28th Nov 2008 17:00
For Immediate Release
28 November 2008
RAM INVESTMENT GROUP PLC
("RAM" or the "Company")
Audited results for the year to 31 May 2008
CHAIRMAN'S STATEMENT
Results
The results for the year to 31 May 2008 for RAM Investment Group PLC ('RAM') show a loss on ordinary activities before taxation of £714,652 (2007 - loss of £70,435). As at 31 May 2008 RAM had net liabilities of £474,043 (2007 - net assets of £240,634).
RAM Media Limited
As detailed in previous reports the Company's wholly owned subsidiary RAM Media Ltd has been involved in litigation with the Greek Ministry of Culture since December 2006. The trial has recently been concluded and on 31 July 2008 Mr Justice Tugendhat handed down judgment in favour of Ram Media.
Damages were awarded to Ram Media in the sum of €2.4 million plus interest and costs. The Ministry was refused permission to appeal by the trial judge but has made an application to the Court of Appeal. A copy of the judgment can be found at
http://www.bailii.org/ew/cases/EWHC/QB/2008/1835.html.
In order to protect Ram Media from creditors whilst the litigation was ongoing the Directors appointed Malcolm Cohen and Tony Nygate of BDO Stoy Hayward LLP as administrators in May 2007. In accordance with insolvency legislation the Administration automatically came to an end on 3 November 2008. Therefore the Company will now exit the Administration by way of a Creditors' Voluntary Liquidation.
The financial outcome to Ram Investment Group PLC as the parent of Ram Media Ltd is currently difficult to quantify, as it will depend on the level of irrecoverable legal costs in the litigation and the level of creditors' claims as adjudicated by the administrators.
The Company confirms that the Greek Ministry lodged an appeal on 4 September 2008 and this is now being considered by the Court of Appeal. If permission is granted, the matter will go forward to an appeal hearing which will hopefully take place before the end of June 2009. If permission is refused the judgement will become final.
The Directors expect to be able to make further announcements in due course.
Parallel Media Group plc ('PMG')
The Company owns 33,196,000 issued ordinary shares of Parallel Media Group Plc. On 24 November 2008 at a quoted closing price of 0.15p, the market value of these shares was £49,794, against a purchase cost of £375,000.
Proposed disposal
RAM has entered into a conditional agreement to dispose of 33,196,000 ordinary shares in PMG to Allied Trust Company Limited (a company acting as trustee of the Asvatta Trust, a trust of which BE Adams, a Director of the Company, is the primary beneficiary) and the two former Directors, Nicholas Lebetkin and Laurence Selman (the "Purchasers") in consideration for the extinguishment of the £375,000 principal amount and all accrued interest under the £375,000 secured loan facility granted by the Purchasers to the Company pursuant to a loan facility agreement dated 31 December 2006 between the Purchasers and the Company (the "Loan Facility") and the consequential discharge of the debenture granted in favour of the Purchasers. In addition, the Purchasers will be given options over 10% of the enlarged issued share capital. The enlarged issued share capital will be based on that outstanding prior to the issue of the circular to shareholders seeking approval for a reverse transaction under Rule 14 of the AIM Rules ("RTO") in due course or the first anniversary of completion of the Agreement, whichever is the sooner to occur. The Purchasers will also have the right to participate in part of the possible proceeds received by RAM Media and made available to the Company as a result of RAM Media's legal claim against the Greek Ministry of Culture up to a maximum of £100,000.
Following the Disposal the Company will be classified under the AIM Rules as an investing company. Accordingly its new Investment Strategy is set out below.
New Directors
As part of its new strategy the Company has appointed two new Directors.
Tim Baldwin (Executive Chairman) is a highly experienced financier in the UK, with a successful 20 year career in the London financial markets. Tim has been responsible for the flotation, acquisition and fund raising for a range of companies within many sectors of the UK quoted market. Tim has specialist knowledge of the oil and gas sector. His career includes Head of Smaller Companies Research and Director of Institutional Stock-broking at Greig Middleton and institutional salesman/corporate broker at both Investec Securities and Canaccord Capital.
