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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Personal Screen | LSE:PSP | London | Ordinary Share | GB0003486585 | 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% | 0.085 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:9068F Personal Screening PLC 10 July 2006 PERSONAL SCREENING PLC - FINAL RESULTS & ACCOUNTS FOR THE YEAR TO 31ST DEC 2005 Company registration number: 4057276 Registered office: 35 Hagley Road Stourbridge West Midlands DY8 1QR Directors: Michael George Scorey (Chairman) James Christopher Driscoll MBE (resigned 14 March 2006) Simon Peter Driscoll Aniz Visram (appointed 14 March 2006) Secretary: Simon Peter Driscoll Bankers: HSBC Bank 114 High Street Stourbridge West Midlands DY8 1DZ Solicitors: Harrison Clark 5 Deansway Worcester WR1 2JG Auditors: Bentley Jennison Registered Auditors Chartered Accountants Charterhouse Legge Street Birmingham B4 7EU INDEX PAGE Chairman's statement 1 Report of the directors 2 & 3 Report of the independent auditors 4 Principal accounting policies 5 & 6 Consolidated profit and loss account 7 Consolidated balance sheet 8 Company balance sheet 9 Consolidated cash flow statement 10 Notes to the financial statements 11 - 22 Notice of Annual General Meeting CHAIRMANS STATEMENT I am pleased to present the financial statements for the 12 months to 31 December 2005. The consolidated loss on ordinary activities after taxation for this period was #202,817 for the 12 months to 31 December 2005 compared to #563,135 for the previous 18 months to 31 December 2004. As reported in my interim statement issued in November 2005, the strategic restructuring of the business was completed. The sales for the year did not meet our expectations primarily due to the delay in bringing the company to AIM and completing our fundraising. I am now happy to report that a fundraising of #795,000 and our move to Aim was successfully completed in February together with the appointment of our Finance Director, Aniz Visram. We further secured a private placing of #325,500 in April 2006 when we were advised by our brokers that there was an appetite for our stock. The business now has a firm financial base which has allowed us to start building the awareness program for our unique product offering. Currently we are developing a marketing and PR strategy which we intend to launch in the second half of this year. Our range of approved tests continues to expand and we have approval for a new self test for chlamydia. The new test gives an instant result and has a lower retail price point against the old tests which had to be sent away for laboratory analysis. The new test is now available and sales are starting to come through. Two promotions are planned during the second half which we believe will significantly enhance sales of this product. In May we successfully completed our first acquisition. The company, Mermaid Diagnostics Limited in conjunction with the University of Birmingham, developed a patented product known as Safetube. The research and development program of some eight years for Safetube has created a product which allows reagents to be mixed together and perform colorimetric analysis. The first manifestation of this technology is Smokescreen, a rapid point of care test for smoking. This is used to measure nicotine intake and has great benefits in assisting people to quit. Smokescreen is a registered trade mark and brings Personal Screening its first wholly owned intellectual property. Other uses include the treatment of tuberculosis, detection of arsenic and pesticide poisoning. I am also delighted to announce that Dr Graham Cope an honorary senior research fellow of the University of Birmingham and Technical Director of Mermaid has joined the group as its Research and Development Director. I am also happy to report that University of Birmingham's research company Birmingham Research and Development Limited has become equity holders in Personal Screening. We see Dr Cope's appointment and BRDL's role as a major step forward for Personal Screening. This team allows us to identify new products, and more importantly, acquisitions that will enhance our core business. I would like to thank shareholders for their continued support and I look forward to being able to give you further encouraging news of the Company's progress in future communications. Michael Scorey Chairman, Personal Screening plc 7 July 2006 The directors present their report together with the financial statements for the year ended 31 December 2005. Principal activities The principal activity of the group during the year/period