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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Mobilewave | LSE:MBW | London | Ordinary Share | GB00B010Q778 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.35 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMMBW
RNS Number : 2595L
Mobilewave Group PLC
31 August 2012
MobileWave Group plc
Previously Fieldbury plc
("MobileWave" or "the Company")
Preliminary Results for the period ended 28 February 2012
MobileWave is pleased to announce audited preliminary results for the period ended 28 February 2012.
Highlights of the period include
-- Implemented a GBP 4,000,000.00 ordinary share facility with Dutchess Opportunity Cayman Fund Limited.
-- Agreed a GBP 2,000,000.00 convertible preference share facility.
-- Continuing funding negotiations with new and potential investors and review of potential acquisitions
Commenting on the outlook for the year, Rory Stear, Chairman, said:
"The period has been a significantly tough year with our efforts focussed on implementing the strategy, reducing costs, and negotiating with potential new investors. The Board is optimistic that significant investment will be received in the near future which will enable the Group to achieve its planned development.
-Ends-
For further information, please contact: MobileWave Group plc Rory Stear, Chairman rstear@mobilewave.com Charles Stanley Securities Nominated Adviser & Broker Dugald J.Carlean / Carl Holmes 020 7149 6000
Chairman's Statement
I am pleased to present the results for MobileWave Group plc for the period ended 28 February 2012. The period under review has been an extremely trying one for the company and your board continues to lead the company through an uncertain period, but with a very definite strategic view as to where we would like to take the company. The period under review was dominated by negotiating with potential new investors the process of building an effective leadership team, the need to define and redefine our strategic product offering, negotiating the acquisition of Ariose Software and the litigation with Devin Narang of Delhi, India, for payment of the outstanding 1,070 000 GBP that he owes the company. It is fair to say that the non-payment of this debt has placed enormous pressure on your company as we have been forced to operate under constrained cash flow due to settlement of this debt. The failure to have yet received all the contracted for Convertible Preference Shares (CPS) investment has impacted our ability to close the Ariose transaction and to vigorously grow the human resources and technical base of the company. We have received $400 000 to date and have a written agreement from an investor to invest a further $2,000,000 as part of this class and the company is currently negotiating a positive outcome with this investor. In addition, the agreement with Dutchess Opportunity Cayman Fund Ltd as announced on 6 October 2011 can be fully utilised but the board has been reluctant due to the dilutive effect at the current share price. The Group's ability to meet its future funding and working capital requirements, and further continue as a going concern, is dependent on being able to generate further investment funding, additional shareholder loans and continuing agreement from its major creditors to defer payment of their debt.
Your board remains positive that the contracted for CPS investment into the company will materialise and management continue to have in depth discussions with new and existing investors who have indicated an interest in pursuing an investment in the Company.
Review of Operations
The Group continues to seek out opportunities for investments that will generate value for the shareholders. The Ariose Software agreement announced in December 2011 is one example of opportunities currently being explored. The idea behind this proposed acquisition of Ariose was to be able to build on the intellectual property acquired in 2010 with the acquisition of MobileWave Limited. Both parties are keen to work together to develop a consumer facing downloadable application ("app") for mobile phones, designed to create a vehicle that integrates social networking, loyalty, market research, sales and promotion through an ongoing digital dialogue between brands and its consumers. The terms and format of this acquisition are still being negotiated, with various options being consider as to the form this investment may ultimately take. Until such a time as the details are able to be finalised, the MobileWave Group has no clear pathway to a revenue generating operation. Without this, the Group has no option but to consider future cashflows from the intellectual property acquired as uncertain, at this point in time. The intangible assets recognised on the acquisition of MobileWave Limited in 2010 have therefore been impaired.
People
In the last Chairman's Statement, I announced that Kurt Pakendorf had been appointed as CEO and as a member of the board. Kurt did an excellent job as CEO but left the company, as previously announced, at the end of March for personal reasons. We thank Kurt for his contribution, which included a very thorough strategic review that was accepted by the board and remains the template from which we seek to operate the company.
