24th Oct 2005 13:00
Voss Net PLC24 October 2005 Voss Net plc Preliminary results for the year ended 30 June 2005 CHAIRMAN'S STATEMENT The company continues to operate as an AIM shell seeking suitable acquisitiontargets to increase shareholder value. Operating results The company made a loss of £90,000 during the year, on recurring routineexpenditure. No dividend is proposed. Development During the year, the company raised additional funds totalling £250,000 by wayof a share placing. At the balance sheet date the company had clear funds inexcess of £150,000 and the Directors consider that the company has adequateresources to fund its activities and also to continue the search for a suitableinvestment to enhance shareholder value. Acquisitions The board is endeavouring to acquire assets and is constantly reviewing projectson behalf of the company. There has, during the year, been premature pressspeculation, leading to a temporary suspension of the company's Stock Exchangequotation. Your directors will inform shareholders as soon as a suitableinvestment is identified. G Nealon Chairman 24 October 2005 REPORT OF THE DIRECTORS FOR THE YEAR ENDED 30 JUNE 2005 The directors present their report with the financial statements of the companyand the group for the year ended 30 June 2005. PRINCIPAL ACTIVITIES The company operates as a cash shell. REVIEW OF BUSINESS The results for the year and financial position of the company and the group areas shown in the annexed financial statements. DIVIDENDS The directors are unable to recommend the payment of a dividend for the year. DIRECTORS The following directors have held office since 30 June 2004: T C Hellman (resigned 8 December 2004)L E V Knifton (resigned 8 December 2004)W N V WellerG Nealon (appointed 8 December 2004)D E Chambers (appointed 8 December 2004) DIRECTORS' INTERESTS The directors' interests in the shares of the company were as stated below: Ordinary shares of 0.01p each 30 June 30 June 2005 2004W N V Weller - -G Nealon - -D E Chambers * 5,731,300 - * Through WB Nominees Limited. DIRECTORS SHARE OPTIONS There are no outstanding options VOSS NET PLC REPORT OF THE DIRECTORS FOR THE YEAR ENDED 30 JUNE 2005 Directors' Warrants Under an instrument dated 27 January 2004, W N V Weller has been granted awarrant to subscribe for 10,000,000 Ordinary shares of 0.01p in the company atan exercise price of 0.25p until 29 January 2007. Substantial Shareholdings Hereford Group Limited 48,748,032 24.5%Mellon Nominees (UK) Limited 19,350,000 9.7%WB Nominees Limited 11,357,672 5.7%LEV Knifton 5,965,000 3.0%Pershing Keen Nominees Ltd 6,954,000 3.5%Stock Lending Collateral 13,333,334 6.7% STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for eachfinancial year which give a true and fair view of the state of affairs of thecompany and the group and of the profit or loss of the group for that period. Inpreparing those financial statements, the directors are required to - select suitable accounting policies and then apply them consistently;- make judgements and estimates that are reasonable and prudent;- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records whichdisclose with reasonable accuracy at any time the financial position of thecompany and the group and to enable them to ensure that the financial statementscomply with the Companies Act 1985. They are also responsible for safeguardingthe assets of the company and the group and hence for taking reasonable stepsfor the prevention and detection of fraud and other irregularities. AUDITORS In accordance with section 385 of the Companies Act 1985, a resolution proposingJeffreys Henry LLP be reappointed as auditors of the company will be put to theAnnual General Meeting. ON BEHALF OF THE BOARD W N V WellerDirector 24 October 2005 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF VOSS NET PLC We have audited the financial statements of Voss Net Plc for the year ended 30June 2005 set out on pages 7 to 17. These financial statements have beenprepared under the historical cost convention and the accounting policies setout therein. This report is made solely to the company's members, as a body, in accordancewith Section 235 of the Companies Act 1985. Our audit work has been undertakenso that we