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Audited results for year ended 31 December 2013

10th Jun 2014 07:00

RNS Number : 2078J
Minds + Machines Group Limited
10 June 2014
 



For immediate release

10 June 2014

 

Minds + Machines Group Limited

("MMX", the "Company" or "Group")

 

Audited results for year ended 31 December 2013

 

The Directors of Minds + Machines Group Limited (AIM: MMX) are pleased to announce the Group's audited results for the year ended 31 December 2013 ("the Period").

 

Period highlights

 

Financial:

· operating profit of £776,000 for year ended 31 December 2013 (2012: £3.07 million loss);

· profit after tax for year ended 31 December 2013, £729,000 (2012: £3.06 million loss); and

· cash reserves increased to £9.1 million at year end (31.12.2012: £2.4 million).

 

Operational:

· business transitioned from an investment company to a fully operating company covering all facets of the domain name business: registry, registry service provider and registrar operations;

· registry service operations expanded in Dublin and London; and

· registrar operations launched in November 2013.

 

Post period highlights

· cash reserves increased to £21.7 million as at 30 April 2014 following equity raise in January 2014;

· Company re-named and readmitted to AIM as Minds + Machines Group Limited on 21 March 2014;

· .london successfully launched on 29 April 2014;

· 7 other new domains in which the Group has an interest successfully soft-launched on the Internet;

· further 22 uncontested domain applications - 17 of which the Company either wholly or majority owns - now going through the final pre-launch phases; and

· Company looking to resolve a further 43 contested new domain applications in which it has an interest through private auctions.

 

Executive Chairman, Fred Krueger, commented:

"We believe that we are at the start of a very significant new trend in the entire Internet, where small businesses and individuals will over time dramatically increase the amount of names they use online, and do so with far greater ease. The very first results from the new TLD programme are in, and on that basis are highly encouraging. We believe that our cash resources are more than sufficient to get us to profitability and take advantage of these tremendous opportunities. This is though only the beginning and the Board is excited about the prospects for the Group."

 

The information in this announcement is extracted from the audited accounts which are available at http://investors.mindsandmachines.com/investors/

 

Further Information:

 

Minds + Machines Group Limited

North America

Antony Van Couvering Tel: +1 310 452 1491

 

Beaumont Cornish Limited (Nomad) Tel: +44 (0)20 7628 3396

Roland Cornish / Michael Cornish

 

N+1 Singer (Broker)

Shaun Dobson / Ben Wright Tel: +44 (0)20 7496 3000

 

gth media relations

Toby Hall / Suzanne Johnson Walsh Tel: +44(0)20 7822 7493/92

 

For further information, please go to www.mindsandmachines.com/investors

 

About Minds + Machines Group Limited

Minds + Machines Group Limited is a publicly traded operating company listed on the AIM market of the London Stock Exchange focused on the new generic top-level domain ('New gTLD') space. Top-level domains, such as .com and .net, are regulated by ICANN. ICANN is currently expanding the number of new generic top-level domains from the current 23 to over 1000 through its 'New gTLD program'. The Group is one of the leading applicants for, and owner and/or operator of, New gTLDs under this programme.

 

About Minds + Machines' Registry and Registrar operations

Minds + Machines' registry operations are delivered by its wholly owned registry services providers: Minds + Machines Limited (Ireland), which works internationally with commercial organisations, cities, not-for-profits and entrepreneurs to operate New gTLDs; and Minds and Machines Limited (UK), which partners with the official promotional organization for London, London & Partners, to operate the .london New gTLD. In addition, the Group wholly owns Minds + Machines Registrar Limited (Ireland) and Minds and Machines Registrar UK Limited, each an ICANN accredited registrar. Further information on Minds + Machines' registry and registrar operations can be found at www.mm-registry.com and www.mindsandmachines.com, respectively.

 

Executives Statements

 

CHAIRMAN'S STATEMENT

Our company was set up, from the start, as a pure play on the new top-level domain space. Our vision was, and remains, that new top-level domains will replace .com and country code domains as the mainstream solution for naming things on the Internet.

From the beginning, we decided that we would build our entire technology independently, without requiring - or paying for - a third party platform, which means we can both own and operate our domains. We developed, built and deployed our own registry service platform in Dublin. This has been a deliberate capital investment, but one that is now paying off. It also enabled us to secure the rights to 5 key geographic top-level domains, including .London, which shows significant early promise. Over the last 9 months, we have also significantly invested in our own registrar and affiliate programme, which means we can capture additional revenue through the sales of domain addresses within our domains as well as through the ownership and operation of those domains. We believe that this will be an advantage for us in exploiting vertical markets such as .horse or .wedding.

As we expected, private auctions have become the key method of settling contention between applications and we have benefited from this development, as it has enabled our cash to work on a leveraged basis: the domains we have lost in private auction (for example .property and .website) have helped finance new TLDs we have acquired such as .wedding and .garden. We now have an uncontested TLD portfolio of the highest possible quality, and while not the largest, I believe that the grade of our domains is truly first-rate. We look forward to continuing to add to our portfolio through the private auction process.

And so now, five years on from our first investment in this space, the vision is starting to become a reality. The very first results from the new TLD programme are in, and they are encouraging. While brands have still not yet engaged with the programme, end users have, and the numbers prove it. Still, this is very, very early and it will take a significant amount of time before the average golf store registers its name as .golf, as opposed to .com, or .co.uk. But we are convinced it will happen.

The next twelve months should be extremely interesting for us as we believe we are at the start of a very significant new trend in the entire Internet, where small businesses and individuals dramatically increase the amount of names they use online, and do so with far greater ease. Minds + Machines wants to be the first and last stop for these users to get online.

We believe that our cash resources are more than sufficient to get us to profitability and take advantage of these tremendous opportunities. As they say in American Baseball, this is the beginning of the first innings. It's going to a very exciting game. To that end, I am also delighted to have welcomed both Keith Teare and Elliott Noss onto the Board, both of whom have brought significant operational perspectives to the Board. Again, we would like to thank those directors who retired in the year for their input in the early stage development of the Group.

 

Fred Krueger

Executive Chairman

9 June 2014

 

CHIEF EXECUTIVE OFFICER'S BUSINESS REVIEW

I am delighted to report that the twelve months ended 31 December 2013 was one of significant development and progress for the Group as we transitioned from an investment company to a fully operating business - a process that completed with the re-naming and readmission of the Group on AIM post year-end on 21 March 2014.

During the year under review our registry service operations were expanded in Dublin, where we have a team of 16 people, and our London office launched where we now have a team of 4.

In Germany our majority-owned businesses, Bayern Connect GmbH and Minds + Machines GmbH, have continued to work closely with the governments of the Free State of Bavaria and North Rhine Westphalia, respectively, to prepare for the launches of .bayern and .nrw, both launching later this year. There are now 2 people located in Munich.

In November 2013, we were also delighted to launch our registrar operations, which enabled us as an ICANN-accredited registrar to be part of the distribution network of registrars able to sell domain addresses to the public. The Minds + Machines registrar is a powerful tool for capturing additional revenue from our portfolio of top-level domains, as well as from those of others, and we soon plan to offer additional goods and services with each domain, further increasing our revenue potential.

With regards to our portfolio, we have successfully used the private auction process to grow selectively the number of uncontested applications we own, while monetising those which we feel our competitors have over-valued.

As of May 28 2014, we have 8 generic Top Level Domains (gTLDs) in which we have an interest already live on the Internet: .cooking, .country, .fishing, .horse, .kiwi, .rodeo, .vodka, and most notably .london which launched to significant media and public interest on 29 April 2014.

We have a further 22 uncontested applications - of which 17 are wholly or majority owned by the Company - that continue to go through the delegation and pre-launch processes broadly in sequence to their original Priority Draw Number.

In addition, we have a further 35 wholly-owned contested applications - as well 8 partner/client applications - that we will be looking to resolve through the ongoing private auction rounds.

As our CFO Michael Salazar will expand upon, we have also worked hard to husband our financial resources during the period under review while at the same time expanding our business. As at 31 December 2013 our cash reserves stood at £9 million, and now stand at over £21.7 million following the £21 million placing announced on 31 January 2014. In addition, we continue to keep in place a funding facility for up to US$15 million (approximately £9.4 million) to compete in a specific domain string private auction.

As a result of the above, we believe the Company is exceptionally well placed to now develop into a highly cash generative business over the coming 12 - 24 months.

 

Antony Van Couvering

Chief Executive Officer

9 June 2014

 

CHIEF FINANCIAL OFFICER'S FINANCIAL REVIEW

First and foremost we are pleased to report an operating profit of £776,000 in 2013 (2012: 3.07 million operating loss). Profit was primarily a result from participating three private auctions, which resulted in gross revenue of £4.12 million and an increase in intangible assets in 2013 of £1.3 million. Profit after tax for the period under review was £729,000, a significant improvement over the preceding year where the loss was £3.06 million.

Reflecting the transition to an operating business, administrative expenses, including marketing, increased to £2.9 million in 2013 (2012: £2.6 million) as a result of undertaking a new line of business, registrar services, and preparation for the rollout of the 8 new gTLDs as highlighted above. General administrative expenses, excluding marketing, are expected to increase slightly while marketing expenses will increase significantly in 2014. Marketing expenses through the first quarter of 2014 amounted to £252k.

Cash reserves increased to £9.1 million in 2013 from £2.4 million in 2012. Net cash outflow from operating activities amounted to £2.4 million (2012: £12.8 million). The change in cash reserves and cash fluctuations throughout the year primarily relates to private auction participation and an equity raise (£6.7 million) in June 2013. In 2014 our cash reserves have increased to £21.7 million as at 30 April 2014 as a result of a subsequent equity raise of £19.6 million (net of expenses) in January 2014 and private auction transactions.

