RNS Number:9467Q
Prestige Publishing PLC
15 October 2003
Company Registration
No. 03242614
(England and Wales)
PRESTIGE PUBLISHING PLC
DIRECTORS' REPORT AND GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
PRESTIGE PUBLISHING PLC
COMPANY INFORMATION
--------------------------------------------------
Directors P.M. Catto
S.M. Robinson
R.Y. Lowenthal
Secretary Walgate Services Ltd
Company number 03242614
Registered office 25 North Row
London
W1K 6DJ
Auditors H W Fisher & Company
Acre House
11-15 William Road
London
NW1 3ER
Bankers Barclays Bank plc
London Corporate Banking
P.O. Box 544
54 Lombard Street
London
EC3V 9EX
Solicitors Fladgate Fielder
25 North Row
London
W1K 6DJ
Brokers Hoodless Brennan & Partners Plc
40 Marsh Wall
Docklands
London
E14 9TP
Registrars Capita IRG Plc
Balfour House
390/398 High Road
Ilford
Essex IG1 1NQ
Advisers Grant Thornton
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
PRESTIGE PUBLISHING PLC
CONTENTS
--------------------------------------------------
Page
Chairman's statement 1
Directors' report 2
Statement of directors' responsibilities 3
Auditors' report 4
Group profit and loss account 5
Balance sheets 6
Group cash flow statement 7
Notes to the group accounts 8 - 15
PRESTIGE PUBLISHING PLC
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
These accounts are for the year ended 30th November 2002.
It has been a difficult year for Prestige Publishing PLC ("Prestige" or
"the Company"). The loss before tax was #292,722.
As I have mentioned previously the aim of your Board of Directors is to
secure a future for your Company.
As a consequence, the Board has substantially reduced the Company's
overheads and effectively put the investment portfolio into hibernation in
order to minimise Prestige's expenditure. In essence, the Company is now a
shell and we have been looking for a business or individuals who could
assist us in taking Prestige forward.
In view of the above and in order to secure the Company's future, Prestige
entered into an agreement with Hanover Capital Group plc ("Hanover"),
details of which were sent to shareholders on 27 March 2003. Hanover had
indicated that, together with a group of investors, it would introduce to
the Company significant investment opportunities together with sources of
finance. Hanover paid the majority of the Prestige's creditors by the
issue of Hanover shares, but no further finance has been forthcoming,
either to settle the balance of Prestige's creditors or to provide
additional working capital.
On 25 March 2003 Ronald Lowenthal and Simon Robinson joined the Board,
following the resignation of James Piesse and James Fellowes on 29 January
2003 and 18 March 2003 respectively. Both Ronald Lowenthal and Simon
Robinson were Directors of Hanover at that time but subsequently Simon
Robinson has resigned from Hanover. I shall offer my resignation as a
director upon the satisfactory appointment of a new independent
non-executive director.
P.M. Catto
Chairman
Dated: 27 August 2003
PRESTIGE PUBLISHING PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
The directors present their report and group accounts for the year ended 30
November 2002.
Principal activities
The principal activity of the company continues to be that of an investment
holding company which provides equity capital for, and invests in, publishing
businesses.
Results and dividends
The group loss for the year after taxation amounted to #292,722.
The Chairman's review of the year appears on page 1.
Directors and their interests
The directors at 30 November 2002 and their beneficial interests in the
shares of the company were:
Ordinary shares of 1p each
30 November 1 December 2001
2002
P.M. Catto 500,000 500,000
J Fellowes 500,000 500,000
J Piesse 500,000 500,000
I. Ilsley resigned as a director of the company on 11 March 2002, J. Piesse
resigned as a director on 29 January 2003 and J. Fellowes resigned as a
director on 18 March 2003. On 25 March 2003 S.M. Robinson and R. Y. Lowenthal
were both appointed as directors of the company
London Asia Capital Plc (formerly Netvest.com Plc), a company in which P.
Catto has an interest, owns 22,566,675 Ordinary shares.
Creditor payment policy
The Company's policy for the year ended 30 November 2002 for all supplies is
to fix terms of payment when agreeing the terms of each business transaction,
to ensure the supplier is aware of those terms and to abide by the agreed
terms of payment. Trade creditors at the period end all relate to sundry
administrative overheads and disclosure of the number of days purchases
represented by period end creditors is therefore not meaningful.