was that of selling self-test medical kits. Business review Developments in the business both during and after the year are detailed in the Chairman's Statement on page 1. Developments since the year end are discussed in note 23. Trading results There was a loss for the year after taxation amounting to # 202,817 (period ended 31 December 2004: #563,135). The directors do not recommend payment of a dividend and the loss has therefore been transferred from reserves. Directors The membership of the Board at the end of the year is set out below. The interests of the directors in the shares of the company at 31 December 2005 and 1 January 2005, or date of appointment if later, were as follows: Ordinary shares Ordinary shares of 0.1p each of 5p each 31 December 31 December 2005 2004 Michael Scorey - - James Driscoll (resigned 14 March 2006) 4,952,619 4,952,619 Simon Driscoll 1,601,000 1,600,000 Aniz Visram was appointed as Finance Director on 14 March 2006 and on the same date James Driscoll resigned as a director. In accordance with the articles of association Aniz Visram retires from the Board and will offer himself for re-election at the Annual General Meeting. Substantial shareholders At 30 June 2006, in addition to the directors, the following had notified the company of a disclosable interest in 3% or more of the issued share capital of the company: Ordinary shares % of issued of 0.1p each share capital Pershing Keen Nominees Limited 54,308,999 31 SP Angel (Nominees) Limited 28,950,000 16 Wellbeing Screening plc 12,567,307 7 Vidacos Nominees Limited 6,258,755 4 Directors' responsibilities for the financial statements United Kingdom company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing those financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently - make judgements and estimates that are reasonable and prudent - state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the 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, for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for ensuring that the directors' report and other information contained in the annual report is prepared in accordance with company law in the United Kingdom. Creditor payment policy The group's current policy concerning the payment of trade creditors is to settle the terms of payment with suppliers when agreeing the terms of each transaction but due to cash constraints the group has varied those terms in discussion with creditors. At the year end group trade creditors represented 439 days purchases (31 December 2004 : 205 days). Auditors On 27 April 2006, Grant Thornton UK LLP resigned as auditors and Bentley Jennison, Chartered Accountants and Registered Auditors were appointed in their place. ON BEHALF OF THE BOARD Simon Driscoll Director 7 July 2006 We have audited the financial statements of Personal Screening plc for the year ended 31 December 2005 which comprise the principal accounting policies, the consolidated profit and loss account, the balance sheets, the consolidated cash flow statement and notes 1 to 25. 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 the directors and auditors The directors' responsibilities for preparing the annual report and the financial statements in accordance with United Kingdom law and accounting standards 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 United Kingdom auditing standards. 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 also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed. We read other information contained in the annual report and consider whether it is consistent with the audited financial statements. The 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 opinion We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the 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 group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the 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. Opinion In our opinion the financial statements give a true and fair view of the state of the affairs of the company and the group as at 31 December 2005 and of the loss of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985. BENTLEY JENNISON REGISTERED AUDITORS CHARTERED ACCOUNTANTS BIRMINGHAM 7 July 2006 Basis of preparation The financial statements have been prepared, on policies consistent with the previous year, in accordance with applicable United Kingdom accounting standards and under the historical cost convention. Basis of consolidation The group financial statements consolidate those of the company and of its subsidiary undertakings (see note 10) drawn up to 31 December 2005 under the acquisition method