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RNS Number:0750O
Universal Direct Group PLC
29 July 2003
For immediate release Tuesday, 29 July 2003
Universal Direct Group plc ("UDG" or "the Company")
PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 MARCH 2003
Enquiries:
Edward Adams, Chairman 020 7209 1324
Universal Direct Group plc
Roland Cornish, Chairman 020 7628 3396
Beaumont Cornish Limited
For immediate release Tuesday, 29 July 2003
Universal Direct Group plc ("UDG" or "the Company")
PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 MARCH 2003
CHAIRMAN'S STATEMENT
Results
For the year to 31 March 2003 the Group had sales of # 4.78m (year to 31 March
2002 # 4.47m) and a loss on ordinary activities before taxation of # 985,000
(year to 31 March 2002 # 9.1m).
All of the sales came from the Group's only operating subsidiary Andromeda
Holdings Ltd ("Andromeda"), the book packaging and publishing company. The loss
on ordinary activities before taxation was made up of a loss from Andromeda of
#680,000 and loss from the holding company Universal Direct Group plc (formerly
Medi@Invest PLC) of # 305,000.
Post Balance Sheet Events
An Extraordinary General Meeting of the Company was held on 9 April 2003 ("the
April EGM"), at which shareholders approved the acquisition of the whole of the
issued ordinary share capital of Universal Consumer Products plc ("UCP") for an
initial cash consideration of # 2.5m. At the same time the name of the Company
was changed from Medi@Invest PLC to Universal Direct Group plc to reflect the
change in the Company's principal operating business. In addition, pursuant to a
share capital reorganisation, the number of ordinary shares held by shareholders
was reduced by a factor of 100 with a view to increasing the share price and the
marketability of the ordinary shares traded on AIM.
In view of the fact that UCP, the Company's main operating business, is based in
Market Drayton, Shropshire, it was felt that the main finance function should
also be based there. Andrew Flatt has therefore agreed to retire from the Board
at the Company's Annual General Meeting to be held on Thursday, 28 August 2003
("the AGM"). Mr Paul Jacques will join the Group, as Finance Director of the
Group's operating subsidiary, UCP, in early August. For the time being, at main
Board level, I will take responsibility for the Group's overall financial
control.
Sale of Andromeda
In the middle of 2002 it was decided to sell the business of Andromeda.
Unfortunately no offers were forthcoming at values that realised the Company any
cash net of repaying bank debts. The Board has therefore accepted an offer from
Andrew Flatt to sell the whole of the issued share capital of Andromeda to him
for a consideration of #1, together with all assets and liabilities. As at 31
March 2003 Andromeda had net liabilities of # 971,000 (see note 2 to the
financial statements).
Under the sale agreement, if Andromeda or its business is sold within a period
of three years following completion of the sale Andrew Flatt and any other
shareholders will pay the Company a sum equal to 20 per cent of the
consideration received over #1m.
The sale of Andromeda to Andrew Flatt is a related party transaction. The
Directors, other than Andrew Flatt, having consulted with the Company's
Nominated Adviser, Beaumont Cornish Limited, consider that the terms of the
transaction are fair and reasonable so far as the shareholders are concerned and
in the Company's best interests. It is expected that the sale of Andromeda will
be completed shortly.
Trading Update and Outlook
As detailed in the circular to shareholders produced ahead of the April EGM, UCP
is in the business of buying customer returns and/or overstocks of consumer
electronics and other durables from multiple retailers and manufacturers for
onward sale to its network of high street but largely independent "discount"
retailers.
In the 11 months to 31 March 2003, UCP made audited pre-tax profits of #713,352
on sales of #6,043,911. Since that time it has traded in line with expectations
with a build up of stock for resale from the low levels it came with upon
acquisition.
The Board is confident that the Group has now established a trading platform
upon which sustainable growth in sales and profits in future years can be
achieved.
Dividend
The Company does not propose to pay a dividend for the year to 31 March 2003. At
the Company's forthcoming AGM a resolution will be passed to enable the Company
to be able to pay dividends in future years if sufficient profits are generated
at Group level.
Change of Registered Office
In the light of the sale of Andromeda the Group's registered office shall now
move to Universal House, Milton Drive, Market Drayton, Shropshire TF9 3SP. After
the forthcoming AGM Paul Jacques shall be appointed Company Secretary.
Annual Report and the AGM
The forthcoming AGM will be held on Thursday the 28 August 2003 at 11.30am at
the offices of the Group's operating subsidiary, UCP, at Universal House, Milton
Drive, Market Drayton, Shropshire TF9 3SP.
The report and financial statements for the year to 31 March 2003, a notice
convening the AGM and associated proxy forms are expected to be posted to
shareholders within the next week. Shareholders will also receive a brief
circular providing details on certain of the AGM resolutions which will be
addressed as special business.
The AGM resolutions which will be addressed as special business relate to a
reduction of share capital, which is intended to enable the Company to pay
dividends in future years; and a share consolidation and sub-division, which
will provide a means whereby over three quarters of the Company's shareholders
who currently hold less than 100 ordinary shares will, unless they respond to
the contrary, have their shares sold without incurring the cost of dealing and
administration charges. In addition, this will have the effect of reducing the
number of shareholders on the register and the attendant cost to the Company of
distributing shareholder documentation to the remaining shareholder base.
