TIDMPTC
For immediate release
30 September 2009
PNC TELECOM PLC
("PNC" or the "Company")
Audited Resultsfor the year ended 31 March 2009
The Board of PNC announces that it has today posted the Report and Accounts for
the year ended 31 March 2009 to shareholders. A copy of the Report and Accounts
will be available from the Company's website, being www.telecom-plc.co.uk. Set
out below is the full text of the Report and Accounts.
Enquiries:
PNC Telecom PLC: Tel: 0207 251 3762
Leo Knifton, Chairman
Nominated Adviser: Tel: 0207 628 3396
Beaumont Cornish Limited
Michael Cornish
Chairman's statement
The Group made a trading loss of GBP322,000 in the year ended 31 March 2009
(2008: loss GBP52,000) and exceptional loss of GBP610,000 on goodwill, and fixed
and current assets in respect of Specs and Lenses net of a release of a
provision for property lease and guarantees (see note 5 to the accounts).
Your Directors are currently focused on the VAT reclaim from HMRC which is
entering its final stages.
Whilst we have been dealing in electronic gaming consoles with the majority of
turnover being accounted for by sales of Nintendo Wii games consoles, we are
now focusing our attention on trading mobile phones as the current market
conditions and exchange rates have presented a number of opportunities.
Specs and Lenses have closed their retail operation in Freeport and are selling
their stock from an office in Clacton and online.
Our investment in S4T Plc has been fully provided due to uncertainty of
recovery of any of the GBP100,000 investment.
Your Directors are actively looking for other businesses to add to the group to
bring in further income.
We will keep you informed of any further developments.
L.E.V. Knifton
Chairman
30 September 2009.
PNC TELECOM PLC
Report of the Directors
for the year ended 31 March 2009
The Directors present their annual report and the audited financial statements
for the year ended 31 March 2009.
PRINCIPAL ACTIVITIES
The principal activity of the company is the export and import of mobile phones
and other electrical equipment and the sale of spectacles and related lenses.
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
A review of the business and future developments is contained in the Chairman's
Statement.
KEY PERFORMANCE INDICATORS
The directors consider the key performance indicators of the company to be its
operating loss for the year of GBP322,000.
KEY RISKS AND UNCERTAINTIES
The key risks and uncertainties that are currently facing the Company is the
possibility that the VAT refund may not be received.
DIVIDEND
The Directors resolved that no dividend will be paid for the year ended 31
March 2009.
DIRECTORS AND THEIR INTERESTS
The Directors of the Company, all of whom served throughout the year except
where stated below were:-
J.W. Case
L.E.V. Knifton
DIRECTORS' INTERESTS
The interests of the Directors and persons connected with them in the issued
share capital of the Company as notified to the Company were as follows:
Directors 31 March 2009 31 March 2008
Ordinary Shares Ordinary Shares
0.1p each 0.1p each
J.W.Case 13,850,000 13,850,000
L.E.V. Knifton 1,000,000 -
SUBSTANTIAL INTERESTS
The company has been notified of the following persons (other than those
referred to in the paragraph above) who hold interests (as defined in Part VI
of the Act) in 3 per cent or more of the issued ordinary share capital of the
Company at 29 September 2009.
Number of Percentage of
0.01p Shares Ordinary Share
Capital
JIM Nominees Limited 356,920,350 28.22%
Bade Finance Limited 185,000,000 14.63%
Brewin Nominees Limited 100,000,000 7.91%
Barclayshare Nominees Limited 53,862,177 4.26%
TD Waterhouse Nominees (Europe) 52,091,358 4.12%
Rock Nominees Ltd 39,300,000 3.11%
Save as disclosed above, the Directors are not aware of any other interests
that represent or will represent 3 per cent or more of the issued ordinary
share capital of the Company.
POLICY OF PAYMENT OF CREDITORS
It was the Company's normal practice to agree payments terms with all its
suppliers. Payment was made when it has been confirmed that the goods or
services had been provided in accordance with the agreed contractual terms and
conditions. Creditor days, represented by the aggregate amount of trade
creditors at the year end compared with the aggregate amount invoiced by
suppliers in the year, in 2009 were 65 days (2008 - 37 days)
CORPORATE GOVERNANCE
The Company is not required to comply with the code of Best Practice as set out
in Section 1 of the Combined Code appended to the Listing Rules of the
Financial Services Authority as it is listed on AIM. All relevant discussions
being taken by the full board.
PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE
Financial statements are published on the company's website. The maintenance
and integrity of the website is the responsibility of the directors. The
directors' responsibility also extends to the financial statements contained
therein.
INDEMNITY OF OFFICERS
The Group may purchase and maintain, for any director or officer, insurance
against any liability and the Group does maintain appropriate insurance cover
against legal action brought against its directors and officers.
FINANCIAL INSTRUMENTS
The group does not have formal policies on interest rate risk or foreign
currency risk. The Group is exposed to foreign currency risk on sales,
purchases and borrowings that are denominated in a currency other than pound
sterling (GBP). The Group maintains a natural hedge that minimizes the foreign
exchange exposures by matching foreign currency income with foreign currency
costs.
The Group does not consider it necessary to enter into foreign exchange
contracts in managing its foreign exchange risk resulting from cash flows from
transactions denominated in foreign currency, given the nature of the business
for the time being.
The group prepares periodic working capital forecasts for the foreseeable
future, allowing an assessment of the cash requirements of the company, to
manage liquidity risk. The directors have considered the risk posed by
liquidity and are satisfied that there is sufficient growth and equity in the
company.
POST BALANCE SHEET EVENTS
There are no events to report.
GOING CONERN
After making appropriate enquiries, the directors consider that the Company and
the Group has adequate resources to continue in operational existence for the
foreseeable future. For this reason they continue to adopt the going concern
basis in preparing the financial statements. This is reflected in note 1 to the
financial statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted for use in the European Union. The financial
statements are required by law to 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 Year. In preparing these 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;
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
- to follow IFRS as adopted by the European Union
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and the Group and to enable them to ensure that the financial
statements comply with the Companies Act 1985, and as regards the group
financial statements, article 4 of the IAS regulations. They are also
responsible for safeguarding the assets of the company and the Group and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as
defined by Section 234ZA of the Companies Act 1985) of which the Group's
auditors are unaware, and each director has taken all the steps that he ought
to have taken as a director in order to make himself aware of any relevant
audit information and to establish that the Group's auditors are aware of that
information.