Mark Callaway (Executive/ Finance Director) has a long track record in oil and gas including a 25 year international career with Shell, where he was the Chief Financial Officer for the famous Kazakhstan Caspian Sea discovery, Kashagan. Subsequently he was a Vice President with Nelson Resources in Kazakhstan, and CFO of FirstAfrica Oil Plc in London and more recently has been CFO of Elko Energy Inc, a private Canadian company.
Investment Strategy
RAM's proposed strategy is to acquire companies and/or assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders. The Company will be an active investor.
Such investments may result in RAM acquiring the whole or part of a company or project. RAM's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.
The Directors believe that their broad collective experience in the areas of acquisitions, accounting, corporate and financial management together with the opinion of consultant experts will assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its objectives. Internationally recognised competent persons will be commissioned to prepare reports on the projects being considered by the Company, where the directors consider it necessary. The Directors may undertake the initial project assessments themselves with additional independent technical advice as required.
There is no limit on the number of projects into which the Company may invest, and the Company will consider possible opportunities anywhere in the World. The Directors are currently reviewing investment and acquisition opportunities in line with RAM's strategy.
Website
RAM Investment Group's website, which contains the information required to be disclosed pursuant to Aim Rule 26, may be found at www.raminvestmentgroup.co.uk.
T Baldwin
Chairman
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MAY 2008
|
2008 |
2007 |
|||||
|
Note |
£ |
£ |
||||
|
Continuing operations |
|
|||||
|
Administrative expenses |
(173,064) |
(144,474) |
||||
|
Write off of intra-Group debt |
- |
(108,466) |
||||
|
Operating Loss |
(173,064) |
(252,940) |
||||
|
Finance income |
5 |
4,766 |
7,188 |
|||
|
Net change in fair value of available-for-sale financial assets |
10 |
(514,600) |
205,992 |
|||
|
Finance expense |
5 |
(31,754) |
(30,675) |
|||
|
Net finance (expense)/income |
(541,588) |
182,505 |
||||
|
Loss before income tax |
(714,652) |
(70,435) |
||||
|
Income tax expense |
6 |
- |
- |
|||
|
Loss for the year from continuing operations |
(714,652) |
(70,435) |
||||
|
Discontinued operations |
||||||
|
Loss for the year from discontinued operations |
3 |
- |
- |
|||
|
Loss for the year |
(714,652) |
(70,435) |
||||
|
Loss per share |
||||||
|
Basic and diluted loss per share |
18 |
|||||
|
From continuing operations |
(12.6)p |
(1.2)p |
||||
|
From discontinued operations |
- |
- |
||||
|
The notes on pages 14 to 22 are an integral part of these consolidated financial statements. |
||||||
|
There are no recognised gains and losses other than those passing through the income statement. |
||||||
CONSOLIDATED BALANCE SHEET AS AT 31 MAY 2008
|
2008 |
2007 |
|||
|
Note |
£ |
£ |
||
|
Assets |
||||
|
Non-current assets |
||||
|
Office equipment |
7 |
- |
2,440 |
|
|
- |
2,440 |
|||
|
Current assets |
||||
|
Trade and other receivables |
9 |
5,955 |
35,494 |
|
|
Available-for-sale financial assets |
10 |
66,392 |
580,992 |
|
|
Cash and cash equivalents |
11 |
32,241 |
134,060 |
|
|
104,588 |
750,546 |
|||
|
Total assets |
104,588 |
752,986 |
||
|
Equity |
||||
|
Capital and reserves attributable to equity holders of the company |
||||
|
Ordinary shares |
14 |
56,779 |
56,779 |
|
|
Deferred shares |
14 |
9,983,447 |
9,983,447 |
|
|
Share premium account |
11,372,145 |
11,372,145 |
||
|
Retained earnings |
(21,886,414) |
(21,171,762) |
||
|
(474,043) |
240,609 |
|||
|
Minority interest in equity |
15 |
- |
25 |
|
|
Total equity |
(474,043) |
240,634 |
||
|
Liabilities |
||||
|
Current liabilities |
||||
|
Borrowings |
13 |
443,528 |
416,418 |
|
|
Trade and other payables |
12 |
135,103 |
95,934 |
|
|
578,631 |
512,352 |
|||
|
Total liabilities |
578,631 |
512,352 |
||
|
Total equity and liabilities |
104,588 |
752,986 |
||
COMPANY BALANCE SHEET AS AT 31 MAY 2008
|
2008 |
2007 |
|||
|
Note |
£ |
£ |
||
|
Assets |
||||
|
Non-current assets |
||||
|
Office equipment |
7 |
- |
2,440 |
|
|
Available-for-sale investments |
