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CLEA Cleardebt Grp

0.25
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Last Updated: 01:00:00
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Share Name Share Symbol Market Type Share ISIN Share Description
Cleardebt Grp LSE:CLEA London Ordinary Share GB0003083390 ORD 0.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.25 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Cleardebt Group PLC Half Yearly Report (4097Z)

07/03/2013 7:00am

UK Regulatory


Cleardebt (LSE:CLEA)
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TIDMCLEA

RNS Number : 4097Z

Cleardebt Group PLC

07 March 2013

ClearDebt Group plc

("ClearDebt" or "the Group")

Unaudited Interim Results for the six months ended 31 December 2012

ClearDebt, the AIM quoted personal debt resolution adviser, announces its Interim Results for the six months ended 31 December 2012.

We have experienced difficult trading conditions and the expected growth has not materialised during this half-year period notwithstanding the on-going high levels of personal debt in the UK. Steps are being taken to reduce our cost base for the foreseeable future and whilst new income streams have opened up the potential for an ultimate increase in future profitability, the low level of new IVAs has curbed current growth and profitability.

Financial Highlights:

Ø Revenues increased by 2% to GBP4,660,098 (2011: GBP4,551,314)

Ø EBITDA down by 32% to GBP974,119 (2011: GBP1,443,107)

Ø Profit before tax decreased by 73% to GBP123,232(2011: GBP451,648)

Operational Highlights:

Ø Decrease in number of IVAs passed to 689 (2011: 833)

Ø Now managing 7,115 IVAs and PTDs (2011: 6,111)

Ø Abacus, the Group's debt management arm, now has 7,543 (2011: 7,130) debt management plans under management.

Ø Use of ClearCash, the Group's prepaid MasterCard continues progress in attracting new clients with its new enhanced functionality and individual sort code and account number.

Outlook:

Ø Slowdown in new IVA acquisition. Actively seeking to expand referral base and reduce costs elsewhere in the business.

Ø New debt management protocol welcomed although on its introduction there may be short term pressure on income as set up fees are set to be spread over a six month period.

Ø Existing pipeline of new business indicates a slow rate of growth through to the year-end offset by the benefit of additional IVA income from payment protection mis-selling receipts expected into our IVAs as claims are processed over the coming months.

David Mond, CEO of ClearDebt commented:

"This was a disappointing and difficult half-year borne out by a continuation of the general trend of falling personal insolvency numbers in the UK over recent quarters. We have felt the effect of this with poor volumes of new IVAs passed in the period although we have increased the numbers of clients under debt management. We are however expecting increased fee income derived from mis-sold payment protection insurance claims as claims for our clients in an IVA are submitted and proceeds are received into the IVAs.

ClearCash is making progress on its new platform with its enhanced product offering proving more attractive to consumers".

7 March 2013

For further information, please contact:

 
 ClearDebt Group plc      David Mond, Chief Executive 
                           Officer 
                           Tel No: 0161 968 6806 
 Seymour Pierce           Guy Peters, David Banks or 
  (Broker and Nominated    Katie Ratner 
  Adviser)                 Tel No: 020 7107 8000 
 

Chairman's Statement

I present our Interim results for the 6 months ended 31 December 2012.

The Group recorded a disappointing profit before taxation of only GBP123,232 as compared to GBP451,648 in the equivalent period last year. This was after reduced amortisation costs of GBP469,675 (2011: GBP624,330) and slightly higher interest charges of GBP303,503 (2011: GBP296,592). Earnings before interest, tax, depreciation and amortisation ("EBITDA") were also down to GBP974,119 (2011: GBP1,443,107) reflecting a difficult trading period. Despite a 2% increase in turnover to GBP4,660,098 (2011: GBP4,551,314) gross margins were reduced substantially to 41% (2011: 53%) reflecting increased marketing costs and high sales focused payroll costs spread over poor levels of new business in the period.

Although profitability has suffered in the period, cash flow has been good, with cash at 31 December 2012 standing at GBP1,406,333 as compared to GBP462,459 at 30 June 2012 as we build our reserves to repay the GBP2.3m convertible loan in April 2013.