As we begin generating revenues from our first live gTLDs in which the Group has an interest, we anticipate revenues from ongoing operations - as opposed to those derived from one-off private auctions and the equivalent - to move the Group into a cash neutral position during the latter part of 2014. We further expect revenues to continue growing in 2015 as a result of the ongoing launch programme of our gTLD portfolio. In conclusion, the Company's progress in 2013 has placed the Group in a financial highly secure position.

 

Michael Salazar

Chief Financial Officer

9 June 2014

 

Group Statement of Comprehensive Income

for the year ended 31 December2013

Notes

Year Ended31 December 2013£ 000's

Period Ended31 December 2012£ 000's

Revenue

2

36

420

Amortisation & depreciation (charge) / credit

11, 13

(20)

198

Administrative expenses

(2,877)

(2,633)

Foreign exchange gain / (loss)

213

(328)

Impairment of available for sale investments

16

-

(253)

Impairment of goodwill

11

-

(57)

Profit on gTLD auctions

17

4,120

-

Loss on withdrawal of gTLD applications

17

(253)

-

Share options expensed

22

(443)

(414)

Group operating profit / (loss)

3

776

(3,067)

Finance revenue

6

12

6

Finance costs

7

(15)

-

Share of results of joint venture

15

(44)

1

Profit / (loss) before taxation

729

(3,060)

Income tax expense

8

-

(1)

Retained profit / (loss) for the period

729

(3,061)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Currency translation differences

(764)

(25)

Other comprehensive income for the period net of taxation

(764)

(25)

Total comprehensive income for the period

(35)

(3,086)

Retained loss for the period attributable to:

Equity holders of the parent

798

(3,021)

Non-controlling interests

(69)

(40)

729

(3,061)

Total comprehensive income for the period attributable to:

Equity holders of the parent

35

(3,046)

Non-controlling interests

(70)

(40)

(35)

(3,086)

Earnings / (loss) per share (pence)

Basic

10

0.14

(0.66)

Diluted

10

0.13

(0.66)

 

All operations are considered to be continuing

 

The notes form an integral part of these financial statements.

 

Company Statement of Comprehensive Income

for the year ended 31 December2013

 

Notes

Year Ended31 December 2013£ 000's

Period Ended31 December 2012£ 000's

Revenue

-

3

Administrative expenses

(510)

(1,057)

Foreign exchange gain / (loss)

73

(365)

Impairment of available for sale investments

16

-

(253)

Profit on gTLD auctions

17

4,120

-

Loss on withdrawal of gTLD applications

17

(253)

-

Share options expensed

22

(443)

(414)

Operating profit / (loss)

3

2,987

(2,086)

Finance revenue

6

12

6

Gain on sale of interest in subsidiaries

-

(9)

Impairment of amounts receivable from

subsidiaries

18

-

(1,472)

Impairment of investment in subsidiaries

14

-

(116)

Profit / (loss) before taxation

2,999

(3,677)

Income tax expense

8

-

(5)

Retained profit / (loss) for the period

2,999

(3,682)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Currency translation differences

(919)

(3)

Other comprehensive income for the period net taxation

(919)

(3)

Total comprehensive income for the period

2,080

(3,685)

All operations are considered to be continuing

 

The notes form an integral part of these financial statements.

 

Group Statement of Financial Position

as at 31 December 2013

Note

31 December 2013£ 000's

31 December 2012£ 000's

ASSETS

Non-current assets

Goodwill

11

1,820

1,820

Intangible assets

12

1,562

114

Tangible assets

13

507

34

Interest in joint ventures

15

514

433

Available for sale investments

16

-

-

Other long term assets

17

8,756

10,375

Total non-current assets

13,158

12,776

Current assets

Trade and other receivables

18

2,504

2,320

Cash and cash equivalents

9,082

2,418

Total current assets

11,586

4,738

TOTAL ASSETS

24,744

17,514

LIABILITIES

Current liabilities

Trade and other payables

19

(418)

(279)

Obligations under finance lease

20

(200)

-

Total current liabilities

(618)

(279)

Non-current liabilities

Obligations under finance lease

20

(151)

-

Total non-current liabilities

(151)

-

TOTAL LIABILITIES

(769)

(279)

NET ASSETS

23,976

17,235

EQUITY

Share capital

-

-

Share premium

30,983

23,311

Shares to be issued

-

1,339

Foreign exchange reserve

(692)

71

Retained earnings

(6,221)

(7,462)

24,070

17,259

Non-controlling interests

(94)

(24)

TOTAL EQUITY

23,976

17,235

 

The notes form an integral part of these financial statements.

These financial statements were approved by the Board of Directors on 9 June 2014 and signed on its behalf by:

 

Antony Van Couvering Michael Salazar

Director Director

 

Company Statement of Financial Position

as at 31 December 2013

Note

31 December 2013£ 000's

31 December 2012£ 000's

ASSETS

Non-current assets

Intangible assets

12

1,414

79

Investment in subsidiaries

14

2,166

2,194

Available for sale investments

16

-

-

Interest in joint ventures

15

556

434

Other long term assets

17

8,756

10,375

Trade and other receivables

18

-

3,003

Total non-current assets

12,892

16,085

Current assets

Trade and other receivables

18

8,661

2,086

Cash and cash equivalents

7,496

2,180

Total current assets

16,157

4,266

 

TOTAL ASSETS

29,049

20,351

LIABILITIES

Current liabilities

Trade and other payables

19

(97)

(257)

TOTAL LIABILITIES

(97)

(257)

NET ASSETS

28,950

20,094

EQUITY

Share capital

-

-

Share premium

30,983

23,311

Shares to be issued

-

1,339

Foreign exchange reserve

(872)

47

Retained earnings

(1,161)

(4,603)

TOTAL EQUITY

28,950

20,094

 

The notes form an integral part of these financial statements.

These financial statements were approved by the Board of Directors on 9 June 2014 and signed on its behalf by:

 

Antony Van Couvering Michael Salazar

Director Director

 

Group Cash Flow Statement

for the year ended 31 December 2013

Note

Year ended31 December 2013£ 000's

Period ended31 December 2012£ 000's

Cash flows from operating activities

Operating profit / (loss)

776

(3,067)

Decrease / (Increase) in trade and other receivables

including long term receivables

1,041

(10,400)

Increase in trade and other payables

139

194

Depreciation & amortisation charge / (credit)

20

(198)

Income tax expense

8

-

(1)

Profit on gTLD auctions

(4,120)

-

Loss on withdrawal of gTLD applications

253

-

Impairment loss on trade receivables

18

-

(34)

Impairment of available for sale investments

16

-

253

Impairment of goodwill

11

-

57

Share options expensed

22

443

414

Foreign exchange gain

(1,054)

(62)

Net cash flow used in operating operating activities

(2,502)

(12,776)

Cash flows from investing activities

Interest received

6

12

6

Amounts transferred to restricted cash

156

(2,169)

Payments to acquire intangible assets

12

(1,440)

(68)

Payments to acquire property, plant & equipment

13

(57)

(9)

Amounts received in gTLD auctions

4,427

-

Investment in interest in joint ventures

(136)

(434)

Receipts from disposal of interest in subsidiary

-

9

Net cash flow from / (used in) investing activities

2,962

(2,665)

Cash flows from financing activities

Repayments of obligations under finance lease

20

(99)

-

Issue of ordinary shares

21

6,697

10,952

Share issue costs

21

(365)

(161)

Net cash flow from financing activities

6,233

10,791

Net increase/(decrease) in cash and cash equivalents

6,693

(4,650)

Cash and cash equivalents at beginning of period

2,418

7,074

Exchange loss on cash and cash equivalents

(29)

(6)

Cash and cash equivalents at end of period

9,082

2,418

 

The notes form an integral part of these financial statements.

 

Company Cash Flow Statement

for the year ended 31 December 2013

Note

Year ended31 December 2013£ 000's

Period ended31 December 2012£ 000's

Cash flows from operating activities

Operating profit/(loss)

2,987

(2,086)

Increase in trade and other receivables including

long term receivables

(2,563)

(11,432)

(Decrease)/increase in trade and other payables

(159)

189

Impairment of available for sale investments

16

-

253

Profit on gTLD auctions

(4,120)

-

Loss on withdrawal of gTLD applications

253

-

Share options expensed

22

443

414

Income tax expense

8

-

(5)

Foreign exchange gain/loss

(966)

282

Impairment loss on trade receivables

-

3

Net cash flow used in operating activities

(4,125)

(12,382)

Cash flows from investing activities

Interest received

6

12

6

Amounts transferred to restricted cash

156

(2,169)

Payments to acquire intangible assets

12

(1,323)

(34)

Amounts received in gTLD auctions

4,427

-

Acquisition of investment in joint venture

(136)

(434)

Net cash flow from / (used in) investing activities

3,136

(2,631)

Acquisitions and disposals

Receipts from disposal of interest in subsidiary

-

9

Payment to acquire interest subsidiaries

14

-

(273)

Net cash flow from acquisitions and disposals

(264)

Cash flows from financing activities

Issue of ordinary shares

21

6,697

10,952

Share issue costs

21

(365)

(161)

Net cash flow from financing activities

6,332

10,791

Net increase/(decrease) in cash and cash equivalents

5,343

(4,486)

Cash and cash equivalents at beginning of period

2,180

6,672

Exchange loss on cash and cash equivalents

(27)

(6)

Cash and cash equivalents at end of period

7,496

2,180

 

 

The notes form an integral part of these financial statements.