of accounting. Profits or losses on intragroup transactions have been eliminated in full. On acquisition of a subsidiary, all of the subsidiary assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date. Where appropriate, in the parent company's own accounts, it has recorded shares in respect of acquisitions at their nominal value, in accordance with the provisions of section 131 of the Companies Act 1985. Goodwill arising on consolidation, representing the excess of the fair value of the consideration given over the fair values of the identifiable net assets acquired, is capitalised and amortised over the expected useful economic life. Turnover Turnover is the total amount receivable by the group for goods supplied and services provided, excluding VAT and trade discounts. Turnover is recognised on the despatch of the kits to the customer. Intangible fixed assets Intellectual property rights, patents and databases are valued at cost and are amortised on a straight line basis over their useful economic lives of 10 years, 10 years and one year respectively. Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset over its expected useful economic life, as follows: Fixtures and fittings 20% straight line Computer equipment 33.3% straight line Plant and machinery 33.3% reducing balance Frames 33.3% straight line Stock Goods held for resale are valued at the lower of cost and net realisable value. Leased assets Operating lease rentals are charged to the profit and loss account in equal annual instalments over the lease term. Investments Investments are included at cost less amounts written off. Licensing, Research and Development Costs incurred in Licensing, Research and Development activity are written off in the year of the expenditure. Financial instruments The group has financial instruments which it uses to raise finance for operations. Interest payable / receivable is accrued and charged / credited to the profit and loss account in the year to which it relates. Deferred taxation Deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation to pay more tax in the future, or a right to pay less tax in the future have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or substantively enacted by the balance sheet date. Consolidated Profit & Loss Account 12 months ended 18 months ended 31 December 31 December Note 2005 2004 # # # # Turnover Continuing operations 83,878 145,991 Discontinued operations - 60,142 1 83,878 206,133 Cost of sales 2 (54,905) (131,582) 28,973 74,551 Gross profit Administrative expenses: Other administrative expenses 2 (162,616) (370,423) Amortisation of goodwill 2 (48,976) (56,650) (211,592) (427,073) Operating loss Continuing operations (148,518) (342,992) Discontinued operations (34,101) (9,530) (182,619) (352,522) Loss on disposal of discontinued operations - (200,000) Net interest 3 (20,198) (10,613) Loss on ordinary activities before taxation 1 (202,817) (563,135) Tax on loss on ordinary activities 5 - - Loss on ordinary activities after taxation and loss for the financial year / 17 (202,817) (563,135) (period) transferred from reserves Loss per ordinary shares- basic and diluted 6 (0.35)p (1.24)p There were no recognised gains or losses other than the loss for the financial year / period. The accompanying accounting policies and notes form an integral part of these financial statements. Note 31 December 31 December 2005 2004 Consolidated Balance Sheet # # # # Fixed assets Intangible assets 8 873,890 922,866 Tangible assets 9 562 1,779 874,452 924,645 Current assets Stock 11 18,013 17,332 Debtors 12 24,660 65,589 42,673 82,921 Creditors: amounts falling due within one year 13 (601,031) (485,881) Net current liabilities (528,358) (402,960) Total assets less current liabilities and net assets 316,094 521,685 Capital and reserves Called up share capital 16 64,433 2,721,610 Share premium account 17 612,087 624,863 Capital Redemption Reserve Account 17 2,667,179 - Profit and loss account 17 (3,027,605) (2,824,788) Equity shareholders' funds 18 316,094 521,685 The financial statements were approved by the Board of Directors on 7 July 2006. Aniz Visram Finance Director Simon Driscoll Director The accompanying accounting policies and notes form an integral part of these financial statements. Company Balance Sheet Note 31 December 31 December 2005 2004 # # # # Fixed assets Investments 10 739,460 739,460 Current assets Debtors 12 92,870 406,115 Creditors: amounts falling due within one year 13 (25,281) (30,488) Net current assets 67,589 375,627 Total assets less current liabilities and net 807,049 1,115,087 assets Capital and reserves Called up share capital 