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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Ceconomy AG | TG:CEC | Tradegate | Ordinary Share |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.07 | -2.53% | 2.694 | 2.67 | 2.718 | 2.76 | 2.666 | 2.76 | 34,429 | 22:50:02 |
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RNS Number:9515T
Creative Education Corp Plc
07 January 2004
THE CREATIVE EDUCATION CORPORATION PLC ("CEC" or "The Company")
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
FINAL RESULTS
FOR THE YEAR ENDED 31 AUGUST 2003
The financial results for the year to 31 August 2003 show a loss before
taxation of #576,795 (2002 - #35,180) equivalent to a loss per share of
0.49p. At the year end the company's net assets were #3,766,298. In what
is effectively the first full year of trading this is a creditable
performance and is in line with the director's expectations.
The financial year has been a momentous one for your company with the
listing on the Alternative Investment Market on 7 April, together with the
acquisition of Primary Steps Limited. During the year Creative Education
has continued to expand and put in place the financial and operating
structures to form the foundation of a significant pre-school nursery
education, with an operating format which can be applied to a number of
locations throughout the world.
As you will see since the year end your company has continued to expand
the number of nurseries in the group and has also acquired an 18.5%
interest in Academy Childcare Group Plc.
Current Trading
Your company currently operates 11 nurseries and one pre-prep school.
Occupancy levels have risen steadily from an overall average of 56% in
March 2003 to 68% in November 2003 and further growth is expected through
2004.
Your company is very proud to report that the two nurseries which received
OFSTED inspections this year both achieved the top rating. It is
particularly pleasing that these nurseries were new openings and confirms
the level of excellence being achieved in all areas. The Watford nursery
also received a "Quality in Herts" award.
Very high standards have been reached in all nurseries and we look forward
to maintaining these standards throughout the next year.
The objective of your company is to create one of the leading UK
pre-school nursery businesses, which provides a high quality of service to
children and parents and achieves sustainable profit growth by efficient
management and tight financial control. To achieve these goals, your
company will continue to invest in the training and development of its
staff and the individual nurseries, while retaining an efficient and lean
head office operation.
Finally I would like to thank David Alexander and his team for their
efforts over the past year, which have led to your company achieving the
progress they have made to date.
C Phillips
Chairman
Dated: 12 December 2002
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2003
----------------------------------------------------
The financial results for the year to 31 August 2003 show a loss before
taxation of #576,795 (2002 - #35,180) equivalent to a loss per share of
0.49p. At the year end the company's net assets were #3,766,298. In what
is effectively the first full year of trading this is a creditable
performance and is in line with the director's expectations.
The financial year has been a momentous one for your company with the
listing on the Alternative Investment Market on 7 April, together with the
acquisition of Primary Steps Limited. During the year Creative Education
has continued to expand and put in place the financial and operating
structures to form the foundation of a significant pre-school nursery
education, with an operating format which can be applied to a number of
locations throughout the world.
As you will see since the year end your company has continued to expand
the number of nurseries in the group and has also acquired an 18.5%
interest in Academy Childcare Group Plc.
Current Trading
Your company currently operates 11 nurseries and one pre-prep school.
Occupancy levels have risen steadily from an overall average of 56% in
March 2003 to 68% in November 2003 and further growth is expected through
2004.
Your company is very proud to report that the two nurseries which received
OFSTED inspections this year both achieved the top rating. It is
particularly pleasing that these nurseries were new openings and confirms
the level of excellence being achieved in all areas. The Watford nursery
also received a "Quality in Herts" award.
Very high standards have been reached in all nurseries and we look forward
to maintaining these standards throughout the next year.
The objective of your company is to create one of the leading UK
pre-school nursery businesses, which provides a high quality of service to
children and parents and achieves sustainable profit growth by efficient
management and tight financial control. To achieve these goals, your
company will continue to invest in the training and development of its
staff and the individual nurseries, while retaining an efficient and lean
head office operation.
