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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Nettworx | LSE:NTWX | London | Ordinary Share | GB00B0TLVX30 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.625 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 7348X Nettworx PLC 27 June 2008 Nettworx Plc (the "Company") Final Results for the year ended 31 December 2007 27 June 2008 Nettworx Plc (AIM-NTWX) is pleased to present the results for the Company for the year ended 31 December 2007. In the interim statement for the period to 30 June 2007, it was stated that the Company had made one investment in Sim4Travel Holdings Plc in April 2007. Subsequent to the year end, Sim4Travel repaid £500,000 of the 5% Convertible Unsecured Loan Note 2008. The balance outstanding on the Loan Note and the remaining equity investment in Sim4Travel have been fully provided for. The Company's cash available for future acquisitions or investments of £8.6 million remains largely intact. The investment strategy of the Company remains unchanged, to acquire companies and businesses which could benefit from the convergence of voice, video and data, and fixed line and mobile networks. RESULTS The Company commenced trading on 21 December 2006, following the admission to trading on AIM. In the year end 31 December 2007, the Company's loss amounts to £999,646 after taxation (2006: restated loss of £285,783). BUSINESS REVIEW The Directors have been evaluating a number of potential acquisitions and have conducted extensive due diligence. These transactions have not come to fruition due to competitive third parties bids, no-agreement reached on pricing of a transaction or material issues being uncovered in the due diligence process. The Board is continuing to evaluate further possibilities and will keep shareholders informed of any developments. The Annual Report and Accounts for the year ended 31 December 2007 have been published and sent to all shareholders of the Company. Copies of the Annual Report and Accounts are available on the Company's website at www.nettworxplc.com For further information, contact: Nettworx Plc Jonathan Rowland, Director Tel: +44 (0) 20 7087 7971 Canaccord Adams Limited Mark Williams Tel: +44 (0) 20 7050 6500 Income Statement For the year ended 31 December 2007 Notes As restated Period from 4 October 2005 to 31 December Year end 31 December 2007 2006 £ £ Operating expenses (772,513) (601,480) Other operating income 50,000 - OPERATING LOSS (722,513) (601,480) Impairment of fixed asset 6 (704,000) - investment Interest receivable 429,852 325,219 LOSS ON ORDINARY ACTIVITIES 1 (996,661) (276,261) BEFORE TAXATION Taxation 4 (2,985) (9,522) RETAINED LOSS FOR THE PERIOD 11 (999,646) (285,783) LOSS PER SHARE - Basic 5 (0.90p) (0.26p) LOSS PER SHARE - Diluted 5 (0.90p) (0.26p) The operating loss for the period arises from the Company's continuing operations. None of the activities of the Company were acquired or disposed of during the period. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the period ended 31 December 2007 Notes As restated Period from 4 Year end 31 December October 2005 to 2007 31 December £ 2006 £ Total recognised gains and (999,646) (285,783) losses for the period as above Prior period adjustment 2 (308,000) Total recognised gains and (1,307,646) losses since the last financial statements Balance Sheet 31 December 2007 Notes As restated 2007 2006 £ £ FIXED ASSETS Financial assets - available for sale 6 - - investments CURRENT ASSETS Debtors 7 501,490 1,275 Cash at bank and in hand 8,061,534 9,565,931 8,563,024 9,567,206 CREDITORS: Amounts falling due within one year 8 (31,965) (36,501) NET CURRENT ASSETS 8,531,059 9,530,705 TOTAL ASSETS LESS CURRENT LIABILITIES 8,531,059 9,530,705 CAPITAL AND RESERVES Called up share capital 9 1,110,000 1,110,000 Share premium account 10 8,398,488 8,398,488 Profit and loss account 11 (977,429) 22,217 EQUITY SHAREHOLDERS' FUNDS 8,531,059 9,530,705 Cashflow Statement For the year ended 31 December 2007 Notes As restated 2007 2006 £ £ Cash flow from operating activities 13a (1,025,769) (267,776) Returns on investments and servicing 13b 429,852 325,219 of finance Taxation 13b (12,505) - Investment activities 13b (895,975) - CASH (OUTFLOW)/INFLOW BEFORE FINANCING (1,504,397) 57,443 Financing 13b - 9,508,488 (DECREASE)/INCREASE IN CASH IN THE 13c (1,504,397) 9,565,931 PERIOD RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS As restated 2007 2006 £ £ (Decrease) / Increase in cash in the period (1,504,397) 9,565,931 NET FUNDS AT 31 DECEMBER 2006 9,565,931 - NET FUNDS AT 31 DECEMBER 2007 8,061,534 9,565,931 Notes to the Financial Statements For the year