16 64,433 2,721,610 Share premium account 17 612,087 624,863 Capital Redemption Reserve Account 17 2,667,179 - Profit and loss account 17 (2,536,650) (2,231,386) Equity shareholders' funds 807,049 1,115,087 The financial statements were approved by the Board of Directors on 7 July 2006. Aniz Visram Finance Director Simon Driscoll Director The accompanying accounting policies and notes form an integral part of these financial statements. Consolidated Cash Flow Statement Note 12 months 18 months ended ended 31 December 31 December 2005 2004 # # Net cash outflow from operating activities 19 (24,224) (425,750) Returns on investments and servicing of finance Interest received 266 - Interest paid (20,464) (10,613) Net cash outflow from returns on investments and servicing of finance (20,198) (10,613) Capital expenditure Payments to acquire tangible fixed assets - (860) Net cash outflow from capital expenditure - (860) Acquisitions Purchase of subsidiary undertaking - (61,095) Net cash outflow from acquisitions - (61,095) Net cash outflow before financing (44,422) (498,318) Financing Issue of ordinary share capital 16 25,001 583,500 Costs of share issue - (15,271) Net cash inflow from financing 25,001 568,229 (Decrease)/Increase in cash 20, 21 (19,421) 69,911 The accompanying accounting policies and notes form an integral part of these financial statements. 1 TURNOVER AND LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION The turnover and loss on ordinary activities before taxation are attributable to the principal activities wholly undertaken in the United Kingdom. The loss on ordinary activities before taxation is stated after: 12 months 18 months ended 31 ended 31 December December 2005 2004 # # Auditors' remuneration: Audit services 5,000 7,500 Taxation services 1,000 2,000 Depreciation and amortisation: Goodwill including impairment 48,976 56,650 Intangible fixed assets - 916 Tangible fixed assets - all owned 1,217 5,082 Included within cost of investment and offset against the share premium account are amounts of #nil (period ended 31 December 2004 : #10,800) and #nil (period ended 31 December 2004 : # 2,700) respectively paid to the auditors for non-audit services in connection with work as reporting accountants and associated fundraisings. 2 COST OF SALES AND ADMINISTRATIVE EXPENSES 12 months ended 31 December 2005 18 months ended 30 June 2004 Continuing Discontinued Total Continuing Discontinued Total # # # # # # Cost of sales 54,905 - 54,905 89,237 42,345 131,582 Administrative expenses 128,515 34,101 162,616 343,096 27,327 370,423 Amortisation of goodwill 48,976 - 48,976 56,650 - 56,650 177,491 34,101 211,592 399,746 27,327 427,073 3 NET INTEREST 12 months 18 months ended ended 31 December 31 December 2005 2004 # # Other interest payable (3,345) - On bank loans and overdrafts (17,119) (10,613) Other interest receivable and similar income 266 - (20,198) (10,613) 4 DIRECTORS AND EMPLOYEES Staff costs during the period were as follows: 12 months 18 months ended ended 31 December 31 December 2005 2004 # # Wages and salaries 61,866 181,395 Social security costs 4,929 12,681 66,795 194,076 The average number of employees of the group during the period was: 12 months 18 months ended ended 31 December 31 December 2005 2004 Number Number Technical 1 1 Sales and administration 3 4 4 5 Remuneration in respect of directors was as follows: 12 months 18 months ended ended 31 December 31 December 2005 2004 # # Emoluments 45,000 118,542 During the period no directors (2004: nil) participated in money purchase pension schemes. 5 TAX ON LOSS ON ORDINARY ACTIVITIES No tax charge arises on the loss for the year/period. The tax assessed for the period differs from the standard rate of corporation tax in the UK as explained below: 12 months 18 months ended ended 31 December 31 December 2005 2004 # # Loss on ordinary activities before tax (202,817) (563,135) Loss on ordinary activities multiplied by standard rate of Corporation Tax in the UK of 19% (2004: 19%) (38,535) (106,996) Effect of: Expenses not deductible for tax purposes 8,667 128,594 Capital allowances for year in excess of depreciation (1,513) (2,407) Utilisation of losses - (67,926) Unrecognised deferred tax assets 31,381 48,735 Current tax credit for year - - Unrelieved tax losses of approximately #1,559,000 (2004: #1,426,000) remain available to offset against future taxable trading profits. 6 LOSS PER SHARE The calculation of the basic loss per share is based on the loss for the year attributable to ordinary shareholders of #202,817 (period ended 31 December 2004: #563,135) divided by the weighted average number of shares in issue during the year of 58,598,948 (period ended 31 December 2004 : 45,575,717). 