29th Nov 2007 16:45
RAM Investment Group PLC29 November 2007 FOR IMMEDIATE RELEASE 29 November 2007 RAM INVESTMENT GROUP PLC REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2007 CHAIRMAN'S STATEMENT Results The results for the 12 months to 31 May 2007 for RAM Investment Group PLC('RAM') show a loss on ordinary activities before taxation of £276,427 (2006 -loss of £426,702), comprising the administrative operating costs of the group of£144,474 (2006 - £246,530) and an exceptional write off of £108,466 being theamount owed to RAM Investment Group plc by its wholly owned subsidiary RAM MediaLimited which is now in Administration as detailed below. As at 31 May 2007 RAMhad net assets of £34,642 (2006 - net liabilities of £209,967). RAM Media Limited Federation Internationale des Associations de Footballeurs Professionnels("FIFPro") On 7 February 2006 RAM Media Limited signed an agreement with the GreekGovernment to hold the FIFPro event in Athens in November 2006. The GreekGovernment were contractually bound to pay €4m to RAM Media as a hosting fee. Unfortunately on 2 November 2006 it was announced that the event in Athens wouldno longer be taking place. Subsequently RAM Media filed a claim against theGreek Ministry of Culture on 20 December 2006. The contract between the twoparties is governed by English law and is in the exclusive jurisdiction of theEnglish Courts. On 8 February 2007 the Ministry of Culture filed a defence andcounterclaim. On 4 May 2007 Malcolm Cohen and Antony David Nygate (both of BDO Stoy HaywardLLP, 8 Baker Street, London W1U 3LL) were appointed Joint Administrators of RAMMedia Limited. Whilst the litigation against the Greek Ministry of Culture is ongoing, placingRAM Media Limited into Administration has protected it from creditors relatingto the cancelled FIFPro Awards Event and enabled it to focus completely onwinning the litigation. Although RAM Media remains wholly owned by RAM Investment Group plc it is nowcontrolled by its Administrators. The case against the Greek Ministry of Culture is still being pursued andSolicitors and Counsel willing to act on a Conditional Fee Agreement have beenengaged, with the support of After The Event (ATE) insurance. A trial has beenscheduled to start on 3 June 2008 with a time estimate of 10 days and theDirectors consider that there is a good prospect of success together withrecovering a substantial amount in damages. The Directors believe that in view of the fact that Ram Media Limited is inadministration, it is inappropriate to include the results of Ram Media Limitedwithin the consolidated accounts of the Ram Investment Group Plc after the dateof appointment of the Administrators. Furthermore, it is prudent at the time ofpreparing these financial statements to write off the balance owed by RAM Mediato RAM Investment Group and the Group's auditors concur with this approach.Therefore the sum of £108,466 owing to RAM Investment Group plc from RAM MediaLimited has been written off in RAM Investment Group Plc's accounts. The lossesof £700,360 incurred by Ram Media Limited in the period to the appointment ofthe Administrators on 4th May 2007 have been included in the Consolidatedresults of the Group. The deemed disposal has been treated as an exceptionalitem and credited to the profit and loss account. Parallel Media Group plc ('PMG') PMG owns long term commercial rights to stage professional golf championships inthe Far East and other territories, including the prestigious UBS sponsored HongKong Open. PMG is listed on the Alternative Investment Market (EPIC code: PAA). On 9 August 2005 RAM invested £375,000 in PMG in the form of a convertible loan.This loan was fully converted into 33,199,558 PMG shares on 3 October 2006. Atthe quoted bid price of 0.75p at close of business on 16 November 2007 the valueof these shares was £248,997. Future Prospects RAM Investment Group Plc is currently considering a variety of investmentopportunities and announcements will follow in due course. Edward Adams Chairman RAM INVESTMENT GROUP PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 2007 2007 2007 2007 2006 Notes £ £ £ £ Continuing Discontinued Total operations operationsTurnover 2 - 806,261 806,261 100,000 Cost of sales - (1,509,829) (1,509,829) (268,957) ------------ ------------ ------------ ------------Gross loss - (703,568) (703,568) (168,957) ------------ ------------ ------------ ------------Administrativeexpenses (144,474) - (144,474) (246,530)ExceptionalitemsProfit ondeemeddisposal ofinvestment inRam MediaLimited 7 - 700,360 700,360 -Write off ofRAM MediaLimited debtto Group 10 (108,466) - (108,466) - ------------ ------------ ------------ ------------ (252,940) 700,360 447,420 (246,530) ------------ ------------ ------------ ------------Loss onordinaryactivitiesbeforeinterest (252,940) (3,208) (256,148) (415,487) Other interestreceivable andsimilar income 5 7,188 3,208 10,396 2,504Interestpayable andsimilarcharges 6 (30,675) - (30,675) (13,719) ------------ ------------ ------------ ------------Loss onordinaryactivitiesbeforetaxation (276,427) - (276,427) (426,702) ------------ ------------Tax on loss onordinaryactivities 8 - - ------------ ------------Retained lossfor the year 16 (276,427) (426,702) ========= =========Loss per share Basic anddiluted lossper share 20 (4.9)p (7.5)p The accompanying notes are an integral part of this Consolidated Profit and LossAccount There are no recognised gains and losses other than those passing through theprofit and loss account. BALANCE SHEETS AS AT 31 MAY 2007 Group Company 2007 2006 2007 2006 £ £ £ £Fixed assetsOfficeequipment 9 2,440 3,600 2,440 3,600Investments 10 375,000 375,000 375,177 375,177 ------------ ------------ ------------ ------------ 377,440 378,600 377,617 378,777 CurrentassetsDebtors 11 35,494 2,846 35,468 453,494Cash at bankin hand 134,060 12,660 134,060 12,660 ------------ ------------ ------------ ------------ 169,554 15,506 169,528 466,154 Creditors:amountsfalling duewithin oneyear 12 (512,352) (604,073) (622,833) (644,192) ------------ ------------ ------------ ------------ Net currentliabilities (342,798) (588,567) (453,305) (178,038) ------------ ------------ ------------ ------------ Net assets /(Netliabilities) 34,642 (209,967) (75,688) 200,739 ========= ========= ========= ======== Capital andreservesCalled upshare capital 14 10,040,226 10,040,226 10,040,226 10,040,226Share premiumaccount 16 11,372,145 11,372,145 11,372,145 11,372,145Profit andloss account 16 (21,377,754) (21,622,363) (21,488,059) (21,211,632) ------------ ------------ ------------ ------------ Equityshareholders'funds 15 34,617 (209,992) (75,688) 200,739Minorityinterest -equity 17 25 25 - - ------------ ------------ ------------ ------------Equityshareholders'funds 34,642 (209,967) (75,688) 200,739 ========= ========= ========= ======== The financial statements were approved by the Board on 23 November 2007. B E Adams Director The accompanying notes are an integral part of this Consolidated Balance Sheet. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2007 2007 2006 £ £ £ £Net cash inflow/(outflow) from operating 122,781 (260,838)activities (Note 1) Returns oninvestments andservicing offinanceInterest 7,188 2,504receivedInterest paid (1,488) (1,488) ------------ ------------Net cash inflowfor returns on 5,700 1,016investmentsand servicing offinance TaxationUK corporation - -tax paid ------------ ------------ - - ------------ ------------ Net cash inflow/ 128,481 (259,822)(outflow) beforefinancing InvestingactivitiesPurchase of - (4,760)office equipmentInvestment in - (375,000)Parallel MediaGroup plc ------------ ------------ - (379,760) FinancingIssue of - -ordinary sharecapitalOther new short - 375,000term loansRepayment of (7,081) (7,082)other short termloans ------------ ------------Net cash inflow/ (7,081) 367,918(outflow) fromfinancing ------------ ------------(Decrease)/ 121,400 (271,664)increase in cashin the year ====== ====== NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2007 1. Reconciliation of operating profit/(loss) to net cash outflow from operating activities 2007 2006 £ £ Operating profit/(loss) (256,148) (415,489)Adjustment for Administration of RAMMedia Limited 524,244 -Depreciation of tangible assets 1,160 1,160(Increase)/decrease in debtors (32,648) 276,772Increase/(decrease) in creditors withinone year (113,827) (123,281) ------------ ------------Net cash inflow/(outflow) from operatingactivities 122,781 (260,838) ======= ======= 2. Analysis of net (debt) / funds 1 June 2006 Cash flow Other non-cash 31 May 2007 changes £ £ £ £Net cash:Cash at