Auditors
H W Fisher & Company were appointed auditors to the company and a resolution
proposing that they be reappointed will be put to the members at the next
Annual General Meeting.
On behalf of the Board
S.M. Robinson
Director
Dated: 27 August 2003
PRESTIGE PUBLISHING PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
--------------------------------------------------
Company law requires the directors to prepare accounts for each financial
year which give a true and fair view of the state of affairs of the group
and company and of the profit or loss of the group for that period.
In preparing those accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the accounts;
- prepare the accounts on the going concern basis unless it is inappropriate
to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
group and to enable them to ensure that the accounts comply with the
Companies Act 1985. They are also responsible for safeguarding the assets of
the group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
PRESTIGE PUBLISHING PLC
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS
--------------------------------------------------
We have audited the accounts of Prestige Publishing PLC for the year ended 30
November 2002 set out on pages 5 to 15. These accounts have been prepared
under the historical cost convention and the accounting policies set out on
page 8.
This report is made solely to the company's members, as a body, in accordance
with section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the company's members those matters we are required
to state to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described on page 3the company's directors are responsible for the
preparation of the accounts in accordance with applicable law and United
Kingdom Accounting Standards.
Our responsibility is to audit the accounts in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the accounts give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' Report is not consistent
with the accounts, if the company has not kept proper accounting records, if
we have not received all the information and explanations we require for our
audit, or if information specified by law regarding directors' remuneration
and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if
we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the
accounts. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the accounts, and of
whether the accounting policies are appropriate to the company's and the
group's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts 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 accounts.
Going concern
In forming our opinion we have considered the adequacy of the disclosures made
in note 1.1 to the accounts concerning the uncertainty over the company's and
group's ability to meet debts as they become due which is dependent on the
ongoing support of Hanover Capital Group Plc. In view of the significance of
this uncertainty we consider that it should be drawn to your attention, but
our opinion is not qualified in this respect.
Opinion
In our opinion the accounts give a true and fair view of the state of the
company's and the group's affairs as at 30 November 2002 and of the group's
loss for the year then ended and have been properly prepared in accordance
with the Companies Act 1985.
H W Fisher & Company
Chartered Accountants
Registered Auditor
Acre House
11-15 William Road
London
NW1 3ER
Dated: 27 August 2003
PRESTIGE PUBLISHING PLC
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
2002 2001
Notes # #
Administrative expenses (203,186) (51,675)
Operating loss 2 (203,186) (51,675)
Other income 5 14,484 4,902
Amounts written off investments 6 (103,491) (95,886)
Interest payable and similar charges 7 (529) -
Loss on ordinary activities before 8 (292,722) (142,659)
taxation
Tax on loss on ordinary activities - -
Loss on ordinary activities after (292,722) (142,659)
taxation
Accumulated loss brought forward (1,318,539) (1,175,880)
Accumulated loss carried forward (1,611,261) (1,318,539)
Basic loss per ordinary share 9 (0.214)p (0.119)p
Diluted loss per ordinary share 9 (0.206)p (0.114)p
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no recognised gains and losses other than those passing through the
profit and loss account.
