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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Abraxus Inv. | LSE:AXU | London | Ordinary Share | GB0008463787 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 3.75 | 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:5257J
Abraxus Investments PLC
29 September 2006
ABRAXUS INVESTMENTS PLC
Directors, officers and advisers
Directors
David Sparks
John Anthony
Uri Heller
Alon Liberman
Michael Kevehazi
Secretary
Jonathan Hale
Registered office
118 Piccadilly
London
W1J 7NW
Registered number
03790823
Nominated adviser
Shore Capital & Corporate Limited
Bond Street House
14 Clifford Street
London
W1S 4JU
Solicitors
Edwin Coe
2 Stone Buildings
Lincoln's Inn
London
WC2A 3TH
Auditors
Chantrey Vellacott DFK LLP
Russell Square House
10-12 Russell Square
London
WC1B 5LF
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
KENT
BR3 4TU
Bankers
National Westminster Bank plc
P O Box 2021
10 Marylebone High Street
London
W1A 1FW
ABRAXUS INVESTMENTS PLC
Chairman's statement
I am pleased to set out below the Director's Report and Financial Statements of
Abraxus Investments PLC (''Abraxus'') for the year ended 31 March 2006.
Financial Results:
Turnover for the year was nil (2005 - nil) with a loss on ordinary activities
before taxation of #451,526 (2005 - loss #431,467). At 31 March 2006
the Group had cash balances of #397,881 (2005: 1,073,472). The Board is not
recommending the payment of a dividend.
Operational Review:
During the year, the implementation of the Company's strategy has been adversely
effected by disputes between groups of shareholders. An Extraordinary General
Meeting of the Company was requisitioned by Langdale Overseas Property Services
PLC acting through its nominee Pershing Keen Nominees Limited, which at the
time, held 18.65% of the issued share capital of the Company. The meeting was
held on 4 July 2005 at which resolutions were proposed to remove all the current
directors and to appoint three new directors. All the resolutions were rejected
by the shareholders by a substantial majority.
However, I am disappointed to report that as a result of continued ongoing
disputes between groups of shareholders, it was not practicable to progress the
raising of equity share capital to fund the Podmaniczky hotel project in
Budapest (the ''Hotel Project''). In addition, the Austrian bank which had
previously given an ''in principle'' commitment to provide loan finance for the
development of the Hotel Project, advised that the facility would not be made
available until such shareholder disputes were settled. The Board took the view
that these disputes were not capable of being resolved in the short term and on
6 March 2006, the Company announced that the Board had resolved to sell the
Company's wholly owned subsidiary, First AB kft (the ''Subsidiary''). The
Subsidiary owns the Hotel Project which was the Company's only material non-cash
asset. As the sale of the Subsidiary resulted in the divesture of all of the
Company's current trading activities, it was necessary pursuant to the AIM rules
to obtain the approval of the Company's shareholders by way of Ordinary
Resolution. This resolution was duly passed at an Extraordinary General Meeting
held on 24 April 2006.
Post year end events
Sale of Hungarian Subsidiary
On 20 July 2006, the Company announced that the disposal of its wholly owned
Hungarian Subsidiary, First AB Kft, had been completed. The Company confirmed
that it had received gross proceeds of #1,053,762 from the successful bidder,
Real Asset Holdings Ltd. After deducting selling costs of #20,662, the net
proceeds from the sale total #1,033,100, representing a profit on disposal of
#8,256. In addition to the sale proceeds, the Company has received full
repayment of the 866,238 Euro loan made to First AB kft. Total monies received
from the purchaser totaled #1.65 million.
Strategic Review
As a result of the sale of its Subsidiary, the Company is now treated as an ''
investing company'' under AIM rules. Following the sale, the Company has circa
#1.6 million, which is currently being held on deposit pending discussions with
major shareholders regarding the future of the Company. The Board hopes that
these discussions will lead to a consensus that will allow the Company to raise
additional equity funds to continue its stated strategy. If an appropriate way
forward cannot be agreed, then it is the present intention of the Board to
return existing funds to shareholders by way of a members' voluntary liquidation
or otherwise.
ABRAXUS INVESTMENTS PLC
Chairman's statement (continued)
Conclusion
Finally I should like to take this opportunity of thanking shareholders for
their patient support in what has been a difficult time for the Company. The
Board hopes that the differences between the groups of shareholders will be
resolved, but if this proves impossible then the Board's present intention is,
as mentioned above, to return cash to the shareholders.