might state to the company's members those matters we are required tostate to them in an auditor's report and for no other purpose. To the fullestextent permitted by law, we do not accept or assume responsibility to anyoneother than the company and the company's members as a body, for our audit work,for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As described on page 4, the company's directors are responsible for thepreparation of financial statements in accordance with applicable law and UnitedKingdom Accounting Standards. Our responsibility is to audit the financial statements in accordance withrelevant legal and regulatory requirements and United Kingdom AuditingStandards. We report to you our opinion as to whether the financial statements give a trueand fair view and are properly prepared in accordance with the Companies Act1985. We also report to you if, in our opinion, the Report of the Directors isnot consistent with the financial statements, if the company has not kept properaccounting records, if we have not received all the information and explanationswe require for our audit, or if information specified by law regardingdirectors' remuneration and transactions with the company is not disclosed. We read other information contained in the Annual Report and consider whether itis consistent with the audited financial statements. This other informationcomprises only the Directors' Report and the Chairman's Statement. We considerthe implications for our report if we become aware of any apparent misstatementsor material inconsistencies with the financial statements. Our responsibilitiesdo not extend to any other information. Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standardsissued by the Auditing Practices Board. An audit includes examination, on a testbasis, of evidence relevant to the amounts and disclosures in the financialstatements. It also includes an assessment of the significant estimates andjudgements made by the directors in the preparation of the financial statements,and of whether the accounting policies are appropriate to the company'scircumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information andexplanations which we considered necessary in order to provide us withsufficient evidence to give reasonable assurance that the financial statementsare free from material misstatement, whether caused by fraud or otherirregularity or error. In forming our opinion we also evaluated the overall adequacy of thepresentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of thecompany's and group's state of affairs as at 30 June 2005 and the loss for theyear the ended and have been properly prepared in accordance with Companies Act1985. Jeffreys Henry LLPChartered Accountants Finsgate5-7 Cranwood StreetLondonEC1V 9EE 21st October 2005 VOSS NET PLC CONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 30 JUNE 2005 Notes Year to 18 Months to 30 June 2004 30 June 2005 £'000 £'000TURNOVER - discontinuedactivities - 443 ------ ------Cost of sales - discontinuedactivities - (115) ------ ------ GROSS PROFIT - 328 Net operating expenses:-Distribution - discontinuedactivities - (36)Administration - discontinuedactivities - (400)Administration - continuingactivities (90) (59) ------ ------ OPERATING LOSS 3Continuing activities (90) (59)Discontinued activities - (108) ------ ------ CVA - Costs - (38) - Write back of creditors - 59Profit on disposal of - 10businessesProvision for doubtful - (166)debtors ------ ------ (90) (302)Interest payable and similarcharges 4 - (5) ------ ------LOSS ON ORDINARY ACTIVITIESBEFORE TAXATION (90) (307) Tax on loss on ordinaryactivities 5 - - ------ ------ LOSS FOR THE FINANCIALPERIOD AFTER TAXATION 11 (90) (307) LOSS PER SHARE 6 Basic loss per share:After exceptional items (0.05p) (0.40p)Before exceptional items (0.05p) (0.22p) Fully diluted loss per share:After exceptional items (0.05p) (0.37p)Before exceptional items (0.05p) (0.21p) There were no other recognised gains or losses in the period VOSS NET PLC CONSOLIDATED BALANCE SHEET AS AT30 JUNE 2005 Notes 2005 2004 £'000 £'000 CURRENT ASSETSDebtors 8 6 10Cash at bank and in hand 172 11 ----- ----- 178 21 CREDITORSAmounts falling due within one year 9 (21) (24) ----- ----- NET