Final Results

30th Sep 2009 07:00



MeDaVinci plc

("MeDaVinci" or the "Company")

Announcement of Results for the year ended 31 March 2009

Chairman's Statement

I am pleased to report on our results for the year ended 31 March 2009. The loss before tax for the year under review was £5,207,000 compared to £171,000 in the corresponding period last year. 

During the period, the board had to undertake a comprehensive review of the carrying value of the investments triggered by concerns over the underlying trading performance and financial position of the respective investee companies. Following this process, the directors have had to recognise full impairment provisions against the carrying values of the loans and investments relating to both Demecal and Ergodynamics. In the coming months however all efforts will be made to recover the outstanding loan finance given to these companies.

During the year, the company made a payment in cash to its wholly owned subsidiary MeDaVinci Healthcare Services BV of £465,000. As at the balance sheet date this cash is not in the subsidiary's bank account. £513,000 is believed to have been invested in ErgoDynamics Participations BV. Due to the change in management in the group it is, at the date of approval of these financial statements, proving difficult to substantiate the exact purpose that the funds were used for. In preparing the financial statements the cash payment has been treated as an additional advance to ErgoDynamics Participations BV, which, as discussed earlier, was considered to have been impaired at the balance sheet date. The consequence of this has led to our independent auditors qualifying their audit opinion on the grounds of a limitation of scope due to the lack of records available to enable them and us to confirm the accounting treatment is appropriate. Regardless of the impact on the audit report, management are continuing to investigate this transaction to establish for certain what the funds were used for.

 

The third investment that MeDaVinci plc made in 2006 was Emotion Fitness, a health and fitness business based in the town of Veszprem in Hungary. Emotion Fitness currently operates a successful gymnasium from a freehold property which it owns outright. After careful evaluation we believe that this business is robust and hence there is no impairment in the carrying value of MeDaVinci plc's 49% stake in Emotion Fitness. We are currently looking at opportunities to sell and lease back the freehold property thus freeing up cash which will be used to repay the loan note in full back to MeDaVinci plc.

Subsequent to the year end it was agreed that in order to secure the future of MeDaVinci plc, a rescue fund raising would have to be undertaken whilst the Company was evaluating its various investments. As a result, in July 2009 we successfully raised £421,540 before expenses, giving the Company sufficient working capital to continue its investigation into its interests and to look for other opportunities to generate growth for the Company.

The first phase of review has now been completed and over the coming months we will be looking to further simplify the corporate structure of the Group whilst seeking to recover as much liquidity from its investments as possible. The Board will also concentrate on working with the management of Emotion Fitness to improve the yield on the gymnasium business so that a profitable and viable operation in a growing market can be attained. Other investment opportunities will then be looked at in order to enhance shareholder value.

Adam Reynolds

Chairman

29 September 2009

For Further Information please contact:

Medavinci Plc

Adam Reynolds Tel: +44 (0) 270 245 1100

Paul Foulger 

Zeus Capital Limited

Ross Andrews Tel +44 (0)161 831 1512

Independent auditors' report to the shareholders of MeDaVinci PLC

We have audited the group and parent company financial statements (the ''financial statements'') of MeDaVinci PLC for the year ended 31 March 2009 which comprise the consolidated and company balance sheets, the consolidated income statement, the consolidated statement of recognised income and expense, the consolidated cash flow statement and the related notes. These financial statements have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditors

The directors' responsibilities for preparing the group financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and for preparing the parent company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors' responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in accordance with the Companies Act 1985 and whether the information given in the directors' report is consistent with those financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.

We read other information contained in the annual report, and consider whether it is consistent with the audited financial statements. This other information comprises only the directors' report, the chairman's statement, and the statement of directors' responsibilities. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Our report has been prepared pursuant to the requirements of the Companies Act 1985 and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of the Companies Act 1985 or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board, except that the scope of our work was limited as explained below.

An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's and company's circumstances, consistently applied and adequately disclosed.

We planned our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. However, with respect to an impairment charge of £513,000, arising from an increase in the loans to associates during the year and considered irrecoverable by the Directors, the evidence available to us was limited because we could not verify the existence of the initial receivable. Owing to the nature of the group's and company's records, we were unable to obtain sufficient appropriate evidence to support the additional investment being made and the impairment charge.