Finally I would like to thank David Alexander and his team for their
efforts over the past year, which have led to your company achieving the
progress they have made to date.
C Phillips
Chairman
Dated: 12 December 2002
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
The directors present their report and group accounts for the year ended 31
August 2003.
Principal activities
The principal activity of the company is that of the provision of pre-school
nursery education.
Change of the name of the company
On 9 April 2003 the company changed its name from The Creative Educational
Corporation Plc to The Creative
Education Corporation Plc.
Education Corporation Plc.
Review of the development of the business
A full review of the development of the business is contained in the Chairman's
Report.
Results and dividends
The group loss for the year after taxation amounted to #576,795.
The directors do not recommend payment of an ordinary dividend.
Post balance sheet events
Share issues;
On 9 September 2003 the company issued 7,000,000 Ordinary Shares of 1 pence at 5
pence per share.
On 25 September 2003 the company issued 8,100,000 Ordinary Shares of 1 pence at
5 pence per share.
On 3 October 2003 the company issued 5,300,000 Ordinary Shares of 1 pence at 5
pence per share.
On 18 November 2003 the company issued 12,300,000 Ordinary Shares of 1 pence for
5 pence per share.
On 1 December 2003, the company issued 5,043,850 Ordinary Shares of 1 pence at 5
pence per share.
The purpose of the above issues was to raise funds for acquisitions and the
on-going activities of the entity
Conversion of loans;
On 25 September 2003 J Baker Consultancy, a company in which J Baker (a
director) has a controlling interest, converted a loan of #130,000 included
within Directors' current accounts at the year end, to 2,600,000 Ordinary Shares
of 1 pence at a conversion price of 5 pence per share.
On 25 September 2003, a loan of #205,000 included within Directors' current
accounts at the year end from Shortlands Investments Limited, a company in which
L Davis (a director) has a controlling interest, was converted to 4,100,000
Ordinary Shares of 1 pence at a conversion price of 5 pence per share.
Acquisitions;
The following 6 acquisitions have taken place since the year end;
Squirrels Day Nursery, Bedford
Gosford Babies Nursery, Ilford, Essex
Gosford House Nursery, Ilford, Essex
Gosford House Pre- preparatory School, Ilford, Essex
Clarence House Nursery, Ilford, Essex
Academy Childcare Group Plc - 18.5% holding.
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS
--------------------------------------------------
Directors and their interests
The directors at 31 August 2003 and their beneficial interests in the shares of
the company and other group companies were:
Ordinary Shares
of 1p each
31 August 2003 1 September
2002
D Alexander 14,000,000 -
J Baker 29,250,230 -
L Davis 26,941,468 -
R Harris 2,600,000 500,000
R Patel 500,000 500,000
C Phillips - -
J Stirling 4,200,000 -
C Phillips was appointed as a director on 5 September 2002. R Patel was
appointed as a director on 16 October 2002.
D Alexander, J Baker, L Davis and J Stirling were all appointed to the board on
7 April 2003.
In addition subsequent to the year end, on 29 September 2003, G Lumsdon was
appointed as a director.
Creditor payment policy
The company's current policy concerning the payment of trade creditors is to:
a) settle the terms of the payment with suppliers when agreeing the terms of
each transaction.
b) ensure that suppliers are made aware of the terms of payment by inclusion of
the relevant terms in contracts; and
c) pay in accordance with the company's contractual and other legal
obligations.
Trade creditors at the year-end relate to sundry administrative overheads and
disclosure of the number of days' purchases represented by the year end
creditors is not meaningful, due to the nature of the company's activities.
Auditors
On the 20 August 2003 Fisher Corporate Plc resigned as auditors to the company
and H W Fisher & Company were appointed in their place. A resolution proposing
their appointment will be put to the numbers at the next Annual General
Meeting.