 

Group Statement of Changes in Equity

for the year ended 31 December 2013

 

Calledup sharecapital

Sharepremiumreserve

Sharesto beissued

Foreigncurrencytranslationreserve

Retainedearnings

 

Total

Non-controlinterest

RestatedTotalequity

Group

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at1 November 2011

-

12,520

1,339

96

(4,839)

9,116

-

9,116

Loss for the period

-

-

-

-

(3,021)

(3,021)

(40)

(3,061)

Currency translation differences

-

-

-

(25)

-

(25)

-

(25)

Total comprehensive income

-

-

-

(25)

(3,021)

(3,046)

(40)

(3,086)

Share capital issued

-

9,044

-

-

-

9,044

-

9,044

Share options & warrants exercised

-

1,908

-

-

-

1,908

-

1,908

Cost of share issue

-

(161)

-

-

-

(161)

-

(161)

Share based payments

-

-

-

-

414

414

-

414

Non-controlling interest arising on business combination

-

-

-

-

(16)

(16)

16

-

As at 31 December 2012

-

23,311

1,339

71

(7,462)

17,259

(24)

17,235

Profit for the year

-

-

-

-

798

798

(69)

729

Currency translation differences

-

-

-

(763)

-

(763)

(1)

(764)

Total comprehensive income

-

-

-

(763)

798

35

(70)

(35)

Shares to be issued

-

1,339

(1,339)

-

-

-

-

-

Share capital issued

-

6,623

-

-

-

6,623

-

6,623

Share options & warrants exercised

-

75

-

-

-

75

-

75

Cost of share issue

-

(365)

-

-

-

(365)

-

(365)

Share based payments

-

-

-

-

443

443

-

443

As at 31 December 2013

-

30,983

-

(692)

(6,221)

24,070

(94)

23,976

 

The notes form an integral part of these financial statements.

 

Company Statement of Changes in Equity

for the year ended 31 December 2013

Calledup sharecapital

Sharepremiumreserve

Sharesto beissued

Foreigncurrencytranslationreserve

Retainedearnings

Total

Company

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at1 November 2011

-

12,520

1,339

50

(1,335)

12,574

Loss for the period

-

-

-

-

(3,682)

(3,682)

Currency translation differences

-

-

-

(3)

-

(3)

Total comprehensive income

-

-

-

(3)

(3,382)

(3,385)

Share capital issued

-

9,044

-

-

-

9,044

Share options & warrants exercised

-

1,908

-

-

-

1,908

Cost of share issue

-

(161)

-

-

-

(161)

Share based payments

-

-

-

-

414

414

As at 31 December 2012

-

23,311

1,339

47

(4,603)

20,094

Profit for the year

-

-

-

-

2,999

2,999

Currency translation differences

-

-

-

(919)

-

(919)

Total comprehensive income

-

-

-

(919)

2,999

2,080

Shares to be issued

-

1,339

(1,339)

-

-

-

Share capital issued

-

6,623

-

-

-

6,623

Share options & warrants exercised

-

75

-

-

-

75

Cost of share issue

-

(365)

-

-

-

(365)

Share based payments

-

-

-

-

443

443

As at 31 December 2013

-

30,983

-

(872)

(1,161)

28,950

 

The notes form an integral part of these financial statements.

 

Notes to Financial Statements

for theyear ended 31 December 2013

 

1 Summary of Significant Accounting Policies

 

(a) General information

 

Minds + Machines Group Limited is a company is registered in the British Virgin Islands under the BVI Business Companies Act 2004 with registered number 1412814. The Company's ordinary shares are traded on the AIM market operated by the London Stock Exchange. The nature of the group's operations and its principal activities are set out in note 2 and in the Strategic Report - please refer to the full set of the Report & Accounts on the Company's website.

 

These financial statements are presented in pounds sterling because that is the currency of the economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 1k.

 

(b) Statement of compliance with IFRS

 

The Group's and Company's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

Adoption of new and revised standards

 

In the current year, the following new and revised Standards and Interpretations have been adopted.

 

Amendments to IFRS 7 disclosures

The Group as applied the amendments to IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities. As the Group does not have any offsetting arrangements in place, the application of the amendments has had no impact on the disclosures or on the amounts recognised in the consolidated financial statements

New and revised Standards on consolidation, joint arrangements, associates and disclosure

In May 2011, a package of five standards on consolidation, joint arrangements, associates and disclosures was issued comprising IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interest in Other Entities, IAS 27 (as revised in 2011) Separate Financial Statements and IAS 28 (As revised in 2011) Investments in Associates and Joint Ventures. Subsequent to the issue of these standards, amendments to IFRS 10, IFRS 11 and IFRS 12 were issued to clarify certain transitional guidance on the first-time application of the standards.

 

In the current year, the Group has applied for the first time IFRS 10, IFRS 11, IFRS 12 and IAS 28 (as revised in 2011) together with the amendments to IFRS 10, IFRS 11 and IFRS 12 regarding the transitional guidance. IAS 27 (as revised in 2011) has also been applied and it deals only with separate financial statements.

 

The impact of the application of these standards is set out below.

IFRS 10

IFRS 10 Consolidated Financial Statements replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements and Special Purpose Entities. IFRS 10 changes the definition of control. The change in the definition of control has not results in any change relating to the treatment of subsidiaries and joint ventures. The application of IFRS 10 has therefore had no impact on the consolidated financial statements.

IFRS 11

IFRS 11 Joint Arrangements outlines the accounting by entities that jointly control an arrangement by determining the type of joint arrangement in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in accordance with that type of joint arrangement. All joint arrangements that the Company is involved in have been assessed as Joint Ventures and continue to be accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. The application of IFRS 11 has therefore had no impact on the consolidated financial statements.

IFRS 12

IFRS 12 Disclosure of Interest in Other Entities is a new disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The application of IFRS 12 has only resulted in presentational changes.

IFRS 13

IFRS 13 Fair Value Measurement has been applied to the Group for the first time in the current year. IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The requirements of IFRS 13 apply to both financial instruments and non-financial instruments, except of share based payment transactions that are within the scope of IFRS 2 Share-based Payments and leases that are within the scope of IAS 17 Leases.

 

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current conditions. Fair value under IFTS 14 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. IFRS 13 also includes extensive disclosure requirements.

 

IFRS 13 requires prospective application from 1 January 2013. In addition, specific transitional provisions were given to entities such that they need not apply the disclosure requirements set out in the Standard in comparative information provided for periods before the initial application of the standard. In accordance with these transitional provisions, the Group has not made any new disclosures required by IFRS 2013 for the comparative period. Other than additional disclosures, the application of IFRS 13 has not had any material impact on the amounts recognised in the consolidated financial statements.

Amendments to IAS 1 Presentation of Financial Statements (as part of the Annual improvements to IFRSs 2009-2011 Cycle issued in May 2012)

The Annual Improvements to IFRSs 2009-2011 have made a number of amendments to IFRSs. The amendments that are relevant to the Group are the amendments to IAS 1 regarding when a statement of financial position as at the beginning of the preceding period (third statement of financial position) and the related notes are required to be presented. The amendments specify that a third statement of financial position is required when a) an entity applies an accounting policy retrospectively, or makes a retrospective restatement or reclassification of items in its financial statements, and b) the retrospective application, restatement or reclassification has a material effect on the information in the third statement of financial position. The amendments specify that related notes are not required to accompany the third statement of financial position.

 

In the current year there have been no instances that have required a statement of financial position to be presented as at 1 November 2011.

 

There have been no material changes to the accounting policies as a result of adopting the above standards.

 

Future changes in accounting policies

 

At the date of authorization of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

 

IFRS 9

Financial Instruments (no effective date)

IFRS 10 and 12 and

IAS 27 (amendments)

 

Investment Entities (effective for period beginning 1 January 2014)

IFRS 14

Regulatory Deferral Accounts (effective for period beginning 1 January 2016)

IFRS 15

Revenue from Contracts with Customers (effective for period beginning 1 January 2017)

IAS 36 (amendments)

Recoverable Amount Disclosed for Non-Financial Assets (effective for period beginning 1 January 2014)

IAS 39 (amendments)

Novation of Derivatives and Continuation of Hedge Accounting (effective for period beginning 1 January 2017)

IFRIC Interpretation 21

Levies (effective for period beginning 1 January 2014)

 

The directors do not expect that the adoption of the Standards and Interpretations listed above will have a material impact on the financial statements of the Group in future periods, except as that IFRS 9 will impact both the measurement and disclosure in of Financial Instruments.

 

Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards unit a detailed review has been completed

 

(c) Basis of accounting

 

The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments that are measured at re-valued amounts or fair value at the end of each reporting period, as explained in the accounting policies.

 

 (d) Basis of consolidation

 

The consolidated financial information incorporates the results of the Company and entities controlled by the Company (its subsidiaries) (the "Group") made up to 31 December each year. Control is achieved when the Company:

 

- has the power over the investee;

- is exposed or has rights, to variable return from its involvement with the investee; and

- has the ability to use its power to affect its returns.

 

The company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company losses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the date the Company gains control until the date when the Company ceases to control the subsidiary.

 

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group's accounting policies.

 

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transitions between the members of the Group are eliminated on consolidation.

 

Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amounts by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributable to the owners of the Company.

 

When a Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between the aggregate of the fair value of the consideration received and the fair value of any retained interest and the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified / permitted by applicable IFRS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the costs on initial recognition of an investment in an associate or jointly controlled entity.

 

 (e) Going concern

 

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. Further detail is contained in the Strategic Report.

 

(f) Business combinations

 

Acquisition of subsidiaries and business are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquire. Acquisition-related costs are recognised in profit or loss as incurred.

