RNS Number:6584F
Shieldtech PLC
15 October 2007
For Immediate Release 15 October 2007
Shieldtech plc (the "Company" or the "Group")
Preliminary results for the 16 months ended 30 June 2007
Shieldtech plc, a specialist provider of products and services to the Homeland
Security market, is pleased to announce its preliminary results for the 16
months ended 30 June 2007 following its admission to AIM in July 2007.
KEY POINTS
Recent history - July 2007
* Base Group Plc changed its name to Shieldtech plc
* Raised #10m through a placing with institutional and other investors
* Acquired Shieldtech Limited and its subsidiary Aegis Engineering ("the
Aegis group") for a consideration of up to #19.5m
* Shares commenced trading on AIM on 16 July 2007
Business strategy and market dynamics
* Expand the Group's operations through acquisitions of businesses focussed
on Homeland Security based products and services
* Fast organic growth of those businesses
* UK legislation driving market growth
* UK operators setting international standards
Results for the period ended 30 June 2007
* Shieldtech plc (Base Group Plc, prior to the acquisition of the Aegis
group) - loss before tax: 2007 : #104,000 for 16 months (2006 : #61,000 loss for
12 months)
* Aegis group (prior to its acquisition by Shieldtech plc) - operating
profit for 12 months: 2007: #1.79m (2006: #1.48m)
Tim Wightman, Chairman, commented:
"Trading conditions remain favourable and opportunities are increasing in all
key areas of business activity. The Board believes that the Homeland Security
market presents an exciting opportunity for Shieldtech and its investors."
For more information please contact:
Shieldtech plc Tel: +44 (0) 1925 840048
Tony O'Neill, Chief Executive Officer
Robert Denton, Group Finance Director
Seymour Pierce Tel: +44 (0) 20 7107 8000
Nicola Marrin
Buchanan Communications Tel: +44 (0) 20 7466 5000
Tim Anderson / Isabel Podda / Ben Romney
CHAIRMAN'S STATEMENT
This is my first Chairman's statement since the new Group's admission to AIM in
July 2007 following the acquisition by Base Group Plc, a cash shell, of
Shieldtech Limited and its subsidiary Aegis Engineering ("the Aegis group"), a
leading designer, manufacturer and distributor of body armour systems and
following the successful placing raising #10 million gross. This transaction has
formed a strong foundation from which we intend to build the Group in line with
our stated strategy to become a leading player in the Homeland Security products
and services market, growing the Group organically and through acquisition.
I would like to take this opportunity to welcome all shareholders to the new
Company and to thank them for their support. I would also like to thank the
executive team, the Board and all staff for their hard work in completing this
initial but important stage of our development.
Strategy
The Directors' objective is to develop the Group into a leading supplier of
products and services addressing the Homeland Security market place. In
particular, we believe that there are strong opportunities globally to provide
high quality products to protect emergency services and military personnel from
the threats associated with terrorism, gun and knife crime and armed conflicts.
Similarly, we have identified opportunities to provide leading-edge
technology-based detection products. It is the Board's intention to build
through acquisition a group of companies which will supply these markets
globally taking advantage of common routes to market and other synergies.
Aegis group business
The Aegis group was our first acquisition and as such is currently our core
business. It is well positioned within the growing UK police constabulary, MOD
and export markets with a strong track record in winning major tenders. As well
as providing many openings to develop the Group in related areas, the Aegis
group has considerable organic growth opportunities within its own markets in
the UK and internationally, in part arising from the new standards issued in
June 2007 by the technical authority for the UK market, the Home Office
Scientific Development Branch (HOSDB).
Financial results
The Group as it now stands did not trade in the year under review and the
results reported reflect only those of Base Group Plc as a cash shell. The
audited consolidated income statement of Base Group Plc on page 6 shows a loss
before tax of #104,000 for the 16 months ended 30 June 2007 compared with a loss
of #61,000 in the 12 months ended 28 February 2006. The Aegis group was acquired
on 13 July 2007 and accordingly is not included in these results.
In the year ended 30 June 2007 the Aegis group saw its turnover increase by 26%
to #11.5 million (2006: #9.1 million) and operating profit by 21% to #1.79
million (2006: #1.48 million).