ended 31 December 2007 BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. FINANCIAL ASSETS - AVAILABLE FOR SALE INVESTMENTS Investments are stated at the lower of cost and net realisable value. Net realisable value is determined from published price quotations for listed investments, where the liquidity of the market is sufficient to make this appropriate. For non listed investments net realisable value is determined via a review of the related Company's financial position and future prospects. DEFERRED TAXATION Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements. Deferred tax is measured at the tax rates which apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. SHARE WARRANTS In accordance with FRS 20: Share-based payment, the Company reflects the economic cost of awarding share warrants in exchange for services provided to the Company recording an expense in the profit and loss account equal to the fair value of the benefit awarded, which has been calculated by reference to the Black-Scholes method. Where the share warrants granted do not vest immediately but after a specified period of time, the fair value is expensed to the profit and loss account over the vesting period. FINANCIAL INSTRUMENTS Financial Instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. 1 LOSS ON ORDINARY 2007 £ As restated2006 £ ACTIVITIES BEFORE TAXATION Loss on ordinary activities before taxation is stated after charging: Auditors* 9,988 12,000 remuneration for audit services Loss on disposal of 191,975 - fixed asset investment Impairment of other 256,000 - receivable 2 PRIOR PERIOD ADJUSTMENT As a result of the adoption of FRS 20 *Share-based payments*, there is a prior period adjustment to the profit and loss account of £308,000. Due to the fact that the FRS 20 charge is credited back to reserves, the profit and loss revenue brought forward and total shareholders* funds are unchanged. 3 EMPLOYEES 2007 No. As restated2006 No. The average monthly number of persons (including Directors) employed by the Company during the period was: Office and 3 4 management £ £ Staff costs for above persons Wages and salaries 160,000 167,160 Social security costs 17,953 16,984 177,953 184,144 4 TAXATION 2007£ As restated2006£ Current tax charge 2,985 9,522 Factors affecting the tax charge for the period Loss on ordinary (996,661) (276,261) activities before taxation Corporation tax charge at (298,998) (82,878) 30% Prior period adjustment (92,400) 92,400 Expenses not allowable 18,000 - for tax Capital loss carried 268,793 - forward Revenue loss carried 104,605 - forward Underprovision in prior 2,985 - period Current tax charge 2,985 9,522 5 LOSS PER SHARE The calculation of loss per share is based upon 111,000,000 being the weighted average number of ordinary shares in issue during the period. The warrants have an exercise price above the fair value of the Company's shares and hence are non-dilutive. 6 FINANCIAL ASSETS - AVAILABLE FOR SALE As restated INVESTMENTS 2007 2006 £ £ Cost Additions 1,203,950 - Disposals (499,950) - As at 31 December 2007 704,000 - Impairment Impairment recognised during the year 704,000 - As at 31 December 2007 704,000 - Net book value As at 31 December 2007 - - As at 31 December 2007, the Company owns 117,333,333 ordinary shares, representing 11.8% of the ordinary share capital of Sim4Travel Holdings PLC, a company quoted on PLUS Markets. The investment in Sim4Travel Holdings PLC has been fully provided against in line with the directors' assessment of the recoverable amount. 7 DEBTORS As restated 2007 2006 £ £ Due within one year: Prepayments and accrued income 1,332 1,275 Other Debtors 500,158 - 501,490 1,275 At the year end, the Company held £756,000 of convertible loan notes, which were convertible into 126,000,000 ordinary shares in Sim4Travel Holdings PLC. On 14 April 2008, £500,000 of these loan notes were repaid. The remaining amount of £256,000 has been fully provided against at the year end. 8 CREDITORS: Amounts falling due within one As restated year 2007 2006 £ £ Trade creditors 19,965 12,879 Corporation Tax - 9,522 Accruals and deferred income 12,000 14,100 37,965 36,501 9 SHARE CAPITAL As restated 2007 2006 £ £ Authorised: 5,000,000,000 ordinary shares of 1p each 50,000,000 50,000,000 Allotted, issued and fully paid: 111,000,000 ordinary shares of 1p each 1,110,000 1,110,000 Share issues: The Company was incorporated on 4 October 2006 with authorised share capital of 100,000 ordinary shares of £1 each of which one share were allotted at par on incorporation nil paid On 11 November 2006, the authorised share capital was increased to £50,000,000 by the creation of 49,900,000 ordinary shares