CURRENT ASSETS/(LIABILITIES) 157 (3) ----- ----- TOTAL ASSETS LESS CURRENTLIABILITIES 157 (3) ----- ----- CAPITAL AND RESERVESCalled up share capital 10 957 954Share premium 11 4,156 3,909Profit and loss account 11 (4,956) (4,866) ------- ------- SHAREHOLDERS' FUNDS(equity interests) 12 157 (3) ------- ------- ON BEHALF OF THE BOARD W N V Weller Director Approved by the Board on 21st October 2005 VOSS NET PLC COMPANY BALANCE SHEET AS AT30 JUNE 2005 Notes 2005 2004 £ £ CURRENT ASSETSDebtors 8 6 10Cash at bank and in hand 172 11 ----- ----- 178 21 CREDITORSAmounts falling due within one year 9 (21) (24) ------ ------NET CURRENT ASSETS/(LIABILITIES) 157 (3) ------ ------ TOTAL ASSETS LESS CURRENT LIABILITIES 157 (3) ------ ------ CAPITAL AND RESERVESCalled up share capital 10 957 954Share premium 11 4,156 3,909Profit and loss account 11 (4,956) (4,866) ------- ------- SHAREHOLDERS' FUNDS(equity interests) 12 157 (3) ------- ------ ON BEHALF OF THE BOARD W N V Weller Director Approved by the Board on 21st October 2005 VOSS NET PLC CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 30 JUNE 2005 Year to 18 months to 30 June 2005 30 June 2004 Note £'000 £'000 £'000 £'000 Net cash outflow from operatingactivities A (89) (114) Returns on investments and servicing offinanceInterest paid - (5) ------ ------ Net cash outflow for returns onInvestments and servicing of finance - (5) Taxation - - Capital expenditurePayments to acquire tangible assets - (2) ------ ------- Net cash outflow for capitalexpenditure - (2) Acquisitions and disposalsSale of subsidiary undertakings - 24Cash at bank disposed with subsidiary - (3) ------ ------- Net cash inflow for acquisitions anddisposals - 21 ------- ------ Net cash outflow before management ofliquid resources and financing (89) (100) FinancingIssue of ordinary share capital 250 111Repayment of loan from factors - (66) ------- ------ Net cash inflow from financing 250 45 -------- ------ Increase/(Decrease) in cash in theperiod B 161 (55) ====== ======= VOSS NET PLC NOTES TO THE CASH FLOW STATEMENTFOR THE YEAR ENDED 30 JUNE 2005 A. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROMOPERATING ACTIVITIES 2005 18 months to 30 June 2004 £'000 £'000 Operating loss (90) (167)Depreciation charges - 2Exceptional item - (204)Decrease/(Increase) in debtors 4 267(Decrease)/Increase in creditors (3) (12) ------ ------ Net cash outflow from operating activities (89) (114) ------ ------- Net cash outflow from continuing operating activities (89) (59)Net cash outflow from discontinued operating activities - (55) ------- ------- Net cash outflow from operating activities (89) (114) ------- ------- B. ANALYSIS OF NET FUNDS At 30.06.04 Cash flow At 30.06.05 £'000 £'000 £'000Net cash:Cash at bank and in hand 11 161 172 C. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2005 2004 £'000 £'000 Increase/(decrease) in cash in period 161 (55)Cash inflow/outflow from debt financing - 66 ----- ------Movement in net fund in the period 161 11Opening net funds 11 - ------ ------ Closing net funds 172 11 ------- ------ VOSS NET PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2005 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost conventionand applicable accounting standards. Basis of consolidation The group accounts consolidate the accounts of the company and its subsidiaryundertakings for the year to 30 June 2005. In accordance with Section 230 of theCompanies Act 1985, a separate profit and loss account dealing with the resultsof the company has not been presented. Comparatives Last year's group profit and loss account was qualified due to limitation ofevidence available regarding the accounting records of the subsidiaries that hadbeen disposed of during the period. Turnover Turnover represents sales invoiced to customers adjusted for deferred income inrespect of revenue invoiced in advance and accrued income in respect of revenuein arrears including customer income retentions. Tangible fixed assets Depreciation is provided at the following annual rates in order to write offeach asset over its estimated useful life. Short leasehold - straight line over period of the leaseSoftware - 20% on costPlant and machinery - 20% on costFixtures and fittings - 15% on costComputer equipment - 20% on cost Hire purchase and leasing commitments Rentals paid under operating leases are charged to the profit and loss accountas incurred. Deferred Taxation Deferred tax is provided in full in respect of taxation deferred by timingdifferences between the treatment of certain items for taxation and accountingpurposes. 