AUDITORS
The auditors, Jeffreys Henry LLP, will be proposed for re-appointment in
accordance with Section 489 of the Companies Act 2006 in the Annual General
Meeting.
ON BEHALF OF THE BOARD:
L.E.V. Knifton
Company Director
30 September 2009
Report of the Independent Auditors to the Shareholders of
PNC TELECOM PLC
We have audited the group and parent company financial statements ("the
financial statements") of PNC Telecom Plc which include the consolidated income
statement, the consolidated and parent company balance sheets, the consolidated
and parent company cashflow statements, consolidated statement of changes in
equity for the year ended 31 March 2009 and the related notes. 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
for no purpose other than to draw to the attention of the Company's members
those matters which we are required to include in an auditor's report addressed
to them. To the fullest extent permitted by law, we do not accept or assume
responsibility to any party other than the Company and Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
As described in the Statement of Directors' responsibilities, the group's
directors are responsible for preparing the financial statements in accordance
with applicable law and International Financial Reporting Standards (IFRSs) as
adopted for use in the European Union.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
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 and, as regard group financial statements, Article 4 of the ISA
Regulation. We also report to you if, in our opinion, the Directors' report is
not consistent with the financial statements. The information given in the
Directors' report includes that specific information mentioned in the
Chairman's statement that is cross referred from the Review of the Business
sections of the directors' report.
In addition, we report to you if, in our opinion, 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 other transactions is not disclosed.
We read the 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 Audit Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) 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 Company'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.
Emphasis of matter - going concern
In forming our opinion, which is not qualified, we have considered the adequacy
of the disclosure made in the accounting policies on page 23 of the financial
statements concerning the company's ability to continue as a going concern. The
Group incurred a net loss of GBP1,078,000 for the year ended 31 March 2009 and,
at that date, the Group's net current liabilities included a VAT balance
recoverable of GBP1,248,000, which is the subject of an ongoing dispute (see note
12). These conditions indicate the existence of a material uncertainty which
may cast significant doubt about the company's ability to continue as a going
concern. The financial statements do not include the adjustments that would
result if the Group was unable to continue as a going concern.
Opinion
In our opinion:
- the Group financial statements give a true and fair view, in accordance with
International Financial Reporting Standards (IFRS's) as adopted for use in the
European Union, of the state of affairs of the Group and the Company as at 31
March 2009 and of its loss and cash flows of the Group for the year then ended;
- the parent company financial statements give a true and fair view, in
accordance with IFRS's as adopted by the European Union as applied in
accordance with provisions of the Companies Act 1985, of the state of the
parent company's affairs as at 31 March 2009;
- the financial statements have been properly prepared in accordance with the
Companies Act 1985 and, as regard the group financial statements, article 4 of
the IAS regulation; and
- the information given in the Report of the Directors is consistent with the
financial statements.
30 September 2009
Jeffreys Henry LLP Finsgate
Chartered Accountants 5-7 Cranwood Street
Registered Auditors London EC1V 9EE
PNC TELECOM PLC
Consolidated Income Statement
For the year ended 31 March 2009
Notes 31 March 31 March
2009 2008
GBP'000 GBP'000
Revenue 2 713 179
Cost of Sales (672) (144)
------ ------
Gross Profit 41 35
Operating expenses (363) (346)
------ ------
Operating Loss (322) (311)
Exceptional expenses (net) (610) -
Other operating income - 314
------ ------
Operating Profit (Loss) (932) 3
Finance income 4 4 96
Finance costs 4 (150) (151)
_______ _______
Profit/(loss) before tax (1,078) (52)
Tax expense 6 - -
------ ------
Profit/(Loss) for the year 5 (1,078) (52)
Attributable to:
Equity holders of the company (1,078) (52)
Pence Pence
Earnings / (loss) per share
Basic & Diluted 7 (0.17) (0.02)
PNC TELECOM PLC
Consolidated Statement of Changes in Equity
for the year ended 31 March 2009
Share Capital Share Merger Retained
Ordinary Deferred Premium Relief Earnings Total
shares Reserve
of Ordinary
Shares of
0.1p 4.9p each
each
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 April 653 2,346 48,013 324 (50,848) 488
2008
Loss after tax - - - - (1,078) (1,078)
for the year
As at 31 March 653 2,346 48,013 324 (51,926) (590)
2009
Share Capital Share Merger Retained
Ordinary Deferred Premium Relief Earnings Total
shares Reserve
of Ordinary
Shares of
0.1p 4.9p each
each
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 April 208 2,346 48,033 - (50,796) (209)
2007
Shares issued 445 - - - - 445
Loss after tax - - - - (52) (52)
for the year
Arising on - - - 324 - 324
acquisition of
Subsidiary
Share issue - - (20) - - (20)
costs
As at 31 March 653 2,346 48,013 324 (50,848) 488
2008
Share capital is the amount subscribed for shares at nominal value.
Retained profit represents the cumulative deficit of the Company attributable
to equity shareholders.
Share premium represents the excess of the amount subscribed for share capital
over the nominal value of those shares net of share issue expenses.
