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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Toluna | LSE:TOL | London | Ordinary Share | GB00B073PB75 | 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% | 317.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMTOL 8 March 2011 TOLUNA PLC ("ToLuna", the "Company" or the "Group") Unaudited results for the year ended 31 December 2010 Highlights * Group revenues of GBP73.6 million, up from GBP49.5 million in 2009, with excellent progress and market share gains in Europe and strong growth in Asia Pacific * Underlying profit before tax* of GBP12.6 million, up from GBP7.6 million in 2009 * Net cash in excess of GBP13 million (2009 GBP11 million) * Average of more than a million votes per day on Toluna.com social voting website * Proposed acquisition of ToLuna by ITWP Acquisitions ("ITWP"), allowing shareholders to receive 320p cash per share Note: *profit before business combination amortisation and exceptional items Frédéric-Charles Petit, Chief Executive, comments: In 2010, ToLuna completed its transformation and is emerging as a global force in digital market research. Our respondent sources, social communities, technologies, infrastructure, staff and management team give us great confidence in the future. As we enter our second decade, the offer from ITWP is a recognition both of our past success and of the promise of a bright future for ToLuna with a clear strategic objective: leading the digital transformation of the market research industry. Further enquires: ToLuna Plc Frederic-Charles Petit (Chief Executive) Tel: +33 6 33 08 03 91 Mikael Tiano (Chief Financial Officer) Tel: +33 1 40 89 71 58 e-mail: investors@toluna.com Merchant Securities Limited (Nominated Adviser) David Worlidge/Simon Clements Tel: +44 20 7628 2200 Cenkos Securities plc (Joint Broker) Tel: +44 20 7397 8900 Ivonne Cantu/Julian Morse/Oliver Goad Numis Securities Limited (Joint Broker) Tel: +44 20 7260 1200 David Poutney/James Serjeant/Nick Westlake ToLuna is a leading independent provider of online panels, communities and technology services to the market research industry. It enables organisations to generate consumer insight by combining its online market research panels with industry leading technology. It has offices in the US, Canada, UK, France, the Netherlands, Romania, Germany, India, Australia, Japan and Hong Kong. Chairman's Statement I am pleased to report on the unaudited results for the year ended 31 December 2010. It was another year of significant growth for ToLuna, which is benefiting from the platform for expansion established in recent years. Revenues for 2010 include a full year contribution from Greenfield Online ISS, which was acquired in July 2009. Since the year end, ToLuna's independent directors have announced the terms of a proposed acquisition of ToLuna by ITWP Acquisitions. Details of the proposal, which are intended to be implemented by a scheme of arrangement, were announced on 14 February 2011 and will be sent to shareholders today. Results ToLuna made excellent progress in 2010, with particularly strong performance in Europe and rapid growth in the Asia Pacific region, the completion of the integration of Greenfield Online ISS in North America, and further advances in its technology and social voting services. Total group revenues were GBP73.6 million, compared to GBP49.5 million in 2009. These revenues include a full year contribution from Greenfield Online ISS, which was acquired in July 2009. On a pro forma basis, (assuming Greenfield ISS was part of the group for the full year in 2009) group revenues for 2010 increased by 2 per cent over 2009. The revenues for the European region grew by 10 per cent over pro forma revenues for 2009, with market share gains being achieved across the region and particularly strong performances in the UK and France. Asia Pacific is one of the fastest growing regions for the global market research industry with Australia, India, Korea and Japan also becoming important markets for ToLuna. In Asia Pacific, revenue growth was 62 per cent on a pro forma basis. US revenues declined approximately 6 per cent on a pro forma basis for 2009. The integration of Greenfield Online ISS was completed in the first half of 2010 and since then significant changes have been made. New initiatives have been undertaken in the US operations and early in 2011 George Terhanian, previously with Harris Interactive, was appointed President of ToLuna USA, to reignite growth in the US. The Board expects the impact of these changes to be reflected in the second half of 2011. Your Board focuses on underlying profit before tax (before business combination amortisation and exceptional items) as an important measure of progress. For 2010, underlying profit before tax was GBP12.6 