D. Sparks
Chairman
29 September 2006
ABRAXUS INVESTMENTS PLC
Corporate Governance
General
As a company quoted on the Alternative Investment Market of the London Stock
Exchange (''AIM'') the Company is not required to comply with the Combined Code
- Principles of Good Governance and Code of Best Practice. The Company is
committed to high standards of corporate governance for which the Board is
responsible. The Board meets either physically or by telephone at least four
times a year and additional meetings are arranged as necessary. Full and timely
information is provided to the Board to enable it to function effectively and to
allow the Directors to discharge their responsibilities.
The Board seeks advice and guidance on compliance with the AIM Rules and other
applicable regulations where appropriate from its nominated adviser and its
professional advisers.
Board Composition and Tenure
The Board consists of five Directors: two executive and three non executive. The
Directors have a breadth of experience relevant to the Company's business and
brief biographical details of each Director are set out on page 6. Directors are
initially appointed until the following Annual General Meeting when, under the
Articles of Association, it is required that they be elected by shareholders. In
accordance with the Articles of Association, one third of Directors are required
to stand for re-election each year at the Annual General Meeting
The Board recommends the re-election of Uri Heller who retires by rotation at
this year's Annual General Meeting.
Committees of the Board
The Board delegates certain functions and responsibilities to committees, in
particular the audit and remuneration committees. Details of the membership of
these committees is shown with the Directors' profiles on page 6.
The Audit Committee, whose membership is shown on page 6, meets as appropriate.
This Committee reviews the interim and annual financial statements and the scope
and results of the external audit and its cost effectiveness. Representatives of
the Company's auditors attend such Committee meetings as necessary.
The Remuneration Committee, whose membership is shown on page 6, meets at least
once a year to review the remuneration packages of the Directors. It makes
recommendations to the Board for final approval.
Relationship with Mr Heller
The Company has a contractual relationship with Mr Uri Heller, a Director of the
Company, whereby (subject to certain exceptions) neither he, nor any company in
which he has at least a fifty percent interest may acquire a property in the EU
countries of Central and Eastern Europe without procuring that it is first
offered to the Company. In the event of the Company agreeing to purchase the
property certain fees negotiated at the time may be payable. In order to avoid
possible conflicts of interest the Company reviews any such fee proposals
whether from Mr Heller or any connected company with its professional advisers
and where appropriate takes Counsel's opinion. In accordance with the AIM Rules
where the relevant transaction is classed as a related party transaction the
Company's nominated adviser's opinion is sought that the transaction is fair and
reasonable so far as the shareholders are concerned.
ABRAXUS INVESTMENTS PLC
Corporate Governance (continued)
The Board believes that this arrangement with Mr Heller is in the best interests
of the Company as it gives the Company access to property deals which it would
not otherwise attract. Any fees payable to Mr Heller or any connected company
are carefully reviewed by your Board to ensure that they are not out of line
with those charged by third parties for comparable services.
Relations with Shareholders
The Board aims to provide shareholders with a full understanding of the
Company's activities and performance in the Annual Report and Accounts and
otherwise.
All shareholders are encouraged to attend the Annual General Meeting at which
the Directors are available in person to meet with and answer, subject to any
relevant commercial sensitivity, shareholders' questions.
ABRAXUS INVESTMENTS PLC
Directors
Current Board
David Sparks B.Sc. (Econ.) Aged 64 - Non Executive Chairman * +
A Director since 10th August 2005
He is a qualified solicitor and a former senior partner of Lovells, a major firm
of international solicitors based in the City of London where he specialised in
corporate and banking law. He has had wide experience in advising on general
corporate matters and finance structures including those related to property
development. Formerly he has been a non executive director of a wide range of
companies both public and private.
John Anthony B.Com, LLB (Hons), MBA Aged 48 - Non Executive Director
A Director since 22nd May 2002
Since graduating from the London Business School and the Wharton Business School
with an MBA he has been involved in investment banking particularly in relation
to the extractive industries. He has held positions as director or senior
manager with a number of major financial institutions including Banque Nationale
de Paris, Lloyds Merchant Bank and CIGNA (Europe).He is currently a director of
several resource companies.
Uri Heller Aged 58 - Property Development Director
A Director since 9th May 2003
He is a qualified engineer and is a member of the Engineering Association of
Israel. He has over ten years experience in property development and investment
in Central and Eastern Europe particularly in the Czech Republic and Hungary.