PNC TELECOM PLC
Consolidated Balance Sheet
As at 31 March 2009
Note 2009 2008
GBP'000 GBP'000
ASSETS
Non-Current Assets
Goodwill 9 - 429
Investments 10 - 100
Property, plant and equipment 8 8 74
------ ------
8 603
------ ------
Current Assets
Inventories 11 6 18
Trade and other receivables 12 1,262 1,326
Cash and cash equivalent 13 16 191
------ ------
1,284 1,535
------ ------
CURRENT LIABILITIES
Trade and other payables 14 (845) (579)
Financial Liabilities - Borrowings:
Interest bearing loan 15 (652) (686)
------ ------
(1,497) 1,265
------ ------
NET CURRENT LIABILITIES (213) 270
------ ------
NON CURRENT LIABILITIES
Non-Interest bearing loans and borrowings 16 (385) (385)
------ ------
NET ASSETS (LIABILITIES) (590) 488
EQUITY AND LIABILITIES
Called-up Share capital 17 2,999 2,999
Share premium accounts 18 48,013 48,013
Merger reserve 18 324 324
Retained earnings 18 (51,926) (50,848)
------ ------
TOTAL SHAREHOLDERS' EQUITY (590) 488
The financial statements were approved and authorised for issue by the Board on
30 September 2009 and signed on its behalf by:
L.E.V. Knifton
Director
PNC TELECOM PLC
Balance Sheet
As at 31 March 2009
Note 2009 2008
GBP'000 GBP'000
ASSETS
Non-Current Assets
Investments 10 - 609
Property, plant and equipment 8 8 9
------ ------
8 618
------ ------
Current Assets
Inventories 11 3 3
Trade and other receivables 12 1,250 1,424
Cash and cash equivalent 13 3 91
------ ------
1,256 1,518
------ ------
CURRENT LIABILITIES
Trade and other payables 14 (790) (571)
Financial liabilities - Borrowings:
Interest bearing loan 15 (652) (686)
------ ------
(1,442) (1,257)
------ ------
Net Current Assets/(Liabilities) (186) 261
------ ------
NON CURRENT LIABILITIES
Loan Interest bearing loans and borrowings 16 (385) (385)
----- ------
Net assets liabilities (563) 494
EQUITY AND LIABILITIES
Share capital 17 2,999 2,999
Share premium accounts 18 48,013 48,013
Merger reserve 18 324 324
Retained earnings 18 (51,899) (50,842)
----- ------
TOTAL EQUITY (563) 494
The financial statements were approved and authorised for issue by the Board on
30 September 2009 and signed on its behalf by:
L.E.V. Knifton
Director
PNC TELECOM PLC
Consolidated Cash Flow Statement
for the year ended 31 March 2009
2009 2008
Notes GBP'000 GBP'000
Cash flows from operating activities
Cash generated from (absorbed in) 1 (153) 254
operations
Finance costs - (151)
------ ------
Net cash from operating activities (153) 103
------ ------
Cash flows from investing activities
Acquisition of tangibles (26) (65)
Interest received 4 2
------ ------
Net cash from investing activities (22) (63)
------ ------
Cash flows from financing activities
Issue of new shares - 190
Repayment of loans - (40)
------ ------
Net cash from financing activities - 150
------ ------
Increase/(decrease) in cash and cash (175) 190
equivalents
Cash and cash equivalents at beginning 191 1
of year
------ ------
Cash and cash equivalents at end of year 16 191
------ ------
Represented by:
Cash at bank 16 191
------ ------
PNC TELECOM PLC
Company Cash Flow Statement
for the year ended 31 March 2009
2009 2008
Notes GBP'000 GBP'000
Cash flows from operating activities
Cash generated from (absorbed in) 1 (92) 89
operations
Finance costs - (151)
------ ------
Net cash from operating activities (92) (62)
------ ------
Cash flows from investing activities
Interest received 4 2
------ ------
Net cash from investing activities 4 2
------ ------
Cash flows from financing activities
Issue of new shares - 190
Repayment of loans - (40)
------ ------
Net cash from financing activities - 150
------ ------
Increase/(decrease) in cash and cash (88) 90
equivalents
Cash and cash equivalents at beginning 91 1
of year
------ ------
Cash and cash equivalents at end of year 3 91
------ ------
Represented by:
Cash at bank 3 91
------ ------
PNC TELECOM PLC
Notes to the Group Cash Flow Statement
for the year ended 31March 2009
1 RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS
Group 2009 2008
GBP000 GBP000
Operating loss for the year (322) (311)
Adjustments for:
Depreciation of property, plant and equipment 17 1
Other operating income - 314
------ ------
Operating cash flows before movements in working (305) 4
capital
(Increase)/Decrease in inventories (26) (15)
(Increase)/Decrease in receivables 64 (37)
(Decrease)/Increase in payables 148 302
(Decrease)/Increase in short term loans (34) -
------ ------
Cash generated from operations (153) 254
------ ------
Company 2009 2008
GBP000 GBP000
Operating loss for the year (275) (305)
Adjustments for:
Depreciation of property, plant and equipment 1 1
Other operating income - 314
------ ------
Operating cash flows before movements in working (274) 10
capital
(Increase)/Decrease in receivables 174 (41)
(Decrease)/Increase in payables 42 120
(Decrease)/Increase in short term loans (34) -
------ ------
Cash generated from operations (92) 89
------ ------
GENERAL INFORMATION
PNC Telecom Plc is a company incorporated in the United Kingdom under the
Companies Act 1985 and quoted on the Alternative Investment Market of the
London Stock Exchange. The address of the registered office is disclosed on
page 1 of the financial statements. The principal activity of the Group is
described in the Directors Report.
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations issued by the
International Accounting Standards Board (IASB) as adopted by the European
Union and with those parts of the Companies Act 1985 applicable to companies
reporting under IFRS. The financial statements have been prepared under the
historical cost convention. The principle accounting policies adopted are set
out below.
(a) Standards, amendment and interpretations effective in 2008
The following interpretation to published standards is mandatory for accounting
periods beginning on or after 1 January 2008 but is not relevant to the Group's
operations:
* IFRIC 12, `Service concession arrangements';
* IFRIC 13, `Customer loyalty programmes'; and
* IFRIC 14 IAS 19, `The limit on a defined asset, minimum funding
requirements and their interaction' (effective from 1 January 2008).
b. Standards, amendments and interpretations to existing standards that are
not yet effective and have not been adopted early by the Group.
* IAS 1 Revised - Presentation of Financial Statements (effective from 1
January 2009). Key changes include, the requirement to aggregate
information in the financial statements on the basis of shared
characteristics, the introduction of a Statement of Comprehensive Income &
changes in titles of some of the financial statements.
Preparers of financial statements will have the option of presenting income and
expense and components of other comprehensive income either in a single
statement or in two separate statements (a separate income statement followed
by a statement of comprehensive income).
The new titles for the financial statements (for example 'statement of
financial position' instead of balance sheet) will be used in the accounting
standards but are not mandatory for use in financial statements.
The expected impact is still being assessed in detail by management as the IASB
is involved in discussions to examine more fundamental questions about the
presentation of information in financial statements.