Since Kurt left the company Rory Stear has combined the duties of Executive Chairman and CEO. His major focus has been on continuing to seek investment to properly capitalise the company, which remains the single biggest issue facing our group. A further priority is ensuring that the relationship with Ariose management is strengthened and that despite the lengthy delay in closing this acquisition that MobileWave and Ariose personnel continue to communicate closely and work toward a relationship based on mutual respect and trust.
During the period, Mr Stear has communicated directly with Ariose CEO, Amit Goenka. In the recent past the company announced that Steve Le Roux has been appointed as CIO and will work closely with the team at Ariose as well as developing additional relationships with other developers as appropriate. Steve is a London based highly experienced mobile technology professional, who brings much need technical leadership to our team. We are very pleased to have him in the leadership group.
Steve Herne continues to provide outstanding service to the company as Group Financial Manager and through what has been a difficult period, his immense experience, level headed approach and outstanding competency, has been a real asset to the company.
Litigation update
As shareholders are aware, the Company has been pursuing Mr Devinder Raj Narang in respect of the deferred cash payment of US $1.5 million which was originally due on 31 December 2009, together with accrued interest following the disposal of the Freeplay business on 4 August 2008.
The Company has obtained judgment against Mr Narang in the UK in the amount of GBP1 070 000 which it is seeking to enforce in India by invoking the treaty that exists between India and the United Kingdom. This matter is current and both parties have filed their affidavits to the court. The next Delhi court date is scheduled for December 2012.
In addition to the Indian proceedings, we have filed for Devin Narang's personal bankruptcy in the Bankruptcy Division of the High Court in London. This matter has now been set down for trial and we await an exact date for this trial but it is likely to be in the early part of 2013. Your board continues to vigorously pursue Mr Narang for this debt. Including again reaching out to Narang, on a Without Prejudice basis, to negotiate a settlement.
Financial Review
MobileWave has not traded in the period to 28 February 2012 other than continuing to explore investment opportunities and in maintaining the administrative functions of the company. MobileWave Limited, the Group's 100% owned operating subsidiary has invested in ongoing Research & Development, Market Research, Corporate Restructuring and the recruitment of personnel to fulfill its future objectives. Development and market research costs incurred during the period were $11,741 ( 2011 $311,997)
On 5 October 2011, the Company entered into an investment agreement with Dutchess Opportunity Cayman Fund Ltd (the Investor), whereby the Investor has agreed to subscribe for up to GBP4.0 million
of new ordinary shares over a period of three years. The material terms of the agreement
are as follows:
- The Company is entitled to serve notice on the Investor (the "Put Notice") requiring it to subscribe for new ordinary shares equal in value to the greater of (i) GBP25,000 and (ii) 400% of the average daily volume (flADV") of new ordinary shares multiplied by the average of the three (3) daily closing bid prices for the new ordinary shares immediately preceding the Put Notice. The AOV is computed using the closing best prices on the three trading days prior to the Put Notice.
- The Company is also entitled, on one occasion only to serve notice requiring the Investor to subscribe for new ordinary shares up to a value of GBP250,000.
- The subscription price at which the Investor will subscribe for new ordinary shares will be 92% of the lowest daily volume weighted average price of the new ordinary shares during the ten (10) consecutive trading days immediately after service of the Put Notice.
- The Company will not be entitled to require the Investor to subscribe for further new ordinary shares until each transaction has been completed.
- The Company is entitled to withdraw from a transaction if the subscription price of the new ordinary shares as determined by reference to the share price for the 10 days following service of the Put Notice falls below a price to be set by the Company when it serves the Put Notice.
- The Company is required to pay a commitment fee to the Investor of GBP80,000 to be satisfied by the issue of 5,720,000 new ordinary shares payable at par.