7 LOSS FOR THE FINANCIAL YEAR The parent company has taken advantage of s230 of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The parent company's loss for the year was #305,264 (period ended 31 December 2004: #411,860). 8 INTANGIBLE FIXED ASSETS The group 31 December 31 December 2005 2004 # # Goodwill (a) 873,890 922,866 Other intangible assets (b) - - 873,890 922,866 INTANGIBLE FIXED ASSETS (CONTINUED) (a) Goodwill Goodwill on consolidation # Cost At 1 January 2005 and 31 December 2005 2,042,298 Amortisation At 1 January 2005 1,119,432 Provided in the year 48,976 At 31 December 2005 1,168,408 Net book amount at 31 December 2005 873,890 Net book amount at 31 December 2004 922,866 The cost of the goodwill comprises: Year of Goodwill at Date of acquisition amortisation original cost # Transad Limited November 2002 10 years 1,062,782 Personal Screening International Limited November 2004 20 years 979,516 2,042,298 The Transad Limited goodwill was fully provided against in the year ended 30 June 2003. The directors have carried out an impairment review based on discounted cashflow forecasts and concluded that no provision is required in relation to the goodwill in Personal Screening International Limited. (b) Other intangible assets Intellectual Patents & property Databases trademarks rights Total # # # # Cost At 1 January 2005 11,295 29,783 41,150 82,228 Disposals (11,295) (29,783) - (41,078) At 31 December 2005 - - 41,150 41,150 Amortisation At 1 January 2005 11,295 29,783 41,150 82,228 Eliminated on Disposals (11,295) (29,783) - (41,078) At 31 December 2005 - - 41,150 41,150 Net book amount at 31 December 2005 - - - - Net book amount at 31 December 2004 - - - - 9 TANGIBLE FIXED ASSETS The group Fixtures and Computer Plant and fittings equipment machinery Frames Total # # # # # Cost At 1 January 2005 4,730 16,253 2,526 92,990 116,499 Disposals (16,253) (16,253) At 31 December 2005 4,730 - 2,526 92,990 100,246 Depreciation At 1 January 2005 3,082 16,253 2,395 92,990 114,720 Provided during the year 1,086 131 1,217 Eliminated on Disposals - (16,253) - - (16,253) At 31 December 2005 4,168 - 2,526 92,990 (99,684) Net book amount at 31 December 2005 562 - - - 562 Net book amount at 31 December 2004 1,648 - 131 - 1,779 10 FIXED ASSET INVESTMENTS The company Investment in subsidiary undertakings # Cost At 1 January 2005 and 31 December 2005 1,729,780 Provisions At 1 January 2005 and 31 December 2005 990,320 Net book amount at 31 December 2005 739,460 Net book amount at 31 December 2004 739,460 At 31 December 2005 the company held 100% of Ordinary share capital of the following:- Subsidiary Country of incorporation Nature of business Transad Limited England and Wales Dormant Personal Screening International England and Wales Sale of self test kits Limited All subsidiaries have been included in the consolidation. 11 STOCK The group 31 December 31 December 2005 2004 # # Goods for resale 18,013 17,332 12 DEBTORS The group The company 31 December 31 December 31 December 31 December 2005 2004 2005 2004 # # # # Trade debtors 10,400 37,762 - - Other debtors 14,260 27,827 5,314 4,295 Amounts due from group undertakings - - 87,556 401,820 24,660 65,589 92,870 406,115 All of the above amounts fall due within one year. 13 CREDITORS:AMOUNTS FALLING DUE WITHIN ONE YEAR The group The company 31 December 31 December 31 December 31 December 2005 2004 2005 2004 # # # # Bank overdraft 179,357 159,936 - - Trade creditors 201,224 115,038 - - Other taxes and social security costs 73,225 80,289 - - Other creditors 123,408 111,523 21,000 21,000 Accruals and deferred income 23,817 19,095 4,281 9,488 601,031 485,881 25,281 30,488 The bank overdraft is secured against a fixed and floating charge over all the assets of the group and a personal guarantee given by James Driscoll, a director of the company, up to #150,000. 14 FINANCIAL INSTRUMENTS The group uses financial instruments, other than derivatives, comprising borrowings, cash and various items such as trade debtors, trade creditors etc, that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The main risk arising from the group's financial instruments is liquidity risk. The directors review and agree policies for managing this risk. It is the group's policy to maintain a minimum degree of headroom of cash requirements over available facilities at all time. It is, and has been in the period under review, the group's policy that no trading in financial instruments shall be undertaken. Short term debtors and creditors Short term debtors and creditors have been excluded