Board
We believe we have created a strong team both in terms of experience and
ambition to deliver against this strategy and maximise the opportunities which
exist for the Group within this growing market place.
On 16 July 2007 we were pleased to announce the appointment of Robert Denton as
Group Finance Director joining Tony O'Neill, Chief Executive Officer, and Glenn
Hopkinson, Chief Operating Officer, as executive directors. The non-executive
director team comprises myself as Chairman and Adrian Bradshaw and Sir Keith
Povey as fellow directors.
Outlook
Trading is in line with the Board's expectations following the introduction of
the new HOSDB standards. Trading conditions remain favourable and opportunities
are increasing in all key areas of business activity. The Board believes that
the Homeland Security market presents an exciting opportunity for Shieldtech and
its investors.
Tim Wightman
Chairman
Annual General Meeting ("AGM")
The AGM will be held on 19 November 2007 at 10.00 at the office of Seymour
Pierce, 20 Old Bailey, London EC4M 7EN.
Chief Executive's Review
On 16 July 2007, Shieldtech plc was admitted to AIM following a highly
successful placing of shares with institutional and other investors. The
business is focused on the rapidly expanding opportunities arising from
detection and protection under the umbrella of Homeland Security. This market is
driven by the twin threats from terrorism and gun and knife crime in the UK and
internationally.
Legislative changes arising from the Civil Contingencies Act 2004 have also
significantly expanded the market. The Act replaced two pieces of legislation:
on Civil Defence, which dictated how public bodies should prepare for potential
attacks by foreign powers, and the Emergency Powers legislation, which granted
extra powers to the UK government in the event that services, deemed essential
in the 1920s, were threatened. Neither had been updated for many years and they
were not able to cope with modern domestic threats.
Following the fuel protests and mass flooding of 2000 and the outbreak of foot
and mouth disease in 2001, the then Deputy Prime Minister, John Prescott,
announced a formal review into emergency planning arrangements. The review
included a public consultation exercise, which generally supported the
Government's conclusion that existing legislation was no longer adequate. The
2004 Act guides the creation of local resilience forums to consider such matters
within existing police force boundaries and places a legal obligation upon
emergency services and local authorities (defined as "Category 1 responders") to
assess the risk of, plan and train for various types of emergency.
Acquisition
Our first acquisition, the Aegis group on 13 July 2007, has the potential to
become a world-class supplier of body armour systems, provides a solid platform
for future development and fully supports the growth strategy of the Group.
The Aegis group serves a UK market which is adapting to a new standard for
ballistic, stab and knife protection. This standard has arisen from a review of
threat levels to police forces and interpretation of those by the Home Office
Scientific Development Branch (HOSDB) which is responsible for technical
standards. The new standard was introduced in June 2007 and I am pleased to
report that Aegis has already secured several approvals under this new standard.
With the new standard imminent many police forces delayed their purchase of body
armour systems in 2007 and we therefore expect to see an increase in demand for
replacement product more suited to the revised threat levels. Of particular note
is that the new standard, which now requires the commitment of suppliers to
provide whole life monitoring, is likely to lead to further consolidation in the
market place with smaller suppliers finding the costs of meeting the new
requirement disproportionate to their financial return.
Despite the delays in customers placing orders, in the year ended 30 June 2007
the Aegis group saw its turnover increase by 26% to #11.5 million (2006: #9.1
million) and operating profit by 21% to #1.79 million (2006: #1.48 million).
We are advanced in creating a market facing organisation which is focused on its
key customers: police constabularies, military forces, other public agencies and
business corporations exposed to risk from assault or attack. We are making
investments in production techniques, both to enhance product performance and to
improve cost productivity, and in our people so that intelligent, supportive
relationships can be developed with customers during the life of current
contracts and beyond.
There exists within the business strong evidence of a passion for the sector,
towards customer care and in the development, and embracing, of new technology,
all of which will be nurtured and further encouraged. Discussions are underway
to develop strong links with appropriate research facilities to improve on
current solutions, production and treatment processes and critically to keep the
organisation at the forefront of market and technical development.