The developments he has been responsible for in these countries include offices
and hotels. He has well established connections with an Austrian bank which
specialises in advancing loan finance for property development in Central and
Eastern Europe.
Michael Kevehazi FCA, CPA Aged 74 - Finance Director *
A Director since 9th May 2003
He is a qualified accountant with over fifty years professional experience in a
number of countries. He was formerly managing partner of KMPG in Hungary. He has
extensive experience of the property markets in Hungary, Czech Republic, Poland
and Slovakia. He has served on the boards of various companies both public and
private including property investment companies. In particular he has been
executive chairman of a hotel leisure complex.
Alon Liberman LLB, Aged 45 - Non Executive Director * +
A Director since 9th May 2003
He is a qualified lawyer and is a member of the Israel Bar Association. He has
wide experience of the property investment market in Central and Eastern Europe
particularly in Poland. He serves on the boards of a number of companies in
Israel
* Members of the Audit Committee which is chaired by Mr Sparks
+ Members of the Remuneration Committee which is chaired by Mr Sparks
ABRAXUS INVESTMENTS PLC
Directors' report for the year ended 31 March 2006
The Directors present the annual report and accounts of the Company for the year
ended 31 March 2006.
Results and review of the development of the business
During the period under review, the Board of Directors has been reviewing the
property development and investment opportunities in Central and Eastern Europe.
Dividends
The Directors do not recommend payment of a dividend (2005: #nil).
Directors and their interests
The Directors who held office during the year were as follows:
David Sparks (appointed 10 August 2005)
John Anthony
Uri Heller
Alon Liberman
Michael Kevehazi
Christopher Phillips (resigned 10 August 2005)
The following Directors held shares in the Company over the period as follows:
Class of 31 March 31 March
share 2006 2005
Uri Heller Ordinary 5,156,667 5,156,667
Alon Liberman Ordinary 833,333 833,333
Substantial shareholdings
At 31 March 2006, excluding the interests of Directors, the Company had been
notified of the following interests in 3% or more of the Company's issued
ordinary share capital:
Shareholder
Number of ordinary shares Percentage of
of 5p each class
Mission Capital plc 6,624,444 19.23%
Immoconsult Leasinggesellschaft Mbh 5,156,667 14.97%
Creditor payment policy
It is the Company's policy that payments to suppliers are made in accordance
with all relevant terms and conditions. Creditor days for the company have been
calculated at nil days (2005 : nil).
ABRAXUS INVESTMENTS PLC
Directors' report for the year ended 31 March 2006
Annual General Meeting
Notice of the Annual General Meeting to be held at 4.00pm on Wednesday 25
October 2006 is set out on page 21.
The Directors believe that the proposed resolutions to be put to the Annual
General Meeting are in the best interests of the Company and accordingly
recommend that shareholders vote in favour of the resolutions.
Going concern
The Board is of the opinion that the Company will have sufficient funding to
meet its working capital needs. As a result, the Directors consider it
appropriate to prepare the financial statements on a going concern basis.
Statement of Directors' responsibilities
Company law requires the Directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
Group and of the Company as at the end of the financial year and of the profit
or loss of the Group and the Company for that year. In preparing these
financial statements, the Directors are required to:
* select suitable accounting policies and 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 financial
statements;
* prepare the financial statements 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 of the Company and to enable them to ensure that the financial
statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Group and of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
Each Director has taken all steps that they ought to have taken as Directors in
order to make themselves aware of any information relevant to the audit and to
ensure that the auditors are aware of all relevant audit information. As far as
each director is aware, there is no relevant audit information of which the
group's auditors are unaware.
Auditors
A resolution to re-appoint Chantrey Vellacott DFK LLP as auditors to the Company
will be put to the Annual General Meeting to be held at 4.00pm on Wednesday 25
October 2006 at the offices of Edwin Coe, 2 Stone Buildings, Lincoln's inn,
London, WC2A 3TH.
Approved by the Board of Directors
and signed on its behalf
John Anthony
29 September 2006
ABRAXUS INVESTMENTS PLC
Independent auditors' report to the shareholders of Abraxus Investments PLC
We have audited the financial statements of Abraxus Investments PLC for the year
ended 31 March 2006 which comprise the group profit and loss account, the group
and company balance sheets, the group cash flow statement, and the related
notes. These financial statements have been prepared under the accounting
policies set out therein.
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 auditors' 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
The directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are
set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985.
We report to you whether in our opinion the information given in the directors'
report is consistent with the financial statements.