from all the following disclosures. Liquidity risk The group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The fair value of financial instruments is not considered to be different from book value. Currency risk The group is not exposed to translation and transaction foreign exchange risk as all transactions are undertaken in Sterling. Maturity of financial liabilities The group financial liabilities analysis at 31 December 2005 was as follows: 31 December 31 December 2005 2004 # # In less than one year or on demand Bank overdraft 179,357 159,936 The bank overdraft carries interest at a rate of 3% above Barclays Bank Plc base rate. 15 DEFERRED TAXATION No deferred taxation has been provided for in the financial statements. The unprovided deferred tax asset is set out below:- The group The company 31 December 31 December 31 December 31 December 2005 2004 2005 2004 # # # # Unprovided deferred tax asset 301,000 278,000 106,000 92,000 16 SHARE CAPITAL 31 December 31 December 2005 2004 # # Authorised 2,582,821,298 ordinary shares of 0.1p each 2,582,821 105,000,000 ordinary shares of 5p each - 5,250,000 Allotted, called up and fully paid 64,433,000 ordinary shares of 0.1p each 64,433 54,432,198 ordinary shares of 5p each - 2,721,610 Capital Re-organisation On 18 March 2005 the share capital was subdivided, converted and re-designated into one new ordinary share of 0.1p and forty nine deferred shares of 0.1p and all of the un-issued deferred shares were reclassified as ordinary shares of 0.1p each. The voting and other rights (including the rights to dividends) conferred on the new ordinary shares are identical to ordinary shares as set out in the articles of association of the company. The deferred shares carried minimal rights and had little or no economic value. On 25 November 2005 the company bought back, by way of an issue and the proceeds of a fresh issue of 1,000 ordinary shares, and cancelled all of the issued Deferred Shares for the sum of # 1 The Group and Company Movement in Authorised share capital Ordinary Ordinary Deferred Shares of 5p Shares of Shares of each 0.1p each 0.1p each Total # # # # At 1 January 105,000,000 ordinary shares of 5p each 2005 5,250,000 - - 5,250,000 18 March 2005 Sub-division of ordinary shares 1:49 (5,250,000) 105,000 5,145,000 - 18 March 2005 Re-classification of un-issued deferred - 2,477,821 (2,477,821) - shares as ordinary shares of 0.1p each 25 November Cancellation of Deferred Shares - - (2,667,179) (2,667,179) 2005 As at 31 2,582,821,298 ordinary shares of 0.1p - 2,582,821 - 2,582,821 December 2005 each Allotments during the year The following allotments of shares were made during the year, all of which were issued at par value of 0.001p each 5 August 2005 2,500,000 ordinary shares 7,500,000 ordinary shares 25 November 2005 1,000 ordinary shares The shares issued on 5 August 2005 included 2,500,000 shares that were issued for cash, giving rise to proceeds of #25,000. The 7,500,000 shares issued on the same date were issued in settlement of creditors of # 59,210. The shares issued on 25 November 2005 were issued for cash giving rise to proceeds of # 1 Further shares have been issued since the year end (see note 23) Share Warrants On 31 October 2003, the company created a warrant instrument pursuant to which the Wellbeing was entitled to subscribe for up to 12,567,307 ordinary shares at a price of 5p each. None of these warrants were exercised to 31 October 2005 being the exercise date and have therefore lapsed as at that date. On 31 December 2004, the company created a warrant instrument pursuant to which the European Deposit Trust is entitled to subscribe for up to 4,000,000 ordinary shares at a price of 5p each. None of these warrants have been exercised to date. The warrants are exercisable at any time up to 30 November 2009. Directors Share Options Michael Scorey was granted an option to subscribe for up to 2,000,000 ordinary shares at a price of 5p each. He waived these options on the 15 March 2006. 