Resolutions will also provide for authorities to purchase and allot the
Company's shares.
Copies of the report and financial statements, the AGM notice, associated proxy
forms and the circular will be available to the public free of charge for one
month by writing to the Group at Universal House, Milton Drive, Market Drayton,
Shropshire TF9 3SP.
Edward Adams
Chairman
29 July 2003
UNIVERSAL DIRECT GROUP PLC
Consolidated profit and loss account for the year ended 31 March 2003
________________________________________________________________________________
2003 2002
#'000 #'000
Turnover 4,782 4,470
Cost of sales (4,070) (3,085)
_______ _______
Gross profit 712 1,385
Administrative expenses (1,751) (5,558)
_______ _______
(1,039) (4,173)
Other operating income - 6
_______ _______
Group operating loss (1,039) (4,167)
Provision for impairment in investment in associated - (4,958)
undertaking
_______ _______
Loss on ordinary activities
before interest and taxation (1,039) (9,125)
Interest receivable 76 103
Interest payable and similar charges (22) (44)
_______ _______
Loss on ordinary activities
before taxation (985) (9,066)
Taxation on loss on ordinary activities (5) (6)
_______ _______
Loss on ordinary activities
after taxation transferred to reserves (990) (9,072)
_______ _______
Loss per share (p) - 1p ordinary shares
- basic and diluted (0.22) (2.13)
_______ _______
Loss per share (p) - 10p ordinary shares
- basic and diluted (21.78) (212.80)
_______ _______
All the activities of the Group are classed as continuing.
The Group has no recognised gains or losses other than the results for the year
as set out above.
UNIVERSAL DIRECT GROUP PLC
Consolidated balance sheet at 31 March 2003
________________________________________________________________________________
2003 2003 2002 2002
#'000 #'000 #'000 #'000
Fixed assets
Intangible assets 875 1,000
Tangible assets 234 230
Investments
- associated undertaking - -
- other - 100
_______ _______
1,109 1,330
Current assets
Stocks 1,586 1,191
Debtors 1,409 1,239
Cash 2,142 2,445
_______ _______
5,137 4,875
Creditors: amounts falling due
within one year 4,319 3,288
_______ _______
Net current assets 818 1,587
_______ _______
Total assets less current 1,927 2,917
liabilities
_______ _______
Capital and reserves
Called up share capital 5,749 5,749
Share premium account 21,233 21,233
Capital redemption reserve 10 10
Profit and loss account (25,065) (24,075)
_______ _______
Shareholders' funds 1,927 2,917
_______ _______
Shareholders' funds includes #1,204,000 (2002 - #1,204,000) relating to
non-equity interests.
UNIVERSAL DIRECT GROUP PLC
Consolidated cash flow statement for the year ended 31 March 2003
_____________________________________________________________________
2003 2003 2002 2002
#'000 #'000 #'000 #'000
Net cash/(outflow)/ inflow from
operating
activities (198) 35
Returns on investments and
servicing of finance
Interest received 76 103
Interest paid (22) (44)
Net cash inflow from returns on
investments and servicing of finance 54 59
Taxation
Overseas taxation paid (5) (6)
Capital expenditure and financial
investment
Purchase of tangible fixed assets (105) (145)
________ _______
Net cash outflow from capital
expenditure and financial investment (105) (145)
Cash outflow before use of liquid
resources and financing (254) (57)
Management of liquid resources
Decrease in cash on fixed
term bank deposit 314 120
________ _______
60 63
Financing
Capital element of hire purchase (11) (14)
payments ________ _______
Net cash outflow from financing (11) (14)
________ _______
Increase in cash in the year 49 49
________ _______
NOTES
1 Loss per share
The basic loss per share is 0.2178p (2002 - 2.128p) based on 454,502,203 1p
ordinary shares (2002 - 426,255,800 shares), being the weighted average number
of ordinary shares in issue during the year, and on the loss after taxation for
the year of #990,000 (2002 - loss #9,072,000). Since none of the Company's
potential options and warrants were dilutive, no additional diluted earnings per
share has been presented.
On 9 April 2003 the Company consolidated 100 ordinary shares of 1p each into 1
ordinary share of 10p each, accordingly the revised loss per share is 21.78p
(2002 - 212.80p), based upon 4,545,022 ordinary shares (2002 - 4,262,558
shares), being the weighted average number of shares.
2 The financial information set out in this document does not constitute
statutory group accounts.
3 The consolidated profit and loss account, balance sheet and cash flow
statement for the year ended 31 March 2002 shown above have been extracted from
the statutory accounts for that year on which the auditors gave an unqualified
opinion. The report and accounts for the year to 31 March 2003 will be posted to
shareholders and, after being laid before the Annual General Meeting, will be
delivered to the Registrar of Companies.
4 The preliminary announcement was approved by the Board of Directors on
25 July 2003.
5 The Board of Directors does not propose to pay a dividend.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EAFXNADPDEFE
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