* IFRS 8 - Operating Segments (effective from 1 January 2009). IFRS 8
replaces IAS 14 and aligns segment reporting with the requirements of the
US standard SFAS 131, "Disclosures about segments of an enterprise and
related information". The new standard requires a "management approach",
under which segment information is presented on the same basis as that used
for internal reporting purposes. The expected impact is still being
assessed in detail by management, but it appears likely that the number of
reportable segments, as well as the manner in which segments are reported,
will change in a manner that is consistent with the internal reporting
provided to the chief operating decision-maker.
* IAS 27(2008) - Consolidated and Separate Financial Statements (effective
from 1 July 2009).
* IFRS 1 (Amendment) `First time adoption of IFRS', and IAS 27 `Consolidated
and separate financial statements' (effective from 1 January 2009).
* IFRS 2 (Amendment), `Share-based payment' (effective from 1 January 2009).
The amended standard deals with vesting conditions and cancellations. It
clarifies that vesting conditions are service conditions and performance
conditions only. Other features of a share-based payment are not vesting
conditions. These features would need to be included in the grant date fair
value for transactions with employees and others providing similar
services; they would not impact the number of awards expected to vest or
valuation thereof subsequent to grant date. All cancellations, whether by
the entity or by other parties, should receive the same accounting
treatment. The company will apply IFRS 2 (Amendment) from 1 January 2009.
It may have a material impact on the Group's financial statements depending
on the specific circumstances of any share options granted in the future.
* IFRS 3 (Revised), `Business combinations' (effective from 1 July 2009). The
revised standard continues to apply the acquisition method to business
combinations, with some significant changes. For example, all payments to
purchase a business are to be recorded at fair value at the acquisition
date, with contingent payments classified as debt subsequently re-measured
through the income statement. There is a choice on an
acquisition-by-acquisition basis to measure the non-controlling interest in
the acquiree either at fair value or at the non-controlling interest's
proportionate share of the acquiree's net assets. All acquisition-related
costs should be expensed. The Group will apply IFRS 3 (Revised)
prospectively to all business combinations from 1 January 2010.
* IFRS 5 (Amendment), `Non-current assets held-for-sale and discontinued
operations' (and consequential amendment to IFRS 1, `First-time adoption')
(effective from 1 July 2009). The amendment is part of the IASB's annual
improvements project published in May 2008. The amendment clarifies that
all of a subsidiary's assets and liabilities are classified as held for
sale if a partial disposal sale plan results in loss of control. Relevant
disclosure should be made for this subsidiary if the definition of a
discontinued operation is met. A consequential amendment to IFRS 1 states
that these amendments are applied prospectively from the date of transition
to IFRSs. The Group will apply the IFRS 5 (Amendment) prospectively to all
partial disposals of subsidiaries from 1 January 2010.
* IAS 36 (Amendment), `Impairment of assets' (effective from 1 January 2009).
The amendment is part of the IASB's annual improvements project published
in May 2008. Where fair value less costs to sell is calculated on the basis
of discounted cash flows, disclosures equivalent to those for value-in-use
calculation should be made. The Group will apply the IAS 36 (Amendment) and
provide the required disclosure where applicable for impairment tests from
1 January 2009.
* IAS 19 (Amendment), `Employee benefits' (effective from 1 January 2009).
The amendment is part of the IASB's annual improvements project published
in May 2008. The amendment clarifies that a plan amendment that results in
a change in the extent to which benefit promises are affected by future
salary increases is a curtailment, while an amendment that changes benefits
attributable to past service gives rise to a negative past service cost if
it results in a reduction in the present value of the defined benefit
obligation. The definition of return on plan assets has been amended to
state that plan administration costs are deducted in the calculation of
return on plan assets only to the extent that such costs have been excluded
from measurement of the defined benefit obligation. The distinction between
short term and long term employee benefits will be based on whether
benefits are due to be settled within or after 12 months of employee
service being rendered. IAS 37, `Provisions, contingent liabilities and
contingent assets, requires contingent liabilities to be disclosed, not
recognised. IAS 19 has been amended to be consistent. The Group will apply
the IAS 19 (Amendment) from 1 January 2009.
* IAS 39 (Amendment), `Financial instruments: Recognition and measurement'
(effective from January 2009). The amendment is part of the IASB's annual
improvements project published in May 2008. This amendment clarifies that
it is possible for there to be movements into and out of the fair value
through profit or loss category where a derivative commences or ceases to
qualify as a hedging instrument in cash flow or net investment hedge. The
definition of financial asset or financial liability at fair value through
profit or loss as it relates to items that are held for trading is also
amended. This clarifies that a financial asset or liability that is part of
a portfolio of financial instruments managed together with evidence of an
actual recent pattern of short-term profit taking is included in such a
portfolio on initial recognition. The current guidance on designating and
documenting hedges states that a hedging instrument needs to involve a
party external to the reporting entity and cites a segment as an example of
a reporting entity. This means that in order for hedge accounting to be
applied at segment level, the requirements for hedge accounting are
currently required to be met by the applicable segment. The amendment
removes the example of a segment so that the guidance is consistent with
IFRS 8, `Operating segments', which requires disclosure for segments to be
based on information reported to the chief operating decision-maker.
Currently, for segment reporting purposes, each subsidiary designates
contracts with group treasury as fair value or cash flow hedges so that the
hedges are reported in the segment to which the hedged items relate. This
is consistent with the information viewed by the chief operating
decision-maker. After the amendment is effective, the hedge will continue
to be reflected in the segment to which the hedged items relate (and
information provided to the chief operating decision-maker), but the
company will not formally document and test this relationship. When
remeasuring the carrying amount of a debt instrument on cessation of fair
value hedge accounting, the amendment clarifies that a revised effective
interest rate (calculated at the date fair value hedge accounting ceases)
are used. The company will apply the IAS 39 (Amendment) from 1 January
2009. It is not expected to have an impact on the company's income
statement.
* There are a number of minor amendments to IFRS 7, `Financial instruments:
Disclosures', IAS 8, `Accounting policies, changes in accounting estimates
and errors', IAS 10, `Events after the reporting period', IAS 18, `Revenue'
and IAS 34, `Interim financial reporting', which are part of the IASB's
annual improvements project published in May 2008 (not addressed above).
