of PartyGaming plc, both FTSE 100 companies. Michael founded Elderstreet, the venture capital firm specializing in early stage technology funding.

Disclosures required regarding Michael's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies can be found in Note 11 of the preliminary results below.

Stuart Mitchell, CEO of OneView, commented:

"We released our solutions to the market in January 2014 and in three and a half years have made great strides with the product and gained market acceptance by winning business from a number of important retailers globally. Consequently, we are seeing a lot of market interest in our offering and our pipeline is growing. We believe this positions us well to deliver improved returns to our shareholders in the coming years and view the future with confidence."

For further information please contact:

 
 OneView Group            Tel: 01634 
  plc                      673172 
 Stuart Mitchell, 
  CEO 
 Linda Palanza, 
  COO 
 Mark Wilson, Finance 
  Director 
 
 finnCap Limited          Tel: 0207 
                           220 0500 
 Geoff Nash 
 Kate Bannatyne 
 
 
 Newgate Communications   Tel: 020 7653 
                           9848 
 Bob Huxford 
 Lydia Thompson 
 

CHIEF EXECUTIVE'S REPORT

Our first year on the AIM market has seen good progress in a number of areas but it has not been without its challenges. We made great strides with the product going live at Wickes and have developed a new business stream with our cloud hosting solutions that we have already sold to three customers. However, our financial results were disappointing, principally as the result of order intake being below expectations. I am pleased to say that, despite this, revenues in the second half of the financial year were considerably improved over the first half and our pipeline of new business is much stronger than it was this time last year. We are therefore anticipating a better performance in the year to March 2018.

When we started developing our digital store platform back in 2012 our vision was to provide retailers with disruptive cloud-based technology to deliver a modern, engaging shopping experience in the store. Online channels were growing rapidly and if bricks and mortar didn't adapt, the retailer was likely to fail. It was our view that the new platform must deliver an omni-channel experience, treating customers the same across all shopping channels, it had to be mobile allowing the store associate to engage with customers using either a hand-held device but could also support the fixed register in the store and it must be delivered in the cloud.

I am delighted to say that our platform and the solutions we have developed today have achieved all these objectives. We have a point of sale (POS) solution that is integrated out of the box with the retailer's e-commerce site and the POS can run on hand-held devices or fixed tills. However, to be truly omni-channel the retailer needs a real-time view of inventory across the store estate. OneView has developed a first of its kind real-time cloud-based Enterprise Store Inventory solution giving us a competitive edge against the legacy offerings of our peers.

Cloud delivery gives us the opportunity to host our customer's solutions and sell into smaller store estates with a Software as a Service ("SaaS") model. Two of our early on premise licence customers, Discount Tire and Travis Perkins, contracted with us to host their solutions this year and a new customer, Molton Brown demonstrates the appeal and relevance of our offering to smaller store estates. The cloud delivery feature and full functionality of the solutions today enables us to get such retailers live in just a few months. Hosting is an important new and incremental revenue stream and accelerates the growth of total recurring revenues, which are today $2.9m annually (31 March 2016: $0.4m).

We operate within a very large global marketplace, presenting enormous opportunity. Retail consultancy IHL Group in a report issued last November stated that the POS software market is forecast to eclipse $4bn in annual sales by 2020 as retailers race to update store applications to serve the technology driven consumer. We are confident that we are well placed to win a meaningful share of this business with our modern and agile platform that enables the retailer to respond quickly to changes in the market and deliver a high-level shopping experience to consumers.

Operations

Our 2017 focus was on further developing our products. This involved both building out features and functions and the infrastructure environment to support hosting, and our customer implementations.

Good progress was made during the period and we are operating live at Wickes now with the plan to extend the rollout to all stores before the end of our financial year. Molton Brown, signed in October 2016, is expected to be a very quick implementation with a plan to go live in its full store estate by the end of this summer, a testament to the market readiness of the product. We intend Discount Tire to pilot by the end of 2017 and roll out to its over 900 store estate in calendar 2018.

Financial

Revenues declined from $8.11m in the year to 31 March 31 2016 to $3.13m in the current year. This was principally due to order intake during the year being below our internal targets. Our prospects have historically tended to be large retailers that have long sales cycles and forecasting the timing of their purchase decisions is difficult. As the product has matured we have been able to include mid-size retailers in our target market and during the second half of the year we began to gain momentum in that space with Molton Brown and others now in the pipeline.