 

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

 

- deferred tax assets of liabilities and assets or liabilities related to employee benefits arrangement are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; and

- assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

 

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquire, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceed the sum of the consideration transferred, the amount of any non-controlling interests in the acquire and the fair value of the acquirer's previously held interest in the acquire (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

 

When the consideration transferred by the Group in a business combination includes assets or liability resulting form a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospective, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

 

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as at asset or liability is re-measured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

 

When a business combination is achieved in stages, the Group's previously held interests in the acquired entity is re-measured to its acquisition date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

 

(g) Joint Ventures

 

The group has interests in joint ventures, which are jointly controlled entities, whereby the ventures have a contractual arrangement that establishes joint control over the economic activities of the entity. The agreement requires unanimous agreement for financial and operating decisions among ventures.

 

The group's interests in jointly controlled entities are accounted for by using the equity method. Under the equity method, the investment in the joint venture is carried in the statement of financial position at cost plus post acquisition changes in the Group's share of net assets of the joint venture. The income statement reflects the share of the results of operations of the joint venture. The financial statements of the joint venture are prepared for the same reporting period as the Group. Adjustments are made where necessary to bring the accounting policies in line with those of the Group.

 

Losses on transactions are recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. The joint venture is accounted for using the equity method until the date on which the Group ceases to have joint control over the joint venture.

 

Upon loss of joint control the Group measures and recognises its remaining investment at its fair value. Any difference between the carrying amount of the former jointly controlled entity upon loss of joint control and the fair value of the remaining investment and proceeds on disposal are recognised in profit or loss. When the remaining investment constitutes significant influence, it is accounted for as investment in an associate.

 

(h) Goodwill

 

Goodwill is initially recognised and measured as set out above.

 

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

 

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

(i) Leases (the group as a lessee)

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets of the group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

 

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss.

 

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease assets are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

 

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

 

(j) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Revenue is reduced for estimated customer rebates and other similar allowances.

 

Rendering of services (Registry service provider ("RSP") revenue and consultancy services)

 

Revenue is generated by providing RSP and consultancy services over a period of time. Fees for these services are deferred and/or accrued and recognised as performance occurs.

 

(k) Foreign Currencies

 

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pounds sterling, which is the presentation currency for the consolidated financial statements. The Company's function currency is US Dollars.

 

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rate prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.

 

Exchange differences are recognised in profit and loss in the period in which they arise.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).

 

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss.

 

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

 

(l) Intangible assets

 

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimates useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment loss.

 

(m) Derecognition of Intangible assets

 

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

 

 (n) Fixtures and equipment

Fixtures and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight line method, on the following basis.

 

- Fixtures and Equipment - over 3 to 7 years

 

(o) Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If and such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

An intangible asset which an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is being recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

(p) Critical accounting judgements and key sources of estimation uncertainty

 

In the application of the Group's accounting policies, described in this note, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumption are based on historic experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Critical judgements in applying the Group's accounting policies

 

The Group does not have any critical judgements, apart from those involving estimations (which are dealt with separately below).

 

Key sources of estimation uncertainty

 

The key assumptions concerning the future, and other key sources of estimation uncertainly at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

 

(i) Impairment of goodwill and intangible assets

 

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill and intangible assets has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Goodwill and intangible assets have not been impaired.

 

Details of goodwill and intangible assets are set out in note 11 and 12 respectively.

 

(q) Finance costs/revenue

 

Borrowing costs are recognised as an expense when incurred.

 

Finance revenue is recognised as interest accrued using the effective interest method.

 

(r) Financial instruments

 

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes party to the contractual provision of the instrument.

 

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit of loss are recognised immediately in profit or loss.

 

Financial assets

 

All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset in under a contract whose terms require delivery of the financial assets within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

 

Financial assets are classified into the following specified categories: 'available for sale' financial assets and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

 

Effective interest method

 

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimates future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premium or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

Income is recognised on an effective interest basis for debt instrument.

(I) Loans and other receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any Impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when recognition of interest would be material.

 

Loans and receivables include Cash and cash equivalents. Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

 

(II) Available for sale Investments

Available for sale investments are non-derivatives that are either designated as available or are not classified as any other category of financial assets.

 

The Group has investments in unlisted shares that are not traded in an active market but are classified as available for sale financial assets and stated at fair value. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the investment revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is reclassified to profit or loss.

 

Impairment of financial asset

 

Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

 

For unlisted equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

 

For all other financial assets objective evidence of impairment could include:

- significant financial difficultly of the issuer or counterparty; or

- default of delinquency in interest or principal payments; or

- it becoming probable that the borrower will enter bankrupt or financial re-organisation.

 

Certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in economic conditions that correlate with default on receivables.

 

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset's carrying amount an the present value of estimated future cash flows, discounted at the financial asset's original effective rate.

 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit and loss.

 

When an available for sale financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss in the period.

 

With the exception of available for sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

 

In respect of available for sale equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. In respect of available for sale debt securities, impairment losses are subsequent reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

 

De-recognition of financial assets

 

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

 

On de-recognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

 

On de-recognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognised on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative fain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair value of those parts.

 

Financial liabilities and equity

 

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

 

Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue costs.

 

Financial liabilities

 

Financial liabilities are classified as other financial liabilities.

 

(I) Other financial liabilities

 

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

 

Other financial liabilities are subsequently measured at amortised costs using the effective interest method, with interest expense recognised on a effective yield basis.

 

The effective interest method of calculating the amortised costs of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

De-recognition of financial liabilities

 

The Group de-recognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

 

(s) Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs 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 Group's liability for the current year is calculated using jurisdictional tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case it is also dealt with in equity.

 

Current and deferred tax for the year

 

Current and deferred tax are recognised in profit of loss, expect when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised on other comprehensive income or directly inequity respectively.

 

(t) Provisions

 

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimates to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

(u) Share-based payment transactions

 

Equity-settled share-based payments to employees are measured at the fair value of the equity instrument at the grant date. The fair value excludes the effect of non market-based vesting conditions. The fair value is determined by using the Black-Scholes model. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 22.

 

The fair value determined at the grant date of the equity-settled shared-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non market-based vesting conditions. The impact or the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

 

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 10).

 

(v) Investment in subsidiary undertakings

 

In the parent company financial statements, fixed asset investment in subsidiaries and joint ventures are shown at cost less provision for impairment.

 

2 Operating segments - Group

 

Information reported to the Group's management and internal reporting structure (including the Group's Chief Executive Officer) for the purpose of resources allocation and assessment of segment performance is focused on the category for each type of activity. The principal categories (and the Group's segments under IFRS 8) are:

 

- Registry ownership (segment A) - applicant of top level domain name from ICANN and wholesaler of domain names of those top level domain names

- Registry service provider (RSP) and consulting services (segment B) - back end service provider for a registry

- Registrar (segment C) - retailer of domain names

 

Segment revenues and results

 

2013

Segment A£ 000's

Segment B£ 000's

Segment C

£ 000's

Elimination£ 000's

Total£ 000's

Revenue

External sales

-

36

-

-

36

Total Revenue

-

36

-

-

36

Operating profit / (loss)

2,982

(2,164)

(3)

(39)

776

Finance revenue

12

Finance costs

(15)

Share of loss of joint venture

(44)

Profit before tax

729

Tax

-

Profit after tax

729

 

 

 

2012

Segment A£ 000's

Segment B£ 000's

Segment C

£ 000's

Elimination£ 000's

Total£ 000's

Revenue

External sales

-

420

-

-

420

Total Revenue

-

420

-

-

420

Operating loss

(2,222)

(1,360)

-

515

(3,067)

Finance revenue

6

Finance costs

-

Share of loss of joint venture

1

Loss before tax

(3,060)

Tax

(1)

Loss after tax

(3,061)

 

The accounting policies of the reportable segments are the same as the group accounting policies described in Note 1. Segment results represent results earned by each segment without allocation of centralised costs and income tax expenses. This is the measure reported to the Group's Chief Executive Officer for the purpose of resource allocation and assessment of segment performance.

 

Other segment information

Segment assets

Depreciation and amortisation

2013

2012

2013

2012

£ 000's

£ 000's

£ 000's

£ 000's

Segment A

19,759

14,689

-

-

Segment B

4,211

2,291

20

14

Segment C

260

-

-

-

Other

514

534

-

-

Total

24,744

17,514

20

14

For the purpose of monitoring segment performance and allocating resources between segments, the Group's Chief Executive Officer monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments with the exception of interest in joint ventures. Goodwill has been allocated to reportable segments as described in note 11.

No impairment losses were recognised in the current year. In 2012, a £310k impairment loss was recognised in respect of available for sale investments and goodwill and arise from Segment A.

Geographical information

 The Group's information about its segment assets (non-current assets excluding financial instruments) by geographic location are detailed below.

Non-current assets

2013

2012

£ 000's

£ 000's

British Virgin Islands

3,895

2,367

Ireland

318

-

United Kingdom

166

-

USA

23

34

Total

4,402

2,401

The Group's revenue from external customers arose from the United States. No single customer accounts for more than 10% of revenues.