bankand in hand 12,660 121,400 - 134,060 ------------ ------------ ------------ ------------Debt:Debtsfallingdue within (405,914) (22,106) - (428,020)oneyear ------------ ------------ ------------ ------------Netfunds/(debt) (393,254) 99,294 - (293,960) ======== ======== ======== ======= 3. Reconciliation of net cash flow to movement in net (debt)/funds 2007 2006 £ £ Increase/(decrease) in cash in the year 121,400 (271,664)Cash (inflow)/outflow from(increase)/decrease in debt (22,106) (380,149) ------------ ------------Movement in net (debt)/funds in the year 99,294 (651,813)Opening net funds/(debt) (393,254) 258,559 ------------ ------------Closing net (debt)/funds (293,960) (393,254) ======= ======= NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2007 1.1 The following is an extract from the Report of the Independent Auditors: "Emphasis of matter - Going Concern In forming our opinion, which is not qualified, we have considered the adequacyof the disclosure made in the directors' report concerning the Group's abilityto continue as a going concern. The Group incurred a net loss of £276,427 duringthe year ended 31 May 2007 and it does not have substantial assets. We haveconsidered the Group's cashflow projections for the next 12 months. In ouropinion, there is material uncertainty as to the adequacy of the Group'sfinancial resources which cast doubt on the Group's ability to continue as agoing concern. The financial statements do not include the adjustments thatwould result if the Group was unable to continue as a going concern." 1.2 The Report and Accounts have been posted to shareholders and are availableon the Company website: www.raminvestmentgroup.co.uk. 1.3 The figures shown for the year ended 31 May 2007 are audited but do notconstitute statutory financial statements within the meaning of the CompaniesAct 1985. The financial statements for the year ended 31 May 2006 have beenreported on by the Company's auditors and delivered to the Registrar ofCompanies. 2. Turnover and segmental analysis 2007 2006Class of business £ £Rights licence fee 806,261 100,000 ====== =======Geographical areas:Europe 806,261 100,000 ====== ======= 3. Analysis of operations 2007 2006 Continuing Discontinued Total Continuing Discontinued Total £ £ £ £ £ £Turnover - 806,261 806,261 - 100,000 100,000 ====== ======= ======= ====== ======= ======Cost of sales - (1,509,829) (1,509,829) 5,000 (273,957) (268,957) ====== ======= ======= ====== ======= =======Net operatingexpensesProfit ondeemeddisposal ofinvestment - 700,360 700,360 - - -Administrationexpenses (144,474) - (144,474) (181,614) (64,916) (246,530)Write off RamMedia debt toGroup (108,466) - (108,466) - - - ------------ ------------ ------------ ------------ ------------ ------------ (252,940) 700,360 447,420 (181,614) (64,916) (246,530) ====== ======= ======= ====== ======= =======Operating loss (252,940) (3,208) (256,148) (176,614) (238,873) (415,487) ====== ======= ======= ====== ======= ======= 4. Operating loss 2007 2006 £ £Operating loss is stated after charging:Depreciation of tangible assets 1,160 1,160Auditors' remuneration 13,000 10,000Remuneration of auditors for non-audit work - - ======= ====== 5. Interest receivable 2007 2006 £ £ Bank interest 10,396 2,504 ======= ====== 6. Interest payable 2007 2006 £ £ On bank loans and overdrafts 1,488 1,488On convertible loan stock 29,187 12,231 ------------ ------------ 30,675 13,719 ======= ====== 7. Investment income 2007 2006 £ £ Profit on deemed disposal of Ram Media Limited 700,360 - ======= ====== The losses of £700,360 incurred by Ram Media Limited in the period to theappointment of the Administrators on 4th May 2007 have been included in theConsolidated results of the Group. The deemed disposal has been treated as anexceptional item and credited to the profit and loss account. 