We also report to you if, in our opinion, 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 other transactions is not disclosed.
We read other information contained in the Annual Report, and consider whether
it is consistent with the audited financial statements. This other information
comprises only the Directors' Report and the Chairman's Statement. We consider
the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. Our responsibilities
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company'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 financial statements
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 financial statements.
ABRAXUS INVESTMENTS PLC
Independent auditors' report to the shareholders of Abraxus Investments PLC
Opinion
In our opinion:
* the financial statements give a true and fair view, in accordance with
United Kingdom Generally Accepted Accounting Practice, of the state of the
company's affairs as at 31 March 2006 and of its loss for the year then
ended; and
* the financial statements have been properly prepared in accordance with
the Companies Act 1985; and
* the information given in the directors' report is consistent with the
financial statements.
CHANTREY VELLACOTT DFK LLP
Chartered Accountants
Registered Auditors
LONDON
29 September 2006
Group profit and loss account for the year ended 31 March 2006
Notes 2006 2005
# #
Administrative expenses (489,255) (208,626)
Operating loss 2 (489,255) (208,626)
Exceptional items 3 - (285,551)
Interest receivable and similar income 5 37,729 62,710
Loss on ordinary activities before taxation (451,526) (431,467)
Taxation 6 - -
Retained loss for the year (451,526) (431,467)
Loss per ordinary share
Basic and diluted 7 (1.31p) (1.58p)
There were no recognised gains and losses other than the results shown above.
Group balance sheet as at 31 March 2006
Notes 2006 2005
# #
Fixed assets
Tangible fixed assets 9 1,402,376 929,606
Current assets
Debtors 11 103,738 181,194
Cash and short term deposits at bank 397,881 1,073,472
501,619 1,254,666
Creditors: amounts falling due within one year 12 (376,324) (205,075)
Net current assets 125,295 1,049,591
Total assets less current liabilities 1,527,671 1,979,197
Capital and reserves
Called up share capital 13 1,722,222 1,722,222
Share premium account 14 7,435,193 7,435,193
Profit and loss account 14 (7,629,744) (7,178,218)
Equity shareholders' funds 14 1,527,671 1,979,197
Approved by the Board of Directors on
and signed on its behalf
J. Anthony
29 September 2006
Company balance sheet as at 31 March 2006
Notes 2006 2005
# #
Fixed assets
Investments 10 1,024,844 1,024,844
Current assets
Debtors 11 514,375 15,808
Cash and short term deposits at bank 197,195 1,065,324
711,570 1,081,132
Creditors: amounts falling due within one year 12 (120,778) (118,856)
Net current assets 590,792 962,276
Total assets less current liabilities 1,615,636 1,987,120
Capital and reserves
Called up share capital 13 1,722,222 1,722,222
Share premium account 14 7,435,193 7,435,193
Profit and loss account 14 (7,541,779) (7,170,295)
Equity shareholders' funds 14 1,615,636 1,987,120
Approved by the Board of Directors on
and signed on its behalf
J. Anthony
29 September 2006
Group cash flow statement for the year ended 31 March 2006
Notes 2006 2005
# #
Net cash outflow from operating activities 14 (240,550) (597,410)
Returns on investments and servicing of finance
Interest received 37,729 62,710
Cash outflow before use of liquid resources and
financing (202,821) (534,700)
Capital expenditure and financial investments
Purchase of tangible fixed assets (472,770) (929,606)
Cash outflow before financing (675,591) (1,464,306)
Financing
Issue of ordinary share capital - 542,189
Decrease in cash for the year (675,591) (922,117)
Analysis of changes in net funds 31 March 31 March
2005 Cash Flow 2006
# # #
Cash at bank and in hand 1,073,472 (675,591) 397,881
1,073,472 (675,591) 397,881
Reconciliation of net cash flow to movement in net funds 2006 2005
# #
Decrease in cash for the year (675,591) (922,117)
Movement in net funds in the year (675,591) (922,117)
Net funds at 31 March 2005 1,073,472 1,995,589
Net funds at 31 March 2006 397,881 1,073,472
Notes to the financial statements
For the year ended 31 March 2006
1. Accounting policies
The financial statements are prepared in accordance with applicable UK
accounting standards.
(a) Accounting convention
The financial statements are prepared under the historical cost convention.
(b) Basis of consolidation
The group profit and loss account and balance sheet include the financial
statements of the company and all its subsidiaries for the year to 31 March
2006, consolidated under the acquisition method.