3

Operating profit

2013Group

2013Company

2012Group

2012Company

Operating profit is arrived at after

£ 000's

£ 000's

£ 000's

£ 000's

charging:

Auditors' remuneration - current year auditors

Audit of these financial statements

25

25

24

24

Additional fees for the audit of the prior period financial statements

16

16

-

-

Audit of financial statements of subsidiaries

14

-

-

-

Other services

10

10

-

-

Directors' emoluments - fees and salaries

464

45

654

319

Directors' - share option expense

388

388

333

333

Share option expense (excluding directors' share option expense)

55

55

81

81

Depreciation

20

-

15

`

Operating lease rentals

24

-

-

-

Impairment loss on trade receivables

-

-

34

-

Foreign exchange gain / (loss)

213

73

(328)

(365)

 

4

Employee information - Group

2013

2012

(excluding Directors)

£ 000's

£ 000's

Staff costs comprised:

Wages and salaries

857

414

Average number of employees

Number

Number

Administration

6

8

Software development

6

-

Administration

12

8

Employee information - Company

2012

2012

(excluding Directors)

£ 000's

£ 000's

Staff costs comprised:

Wages and salaries

-

-

Average number of employees

Number

Number

Administration

-

-

 

5

Directors' emoluments

 

Group

 

Company

2013£ 000's

2012£ 000's

2013£ 000's

2012£ 000's

Directors' remuneration

464

654

45

319

 

Group

 

Company

2013

DirectorFees£ 000's

ConsultancyFees£ 000's

Total£ 000's

Directors Fees

ConsultancyFees£ 000's

Total£ 000's

Executive Directors

Frederick Krueger

112

-

112

-

-

-

Antony Van Couvering

112

-

112

-

-

-

Michael Salazar

124

-

124

-

-

-

Caspar Veltheim

71

-

71

-

-

-

Peter Dengate Thrush (*)

-

12

12

-

12

12

Non-Executive Directors

Guy Elliott

18

-

18

18

-

18

Keith Teare (#)

9

-

9

9

-

9

Michael Mendelson (#)

6

-

6

6

-

6

Elliot Noss (#)

-

-

-

-

-

-

452

12

464

33

12

45

 

 

 (*): Peter Dengate Thrush resigned as a director in 2012. Amounts paid to Peter Dengate Thrush are in relation to services provided in the 2012 financial period

(#): These Directors were not employed during the full 2013 financial period or appointed after the year-end.

No pension benefits are provided for any Director.

Details of Directors share options exercised have been disclosed in note 21 to the accounts.

Group

 

Company

2012

DirectorFees£ 000's

ConsultancyFees£ 000's

Total£ 000's

Directors Fees

ConsultancyFees£ 000's

Total£ 000's

Executive Directors

Peter Dengate Thrush

126

48

174

126

48

174

Frederick Krueger

145

-

145

-

-

-

Antony Van Couvering

145

-

145

-

-

-

Michael Salazar (#)

10

14

24

-

-

-

Caspar Veltheim

21

-

21

-

-

-

David de Jongh Weill (#)

65

-

65

65

-

65

Non-Executive Directors

Guy Elliott

40

-

40

40

-

40

Clark Landry (#)

33

-

33

33

-

33

Michael Mendelson

7

-

7

7

-

7

592

62

654

271

48

319

 

(#): These Directors were not employed during the full 2012 financial period.

No pension benefits are provided for any Director.

Details of Directors share options exercised have been disclosed in note 21 to the accounts.

 

6

Finance revenue

2013Group£ 000's

2013Company£ 000's

2012Group£ 000's

2012Company£ 000's

Bank interest

12

12

6

6

 

 

7

Finance costs

2013Group£ 000's

2013Company£ 000's

2012Group£ 000's

2012Company£ 000's

Interest on obligations under finance lease

15

-

-

-

 

8

Income tax expense - Group

2013£ 000's

2012£ 000's

Current tax

-

1

Deferred tax

-

-

-

1

The charge for the current year can be reconciled to the loss per the Group statement of comprehensive income as follows:

2013£ 000's

2012£ 000's

Profit / (loss) before tax on continuing operations

729

(3,060)

Tax at the BVI tax rate of 0%

-

-

Effect of different tax rates of subsidiaries operating in other jurisdictions

-

1

-

1

 

Income tax expense - Company

2013£ 000's

2012£ 000's

Current tax

-

5

Deferred tax

-

-

-

5

 

The charge for the current year can be reconciled to the loss per the Group statement of comprehensive income as follows:

 

2013£ 000's

2012£ 000's

Profit / (loss) before tax on continuing operations

2,999

(3,677)

Tax at the BVI tax rate of 0%

-

-

Effect of different tax rates of operations in other jurisdictions

-

5

-

5

 

U.S. Income tax was paid for one of the group companies that had a small profit in 2012.

 

TheBritish Virgin Islands under the IBC imposes no corporate taxes or capital gains. However, the Company as a group may be liable for taxes in the jurisdictions where it is operating.

 

InUSA, the Company provides for income taxes on the basis of its income for financial reporting purposes, adjusted for items that are not assessable or deductible for income tax purposes, in accordance with the regulations of the tax authorities. 

 

Nodeferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered. Tax losses carried forward which may be utilised indefinitely against future taxable profits amount to £2,087k (2012: £1,495k) in the USA, £518k (2012: £380k) in Germany, £1,023k (2012: nil) in Ireland and £190k (2012: nil) in the United Kingdom.

 

Nodeferred tax liability has been recognised as a result of the losses in the period.

 

 

9 Dividends

 

No dividends were paid or proposed by the Directors (2012 £Nil).

 

10 Earnings / (loss) per share

 

Earnings

2013£ 000's

2012£ 000's

Earnings for the purpose of basic earnings per share being net profit attributable to owners of the Company

798

(3,021)

 

 

 

Number of shares

2013million

2012million

Weighted average number of ordinary shares for the purpose of basic earnings per share

591.71

467.09

Effect of dilutive potential ordinary shares:

Share options and warrants

22.56

-

Weighted average number of ordinary shares for the purpose of diluted earnings per share

614.27

497.09

 

 

Earnings / (loss) per share

2013pence

2012pence

Basic

0.14

(0.66)

Diluted

0.13

(0.66)

 

In 2012, all potential shares were anti-dilutive as the group was in a loss making position. As a result, diluted loss per share for the period ended 31 December 2012 is disclosed at the same value as basic loss per share.

 

11 Goodwill

Cost

Group£ 000's

At 1 November 2011

1,877

Additions

-

As at 31 December 2012

1,877

At 1 January 2013

1,877

Additions

-

As at 31 December 2013

1,877

Amortisation and Impairment

At 1 November 2011

213

Impairment

(57)

Reversal of amortisation

(213)

At 31 December 2012

(57)

At 1 January 2013

(57)

Impairment

-

As at 31 December 2013

(57)

Net book value

At 31 December 2013

1,820

At 31 December 2012

1,820

 

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units that are expected to benefit from that business combination. Goodwill has been allocated to Segment A (a single 'CGU').

 

Goodwill is not amortised in ordinance with IFRS 3. Accordingly, previously charged amortisation had been reversed in 2012.

Impairment review

The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired.

At 31 December 2013, the Directors have carried out animpairment review and have concluded that no impairment is required. 

The recoverable amounts of the CGU is determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs. Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU.

The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next three years and extrapolates cash flows into perpetuity based on an estimated growth rate of 3% (2012: 3%). The rate used to discount the forecast cash flows is 9% (2012: 9%).

The impairment in 2012 of £57k was due to dissolution of a subsidiary (dotNYC LLC).

 

12 Intangible Assets

Group

generic Top Level Domains£ 000's

Software£ 000's

Other£ 000's

Total£ 000's

Cost

At 1 November 2011

-

-

45

45

Additions

-

-

69

69

Exchange differences

-

-

-

-

At 31 December 2012

-

-

114

114

At 1 January 2013

-

-

114

114

Additions

1,339

112

6

1,517

Exchange differences

(65)

(2)

(2)

(69)

At 31 December 2013

1,334

110

118

1,562

 

Company

generic Top Level Domains£ 000's

Software£ 000's

Other£ 000's

Total£ 000's

Cost

At 1 November 2011

-

-

45

45

Additions

-

-

34

34

Exchange differences

-

-

-

-

At 31 December 2012

-

-

79

79

At 1 January 2013

-

-

79

79

Additions

1,399

-

1

1,400

Exchange differences

(65)

-

(1)

(66)

At 31 December 2013

1,334

-

80

1,414

 

generic Top Level Domains

In 2012, the Group applied for new generic Top Level Domains to the Internet Corporation for Assigned Names and Numbers (ICANN), see note 17 for further details. Successful applications are transferred from other long-term assets to Intangible assets. The Group capitalises the full cost incurred to pursue the rights to operate generic Top Level Domains including amounts paid at auction to gain this right where there are more than one applicant to ICANN for the same generic Top Level Domain.

This class of intangible assets are assessed to have an indefinite life as it is deemed that the application fee and amounts paid at auction give the Group indefinite right to this generic Top Level Domain.

The Group tests intangible assets with an indefinite life (generic Top Level Domains) annually for impairment, or more frequently if there are indicators that the asset might be impaired.

At 31 December 2013, the Directors have carried out an impairment review and have concluded that no impairment is required. The recoverable amount of the individual general Top Level Domains are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to the selling process and direct costs. Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the asset.

The group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years and extrapolates cash flows into perpetuity based on an estimated growth rate of 3%. The rate used to discount the forecast cash flow is 9%.

Software and other intangible assets

Software and other intangible assets have not been amortised, as they have not currently been brought into use. Their useful lives will be determined when they are brought into use. Other intangible assets comprise of trademarks.

13

Tangible Assets

GroupFixtures & Equipment£ 000's

Cost

At 1 November 2011

47

Additions

9

Exchange differences

-

At 31 December 2012

56

At 1 January 2013

56

Additions

497

Exchange differences

(6)

At 31 December 2013

548

Depreciation and Impairment

At 1 November 2011

7

Depreciation charge for the period

15

Exchange differences

-

At 31 December 2012

22

At 1 January 2013

22

Depreciation charge for the period

20

Exchange differences

(1)

At 31 December 2013

41

Net Book Value

At 31 December 2013

507

At 31 December 2012

34

 

The Group's obligation under finance leases (see note 20) are secured by the lessors' title to the leased assets, which have a carrying amount of £434k (2012: nil).