of £1 each. Each ordinary share of £1.00 each were sub divided into 100 Ordinary shares of 1p each creating 5,000,000,000 ordinary shares of 1p On 2 December 2006 the Company issued, credited as fully paid 9,999,900 ordinary shares of 1p each at par for cash consideration. On 15 December 2006, the Company issued 1,000,000 ordinary shares of 1p each at par. On 21 December 2006, the Company allotted 100,000,000 ordinary shares of 1p each at 10p per share for total cash consideration of £10,000,000 and the Company's shares were admitted to trading on AIM on 21 December 2006. Share warrants: On 15 December 2006, the Company issued 11,000,000 warrants to the Directors and other holders. Each warrant gives the right to subscribe for one ordinary share at a price of 10p per share. These warrants are exercisable from 15 December 2006 to 15 December 2015. No warrants have been exercised, and no other warrants granted. In determining the fair value of the warrants issued, the Company has used the Black-Scholes model. The significant assumption made in respect of the issues made in 2006 are listed below: 2006 Weighted average share price at grant date (pence) 10 Exercise price (pence) 10 Expected life (years) 5 Expected volatility (%) 20 Risk free interest rate (%) 4.5 The expected volatility has been estimated by considering the Company's historic share price volatility as well as comparable quoted companies. 10 SHARE PREMIUM ACCOUNT As restated 2007 2006 £ £ At 31 December 2006 8,398,488 9,000,000 Expenses in connection with share issue - (601,512) At 31 December 2007 8,398,488 8,398,488 11 PROFIT AND LOSS ACCOUNT As restated 2007 2006 £ £ Retained profit brought forward 22,217 - Loss for the financial period (996,646) (285,783) Share based payment charge credited to - 308,000 reserves (Accumulated deficit) / retained profit (974,429) 22,217 carried forward 12 RECONCILIATION OF MOVEMENT IN EQUITY As restated SHAREHOLDERS' FUNDS 2007 2006 £ £ Loss for the financial period (996,646) (285,783) Share based payment charge credited to - 308,000 reserves (996,646) 22,217 New share capital issued net of costs - 9,508,488 Net (decrease)/increase to equity (996,646) 9,530,705 shareholders' funds Opening equity shareholders' funds 9,530,705 - Closing equity shareholders' funds 8,534,059 9,530,705 13 CASH FLOWS As restated 2007 2006 £ £ A Reconciliation of operating loss to net cash flow from operating activities Operating loss (722,513) (293,480) Loss on disposal of investments 191,975 - Increase in debtors (500,215) (1,275) Increase in creditors 4,984 26,979 Net cash flow from operating activities (1,025,769) (267,776) B Analysis of cash flows for headings netted in the cash flow Returns on investments and servicing of finance Interest received 429,852 325,219 Taxation (12,505) Net cash inflow from returns on investments, servicing of finance and (44,397) 325,219 taxation Investment activities Purchase of current asset investments (1,203,950) - Sale of current asset investments 307,975 - Net cash outflow from investment (895,975) - activities Financing Issue of ordinary share capital - 10,110,000 Expenses paid in connection with share - (601,512) issue Net cash inflow from financing - 9,508,488 At At C Analysis of net funds 31 December 31 December 2006 2007 £ Cash flow £ £ Cash in hand, at bank 9,565,931 (1,504,397) 8,061,534 14 FINANCIAL INSTRUMENTS The Company's financial instruments comprise cash, debtors and creditors that arise from its operations. All debtors and creditors are due to be settled within one year and have been excluded from the following disclosures. The Company has not traded in any financial instruments throughout the period under review. The main risk arising from the Company's financial instruments are interest rate risk. The board reviews and agrees its policies are managing this risk, which is summarised below. Interest rate risk The Company earns interest on its surplus cash held on bank deposits at variable market rates. Fair value of financial instruments There is no material difference between the fair value and book value of the Company's cash. 15 RELATED PARTY TRANSACTIONS The Company was charged by Rowland Capital (C.I.) Limited during the period £12,000 (2006: £12,000) for the provision of accountancy and secretarial services. Rowland Capital (C.I.) Limited is controlled by the trustees of The Rowland Purpose Trust 2001. Mr J Rowland is a discretionary beneficiary of a trust that has the same trustees as The Rowland Purpose Trust 2001. This information is provided by RNS The company news service from the London Stock Exchange END FR PUUWUQUPRGPM
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