8 |
2 |
177 |
|
|
2 |
2,617 |
|||
|
Current assets |
||||
|
Trade and other receivables |
9 |
5,955 |
35,468 |
|
|
Available-for-sale financial assets |
10 |
66,392 |
580,992 |
|
|
Cash and cash equivalents |
11 |
32,241 |
134,060 |
|
|
104,588 |
750,520 |
|||
|
Total assets |
104,590 |
753,137 |
||
|
Equity |
||||
|
Capital and reserves attributable to equity holders of the company |
||||
|
Ordinary shares |
14 |
56,779 |
56,779 |
|
|
Deferred shares |
14 |
9,983,447 |
9,983,447 |
|
|
Share premium account |
11,372,145 |
11,372,145 |
||
|
Retained earnings |
(21,886,412) |
(21,282,067) |
||
|
Total equity |
(474,041) |
130,304 |
||
|
Liabilities |
||||
|
Current liabilities |
||||
|
Borrowings |
13 |
443,528 |
416,418 |
|
|
Trade and other payables |
12 |
135,103 |
206,415 |
|
|
578,631 |
622,833 |
|||
|
Total liabilities |
578,631 |
622,833 |
||
|
Total equity and liabilities |
104,590 |
753,137 |
||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
GROUP |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 June 2007 |
10,040,226 |
11,372,145 |
(21,171,762) |
240,609 |
|
Loss for the year |
- |
- |
(714,652) |
(714,652) |
|
Total recognised income and expense |
- |
- |
(714,652) |
(714,652) |
|
Balance at 31 May 2008 |
10,040,226 |
11,372,145 |
(21,886,414) |
(474,043) |
|
COMPANY |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 June 2007 |
10,040,226 |
11,372,145 |
(21,282,067) |
130,304 |
|
Loss for the year |
- |
- |
(604,345) |
(604,345) |
|
Total recognised income and expense |
- |
- |
(604,345) |
(604,345) |
|
Balance at 31 May 2008 |
10,040,226 |
11,372,145 |
(21,886,412) |
(474,041) |
The table below sets out the comparative movements for the year ended 31 May 2007
|
GROUP |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 June 2006 |
10,040,226 |
11,372,145 |
(21,622,363) |
(209,992) |
|
Loss for the year |
- |
- |
(276,427) |
(276,427) |
|
Fair value adjustment |
- |
- |
205,992 |
205,992 |
|
Ram Media Limited profit and loss reserve brought forward excluded from consolidation |
- |
- |
521,036 |
521,036 |
|
Balance at 31 May 2007 |
10,040,226 |
11,372,145 |
(21,171,762) |
240,609 |
|
COMPANY |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 June 2006 |
10,040,226 |
11,372,145 |
(21,211,632) |
200,739 |
|
Loss for the year |
- |
- |
(276,427) |
(276,427) |
|
Fair value adjustment |
- |
- |
205,992 |
205,992 |
|
Balance at 31 May 2007 |
10,040,226 |
11,372,145 |
(21,282,067) |
130,304 |
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2008
|
Group and Company |
||||
|
2008 |
2007 |
|||
|
Note |
£ |
£ |
||
|
Cash flows from operating activities |
||||
|
Loss before tax |
(714,652) |
(70,435) |
||
|
Adjustments for: |
||||
|
Depreciation |
7 |
580 |
1,160 |
|
|
Write off of office equipment |
7 |
1,860 |
- |
|
|
Adjustment for Administration of RAM Media Limited |
- |
521,036 |
||
|
Minority interest |
15 |
(25) |
- |
|
|
Net finance (expense)/income recognised in profit or loss |
5 |
26,988 |
23,487 |
|
|
Change in financial assets |
10 |
514,600 |
(205,992) |
|
|
(170,649) |
269,256 |
|||
|
Changes in working capital: |
||||
|
(Increase)/decrease in trade and other receivables |
29,539 |
(32,648) |
||
|
Increase/(decrease) in trade and other payables |
46,251 |
(113,827) |
||
|
Cash (used in) / generated from operations |
(94,859) |
122,781 |
||
|
Interest paid |
5 |
(4,645) |
(1,488) |
|
|
Net cash (used in) / generated from operating activities |
(99,504) |
121,293 |
||
|
Cash flows from investing activities |
||||
|
Interest received |
5 |
4,766 |
7,188 |
|
|
Net cash from investing activities |
4,766 |
7,188 |
||
|
Cash flows from financing activities |
||||
|
Repayment of other short term loans |
(7,081) |
(7,081) |
||
|
Net cash used in financing activities |
(7,081) |
(7,081) |
||
|
(Decrease)/increase in cash equivalents |
(101,819) |
121,400 |
||
|
Cash and cash equivalents at beginning of year |
11 |
134,060 |
12,660 |
|
|
Cash and cash equivalents at end of year |
11 |
32,241 |
134,060 |
|
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2008
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS's as adopted by the EU), IFRIC Interpretations and the Companies Act 1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. As a result of applying IAS 32 and IAS 39, financial instruments are being held at fair value through the profit and loss account.