 

14

Investment in subsidiaries

Company

Shares in group undertakings

2013£ 000's

2012£ 000's

Company

Cost

At the beginning of the period

2,194

2,070

Additions

-

273

Disposals

-

(33)

Impairment of subsidiary

-

(116)

Exchange differences

(29)

-

At 31 December

2,166

2,194

 

Details of the company's subsidiaries are as follows:

 

Name

Place of Incorporation (or registration and operation)

Proportion of ownership interest (%)

Proportion of voting power (%)

Minds and Machines LLC

US

100

100

Bayern Connect (1)

Germany

80

100

Minds and Machines GmbH (1)

Germany

80

100

ADT

US

100

100

AIC

US

100

100

DOTNYC LLC (2)

US

-

-

DotGayAlliance LLC (2)

US

-

-

Minds + Machines Ltd (Ireland) (3)

Ireland

100

100

Minds and Machines Ltd (UK) (3)

England & Wales

100

100

Top Level Domains Registry Pte (3)

Singapore

100

100

Minds + Machines Registrar Ltd (Ireland) (4)

Ireland

100

100

Minds and Machines Registrar UK Ltd (4)

England and Wales

100

100

(1) 20% of the company was sold during the period (on 1 November 2011) for a consideration of £9k

(2) Dissolved during the 2012 financial period. Impairment in 2012 relates to this subsidiary.

(3) Subsidiaries established in the 2012 financial period

(4) Subsidiaries established in the current year

Minds and Machines Registrar Limited (Ireland) is an direct subsidiary of Minds + Machines Ltd (Ireland)

 

The principal activities of trading subsidiaries are:

Name

Principal activity

Minds and Machines LLC

Consultancy services to registry

Bayern Connect

Registry

Minds and Machines GmbH

Registry

Minds + Machines Ltd (Ireland)

Registry service provider

Minds and Machines Ltd (UK)

Registry service provider

Minds + Machines Registrar Ltd (Ireland)

Registrar

Minds and Machines Registrar UK Ltd

Registrar

 

15 Interest in joint venture

The group has 50% interest in 4 joint ventures; Rugby Domains Ltd, Basketball Domains Ltd, Entertainment Names Inc and Dotcountry LLC. These joint ventures were formed to sell second-level domain names to registrars. The following amounts represent the Group's 50% share of the assets and liabilities and results of the joint venture. Interest in joint ventures are accounted for using the equity method. They are included in the statement of financial position and income statement as follows:

 

Group

Share of interest in assets / liabilities

2013£ 000's

2012£ 000's

Assets

- Non-current

240

200

- Current

282

235

522

435

Liabilities

- Non-current

-

-

- Current

8

2

8

2

Share of interest in assets / liabilities

514

433

- Expenses

44

1

Loss after income tax

44

1

 

There are no commitments arising in the joint ventures.

There are no contingent liabilities relating the Group's interest in the joint ventures, and no contingent liabilities of the venture itself.

Company

Interests in joint ventures are accounted for at cost of £556k (2012: £434k) in the Company financial statements.

 

16

Available for sale investments

2013

2012

Group and Company - Unlisted Investments

£ 000's

£ 000's

At the beginning of the period

-

259

Impairment

-

(253)

Exchange differences

-

(6)

At 31 December

-

-

 

Available for sale investments comprises investments in companies which are not traded on any stock markets throughout the world, and, which are held by the Group as a mix of strategic and short term investments. No listed available for sale investments are held. The market value of the above unlisted investments is stated at cost less impairment, which the directors believe tobe the current fair value of the investments.

During the 2012 financial period it was determined that the available for sale investment was impaired as the company was no longer active and is expected to be dissolved.

 

17

Other long-term assets

2013

2012

Group and Company

£ 000's

£ 000's

Restricted cash

1,982

2,169

Other long-term receivables

6,773

8,206

Total other long term assets

8,756

10,375

 

 

The Group capitalises the costs incurred to pursue the rights to operate certain gTLD strings as these are deemed to provide probable future economic benefit.

 

During the application process capitalised payments for gTLD applications are included in Other Long Term Assets. While there is no assurance that MMX will be awarded any gTLDs, long term receivables payments will be reclassified as intangible assets once the gTLD strings are available for their intended use, which is expected to occur following the delegation of gTLD strings by ICANN, currently scheduled to begin in 2014. In general, MMX does not expect to withdraw any of its applications unless the application has not passed the evaluation process and there is no further recourse or there is an agreement to sell or dispose of its interest in certain applications.

 

During the 2012 financial period, the Group paid US$13.5 million (£8,206k) in application fees to the Internet Corporation for assigned Names and Numbers (ICANN) under ICANN's New generic Top Level Domain (gTLD) Program and deposited US$3.6 million (£2,169k) to fund the letters of credit required by ICANN. In 2013, 11 such applications were withdrawn either as a result of participation in auctions or management decision. A further application was transferred to a joint venture. As a result, application fees paid to ICANN as at 31 December 2013 amounts to $11,100k (£6,773k) and deposits to fund letters of credit amounts to $3,251k (£1,982k).

 

Where MMX receives a partial cash refund for certain gTLD applications and/or to the extent the Group elects to sell or dispose of its interest in certain gTLD applications throughout the process, it may incur gains or losses on amounts invested. In such cases the application fee will be reclassified from a long-term asset. Refunds received will be properly recorded when received, gains on the sale of the Group's interest in gTLD applications will be recognised when realised, and losses will be recognised when deemed probable. Other costs incurred by MMX as part of its gTLD initiative not directly attributable to the acquisition of gTLD operator rights are expensed as incurred.

 

Of the applications withdrawn, 3 applications were withdrawn as a result of participation in private auction where the Group did not win the auction but received a portion of the auction proceeds. Such auction proceeds, less amounts not recovered from the Group's withdrawal of the application to ICANN are accounted for on the profit and loss account as Profit on participation in gTLD auctions and amounted to £4,120k (2012: nil). The remaining applications were withdrawn based on management's assessment of success of the application of those gTLDs. Of the application fee, those amounts not recovered from ICANN as a result of the Group's withdrawal of the application are accounted for on the profit and loss account as Loss on withdrawal of gTLD applications and amounted to £253k (2012: nil).

 

Restricted cash is interest bearing and is therefore stated at fair value. Other long-term receivables are stated at cost and have not been fair valued on the grounds of materiality.

 

18

Trade and other receivables

2013

2012

Group£ 000's

Company£ 000's

Group£ 000's

Company£ 000's

Current trade and other receivables

Trade receivables

2,065

-

2,237

2,034

Other receivables

373

128

34

15

Balances due from subsidiaries

-

8,467

-

-

Due from joint ventures

29

29

-

-

Due from related parties

37

37

49

37

2,504

8,661

2,320

2,086

Non-Current trade and other receivables

Balances due from subsidiaries

-

-

-

4,475

Impairment of balances due from subsidiaries

 -

-

-

(1,472)

 -

-

-

3,003

 

The loans due fromsubsidiaries are interest free and have no fixed repayment date. The loans have been classified to current receivables in the current year as the directors assess these balances to be recoverable in 2014. The difference between the carrying value and the fair value of the loan at the reporting date is deemed to be immaterial.

 

Trade receivables

 

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

 

Ageing of past due but not impaired receivables:

2013£000

2012£000

1 - 30 days

6

75

31 - 60 days

13

4

61-90 days

-

164

Total

19

243

Movement in doubtful debts:

2013£

2012£

Balance at the beginning of the period

34

-

Impairment losses recognised

-

34

Exchange differences

(1)

-

Balance at the end of the period

33

34

 

19 Trade and other payables

2013

2012

Group£ 000's

Company£ 000's

Group£ 000's

Company£ 000's

Trade payables

181

25

87

70

Due to joint ventures

75

72

183

183

Taxation liabilities

119

-

-

-

Other liabilities

18

-

-

-

Accruals

24

-

9

4

418

97

279

257

 

All trade and other payables are due within one year.

 

20 Obligations under finance leases

Group

Minimum lease payments

2013£ 000's

2012£ 000's

Amounts payable under finance lease

Within one year

239

-

In the second to fifth year inclusive

153

-

392

-

Less: Future finance charges

(41)

-

Present value of lease obligation

351

-

 

 

Present value of minimum lease payments

2013£ 000's

2012£ 000's

Amounts payable under finance lease

Within one year

200

-

In the second to fifth year inclusive

151

-

Present value of lease obligation

351

-

 

Analysed as:

Amounts due for settlement within 12 months

200

-

Amounts due for settlement after 12 months

151

-

351

-

The average lease term is 2 years. For the year ended 31 December 2013, the effective borrowing rate was 13.76% (2012: n/a). Interest rates are fixed at the contract date. All leases are on a fixed repayments basis and no arrangements have been entered into for contingent rental payments.

 

All lease obligations are denominated in Euros.

 

The fair value of the group's lease obligations is approximately equal to their carrying amount. The group's obligations under finance leases are secured by the lessor's rights over the leased assets disclosed in note 13.