By order of the board
R Patel
Company Secretary
Dated 12 December 2003
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS
--------------------------------------------------
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the group and
company of the profit or loss of the group for that period.
In preparing those accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the accounts;
- prepare the accounts on the going concern basis unless it is inappropriate
to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
group and to enable them to ensure that the accounts comply with the Companies
Act 1985. They are also responsible for safeguarding the assets of the group
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS
--------------------------------------------------
We have audited the accounts of The Creative Education Corporation PLC for the
year ended 31 August 2003 set out on pages 6 to 18. These accounts have been
prepared under the historical cost convention and the accounting policies set
out on page 9.
This report is made solely to the company's members, as a body, in accordance
with section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the company's members those matters we are required
to state to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described on page 4 the company's directors are responsible for the
preparation of the accounts in accordance with applicable law and United
Kingdom Accounting Standards.
Our responsibility is to audit the accounts in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the accounts give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' Report is not consistent
with the accounts, if the company has not kept proper accounting records, if
we have not received all the information and explanations we require for our
audit, or if information specified by law regarding directors' remuneration
and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if
we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the
accounts. It also includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the accounts, and of
whether the accounting policies are appropriate to the company's and the
group's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free
from material misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the accounts.
Opinion
In our opinion the accounts give a true and fair view of the state of the
company's and the group's affairs as at 31 August 2003 and of the group's loss
for the year then ended and have been properly prepared in accordance with the
Companies Act 1985.
H W Fisher & Company
Chartered Accountants
Registered Auditor
Acre House
11-15 William Road
London NW1 3ER
United Kingdom
Dated: 12 December 2003
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
2003 2002
Notes # #
Turnover 318,042 -
Administrative expenses (894,273) (35,180)
Operating loss 3 (576,231) (35,180)
Other income - -
Interest payable and similar 6 (564) -
charges
Loss on ordinary activities (576,795) (35,180)
before taxation
Tax on loss on ordinary 7 - -
activities
Loss on ordinary activities after (576,795) (35,180)
taxation
Accumulated loss brought forward (35,180) -
Accumulated loss carried forward (611,975) (35,180)
Loss per share 9
- Basic (0.49) p (0.20) p
- Diluted (0.49) p (0.20) p
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no recognised gains and losses other than those passing through the
profit and loss account.
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
BALANCE SHEETS
AS AT 31 AUGUST 2003
----------------------------------------------------
Group Company
2003 2002 2003 2002
Notes # # # #
Fixed assets
Intangible assets 10 4,249,097 - 4,249,097 -
Tangible assets 11 454,807 - 454,807 -
4,703,904 - 4,703,904 -
Current assets
Debtors 13 74,268 100,000 74,268 100,000
Cash at bank and in hand 42,029 144,170 42,029 144,170
116,297 244,170 116,297 244,170
Creditors: amounts
falling due within one
year 14 (1,053,903) - (1,053,903) -
Net current assets (937,606) 244,170 (937,606) 244,170
Total assets less current 3,766,298 244,170 3,766,298 244,170
liabilities
Capital and reserves
Called up share capital 15 1,171,766 180,000 1,171,766 180,000
Share premium account 16 406,507 99,350 406,507 99,350
Other reserves 16 2,800,000 - 2,800,000 -
Profit and loss account (611,975) (35,180) (611,975) (35,180)
Shareholders' funds - equity 17 3,766,298 244,170 3,766,298 244,170
interests
The accounts were approved by the board on 12 December 2003
D Alexander R Patel
Director Director
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
2003 2002
Notes # #
Net cash outflow from 18 (615,970) (135,180)
operating activities
Returns on investments and servicing of finance
Interest paid (564) -
Net cash outflow from returns on
investments and servicing of finance (564) -
Capital expenditure and financial investment
Payments to acquire (137,113) -
tangible fixed assets
Payments to acquire (52,090) -
subsidiary
Net overdrafts acquired with (156,583) -
subsidiary
Receipts from sales of 1,864 -
tangible fixed assets
Net cash outflow from capital expenditure
and financial investment (343,922) -
Net cash outflow before financing (960,456) (135,180)
Financing
Issue of ordinary share capital 770,000 280,000
Cost of share issue (171,077) (650)
Net cash inflow from 598,923 279,350
financing
(Decrease)/increase in cash 19 (361,533) 144,170
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
1 Accounting policies
1 .1 Basis of preparation
The accounts have been prepared under the historical cost convention and on a
going concern basis.
