Final Results
09 Juin 2006 - 6:03PM
UK Regulatory
RNS Number:3657E
Azman PLC
09 June 2006
For immediate release
Stock Exchange Announcement
9th June 2006
Azman PLC
Financial Statements
Period Ended 31 January 2006
CHAIRMAN'S STATEMENT
The audited results for the period from formation on 13 January 2005 to 31
January 2006 show that the Company incurred a loss, both before and after
taxation, of #33,000. This equated to a loss per share, suitably weighted, for
the period of 0.03p per share.
As announced on 3 April 2006, we have entered into a non binding agreement to
acquire Coms Limited, a Company operating in the voice over IP sector. We are
currently conducting diligence stage on Coms Limited and will seek shareholder
approval for the acquisition once agreement is reached. The Company's shares
have been suspended as of the above date and it is expected that they will
re-commence trading once the circular and readmission document containing a
notice of extraordinary general meeting, in connection with the Coms Limited
acquisition is posted to shareholders.
The Board is satisfied that cash resources are more than adequate to cover
routine operating expenses for the foreseeable future.
J. D. Rowland
Chairman
For further information:
Jonathan Naess Nabarro Wells & Co. Ltd 020 7710 7400
Leo Knifton Azman PLC 020 7251 3762
Profit and Loss Account
For the period from 13 January 2005 to 31 January 2006
Notes #'000
Turnover -
Operating expenses
Administration (45)
------------
Operating loss (45)
Interest received 12
------------
Loss on ordinary activities before taxation 2 (33)
Taxation 4 -
------------
Deficit for the period 9 (33)
============
Loss per Share:
Basic 5 (0.03)p
Fully diluted 5 (0.03)p
There were no recognised gains or losses other than the retained loss for the
period.
Balance Sheet at 31 January 2006
Notes #'000
Current Assets
Debtors 6 8
Cash at bank and in hand 448
------------
456
Creditors: Amounts falling due within one year 7 (13)
------------
443
============
Capital and Reserves
Called up share capital 8 122
Share premium account 9 354
Profit and loss account 9 (33)
------------
Equity Shareholders' Funds 10 443
============
CASH FLOW STATEMENTS
FOR THE PERIOD 13 JANUARY 2005 TO 31 JANUARY 2006
Notes #'000
Net cash outflow from operating activities 11 (40)
Returns on investment and servicing of finance
Interest received 12
------------
Net cash outflow from operations (28)
============
Financing
Issue of share capital (Net of expenses) 476
------------
Net cash inflow from financing 476
============
Increase in cash in the period 12 448
============
Notes to the Financial Statements
For the period ended 31 January 2006
1. Accounting Policies
Basis of Accounting
The financial statements have been prepared in accordance with applicable
accounting standards under the historical cost convention.
The Company is now an AIM listed "shell" which is actively seeking a suitable
acquisition. On the basis that the finance raised in the year and expected
future AIM costs, the accounts have been prepared on a going concern basis.
Taxation
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the treatment of
certain items for taxation and accounting purposes. Deferred tax is recognised,
without discounting, in respect of all timing differences between the treatment
of certain items for taxation and accounting purposes which have arisen but not
reversed by the balance sheet date, except as otherwise required by FRS19.
2. Loss on Ordinary Activities
#'000
Is stated after:
Auditors' remuneration
- audit services 4
- non-audit services 1
============
3. Staff number and costs
Number
The average weekly number of persons (including Directors)
employed by the Company during the period was:
Management 2
------------
#'000
Directors' Remuneration
Fees -
============
On 15 February 2005 L.E.V. Knifton was granted warrants to subscribe for 333,334
ordinary shares at par and J D. Rowland was granted warrants to subscribe for
1,000,000 ordinary shares at 2 pence per share any time before the third
anniversary of the admission of the Company to AIM.
4. Taxation
#'000
Current tax charge -
============
Factors affecting the tax charge for
the period:
Loss on ordinary activities
before taxation (33)
============
Loss on ordinary activities multiplied
by standard rate of UK corporation tax of 19% (2004 - 19%) (6)
============
Effects of
Disallowed expenses -
Tax losses carried forward 6
------------
6
============
At 31 January 2006 the Company had excess management expenses to carry forward
of #33,000. The deferred tax asset on these tax loss of #6,000 has not been
recognised due to the uncertainty of recovery.
5. Loss per Share
The losses per share have been calculated on the loss for the financial period
of #33,000 and the following weighted average number of shares in issue during
the period ended 31 January 2006
-basic 116,075,549
-fully diluted 113,166,458
6. Debtors
#'000
Other debtors 3
Prepayments 5
------------
8
============
7. Creditors: Amounts falling due within one year
#'000
Trade creditors 4
Accrued and deferred income 9
-----------
13
===========
8. Share Capital
#'000
Authorised:
5,000,000,000 ordinary shares of 0.1p 5,000
===========
Allotted, issued and fully paid
121,750,000 ordinary shares of 0.1p 122
===========
On formation at 13 January 2005, 1 ordinary shares of #1.00 was issued and
authorised share capital was #1,000.
On 24 January 2005 the authorised share capital was increased to #5,000,000 and
the ordinary shares were sub divided into shares of 0.1p each. On the same day a
further 99,999,000 shares were issued at par.
A placing and admission to trading on AIM document was issued on 15 February
2005 and, in accordance with the document, 20,000,000 ordinary shares were
subscribed for at 2p per share on 2 March 2005.
On 23 March 2005, it was agreed to issue a further 1,500,000 shares in
accordance with the placing documents and an additional 250,000 were issued to
satisfy a trade creditor, both were issued at 2p per share.
The following warrants instruments were created on 15 February 2005:
(a) For 4,500,000 ordinary shares, exercisable at 0.1p per share at
any time up to 2 March 2008;
(b) For 2,500,000 ordinary shares, exercisable at 2p per share at
any time up to 2 March 2008.
9. Reserves
Share Premium Profit and Loss
Account Account
#'000 #'000
At 13 January 2005 - -
On share issues 413 -
Cost of placing (59) -
Loss for the period - (33)
------------ ----------
At 31 January 2006 354 (33)
============ ==========
10. Reconciliation in Movements in
Shareholders' funds
#'000
Loss after taxation (33)
Issue of shares (net of expenses) 476
------------
443
Ordinary shareholders' funds -
------------
Closing shareholders' funds 443
============
11. Net Cash (Outflow) from Operating Activities
2004
#'000
------------
Operating loss (45)
Increase in debtors (8)
Increase in creditors 13
------------
(40)
============
12. Analysis of Change in Net Debt
At 13 At 31st
January Cash January
2005 Flow 2006
#'000 #'000 #'000
Cash at bank and in hand - 448 448
========= ========= =========
13. Financial instruments
The Company's financial instruments comprise trade creditors, cash, and equity
shares.
The Company has taken advantage of the exemption under FRS13 to exclude short
term debtors and short term creditors from the disclosure of financial assets
and liabilities.
The Company has cash at bank. This is placed on short term deposit to maximise
the group's liquid resources and no interest rate hedging is undertaken. During
the year a weighted average of 2.8% was achieved.
14. Controlling Party
Azman plc is quoted on the Alternative Investment Market of the London Stock
Exchange. At the date of the Annual Report in the Directors opinion there is no
controlling party.
The audited annual report and accounts will be posted to shareholders on Friday
9th June, 2006. Copies of the annual report and accounts will be available for
collection from the Company's registered office at Finsgate, 5-7 Cranwood
Street, London EC1V 9EE.
-End-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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