million up from GBP7.6 million in 2009. Profit after tax amounted to GBP6.6 million compared to GBP1.6 million in 2009. ToLuna has again generated positive cash flow from operations of GBP15.8 million (2009: GBP12.2 million) during the year and at the year end, net cash was more than GBP13 million (2009: GBP11 million). Dividends On 21 October 2010, the Company paid an interim dividend of 1.2 pence per share. No final dividend is proposed by the directors in light of the proposed acquisition by ITWP Acquisitions Limited. Should the proposed acquisition not become effective, the directors will consider proposing a final dividend for the year ended 31 December 2010. Operations During 2010 ToLuna opened an office in Hong Kong. We now operate panels in 34 countries, which include some of the faster growing economies in the world. This offers great opportunities to continue the rapid growth ToLuna has delivered since its foundation. The social voting website ToLuna.com continues to attract significant interest. On average, more than a million votes are now cast per day, equivalent to 11 votes per second. Voting has recently been made available as an iPhone application. The Company has further developed its technology offering. PanelPortal, which enables customers to conduct their own research, can now integrate Twitter and Facebook feeds. The Board is particularly grateful to ToLuna's management and staff for the dedication and expertise which has sustained the Company's remarkable progress and innovation. In the early months of 2011, Europe and Asia Pacific have continued to perform well. In North America, we are confident that the benefits of the measures outlined above will come through in the second half of the year. Your Board is optimistic about the replication in North America of the business model that has served the group so well in Europe. Proposed Acquisition of ToLuna by ITWP As announced on 14 February 2011, ITWP proposes to acquire ToLuna by means of a scheme of arrangement. Full details of the scheme of arrangement were announced on 14 February 2011 and will be sent to shareholders today. If it is approved by shareholders and duly completed, ToLuna will become privately owned and the London Stock Exchange will be requested to cancel trading in ToLuna shares on the AIM market. Should the Scheme be approved and completed, ITWP, which is supported by Verlinvest, a significant shareholder in ToLuna, has stated that it intends to take significant steps aimed at accelerating ToLuna's growth. It believes the development of ToLuna under this strategy is much better suited to private ownership. I am pleased that ToLuna will continue to have excellent prospects to continue the growth it has achieved since its flotation in 2005 at 70p per share and an initial market value of GBP25 million. This growth is testimony to the exceptional quality of its staff and management. I wish to thank shareholders for their loyal support of the company since 2005, which has helped us to make such impressive progress. I am confident that ToLuna remains a business with excellent products, expert staff and management and an exciting future. George Kynoch Chairman 8 March 2011 Consolidated Income Statement Notes Year ended Year ended 31December 31December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Revenue 2 73,641 49,516 Staff costs (26,274) (22,374) Other operating expenses (34,616) (19,429) Underlying operating profit 12,751 7,713 Business combination (2,526) (1,802) amortisation Exceptional items (577) (3,522) Operating profit 9,648 2,389 Finance income 26 66 Finance expense (181) (216) Profit before tax 9,493 2,239 Tax expense 4 (2,900) (660) Profit for the financial year 6,593 1,579 Earnings per share Basic 3 13.12p 3.69p Diluted 3 12.93p 3.64p Consolidated Statement of Comprehensive Income Year ended Year ended 31December 31December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Profit for the financial year 6,593 1,579 Exchange translation 277 (416) differences Total comprehensive income for 6,870 1,163 the year Consolidated Statement of Financial Position Notes Year ended Year ended 31December 31December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Non-current assets Goodwill 5 16,930 16,742 Other intangible assets 6 15,992 15,615 Property, plant and equipment 2,204 2,279 Trade and other receivables 615 484 35,741 35,120 Current assets Trade and other receivables 20,802 18,748 Cash and cash equivalents 13,774 12,093 34,576 30,841 Total assets 70,317 65,961 Equity and liabilities Equity Share capital 505 501 Share premium account 33,827 33,186 Translation reserve 2,345 2,068 Retained earnings 14,141 8,565 Total equity 50,818 44,320 Current liabilities Trade and other payables 16,666 19,227 Financial liabilities: bank 529 1,136 overdraft Tax