1 .2 Compliance with accounting standards
The accounts have been prepared in accordance with applicable accounting
standards.
1 .3 Basis of consolidation
The consolidated profit and loss account and balance sheet include the
accounts of the company and of its subsidiary undertaking, Primary Steps
Limited, made up to 31 August 2003. The results of subsidiaries sold or
acquired are included in the profit and loss account up to, or from, the date
control passes. Intra-group sales and profits are eliminated fully on
consolidation.
1 .4 Turnover
Turnover represents the invoiced value of services provided net of VAT.
1 .5 Goodwill
Goodwill is amortised over its useful economic life currently estimated to be
20 years.
1 .6 Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided on all tangible fixed assets at rates calculated to write off the
cost less estimated residual value of each asset over its expected useful
life, as follows:
Leasehold property Over the period of the lease
Fixtures, fittings & equipment 20% - 33.3% straight line
1 .7 Leasing
Rental payments under operating leases are charged to the profit and loss
account on a straight line basis over the period of the lease.
1 .8 Deferred taxation
Deferred tax is provided in full on timing differences which result in an
obligation at the balance sheet date to pay more tax, or a right to pay less
tax, at a future date, at rates expected to apply when they crystallise based
on current tax rates and law. Timing differences arise from the inclusion of
items of income and expenditure in taxation computations in periods different
from those in which they are included in the accounts. Deferred tax is not
provided on timing differences arising from the revaluation of fixed assets
where there is no commitment to sell the assets. Deferred tax assets are
recognised to the extent that it is regarded as more likely than not that
they will be recovered. Deferred tax assets and liabilities are not
discounted.
2 Turnover
The total turnover of the group for the year has been derived from its
principal activity wholly undertaken in the United Kingdom.
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
3 Operating loss 2003 2002
# #
Operating loss is stated after charging:
Amortisation of intangible assets 90,406 -
Depreciation of owned tangible assets 21,263 -
Operating lease rentals 200,357 -
Auditors' remuneration (company #5,000 ; 2002: #- ) 10,000 -
Remuneration of auditors for non-audit work 28,593 -
4 Directors' emoluments 2003 2002
# #
Aggregate emoluments 62,458 -
5 Employees
Number of employees
The average weekly number of employees was:
2003 2002
Number Number
Administration 60 -
Employment costs
# #
Wages and salaries 346,379 -
Social security costs 30,671 -
377,050 -
6 Interest payable and similar charges 2003 2002
# #
Interest payable on:
Bank loans and overdrafts 564 -
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
7 Tax on loss on ordinary activities 2003 2002
# #
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (576,795) (35,180)
Loss on ordinary activities before taxation multiplied (109,591) (7,036)
by standard rate of UK corporation tax of 19.00% (2002
: 20.00%)
Expenses not deductible for tax purposes 4,242 -
Depreciation in period in excess of capital 737 -
allowances
Movement in tax losses 104,612 7,036
Current tax charge - -
8 Loss for the financial year
As permitted by section 230 of the Companies Act 1985, the holding company's
profit and loss account has not been included in these accounts. The loss for
the financial year is made up as follows:
2003 2002
# #
Holding company's loss for the financial year (576,795) (35,180)
9 Earnings per share
The calculation of the basic earnings per share and diluted earnings per share
is based on the loss attributable to ordinary shareholders of #576,795 (2002:
Loss #35,180), divided by the weighted average number of shares in issue during
the year.