The revenue decline resulted in a total loss from continuing operations of $3.08m (2016: Loss $2.99m) and interest expense on higher borrowings increased to $0.32m (2016: $0.18m) leading to a loss before taxation of $3.40m (2016: Loss $3.17m). A tax credit of $0.01m and an exchange loss on translation of foreign subsidiaries of $0.01m were recognized (2016: tax credit $0.03m) producing a total loss for the year of $3.40m. (2016: Loss $3.14m).

There was a net cash outflow from operating activities of $1.36m (2016: $2.79m outflow) and net cash used in investing activities was $3.41m (2016: Nil) being principally the capitalisation of software development costs. No software development costs were capitalised in 2016 as the capitalisation criteria in IAS 38 were not met.

These cash outflows were funded by a decrease in cash of $2.14m with the balance at 31 March 2017 being $0.53m (2016: Cash $2.67m) and an increase in debt of $2.76m from $1.24m at 31 March 2016 to $4.00m at this year-end.

Fund raising

The Company has long been undercapitalised which has held back growth as the business is underinvested in a number of areas but particularly sales and marketing. As a consequence we announced, at the end of February, the intention to embark upon an equity fund raising and contingent on the success of the fundraise the holders of the $4.0m debt have agreed to convert their loans into ordinary shares at the same share price as the equity fund raise.

We have today separately announced a a proposed fundraising of GBP3.9m to be satisfied by the issue of new ordinary shares. GBP2.82 million of the new equity raised will require approval at a General Meeting of shareholders. The company has received irrevocable undertakings to vote in favour of the resolution from the beneficial owners of 65.5% of the current ordinary share capital. Contingent on the finalisation of the fundraising, the debt providers have agreed to convert the and the $4.0m of debt loans outstanding at 31 March 2017 into Ordinary Shares at the placing price of1.5p per new Ordinary Share.

Appointment of Chairman and Board Changes

The appointment of Michael Jackson as Non-Executive Chairman of OneView has also been announced separately today. Michael has substantial experience both in technology and capital markets having, among other roles, been Chairman of The Sage Group plc from 1987 until 2006. Michael succeeds Richard Abraham who has served as Non-Executive Chairman of OneView since 2011. Richard remains with OneView as a Non-Executive director.

Thanks

I would like to thank all our staff for their passion, hard work, and dedication. My thanks also go to the Board and the two debt providers, Lane Capital and Hawk Investments for all their support.

Outlook

We released our solutions to the market in January 2014 and in three and a half years have made great strides with the product and gained market acceptance by winning business from a number of important retailers globally. Consequently, we are seeing a lot of market interest in our offering and the pipeline is growing. We believe this positions us well to deliver improved returns to shareholders in the coming years and view the future with confidence.

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2017

 
                                           31 March   31 March 
                                               2017       2016 
                                    Note       $000       $000 
---------------------------------  -----  ---------  --------- 
 Revenue                             2        3,125      8,113 
 Cost of sales                                 (66)    (1,480) 
 Employee benefits costs                    (3,185)    (4,743) 
 Depreciation and amortisation 
  expense                                     (450)       (61) 
 Other expenses                             (2,507)    (3,034) 
---------------------------------  -----  ---------  --------- 
 Total expenses                             (6,208)    (9,318) 
---------------------------------  -----  ---------  --------- 
 Loss from continuing operations 
  before exceptional items 
  before share-based payment 
  arising on reverse transaction 
  and exceptional items                     (3,083)    (1,205) 
 Share-based payment arising 
  on reverse transaction                          -    (1,490) 
 Exceptional items                   3            -      (296) 
---------------------------------  -----  ---------  --------- 
 Total loss from continuing 
  operations                                (3,083)    (2,991) 
 Finance expense                              (317)      (181) 
 Finance income                                   3          - 
 Loss before taxation                       (3,397)    (3,172) 
 Taxation credit                     5           14         35 
---------------------------------  -----  ---------  --------- 
 Loss for the year                          (3,383)    (3,137) 
 