ClearDebt - IVAs

Revenues in the division decreased by 12% to GBP2,882,478 (2011: GBP3,263,833) although EBITDA decreased by only 7% to GBP1,017,617 (2011: GBP1,092,643) due in part to continued income from consultancy services related to the IVA business. Overall profit before tax for the division fell to GBP242,793 (2011: GBP350,518).

ClearDebt approved a disappointing total of 689 (2011: 833) new IVAs in the period - a fall of 17% on the same period last year. Referrals from OFT compliant lead sources are proving harder to come by as many are increasingly restricted to fewer legitimate data sources driving prices up in some cases but mainly reducing the volumes of referrals. Clients' average monthly disposable income continues to fall as their incomes are static at best and they suffer continued rises in food and energy costs which in turn reduces the IVA fees charged under the protocol.

We continue to seek to expand our compliant referral base and look for new referral sources. As at 31 December 2012 ClearDebt had 7,115 IVA and protected trust deed clients (2011: 6,111).

Abacus - DMPs

The Abacus debt management division and our group sales operations made a loss before tax of GBP119,561 against a profit in 2011 of GBP101,130. Revenues in the half year increased to GBP1,777,620 (2011: GBP1,287,481) mainly due to income from PPI mis-selling, however this was more than offset by high call centre payroll costs and marketing costs which produced disappointing levels of business particularly for IVA but also for DMPs.

After the period end the Insolvency Service announced a Debt Management protocol which we welcome and should enable plans to be more sustainable in the long term and ultimately benefit consumers and creditors alike. Whilst the spreading of set up fees over the first six months of the plan may affect short term profitability we expect that reputable providers, such as ourselves, who offer protocol compliant debt management plans, will see an increased demand as debtors seek such providers out.

As at 31 December 2012 Abacus is managing a total of 7,543DMPs (2011: 7,130).

ClearCash prepaid MasterCard -

The completion of the migration progress for existing ClearCash cardholders to a new provider was successfully completed in the period and although we have incurred one off costs of some GBP32,500 we are already seeing the benefits of the improved functionality that the new card platform provides including the ability to offer direct debits, individual account numbers and sort codes as well as credit building capabilities. This additional functionality gives the ClearCash prepaid MasterCard most of the functionality that is seen of a traditional bank account, on a pay per transaction basis or pay monthly basis, which importantly does not allow cardholders to inadvertently go overdrawn, often saving cardholders from incurring substantial charges from traditional bank accounts.

We have seen a positive effect on new client recruitment since the new platform and functionality was introduced and from the July 2012 launch to 31 December 2012 we have received 7,799 card applications. This compares favourably with a total of 9,679 for the old card from launch in May 2009 until migration in July 2012.

We continue to see the ClearCash offering as an integral service opportunity for our clients, especially for those who have difficulty accessing traditional bank accounts due to their poor credit status.

Outlook

In the absence of any major new lead sources the short term outlook for the rest of the year in terms of new client recruitment, particularly in respect of IVAs, looks poor. This will impact profitability but have little short term impact on cash flow which is largely driven by revenue from the existing back books of clients. Despite this we are confident of achieving a profit for the full year, particularly as we start to see the benefit of additional fees related to the receipts of PPI mis-selling claims which are starting to be received for our IVA clients.

We continue to conserve cash and cut costs wherever possible as we approach April when the convertible loans will be repaid from our cash reserves and additional funding which David Mond has made available should it be required.

As part of the Board's review of costs in the business we have reluctantly come to the conclusion that the not insignificant financial costs of maintaining the Group's AIM listing together with the senior management time involved can no longer be justified and we have today published notice of our intention to cancel our AIM listing. We have been unable to obtain funding from the AIM markets for some time now and we see no prospect of doing so in the near future due to our low market capitalisation and our business sector and continue to rely on funding from our main shareholder in order to make acquisitions and finance the business. We intend to put in place a matched bargain facility for shareholders who wish to buy or sell the Group's shares once we have delisted. We will write to shareholders with details of how the facility will operate once it is finalised.