The weighted average number of shares used on the calculations are set out
below:
2003 2002
Number of Number of
shares shares
117,176,560 18,000,000
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
10 Intangible fixed assets
Group and company
Goodwill
#
Cost
At 1 September 2002 -
Additions 4,339,503
At 31 August 2003 4,339,503
Amortisation
At 1 September 2002 -
Charge for year 90,406
At 31 August 2003 90,406
Net book value
At 31 August 2003 4,249,097
The Goodwill arises on the acquisition of Primary Steps Limited which
had net liabilities of #787,413. The company was purchased for
#3,552,090, being the 70,000,000 Ordinary Shares of 1 pence each issued
by The Creative Education Corporation Plc at 5 pence per share, stamp
duty of #17,500 and related legal and professional costs of #34,590.
11 Tangible fixed assets
Group and company
Short leasehold Fixtures, Total
improvements fittings &
equipment
# # #
Cost
At 1 September 2002 - - -
Transfer from Primary Steps Limited 307,476 71,887 379,363
Additions 120,750 16,363 137,113
Disposals (10,952) (1,864) (12,816)
At 31 August 2003 417,274 86,386 503,660
Depreciation
At 1 September 2002 - - -
Transfer from Primary Steps Limited 12,290 19,384 31,674
On disposals (4,084) - (4,084)
Charge for the year 15,520 5,743 21,263
At 31 August 2003 23,726 25,127 48,853
Net book value
At 31 August 2003 393,548 61,259 454,807
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
12 Fixed asset investments
Company
Shares in
Subsidiary undertakings
#
Cost -
As at 1 September 2002 3,552,090
Additions (3,552,090)
Realisation through dividend
At 31 August 2003 -
Holdings of more than 20%
The company holds more than 20% of the share capital of the following
companies:
Company Country of registration Shares held
or
incorporation
Class %
Subsidiary undertakings
Primary Steps Limited England & Wales Ordinary 100
On 9 April 2003 The Creative Education Corporation Plc acquired the entire
share capital of Primary Steps Limited for #3,500,000 by issue of 70,000,000
Ordinary Shares of 1 pence at 5 pence per share.
In addition #17,500 stamp duty on the transaction and #34,590 of related legal
and professional costs were capitalised as part of the investment.
Also on 9 April 2003, the entire trade of Primary Steps Limited was transferred
to The Creative Education Corporation Plc for #3,552,090, the book value of The
Creative Education Corporation Plc's investment in Primary Steps Limited.
Following this, the reserves of Primary Steps Limited were transferred to The
Creative Education Corporation Plc through a dividend of #3,552,090. This was
set against the investment in Primary Steps Limited as a realisation of that
investment.
The net assets of Primary Steps Limited that were acquired were:
Fixed assets 347,689
Debtors 84,146
Cash 366
Overdrafts (156,949)
Creditors (1,062,665)
(787,413)
Goodwill 4,339,503
3,552,090
===========
Satisfied by:
Issue of shares 3,500,000
Cash (costs) 52,090
3,552,090
===========
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
---- ------------------------------------------------
13 Debtors
Group Company
2003 2002 2003 2002
# # # #
Trade debtors 22,335 - 22,335 -
Other debtors 11,750 100,000 11,750 100,000
Prepayments and accrued income 40,183 - 40,183 -
74,268 100,000 74,268 100,000
Amounts falling due after more than one year and included in the debtors above
are:
2003 2002 2003 2002
# # # #
Other debtors 11,750 - 11,750 -
These amounts relate to rent deposits.