Strategy
Our market, Homeland Security, and in particular the areas of protection and
detection are very topical at this time. Growth is driven by the increasing risk
of terrorism, gun and knife crime. This is a global dilemma where the UK is
leading the response and setting the standards which are being followed
internationally. The credibility of our products in foreign markets and in
particular their recognition in the Middle East is leading to further growth in
export enquiries.
Our strategy is to build beneficial long term relationships with police,
military and high risk customers, working with them to pre-empt risk and to
develop solutions to minimise their exposure to future risk. This will be
achieved through the development of our people, teamwork and investment in
relationships that are focused on the improvement of products.
Acquisitions will be highly complementary, offering important benefits arising
from shared knowledge, the development of skills, marketing and management
expertise which will maximise future sales and manufacturing productivity.
Summary
The acquisition of the Aegis group has established a solid platform for the
Group to build growth based on the clear strategy for the development of the
business.
We are confident about future prospects and are targeting turnover growth,
earnings enhancement and cash generation.
Anthony O'Neill
Chief Executive Officer
CONSOLIDATED INCOME STATEMENT (Audited)
For the sixteen months ended 30 June 2007
16 months Year
ended ended
30 June 28 February
2007 2006
Notes #'000 #'000
Continuing activities
Revenue - -
Cost of sales - -
GROSS profit - -
Administrative expenses (105) (62)
operating loss (105) (62)
Finance income 1 1
LOSS BEFORE INCOME TAXATION 3 (104) (61)
Income tax expense 6 - -
LOSS FOR THE PERIOD (104) (61)
Loss per share attributable to the equity
holders of the Company during the period
Basic and diluted 8 (0.20)p (0.12)p
STATEMENT OF CHANGES IN MEMBERS' EQUITY (Audited)
For the sixteen months ended 30 June 2007
CONSOLIDATED Ordinary
Share Share Retained Total
Capital Premium Earnings Equity
#'000 #'000 #'000 #'000
Balance at 28 8,498 3,011 (11,496) 13
February 2005
Total recognised
income/(loss)
- loss for the year - - (61) (61)
Balance at 28 8,498 3,011 (11,557) (48)
February 2006
Total recognised
income/(loss)
- loss for the period - - (104) (104)
Balance at 30 June 8,498 3,011 (11,661) (152)
2007
COMPANY Ordinary
Share Share Retained Total
Capital Premium Earnings Equity
#'000 #'000 #'000 #'000
Balance at 28 8,498 3,011 (11,598) (89)
February 2005
Total recognised
income/(loss)
- loss for the year - - (61) (61)
Balance at 28 8,498 3,011 (11,659) (150)
February 2006
Total recognised
income/(loss)
- loss for the period - - (104) (104)
Balance at 30 June 8,498 3,011 (11,763) (254)
2007
BALANCE SHEETS (Audited)
At 30 June 2007
Group Company
30 June 28 Feb 30 June 28 Feb
2007 2006 2007 2006
Notes #'000 #'000 #'000 #'000
ASSETS
NON-CURRENT ASSETS
Goodwill 9 - - - -
Property, plant & equipment 10 - - - -
Investments 11 - - - -
- - - -
CURRENT ASSETS
Trade and other receivables 12 6 3 6 3
Cash and cash equivalents - 20 - 20
6 23 6 23
Total assets 6 23 6 23
LIABILITIES
Financial liability- 11 - 11 -
borrowings
Trade and other payables 13 147 71 249 173
Total liabilities 158 71 260 173
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital 14 8,498 8,498 8,498 8,498
Share premium 3,011 3,011 3,011 3,011
Retained earnings (11,661) (11,557) (11,763) (11,659)
Total shareholders' equity (152) (48) (254) (150)
Total equity and liabilities 6 23 6 23
CONSOLIDATED CASH FLOW (Audited)
For the sixteen months ended 30 June 2007
16 months Year
ended ended
30 June 28 February
2007 2006
Notes #'000 #'000
Cash flows from operating activities
Cash consumed by operations 15 (32) (45)
Cash flows from investing activities
Interest received 1 1
Cash flows from financing activities
Other borrowings 11 -
Net decrease in cash and cash equivalents (20) (44)
Cash and cash equivalents at the beginning of the 20 64
period
Cash and cash equivalents at the end of the period - 20
NOTES TO THE ACCOUNTS
The preliminary results for the 16 months ended 30 June 2007 have been extracted
from the audited accounts which have not yet been delivered to the Registrar of
Companies. The financial information set out in this announcement does not
constitute statutory accounts for the period ended 30 June 2007 or 28 February
2006. The financial information for the period ended 30 June 2007 was
unqualified and did not contain a statement under section 237 of the Companies
Act 1985. The statutory accounts for the year ended 28 February 2006 have been
delivered to the Registrar of Companies, while the statutory accounts for the
period ended 30 June 2007 will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.