In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Qualified opinion arising from limitation on audit scope

Except for the financial effect of such adjustments, if any, that might have been determined to be necessary had we been able to satisfy ourselves as to the additional investment in associates during the year, in our opinion:

• the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the group's affairs as at 31 March 2009 and of its loss for the year then ended;

• the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the parent company's affairs as at 31 March 2009;

• the financial statements have been properly prepared in accordance with the Companies Act 1985; 

In respect solely of the limitation on our work relating to the additional investment in associates during the year and the impairment charge:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether proper accounting records have been maintained.

In our opinion the information given in the directors' report is consistent with the financial statements.

BDO Stoy Hayward LLP

Chartered Accountants and Registered Auditors 

London

Date 29 September 2009

CONSOLIDATED BALANCE SHEET

FOR THE YEAR ENDED 31 MARCH 2009

	Notes	31 March 2009 £'000		31 March 2008 £'000
Assets
Non-current assets
Property, plant and equipment	1	-		8
Investments in associates	2	350		3,306
Available for sale financial assets	3	-		40
Loans to associates	4	411		1,209
Derivative financial instruments- Conversion rights	5	29		509
		790		5,072
Current assets
Trade and other receivables	6	14		106
Cash and cash equivalents	7	117		730
		131		836
Total assets		921		5,908
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital	9	736		736
Other reserves	9	5,536		5,418
Retained earnings	9	(5,598)		(391)
Total equity		674		5,763
Current liabilities
Trade and other payables	10	247		135
Current tax payable		-		10
Total liabilities		247		145
Total equity and liabilities		921		5,908

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 MARCH 2009

	Notes	Year ended 31 March 2009 £'000		Year ended 31 March 2008 £'000
Revenue		-		-
Cost of sales		-		-
Gross profit		-		-
- Recurring administrative expenses		(307)		(257)
- Impairment of investments		(3,430)		-
- Impairment of receivables		(1,611)		-
Administrative expenses		(5,348)		(257)
Finance income - bank interest		10		22
- interest on loan to associates		150		58
- foreign exchange gains		150		-
- change in fair value of derivatives		-		161
Finance expense - change in fair value of derivatives		(95)		-
Share of post tax loss of associates	2	(74)		(155)
Loss before taxation	11	(5,207)		(171)
Income tax expense	12	-		(2)
Loss for the year	9	(5,207)		(173)
Earnings per share
Basic and diluted	13	(7.1p)		(0.3p)

CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE

FOR THE YEAR ENDED 31 MARCH 2009

	Notes	Year ended 31 March 2009 £'000		Year ended 31 March 2008 £'000
Net exchange differences on translating foreign operations	9	118		584
Net income recognised directly in equity		118		584
Loss for the year		(5,207)		(173)
Total recognised income and expense for the year		(5,089)		411
Attributable to equity holders of the parent		(5,089)		411

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2009

	Notes	2009 £'000		2008 £'000
Cash flows from operating activities
Cash generated from operations		(110)		(82)
Interest received		10		22
Net cash flow from operating activities		(100)		(60)
Cash flows from investing activities
Acquisition of investments		-		(106)
Purchase of property, plant and equipment Increase in loans to associates	1	- (513)		(8) (957)
Net cash flow from investing activities		(513)		(1,071)
Cash flows from financing activities
Proceeds from issue of equity instruments		-		969
Net cash flow from financing activities		-		969
Net decrease in cash and cash equivalents		(613)		(162)
Cash and cash equivalents at beginning of the year		730		892
Cash and cash equivalents at end of the year	7	117		730

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR TEH YEAR ENDED 31 MARCH 2009

ACCOUNTING POLICIES

MeDaVinci plc is a public limited liability company governed by UK law, established in the UK and listed on the Alternative Investment Market (AIM). The company's registered office is in the UK. Its office address is 14 Kinnerton Place South, London, SW1X 8EH.

The principal accounting policies adopted in the preparation of these financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations endorsed by the European Union (EU) and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. 

The consolidated financial statements have been prepared under the historical cost convention, as modified by the measurement at fair value of available-for-sale financial assets and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

Going concern

The Directors are of the opinion that the Group is a going concern on the basis that following the Company's recent fundraising, as announced on 8 July 2009, the Group has sufficient cash to meet its foreseeable working capital commitments.