 Other Comprehensive Income 
 Exchange losses on translation 
  of foreign operations                        (15)          - 
---------------------------------  -----  ---------  --------- 
 Total Other Comprehensive 
  expense                                      (15)          - 
---------------------------------  -----  ---------  --------- 
 Total comprehensive loss 
  for the year                              (3,398)    (3,137) 
---------------------------------  -----  ---------  --------- 
 
 Loss per ordinary share 
  from continuing operations         6 
 Basic                                       (0.01)     (0.01) 
 Diluted                                     (0.01)     (0.01) 
 
 
 

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 March 2017

 
                                            31 March    31 March 
                                    Note        2017        2016 
                                                $000        $000 
--------------------------------  ------  ----------  ---------- 
 
 Non-current assets 
 Intangible assets                             3,023           - 
 Property, plant and equipment                    44         102 
 Deferred taxation asset                          49          35 
 Total non-current assets                      3,116         137 
--------------------------------  ------  ----------  ---------- 
 
 Current assets 
 Trade and other receivables                   1,468       2,767 
 Cash and cash equivalents          10           525       2,669 
--------------------------------  ------  ----------  ---------- 
 Total current assets                          1,993       5,436 
--------------------------------  ------  ----------  ---------- 
 Total assets                        2         5,109       5,573 
--------------------------------  ------  ----------  ---------- 
 
 Current liabilities 
 Trade and other payables                    (2,617)     (2,513) 
 Borrowings                                  (1,000)           - 
 Total current liabilities                   (3,617)     (2,513) 
--------------------------------  ------  ----------  ---------- 
 Non-current liabilities 
  Borrowings                                 (3,000)     (1,242) 
--------------------------------  ------  ----------  ---------- 
 Total non-current liabilities               (3,000)     (1,242) 
--------------------------------  ------  ----------  ---------- 
 Total liabilities                           (6,617)     (3,755) 
--------------------------------  ------  ----------  ---------- 
 Total net (liabilities)/assets      2       (1,508)       1,818 
--------------------------------  ------  ----------  ---------- 
 
 
 
 
 Equity 
 Share capital                       8         5,056       5,045 
 Share premium                                     2           - 
 Merger reserve                               15,888      15,888 
 Capital redemption reserve                      322         322 
 Other reserve                              (10,957)    (10,957) 
 Retained earnings                          (10,982)     (7,658) 
 Translation reserve                            (15)           - 
 Share trust reserve                           (822)       (822) 
 Total equity                                (1,508)       1,818 
--------------------------------  ------  ----------  ---------- 
 

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 March 2017

 
                                                 Additional 
                   Share      Share     Merger      paid in       Other       Capital    Retained    Translation      Share     Total 
                 capital    premium    reserve      capital    reserves    redemption    earnings        reserve      trust    equity 
                            reserve                                           reserve                               reserve 
                    $000       $000       $000         $000        $000          $000        $000           $000       $000      $000 
-------------  ---------  ---------  ---------  -----------  ----------  ------------  ----------  -------------  ---------  -------- 
 
 At 1 April 
  2015                 4          -          -        3,300           -             -     (4,521)              -          -   (1,217) 
 Share-based 
  payment 
  arising on 
  reverse 
  acquisition          -          -          -            -       1,490             -           -              -          -     1,490 
 Issue of 
  warrants             -          -          -          758           -             -           -              -                  758 
 Share-based 
  payments             -          -          -           58           -             -           -              -                   58 
 Adjustments 
  in respect 
  of reverse 
  acquisition      5,041          -     15,888      (4,116)    (12,447)           322           -              -      (822)     3,866 
-------------  ---------  ---------  ---------  -----------  ----------  ------------  ----------  -------------  ---------  -------- 
 At 31 March 
  2016             5,045          -     15,888            -    (10,957)           322     (7,658)              -      (822)     1,818 
-------------  ---------  ---------  ---------  -----------  ----------  ------------  ----------  -------------  ---------  -------- 
 