 

21 Share capital and premium

Called up, allotted, issued and fully paid ordinary shares of no par value

Number of shares

Price per share(pence)

Total

£ 000

As at 1 November 2011

363,774,213

12,520

Shares issued:

10 February 2012 for cash at 8.25p per share

 109,468,353

8.25

9,044

9,044

Options and warrants exercised:

27 February 2012 for cash on exercise of options

 200,000

4

8

27 June 2012 for cash on exercise of warrants

 2,500,000

4

100

5 July 2012 for cash on exercise of warrants

 34,165,680

4

1,359

5 July 2012 for cash on exercise of options

 300,000

4

12

10 July 2012 for cash on exercise of warrants

 6,300,000

4

252

20 July 2012 for cash on exercise of warrants

 1,000,000

4

40

27 July 2012 for cash on exercise of warrants

 1,600,000

4

64

2 August 2012 for cash on exercise of warrants

 750,000

4

30

3 September 2012 for payment of services

500,000

7

35

23 November 2012 for exercise of options

200,000

4

8

1,908

Cost of share issue

(161)

As at 31 December 2012

520,758,246

23,311

Shares issued (shares to be issued)*

25 February 2013 - shares to be issued

17,620,000

7.6

1,339

Shares issued:

30 June 2013

110,375,276

6

6,622

Options and warrants exercised:

13 June 2013 for payment of services

120,000

6

7

9 July 2013 for exercise of options

1,700,000

4

68

75

Cost of share issue

(365)

As at 31 December 2013

650,573,522

30,983

 

* The shares to be issued were issued to the former shareholders of Minds and Machines LLC as part of the total consideration for the acquisition the company.

 22 Share based paymentThe Company has a share option scheme for all employees of the Group. Details of the share options are as follows: 

2013

2012

 Number of share options

Weighted average exercise price(in £)

GroupNumber of share options

Weighted average exercise price(in £)

Outstanding at the beginning of the period

47,665,194

0.061

49,552,694

0.061

Granted during the period

21,750,000

0.067

3,812,5000

0.067

Forfeited during the period

(23,426,347)

0.068

-

-

Exercised during the period

(1,700,000)

0.047

(700,000)

0.04

Expired during the period

(1,150,000)

0.067

(5,000,000)

0.04

Outstanding at the end of the period

43,138,847

0.063

47,665,194

0.064

Exercisable at the end of the period

33,629,267

0.062

35,628,736

0.059

 The weighted average contractual life of outstanding options at the end of the year is 5.33 years (2012: 5.13 years). In 2013, 19,850,000 options were granted on 13 February 2013, 1,150,000 options were granted on 8 July 2013 and 750,000 options were granted on 15 October 2013. The aggregate of the estimated fair values of the options granted during the year is £450k. In 2012, 2,562,500 options were granted on 1 August 2012 and 1,250,000 options were granted on 1 December 2012. The inputs into the Black-Scholes model are as follows: 

2013

2012

Weighted average share price (£)

0.072

0.058

Weighted average exercise price (£)

0.064

0.067

Expected volatility

35%

75%

Expected life

10 years

3 years

Risk-free rate

5%

5%

Expected dividend yield

Nil

Nil

 

Expected volatility was determined by calculating the historic volatility of the Group's share price over the previous year. Volatility over earlier years is not representative and has therefore not been used to calculated volatility. The expected life used in the model has been adjusted, based on management's best estimate.

 

The group recognised total expenses of £443k (2012: £414k) related to equity settled share based payments.

 

The market price of the ordinary shares at 31 December 2013 was £0.143 and the range during the year was £0.044 to £0.186

 

Directors' share options

 

Details of options for Directors' who served during the year are as follows:

 

1 Jan 2013

Granted

Exercised

Expired

31 Dec 2013

Frederick Krueger (1)

5,000,000

5,000,000

-

-

10,000,000

Antony Van Couvering (2)

9,626,347

12,500,000

-

-

22,126,347

Michael Salazar (3)

1,250,000

-

-

-

1,250,000

Caspar Veltheim (4)

662,550

-

-

-

662,500

Guy Elliot (5)

3,000,000

-

-

-

3,000,000

Keith Teare

-

Michael Mendelson (6)

1,700,000

-

(1,700,000)

-

-

Elliot Noss

-

-

-

-

-

21,238,897

17,500,000

(1,700,000)

-

37,038,897

 (1) 5,000,000 options - exercise price - £0.04, exercisable from - 14 Nov 2007, expires on - 13 Nov 2014. 2,750,130 options - exercisable from 13 May 2013, expires on 13 February 2023 (quarterly vesting beginning 13 May 2013 of 1/12th of options). 2,249,780 options - exercisable from 13 February 2013, expires on 13 February 2023, expires on 13 February 2023(2) 2,626,347 options - exercise price - £0.04, exercisable from - 27 May 2009, expires on - 24 June 2014 7,000,000 options exercise price - £0.09, exercisable from - 22 May 2010, expires on - 24 June 2014. 3,025,143 options - exercisable from 13 May 2013, expires on 13 February 2023 (quarterly vesting beginning 13 May 2013 of 1/12th of options). 9,474,857 options - exercisable from 13 February 2013, expires on 13 February 2023.(3) Exercise price - £0.062, exercisable from - 1 Jun 2013, expires on - 30 Nov 2022 (quarterly vesting beginning at 1 Jun 2013 of 1/12th of options)(4) 350,000 options - exercise price - £0.09, exercisable from - 22 Jul 2011, expires on - 22 Jul 2021. 312,500 options - exercise price - £0.07, exercisable from - 1 Aug 2012, expires on 31 Jul 2022 (quarterly vesting beginning at 1 Nov 2012 of 1/12th of options)(5) Exercise price - £0.04, exercisable from - 14 Nov 2007, expires on - 13 Nov 2014(6) Exercise price - £0.04, exercisable from - 14 Nov 2007, expires on - 13 Nov 2014 There have been no variations to the terms and conditions or performance criteria for share options during the financial year.  Total warrants in issue

 

During the year ended 31 December 2013, the company granted no warrantsto subscribe for ordinary shares (2012: 8,000,000). As at 31 December 2013 the unexercised warrants in issue were;

 

Exercise Price

Expiry Date

Warrants in Issue31 December 2012

4p

13 November 2014

1,622,665

10p

06 May 2019

8,000,000

Total

10,622,665

 

 

During the year to 31 December 2013, no warrants were exercised (2012: 46,315,680 at a price of 4p) and 1,000,000 (2012: 23,680,429) warrants expired.

Warrants fall outside the scope of IFRS 2 - Share Based Payments and are therefore not valued.

 

23 Financial instruments

 

Capital risk management

 

The Group and Company manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimization of the debt and equity balance. The Group and Company's overall strategy remains unchanged from 2012.

 

The capital structure of the Group and Company consists cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves, and retained earnings.

 

The Group and Company is not subject to any externally imposed capital requirements.

 

The Group and Company's strategy is to ensure availability of capital and match the profile of the Group and Company's expenditures. To date the Group has relied upon equity funding to finance operations. The Directors are confident that adequate cash resources exist to finance operations to commercial exploitation, but controls over expenditure are carefully managed.

 

The Group and Company has a policy of not using derivative financial instruments for hedging purposes and therefore is exposed to changes in market rates in respect of foreign exchange risk, However, it does review its currency exposures on an ad hoc basis. Currency exposures relating to monetary assets held by foreign operations are included within the foreign exchange reserve in the Group Balance Sheet.

 

Categories of Financial Instruments

 

Group

Financial assets

2013£ 000's

2012£ 000's

Cash and bank balances (including restricted cash. See Note 17)

11,066

4,587

Loans and receivables (including long term receivables)

9,276

10,524

Available-for-sale financial assets

-

-

Financial liabilities

Other financial liabilities at amortised cost

769

270

 

Company

Financial assets

2013£ 000's

2012£ 000's

Cash and bank balances (including restricted cash. See Note 17)

9,479

4,349

Loans and receivables (including long term receivables)

6,967

14,765

Available-for-sale financial assets

-

-

Financial liabilities

Other financial liabilities at amortised cost

97

253

There are no material differences between the book values of financial instruments and their market values.

 

Financial risk management objectives

The Group and Company's Finance function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages financial risks related to the operations of the Group and Company through internal risk reports, which analyses exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk, and price risk), credit risk, liquidity risk, and cash flow interest rate risk.

It is, and has been throughout 2013 and 2012, the policy of both the Group and the Company that no trading derivatives are contracted.

The main risks arising from the Group and the Company's financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk and capital risk. Management reviews and agrees policies for mitigating each of these risks, which are summarised below.

 

Market risk

 

The Group and Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The risk is managed by the Group and Company by maintaining an appropriate mix of cash and cash equivalents in the foreign currencies it operates in. The Group and Company's management did not set up any financial instruments policy to manage its exposure to interest rates and foreign currency risk.

 

Foreign currency risk

 

The Group and Company undertakes transactions denominated in foreign currencies; consequently exposures to exchange rate fluctuations arise. The Group and Company evaluates exchange rate fluctuations on a periodic basis to take advantage of favourable rates when transferring funds between accounts denominated in different currencies.

 

The carrying amount of the Group and Company's foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows

 

Group

Liabilities

Assets

2013£ 000's

2012£ 000's

2013£ 000's

2012£ 000's

Sterling

66

-

2,063

138

USD

161

270

17,158

14,915

Euro

542

-

1,121

58

As at 31 December 2012

769

270

20,342

15,111

 

Company

Liabilities

Assets

2013£ 000's

2012£ 000's

2013£ 000's

2012£ 000's

Sterling

-

-

-

138

USD

97

253

16,446

18,976

Euro

-

-

-

-

As at 31 December 2012

97

253

16,446

19,114

 

Foreign currency sensitivity analysis

 

Thefollowing table details the Group and Company's sensitivity to a 10% increase and decrease in the functional currency against the relevant foreign currencies. 10% represents management's assessment of the reasonably possible change in foreign exchange rates.