These amendments are unlikely to have an impact on the company's accounts
and have therefore not been analysed in detail.
(c) Standards, amendments and interpretations to existing standards that are
not yet effective and not relevant to the Group's operations. The following
interpretations to existing standards have been published and are mandatory for
the company's accounting periods beginning on or after 1 January 2008 or later
periods but are not relevant to the Group's operations:
* IFRS 5 (Amendment), `Non-current assets held-for-sale and discontinued
operations' (and consequential amendments to IFRS 1, `First-time adoption')
(effective from 1 July 2009).
* IAS 1 (Amendment), `Presentation of financial statements' - `Puttable
financial instruments and obligations arising on liquidation' (effective
from 1 January 2009).
* IAS 16 (Amendment), `Property, plant and equipment' (and consequential
amendment to IAS 7, `Statement of cash flows') (effective from 1 January
2009).
* IAS 19 (Amendment), `Employees benefits' (effective from 1 January
2009).IAS 20
(Amendment), `Accounting for government grants and disclosure of government
assistance' (effective from 1 January 2009).
* IAS 23 (Amendment), `Borrowing costs' (effective from 1 January 2009).
* IAS 28 (Amendment), `Investments in associates' (and consequential
amendments to IAS 32, `Financial Instruments: Presentation' and IFRS 7,
`Financial instruments: Disclosures') (effective from 1 January 2009).
* IAS 29 (Amendment), `Financial reporting in hyperinflationary economies'
(effective from 1 January 2009).
* IAS 31 (Amendment), `Interest in joint ventures' (and consequential
amendments to IAS 32 and IFRS 7) (effective from 1 January 2009).
* IAS 40 (Amendment), `Investment property' (and consequential amendments to
IAS 16) (effective from 1 January 2009).
* IAS 41 (Amendment), `Agriculture' (effective from 1 January 2009).
* IFRIC 15, `Agreements for construction of real estate' (effective from 1
January 2009).
* The minor amendments to IAS 20 `Accounting for government grants and
disclosure of government assistance', and IAS 20, `Financial reporting in
hyperinflationary economies', IAS 40, ` Investment property', and IAS 41,
`Agriculture'.
* IFRIC 16, `Hedges of a net investment in a foreign operation'.
Consolidation
Subsidiaries
Subsidiaries are all entities over which PNC Telecom Plc has the power to
govern the financial and operating policies generally accompanying a
shareholding of more than one half of the voting rights. The existence and
effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to PNC Telecom Plc. They are de-consolidated from the date that
control ceases.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the fair value of the
Group's share of the identifiable net assets acquired is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net assets of the
subsidiary acquired, the difference is recognised directly in the income
statement.
Subsidiaries
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
but considered an impairment indicator of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted the Group.
Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair
value of the Group's share of the net identifiable assets of the acquired
subsidiary or associate at the date of acquisition. Goodwill on acquisitions of
subsidiaries is included in `intangible assets'. Goodwill on acquisitions of
associates is included in `investments in associates' and is tested for
impairment as part of the overall balance. Separately recognised goodwill is
tested annually for impairment and carried at cost less accumulated impairment
losses. Impairment losses on goodwill are not reversed. Gains and losses on the
disposal of an entity include the carrying amount of goodwill relating to the
entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or Groups of
cash-generating units that are expected to benefit from the business
combination in which the goodwill arose. The Group allocates goodwill to each
business segment in each country in which it operates.
(b) Website
Website development costs are valued at cost less accumulated amortisation.
Amortisation is calculated to write off the cost in equal annual instalments
over the estimated useful economic life of 3 years.
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not
subject to amortisation and are tested annually for impairment. Assets that are
subject to amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible
reversal of the impairment at each reporting date.
Property, plant and equipment
Tangible non-current assets are stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the assets carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the income
statement during the financial Year in which they are incurred. Depreciation is
provided at the following annual rates in order to write off each asset over
its estimated useful life.
Fixtures, fittings and - 15% reducing balance
equipment
The asset's residual values and useful economic lives are reviewed, and
adjusted if appropriate, at each balance sheet date. An asset's carrying amount
is written down immediately to its recoverable amount if the asset's carrying
amount is greater than its estimated recoverable value.
Gains and losses on disposals are determined by comparing the proceeds with the
carrying amount and are recognised within other (losses) or gains in the income
statement. When revalued assets are sold, the amounts included in other
reserves are transferred to retained earnings.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group's
activities. Revenue is shown net of value-added tax, returns, rebates and
discounts and after eliminating sales within the Group.
Functional currency translation
i) Functional and presentation currency
The financial statements are presented in Pounds Sterling (GBP), which is both
the Group's presentation and functional currency.
ii) Transactions and balances
Foreign currency transactions are translated into the presentational currency
using exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. The tax currently payable is based on the taxable profit for the year.
Taxable profit differed from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The entity's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. However, the deferred
income tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that at
the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have
been enacted or substantially enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
Operating leases
Rental leases in which a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating leases.
Payments made under operating leases (net of any incentives received from the
lessor) are charged to the income statement.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheet.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. The cost of finished
goods and work in progress comprises raw materials and other direct costs. It
excludes borrowing costs. Net realisable value is the estimated selling price
in the ordinary course of business, less applicable variable selling expenses.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment. A provision for impairment is established when there is
objective evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. Significant financial
difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation and default or delinquency in payments is
considered indicators that the trade receivable is impaired.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost; any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in the income statement over the year of the borrowings using the
effective interest method.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12 months
after the balance sheet date.
Financial Instruments
Non-derivative financial instruments comprise investments in equity and debt
securities, trade and other receivables, cash and cash equivalents, loans and
borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value
plus, for instruments not at fair value through profit or loss, any directly
attributable transactions costs, except as described below. Subsequent to
initial recognition non-derivative financial instruments are measured as
described below.
A financial instrument is recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised if
the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial assets to another party without
retaining control or substantially all risks and rewards of the asset. Regular
way purchases and sales of financial assets are accounted for at trade date,
i.e. the date that the Group commits itself to purchase or sell the asset.
Financial liabilities are derecognised if the Group's obligations specified in
the contract expire or are discharged or cancelled.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and
cash equivalents, receivables and payables of the Group at the balance sheet
date approximated their fair values, due to relatively short term nature of
these financial instruments.