 Loss for the 
  year                 -          -          -            -           -             -     (3,383)           (15)          -   (3,398) 
 Share-based 
  payments             -          -          -            -           -             -          59              -          -        59 
 Exercise of 
  options             11          2          -            -           -             -           -              -          -        13 
 At 31 March 
  2017             5,056          2     15,888            -    (10,957)           322    (10,982)           (15)      (822)   (1,508) 
-------------  ---------  ---------  ---------  -----------  ----------  ------------  ----------  -------------  ---------  -------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2017

 
                                              31 March   31 March 
                                       Note       2017       2016 
                                                  $000       $000 
-----------------------------------  ------  ---------  --------- 
 
 Cash flow from operating 
  activities 
 Cash utilised in operations            9      (1,360)    (2,789) 
 Net cash outflow from operating 
  activities                                   (1,360)    (2,789) 
-----------------------------------  ------  ---------  --------- 
 
 Investing activities 
 Purchase of property, plant 
  and equipment                                    (4)       (28) 
 Sale of property, plant and                         3          - 
  equipment 
 Expenditure on intangible                     (3,413)          - 
  assets 
 Interest received                                   3          - 
 Net cash used in investing 
  activities                                   (3,411)       (28) 
-----------------------------------  ------  ---------  --------- 
 
 Financing activities 
 Cash acquired on reverse 
  acquisition                           4            -      3,835 
 Issue of common shares                             13          - 
 New loans received                              4,300      1,850 
 Loans repaid                                  (1,542)      (250) 
 Interest paid                                   (128)       (98) 
-----------------------------------  ------  ---------  --------- 
 Net cash generated from financing 
  activities                                     2,643      5,337 
-----------------------------------  ------  ---------  --------- 
 Net (decrease)/increase in 
  cash, cash equivalents and 
  bank overdrafts                              (2,128)      2,520 
 Currency variations on cash, 
  cash equivalents and bank 
  overdrafts                                      (16) 
 Cash, cash equivalents and 
  bank overdrafts at the start 
  of the year                                    2,669        149 
-----------------------------------  ------  ---------  --------- 
 Cash, cash equivalents and 
  bank overdrafts at the end 
  of the year                                      525      2,669 
-----------------------------------  ------  ---------  --------- 
 

ONEVIEW GROUP PLC

Preliminary Announcement of the unaudited financial statements for the year ended 31 March 2017

   1.    Accounting Policies 

Basis of preparation

The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards (IAS) and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS. They have been prepared on the historical cost basis. The Group Financial Statements have been prepared on a going concern basis which assumes that the placing proceeds successfully and the outstanding loans are converted to equity.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in August 2017.

Various new standards, interpretations and amendments have become effective since 1 April 2016, but have had no material effect on the financial statements.

   2.    Segment Information 

During the year the Group operated in the following main business segments:

OneView Commerce Licensing of software and providing the related consulting, support and other services related to the software sold; and

Unallocated central costs The provision of Group-wide support services including finance to the other business segment within the Group.

These segments were considered on the basis of different products and services.

 
                               OneView Commerce   Unallocated central costs 
   Year ended 31 March 2017                $000                        $000     Total 
                                                                                 $000 
----------------------------  -----------------  --------------------------  -------- 
 Revenue 
 Software licences                          399                           -       399 
 Consulting                               1,755                           -     1,755 
 Hosting                                    604                           -       604 
 Support and other                          367                           -       367 
----------------------------  -----------------  --------------------------  -------- 
                                          3,125                           -     3,125 
----------------------------  -----------------  --------------------------  -------- 
 Loss from operations                   (2,572)                       (511)   (3,083) 
----------------------------  -----------------  --------------------------  -------- 
 Finance expense                          (314)                         (3)     (317) 
 Finance expense                              -                           3         3 
----------------------------  -----------------  --------------------------  -------- 
 Loss before taxation                   (2,886)                       (511)   (3,397) 
----------------------------  -----------------  --------------------------  -------- 
 Balance sheet 
 Assets                                   4,914                         181     5,095 
 Liabilities                            (9,842)                       3,225   (6,617) 
----------------------------  -----------------  --------------------------  -------- 
 Net (liabilities)/assets               (4,928)                       3,406   (1,522) 
----------------------------  -----------------  --------------------------  -------- 
 