PRESTIGE PUBLISHING PLC
BALANCE SHEETS
AS AT 30 NOVEMBER 2002
--------------------------------------------------
Group Company
2002 2001 2002 2001
Notes # # # #
Fixed assets
Investments 10 18,003 137,490 18,003 137,490
18,003 137,490 18,003 137,490
Current assets
Debtors 11 10,710 21,019 10,710 21,019
Cash at bank and in hand 17,703 4,129 17,703 4,129
28,413 25,148 28,413 25,148
Creditors: amounts
falling due within
one 12 (248,529) (110,360) (236,738) (98,569)
year
Net current assets (220,116) (85,212) (208,325) (73,421)
Total assets less
current liabilities (202,113) 52,278 (190,322) 64,069
Capital and reserves
Called up share 13 1,383,450 1,345,119 1,383,450 1,345,119
capital
Share premium 14 25,698 25,698 25,698 25,698
account
Profit and loss
account (1,611,261) (1,318,539) (1,599,470) (1,306,748)
Shareholders' funds
- 15 (202,113) 52,278 (190,322) 64,069
equity interests
The accounts were approved by the board on 27 August 2003
S.M. Robinson
Director
PRESTIGE PUBLISHING PLC
GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
2002 2001
Notes # #
Net cash outflow from 16 (52,137) (31,430)
operating activities
Returns on investments and servicing of finance
Interest paid (529) -
Net cash outflow from returns
on investments (529) -
and servicing of finance
Capital expenditure and financial investment
Payments to acquire (50,000) (233,376)
investments
Receipts from sales of 80,480 4,902
investments
Net cash inflow/(outflow) from
capital 30,480 (228,474)
expenditure and financial
investment
Net cash outflow before financing (22,186) (259,898)
Financing
Issue of ordinary share capital - 522,122
Cost of share issue - (261,660)
Net cash inflow from - 260,462
financing
(Decrease)/increase in cash 17 (22,186) 564
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
1 Accounting policies
1 .1 Basis of preparation
The accounts have been prepared under the historical cost convention and
on a going concern basis, the validity of which is dependent on the
support of the company's creditors. In particular, as mentioned in the
Chairman's Statement and note 21 to the accounts, this assumes the
ongoing support of Hanover Capital Group Plc, which the directors
believe will be forthcoming.
1 .2 Basis of consolidation
The consolidated profit and loss account and balance sheet include the
accounts of the company and its subsidiary undertakings made up to 30
November 2002. The results of subsidiaries sold or acquired are included
in the profit and loss account up to, or from the date control passes.
Intra-group sales and profits are eliminated fully on consolidation.
1 .3 Investments
Fixed asset investments are stated at cost less any provision for
permanent diminution in value.
1 .4 Deferred taxation
Deferred tax is provided in full on timing differences which result in
an obligation at the balance sheet date to pay more tax, or a right to
pay less tax, at a future date, at rates expected to apply when they
crystallise based on current tax rates and law. Timing differences arise
from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included
in the accounts. Deferred tax is not provided on timing differences
arising from the revaluation of fixed assets where there is no
commitment to sell the assets. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be
recovered. Deferred tax assets and liabilities are not discounted.
2 Operating loss 2002 2001
# #
Operating loss is stated after charging:
Auditors' remuneration (company #6,500; 2001: 6,500 12,350
#12,350)
3 Directors' emoluments 2002 2001
# #
Aggregate emoluments 25,364 23,976
4 Employees
Number of employees
There were no employees during the year.
Employment costs
# #
Wages and salaries 25,364 23,976
Social security costs 1,388 224
26,752 24,200
5 Other income 2002 2001
# #
Profit on disposal of investments 14,484 4,902
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
6 Amounts written off investments 2002 2001
# #
Amounts written off fixed asset investments:
- permanent diminution in value 103,491 95,886
7 Interest payable and similar charges 2002 2001
# #
Interest payable on:
Bank loans and overdrafts 529 -
8 Loss for the financial year
As permitted by section 230 of the Companies Act 1985, the holding company's
profit and loss account has not been included in these accounts. The loss for
the financial year is made up as follows:
2002 2001
# #
Holding company's loss for the financial (292,722) (142,659)
year
9 Loss per share
The calculation of the basic loss per share is based on the loss on ordinary
activities after taxation and on the weighted average number of ordinary shares
in issue during the period.
The calculation of diluted loss per share is based on the basic loss per share
adjusted to allow for the issue of shares on the assumed conversion of all
warrants.
Reconciliation of the loss and the weighted average number of shares used in the
calculations are set out below:-
Weighted Loss
average
Loss no. of shares per share
# p
Basic loss per share (292,722) 136,747,850 (0.214)
Dilutive effect of warrants - 5,327,500 -
Diluted loss per share (292,722) 142,075,350 (0.206)
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
10 Fixed asset investments
Group
Unlisted Listed & Total
investments quoted
# # #
Cost
At 1 December 2001 140,000 93,376 233,376
At 1 December 2001
Additions 50,000 - 50,000
Disposals (20,000) (61,882) (81,882)
At 30 November 2002 170,000 31,494 201,494
Provisions for diminution in value
At 1 December 2001 80,000 15,886 95,886
At 1 December 2001
On disposals - (15,886) (15,886)
Diminution in value in
year 90,000 13,491 103,491
Diminution in value in year
At 30 November 2002 170,000 13,491 183,491
Net book value
At 30 November 2002 - 18,003 18,003
At 30 November 2002
At 30 November 2001 60,000 77,490 137,490
At 30 November 2001
Market value of listed and quoted investments at 30 November 2002 is
#18,003(2001 - #168,000).