The Company provides financial guarantees to licensed banks for credit
facilities extended to a subsidiary company. The fair value of such financial
guarantees is not expected to be significantly different as the probability of
the subsidiary company defaulting on the credit lines is remote.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Critical accounting estimates and judgements
The preparation of consolidated financial statements requires the Group to make
estimates and assumptions that affect the application of policies and reported
amounts. Estimates and judgements are continually evaluated and are based on
historical experience and other factors including expectations of future events
that are believed to be reasonable under the circumstances. Actual results may
differ from these estimates. The estimates and assumptions which have a
significant risk of causing a material adjustment to the carrying amount of
assets and liabilities are discussed below:
a. Impairment of goodwill
The Group is required to test, at least annually, whether goodwill has suffered
any impairment. The recoverable amount is determined based on value in use
calculations. The use of this method requires the estimation of future cash
flows and the choice of a suitable discount rate in order to calculate the
present value of these cash flows. Actual outcomes could vary.
a. Impairment of intangibles (other than goodwill)
Intangible assets are reviewed for impairment if events or changes in
circumstances indicate that the carrying amount may not be recoverable. When a
review for impairment is conducted, the recoverable amount is determined based
on value in use calculations prepared on the basis of management's assumptions
and estimates.
b. Impairment of intangibles (other than goodwill)
Intangible assets are reviewed for impairment if events or changes in
circumstances indicate that the carrying amount may not be recoverable. When a
review for impairment is conducted, the recoverable amount is determined based
on value in use calculations prepared on the basis of management's assumptions
and estimates.
c. Impairment of property, plant and equipment
Property, plant and equipment are reviewed for impairment if events or changes
in circumstances indicate that the carrying amount may not be recoverable. When
a review for impairment is conduced, the recoverable amount is determined based
on value in use calculations prepared on the basis of management's assumptions
and estimates.
d. Depreciation of property, plant and equipment
Depreciation is provided so as to write down the assets to their residual
values over their estimated useful lived as set out above. The selection of
these residual values and estimated lives requires the exercise of management
judgement.
e. VAT
The VAT debtor is reviewed for impairment if events or changes in circumstances
indicate that the carrying amount may not be recoverable. When a review for
impairment is conducted, the recoverable amount is determined based on current
case law.
Going concern
HMRC have withheld repayment of VAT and this has necessitated the curtailment
of the company's trade of the import and export of mobile phones. The Company
has taken legal advice and is taking action against HMRC for the repayment of
the VAT and loss of income. Ongoing overhead costs in the year have been kept
to a minimum and been financed by loans from the directors.
The directors have undertaken to provide funds for working capital purposes in
the next twelve months.
Accordingly, the directors believe that it is appropriate to prepare the
financial statements on the going concern basis. The financial statements do
not include any adjustments that would be required if this basis was not
appropriate.
2 SEGMENTAL ANALYSIS
The Group's primary segment is business segment. The business segment consist
of gaming consoles and specs and lenses as shown below:
Gaming Specs Total
Consoles & Lenses
Segment Results 2009 2009 2009
GBP000 GBP000 GBP000
Revenue 488 225 713
Cost of Sales (450) (222) (672)
Gross Profit 38 3 41
Overheads (250) (113) (363)
(212) (110) (322)
Exceptional costs (68) (542) (610)
Net finance expense (146)
Loss before taxation (1,078)
Segment Assets
Property, plant and equipment 8 - 8
Other assets 1,256 28 1,284
1,264 28 1,292
3 EMPLOYEES AND DIRECTORS
2009 2008
GBP'000 GBP'000
Staff Costs
Wages and salaries 27 36
Social Security costs 3 3
Other pension costs - 3
------- -------
30 42
------ ------
4 NET FINANCE COSTS
2009 2008
GBP'000 GBP'000
Finance income:
Deposit account interest 1 96
Other interest 3 -
------- -------
4 96
------ ------
Finance costs:
Other interest 150 151
------ ------
Net finance costs 146 55
------ ------
5 OPERATING LOSS FOR THE YEAR
The operating loss for the year is stated after charging / (crediting):
2009 2008
GBP'000 GBP'000
Depreciation 17 1
Auditors' remuneration
- audit fees 23 10
- other fees 5 1
Recovery from claims against former directors - (314)
----- -----
The analysis of administrative expenses in the consolidated income statement by
nature of expense:
2009 2008
GBP'000 GBP'000
Employment costs 46 42
Rent and Rates 92 6
Travelling and entertaining 5 5
Legal and Professional Fees 95 170
Other expenses 100 123
------ ------
338 346
----- -----
Other operating income is a VAT repayment supplement.
The analysis of exceptional expenses
(net) for the year was as follows:-
Impairment of goodwill 429 -
Subsidiary's finished goods provision for 38 -
obsolescence
Provision for property lease guarantees no longer (32) -
required
Impairment of Investments in S4T Plc 100 -
Impairment of tangible fixed assets in Subsidiary 75 -
------ ------
610 -
----- -----
6 INCOME TAX EXPENSE
The tax charge on the profit for the year was as follows:
2009 2008
GBP000 GBP000
Current tax:
Corporation tax - -
------- -------
- -
Deferred tax - -
------ ------
Total - -
------ ------
Loss before tax (1,078) (52)
------ ------
2009 2008
GBP000 GBP000
Loss on ordinary activities before taxation (323) (16)
multiplied by standard rate of UK corporation
tax of 30% (2008 - 30%)
Effects of:
Non deductible expenses - -
Other tax adjustment 323 16
------- -------
- -
------- -------
Current tax charge - -
------ ------
The company has trading losses of GBP948,000 (2008: GBP748,000) and excess
management expenses of GBP3,043,527 (2008 - GBP3,045,508) available for carry
forward which are subject to agreement with the Inland Revenue.
7 EARNINGS PER SHARE
The calculation of earnings per ordinary share is based on earnings after tax
and the weighted average number of ordinary shares in issue during the year.
For diluted earnings per share, the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all dilutive potential ordinary
shares.