- The Company will issue warrants to the Investor, entitling the Investor to subscribe for up to 2,515,723 new ordinary shares equivalent to a value of GBP40,000 priced at a premium of 20% to the mid-market price of existing ordinary shares on 03 October 2011.
- In addition, the Company has agreed to pay the Investor's legal costs limited to $15,000, of which $10,000 has already been paid.
In the period to February 28 2012 the Investor subscribed to 21,500,000 new ordinary shares with a market value of GBP 227,835. The board has not utilised this facility in the recent past given its dilutive effect at the current share price but reserves its right to again use the facility should it consider that action to be in the best interests of shareholders.
Outlook
In May 2011 the Company received shareholder approval for the issue of Convertible Preference Shares to raise GBP2m at a coupon of 15%. As at 28 February 2012 the sum of $400,000 had been received. The Company has received written agreement from an investor to invest a further $2 000 000 as part of this class. The flow of cash has been dependent on the investor being paid for a significant transaction that they are involved in and the finalization of this deal has severely impacted on MobileWave. Mr Stear is in constant contact with the leadership team of the investor and is optimistic that this long drawn out matter will be resolved in the near future..
When the above funding is in place, MobileWave Group PLC will be well placed to take advantage of the numerous client leads it is now developing for its products.
The period under review has been a tough one but with a highly experienced board, excellent professional advisors and a clear strategy to ensure that the best interests of shareholders are paramount, we are optimistic that the months ahead will yield a desired result.
RM Stear
CHAIRMAN
MobileWave Group Plc
CONSOLIDATEd statement of COMPREHENsive INCOME
For the period ended 28 February 2012
Notes Year ended 14 months 28 February ended 2012 28 February 2011 US$'000 US$'000 REVENUE - - Cost of sales - - --------------------------------------- --------------------------------------- Gross profit - - Administrative expenses (before separately identifiable costs) (1,908) (2,313) Separately identifiable costs 2 (1,566) (1,242) --------------------------------------- --------------------------------------- LOSS FROM OPERATIONS (3,474) (3,555) Finance expenses (112) (11) Finance income - 10 --------------------------------------- --------------------------------------- LOSS BEFORE TAXATION (3,586) (3,556) --------------------------------------- --------------------------------------- Taxation - - --------------------------------------- --------------------------------------- LOSS FOR THE PERIOD ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT (3,586) (3,556) ==== ===================================== ========================================= OTHER COMPREHENSIVE INCOME, NET OF TAX Currency translation difference (20) (3) --------------------------------------- --------------------------------------- Other comprehensive income (20) (3) --------------------------------------- --------------------------------------- TOTAL COMPREHENSIVE EXPENSE FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT (3,606) (3,559) ========================================= ========================================= $ $ Basic and fully diluted loss per share - ($ per share) 3 (0.04) (0.05)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 28 February 2012
Notes 28 February 28 February 2012 2011 US$'000 US$'000 Assets Non-current assets Intangible assets 59 1,648 Property, plant and equipment 6 20 ---------------- ---------------- 65 1,668 --------------- --------------- Current assets Inventories - 2 Trade and other receivables 42 64 Cash and cash equivalents 104 5 ------------------ ------------------ 146 71 ------------------ ------------------ TOTAL ASSETS 211 1,739 ============= ============= Equity Share capital 15,101 15,051 Share premium account 29,289 28,761 Preference shares 129 - Merger reserve (1,047) (1,047) Share warrant reserve 60 60 Foreign currency translation