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
Company
Unlisted Listed & Shares in Total
investments quoted subsidiary
undertakings
# # # #
Cost
At 1 December
2001 140,000 93,376 750,000 983,376
Additions 50,000 - - 50,000
Disposals (20,000) (61,882) - (81,882)
At 30 November
2002 170,000 31,494 750,000 951,494
Provisions for diminution in value
At 1 December
2001 80,000 15,886 750,000 845,886
At 1 December 2001
On disposals - (15,886) - (15,886)
Diminution in
value in year 90,000 13,491 - 103,491
Diminution in value in year
At 30 November
2002 170,000 13,491 750,000 933,491
Net book value
At 30 November
2002 - 18,003 - 18,003
At 30 November 2002
At 30 November
2001 60,000 77,490 - 137,490
At 30 November 2001
Market value of listed and quoted investments at 30 November 2002 is #18,003
(2001 - #168,000).
Holdings of more than 20%
The company holds more than 20% of the share capital of the following companies:
Company Country of registration Shares held
or incorporation
Class %
Subsidiary undertakings
Prestige Directories Limited England Ordinary 100
The principal activity of these undertakings for the last relevant financial year was as
follows:
Principal activity
Prestige Directories Limited Dormant
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
11 Debtors
Group Company
2002 2001 2002 2001
# # # #
Other debtors - 14,378 - 14,378
Prepayments and accrued 10,710 6,641 10,710 6,641
income
10,710 21,019 10,710 21,019
12 Creditors : amounts falling due within one year
Group Company
2002 2001 2002 2001
# # # #
Bank overdrafts 35,760 - 35,760 -
Trade creditors 186,003 93,339 180,077 87,413
Taxes and social security 7,336 5,521 2,971 1,156
costs
Other creditors 1,500 1,500 - -
Accruals and deferred income 17,930 10,000 17,930 10,000
248,529 110,360 236,738 98,569
At 30 November 2002 the company had a committed bank overdraft facility of
#35,000 repayable on demand and secured by means of a personal guarantee by
a third party. After the year end this facility was withdrawn.
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
13 Share capital 2002 2001
# #
Authorised
1,500,000,000 Ordinary shares of 1p each 15,000,000 15,000,000
Allotted, called up and fully paid
138,344,975 (2001: 134,511,875) Ordinary 1,383,450 1,345,119
Shares of 1p each
The following issues of shares took place during the year:
Number of Allotment
shares price
At 1st December 2001 134,511,875
2nd May 2002 3,833,100 1p
At 30th November 2002 138,344,975
On 2 May 2002 Prestige Publishing plc issued 3,833,100 Ordinary Shares of 1p
each at par in full and final settlement of amounts owed to trade creditors
totalling #38,331.
The holders of 5,327,500 Ordinary Shares of 1p each issued by the company on
28th November 2001 were also issued Warrants entitling the Warrant holder to
subscribe, in respect of each Warrant, for one Ordinary 1p share at a
subscription price of 5p per Ordinary Share at any time up to 30th November
2004.
There were no options to acquire the Company's shares in existence during the
year.
14 Statement of movements on reserves
Share premium
account
#
Balance at 1 December 2001 and at 30 November 2002 25,698
15 Reconciliation of movements in 2002 2001
shareholders' funds
Group # #
Loss for the financial year (292,722) (142,659)
New share capital subscribed 38,331 260,462
Net (depletion in)/addition to (254,391) 117,803
shareholders' funds
Opening shareholders' funds 52,278 (65,525)
Closing shareholders' funds (202,113) 52,278
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
16 Net cash outflow from operating activities 2002 2001
# #
Reconciliation to operating loss:
Operating loss (203,186) (51,675)
Decrease/(increase) in debtors 10,309 (16,019)
Increase in creditors 140,740 36,264
(52,137) (31,430)
17 Reconciliation of net cash flow to movement in net 2002 2001
debt
# #
(Decrease)/increase in cash (22,186) 564
Net debt at 1 December 2001 4,129 3,565
Net debt at 30 November 2002 (18,057) 4,129
18 Analysis of net debt
At 1 December Cash flow At 30 November
2001 2002
# # #
Cash at bank and in hand 4,129 13,574 17,703
Bank overdrafts - (35,760) (35,760)
4,129 (22,186) (18,057)
19 Transactions with directors
During the year the company made payments of #2,625 (2001: #5,000) to Vigan
Securities S.A., a company in which I. Ilsley, a former director, is a director
and shareholder. These fees were for services provided during the year. There is
#1,575 (2001: #nil) outstanding at the year-end.