Gerald Carey FCIB

7 March 2013

ClearDebt Group plc 6 Months 6 Months Year

Consolidated Income Statement ended ended ended

                                                                         31 December 2012      31 December 2011       30 June 2012 
                                                                                      Unaudited                  Unaudited               Audited 
                                                               Note                               GBP                               GBP                        GBP 

Revenue 4 4,660,098 4,551,314 9,203,453

Cost of sales (2,728,576) (2,157,930) (4,525,379)

                                                                                  __________                __________         __________ 

Gross profit 1,931,522 2,393,384 4,678,074

Administrative expenses (924,331) (910,999) (1,854,384)

Share based payment (33,072) (39,278) (85,723)

                                                                                     __________                __________         __________ 

Profit before interest, tax,

depreciation and amortisation 974,119 1,443,107 2,737,967

Depreciation (82,390) (71,427) (147,490)

Amortisation (469,675) (624,330) (1,199,481)

Gain on bargain purchase - - 27,089

                                                                                    _________                __________         __________ 

Profit from operations 422,054 747,350 1,418,085

Finance costs (303,503) (296,592) (585,611)

Finance income 4,681 890 2,284

                                                                                    _________                __________         __________ 

Profit before taxation 123,232 451,648 834,758

Taxation 6 (36,006) (117,429) (243,501)

                                                                                    _________                __________         __________ 

Profit after taxation for period 87,226 334,219 591,257 _________ __________ __________

Earnings per ordinary share -

basic (pence) 5 0.03p 0.11p 0.19p

Earnings per ordinary share -

diluted (pence) 5 0.03p 0.11p 0.19p

The results for the period are derived from continuing activities.

 
 ClearDebt Group plc                            As at           As at         As at 
  Consolidated Statement of Financial     31 December     31 December       30 June 
  Position                                       2012            2011          2012 
                                            Unaudited       Unaudited       Audited 
                                                  GBP             GBP           GBP 
 Assets 
 Non-current assets 
 Intangible assets                          5,229,700       6,140,598     5,626,779 
 Property, plant and equipment                457,668         341,742       375,593 
 Deferred taxation                             72,034          78,188        72,034 
                                        -------------  --------------  ------------ 
                                            5,759,402       6,560,528     6,074,406 
 Current assets 
 Trade receivables                          2,491,540       2,026,641     2,669,662 
 Other receivables                            664,193         294,616       759,216 
 Cash and cash equivalents                  1,406,333         625,324       462,459 
                                        -------------  --------------  ------------ 
                                            4,562,066       2,946,581     3,891,337 
 
 Total assets                              10,321,468       9,507,109     9,965,743 
                                        =============  ==============  ============ 
 
 Equity and liabilities 
 Issued capital                             6,166,812       6,166,812     6,166,812 
 Share premium account                        279,948         279,948       279,948 
 Share based compensation                     322,107         242,590       289,035 
 Other reserves                                96,495          96,495        96,495 
 Retained losses                            (917,502)     (1,261,766)   (1,004,728) 
 
 Total equity                               5,947,860       5,524,079     5,827,562 
 
 Current liabilities 
 Trade and other payables                     940,569         749,660       912,166 
 Corporation tax payable                      309,159         210,091       263,970 
 Current financial liabilities              2,768,327               -     2,597,306 
                                        -------------  --------------  ------------ 
                                            4,018,055         959,751     3,773,442 
 Non-current liabilities 
 Financial liabilities                        315,000       2,956,615       315,000 
 Deferred taxation                             40,553          66,664        49,739 
                                        -------------  --------------  ------------ 
 
   Total liabilities                        4,373,608       3,983,030     4,138,181 
                                        -------------  --------------  ------------ 
 
   Total equity and liabilities            10,321,468       9,507,109     9,965,743 
                                        =============  ==============  ============ 
 