 
                                                       OneView Commerce   Unallocated central costs 
   Year ended 31 March 2016                                        $000                        $000     Total 
                                                                                                         $000 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Revenue 
 Software licences                                                1,502                           -     1,502 
 Consulting                                                       6,201                           -     6,201 
 Hosting                                                             50                           -        50 
 Support and other                                                  360                           -       360 
----------------------------------------------------  -----------------  --------------------------  -------- 
                                                                  8,113                           -     8,113 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Loss from operations                                           (1,195)                        (10)   (1,205) 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Share-based payment arising on reverse transaction                   -                     (1,490)   (1,490) 
 Exceptional items                                                (296)                           -     (296) 
 Finance expense                                                  (181)                           -     (181) 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Loss before taxation                                           (1,672)                     (1,500)   (3,172) 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Balance sheet 
 Assets                                                           2.828                       2,745     5,573 
 Liabilities                                                    (3,600)                       (155)   (3,755) 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Net (liabilities)/assets                                         (772)                       2,590     1,818 
----------------------------------------------------  -----------------  --------------------------  -------- 
 Other 
 Finance expense                                                  (181)                           -     (181) 
----------------------------------------------------  -----------------  --------------------------  -------- 
 

Geographical information

 
                     Revenue by location     Total non-current assets by location 
                         of customers 
                         2017        2016                 2017                2016 
                         $000        $000                 $000                $000 
-----------------  ----------  ----------  -------------------  ------------------ 
 North America          2,159       3,267                3,067                 102 
 United Kingdom           885       3,798                    -                   - 
 Netherlands               81         948                    -                   - 
 Germany                    -          78                    -                   - 
 Other countries            -          22                    -                   - 
-----------------  ----------  ----------  -------------------  ------------------ 
                        3,125       8,113                3,067                 102 
-----------------  ----------  ----------  -------------------  ------------------ 
 
   3.         Exceptional items 

Exceptional items arising in the prior year are for the professional fees incurred relating to the reverse takeover. The exceptional costs incurred are shown below:

 
                                 31   31 March 
                              March 
                               2017       2016 
                               $000     GBP000 
-------------------------  --------  --------- 
 
 Professional fees                -        296 
 Total exceptional items          -        296 
-------------------------  --------  --------- 
 
   4.   Taxation 
 
                                                      31 March   31 March 
                                                          2017       2016 
                                                          $000       $000 
---------------------------------------------------  ---------  --------- 
 Current taxation charge/(credit) 
 UK corporation tax on result for the year                   -          - 
 Overseas tax                                                -          - 
 Total current taxation charge/(credit)                      -          - 
---------------------------------------------------  ---------  --------- 
 Deferred taxation credit 
 Origination and reversal of temporary differences        (13)        (7) 
 Effect of tax rate change on opening balance              (1)          1 
 Adjustment in respect of prior years                        -       (29) 
---------------------------------------------------  ---------  --------- 
 Total deferred taxation credit                           (14)       (35) 
---------------------------------------------------  ---------  --------- 
 Total taxation credit                                    (14)       (35) 
---------------------------------------------------  ---------  --------- 
 

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to the result for the year are as follows:

 
                                                                         31 March   31 March 
                                                                             2017       2016 
                                                                             $000       $000 
----------------------------------------------------------------------  ---------  --------- 
 Loss before taxation                                                     (3,397)    (3,172) 
 
 Loss multiplied by the rate of UK corporation tax of 20% (2016: 20%)       (679)      (635) 
 Effects of: 
 Depreciation on assets not qualifying for capital allowances                   -          6 
 Expenses not deductible for taxation purposes                                 12        375 
 Effect of tax rate changes                                                     4         13 
 Losses on which deferred tax has not been recognised                       1,340        236 
 Adjustments to prior period - deferred tax                                     -       (13) 
 Effect of tax rate on foreign jurisdictions                                (691)       (17) 
----------------------------------------------------------------------  ---------  --------- 
 Total taxation credit                                                       (14)       (35) 
----------------------------------------------------------------------  ---------  --------- 
 
   5.   Loss per ordinary share 

Basic loss per ordinary share is calculated using the weighted average number of ordinary shares in issue during the financial year of 348,329,592 (31 March 2016: 250,701,971). Diluted loss per ordinary share is calculated with reference to 348,329,592 (31 March 2016: 250,701,971) ordinary shares. The weighted average number of ordinary shares in the prior year has been calculated using the share exchange ratio (74.82), further details are shown in Note 7. The effect of the exercise of options on the weighted average number of ordinary shares in issue is 748,211 (31 March 2016: nil).