(c) Tangible fixed assets
Depreciation is provided to write off the cost or revalued amounts less
estimated residual value (based on prices prevailing at the date of acquisition
or revaluation) in equal monthly instalments over the estimated useful economic
lives of the assets.
(d) Investments
Investments held as fixed assets are stated at cost less provision for any
impairment.
(e) Deferred taxation
Deferred taxation is provided in full on timing differences that 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 financial statements. 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.
(f) Foreign exchange
Assets and liabilities in foreign currencies are translated into sterling at the
rates of exchange ruling at the balance sheet date. Transactions in foreign
currencies are translated into sterling at the average rate of exchange for the
period. Exchange differences are taken into account in arriving at operating
profit.
2. Operating loss
2006 2005
# #
This is stated after charging:
Auditors' remuneration - audit services 6,000 7,000
- other fees 2,000 2,000
3.
Exceptional items 2006 2006 2005
# #
Professional fees on aborted transactions - 135,551
Compensation on termination of directors' contracts or changes
in terms - 150,000
- 285,551
4. Staff costs, employees and directors' emoluments
i) Directors' remuneration:
2006 2005
# #
Fees 83,354 210,110
ii) Staff costs (including directors' emoluments) 2006 2005
# #
Wages and salaries 83,354 210,110
The average number of employees (including directors) during the year was 5
(2005 : 4).
The wages and salaries above includes nil (2005 : #150,000) in respect of
compensation on termination of or changes in the terms of directors' contracts
(note 3).
5.
Interest receivable and similar income 2006 2005
# #
Bank interest 37,729 62,710
6. Tax on loss on ordinary activities
There was no tax charge on the loss on ordinary activities in both current and
preceding year.
Factors affecting tax charge for period
2006 2005
# #
Loss on ordinary activities before tax (451,526) (423,544)
Loss on ordinary activities multiplied by standard rate
of corporation tax in the UK of 30% (2005: 30%) (135,458) (127,063)
Effects of:
Expenses not deductible for tax purposes - 40,665
Tax losses carried forward 135,458 86,398
Current tax for period - -
No deferred tax asset has been recognised in respect of tax losses carried
forward in the accounts as there is insufficient evidence that the asset will be
recoverable within the meaning of Financial Reporting Standard No 19 'Deferred
Tax'.
7. Loss per ordinary share
Basic loss per share is calculated by dividing the loss attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during
the year.
Diluted loss per share is calculated by adjusting the weighted average number of
ordinary shares in issue on the assumption of exercise of all dilutive options.
There were no dilutive options outstanding at 31 March 2006
2006 2005
# #
Loss attributable to ordinary shareholders (451,526) (431,467)
Weighted average number of ordinary shares 34,444,444 27,256,315
Loss per share (1.31p) (1.58p)
8. Profit and loss account
The company has taken advantage of s230 of the Companies Act 1985 and has not
presented its own profit and loss account.
9. Tangible fixed assets
Group Freehold
property
#
Cost:
At 1 April 2005 929,606
Additions 472,770
At 31 March 2006 1,402,376
Accumulated depreciation:
At 1 April 2005 and at 31 March 2006 -
Net book value:
At 31 March 2006 1,402,376
At 31 March 2005 929,606
10. Investments
Company
Shares in
subsidiary
undertakings
#
Cost:
At 1 April 2005 and at 31 March 2006 1,024,844
Provision for impairment:
At 1 April 2005 and at 31 March 2006 -
Net book value:
At 31 March 2006 1,024,844
At 31 March 2005 1,024,844
The investments of the group are as follows:
Subsidiary undertakings Ordinary
Shares Registered Principal Carrying
% holding in Activity value
Abraxus Investments (UK) Limited 100 England Dormant Nil
Arachnid Systems Limited 100 England Dormant Nil
08004homes.com Limited 100 England Dormant Nil
First AB Kft 100 Hungary Property 1,024,844
On 20 July 2006, the Company completed the sale of First AB kft and received
gross proceeds of #1,053,762 from the successful bidder, Real Asset Holdings
Ltd. After deducting selling costs of #20,662, the net proceeds from the sale
total #1,033,100, representing a profit on disposal of #8,256.