1. GENERAL INFORMATION
Shieldtech plc ('the Company') is the Group's ultimate parent company. It is
incorporated and domiciled in England and Wales. Shieldtech plc's shares are
listed on AIM.
The consolidated financial statements of Shieldtech plc are presented in Pounds
Sterling (#), which is also the functional currency of the parent. The principal
activities of the Company and its subsidiaries are described in Note 11.
The address of its registered office and principal place of business is 5
Chesford Grange, Woolston, Warrington WA1 4SZ.
The Company changed its accounting reference date to 30 June to bring it in line
with that of the Aegis group acquired on 13 July 2007 as described in Note 16.
Accordingly the administrative expenses in the 16 months ended 30 June 2007 were
greater than the administrative expenses in the comparative period of 12 months
ended 28 February 2006.
2. PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
The consolidated and Company financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted by
the European Union. The financial statements have been prepared on a going
concern basis. The Company raised new funds on 13 July 2007 as described in Note
16.
The financial statements have been prepared under the historical cost
convention. The measurement bases and principal accounting policies of the Group
are set out below.
The policies have changed from the previous year when the financial statements
were prepared under applicable United Kingdom Generally Accepted Accounting
Principles (UK GAAP). The comparative information has been restated in
accordance with IFRS. The adoption of IFRS by the Group has resulted in some
reordering of the presentation of certain balances within both the income
statement and balance sheet. However there has been no impact on previously
reported equity, liabilities or assets at 28 February 2006, or 1 March 2005 or
comparative amounts disclosed in the income statements for the year ended 28
February 2006. The date of transition to IFRS was 1 March 2005.
The Group has taken advantage of certain exemptions available under IFRS 1
First-time adoption of International Financial Reporting Standards. The
exemptions used are explained under the respective accounting policy.
The Group has elected not to apply IFRS 3 Business combinations retrospectively
to business combinations prior to 1 March 2005.
The accounting policies that have been applied in the opening balance sheet have
also been applied throughout all periods presented in these financial
statements. These accounting policies comply with each IFRS that is mandatory
for accounting periods ending on 30 June 2007.
Basis of consolidation
The Group financial statements consolidate those of the Company and all of its
subsidiary undertakings drawn up to 30 June 2007. Subsidiaries are entities over
which the Group has the power to control the financial and operating policies so
as to obtain benefits from its activities. The Group obtains and exercises
control through voting rights.
Unrealised gains on transactions between the Group and its subsidiaries are
eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Amounts reported in
the financial statements of subsidiaries have been adjusted where necessary to
ensure consistency with the accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase
method involves the recognition at fair value of all identifiable assets and
liabilities, including contingent liabilities of the subsidiary, at the
acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at their fair values, which are also used as the
bases for subsequent measurement in accordance with the Group accounting
policies. Goodwill is stated after separating out identifiable intangible
assets.
Goodwill
Goodwill representing the excess of the fair value of consideration given on
acquisition of a business over the fair values of identifiable net assets
acquired is capitalised and reviewed annually for impairment.
Property, plant and equipment
Property, plant and equipment are shown at cost or valuation less accumulated
depreciation and provision for impairment.
Depreciation
Depreciation of assets is calculated using the straight-line method to allocate
their cost over their estimated useful lives as follows:
Plant & equipment 2 to 5 years
Material residual value estimates are updated as required, but at least
annually, whether or not the asset is revalued. Gains and losses on disposal are
determined by comparing net proceeds with carrying amount.
Investments
Investments in subsidiary companies are included at cost less provision for
impairment.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax is the tax currently payable or receivable based on the taxable
profit or loss for the period. The Group's liability for current tax is
calculated using tax laws and rates that have been enacted or substantively
enacted by the balance sheet date.