At 31 March 2017, the Armour Employees' Share Trust held 3,424,000 ordinary shares. The weighted average number of ordinary shares held by the Armour Employees' Share Trust during the year of 3,424,000 is not included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year.

Underlying loss per ordinary share is also shown calculated by reference to loss before exceptional items. The Directors consider that this gives a useful additional indication of underlying performance. It should be noted that the term "underlying" is not defined under IFRS and may not therefore be comparable with similarly titled profit measures reported by other entities.

 
                                          31 March 2017                31 March 2016 
                                               Basic   Diluted              Basic   Diluted 
                                       $000    $0.01     $0.01      $000    $0.01     $0.01 
---------------------------------  --------  -------  --------  --------  -------  -------- 
 Loss for the year                  (3,383)   (0.01)    (0.01)   (3,137)   (0.01)    (0.01) 
 Share-based payments                    59     0.00      0.00        58     0.00      0.00 
 Share-based payment transaction          -     0.00      0.00     1,490     0.00      0.00 
---------------------------------  --------  -------  --------  --------  -------  -------- 
 Loss before exceptional items      (3,324)   (0.01)    (0.01)   (1,589)   (0.01)    (0.01) 
 Exceptional items, net of tax            -     0.00      0.00       296     0.00      0.00 
                                   --------  -------  --------  --------  -------  -------- 
 Underlying loss                    (3,324)   (0.01)    (0.01)   (1,293)   (0.01)    (0.01) 
---------------------------------  --------  -------  --------  --------  -------  -------- 
 
   6.   Dividend 

The Board did not recommend a dividend for the year ended 31 March 2016 and has not recommended a final dividend for the year ended 31 March 2017.

   7.   Share capital 
 
                                    Nominal value                                       Number 
                    ---------------------------------------------  ----------------------------------------------- 
                                          Ordinary shares                                Ordinary shares 
                      Ordinary shares                  of            Ordinary shares                  of 
                                   of             1p each   Total      of $0.001each             1p each     Total 
                       $.01 each $000                $000    $000               '000                '000      '000 
------------------  -----------------  ------------------  ------  -----------------  ------------------  -------- 
 Allotted, called 
 up and fully 
 paid: 
 At 1 April 2015                    4                   -       4              3,314                   -     3,314 
 Issuance of 
  Warrants                          -                   -       -                379                   -       379 
 Consideration 
  shares                          (4)               5,045   5,041            (3,693)             351,005   347,312 
------------------  -----------------  ------------------  ------  -----------------  ------------------  -------- 
 At 31 March 2016                   -               5,045   5,045                  -             351,005   351,005 
------------------  -----------------  ------------------  ------  -----------------  ------------------  -------- 
 
 At 1 April 2016                    -               5,045   5,045                  -             351,005   351,005 
 Exercise of 
  options                           -                  11      11                  -                 749       749 
 At 31 March 2017                   -               5,056   5,056                  -             351,754   351,754 
------------------  -----------------  ------------------  ------  -----------------  ------------------  -------- 
 

The above analysis of the movements in share capital in the prior period reflects the initial share capital of OneView Commerce Inc. subsequently adjusted for the reverse transaction and the issue of shares. At the date of the acquisition there were 74,658,621 ordinary shares in issue, 276,346,760 ordinary shares were issued in consideration for the full share capital of OneView Commerce Inc. The share exchange ratio used was 74.82. Prior to the acquisition, the Company proposed a tender offer to repurchase 22,392,875 ordinary shares at 5p. This was fully subscribed and the shares were repurchased and subsequently cancelled.

The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company's residual assets.