8. Taxation 2007 2006 £ £Domestic current year taxU.K. corporation tax - - ------------ ------------Current tax charge - - ======= ======Factors affecting the tax charge for the yearLoss on ordinary activities before taxation (276,427) (426,702) ======= ====== Loss on ordinary activities before taxationmultiplied by standard rate ofUK Corporation tax of 0% (2006: 0%) - - ------------ ------------ Effects of:Non deductible expenses - 1,633Depreciation add back 1,160 1,160Capital allowances (714) (1,904)Inter company balance write-off (108,466) (276,678)Other tax adjustments 108,020 275,789 ------------ ------------ - - ------------ ------------ Current tax charge - - ======= ====== 9. Tangible fixed assets Group CompanyOffice equipment £ £CostAt 1 June 2006 and 31 May 2007 4,760 4,760 ------------ ------------DepreciationAt 1 June 2006 1,160 1,160Charge for year 1,160 1,160 ------------ ------------At 31 May 2007 2,320 2,320 ------------ ------------Net book valueAt 31 May 2007 2,440 2,440 ======= ======At 31 May 2006 3,600 3,600 ======= ====== 10. Fixed asset investments Group ListedCost £At 1 June 2006and 31 May2007 375,000 ===== Company Listed Shares in Total Group undertakingsCost £At 1 June 2006and 31 May2007 375,000 177 375,177 ====== The listed investment above is a 8.9% interest in the issued ordinary share capital of Parallel MediaGroup Plc. The market value of these shares was £580,992 based on the quoted mid price of 1.75p atclose of business on 31 May 2007. On 16 November 2007, the market value of these shares was £248,997. The Company holds more than 20 percent of the ordinary share capital of the following companies: Company Country of incorporation Percentage shareholding Principal activity of ordinary sharesFullworkLimited UK 100% Property and Investment companyDivedomeLimited UK 100% Property and Leisure companyRAM MediaLimited UK 100% Media rights exploitationRamTelevision UK 100% DormantLimited**EuropeanGolfResorts UK 75% Property & LeisureLimited Development Fullwork Limited, Divedome Limited and European Golf Resorts Limited did not trade during the year.Fullwork Limited was dissolved on 30 October 2007.** Held by subsidiary undertaking. Excluded Subsidiary Ram Media Limited On 4 May 2007 Malcolm Cohen and Antony David Nygate (both of BDO Stoy HaywardLLP, 8 Baker Street, London W1U 3LL) were appointed Joint Administrators of RAMMedia Limited. Although RAM Media Limited remains wholly owned by RAM InvestmentGroup plc it is now controlled by its Administrators and has therefore beenexcluded from consolidation as at the accounting year end. The Group has written off £108,466 due from Ram Media Limited. 11. Debtors Group Company 2007 2006 2007 2006 £ £ £ £ Other debtors 35,494 2,846 35,468 2,821Amounts owedby groupundertakings - - - 450,673 ------------ ------------ ------------ ------------ 35,494 2,846 35,468 453,494 ======= ====== ======= ====== 12. Creditors: amounts falling due within one year Group Company 2007 2006 2007 2006 £ £ £ £Trade creditors 54,867 72,076 54,867 61,863Amounts owedtosubsidiaries - - 110,481 110,481Accruals 13,000 112,000 13,000 52,000Other creditors 28,067 32,766 28,067 32,617Convertibleloan stock 416,418 387,231 416,418 387,231 ------------ ------------ ------------ ------------ 512,352 604,073 622,833 644,192 ======= ====== ======= ====== On 8 August 2005 Nicholas Lebetkin, Laurence Selman and Edward Adams, theDirectors of RAM made a loan to RAM of £375,000 in the form of a convertibleunsecured loan stock instrument. On 31 December 2006 Nicholas Lebetkin, LaurenceSelman and Allied Trust Co Limited (a company controlled by Edward Adams)extended the loan available to RAM until 31 December 2007. Accrued interest onthis loan is £41,418. The outstanding loan carries interest at the rate of 1.75per cent per annum above the base rate of Barclays Bank Plc. The convertible loan stock is secured by a floating charge over the current andfuture assets of the company. 13. Financial instruments The Group's policy on financial instruments is detailed in the Directors'Report. Short-term debtors and creditors have been excluded from all of the followingdisclosures. Interest rate profile The interest rate profile of the Group's liabilities, which are all denominatedin sterling and due in less than one year, was as follows: Weighted average interest rate 2007 2006 £ £Loan stock 7.8% 375,000 375,000Maturity of financial liabilitiesThe maturity profile of the Group's financial liabilities, other than short termtrade creditors and accruals, at 31 May 2007 is: Loan stock Group Company 2007 2006 2007 2006 £ £ £ £Within one year, or on demand 416,418 387,231 416,418 387,231 ======= ====== ======= ====== 14. Share capital 2007 2006 £ £Authorised8,372,750 Ordinary Shares of 1p each 83,727 