30th Nov 2006 18:16
RAM Investment Group PLC30 November 2006 FOR IMMEDIATE RELEASE 30 November 2006 RAM INVESTMENT GROUP PLC REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2006 CHAIRMAN'S STATEMENT Results The results for the 12 months to 31 May 2006 for RAM Investment Group PLC('RAM') show a loss on ordinary activities before taxation of £426,702 (2005 -£712,549), comprising a gross loss on the 2005 FIFPro event of £168,957 and thenormal administrative operating costs of the company of £246,530 (2005 -£163,535). As at 31 May 2005 RAM had net liabilities of £209,967 (2005 - netassets of £216,710). RAM Media Limited Federation Internationale des Associations de Footballeurs Professionnels("FIFPro") On 7 February 2006 RAM announced that RAM Media had signed an agreement with theGreek Government to hold the FIFPro event in Athens in November 2006 and thatthe Company expected to derive significant revenues for the 2006 event, expectedto be in the order of €4m. Unfortunately on 2 November 2006 it was announced that the event in Athens wouldno longer be taking place. RAM hopes that the Awards will still be presented tothe respective winners locally and the fact that there is no Awards Event thisyear will in no way diminish the prestige associated with these Awards. RAM Media is now working with its legal advisers, Harbottle & Lewis, toascertain its rights and remedies under its contract. The intention is to nowpursue a claim against the Greek Ministry of Culture for damages, which RAMMedia's legal advisers believe has a good chance of success. The Greek Ministry of Culture ("MoC") have threatened a possible counter claimagainst RAM Media Limited. However at the time of publication of these financialstatements no counter claim has been received nor any communication from anylegal representatives appointed by the MOC. It is the opinion of the Board andthe Company's legal advisers that an action by the Greek MoC for recovery ofdamages would not have good prospects of success. Parallel Media Group plc ('PMG') On 9 August 2005, the Company announced that it had agreed to invest in ParallelMedia Group plc ('PMG'). PMG owns long term commercial rights to stage professional golf championships inthe Far East and other territories, including the prestigious UBS sponsored HongKong Open. PMG is listed on the Alternative Investment Market (EPIC code: PAA). RAM has invested £375,000 in PMG in the form of a convertible loan which has nowbeen fully converted into 33,199,558 PMG shares. This equates to a cost pershare of 1.13 pence. At the quoted bid price of 1.25p at close of business on 28November 2006 the value of these shares was £414,994. In order to finance the investment the Directors made a convertible loan to RAMof £375,000. This loan can be converted into RAM shares or repaid up until 31December 2006. The price of conversion is 45p. The Company's Nominated Adviser, Beaumont Cornish Limited, opined that the termsof the transaction were fair and reasonable insofar as the Company'sshareholders are concerned. As at 30 November 2006 no loan stock had been redeemed or converted. European Golf Resorts On 18 August 2005 RAM announced that it had reached an in-principle jointventure agreement with Parallel Media Group plc (PMG). The proposed jointventure would aim to create and develop championship golf courses incorporatingresidential and resort style living in Eastern Europe, Latin America and theCaribbean. RAM would focus on locating suitable property sites for the planning anddevelopment of future golf courses, while PMG's role would be to source, andwhere relevant, promote professional golf tournaments to be staged at thesevenues. Divedome Limited This company and project is now dormant and the Board feel it prudent toacknowledge this by writing off the inter-company debt between the holdingcompany, RAM Investment Group plc and its subsidiary, Divedome Limited. Thiswrite-off is reflected in the individual accounts of the companies but does notaffect the Group's financial statements. The write-off amounts to £276,678. Appointment of Broker On 1 August 2005 RAM appointed HB-corporate as broker to the Company. Future Prospects RAM Investment Group is currently considering a variety of investmentopportunities and announcements will follow in due course. Edward AdamsChairman RAM INVESTMENT GROUP PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 2006 2006 2005 Notes £ £ Turnover 2 100,000 - Cost of sales (268,957) - Gross loss (168,957) - Administrative expenses (246,530) (163,535)Exceptional itemsFIFPro contract set up - (282,164)costsDivedome project costs - (280,404) (246,530) (726,103) Loss on ordinary (415,487) (726,103)activities before interest