Going Concern
The Directors have reviewed forecasts for twelve months from the date of signature of these accounts and believe that financial resources are sufficient to enable the company to continue to trade for the foreseeable future. Therefore the Directors consider it appropriate to prepare the financial statements on a going concern status.
Revenue
Revenue represents amounts receivable for goods and services net of VAT and trade discounts.
Basis of consolidation
The consolidated profit and loss account and balance sheet include the financial statements of the Company and its subsidiary undertakings made up to 31 May 2008, subject to the exceptional treatment of Ram Media Limited (See Note 8 - Available-for-sale investments). Intra-group sales and profits are eliminated fully on consolidation.
Company profit and loss account
The Company has taken advantage of the exemption allowed under Section 230 of the Companies Act 1985 and has not presented its own profit and loss account in these financial statements. The Company's loss for the financial year was £604,345 (2007 - £70,435).
Property, Plant and Equipment
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Carry amounts are reviewed at each of the balance sheet dates for impairment. The estimated useful lives for the current and comparative periods are as follows:
Fixtures, fittings & equipment - 4 years.
Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, including service concession receivables1, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
Available-for-sale financial assets
The Group's investments in equity securities and certain debt securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss.
Financial assets at fair value through profit or loss
An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group's documented risk management or investment strategy. Upon initial recognition attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
Other
Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.
Finance income and expenses
Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group's right to receive payment is established, which in the case of quoted securities is the ex-dividend date.
Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, dividends on preference shares classified as liabilities, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss1 using the effective interest method.
Foreign currency gains and losses are reported on a net basis.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Discontinued operations
A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period.
|
2. SEGMENTAL REPORTING |
||
|
2008 |
2007 |
|
|
Class of business (Discontinued Operation) |
£ |
£ |
|
Rights licence fee |
- |
806,261 |
|
Geographical areas (Discontinued Operation) |
||
|
Europe |
- |
806,261 |
|
3. DISCONTINUED OPERATION |
|||
|
2008 |
2007 |
||
|
£ |
£ |
||
|
Revenue |
- |
806,261 |
|
|
Cost of sales |
- |
(1,509,829) |
|
|
Gross Loss |
- |
(703,568) |
|
|
Gain on deemed disposal of investment in Ram Media Limited |
- |
700,360 |
|
|
Operating Loss |
- |
(3,208) |
|
|
Interest receivable |
- |
3,208 |
|
|
Loss for the year |
- |
- |
|
|
Cash flows from (used in) discontinued operation |
|||
|
Net cash used in operating activities |
- |
(3,208) |
|
|
Net cash from investing activities |
- |
3,208 |
|
|
Net cash from financing activities |
- |
- |
|
|
Net cash from (used in) discontinued operation |
- |
- |
|
4. LOSS BEFORE TAX |
||
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Loss before taxation is stated after charging: |
||
|
Depreciation of property, plant and equipment |
580 |
1,160 |
|
Auditors' remuneration |
13,000 |
13,000 |
|
Loss on disposal of fixed assets |
1,860 |
- |
|
5. FINANCE INCOME AND EXPENSE |
|||
|
2008 |
2007 |
||
|
£ |
£ |
||
|
Bank interest receivable |
4,766 |
7,188 |
|
|
Interest payable on bank loans and overdrafts |
(4,645) |
(1,488) |
|
|
On convertible loan stock |
(27,109) |
(29,187) |
|
|
Net finance expense recognised in profit or loss |
(26,988) |
(23,487) |
|