Deferred taxation
Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. In addition, tax
losses available to be carried forward as well as other income tax credits to
the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax
assets are recognised to the extent that it is probable that the underlying
deductible temporary differences will be able to be offset against future
taxable income. Current and deferred tax assets and liabilities are calculated
at tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at the balance
sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that are
charged or credited directly to equity (such as the revaluation of land) in
which case the related deferred tax is also charged or credited directly to
equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits together
with other short-term highly liquid investments that are readily convertible
into known amounts of cash and which are subject to an insignificant risk of
changes in value.
Financial assets
All financial assets are recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets other than those
categorised as at fair value through profit or loss are recognised at fair value
plus transaction costs. Financial assets categorised as at fair value through
profit or loss are recognised initially at fair value with transaction costs
expensed through the income statement.
Held-to-maturity investments are non-derivative financial assets with fixed or
determinable payments and a fixed date of maturity where it is the intention of
the directors to hold them until maturity. Held-to-maturity investments are
measured subsequent to initial recognition at amortised cost using the effective
interest method. If there is objective evidence that the investment has been
impaired, the financial asset is measured at the present value of estimated cash
flows. Any changes to the carrying amount of the investment are recognised in
the income statement.
Financial assets at fair value through profit or loss include financial assets
that are either classified as held for trading or are designated by the entity
as at fair value through profit or loss upon initial recognition. Subsequent to
initial recognition, the financial assets included in this category are measured
at fair value with changes in fair value recognised in the income statement.
Financial assets originally designated as financial assets at fair value through
profit or loss may not be reclassified subsequently.
Financial assets are designated as at fair value through profit or loss where
they eliminate or significantly reduce a measurement (or recognition) mismatch.
Loans receivable are measured subsequent to initial recognition at amortised
cost using the effective interest method, less provision for impairment. Any
change in their value through impairment or reversal of impairment is recognised
in the income statement.
Provision against trade receivables is made when there is objective evidence
that the Group will not be able to collect all amounts due to it in accordance
with the original terms of those receivables. The amount of the write-down is
determined as the difference between the asset's carrying amount and the present
value of estimated future cash flows.
An assessment for impairment is undertaken on each financial asset at least at
each balance sheet date
Regular purchases and sales are accounted for on trade date. Where an entity
uses settlement date accounting for an asset that is subsequently measured at
cost or amortised cost, the asset is recognised initially at its fair value on
the trade date.
A financial asset is derecognised only where the contractual rights to the cash
flows from the asset expire or the financial asset is transferred and that
transfer qualifies for derecognition. A financial asset is transferred if the
contractual rights to receive the cash flows of the asset have been transferred
or the group retains the contractual rights to receive the cash flows of the
asset but assumes a contractual obligation to pay the cash flows to one or more
recipients. A financial asset that is transferred qualifies for derecognition if
the Group transfers substantially all the risks and rewards of ownership of the
asset, or if the Group neither retains nor transfers substantially all the risks
and rewards of ownership but does transfer control of that asset.
Financial liabilities
Financial liabilities categorised as at fair value through profit or loss are
remeasured at each reporting date at fair value, with changes in fair value
being recognised in the income statement. All other financial liabilities are
recorded at amortised cost using the effective interest method, with
interest-related charges recognised as an expense in finance cost in the income
statement. Finance charges, including premiums payable on settlement or
redemption and direct issue costs, are charged to the income statement on an
accruals basis using the effective interest method and are added to the carrying
amount of the instrument to the extent that they are not settled in the period
in which they arise.
Financial liabilities are categorised as at fair value through profit or loss
where they are classified as held-for-trading or designated as at fair value
through profit or loss on initial recognition.
A financial liability is derecognised only when the obligation is extinguished,
that is, when the obligation is discharged or cancelled or expires.
Equity
Equity comprises the following:
* "Share Capital" represents the nominal value of equity shares
* "Share Premium" represents the excess over nominal value of the fair
value of consideration received for equity shares net of expenses of the
share issue
* "Retained earnings/(losses)" represents retained profits and losses
Business combinations completed prior to date of transition to IFRS
The Group has elected not to apply IFRS 3 Business combinations retrospectively
to business combinations prior to 1 March 2005.