Other interest receivable 4 2,504 14,569and similar incomeInterest payable and 5 (13,719) (1,015)similar charges Loss on ordinary activities before taxation (426,702) (712,549) Tax on profit/(loss) on 6 - -ordinary activities Loss on ordinary (426,702) (712,549)activities after taxationEquity minority interests - - Retained loss for the year 12 (426,702) (712,549) Loss per share Basic and diluted profit/(loss) per share 17 (7.5)p (13.6)p The profit and loss account has been prepared on the basis that all operationsare continuing operations. There are no recognised gains and losses other than those passing through theprofit and loss account. RAM INVESTMENT GROUP PLC BALANCE SHEETS AS AT 31 MAY 2006 Group Company 2006 2005 2006 2005 £ £ £ £Fixed assetsOfficeequipment 7 3,600 - 3,600 -Investments 8 375,000 - 375,177 102 378,600 - 378,777 102 CurrentassetsDebtors 9 2,846 279,591 453,494 842,157Cash at bankin hand 12,660 284,324 12,660 284,324 15,506 563,915 466,154 1,126,481 Creditors:amountsfalling duewithin oneyear 10 (604,073) (347,205) (644,192) (457,611) Net current(liabilities)/assets (588,567) 216,710 (178,038) 668,870 Net(liabilities)/assets (209,967) 216,710 200,739 668,972 Capital andreservesCalled upshare capital 11 10,040,226 10,040,226 10,040,226 10,040,226Share premiumaccount 13 11,372,145 11,372,145 11,372,145 11,372,145Profit andloss account 13 (21,622,363) (21,195,661) (21,211,632) (20,743,399) Equityshareholders'funds (209,992) 216,710 200,739 668,972Minorityinterest -equity 14 25 - - - Equityshareholders'funds (209,967) 216,710 200,739 668,972 The financial statements were approved by the Board on 30 November 2006. B E AdamsDirector RAM INVESTMENT GROUP PLC CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2006 2006 2005 £ £ £ £Net cash inflow/(outflow) from operatingactivities (260,838) 559,441 Returns on investments andservicing of financeInterest received 2,504 14,569Interest paid (1,488) (1,015) Net cash inflow for returns oninvestments and 1,016 13,554servicing of finance TaxationUK corporation tax paid - (26,109) - (26,109) Net cash inflow/(outflow) before (259,822) 546,886financing Investing activitiesPurchase of office equipment (4,760) -Investment in Parallel Media (375,000) -Group plc (379,760) - FinancingIssue of ordinary share capital - 504,503Other new short term loans 375,000 25,765Repayment of other short term (7,082) (842,134)loans Net cash inflow/(outflow) from 367,918 (311,866)financing (Decrease)/increase in cash in (271,664) 235,020the year RAM INVESTMENT GROUP PLC NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2006 1. Reconciliation of operating profit/(loss) to net cash outflow from operatingactivities 2006 2005 £ £ Operating profit/(loss) (415,489) (726,103) Depreciation of tangible assets 1,160 - (Increase)/decrease in debtors 276,772 8,603,711 Increase/(decrease) in creditors within one year (123,281) (7,318,167) Net cash inflow/(outflow) from operating activities (260,838) 559,441 2. Analysis of net (debt) / funds 1 June Cash flow Other 31 May 2005 non-cash 2006 changes £ £ £ £ Net cash: Cash at bank and in hand 284,324 (271,664) - 12,660 Debt: Debts falling due within one (25,765) (380,149) - (405,914) year Net funds/(debt) 258,559 (651,813) - (393,254) 3. Reconciliation of net cash flow to movement in net (debt)/funds 2006 2005 £ £ Increase/(decrease) in cash in (271,664) 235,020 the year Cash (inflow)/outflow from (increase)/decrease in debt (380,149) 816,369 Movement in net (debt)/funds in the year (651,813) 1,051,389 Opening net funds/(debt) 258,559 (792,830) Closing net (debt)/funds (393,254) 258,559 RAM INVESTMENT GROUP PLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2006 1. Accounting policies The financial statements have been prepared under the historical cost conventionand in accordance with applicable accounting standards. The following principal accounting policies have been applied: TurnoverTurnover represents amounts receivable for goods and services net of VAT andtrade discounts. Basis of consolidationThe consolidated profit and loss account and balance sheet include the financialstatements of the Company and its subsidiary undertakings made up to 31 May2006. Intra-group sales and profits are eliminated fully on consolidation. Company profit and loss accountThe Company has taken advantage of the exemption allowed under Section 230 ofthe Companies Act 1985 and has not presented its own profit and loss account inthese financial statements. Tangible fixed assetsTangible fixed assets are stated at cost or valuation less depreciation.Depreciation is provided at rates calculated to write off the cost or valuationless estimated residual value of each asset over its expected useful