6. INCOME TAX EXPENSE |
||
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Current tax expense |
||
|
Current year |
- |
- |
|
- |
- |
|
|
Reconciliation of effective tax rate |
- |
- |
|
Loss for the year |
(714,652) |
(70,435) |
|
Total income tax expense |
- |
- |
|
Loss excluding income tax |
(714,652) |
(70,435) |
|
Income tax using the Company's standard rate of corporation tax of 28% (2007 - 30%) |
(200,103) |
(21,131) |
|
Effect of: |
||
|
Non-deductible expenses - depreciation add-back |
162 |
348 |
|
Tax incentives - capital allowances |
(150) |
(214) |
|
Inter company balance write-off |
(30,886) |
32,540 |
|
Other tax adjustments |
230,977 |
(11,543) |
|
- |
- |
|
7. PROPERTY PLANT AND EQUIPMENT |
|||||
|
Group |
Company |
||||
|
Office equipment |
£ |
£ |
|||
|
Cost |
|||||
|
At 1 June 2007 |
4,760 |
4,760 |
|||
|
Write off during the year |
(4,760) |
(4,760) |
|||
|
At 31 May 2008 |
- |
- |
|||
|
Depreciation |
|||||
|
At 1 June 2007 |
2,320 |
2,320 |
|||
|
Charge for year |
580 |
580 |
|||
|
Write off during the year |
(2,900) |
(2,900) |
|||
|
At 31 May 2008 |
- |
- |
|||
|
Net book value |
|||||
|
At 31 May 2008 |
- |
- |
|||
|
At 31 May 2007 |
2,440 |
2,440 |
|
8. AVAILABLE-FOR-SALE INVESTMENT |
||||||
|
COMPANY |
Shares in Group undertakings |
|||||
|
Cost |
£ |
|||||
|
At 1 June 2007 |
177 |
|||||
|
Disposal during the year |
(175) |
|||||
|
At 31 May 2008 |
2 |
|||||
|
The Company holds more than 20 percent of the ordinary share capital of the following companies: |
||||||
|
Company |
Country of incorporation |
Percentage shareholding of ordinary shares |
Principal activity |
|||
|
Divedome Limited |
UK |
100% |
Property and Leisure company |
|||
|
RAM Media Limited |
UK |
100% |
Media rights exploitation |
|||
|
Ram Television Limited** |
UK |
100% |
Dormant |
|||
|
Divedome Limited did not trade during the year. Fullwork Limited was dissolved on 30 October 2007. The Group has written off £110,306 due to Fullwork Limited. European Golf Resorts Limited was dissolved on 11 December 2007. It had never traded. The process to strike off RAM Television Limited from the register of companies has been commenced. It has never traded. ** Held by subsidiary undertaking. |
||||||
|
Excluded Subsidiary Ram Media Limited On 4 May 2007 Malcolm Cohen and Antony David Nygate (both of BDO Stoy Hayward LLP, 8 Baker Street, London W1U 3LL) were appointed Joint Administrators of RAM Media Limited. Although RAM Media Limited remains wholly owned by RAM Investment Group plc it is now controlled by its Administrators and has therefore been excluded from consolidation as at the accounting year end. In the year ended 31 May 2008 the Group wrote off £0 (2007 - £108,466) due from Ram Media Limited. In accordance with insolvency legislation the Administration automatically came to an end on 3 November 2008. Therefore the Company will now exit the Administration by way of a Creditors' Voluntary Liquidation. |
||||||
|
9. TRADE AND OTHER RECEIVABLES |
Group |
Company |
|||
|
2008 |
2007 |
2008 |
2007 |
||
|
£ |
£ |
£ |
£ |
||
|
Other receivables |
5,955 |
35,494 |
5,955 |
35,468 |
|
|
5,955 |
35,494 |
5,955 |
35,468 |
||
|
10. AVAILABLE-FOR-SALE FINANCIAL ASSETS |
||||
|
GROUP |
Listed |
|||
|
£ |
||||
|
Balance at 1 June 2007 |
580,992 |
|||
|
Net change in fair value of available-for-sale financial assets |
(514,600) |
|||
|
Balance at 31 May 2008 - Market value of 33,196,000 ordinary shares in Parallel Media Group PLC at the then closing price of 0.2p |
66,392 |
|||
|
COMPANY |
Listed |
|||
|
£ |
||||
|
Balance at 1 June 2007 |
580,992 |
|||
|
Net change in fair value of available-for-sale financial assets |
(514,600) |
|||
|
Balance at 31 May 2008 - Market value of 33,196,000 ordinary shares in Parallel Media Group PLC at the then closing price of 0.2p |
66,392 |
|||
|
11. CASH AND CASH EQUIVALENTS |
Group |
Company |
|||
|
2008 |
2007 |
2008 |
2007 |
||
|
£ |
£ |
£ |
£ |
||
|
Bank balances |
32,241 |
134,060 |
32,241 |
134,060 |
|
|
Cash and cash equivalents in the statement of cash flows |
32,241 |