   8.   Net cash flow from operations 
 
                                        31 March   31 March 
                                            2017       2016 
                                            $000       $000 
-------------------------------------  ---------  --------- 
 
 Loss for the year                       (3,383)    (3,137) 
 Depreciation of property, plant and 
  equipment                                   60         61 
 Amortisation of intangible assets           390          - 
 Share-based payments                         59         58 
 Share-based payment transaction               -      1,490 
 Finance income                              (3)          - 
 Finance expense                             317        181 
 Income tax (credit)/charge                 (14)       (35) 
-------------------------------------  ---------  --------- 
 EBITDA*                                 (2,574)    (1,382) 
-------------------------------------  ---------  --------- 
 Gain on sale of property, plant and         (1)          - 
  equipment 
 Decrease/(increase) in trade and 
  other receivables                        1,299    (1,405) 
 Decrease in trade, other payables 
  and provisions                            (84)        (2) 
-------------------------------------  ---------  --------- 
                                           1,214    (1,407) 
-------------------------------------  ---------  --------- 
 Cash utilised in operations             (1,360)    (2,789) 
-------------------------------------  ---------  --------- 
 

* EBITDA is defined as the (loss)/profit before interest, taxation, depreciation, amortisation and share-based payments

   9.   Publication of non-statutory accounts 

The financial information for the year ended 31 March 2017 is unaudited and the auditors' report thereon will be finalised subject to confirmation of the basis of preparation as detailed in Note 1. The financial information for the year ended 31 March 2017 and the year ended 31 March 2016 does not constitute the Company's accounts for those years.

Statutory accounts for the year ended 31 March 2016 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The financial information for the year ended 31 March 2017 is unaudited. The statutory accounts for that year will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The full audited financial statements of OneView Group plc for the period ended 31 March 2017 are expected to be posted to shareholders by the 4 August 2017 and will be available to the public at the Company's registered office, Suite 25, 6-8 Revenge Road, Lordswood, Chatham, Kent, ME5 8UD and available to view on the Company's website at www.oneviewcommerce.com from that date.

10. Annual General Meeting

The Annual General Meeting will be held at the offices of Newgate Communications Ltd, Sky Light City Tower, 50 Basinghall Street, London, EC2V 5DE on Wednesday 6 September 2017 at 12.00 noon.

11. Regulatory Disclosures for Michael Jackson

The following disclosures are required regarding Michael's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies:

Full Name: Michael Edward Wilson Jackson

Age: 67

 
 Current directorships and              Past directorships and 
  partnerships:                          partnerships held over 
                                         the last 5 years: 
 Access Intelligence Plc                Elderstreet Ballater Limited 
 Access Intelligence Media              Pelham Gardens Freehold 
  and Communications Ltd                 Limited 
 AI Mediadata Ltd                       AI Controlpoint Limited 
 AI Talent Limited                      Concorde Solutions Limited 
 AngloInfo Limited 
 AutoService Finance Limited 
 ASF Finance Limited 
 Backup and Running plc 
 Baldwin & Francis Limited 
 Contis Group London 
 Elderstreet Capital Partners 
  Nominees Limited 
 Elderstreet Nominees Limited 
 Elderstreet Holdings Limited 
 Elderstreet Investments Limited 
 Elderstreet Private Equity 
  Limited 
 Elderstreet VCT Plc 
 Fords Packaging Systems 1998 
  Limited 
 Fords Packaging Systems Limited 
 Fords Packaging TopCo Limited 
 Itim Group Ltd 
 Kellan Group Plc 
 Lyalvale Express Limited 
 Lyalvale Property Limited 
 Macranet Limited 
       NetCall plc 
       Old Vicarage Nominees Limited 
       Royal Albert Hall Developments 
        Limited 
       RAH Concerts Ltd 
       Uvenco UK Plc 
       Select Software Tools Plc 
       Syncissue Limited 
       Zoich Limited 
 

In addition, the following companies have been liquidated within 12 months of Michael Jackson's ceasing to be a board member:

   --     Wimbledon 123 Limited                          (Voluntary Liquidation) 
   --     Elderstreet Ballater Limited                     (Voluntary Liquidation) 
   --     E-Trader Group Limited                           (Creditors Voluntary Liquidation) 
   --     B & F Management Limited                    (Voluntary Liquidation) 

Michael has no shareholding in the Company.

No further disclosure is required under AIM Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies with respect to Michael Jackson.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR BXGDLBGDBGRR

(END) Dow Jones Newswires

June 27, 2017 09:13 ET (13:13 GMT)

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