reserve (23) (3) Share based payment reserve 351 1,278 Retained deficit (46,240) (43,584) ------------------- ------------------- EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY (2,380) 516 ------------------ ------------------ Current liabilities Trade and other payables 2,284 1,223 ------------------ ------------------ 2,284 1,223 ------------------ ------------------ Non current liabilities Debt element of preference shares 271 - Accrued preference share interest 36 - ------------------ ------------------ 307 - ------------------ ------------------ TOTAL EQUITY AND LIABILITIES 211 1,739 ============= =============
consolidated statement of changes in equity
For the period ended 28 February 2012
Share Share Preference Merger Share Share Foreign Retained Total Capital Premium Shares Reserve Warrant based currency Deficit Account Reserve payment translation reserve reserve US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 At 1 January 2010 13,373 28,761 - - 60 1,479 - (40,234) 3,439 Loss for the period - - - - - (3,556) (3,556) Other comprehensive income: Currency translation difference - - - - - - (3) - (3) ---------------- ---------------- ---------------- ---------------- ---------------- ----------------- ----------------- ----------------- --------------- Total comprehensive expense for the period - - - - - - (3) (3,556) (3,559) Issue of shares 1,678 - - (1,047) - - - 631 Share based compensation - - - - - 5 - 5 Transfer due to lapsed options - - - - - (206) 206 - ----------------- ----------------- ----------------- ----------------- ----------------- ------------------ ------------------ ------------------ ---------------- At 28 February 2011 15,051 28,761 - (1,047) 60 1,278 (3) (43,584) 516 Loss for the period (3,586) (3,586) Other comprehensive income: Currency translation difference (20) (20) ---------------- ---------------- ---------------- ---------------- ---------------- ----------------- ----------------- ----------------- ---------------- Total comprehensive expense for the period (20) (3,586) (3,606) Issue of ordinary shares 50 528 578 Issue of preference shares 129 129 Share based compensation 3 3 Transfer due to lapsed options (930) 930 - ----------------- ----------------- ----------------- ----------------- ----------------- ------------------ ------------------ ------------------ ---------------- At 28 February 2012 15,101 29,289 129 (1,047) 60 351 (23) (46,240) (2,380) ============ ============ ============ ============ ============ ============ ============ ============ ===========
Share capital
Share capital represents the nominal value of equity shares issued.
Share premium
The share premium account comprises the consideration received in excess of the nominal value of equity shares issued net of issue costs and the difference between the carrying amount of a financial liability and the nominal value of equity instruments issued when debt instruments are settled by the issue of equity instruments.
Preference shares
This represents the equity element recognised on preference shares issued. The preference shares are identified as compound instruments. The liability element is determined by determining the fair value of future cash flows of similar debt instruments without the equity element. The difference between the value of the preference shares and the debt element is recognised as the equity element.
Merger reserve
The merger reserve represents the difference between the fair value of equity instruments issued as part of a business combination and the nominal value in transactions.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currency differs from the reporting currency of the Group.
Share based payment reserve
This reserve is the result of the Company's grant of equity settled share options and warrants to selected employees and measured in accordance with IFRS2 Share-based payment transactions.
Share warrant reserve
Net proceeds of US$60,000 have been attributed to an issue of warrants in a prior year and this amount has been included within equity as another reserve.
Retained deficit
The Retained deficit reflects the cumulative losses incurred to date.