Consolidation

Subsidiaries are those entities in which the group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the group controls another entity.

Subsidiaries are consolidated from the date on which control is transferred to the group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Identifiable assets required and liabilities and contingent liabilities assumed in a business contribution are measured initially at their fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the group's share of the identifiable net assets required is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired the difference is recognised directly in the income statement. Inter company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, the accounting policies of subsidiaries have been changed in order to ensure consistency with the policies adopted by the group.

Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The group's investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss 

The group's share of its associates' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group.

PROPERTY, PLANT AND EQUIPMENT

		Plant, Machinery & Equipment £'000		2009 Total £'000		Plant, Machinery & Equipment £'000		2008 Total £'000
Cost
At 1 March		9		9		1		1
Additions		-		-		8		8
31 March		9		9		9		9
Depreciation
At 31 March		1		1		-		-
Charge for the year		8		8		1		1
At 31 March		9		9		1		1
Net book value
At 31 March		-		-		8		8

 

2. INVESTMENTS IN ASSOCIATES

	2009 £'000		2008 £'000
At fair value
At 1 April	3,306		1,364
Additions	-		1,715
Share in the result	(74)		(155)
Transfer to available for sale financial assets	-		(40)
Exchange rate movement	-		422
Impairment during the year	(2,882)		-
At 31 March	350		3,306

During the year, the Directors carried out an impairment review of the Company's three investments, Demecal Europe BV, Ergodynamics Participations BV, and Emotion Fitness Mag Kft.

Demecal Europe BV:

Demecal was originally established to develop technology aimed at analysing blood samples through point-of-care services. Whilst development appeared to be progressing well last year, it become apparent prior to the year end that further substantial cash requirements were needed for the development of the business. The directors undertook a detailed review of the business including technical progress and the likelihood of raising additional funding in a difficult economic environment and concluded that such was the dependency of the future survival of the business of the ability to raise additional cash that the expected future cash flows were £nil. Consequently an impairment loss was recognised in respect of both the equity investment and the loan receivable.

Unfortunately after the year end, additional cash funding was not forthcoming and as a consequence, as announced on 26th May 2009, Demecal Europe BV was declared bankrupt in the Dutch Courts. The Board is currently awaiting the administrator's report which will show the extent of Demecal's liabilities and assets as well as details of any recoverable value from its intellectual property. The Directors believe that any distribution from the administrator is unlikely. 

The amount of impairment loss recognised in the income statement during the year is £1,752,000. 

Ergodynamics:

Ergodynamics was originally established to develop technology for the treatment and relief of back pain; although the business has now developed and commercialised a product, it is unclear whether this remains a viable venture or whether any return will be made on the Company's investment. It became apparent prior to the year end that further substantial cash requirements were needed for the development of the business. The directors undertook a detailed review of the business including technical progress and the likelihood of raising additional funding in a difficult economic environment and concluded that such was the dependency of the future survival of the business of the ability to raise additional cash that the expected future cash flows were £nil. Consequently an impairment loss was recognised in respect of both the equity investment and the loan receivable.

The amount of impairment loss recognised in the income statement during the year is £1,130,000.

During the year, the company made a payment in cash to its wholly owned subsidiary MeDaVinci Healthcare Services BV of £465,000. As at the balance sheet date this cash is not in the subsidiary's bank account and £513,000 is believed to have been invested in ErgoDynamics Participations BV. Due to the change in management in the group it is, at the date of approval of these financial statements, proving difficult to substantiate the exact purpose that the funds were used for. In preparing the financial statements the cash payment has been treated as an additional advance to ErgoDynamics Participation BV which, as discussed earlier, was considered to have been impaired at the balance sheet date.

Details of the investments held are as follows:-

	No. of ordinary shares	% Held	Carrying Value £'000	Nature of Business
ErgoDynamics Participations BV	89	49%	-	Holding company for investment in Ergodynamics Applications BV
Emotion Fitness Mag Kft	2,700	47%	350	Fitness centres
Demecal Europe BV	5,400	30%	-	Development and Selling of blood tests

The above named companies prepare their financial statements as of 31 December each year. The latest figures were for the year ended 31 December 2008 and these were used to determine the net equity value at 31 March 2009, allowing for the effect of significant transactions in the period of 31 December 2008 to 31 March 2009.