life asfollows: Fixtures, fittings & equipment 25% straight line basis Treatment of set up costsThe company writes off all initial project costs in the year in which theyincurred. InvestmentsFixed asset investments are stated at cost less provision for diminution ofvalue. Deferred taxDeferred tax is provided in full in respect of taxation deferred by timingdifferences between the treatment of certain items for taxation and accountingpurposes, unless the tax deferred will not crystallise in the foreseeablefuture. Financial InstrumentsFRS 26 requires the classification of financial instruments into separatecategories for which the accounting requirement is different. RAM has classifiedits financial instruments as follows: • Fixed deposits, principally comprising funds held with banks and otherfinancial institutions and trade receivables, are classified as loans andreceivables. • Investments (other than interests in joint ventures and fixed deposits) andshort-term deposits (other than fixed deposits) are classified as available forsale. • Borrowings and trade payables are classified as other liabilities. Financial instruments are initially measured at fair value. Their subsequentmeasurement depends on their classification: • Loans and receivables and other liabilities are held at amortised cost. • Available for sale assets are held at fair value. • Foreign exchange gains and losses arising on transactions are recognised inthe income statement. 2. Turnover and segmental analysis 2006 2005 Class of business £ £ Property trading - - Rights licence fee 100,000 - 100,000 - 3. Operating loss 2006 2005 £ £ Operating loss is stated after charging: Depreciation of tangible assets 1,160 - Auditors' remuneration 10,000 8,000 Remuneration of auditors for non-audit work - 4,120 4. Interest receivable 2006 2005 £ £ Bank interest 2,504 14,569 5. Interest payable 2006 2005 £ £ On bank loans and overdrafts 1,488 1,015 On convertible loan stock 12,231 - 6. Taxation 2006 2005 £ £ Domestic current year tax U.K. corporation tax - - Current tax charge - - 7. Tangible fixed assets Group Company Office equipment £ £ Cost At 1 June 2005 - - Additions 4,760 4,760 At 31 May 2006 4,760 4,760 Depreciation At 1 June 2005 - - Charge for year 1,160 1,160 At 31 May 2006 1,160 1,160 Net book value At 31 May 2006 3,600 3,600 At 31 May 2005 - - 8. Fixed asset investments Parallel Media Group Group plc Cost £ At 1 June 2005 - Additions 375,000 At 31 May 2006 375,000 On 9 August 2005 RAM invested £375,000 in Parallel Media Group plc in the formof a secured convertible loan facility. The loan was converted into 33,199,558ordinary shares in Parallel Media Group plc on 3 October 2006. The market valueof these shares is £414,994 based on the quoted bid price of 1.25p at close ofbusiness on 28 November 2006. Shares in Group Company undertakings Cost £ At 1 June 2005 102 Additions 375,075 At 31 May 2006 375,177 At 31 May 2005 102 8. Fixed asset investments (continued) The Company holds more than 20 percent of the ordinary share capital of the following companies: Company Country of Percentage shareholding incorporation of ordinary shares Principal activity Fullwork Limited UK 100% Property and Investment company Divedome Limited UK 100% Property and Leisure company RAM Media Limited UK 100% Media rights exploitation European Golf Resorts Limited UK 75% Property & Leisure Development European Golf Resorts Limited was incorporated on 7 February 2006 and has nottraded since that date. Fullwork Limited and Divedome Limited did not tradeduring the year. 9. Debtors Group Company 2006 2005 2006 2005 £ £ £ £ Other debtors 2,846 5,634 2,821 5,634 Amounts owed by group undertakings - - 450,673 836,523 Prepayments and accrued income - 273,957 - - 2,846 279,591 453,494 842,157 10. Creditors: amounts falling due within one year Group Company 2006 2005 2006 2005 £ £ £ £ Bank loans and overdrafts 18,683 25,765 18,683 25,765 Trade creditors 72,076 238,440 61,863 238,440 Amounts owed to subsidiaries - - 110,481 110,406 Accruals 112,000 83,000 52,000 83,000 Other creditors 14,083 - 13,934 - Convertible loan stock 387,231 - 387,231 - 604,073 347,205 644,192 457,611 Debt due within one year 387,231 - 387,231 - On 8 August 2005 Nicholas Lebetkin, Laurence Selman and Edward Adams, theDirectors of RAM made a loan to RAM of £375,000 in the form of a convertibleunsecured loan stock instrument. Interest on the loan stock accrues at LIBORplus a margin of 3% on the principal amount of the loan outstanding. Theconversion price of the loan stock is 45p, which corresponds to 833,333 shares. 