liabilities 1,471 907 Total current liabilities 18,666 21,270 Non-current liabilities 261 266 Trade and other payables Deferred tax provision 572 105 Total equity and liabilities 70,317 65,961 Consolidated Statement of Cash Flows Year ended Year ended 31December 31December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Operating activities Profit before tax 9,493 2,239 Adjustments for: Depreciation and amortisation 9,268 6,158 Share based payments 377 332 Loss on disposal of property, plant and - 179 equipment Exchange differences - 168 Increase in receivables (2,027) (2,306) (Decrease)/increase in payables (1,346) 5,458 Cash generated from operations 15,765 12,228 Taxation (2,582) (222) Net finance income 160 150 Net cash generated from operating 13,343 12,156 activities Investing activities Finance received 26 66 Finance costs (186) (216) Purchase of subsidiary undertaking (net (552) (23,278) of cash acquired) Addition of intangible assets (8,314) (4,778) Purchase of property, plant and equipment (1,333) (462) Net cash used in investing activities (10,359) (28,668) Net cash inflow/(outflow) before 2,984 (16,512) financing Financing activities Dividends paid (1,357) (720) Issue of shares (net of costs) 645 27,329 Finance lease proceeds 35 59 Capital repayments of finance leases (130) (178) Net cash (outflow)/inflow from financing (807) 26,490 Foreign exchange differences 111 (29) Increase in cash and cash equivalents 2,288 9,949 Net cash and cash equivalents at start of 10,957 1,008 the year Net cash and cash equivalents at end of 13,245 10,957 the year Cash and cash equivalents 13,774 12,093 Bank overdraft (529) (1,136) Net cash and cash equivalents 13,245 10,957 Consolidated Statement of Changes in Equity Share Share Translation Retained Total capital premium reserve earnings account GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 January 2009 365 5,993 2,484 7,374 16,216 Exchange translation - - (416) - (416) differences Profit for the year - - - 1,579 1,579 Total recognised income and - - (416) 1,579 1,163 expense Dividends paid - - - (720) (720) Share option grants - - - 332 332 Shares issued 136 27,193 - - 27,329 At 31 December 2009 501 33,186 2,068 8,565 44,320 At 1 January 2010 501 33,186 2,068 8,565 44,320 Exchange translation - - 277 - 277 differences Profit for the period - - - 6,593 6,593 Total recognised income and - - 277 6,593 6,870 expense Dividends paid - - - (1,357) (1,357) Share option grants - - - 340 340 Shares issued 4 641 - - 645 At 31 December 2010 505 33,827 2,345 14,141 50,818 Notes to the unaudited results for the year ended 31 December 2010 1 Publication of non-statutory accounts The financial information set out in this announcement report does not constitute statutory accounts as defined in the Companies Act 2006. The financial information for the year ended 31 December 2009 has been extracted from the Group's financial statements to that date which received an unmodified auditor's report and have been delivered to the Registrar of Companies. The Group's statutory financial statements for the year ended 31 December 2010 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies in due course. 2 Segmental information Year ended 31 December 2010 Europe Asia/Pacific America Total GBP'000 GBP'000 GBP'000 GBP'000 Revenue by origination 29,697 3,719 40,225 73,641 Revenue by customer location 28,138 3,430 42,073 73,641 Assets 33,042 784 36,491 70,317 Liabilities 9,170 481 9,848 19,499 Property, plant and equipment 681 27 1,496 2,204 Capital expenditure 6,151 10 3,486 9,647 Amortisation and depreciation 4,496 3 4,769 9,268 Year ended 31 December 2009 Europe Asia/Pacific America Total GBP'000 GBP'000 GBP'000 GBP'000 Revenue by origination 19,370 477 29,669 49,516 Revenue by customer location 22,946 1,390 25,180 49,516 Assets 27,683 842 37,436 65,961 Liabilities 11,153 288 10,200 21,641 Property, plant and equipment 831 96 1,352 2,279 Capital expenditure 3,603 15 1,622 5,240 Amortisation and depreciation 3,252 40 2,866 6,158 Substantial elements of the Group's costs cannot meaningfully be allocated across the geographical segments. Accordingly no segmental analysis of profit can be usefully disclosed. 3 Earnings per share Year ended Year ended 31December 31December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Profit for the financial year 6,593 1,579 Amortisation of business combination 2,155 3,755 intangible assets and exceptional items (net of taxation) Adjusted profit for the financial year 8,748 5,334 Basic earnings per share (pence) 13.12 3.69 Adjusted earnings per share (pence) 17.40 12.47 Diluted earnings per share (pence) 12.93 3.64 Adjusted diluted earnings per share 17.16 12.28 (pence) Shares Shares Issued ordinary shares at start of the 50,081,852 36,506,075 period Ordinary shares issued in the year 415,975 13,575,777 Issued ordinary shares at end of the 50,497,827 50,081,852 period Weighted average number of shares in 50,262,492 42,764,427 issue for the year Dilutive effect of options 728,023 664,296 Weighted average shares for diluted 50,990,515 43,428,723 earnings per share 4 Tax Year ended Year ended 31 December 31 December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Current tax UK tax 1,350 59 Foreign tax 1,083 1,453 2,433 1,512 Deferred tax 467 (852) Total income tax expense 2,900 660 Tax has been estimated based on the current rates of tax applicable in each country of operations. 