 

The sensitivity analysis includes only outstanding foreign currency denominated financial instruments and adjusts their translation at the period end for a 10% change in foreign currency rates. The following table sets out the potential exposure, where a positive number below indicates an increase in profit or loss and other equity where the US Dollar strengthens 10% against the relevant currency. For a 10% weakening of the US Dollar against the relevant currency, there would be a comparable impact on the profit or loss and other equity, and the balances below would be positive.

 

Group

Pound Sterling impact

Euro impact

2013

£ 000s

2012

£ 000s

2013

£ 000s

2012

£ 000s

Profit or loss (i)

(200)

(306)

(58)

-

Other equity (ii)

-

-

-

-

(200)

(306)

(200)

-

Company

Pound Sterling impact

Euro impact

2013

£ 000s

2012

£ 000s

2013

£ 000s

2012

£ 000s

Profit or loss (i)

-

(368)

-

-

Other equity

-

-

-

-

(368)

-

-

 

(i) The main attributable to the exposure outstanding on Pound Sterling and Euro is receivables and payables at the balance sheet date.

(ii) There is no impact on other equity, as the Group does not hold derivative instruments designated as cash flow hedges and net investments hedges.

 

In Management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year-end exposure does not reflect the exposure during the year. Operations are managed in US dollar and translation to Sterling only occurs at year-end for financial reporting purposes.

 

In addition, the change in equity due to a change in Sterling against all exchange rates would have no impact to equity as there would be an offset in the currency translation of the foreign operation.

 

Interest rate risk

 

The Group and Company's exposure to interest rate risk is limited to cash and cash equivalents held in interest-bearing accounts.

 

Interest rate sensitivity analysis

 

The impact of interest rate fluctuations is not material to the Group and Company accounts.

 

Credit risk management

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and Company. The Group and the Company's financial assets comprise of receivables, cash, and cash equivalents, and other long-term assets.

 

The credit risk on trade and other receivables is limited as the amount represents a pre-payment of revenue from a future undertaking. The pre-payment has certain conditions associated with it that require the counterparty to refund the amounts paid if certain criteria are not met.

 

The credit risk on cash and cash equivalents is limited as the counterparties are banks with high credit-ratings as determined by international credit-rating agencies.

 

The credit risk on other long-term assets is limited as the total amount represents two components: deposits for the right to secure a revenue-generating asset and restricted cash. The deposits for the right to secure revenue-generating assets are maintained by a government sponsored global organization that is contractually required to return a portion of these deposits if requested. Furthermore, the agency, a not-for-profit organization, is well funded by its member organizations and is not a risk to cease operations. The restricted cash is deposited with banks with a high-credit rating as determined by international credit-rating agencies.

 

The exposure of the Group and the Company to credit risk arises from default of its counterparty, with maximum exposure equal to the carrying amount of receivables (excluding prepaid income), cash and cash equivalents, and other long term assets in the Group and Company statements of financial position.

The Group and Company does not hold any collateral as security.

 

Liquidity risk management

 

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Group and Company's short, medium, and long-term funding and liquidity management requirements. The Group and Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

 

Cash forecasts are regularly produced to identify the liquidity requirement for the Group and Company. To date, the Group has relied on the issuance of stock warrants and shares finance its operations. The Group made use of limited borrowing facilities as at 31 December 2013.

 

The Group's and Company's remaining contractual maturity for its non-derivate financial liabilities with agreed repayment periods are:

 

Group

Company

31 December 2013

Weighted average effective interest rate

Within 1 year

£ 000s

1 - 5 years

£ 000s

Within 1 year

£ 000s

1 - 5 years

£ 000s

Non-interest bearing:

Trade and other payables

418

-

97

-

Fixed interest rate instruments:

Obligations under finance lease

13.76%

239

159

-

-

657

159

-

-

 

Group

Company

31 December 2012

Weighted average effective interest rate

Within 1 year

£ 000s

1 - 5 years

£ 000s

Within 1 year

£ 000s

1 - 5 years

£ 000s

Non-interest bearing:

Trade and other payables

279

-

257

-

Fixed interest rate instruments:

Obligations under finance lease

N/A

-

-

-

-

657

159

-

-

 

The Group and Company's non-derivate financial assets mature within one year with the exception of Other long term assets (note 17) which are expected to mature over a period in excess of five years.

 

The Group and Company's expected maturity for its non-derivative financial assets as shown below:

 

The Group and Company had no derivative financial instruments as at 31 December 2013 and at 31 December 2012.

 

24 Material non-cash transactions

 

There are no material non-cash transactions.

 

25 Commitments

 

The group as a lessee

2013£ 000's

2012£ 000's

Lease payments recognised under operating leases recognised as an expense in the year

24

-

 

At the balance sheet date, the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 

2013£ 000's

2012£ 000's

Within one year

2

-

In the second to fifth years inclusive

-

-

After five years

-

-

2

-

Operating lease payments represent rentals payable by the group for its office properties.

 

As at 31 December 2013 and 31 December 2012, the Group has no capital commitments.

 

As at 31 December 2013 and 31 December 2012, the Company had no lease or capital commitments.

 

26 Related party transactions - Group

 

Balances and transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the group and its associates are disclosed below. Transactions between the company and its subsidiary and associates are disclosed in note 28.

 

Joint ventures

During the year, the Group entered into transactions with its Joint Venture that resulted in amounts owed to or due from the Joint Ventures. The balances at the year-end were due to financial and equity requirements across the joint ventures. The balances have no fixed repayment and no interest is received or charged on these balances.

 

2013£ 000's

2012£ 000's

Due to Rugby Domains Ltd

(19)

(101)

Due to Basketball Domains Ltd

(38)

(82)

Due from Entertainment Names Inc

26

-

Due to Dot Country LLC

(15)

-

 

Other

At the balance sheet date, an amount of nil (2012: £78k) was paid to Patrimoine Partners LLP in respect of administrative, Group accounting services and commission. David Weill (a former director of the Company) is a Partner of Patrimoine.

At the balance sheet date, an amount of £37k (2012: £37k) was due from Frederick Krueger in relation to shares previously issued.

During the year, $180k (£109k) (2012: nil) was paid to Needly Inc for services provided to the Group for development of the registrar platform. Needly Inc is related by virtue of common directors. There was no balance due to Needly Inc at the balance sheet date (2012: nil).

 

Remuneration of Key Management Personnel

 

The remuneration of the executive directors, who are the key management personal of the group, is set out in note 6.

 

27 Related party transactions - Company

 

Transactions between the Company and its subsidiaries and associates are disclosed below.

 

Subsidiaries

During the year, the Company has provided financing to its subsidiaries. The balances due to the Company are detailed below. The balances have no fixed repayment terms and no interest is charged on these balances.

 

Company

2013£ 000's

2012£ 000's

Minds and Machines LLC

3,656

2,516

Bayern Connect

308

245

Minds and Machines GmbH

228

190

ADT (1)

454

515

AIC (2)

973

1,009

Minds + Machines Limited (IE)

2,188

-

Minds + Machines Registrar Limited (IE)

110

-

Minds and Machines Limited (UK)

2,003

Minds and Machines Registrar UK Limited

1

 

(1) This balance has been impaired in prior years

(2) This balance has been impaired in prior years

 

Joint ventures

During the year, the Group entered into transactions with its Joint Venture that resulted in amounts owed to or due from the Joint Ventures. The balances at the year-end were due to financial and equity requirements across the joint ventures. The balances have no fixed repayment and no interest is received or charged on these balances.

 

2013£ 000's

2012£ 000's

Due to Rugby Domains Ltd

(19)

(101)

Due to Basketball Domains Ltd

(38)

(82)

Due from Entertainment Names Inc

29

-

Due to Dot Country LLC

(15)

-

 

Other

At the balance sheet date, an amount of nil (2012: £78k) was paid to Patrimoine Partners LLP in respect of administrative, Group accounting services and commission. David Weill (a former director of the Company) is a Partner of Patrimoine.

At the balance sheet date, an amount of £37k (2012: £37k) was due from Frederick Krueger in relation to shares previously issued.

 

Remuneration of Key Management Personnel

 

The remuneration of the executive directors, who are the key management personal of the group, is set out in note 6.

 

28 Post Balance Sheet Events

 

On 30 January 2014, 175,000,000 ordinary shares were issued as part of an equity raise, raising £21 million at 12 pence per share.

 

On 14 January 2014, the Company announced that contracts had been exchanged with ICANN for fifteen gTLDs (.fishing, .casa, .bupapest, .vodka, .rodeo, .work, .miami, .cooking, .hourse, .luxe, .nrw, .country, .bayern, .beer and .surf).

 

On 6 February 2014, the Company announced that International Centre for Expertise of the International Chamber of Commerce upheld the Community Objection lodged by the International Rugby Board ("IRB"). As a result, the Company and Roar Domains LLC are the IRB's joint venture partners for .rugby.

 

On 25 February 2014, the Company announced that private auctions for .wedding and .green were concluded. The Company secured the uncontested application rights for .wedding and sold its interest in .green.

 

In March, the Company re-listed on the AIM market of the London Stock Exchange as a result of changing the Company's status from a investing company to an operating company as defined by AIM rules. The name of the Company was changed to Minds + Machines Group Limited from Top Level Domain Holdings Limited to reflect this change.

 

On 4 April 2014 3,000,000 share options were exercised. The Company therefore issued 3,000,000 ordinary shares raising a total of £120k.

 

On 29 April 2014, the company announced that private auctions for .deals, .property, .garden and .yoga were concluded. The Company secured the uncontested application rights for .garden and .yoga and sold its interest in .deals and .property.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR ZMGGVRLMGDZM

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