11. Debtors
2006 2005
Group Company Group Company
# # # #
Other debtors 103,597 14,209 179,396 14,010
Intercompany receivable - 500,025 - -
Payments and accrued income 141 141 1,798 1,798
103,738 514,375 181,194 15,808
12. Creditors: amounts falling due within one year
2006 2005
Group Company Group Company
# # # #
Other creditors 286,190 34,253 42,676 34,253
Accruals and deferred income 90,134 86,525 162,399 84,603
376,324 120,778 205,075 118,856
13. Called up share capital
2006 2005
# #
Authorised:
108,888,888 ordinary shares of 5p each (2005 : 108,888,888) 5,444,444 5,444,444
Called up and allotted:
34,444,444 ordinary shares of 5p each (2005 : 34,444,444) 1,722,222 1,722,222
14. Reconciliation of shareholders' funds and movement on reserves
Group Share Profit Total
Share premium and loss shareholders'
capital account account funds
# # # #
At 1 April 2005 1,722,222 7,435,193 (7,178,218) 1,979,197
Loss for the year - - (451,526) (451,526)
At 31 March 2006 1,722,222 7,435,193 (7,629,744) 1,527,671
14. Reconciliation of shareholders' funds and movement on reserves
Company Share Profit Total
Share premium and loss shareholders'
capital account account funds
# # # #
At 1 April 2005 1,722,222 7,435,193 (7,170,295) 1,987,120
Loss for the year - - (371,484) (371,484)
At 31 March 2006 1,722,222 7,435,193 (7,541,779) (1,615,636)
15. Reconciliation of operating loss to net cash outflow from operating activities
2006 2005
# #
Operating loss after exceptional items (489,255) (494,177)
Decrease/(increase) in debtors 77,456 (159,153)
Increase in creditors 171,249 55,920
Net cash outflow from operating activities (240,550) (597,410)
16. Transactions with connected parties
Transactions in the year relate to payments of #25,917 (2005: #27,425) to
Sunnyside Services Inc, a company connected with one of the directors in respect
of advisory services.
17. Post balance sheet events
On 20 July 2006, the Company announced that the disposal of its wholly owned
Hungarian subsidiary, First AB Kft had been completed. The Company confirmed
that it had received gross proceeds of #1,053,762 from the successful bidder,
Real Asset Holdings Ltd. After deducting selling costs of #20,662, the net
proceeds from the sale total #1,033,100, representing a profit on disposal of
#8,256. In addition to the sale proceeds, the Company can confirm that it has
received full repayment of the Euro866,238 loan made to First AB kft. Total
consideration received from the purchaser totaled #1.65 million.
18. Controlling party
The directors believe there is no ultimate controlling party.
ABRAXUS INVESTMENTS PLC
(the "Company")
NOTICE IS HEREBY given that the 2006 Annual General Meeting of the Company will
be held at the offices of Edwin Coe, 2 Stone Buildings, Lincoln's Inn, London,
WC2A 3TH on Wednesday 25 October 2006 at 4.00pm to consider and, if thought fit,
pass the following proposed ordinary resolutions:-
ORDINARY BUSINESS
1. To receive the Report and Accounts of the Company for the period ended 31
March 2006 and the Reports of the directors and the auditors thereon.
2. To re-elect Uri Heller as a director of the Company.
3. To reappoint Chantrey Vellacott DFK LLP as auditors of the Company to hold
office until the conclusion of the next annual general meeting at which accounts
are laid before the Company and to authorise Directors to fix the Auditors
remuneration.
BY ORDER OF THE BOARD
Jon Hale
Secretary
Dated: 29 September 2006
Registered Office:
118 Piccadilly
London
W1J 7NW
Notes:
1. A member of the Company entitled to attend and vote at the above meeting is
entitled to appoint a proxy or proxies to attend and, on a poll, vote on his or
her behalf. A proxy need not be a member of the Company.
2. To be valid, the instrument appointing a proxy and the power of attorney
(if any) under which it is signed must be deposited at the Company's Registrars,
Capita Registrars, 34 Beckenham Rd, Beckenham, Kent, BR3 4TU not less than 48
hours before the time of the meeting. Completion of the proxy does not preclude
a member from subsequently attending and voting at the meeting in person.
3. In the case of joint holders, the signature of only one of the joint
holders is required on the form of proxy, but the vote of the first named on the
register of members shall be accepted to the exclusion of other joint holders.
4. In accordance with regulation 41 of the Uncertificated Securities
Regulations 2001, only those members entered on the Company's register of
members not later than 48 hours before the time of the meeting or any
adjournment thereof shall be entitled to attend and vote at the meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR VQLFLQKBFBBK
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