Accordingly the classification of the combination (acquisition, reverse
acquisition or merger) remains unchanged from that used under UK GAAP. Assets
and liabilities are recognised at date of transition if they would be recognised
under IFRS, and are measured using their UK GAAP carrying amount immediately
post-acquisition as deemed cost under IFRS, unless IFRS requires fair value
measurement. Deferred tax and minority interest are adjusted for the impact of
any consequential adjustments after taking advantage of the transitional
provisions.
3. LOSS BEFORE INCOME TAX
Loss before income tax is stated after charging:
16 months Year
ended ended
30 June 28 February
2007 2006
#'000 #'000
Auditors' - audit services 3 3
remuneration
- non audit services (taxation), 2 -
current auditors
4. STAFF NUMBERS AND COSTS
The aggregate payroll costs of employees of the Group and Company excluding
Directors were as follows:
16 months Year
ended ended 28
30 June February
2007 2006
#'000 #'000
Wages and salaries - -
Social security costs - -
- -
The average monthly number of employees of the Group and Company during the
period was as follows:
16 months Year
ended ended 28
30 June February
2007 2006
No No
Directors 3 3
5. REMUNERATION OF DIRECTORS
In addition to the employee costs shown above, the following remuneration was
paid in respect of Directors:
16 months Year
ended ended
30 June 28 February
2007 2006
#'000 #'000
Fees for services as Directors 27 22
Company contributions to personal pension schemes - -
27 22
Bradmount Investments Limited provided the services of Adrian Bradshaw and was
paid an amount of #nil during the period (year ended 28 February 2006: #2,500).
An amount of #7,500 has been accrued as at 30 June 2007 (28 February 2006:
#7,500).
Edge Venture Capital Limited provided the services of Gary Smith and was paid an
amount of #nil during the period (year ended 28 February 2006: #nil). An amount
of #27,000 has been accrued as at 30 June 2007 (28 February 2006: #nil).
FMCB Corporate Finance Limited and GMK Consulting Limited provided the services
of Gavin Kaye and were paid an amount of #7,000 during the period (year ended 28
February 2006: #2,000). An amount of #5,000 has been accrued as at 30 June 2007
(28 February 2006: #12,000).
6. INCOME TAX EXPENSE
16 months Year
ended ended
30 June 28 February
2007 2006
#'000 #'000
Current tax charge - -
Factors affecting the tax charge for the period
Loss on ordinary activities before tax (104) (61)
Multiplied by the standard
rate of corporation tax in the UK of 30% (2006: (31) (18)
30%)
Effects of:
Expenses not deductible for tax purposes - 1
Losses created in period 31 17
Total current tax charge - -
Factors that may affect current and future tax charges
No provision has been made for deferred tax on losses carried forward. These
losses will only be available for offset against relevant future taxable
profits. As the timing of these profits is not certain it has been assumed the
losses will not be recoverable in the foreseeable future.
7. DEFERRED TAX
The unprovided deferred taxation asset calculated at a rate of 30% is set out
below
16 months Year
ended ended
30 June 28 February
2007 2006
#'000 #'000
Accelerated capital allowances
Other timing differences - -
Trade losses - -
Total deferred tax charge - -
8. LOSS PER SHARE
The Company's share capital was reorganised on 12 July 2007 by consolidating
every 500 ordinary shares into 1 consolidated share and then subdividing each
consolidated share into 1 new ordinary share and 499 deferred shares. The effect
of the reorganisation was to reduce the number of ordinary shares by a factor of
500. On 13 July 2007 40,000,000 new ordinary shares were placed to raise #10
million and 10,800,000 new ordinary shares were issued as part of the
consideration to purchase a new subsidiary company as described in Note 16.
The loss per share is based on the loss of #104,000 (28 February 2006: #61,000)
and 52,499,762 (28 February 2006: 52,499,762) new ordinary shares of 1 pence
each in issue after these events.