14 Creditors : amounts falling due within one year
Group Company
2003 2002 2003 2002
# # # #
Bank overdrafts 259,392 - 259,392 -
Trade creditors 131,816 - 131,816 -
Taxes and social security 20,500 - 20,500 -
costs
Directors' current accounts 349,000 - 349,000 -
Other creditors 49,594 - 49,594 -
Accruals and deferred income 243,601 - 243,601 -
1,053,903 - 1,053,903 -
The bank overdraft is secured by a mortgage debenture over all the assets of
the company.
The directors have converted loans amounting to #335,000 into equity shares at
5 pence per share since the year-end.
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
15 Share capital 2003 2002
# #
Authorised
500,000,000 Ordinary Shares of 1 pence each 5,000,000 5,000,000
Allotted, called up and fully paid
117,176,560 (2002: 18,000,000) Ordinary Shares of 1 pence each 1,171,766 180,000
On 7 April 2003 4,000,000 Ordinary Shares of 1 pence were issued at 5 pence per share
pursuant to an application for admission to AIM.
On 7 April 2003 70,000,000 Ordinary Shares of 1 pence were issued at 5 pence per share in
consideration for the acquisition of the entire share capital of Primary Steps Limited.
A further 450,000 Ordinary Shares of 1 pence were issued at 5 pence per share to Walgate
Trustees Limited, and 300,000 Ordinary Shares to Grant Thornton Corporate Finance in
settlement of their fees in connection with the admission to AIM and the acquisition of
Primary Steps Limited.
In addition 24,426,560 Ordinary Shares of 1 pence were issued at 2.18 pence each pursuant
to the conversion of convertible loan notes issued to L. Davis, Shortlands Investments
Limited, Lincoln Trust Company (Jersey) and J. Baker.
16 Statement of movements on profit and loss account
Merger Share premium
reserve account
# #
Balance at 1 September 2002 - 99,350
Premium on shares issued during the year - 478,234
Cost of issue of shares - (171,077)
Movement during the year 2,800,000 -
Balance at 31 August 2003 2,800,000 406,507
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
17 Reconciliation of movements in shareholders' funds 2003 2002
Group # #
(Loss)/profit for the financial year (576,795) (35,180)
New share capital subscribed 4,098,923 279,350
Net addition to shareholders' funds 3,522,128 244,170
Opening shareholders' funds 244,170 -
Closing shareholders' funds 3,766,298 244,170
18 Net cash outflow from operating activities 2003 2002
# #
Reconciliation to operating loss:
Operating loss (576,231) (35,180)
Depreciation of tangible fixed assets 21,263 -
Amortisation of intangible fixed assets 90,406 -
Loss on disposal of tangible fixed assets 6,868 -
Decrease/(increase) in debtors 109,878 (100,000)
(Decrease)/Increase in creditors (268,154) -
(615,970) (135,180)
19 Reconciliation of net cash flow to movement in net 2003 2002
debt
# #
(Decrease)/increase in cash (204,950) 144,170
Net debt at 1 September 2002 144,170 -
Net debt at 31 August 2003 (217,363) 144,170
20 Analysis of net debt
At 1 September Cash flow At 31 August
2002 2003
# # #
Cash at bank and in hand 144,170 (102,141) 42,029
Bank overdrafts - (259,392) (259,392)
144,170 (361,533) (217,363)
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
21 Financial commitments
At 31 August 2003 the group had annual commitments under non-cancelable
operating leases as follows:
Land and buildings
2003 2002
# #
Expiry date:
Within one year 50,500 -
Between two and five years 25,000 -
In over five years 207,000 -
282,500 -
22 Capital commitments
There were no capital commitments at the year end.
23 Related party transactions
Conversion of loans;
On 8 April 2003 J Baker, a director, converted a loan of #221,332 included
within Directors' current accounts, to 10,152,844 Ordinary Shares of 1
pence each at a conversion price of 2.18 pence per share. J Baker was owed
#60,000 (2002: #70,283) at the year-end.