 
                                                             6 Months       6 Months          Year 
 ClearDebt Group plc                                            ended          ended         ended 
  Consolidated Statement of Cash                          31 December    31 December       30 June 
  flows                                                          2012           2011          2012 
                                                            Unaudited      Unaudited       Audited 
                                                                  GBP            GBP           GBP 
 Cash flow from continuing operating 
  activities 
 Profit before taxation                                       123,232        451,648       834,758 
 Depreciation of property, plant 
  and equipment                                                82,390         71,427       147,490 
 Amortisation of intangible assets                            469,675        624,330     1,199,481 
 Gain on bargain purchase                                          -               -      (27,089) 
 Profit on sale of fixed assets                                     -              -       (1,739) 
 Share based payment                                           33,072         39,278        85,723 
 Decrease/(increase) in trade and 
  other receivables                                           273,142      (139,298)   (1,246,980) 
 Finance costs                                                303,503        296,592       585,611 
 Finance income                                               (4,681)          (890)       (2,284) 
 Increase in trade and other payables                          27,341         50,462       213,973 
                                            -------------------------  -------------  ------------ 
 
   Cash generated by operations                             1,307,674      1,393,549     1,788,944 
 
 Corporation tax payment                                            -              -      (91,995) 
 Interest paid loans                                        (131,538)      (157,341)     (291,614) 
                                                ---------------------  -------------  ------------ 
 
   Net cash generated by operating 
   activities                                               1,176,136      1,236,208     1,405,335 
 
 Investing activities 
 Acquisition of business and assets                                 -              -     (267,080) 
 Acquisition of intangibles                                  (72,596)      (288,238)      (46,370) 
 Acquisition of property, plant 
  and equipment                                             (164,347)      (160,172)     (270,085) 
 Finance income                                                 4,681            890         2,284 
 Sale of property, plant and equipment                              -              -         1,739 
                                            ------------------------- 
 Net cash used in investing activities                      (232,262)      (447,520)     (579,512) 
 
 Financing activities 
 Repayment of existing loans                                        -      (500,000)     (700,000) 
         Cash used in financing activities                          -      (500,000)     (700,000) 
                                            -------------------------  -------------  ------------ 
 
 Increase in cash and cash equivalents                        943,874        288,688       125,823 
 Opening cash and cash equivalents                            462,459        336,636       336,636 
                                            -------------------------  -------------  ------------ 
 Closing cash and cash equivalents                          1,406,333        625,324       462,459 
                                                                       =============  ============ 
 
 
 
 
ClearDebt Group                             Share                                                   Total 
 plc                            Issued    premium     Share based       Other       Retained 
 Consolidated Statement        Capital    account    compensation    Reserves         losses 
 of Changes in Equity 
                                   GBP        GBP             GBP         GBP            GBP          GBP 
Balance at 1 Jul 
 2011                        6,166,812    279,948         203,312      96,495    (1,595,985)    5,150,582 
 
Share based compensation             -          -          39,278           -              -       39,278 
 
  Profit for the period              -          -               -           -        334,219      334,219 
 
Balance at 31 Dec 
 2011                        6,166,812    279,948         242,590      96,495    (1,261,766)    5,524,079 
 
Share based compensation             -          -          46,445           -              -       46,445 
 
  Profit for the period              -          -               -           -        257,038      257,038 
 
  As at 1 Jul 2012           6,166,812    279,948         289,035      96,495    (1,004,728)    5,827,562 
 
Share based compensation             -          -          33,072           -              -       33,072 
 
  Profit for the period              -          -               -           -         87,226       87,226 
 
  Balance at 31 Dec 
  2012                       6,166,812    279,948         322,107      96,495      (917,502)    5,947,860 
                           ===========  =========  ==============  ==========  =============  =========== 
 

Notes to the Interim Financial Statements

   1.    General information 

The Group's interim financial information consolidates the results of ClearDebt Group plc and its subsidiary companies made up to 31 December 2012. The Group's functional currency is the GBP Sterling.

ClearDebt Group plc is a limited liability company incorporated and domiciled in England and Wales whose shares have been admitted to trading on AIM, a market operated by the London Stock Exchange.

   2.    Accounting policies and basis of preparation 

This interim financial information does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. It does not therefore include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements as at 30 June 2012, which have been prepared in accordance with IFRSs as adopted by the European Union. The Group's statutory accounts for the year ended 30 June 2012 have been delivered to the Registrar of Companies.