83,727112,275,000 Deferred Shares of 9.99p each 11,216,273 11,216,273 -------------- -------------- 11,300,000 11,300,000 ======== ========Allotted, called up and fully paid5,677,900 Ordinary Shares of 1p each 56,779 56,77999,934,398 Deferred Shares of 9.99p each 9,983,447 9,983,447 -------------- -------------- 10,040,226 10,040,226 ======== ======== The Deferred Shares have rights which provide holders with negligible value andholders have no right to receive notice of or to attend or vote at any generalmeeting of the Company. The Deferred Shares have not been admitted to trading onAIM. The Directors are generally and unconditionally authorised for the purposes ofSection 80 of the Companies Act 1985 to allot relevant securities up to anaggregate nominal value of £66,948 such authority expiring on 8 June 2008,unless revoked or renewed before that date. The Directors are also empowered,pursuant to Section 95 of the Companies Act 1985 to allot equity securities(within the meaning of Section 94 (2) of the Companies Act 1985) for cash as ifSection 89 (1) of the Companies Act did not apply to such allotment for thepurposes of equity securities up to an aggregate nominal amount of £66,948 suchauthority expiring on 8 June 2008, unless revoked or renewed before that date. 15. Reconciliation of movements in shareholders' funds Group Company 2007 2006 2007 2006 £ £ £ £Loss for thefinancial year (276,427) (426,702) (276,427) (468,233)Proceeds from issue of shares - - - - -------------- -------------- -------------- --------------Net decreaseinshareholders'funds (276,427) (426,702) (276,427) (468,233)Openingshareholders'funds (209,992) 216,710 200,739 668,972Ram MediaLimited profitand lossreservebroughtforwardexcluded fromconsolidation 521,036 - - - -------------- -------------- -------------- --------------Closingshareholders'funds 34,617 (209,992) (75,688) 200,739 ======= ====== ======= ====== 16. Reserves Group Share premium account Profit and loss account Total £ £ £Balance at 1June 2006 11,372,145 (21,622,363) (10,250,218)Ram MediaLimitedprofit andlossreserve - 521,036 521,036broughtforwardexcludedfromconsolidationRetained lossfor - (276,427) (276,427)the year --------------- --------------- ---------------Balance at 31May 2007 11,372,145 (21,377,754) (10,005,609) ========= ========= ========= Company Share premium account Profit and loss account Total £ £ £Balance at 1June 2006 11,372,145 (21,211,632) (9,839,487)Retained lossfor - (276,427) (276,427)the year --------------- --------------- ---------------Balance at 31May 2007 11,372,145 (21,488,059) (10,115,914) ========= ========= ========= 17. Minority interests 2007 £At 1 June 2006 25Changes during the year - =====At 31 May 2007 25 ===== 18. Directors' emoluments The Directors were paid £0 (2006 - £0) in emoluments in the year. The number of directors for whom retirement benefits are accruing under definedbenefit schemes amounted to 0 (2006 - 0). 19. Employees Number of employees There were no employees during the year. Employment costs There were no wages and salaries paid during the year. 20. Loss per share Loss per Ordinary Share is calculated by dividing the loss attributable toshareholders by the weighted average number of shares in issue during the year. 2007 2006 £ £ Loss attributable to shareholders (276,427) (426,702) Weighted average number of shares 5,677,900 5,677,900 Loss per Ordinary Share - basic and diluted (4.9)p (7.5)p Diluted loss per share is calculated on the same basis as basic loss per sharebecause the effect of the potential ordinary shares (convertible loans) reducesthe net loss per share and is therefore anti-dilutive. 21. Related party transactions During the year RAM Investment Group plc paid £16,854 (2006 - £9,442) for sharedoffice rental and facilities to Towntalk Limited, a company in which N SLebetkin and L Selman are Directors and shareholders. Included within OtherCreditors are amounts owed to Towntalk Limited of £11,794 (2006 - £9,412) and LSelman of £4,671 (2006 - £4,671). 22. Control The Company is controlled by B E Adams, N S Lebetkin and L Selman, who togethercontrol at least 70 per cent of the voting rights of the issued share capital ofthe Company. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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