On 8 April 2003 J Baker Consultancy, a company in which J Baker (a
director) has a controlling interest, converted a loan of #35,000 included
within Directors' current accounts, to 1,605,505 Ordinary Shares of 1 pence
each at a conversion price of 2.18 pence per share. J Baker Consultancy was
owed #84,000 (2002: #35,000) at the year-end.
On 8 April 2003 Iron Founders & Allied Trade Nominees Limited, a company in
which J Baker (a director) has a controlling interest, converted a loan of
#15,083 included within Directors' current accounts, to 691,881 Ordinary
Shares of 1 pence each at a conversion price of 2.18 pence per share. Iron
Founders & Allied Trade Nominees Limited were owed #nil (2002: #15,083) at
the year-end.
On 8 April 2003 L Davis, a director, converted a loan of #24,203 included
within Directors' current accounts, to 1,110,229 Ordinary Shares of 1 pence
each at a conversion price of 2.18 pence per share. L Davis was owed #nil
(2002: #24,203) at the year-end.
On 8 April 2003, a loan of #196,881 included within Directors' current
accounts from Shortlands Investments Limited, a company in which L Davies
(a director) has a controlling interest was converted to 9,031,239 Ordinary
Shares of 1 pence each at a conversion price of 2.18 pence each. Shortlands
Investments was owed #205,000 (2002: #75,000) at the year-end.
On 8 April 2003, a loan of #40,000 from Lincoln Trust, a major shareholder,
was converted to 1,834,862 Ordinary Shares of 1 pence each at a conversion
price of 2.18 pence each. Lincoln Trust was owed #nil (2002: #40,000) at
the year-end.
Leases;
During the year the Group was charged #21,875 (2002: #nil) for the lease of
Primary Steps Milton Keynes and #16,779 (2002: #nil) for the lease of
Primary Steps Hemel Hempstead by Conduit Square Limited, a company in which
L. Davis and J. Baker are directors and shareholders.
Also during the year the Group was charged #4,583 (2002: #nil) for the
lease of Primary Steps East Sheen by Iron Founders & Allied Trade Nominees
Limited, a company in which J. Baker is a director and sole shareholder
THE CREATIVE EDUCATION CORPORATION PLC
(PREVIOUSLY THE CREATIVE EDUCATIONAL CORPORATION PLC)
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2003
--------------------------------------------------
24 Post Balance Sheet Events
Group and company
Share issues;
On 9 September 2003 the company issued 7,000,000 Ordinary Shares of 1 pence
at 5 pence per share.
On 25 September 2003 the company issued 8,100,000 Ordinary Shares of 1
pence at 5 pence per share.
On 3 October 2003 the company issued 5,300,000 Ordinary Shares of 1 pence
at 5 pence per share.
On 18 November 2003 the company issued 12,300,000 Ordinary Shares of 1
pence for 5 pence per share.
On 1 December 2003, the company issued 5,043,850 Ordinary Shares of 1 pence
at 5 pence per share.
The purpose of the above issues was to raise funds for acquisitions and the
on-going activities of the entity.
Conversion of loans;
On 25 September 2003 J Baker Consultancy, a company in which J Baker (a
director) has a controlling interest, converted a loan of #130,000 included
within Directors' current accounts at the year end, to 2,600,000 Ordinary
Shares of 1 pence at a conversion price of 5 pence per share.
On 25 September 2003, a loan of #205,000 included within Directors' current
accounts at the year end from Shortlands Investments Limited, a company in
which L Davis (a director) has a controlling interest, was converted to
4,100,000 Ordinary Shares of 1 pence at a conversion price of 5 pence per
share.
Acquisitions;
The following 6 acquisitions have taken place since the year end;
Squirrels Day Nursery, Bedford
Gosford Babies Nursery, Ilford, Essex
Gosford House Nursery, Ilford, Essex
Gosford House Pre- preparatory School, Ilford, Essex
Clarence House Nursery, Ilford, Essex
Academy Childcare Group Plc - 18.5% holding.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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