2. STAFF COSTS Year to 18 Months to 30 June 2005 30 June 2004 £'000 £'000 Wages and salaries - 228Social security costs - 24 ------ ----- - 252 ------ ----- The average monthly number of employees during the year was as follows: 2004 2004 No. No. Directors and other employees 3 10 3. OPERATING LOSS The operating loss is stated after charging Year to 18 Months to 30 June 2005 30 June 2004 £'000 £'000 Hire of plant and machinery - 14Other operating leases - 40Depreciation - owned assets - 2Auditors remuneration 6 4Auditors' remuneration for non audit work - - Directors' emoluments - 64 4. INTEREST PAYABLE AND SIMILAR CHARGES Year to 18 Months to 30 June 2005 30 June 2004 £'000 £'000 Loan interest - factors - 5Bank interest - - -------- -------- - 5 -------- --------5. TAXATION Year to 18 Months to 30 June 2005 30 June 2004 £'000 £'000 Current tax:UK Corporation tax - - Tax on loss on ordinary activities - - Factors affecting the tax charge for the periodLoss on ordinary activities before taxation (90) (307) Loss on ordinary activities before taxationmultiplied bystandard rate of UK corporation tax of 30%(2004:30%) (27) (92) ------- ------ Effects of:Effect of tax losses - 95Chargeable disposals - (3)C/fwd tax losses 27 - ------- ------- 27 92 ------- ------- Current tax charge/(credit) - - There are tax losses of approximately £90,000 available to carry forward againstfuture trading profits of the group (2004 - £Nil) 6. LOSS PER SHARE The loss per share is based on the following losses and shares in issue: Year to 18 Months to 30 June 2005 30 June 2004 £'000 £'000Losses:Basic 90 172After exceptionals 90 307 Number of shares in issue: Number Number Basic 177,050,597 77,432,329Fully diluted 197,050,597 83,120,402 7. FIXED ASSET INVESTMENTS Voss Net Plc has one wholly owned subsidiary undertaking registered in England:- Voss Net (UK) Limited : This company is now dormant. 8. DEBTORS - GROUP AND COMPANY 2005 2004 £'000 £'000 Amounts falling due within one year:VAT 2 10Other debtors 1 -Prepayments 3 - ------ ------- 6 10 ------ ------- 9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - GROUP AND COMPANY 2005 2004 £'000 £'000 Trade creditors 1 2Accruals 20 22 ------ ------ 21 24 ------ ------ 10.CALLED UP SHARE CAPITAL Authorised: Class: Nominal 2005 2004Number: Value £'000 £'000 13,808,650,000 Ordinary 0.01p 1,309 1,3097,959,196 Deferred 4p 319 319625,389 Deferred 99p 619 619 ----- ------ 2,247 2,247 ----- ------ Allotted, issued and fully paidNumber: Class: Nominal 2005 2004 Value £ £'000 189,036,898 Ordinary 0.01p 19 16 (2004 - 164,036,898)7,959,196 Deferred 4p 319 319625,389 Deferred 99p 619 619 ----- ----- 957 954 ----- ----- The following shares were allotted and fully paid for cash at par during theyear: On 23 December 2004, 25,000,000 ordinary shares of 0.01p each were placed at 1p.each. On 8 July 2005 LEV Knifton exercised 10,000,000 warrants at 0.25 pence pershare. 11. RESERVES GROUP AND COMPANY Profit and Loss Account Share Premium Totals £'000 £'000 £'000 At 1 July 2004 (4,866) 3,909 (957)Deficit for the year (90) - (90)On share placing in theyear - 247 247 ------- ------- ----- At 30 June 2005 (4,956) 4,156 (800) ------- ------- ----- 12. RECONCILIATION OF MOVEMENTS IN SHAREHOLDER'S FUNDS GROUP AND COMPANY 2005 2004 £'000 £'000 Loss for the financial year (90) (307)Issue of shares 250 401 ---- ----- Net increase of shareholders' funds 160 94Opening shareholders' funds (3) (97) ---- ----- Closing shareholders' funds 157 (3) ---- ----- 13. CAPITAL COMMITMENTS The group company had no capital commitments (contracted or not contracted) at30 June 2005. 14. RELATED PARTY DISCLOSURES Directors' interests in shares are disclosed in the Directors' Report. 15. CONTROL Voss Net Plc's shares are traded on AIM. At the date of the Annual Report, inthe Directors' opinion, there is no controlling party. 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