16 months Year
ended ended
30 June 28 February
2007 2006
#'000 #'000
Loss attributable to equity holders of the Group (104) (61)
(#'000)
Weighted average number of ordinary shares in issue 52,499,762 51,499,762
Basic and diluted loss per share (pence) (0.20)p (0.12)p
9. GOODWILL
Group #'000
Cost
At 1 March 2006 2,385
Cessation of trade (2,385)
At 30 June 2007 -
Provision for impairment
At 1 March 2006 2,385
Cessation of trade (2,385)
At 30 June 2007 -
Net Book Value
At 30 June 2007 and 28 February 2006 -
Following the sale of the previous business operations on 13 November 2003 all
of the goodwill brought forward on 1 March 2006 was written off.
10. PROPERTY, PLANT AND EQUIPMENT
Group and Company
Plant and
Equipment
#'000
Cost
At 1 March 2006 5
Disposals (5)
At 30 June 2007 -
Provision for depreciation
At 1 March 2006 5
Disposals (5)
At 30 June 2007 -
Net Book Value
At 30 June 2007 and 28 February 2006 -
11. INVESTMENTS
Company
#'000
Cost
At 1 March 2006 and 30 June 2007 5,250
Provision for impairment
At 1 March 2006 and 30 June 2007 5,250
Net Book Value
At 30 June 2007 and 28 February 2006 -
Subsidiary undertakings
At 30 June 2007, the Group had interests in the following subsidiaries
incorporated in England and Wales.
Nature of Proportion of ordinary
business shares and votes held
Base Rugby Management Limited Dormant 100%
Digital Sport Group plc* Dormant 100%
Icon Management Solutions Limited* Dormant 100%
*Held directly by Shieldtech plc
12. TRADE AND OTHER RECEIVABLES
Group Company
30 June 28 Feb 30 June 28 Feb
2007 2006 2007 2006
#'000 #'000 #'000 #'000
Other receivables 6 2 6 2
Prepayments and accrued income - 1 - 1
6 3 6 3
13. TRADE AND OTHER PAYABLES
Group Company
30 June 28 Feb 30 June 28 Feb
2007 2006 2007 2006
#'000 #'000 #'000 #'000
Trade payables 111 35 111 35
Accruals 36 36 36 36
Subsidiary undertakings - - 102 102
147 71 249 173
14. SHARE CAPITAL
Group and Company
30 June 28 February
2007 2006
#'000 #'000
Authorised
1,500,000,000 (2006:1,500,000,000) ordinary shares 15,000 15,000
of 1p each
Allotted, called up and fully paid
849,881,049 (2006:849,881,049) ordinary shares of 8,498 8,498
1p each
The Company's share capital was reorganised on 12 July 2007 by consolidating
every 500 ordinary shares into 1 consolidated share and then subdividing each
consolidated share into 1 new ordinary share and 499 deferred shares.
15. CASH CONSUMED BY OPERATIONS
16 months Year
ended ended
30 June 28 February
2007 2006
#'000 #'000
Loss before income tax (104) (61)
Adjustments for:
-Other income (1) (1)
Changes in working capital
-Trade and other receivables (3) 2
-Trade and other payables 76 15
(32) (45)
16. POST BALANCE SHEET EVENTS
The following events occurred in July 2007:
The Company's share capital was reorganised on 12 July 2007 by consolidating
every 500 ordinary shares into 1 consolidated share and then subdividing each
consolidated share into 1 new ordinary share and 499 deferred shares.
The Company raised #10 million on 13 July 2007 by placing 40,000,000 new
ordinary shares with institutions and other investors at a market price of 25
pence each.
The Company acquired the entire share capital of Shieldtech Limited (now named
Aegis Engineering Holdings Limited) and its subsidiary Aegis Engineering Limited
('the Aegis group') on 13 July 2007 for an initial consideration of #8.5
million. The initial consideration was satisfied by #5.8 million in cash and
#2.7 million by the issue of 10.8 million new ordinary shares at a market price
of 25 pence each. In addition the Company repaid approximately #3 million of
bank loans and other debts due by the Aegis group.
The initial consideration is subject to adjustments, to be determined by the
profits of the Aegis group in the two years ending 30 June 2008. The maximum
aggregate consideration is #19.5 million.
Total costs relating to these events amounted to approximately #1.25 million
excluding VAT.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FFDFMESWSESS
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