The report of the auditors was modified in relation to revenues of GBP1,307,992 which were reported in the Group financial statements for the year ended 30 June 2012 (2011: GBP361,341) for consultancy services provided to a corporate entity which in the auditors opinion was a related party under the definitions of IAS 24 "Related Party Disclosures". In respect of these revenues, they were not able to obtain sufficient appropriate evidence as to:

1) the substance of the services provided; or

2) whether the amounts recognised have been correctly stated and/or recognised in the correct accounting period, or in accordance with the terms of the contract which, we are informed, governs these revenues.

The Group has not applied IAS 34, Interim Financial Reporting, which is not mandatory for UK Groups, in the preparation of these interim financial statements.

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, such as expectations of future events and are believed to be reasonable under the circumstances. Actual results may differ from these estimates. In preparing these interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 30 June 2012.

The interim financial statements have been prepared using the same accounting policies and estimation techniques as will be adopted in the Group financial statements for the year ending 30 June 2013. The Group financial statements for the year ended 30 June 2012 were prepared under International Financial Reporting Standards as adopted by the European Union.

The intangible insolvency assets are being amortised over four years which the directors have selected to approximate as closely as possible to the period over which it is estimated that the vast majority of income will be received.

   3.    Going Concern 

The Group manages its cash requirements through its existing cash resources and operating cash flows. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current resources. The timing of the cash flows in respect of loans provided has been taken into consideration and David Mond has provided the Board with an undertaking of support in the event that the Group should require additional finance.

Consequently, after making enquires, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the interim financial statements.

   4.    Segmental Information 

The Group's total income, profit before taxation and net assets were all derived from its principal activities being the provision of IVA and other financial advice and appropriate solutions to individuals experiencing personal debt problems. All the Group's activities were undertaken wholly in the United Kingdom.

 
                                                                    Debt 
  6 months to 31 December          Insolvency                 Management                Total 
  2012 
                                          GBP                        GBP                  GBP 
 
Revenue                             2,882,478            1,777,620                  4,660,098 
 
Cost of sales                     (1,198,146)          (1,530,430)                (2,728,576) 
 
Gross profit                        1,684,332               247,190                 1,931,522 
 
  Administrative expenses           (646,311)    (278,020)                          (924,331) 
Share based payment                  (20,404)               (12,668)                 (33,072) 
 
Profit/(loss) before interest, 
 tax, 
 depreciation and amortisation      1,017,617    (43,498)                             974,119 
 
Depreciation                         (67,028)               (15,362)                 (82,390) 
Amortisation                        (469,675)                          -            (469,675) 
 
Profit/(loss) from operations         480,914               (58,860)                  422,054 
 
Finance costs                       (242,802)               (60,701)                (303,503) 
Finance income                          4,681                          -                4,681 
 
Profit/(loss) before taxation         242,793             (119,561)                   123,232 
Taxation                             (70,939)                 34,933                 (36,006) 
 
Profit/(loss) after taxation 
 for period                           171,854                   (84,628)               87,226 
 
 
   4.    Segmental Information (continued) 
 
                                                                                Debt 
  6 months to 31 December 2011               Insolvency                   Management                Total 
                                                    GBP                          GBP                  GBP 
 
Revenue                                       3,263,833                    1,287,481            4,551,314 
 
Cost of sales                               (1,527,079)                    (630,851)          (2,157,930) 
 
Gross profit                                  1,736,754                      656,630            2,393,384 
 
  Administrative expenses                     (622,897)                    (288,102)            (910,999) 
Share based payment                            (21,214)                     (18,064)             (39,278) 
 
 
Profit before interest, tax, 
 depreciation and amortisation                1,092,643                      350,464            1,443,107 
 
Depreciation                                   (47,397)                     (24,030)             (71,427) 
Amortisation                                  (492,217)                    (132,113)            (624,330) 
 
Profit from operations                          553,029                      194,321              747,350 
 
Finance costs                                 (203,401)                     (93,191)            (296,592) 
Finance income                                      890                            -                  890 
 
Profit before taxation                          350,518                      101,130              451,648 
Taxation                                       (83,095)                     (34,334)            (117,429) 
 