10. Creditors: amounts falling due within one year (continued) The principal amount of the loan not previously converted or repaid will berepaid at par on 31 December 2006 provided that the Board, acting reasonably andin the best interests of the Company, has formed the opinion that, as regardsthe Company's initial situation immediately following that date, there will beno ground on which the Company could then be found to be unable to pay its debtsand that the Company will be able to pay its debts as they fall due during the12 month period immediately following that date and has resolved to repay suchamount accordingly. If the Board does not resolve to approve the repayment ofsuch amount then the amount of Stock that would otherwise have been repaid toeach Stockholder shall be converted into Ordinary Share Capital of the Company. As at 31 May 2006 interest of £12,231 had accrued on the loan stock. A Stockholder who wishes to redeem Stock and/or convert Stock may only redeemand/or convert in aggregate the following proportions of his outstanding balanceof Stock in the following Interest Periods: Interest Period Aggregate proportion of outstanding Stock01 January 2006 - 31 March 2006 25%01 April 2006 - 30 June 2006 50%01 July 2006 - 30 September 2006 75%01 October 2006 - 31 December 2006 100% As at 30 November 2006 no loan stock had been redeemed or converted. Interest rate profileShort-term debtors and creditors have been excluded from the followingdisclosures. The interest rate profile of the Group's liabilities, which are all denominatedin sterling and due in less than one year, was as follows: Weighted average interest rate 2006 2005 £ £Convertible loans 7.8% 375,000 - 11. Share capital 2006 2005 £ £ Authorised 8,372,750 Ordinary Shares of 1p each 83,727 83,727 112,275,000 Deferred Shares of 9.99p each 11,216,273 11,216,273 11,300,000 11,300,000 Allotted, called up and fully paid 5,677,900 Ordinary Shares of 1p each 56,779 56,779 99,934,398 Deferred Shares of 9.99p each 9,983,447 9,983,447 10,040,226 10,040,226 11. Share capital (continued) The Deferred Shares have rights which provide holders with negligible value andholders have no right to receive notice of or to attend or vote at any generalmeeting of the Company. The Deferred Shares have not been admitted to trading onAIM. The Directors are generally and unconditionally authorised for the purposes ofSection 80 of the Companies Act 1985 to allot relevant securities up to anaggregate nominal value of £73,734 such authority expiring on 8 June 2008,unless revoked or renewed before that date. The Directors are also empowered,pursuant to Section 95 of the Companies Act 1985 to allot equity securities(within the meaning of Section 94 (2) of the Companies Act 1985) for cash as ifSection 89 (1) of the Companies Act did not apply to such allotment for thepurposes of equity securities up to an aggregate nominal amount of £73,734 suchauthority expiring on 8 June 2008, unless revoked or renewed before that date. 12. Reconciliation of movements in shareholder's funds Group Company 2006 2005 2006 2005 £ £ £ £ Profit/(Loss) for the financial year (426,702) (712,549) (468,233) (148,981) Proceeds from issue of shares - 504,503 - 504,503 Net increase / decrease in shareholders' funds (426,702) (208,046) (468,233) 355,522 Opening shareholders' funds 216,710 424,756 668,972 313,450 Closing shareholders' funds (209,992) 216,710 200,739 668,972 13. Reserves Group Share premium account Profit and loss account Total £ £ £ Balance at 1 June 2005 11,372,145 (21,195,661) (9,823,516) Retained loss for the year - (426,702) (426,702) Balance at 31 May 2006 11,372,145 (21,622,363) (10,250,218) Company Share premium account Profit and loss account Total £ £ £ Balance at 1 June 2005 11,372,145 (20,743,399) (9,371,254) Retained loss for the year - (468,233) (468,233) Balance at 31 May 2006 11,372,145 (21,211,632) (9,839,487) 14. Minority interests 2006 £ At 1 June 2005 - Changes during the year 25 At 31 May 2006 25 15. Directors' emoluments The Directors were paid £0 (2005 - £0) in emoluments in the year. The number of directors for whom retirement benefits are accruing under defined benefit schemes amounted to 0 (2005 - 0). 16. Employees Number of employees There were no employees during the year apart from the Directors. Employment costs There were no wages and salaries paid during the year. 17. Loss per share Loss per Ordinary Share is calculated by dividing the loss attributable to shareholders by the weighted average number of shares in issue during the year. 2005 2005 £ £ Loss attributable to shareholders (426,704) (712,549) Weighted average number of shares 5,677,900 5,224,347 Loss per Ordinary Share - basic and diluted (7.5)p (13.6)p Diluted loss per share is calculated on the same basis as basic loss per share because the effect of the potential ordinary shares (convertible loans) reduces the net loss per share and is therefore anti-dilutive. 