The group's share of the associates' results (after tax and minorities) and equity are as follows:

	2009 £'000		2008 £'000
Sales	88		180
Result for the year	(74)		(155)
Total assets	672		2,781
Total liabilities and obligations	(560)		(2,956)
Total equity	112		(175)

 

3.AVAILABLE FOR SALE FINANCIAL ASSETS

	2009 £'000		2008 £'000
At 1 April	40		-
Transferred from investments in associates	-		40
Impairment during the year	(40)		-
At 31 March	-		40

	No. of Shares	Type of Shares	%   Held	Cost £'000	Nature of business
MeDaVinci Development BV	25	Ordinary	5%	40	Development of innovative products in the medical industry

 

4. LOANS TO ASSOCIATES

	2009 £'000		2008 £'000
Loan to ErgoDynamics Participations BV	-		142
Loan to Emotion Fitness Mag Kft	411		318
Loan to Demecal Europe BV	-		749
At 31 March	411		1,209

Interest accrued on the loan to Emotion Fitness Mag Kft using the effective interest method is disclosed in note 16 to the consolidated financial statements. The loan can be converted into ordinary shares at any time of whole or part thereof provided that total conversion will lead to 68.68% of the outstanding share capital post conversion or any pro rata percentage thereof post conversion as a result of the partial conversion. 

Interest accrued on the loans to ErgoDynamics Participations BV and Demecal Europe BV using the effective interest method is disclosed in note 16. Following the impairment review as detailed in note 2 to the consolidated financial statements, the carrying value of these loans are £nil.

 

5. CONVERSION RIGHTS - DERIVATIVE FINANCIAL INSTRUMENTS

		2009 £'000		2008 £'000
Conversion rights		29		195
Warrants		-		314
		29		509

The conversion right is part of a zero interest convertible loan note facility of €2,500,000 (£1,981,000) whereby conversion of the full facility will lead to 68.68% of the outstanding share capital post conversion or any pro rata percentage thereof post conversion as a result of a partial conversion of Emotion Fitness Mag Kft. At balance sheet date €535,000 (£496,000) is drawn under the facility so that partial conversion will lead to 14.7% of the outstanding share capital post conversion.

Further, MeDaVinci has a convertible loan note with a conversion right on shares in Demecal Europe BV as well as warrant instruments on shares in Ergo Dynamics Participations BV. In determining the fair value of both instruments the directors have considered that there is no active market for both instruments and therefore the value of these instruments have been assessed using the Black & Scholes pricing model. 

Following the impairment review as detailed in note 2 to the consolidated financial statements, the fair value of the warrant instrument on shares in ErgoDynamics Participations BV, and the conversion right on shares in Demecal Europe BV is as a consequence £nil.

 

6. TRADE AND OTHER RECEIVABLES 

	2009 £'000		2008 £'000
Other receivables	-		4
Amounts owed by participating interests	-		88
Prepayments and accrued income	14		14
	14		106

7. CASH AND CASH EQUIVALENTS

	2009 £'000		2008 £'000
Cash at bank and in hand	117		730

8. CALLED UP SHARE CAPITAL

	2009 Numbers ('000)		2008 Numbers ('000)
Ordinary shares of 1 pence each
Authorised	500,000		100,000
Issued
At beginning of year	73,600		41,188
Issued in year	-		32,412
At end of year	73,600		73,600

 On 8 July 2009 the company issued 421,540,000 shares of 0.1 pence each. The total cash consideration received amounted to £421,540. 

9. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

	Share capital £'000		Share premium £'000		Retained earnings £'000		Foreign Currency Reserve £'000		Associates fair value reserve £'000		Total £'000
At 1 April 2007	412		2,570		(218)		10		-		2,774
Loss for the year attributable to equity shareholders	-		-		(173)		-		-		(173)
Unrealised exchange movement	-		-		-		584		-		584
Fair value adjustment on investment	-		-		-		-		(481)		(481)
Issue of shares	324		2,745		-		-		-		3,069
Transaction costs deducted from equity	-		(10)		-		-		-		(10)
Movement in year	324		2,735		(173))		584		(481)		2,989
At 31 March 2008	736		5,305		(391)		594		(481)		5,763
Loss for the year attributable to equity shareholders	-		-		(5,207)		-		-		(5,207)
Unrealised exchange movement	-		-		-		118		-		118
Fair value adjustment on investment	-		-		-		-		-		-
Issue of shares	-		-		-		-		-		-
Transaction costs deducted from equity	-		-		-		-		-		-
Movement in year	-		-		(5,207)		118		-		(5,089)
At 31 March 2009	736		5,305		(5,598)		712		(481)		674

The authorised, called up and fully paid share capital relates to 73,600,000 shares at a nominal value of 1 pence each.