17 SHARE PREMIUM ACCOUNT AND RESERVES The group Capital Redemption Share Profit Reserve premium and loss account account account # # # At 1 January 2005 - 624,863 (2,824,788) Shares issued - 74,210 - Professional Costs - (86,986) - Sub - Division of Share Capital (see note above) 2,667,179 - - Retained loss for the year/(period) - - (202,817) At 31 December 2005 2,667,179 612,087 (3,027,605) The company Capital Redemption Share Profit Reserve premium and loss account account account # # # At 1 January 2005 - 624,863 (2,231,386) Shares issued (net of costs) - 74,210 - Professional Costs - (86,986) - Sub - Division of Share Capital (see note above) 2,667,179 Retained loss for the year/(period) - - (305,264) At 31 December 2005 2,667,179 612,087 (2,536,650) 18 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS 12 months ended 18 months ended 31 December 31 December 2005 2004 # # Loss for the financial year/(period) (202,817) (563,135) Issue of shares (net of costs) (2,774) 1,296,594 Net (decrease)/increase in shareholders' funds (205,591) 733,459 Opening shareholders' funds/(deficit) 521,685 (211,774) Closing shareholders' funds 316,094 521,685 19 NET CASH OUTFLOW FROM OPERATING ACTIVITIES 12 months ended 18 months ended 31 December 31 December 2005 2004 # # Operating loss (182,619) (352,522) Depreciation of tangible fixed assets 1,217 5,082 Amortisation and impairment of goodwill 48,976 56,650 Amortisation of other intangible fixed assets - 916 Creditors settled by the issue of shares - 50,000 Increase in stocks (681) (14,288) Decrease in debtors 40,929 40,257 (Decrease)/Increase in creditors 67,954 (211,845) Net cash outflow from operating activities (24,224) (425,750) 20 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 12 months ended 31 18 months ended December 31December 2005 2004 # # (Decrease) / Increase in cash in the year and movement in net debt (19,421) 69,911 Opening net debt (159,936) (229,847) Closing net debt (179,357) (159,936) 21 ANALYSIS OF CHANGES IN NET DEBT At 1 January 2005 Cash flow At 31 December 2005 # # # Bank overdraft (159,936) (19,421) (179,357) 22 SHARE ISSUES Called Up Share Share Premium Non Cash Cash Proceeds Capital Account Proceeds # # # # 5 August 2005 2,500 22,500 - 25,000 5 August 2005 7,500 51,710 59,210 - 25 November 2005 1 - - 1 10,001 74,210 59,210 25,001 23 POST BALANCE SHEET EVENTS Since the year end, the Group has undertaken a series of significant transactions. These are referred to in the Chairman's statement on page 1. AIM Listing and Share Issues The Company was admitted to the AIM market of the London Stock Exchange on 15 February 2006 with an initial placing of 79,500,000 ordinary shares of 0.1p each at 1p. The shares in issue were added to on 21 April 2006 by way of a private placement of 32,550,000 shares of 0.1p each at 1p, raising #325,500 to be used for the working capital of the Group. Acquisition On 31 May 2006, the Company acquired the entire share capital of Mermaid Diagnostics Limited in exchange for 2,000,000 ordinary shares of 0.1p each at an agreed price of 2p each. At the date of acquisition Mermaid Diagnostics Limited's un-audited accounts disclosed net assets of # 21,135 with an annual turnover of #1,600 resulting in a net loss of #6,807 Share capital As a result of the above transactions, at the date of this report, the issued share capital stands at 174,483,198 ordinary shares of 0.1p each. 24 CONTINGENT LIABILITY There is currently a dispute outstanding between the company and Beattie Communications Limited in respect of invoices delivered by Beattie to the company for services rendered by Michael Wort, a previous director of the company. The maximum liability was # 40,000. Provision has been made in these accounts for the amount which the directors consider will be the settled liability. The company has made an offer to settle the matter. 25 TRANSACTIONS WITH DIRECTORS AND RELATED PARTIES Name of director and connected person Amount owing to director at 31 December 2005 and 31 December 2004 # J Driscoll 21,000 The amount due at 31 December 2005 was also the maximum balance outstanding during the year. In addition, the group has made purchases at arms length totalling #nil (2004: #nil) from companies in Galleon Holdings plc group, a company of which J C Driscoll and S P Driscoll are/were directors and shareholders. The amount owed at the year end to companies within this group was #37,177 (2004: #37,177) NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Personal Screening plc will be held at 35 Hagley Road, Stourbridge DY8 1QR on Friday 18 August 2006 at 9.30am for the following purposes Ordinary Business 1 To receive the report of the directors and the financial statements for the 12 month period ended 31 December 2005 and the report of the auditors thereon 2 To re-elect Aniz Visram as a director of the company 3 To reappoint the auditors and to authorise the directors to fix their remuneration On behalf of the Board Simon Driscoll COMPANY SECRETARY 7 July 2006 ENQUIRIES TO Simon Driscoll Personal Screening 01384 352 717 Chris Steele Adventis Financial 020 7034 4759 This information is provided by RNS The company news service from the London Stock Exchange END FR UKRRRNORBRUR
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