Profit after taxation for 
 period                                         267,423                       66,796              334,219 
 
 
   4.     Segmental Information (continued) 
 
                                               Debt Management 
  Year ended 30 June 2012          Insolvency                              Total 
                                          GBP              GBP               GBP 
 
Revenue                             6,291,276        2,912,177         9,203,453 
 
Cost of sales                     (2,796,908)      (1,728,471)       (4,525,379) 
 
Gross profit                        3,494,368        1,183,706         4,678,074 
 
 Administrative expenses          (1,174,368)        (680,016)       (1,854,384) 
 Share based payment                 (47,310)         (38,413)          (85,723) 
 
Profit before interest, tax, 
 depreciation and amortisation      2,272,690          465,277         2,737,967 
 
Depreciation                        (106,183)         (41,307)         (147,490) 
Amortisation                      (1,031,677)        (167,804)       (1,199,481) 
Gain on bargain assets                 27,089                -            27,089 
 
Profit from operations              1,161,919          256,166         1,418,085 
 
Finance costs                       (468,489)        (117,122)         (585,611) 
Finance income                          2,284                -             2,284 
 
Profit before taxation                695,714          139,044           834,758 
Taxation                            (178,059)         (65,442)         (243,501) 
 
Profit after taxation for 
 period                               517,655           73,602           591,257 
 
 
   4.    Segmental Information (continued) 
 
                                                      6 months ended 
                                      6 months ended           As at    Year ended 
                                         31 Dec 2012     31 Dec 2011   30 Jun 2012 
                                                 GBP             GBP           GBP 
Capital expenditure to acquire 
 intangible assets 
Insolvency                                    72,596         288,238       349,569 
Debt management                                    -               -             - 
 
                                              72,596         288,238       349,569 
 
 
Capital expenditure to acquire 
 property, plant and equipment 
Insolvency                                   142,349         146,711       240,240 
Debt management                               21,998          13,461        29,845 
 
                                             164,347         160,172       270,085 
 
Depreciation of property, 
 plant and equipment 
Insolvency                                    67,029          47,397       106,183 
Debt management                               15,361          24,030        41,307 
 
                                              82,390          71,427       147,490 
 
Amortisation of intangible 
 assets 
Insolvency                                   469,675         492,217     1,031,677 
Debt management                                    -         132,113       167,804 
 
                                             469,675         624,330     1,199,481 
 
 
   5.    Earnings per ordinary share 
 
 
                                       6 Months 
                                          ended   6 Months ended    Year ended 
                                    31 December      31 December       30 June 
                                           2012             2011          2012 
                                      Unaudited        Unaudited       Audited 
                                            GBP              GBP           GBP 
 
 Profit attributable to equity 
  holders of parent                     87,226          334,219        591,257 
 
 Weighted average number of 
  shares in issue - basic          308,340,567      308,340,567    308,340,567 
 
 Weighted average number of 
  shares in issue - diluted        308,340,567      308,340,567    308,340,567 
 
 Earnings per share - basic 
  (pence)                                 0.03             0.11           0.19 
 Earnings per share - diluted 
  (pence)                                 0.03             0.11              0.19 
 
 

The weighted average number of ordinary shares for calculating the diluted earnings per share above is identical to those for the basic earnings per share. This is because the outstanding share warrants, share options and potential shares issued under the convertible loan would not be dilutive under the terms of International Accounting Standard ("IAS") 33.

   6.    Taxation 
 
                                     6 Months ended  6 Months ended  Year Ended 
                                        31 December     31 December     30 June 
                                               2012            2011        2012 
                                                GBP             GBP         GBP 
Analysis of current year 
Current tax 
UK corporation tax due                       45,192         117,429     264,637 
Over provision from prior 
 years                                            -               -       (667) 
 
Deferred tax 
Temporary differences, origination 
 and reversal                               (9,186)               -    (20,469) 
 
Tax on profit for the period                 36,006         117,429     243,501 
 
 

7. The Board of Directors approved the interim report on 7 March 2013. A copy of this Interim Statement is being sent to shareholders and copies are available for download by visiting our website at www.cleardebtgroup.co.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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