CONSOLIDATED CASH FLOW STATEMENT
for the period ended 28 February 2012
Year ended 14 months 28 February ended 28 2012 February 2011 US$'000 US$'000 Cash flow from operating activities Loss for the period before tax (3,586) (3,556) Adjustments for: Finance cost 112 11 Finance income - (10) Gain on bargain purchase - (776) Share based payment expense 3 5 Depreciation 37 11 Impairment 1,566 - Changes in working capital Decrease in inventory, accrued income, trade and other receivable 24 1,519 Increase in trade and other payables 508 800 ------------------------ ------------------------ Cash used in operating activities (1,336) (1,994) Income taxes credit received - - ------------------------ ------------------------ Net cash used in operating activities (1,336) (1,994) Cash flows from investing activities Acquisition of subsidiary undertaking - (66) Net cash acquired on acquisition of subsidiary undertaking - 2 Payments to acquire intangible assets - (12) Interest received - 10 ------------------------ ------------------------ Net cash used in investing activities - (66) Cash flows from financing activities Proceeds from the issue of preference shares 400 - Proceeds from the issue of shares 578 - Proceeds from shareholder loans 477 Interest on loans - (11) ------------------------ ------------------------ Net cash outflow from financing activities 1,455 (11) ------------------------ ------------------------ Net decrease in cash and cash equivalents 119 (2,071) Cash & cash equivalents at the beginning of the financial period 5 2,079 Effect of foreign exchange rate changes (20) (3) ------------------------ ------------------------ Cash & cash equivalents at the end of the financial period 104 5 ================ ================ 1 General information
The financial information set out in this preliminary announcement does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 for the year ended 28 February 2012 but is derived from those accounts. The financial statements for the year ended 28 February 2012 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on the 28 February 2012 accounts and have issued an unqualified opinion, with an emphasis of matter to the Going Concern basis of preparation.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), this announcement does not in itself contain sufficient information to comply with IFRS's.
MobileWave Group plc is incorporated and domiciled in the United Kingdom.
GOING CONCERN
The Directors of MobileWave Group plc have prepared the financial statements on a going concern basis, which assumes the Group will continue in operational existence for the foreseeable future. The Group's ability to meet its future funding and working capital requirements, and therefore continue as a going concern, is dependent upon being able to generate further investment funding, additional sharehoder loans and continuing agreement from its major creditors to defer payment of their debt. The Directors have prepared projected cash flow information for the period ending 12 months from the date of approval of these financial statements.
On the basis of these projections, the Directors have identified the requirement to obtain further shareholder funding and it was announced on 31 July 2012 that Rory Stear, Executive Chairman and major shareholder had agreed further funding of US$ 150,000.00 and negotiations have also been commenced with other major shareholders. Current indications are that these will come to a satisfactory conclusion. Agreement of further investment would, based upon projections prepared by the Group, enable it to continue to meet its debts as they fall due for at least the next 12 months. As at the date of these financial statements, however, there remains some uncertainty over the timing and success of these matters.
Should further investment not be secured or trading activities not meet anticipated targets, then the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Whilst there is a material uncertainty in relation to the timing and completion of the above matters, the Directors are continuing their negotiations with various parties and, based on indications so far, anticipate a positive outcome and consider that it is appropriate that the financial statements be prepared on a going concern basis.
2 sepArately disclosed items 2012 2011 US$000 US$000 - Abortive acquisition costs - 298 Acquisition costs - 220 - 518 Gain on bargain purchase - (776) Impairment of deferred income receivable - 1,500 Impairment of intangible assets 1,566 - 1,566 1,242 3 LOSS PER SHARE 2012 2011 US$000 US$000 Loss for the financial year (3,606) (3,556) Weighted average number of ordinary shares in issue 82,209 66,613 US$ US$ Basic loss per 0.1p ordinary share (in US$) (0.04) (0.05) Diluted loss per 0.1p ordinary share (in US$) (0.04) (0.05)
The calculation of the basic and diluted loss per ordinary share of 4 cents (2011: 5 cents) each has been based on the loss for the relevant financial period and on 82,208,637 shares (2011: 66,613,000 shares). This represents the weighted average number of ordinary shares in issue. The loss for the year from continuing operations and the weighted average number of ordinary shares for the purposes of calculating the diluted loss per share from continuing operations are the same as for the basic loss per share calculation. This is because the outstanding share options would have the effect of reducing the loss per ordinary share and are therefore not dilutive under the terms of IAS 33.
4 STATUS of the preliminary announcemenT
The board of directors of MobileWave Group plc approved the Preliminary Results on 30 August 2012
The statutory accounts will be posted to shareholders in due course. Further copies will be available to the public, free of charge, at the company's registered office, 2 Stone Buildings, Lincoln's Inn, LONDON WC2A 3TH and the Company's website at www.mobilewave.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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