Details of the adjusted earnings per share are set out below:
The weighted average number of shares used was: 2009 2008
GBP'000 GBP'000
Basic 653,084 287,442
------- -------
Diluted 653,084 287,442
------- -------
2009 2009 2008 2008
GBP'000 pence per GBP'000 pence per
share share
Basic EPS
Profit/ (Loss) for the year (1,078) (0.17)p (52) (0.02)p
Diluted EPS
Profit/ (Loss) for the year and (1,078) (0.17)p (52) (0.02)p
loss per share
8 PROPERTY, PLANT AND EQUIPMENT
Group Website Fixtures, Total
fittings and
Equipment
GBP000 GBP000 GBP000
Cost
At beginning of year 54 27 81
Acquisitions 5 21 26
------- ------- -------
At end of year 59 48 107
------- ------- -------
Depreciation
At beginning of year - 7 7
Charge for year 59 33 92
------- ------- -------
At end of year 59 40 99
------- ------- -------
Net book value
At 31 March 2009 - 8 8
At 31 March 2008 54 20 74
Company Website Fixtures, Total
fittings and
Equipment
GBP000 GBP000 GBP000
Cost
At beginning and end of year - 16 16
------- ------- -------
Depreciation
At beginning of year - 7 7
Charge for year - 1 1
------- ------- -------
At end of year - 8 8
------- ------- -------
Net book value
At 31 March 2009 - 8 8
At 31 March 2008 - 9 9
9. Intangible Assets Cost Amortisation Net Book
Value
Goodwill GBP'000 GBP'000 GBP'000
At 1 April 2008 429 - 429
Impairment - (429) (429)
------- ------- -------
At 31 March 2009 429 (429) -
------ ------ ------
The group assesses at each reporting date whether there is an indication that
an asset may be impaired, by considering the net present value of discounted
cash flows forecasts. If an indication exists an impairment review is carried
out; the directors have concluded that full amortization of goodwill is
necessary, because its value has declined considerably during the year. The
subsidiary, Specs and Lenses Limited has closed their operations in Ipswich and
Freeport and are selling their stocks through an office in Clacton to minimise
costs.
10. FIXED ASSET INVESTMENTS Group Company
GBP000 GBP000
COST
At 1 April 2008 and 31 March 2009 100 609
------- -------
IMPAIRMENT
At 1 April 2008 - 609
Impairment in the year 100 -
------- -------
100 609
------- -------
CARRYING AMOUNT
At 31 March 2009 - -
------- -------
At 31 March 2008 100 609
------- -------
(a) The company owns 50 million ordinary shares in Sim4Travel Holdings Limited,
a company quoted on Plus Market, and having a cost of GBP100,000. A full
provision has been made of the S4T Plc investment on the basis of the
uncertainty of recovery.
(b) The company acquired the entire issued share capital of Specs and Lenses
Limited on 5 March 2008 for GBP508,750 by the issue of 185,000,000 shares at
0.275p per share; the company is unquoted but the directors consider that, as a
result of current year's trading, there is no value remaining in this
investment.
Included within these consolidated financial statements is the loss from the
subsidiary since the date of acquisition:
Subsidiary 2009 2008
GBP000 GBP000
Specs and Lenses Limited (162) (6)
------ ------
Below are the combined revenues and profit of the enlarged Group from 1 April
2008 to 31 March 2009:
2009 2008
GBP000 GBP000
Revenue 713 179
Impairment in the year (1,078) (52)
------ ------
11 INVENTORIES
GROUP 2009 2008
GBP'000 GBP'000
Group
Finished Goods 6 18
------ ------
COMPANY
Finished Goods 3 3
------ ------
The directors consider that the carrying amount of inventories is at fair
value.
12 TRADE AND OTHER RECEIVABLES
GROUP 2009 2008
GBP'000 GBP'000
Due within one year
Trade receivables - 21
Other receivables 1,262 1,305
------ ------
1,262 1,326
----- -----
Included in other debtors, there is an amount of GBP1.2 million which relates
to VAT recoverable. HMRC are withholding payments due to the Company along
with other mobile phone dealers. The Company has taken legal advice and are
preparing a case against HMRC for both repayment and loss of income. The VAT
is considered to be fully recoverable on the basis that even if there was
evasion of VAT elsewhere within the chain of transactions the Directors had
no knowledge nor should have had such knowledge.
The directors consider that the carrying amount of trade and other receivables
approximates their fair value.
COMPANY 2009 2008
GBP'000 GBP'000
Due within one year
Trade receivables - 19
Other receivables 1,250 1,405
------ ------
1,250 1,424
----- -----
13 CASH AND CASH EQUIVALENTS
Group 2009 2008
GBP'000 GBP'000
Bank current account and cash 3 120
Bank deposit account 13 71
------ ------
16 191
----- -----
Company 2009 2008
GBP'000 GBP'000
Bank current account and cash 3 90
Bank deposit account - 1
------ ------
3 91
----- -----
14 TRADE AND OTHER PAYABLES
GROUP 2009 2008
GBP'000 GBP'000
Current:
Trade payables 32 45
Other payables 10 -
Social security and other taxes 31 15
Accruals and deferred income 772 519
------ ------
845 579
----- -----
Included in Accruals and deferred income is an amount of GBP604,725 relating to
Interest on Loan.
COMPANY 2009 2008
GBP'000 GBP'000
Current:
Trade payables 5 38
Other payables 5 -
Social security and other taxes 26 15
Accruals and deferred income 754 518
------ ------
790 571
----- -----
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing expenses.
The directors consider that the carrying amount of trade and other payables
approximates their fair value.
15. FINANCIAL LIABILITIES - CURRENT
GROUP AND COMPANY 2009 2008
GBP'000 GBP'000
Interest bearing loan 652 686
----- -----
There are no terms for repayment; interest is being accrued at a simple rate of
3% per month.
16. FINANCIAL LIABILITIES - NON-CURRENT
GROUP AND COMPANY 2009 2008
GBP'000 GBP'000
Convertible loan 385 385
----- -----
The convertible loan of GBP385,000 is split as follows:
GBP55,000 of the convertible loans are convertible into 1,000 new ordinary shares
for each of the GBP1 of loan note. These loan notes are exercisable by 16
February 2012.