5 Goodwill As at As at 31 December 31 December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 At 1 January 16,742 6,266 Business combinations - 10,544 Foreign exchange difference 188 (68) Total 16,930 16,742 6 Other intangible assets Domain Software Panel Customer Other Total names acquisition lists GBP'000 costs GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Cost At 1 January 2009 79 5,234 4,363 1,520 - 11,196 Additions in the year 7 2,358 2,413 - - 4,778 Business combinations - 6,581 982 1,341 540 9,444 Disposals - (385) (687) (93) - (1,165) Exchange differences - (147) (276) (81) (60) (564) At 31 December 2009 86 13,641 6,795 2,687 480 23,689 Additions in the year 11 3,055 5,248 - - 8,314 Disposals - - (1,063) - - (1,063) Exchange differences (9) (44) (186) 163 (23) (99) At 31 December 2010 88 16,652 10,794 2,850 457 30,841 Amortisation At 1 January 2009 - 912 2,710 271 - 3,893 Business combinations - 150 - - - 150 Charge for the year - 2,264 2,202 486 296 5,248 Disposals - (217) (687) (93) - (997) Exchange differences - (37) (182) (19) 18 (220) At 31 December 2009 - 3,072 4,043 645 314 8,074 Charge for the year - 3,358 2,957 690 103 7,108 Disposals - - (546) - - (546) Exchange differences - (122) 240 111 (16) 213 At 31 December 2010 - 6,308 6,694 1,446 401 14,849 Net book amount At 31 December 2010 88 10,344 4,100 1,404 56 15,992 At 31 December 2009 86 10,569 2,752 2,042 166 15,615 7 Dividends paid Year ended Year ended 31 December 31 December 2010 2009 (Unaudited) (Audited) GBP'000 GBP'000 Final dividend - 1.5 pence (2009: 1.15 753 419 pence) Interim dividend - 1.2 pence (2009: 0.6 604 301 pence) 1,357 720 No final dividend is proposed by the directors in light of the proposed acquisition by ITWP Acquisitions Limited. Should the proposed acquisition not become effective, the directors will consider proposing a final dividend for the year ended 31 December 2010. 8 Post balance sheet event: proposed acquisition of ToLuna by ITWP Acquisitions Limited (ITWP) On 14 February 2011, ITWP announced its intention to acquire the shares of ToLuna for a mix of shares, notes and cash, to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006. ITWP is a newly incorporated company formed for the purpose of implementing the acquisition of ToLuna. ITWP is supported by Verlinvest SA, a significant shareholder in ToLuna since 2009. ITWP has received irrevocable undertakings from Eurovestech plc, Invesco Asset Management Limited, and the Independent Directors who hold ToLuna Shares to vote in favour of the Scheme (including the required resolutions) in respect of their entire beneficial holdings of ToLuna Shares amounting, in aggregate, to 30,120,964 ToLuna Shares, representing approximately 59.6 per cent. of the existing issued share capital of ToLuna. ITWP has also received undertakings from Eurovestech plc and Invesco Asset Management Limited to elect to receive non-cash consideration which will enable all other shareholders, other than Verlinvest SA and Frederic-Charles Petit, to receive 320p in cash per ToLuna Share. Following the completion of the acquisition Frédéric-Charles Petit, Founder and Chief Executive of ToLuna, will be appointed as a director of ITWP and will continue in his current role as leader of the executive management team of the ToLuna Group. It is expected, subject to the satisfaction of regulatory and all other relevant conditions, that the acquisition will become effective during April 2011.Further details of the terms of the acquisition proposed by ITWP are available on the Company's website www.toluna-group.com/. Auditors The Audit Committee has determined that, due to substantial changes in the group in the recent past, it is in the interests of audit quality that the current audit engagement partner should continue in his role for a further year. The Audit Committee is satisfied that by the application of safeguards, the extension does not undermine the objectivity and independence of the auditor. Grant Thornton UK LLP has agreed to this extension, which will bring the total period served by the audit engagement partner to six years, as permitted by the Ethical Standards. END
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