134,060 |
32,241 |
134,060 |
|
|
12. TRADE AND OTHER PAYABLES |
Group |
Company |
|||
|
2008 |
2007 |
2008 |
2007 |
||
|
£ |
£ |
£ |
£ |
||
|
Trade payables |
39,618 |
54,867 |
39,618 |
54,867 |
|
|
Amounts owed to subsidiaries |
- |
- |
- |
110,481 |
|
|
Accruals |
74,500 |
13,000 |
74,500 |
13,000 |
|
|
Other payables |
20,985 |
28,067 |
20,985 |
28,067 |
|
|
135,103 |
95,934 |
135,103 |
206,415 |
||
|
13. BORROWINGS |
|||||
|
Group |
Company |
||||
|
2008 |
2007 |
2008 |
2007 |
||
|
£ |
£ |
£ |
£ |
||
|
Convertible loan stock |
443,528 |
416,418 |
443,528 |
416,418 |
|
|
443,528 |
416,418 |
443,528 |
416,418 |
||
The Group's policy on financial instruments is detailed in the Directors' Report.
Short-term debtors and creditors have been excluded from all of the following disclosures.
Interest rate profile
The interest rate profile of the Group's liabilities, which are all denominated in sterling and due in less than one year, was as follows:
|
Weighted average |
|||
|
interest rate |
2008 |
2007 |
|
|
£ |
£ |
||
|
Convertible loan stock |
7.2% |
375,000 |
375,000 |
|
Maturity of financial liabilities |
|||
|
The maturity profile of the Group's financial liabilities, other than short term trade creditors and accruals, at 31 May 2008 is: |
|||
|
Convertible loan stock |
Group |
Company |
|||
|
2008 |
2007 |
2008 |
2007 |
||
|
£ |
£ |
£ |
£ |
||
|
Within one year, or on demand |
443,528 |
416,418 |
443,528 |
416,418 |
|
|
On 8 August 2005 Nicholas Lebetkin, Laurence Selman and Allied Trust Company Ltd (a company acting as trustee of the Asvattha Trust, a trust of which BE Adams, a Director of the Company, is a beneficiary), the Directors of RAM made a loan to RAM of £375,000 in the form of a convertible unsecured loan stock instrument. On 17 November 2008 the Directors entered into the agreement to exchange their loan stock for the Parallel Media Group stock held by RIG. The outstanding loan carries interest at the rate of 1.75 per cent per annum above the base rate of Barclays Bank Plc. The convertible loan stock is secured by a floating charge over the current and future assets of the company |
|||||
|
14. SHARE CAPITAL |
||
|
2008 |
2007 |
|
|
£ |
£ |
|
|
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 |
|
|
The Deferred Shares have rights which provide holders with negligible value and holders have no right to receive notice of or to attend or vote at any general meeting of the Company. The Deferred Shares have not been admitted to trading on AIM. Further information concerning share capital is provided in Note 21 Subsequent events. |
||
|
15. MINORITY INTERESTS |
|
|
£ |
|
|
At 1 June 2007 |
25 |
|
Changes during the year |
(25) |
|
At 31 May 2008 |
- |
|
16. DIRECTORS' EMOLUMENTS |
|
The Directors were paid £0 (2007 - £0) in emoluments in the year. The number of directors for whom retirement benefits are accruing under defined benefit schemes amounted to 0 (2007 - 0). |
|
17. EMPLOYEES |
|
Number of employees There were no employees during the year. Employment costs There were no wages and salaries paid during the year. |
|
18. 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. |
||
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Loss attributable to shareholders |
(714,652) |
(70,435) |
|
Weighted average number of shares |
5,677,900 |
5,677,900 |
|
Loss per Ordinary Share - basic and diluted |
(12.6)p |
(1.2)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. |
||
|
19. RELATED PARTY TRANSACTIONS During the year RAM Investment Group plc paid £0 (2007 - £16,854) for shared office rental and facilities to Towntalk Limited, a company in which the two former RAM Investment Group plc Directors, N S Lebetkin and L Selman, are Directors and shareholders. Included within Other Creditors are amounts owed to Towntalk Limited of £11,794 (2007 - £11,794) and L Selman of £4,671 (2007 - £4,671). |
|
20. CONTROL The Company is controlled by B E Adams, N S Lebetkin and L Selman, who together control at least 70 per cent of the voting rights of the issued share capital of the Company. |