Included in trade creditors at the year end is #3,427 (2001: #nil) and #71
(2001: #nil) due to P. Catto, a director of the company, and J. Fellowes, a
former director of the company, respectively for unpaid fees.
Included within year-end accruals is #5,589 (2001: #nil) and #4,667 (2001: #nil)
due to J. Fellowes and J. Piesse respectively for unpaid salaries.
During the year Prestige Publishing Plc bought for #50,000, 233 shares in
Blackbook Publishing Limited, a company of which J Piesse is a director. This
investment was written down to nil during the year as the company went into
liquidation.
PRESTIGE PUBLISHING PLC
NOTES TO THE GROUP ACCOUNTS
FOR THE YEAR ENDED 30 NOVEMBER 2002
--------------------------------------------------
20 Financial instruments
The company's financial instruments comprise cash at bank and various
items such as trade debtors and creditors that arise directly from
its operations. The main purpose of these instruments is to raise
finance for operations. The company has not entered into derivatives
transactions and does not trade in financial instruments as a matter
of policy. The main future risks arising from the company's financial
instruments are interest rate risk and liquidity risk. There is no
currency risk as the company trades in Sterling.
Operations to date have been financed through the placing of shares
and it is Board policy to keep borrowings to a minimum. The company
has no long-term borrowings. Short-term flexibility is achieved by
overdraft facilities.
The company has taken advantage of the exemption in FRS 13 in respect
of short-term debtors and creditors.
Interest rate risk profile of financial assets and financial
liabilities
The only financial assets (other than short-term debtors) are cash at
bank held at variable interest rates. Amounts held in sterling at 30
November 2002 were #17,703 (2001: #4,129).
Financial liabilities, excluding non-debt current liabilities
During the year to 30 November 2002 the company incurred minimal
interest charges and the only borrowings at that date was the bank
overdraft. The directors are of the opinion that further disclosures
regarding the interest rate profile under FRS 13 would not be
meaningful.
There is no material difference between the book and fair value of
financial assets and liabilities.
21 Post Balance Sheet Events
Company
On 27 March 2003 Hanover Capital Group Plc acquired #222,448 of the
company's trade creditors. These creditors have agreed to accept
ordinary shares in Hanover Capital Group Plc in full and final
settlement of their debts. It is proposed that the company will
settle the debt now owed to Hanover Capital Group Plc of #222,448 by
the issue of 2,780,599 Ordinary Shares of 1p each in Prestige
Publishing Plc. Hanover will not call for the settlement of this debt
until such a time as the company completes an investment in the
mining sector. Peter Catto, a director of Prestige Publishing Plc,
will receive an introduction fee with respect to this transaction of
#50,000 of which #25,000 is payable in cash and the remainder settled
through the issue of 250,000 Ordinary Shares in the company, payable
on completion of the aforementioned investment.
On 24 April 2003 the following ordinary resolutions were passed:
That 99 out of every 100 issued Ordinary Shares of 1p each, held by
individual shareholders be converted into one Deferred Share of 99p
with the following rights:
The holders of Deferred Shares are not entitled to receive notice of
or attend general meetings;
The holders of Deferred Shares are not entitled to receive any
dividend payments from the profits of the company which it may
distribute and declare.
The Deferred Shares confer a right to repayment to their holders of
the amounts paid up or credited as paid up on them on a winding up or
return of capital or otherwise in proportion to the number of such
shares held after paying to the holders of the Ordinary Shares
#10,000 in respect of each such share. The Deferred Shares also
confer a right to participate in any surplus assets of the company in
proportion to the number of such shares held after payment to the
holders of Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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