The share premium reserve relates to the excess of amounts received for shares issued above the nominal value of the shares less any costs directly relating to the issue of the shares. The foreign currency reserve consists of all the translation differences as from 1 April 2006 resulting from the translation of the net investment in activities denominated in a currency other than UK sterling. These foreign exchange differences are initially recognised in this reserve. In the event of disposing of the foreign net investment in question, the related part recognised in the reserve is transferred to the income statement.

Shares forming part of the consideration for the acquisition of a subsidiary or an associate undertaking are valued at their fair value for the purposes of computing acquisition cost and goodwill under IFRS 3 - Business Combinations and IAS 28 - Investments in Associates. By contrast, the value of the share premiums arising on the shares issued, for the purposes of section 130 of the Companies Act 1985, is based on the value to the issuing company of the consideration it has received. Where these values are different the premiums are disregarded, the cost of investment in the parent company's books will be different from the cost of acquisition for the purposes of IFRS 3 and IAS 28 respectively.  As the difference should form a separate element of consolidated reserves, and does not form part of goodwill it is recognised in the associate's fair value reserve in equity.

The retained earnings reserve relates to the cumulative result since incorporation plus any results of acquisitions from the date of the particular acquisition.

10. TRADE AND OTHER PAYABLES

	2009 £'000		2008 £'000
Trade creditors	113		79
Other creditors	22		1
Accruals	112		55
	247		135

 

11. LOSS BEFORE TAXATION

	2009 £'000	2008 £'000
The following items have been included in arriving at loss before taxation:
Services provided by the Group's auditors
Group audit fees and expenses - statutory audit	17	25
Other services	-	8
Foreign exchange gains and losses	150	110

12. TAXATION

	2009 £'000		2008 £'000
Current tax	-		2
Deferred tax	-		-
Taxation	-		2

Factors affecting the tax charge for the period

	2009 £'000		2008 £'000
Loss before tax	(5,207)		(171)
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 28% (2008: 30%)	(1,458)		(51)
Effects of:
Overseas taxation	-		-
Current tax losses not utilised	1,458		53
Total taxation	-		2

There is a potential deferred tax asset of £1,458,000 (2008:£99,000) relating to the cumulative tax losses totalling £5,559,000 (2008:£352,000) carried forward. The deferred tax asset is not provided for as the directors are uncertain when the group will generate sufficient profits for the losses to be offset against.

 

13. EARNINGS PER SHARE

Basic

Basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year.

	2009 £'000		2008 £'000
Loss attributable to equity holders of the company	(5,207)		(173)
Weighted average number of ordinary shares in issue (thousands)	73,600		56,441
Basic earnings per share (pence)	(7.1)		(0.3)

Diluted

The Group had no dilutive potential ordinary shares in either year, which would serve to increase the loss per ordinary share. Therefore, there is no difference between the loss per ordinary share and the diluted loss per ordinary share.

 

14. POST BALANCE SHEET EVENTS

On 26 May 2009 the nominal value of each share was reduced from 1 pence to 0.1 pence. Following this, the Group's Ordinary Share capital comprises 73,600,000 Ordinary shares of nominal value 0.1 pence each and 73,600,000 deferred shares of 0.9 pence each.

 On 8 July 2009 the company issued 421,540,000 shares of 0.1 pence each. The total cash consideration received amounted to £421,540. 

As stated in note 2 to the consolidated financial statements, on 26th May 2009, Demecal Europe BV was declared bankrupt in the Dutch Courts.

 

15. ANNUAL GENERAL MEETING

In accordance with Rules 20 and 26 of the AIM Rules for Companies, the Annual Report for the year ended 31 March 2009 and notice of annual general meeting have been sent to shareholders today and are available for download from the Company's website The Company's Annual General meeting will be held at 11.00 am on 29 October 2009 at the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP.

ENDFR BRGDCRDDGGCC

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