|
21. SUBSEQUENT EVENTS |
|
On 29 September 2008 at an Extraordinary General Meeting of the Company the following ordinary and special resolutions were approved by shareholders: Ordinary Resolutions 1. That every 2,000 of the issued ordinary shares of 1p each in the capital of the Company be consolidated into 1 ordinary share of £20 in the capital of the Company; 2. That each of the issued ordinary shares of £20 each in the capital of the Company resulting from the consolidation referred to in Resolution 1 be sub-divided into 2,000 ordinary shares of 1p each in the capital of the Company; 3. That the authorised share capital of the Company be increased from £11,300,000 to £11,500,000 by the creation of a further 20,000,000 ordinary shares of 1p each ranking pari passu with the existing ordinary shares of 1p each resulting from the consolidation and sub-division referred to in Resolutions 1 and 2. 4. That the Directors be and they are hereby generally and unconditionally authorised, pursuant to section 80 of the Companies Act 1985 (as amended) (the "Act"), to allot relevant securities (as defined in section 80(2) of the Act) up to an aggregate nominal amount of £226,948.50, such authority to expire on 28 September 2013 unless previously revoked, varied or extended by the Company in general meeting, save that the Company may at any time prior to the expiry of such authority make an offer or enter into an agreement which would or might require relevant securities to be allotted after the expiry of such authority and the Directors may allot relevant securities in pursuance of such an offer or agreement as if such authority had not expired. Special Resolution 5. That in substitution for any existing power under section 95 of the Act, but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and they are hereby empowered pursuant to section 95(1) of the Act, to allot equity securities (as defined in section 94(2) of the Act) for cash, pursuant to the authority under section 80 of the Act conferred on the Directors in terms of Resolution 4, as if section 89(1) of the Act did not apply to any such allotment, up to an aggregate nominal amount of £226,948.50, such power to expire on 28 September 2013 unless previously revoked, varied or extended by the Company in general meeting, save that the Company may at any time prior to the expiry of such power make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of such power and the Directors may allot equity securities in pursuance of such an offer or agreement as if such power had not expired. |
Financial Information
The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 May 2007 and 31 May 2008, but is derived from those accounts. Statutory accounts for 2007 have been delivered to the Registrar of Companies in England and Wales, and those for 2008 will be delivered shortly. The auditors have reported on the 2007 and 2008 accounts: their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985.
The auditors report, which is unqualified, contains the following statement:
Emphasis of matter - Going Concern
In forming our opinion which is not qualified, we have considered the adequacy of the disclosures made in the financial statements concerning the Group's ability to continue as a going concern. We have considered the Group's cashflow projections for the next 12 months which indicate that the Group's future solvency is dependent on the New Board being successful in raising funds in order to implement its investment strategy. In our opinion, there is inherent uncertainty with regard to the New Board's future plans which casts doubt on the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
Copies of the Report and Accounts for the period ended 31 May 2008 are being sent to shareholders and will be available on the Company's website: www.raminvestmentgroup.co.uk
Contact:
Edward Adams, RAM Investment Group plc on 07967 008448
Tim Baldwin, RAM Investment Group plc on 0207 518 4303
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
Related Shares:
RAM.L