The balances of GBP330,000 of the convertible loans are convertible into 1,000
new ordinary shares for each GBP1 of loan note. These loan notes exercisable by
28 April 2012.
Subsequent to the year-end, the following conversion took place:
(1) On the 8 July 2008, GBP50,000 of the April 2012 convertibles were converted
into 50,000,000 new ordinary shares.
On the same date, GBP10,000 of the February 2012 convertibles were converted into
10,000,000 new ordinary shares .
(2) On the 27 July 2009, GBP40,000 of the April 2012 convertibles were converted
into GBP40,000,000 new ordinary shares.
(3) On the 17 August 2009, GBP140,000 of the April 2012, convertibles were
converted into 140,000,000 new ordinary shares.
The Company's financial instruments comprised borrowings, cash and various
items such as trade debtors and creditors that arose directly from operations.
The main purpose of these instruments was to raise finance for operations. The
Company had not entered into derivative transactions nor did it trade in
financial instruments as a matter of policy.
Short-term debtors and creditors are excluded from the disclosures which
follow.
Financial Assets
The only financial asset is cash at bank and in hand. At 31 March 2009 the
Group had cash at bank of GBP16,000 (2008: GBP191,000).
17. CALLED UP SHARE CAPITAL
2009 2008 2009 2008
No.'000 No.'000 GBP'000 GBP'000
Authorised:
Ordinary shares of 0.01p each 1,543,873 1,543,873 154 154
Deferred shares of 0.09p each 1.543,873 1,543,873 1,390 1,390
Deferred shares of 4.9p each 48,084 48,084 2,356 2,356
------ ------ ------ ------
3,900 3,900
----- -----
Allotted, called up and fully paid:
Ordinary shares of 0.01p each 653,084 653,084 65 65
Deferred shares of 0.09p each 653,084 653,084 588 588
Deferred shares of 4.9p each 48,084 48,084 2,346 2,346
------ ------ ------ ------
2,999 2,999
----- -----
In October 2008, each of the issued and unissued ordinary share capital of 0.1p
has been subdivided into one ordinary share of 0.01p and one deferred share of
0.09p each.
On the 26 June 2009, the company issued 255,000,000 ordinary share to raise a
total of GBP76,500.
On the 8 July 09, the company issued 50,000,000 new ordinary shares in respect
of the 28 April 2012 convertible loan notes.
On the same date, the company issued 10,000,000 new ordinary shares in respect
of the 16 February 2012 convertible loan notes.
On the 27 July 09, the company issued 40,000,000 new ordinary shares in respect
of the 28th April 2012 convertible loan notes.
On the 17 August 2009, the company issued 140,000,000 new ordinary shares in
respect of the 28th April 2012 convertible loan notes.
On the same date, the company issued 16,666,667 new ordinary shares in
settlement of an outstanding invoice of GBP5,000.
On the 28 August 2009, the company issued 100,000,000 new ordinary shares of
0.03p each to raise a total of GBP30,000 before expenses.
The deferred shares do not confer any voting rights.
18. RESERVES
GROUP Retained Share Other
earnings premium reserves Totals
GBP000 GBP000 GBP000 GBP000
At 1 April 2008 (50,848) 48,013 324 (2,511)
Loss for the year (1,078) - - (1,078)
At 31 March 2009 (51,926) 48,013 324 (3,589)
COMPANY Retained Share Other
earnings premium reserves Totals
GBP000 GBP000 GBP000 GBP000
At 1 April 2008 (50,842) 48,013 324 (2,505)
Loss for the year (1,057) - - (1,057)
At 31 March 2009 (51,899) 48,013 324 (3,562)
19. RISK AND SENSITIVITY ANALYSIS
The Group's activities expose it to a variety of financial risks: interest rate
risk, liquidity risk, capital risk and credit risk. The Group's activities also
expose it to non-financial risks: market risk. The Group's overall risk
management programme focuses on unpredictability and seeks to minimise the
potential adverse effects on the Group's financial performance. The Board, on a
regular basis, reviews key risks and, where appropriate, actions are taken to
mitigate the key risks identified.
Interest rate risk
The Group does not have formal policies on interest rate risk. However, the
Group's exposure in this area (as at the balance sheet date) was minimal.
Liquidity risk
The Group prepares periodic working capital forecasts for the foreseeable
future, allowing an assessment of the cash requirements of the company, to
manage liquidity risk. The directors have considered the risk posed by
liquidity and are satisfied that there is sufficient growth and equity in the
company.
Capital risk
The Group's objectives when managing capital are to safeguard the ability to
continue as a going concern in order to provide returns for shareholders and
benefits to other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
Market risk
The market may not grow as rapidly as anticipated. The Group may lose customers
to its competitors. The Group's major competitors may have significantly
greater financial resources than those available to the company. There is no
certainty that the company will be able to achieve its projected levels of
sales or profitability.
20. LOSS FOR THE PARENT COMPANY
As permitted by section 235 of the Companies Act 1985, the income statements of
the parent company is not presented as part of the financial statements.
2009 2008
GBP000 GBP000
Loss for the year 1,057 46
----- -----
21. CONTINGENT LIABILITIES AND GUARANTEES
The Company has guaranteed a non-cancellable operating lease in respect of its
subsidiary at the annual rate of GBP45,840, which runs out between 2 and 5 years
of the year end date.
The Company had a charge, which was created on the 11 June 2008 and registered
on the 17 June 2008 in respect of a rent deposit deed of GBP13,465.50.
22. CAPITAL COMMITMENTS
There was no capital expenditure contracted for at each of the balance sheet
dates but not yet incurred.
During the year, the company paid rent of GBP20,830 (2008: GBP14,913) and
commissions of GBPnil (2008: GBP39,500) to Mr Joe Case, a director of the company.
At the end of the year, the company owed GBP4,940 (2008: GBPnil) to Mr Joe Chase
GBP23,000 (2008: GBP63,000) of the convertible loan notes were due to Mr Joe Chase.
100,000 (2008: 65,000) of the convertible loan notes were due to Mr Leo
Knifton, a director of the company.
24. ULTIMATE CONTROLLING PARTY
PNC Telecom Plc is listed on the AIM. At the date of the Annual report in the
directors' opinion there is no controlling party.
ENDS
7
11
The notes form part of these financial statements
13
14
32
END
Pnc Telecom (see LSE:TRIC) (LSE:PTC)
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