18. Related party transactions During the year Ram Investment Group plc paid £9,442 (2005 - £500) for sharedoffice rental and facilities to Towntalk Limited, a company in which N SLebetkin and L Selman are Directors and shareholders. Included within OtherCreditors are amounts owed to Towntalk Limited of £9,412 and L Selman of £4,671. 19. Control The Company is controlled by B E Adams, N S Lebekin and L Selman, who togethercontrol at least 70 per cent of the voting rights of the issued share capital ofthe Company. 20. Contingent liabilities The Greek Ministry of Culture ("MoC") have threatened a possible claim againstRAM Media Limited. However at the time of publication of these financialstatements no claim has been received nor any communication from any legalrepresentatives appointed by the MOC. It is the opinion of the Board and theCompany's legal advisers that an action by the Greek MoC for recovery of damageswould not have good prospects of success. The cancellation of the FIFPro event may result in further claims against RAMMedia Limited which, in the opinion of the Directors cannot be quantified atthis time. 21. Post balance sheet events RAM Media Limited RAM Media Limited has received 1.2m euros of the 4m euros it was due under thecontract with the Greek Ministry of Culture, for the purpose of putting on theintended event. After payment of some of the costs relating to the aborted eventRAM Media has committed the remaining funds to pursue its claim against the MOCfor damages for breach of contract. Parallel Media Group plcOn 9 August 2005 RAM invested £375,000 in Parallel Media Group plc in the formof a secured convertible loan facility. The loan was converted into 33,199,558 ordinary shares in Parallel Media Groupplc on 3 October 2006. The market value of these shares is £414,994 based on the quoted bid price of1.25p on 28 November 2006. Note to the announcement: The Report and Accounts have been posted to shareholders and are available, freeof charge, for one month from: 2nd Floor Supreme House, 300 Regents Park Road,London N3 2TL NOTICE IS HEREBY GIVEN that the Annual General Meeting of Investment Group plc(the "Company") will be held at 2nd Floor, Supreme House, 300 Regents Park Road,London, N3 2TL at 11.00 am on 10 January 2007 for the following purposes: 1. To receive and adopt the Report of the Directors and the FinancialStatements for the year ended 31 May 2006. 2. To re-elect Mr Edward Adams, who retires by rotation, as a Director ofthe Company. 3. To reappoint Newman Peters, Chartered Accountants, as auditors of theCompany and to hold office until the conclusion of the next general meeting atwhich accounts are laid before the Company, and to authorise the Directors tofix their remuneration. Dated: 30 November 2006 By Order of the Board Iain Manley Secretary Registered Office:Level 2, Saltire Court,20 Castle TerraceEdinburgh EH1 2ET Notes: 1. A member who is entitled to attend and vote at the above meeting mayappoint one or more proxies to attend and, on a poll, to vote on his behalf. Aproxy need not be a member of the Company. Appointment of a proxy will notpreclude a member from attending and/or voting in person at the meeting. A formof proxy for use at the meeting is enclosed and, if used, should be lodgedtogether with any power of attorney or other authority (if any) under which itis signed (or an extract from the Books of Council and Session or a notariallycertified copy or a copy certified in accordance with the Powers of Attorney Act1971 of such power or authority) at the address stated thereon, so as to bereceived not less than 48 hours before the time of the meeting. 2. There are no Directors' service contracts. 3. The Company, pursuant to Regulation 41 of the UncertificatedSecurities Regulations 2001, hereby specifies that only those shareholdersregistered on the Register of Members of the Company as at 11.00 am on 8 January2007 shall be entitled to attend or vote at the meeting in respect of sharesregistered in their name at the time. Changes to entries on the relevantRegister of Members after 11.00 am on 8 January 2007 shall be disregarded indetermining the rights of any person to attend or vote at the meeting,notwithstanding any provisions in any enactment, the articles of association ofthe Company or other instrument to the contrary. 4. The Register of Directors' Interests will be available for inspectionat the commencement of the Annual General Meeting and remain open and accessibleduring the continuance of the meeting to any person attending the meeting. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
RAM.L