31st Mar 2008 11:02
Servoca PLC31 March 2008 SERVOCA Plc Preliminary announcement of the audited results For the eight months ended 30 September 2007 Salient points • Turnover £8.7m • Gross Profit £2.3m • Loss After £6.9m Exceptionals • £4 million placing • 5 acquisitions completed • Significant reduction in overheads from economies of scale • Successful integration and restructuring of acquisitions Bob Morton, Chairman, commented: "The Group has made significant progress in the period and thereafter, whichincludes the reverse acquisition and integration of Dream, a change of name, a£4 million placing (before expenses), the restructuring of the board and thestrategic acquisition of one Education, two Healthcare and two Securitybusinesses which have significantly increased our breadth of offering and scaleof operation. Servoca has built a solid platform; it has a strong board and is well positionedfor continued growth both organically and by strategic acquisition." "The Board view the future with confidence." The Company will today post copies of its report and accounts for the eightmonths ended 30 September 2007 to its shareholders. Electronic copies will beavailable from the investor relations section of the Company's website(www.servoca.com). As previously notified, the Company has changed its accounting reference date to30 September. The Company has prepared audited accounts for an eight monthperiod, rather than six months, following the reverse acquisition and the needto prepare accounts from the period last reported on by the acquirer. For further enquiries: Servoca PlcDarren Browne, CEO 020 7747 3030 Threadneedle CommunicationsTrevor Bass / Alex White 020 7936 9665/6 FinnCapGeoff Nash / Ed Frisby 020 7600 1658 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Chairman's Statement For the eight months ended 30 September 2007 Introduction The eight month accounting period ended 30 September 2007 is the first reportingperiod of Servoca Plc ("the Group") following its change of name from MultiGroup Plc, the reverse acquisition by Dream Group Limited ("Dream") and theadoption of International Financial Reporting Standards. The consolidated incomestatement shows a loss of £6.9 million after a goodwill impairment charge ofapproximately £5.3 million arising in respect of goodwill generated on thereverse acquisition of Multi Group Plc. Following the reverse acquisition by Dream Group the board has been completelyrestructured and the integration of then existing Multi Group into Dream is nowcomplete. During this period the Group has also made a number of strategicacquisitions in the Education, Healthcare and Security markets that have createdan enhanced base for future growth. Financial review During the eight month period ended 30 September 2007, Group turnover was £8.7million, which produced a gross profit of £2.3 million. Comparison with previousperiods is not considered meaningful given the reverse acquisition and thevarious acquisitions that have taken place in the business during this time. The operating loss, prior to an impairment charge of approximately £5.3 millionagainst the carrying value of goodwill in the Group's trading subsidiaries, was£1.9 million for the period, and was after charging the restructuring andintegration costs of the enlarged Group. Operational highlights During the period a great deal of time and effort has been focused on therestructuring and integration of Multi Group into Dream to form the basis forthe new enlarged Group and to deal with the integration and restructuring of thebusinesses that were also acquired during the period. The Group now has one central accounting and information technology functionoperating from the London head office with an enhanced infrastructure to providea scalable base for future acquisitions and growth. The operational management structure has been strengthened where necessary andclear reporting lines and controls have been established. This has enabled theGroup to turnaround the existing Multi healthcare subsidiaries and to make theexcellent bolt on acquisitions of Windsor Recruitment and Firstpoint Healthcare.The Healthcare division has accordingly grown substantially and profitably. To further develop the breadth of our market offering and services that areprovided by our three divisions to our customers we are continuing to invest insuch areas as training, criminal justice resourcing and security. We are nowstarting to see the benefits of this investment with cross fertilization nowtaking place within the newly enlarged Servoca secure solutions division ("SSS")following the recent acquisitions which is dealt with under the following postbalance sheet events section.Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Chairman's Statement (continued) For the eight months ended 30 September 2007 Post balance sheet events On 7 December 2007, the Company acquired the entire issued share capital of bothInternational Security & Surveillance Limited ("ISS") and ISS Special ProjectsLimited ("ISS(SP)"). ISS and ISS SP trade from two locations with their head office being based inthe Thames Valley and an office in Edinburgh. ISS provide security and mannedguarding services and ISS SP provide Intelligence led security solutionsincluding close protection, risk management, surveillance and proactivesecurity. The client base generally consists of blue chip organisations some ofwhich are within the aviation industry and corporate commercial markets. Theexisting senior management has committed itself to working with us to furtherdevelop the many opportunities that exist within ISS and ISS SP's markets and inbuilding SSS. In aggregate Servoca paid cash consideration of £1.6 million andissued approximately 2.5 million Servoca fully paid ordinary shares to thevendors, which at a mid price of 44.5 pence each, was approximately £1.1million. On 28 March 2008, the Company acquired the entire issued share capital ofAcademics Holdings Limited ("Academics"). Academics trades from one location inEssex and provides teachers on a temporary or permanent basis to clients inLondon and the Home Counties. Servoca paid an initial cash consideration of £2million and will pay up to a further £5 million, dependant on certain targetsbeing achieved in the year ended 31 March 2009. Board changes Following the reverse acquisition of the Group by Dream on 7 June 2007, OliverCooke stepped down as Executive Chairman and Darren Browne was appointed as theChief Executive Officer to restructure the Group and lead its futuredevelopment. Miles Davis and Tony Rogers also joined the board as ExecutiveDirectors. Janet Barn stepped down from the main board and became the Managing Director ofthe Group's Medical division. David Marks stepped down as a Non-Executive Director. Bob Morton and John Foley, who have a wealth of successful business and publiccompany experience, joined the board as Non-Executive Chairman and Non-ExecutiveDirector respectively. Glenn Swaby joined the board on 7 December 2007 to set up the Group's newSecurity division. Andrew Brundle has resigned as Chief Financial Officer with effect from 28 March2008. He will remain on the Board during his notice period and will continueto fulfill the role of Company Secretary. On behalf of the board we thank himfor his contribution to the establishment of Servoca plc. I am pleased toannounce that Glenn Swaby will takeover as Chief Financial Officer withimmediate effect. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Chairman's Statement (continued) For the eight months ended 30 September 2007 International Financial Reporting Standards The Group's financial statements are prepared in accordance with InternationalFinancial Reporting Standards ("IFRS") as published by the IASB, as endorsed foruse in the EU, for the first time in this accounting period. An analysis of thefirst time adoption implications is given in note 2 to the preliminaryannouncement. As set out in my statement of 28 September 2007 these accounts are prepared onthe basis that Dream acquired the old Multi group under IFRS 3 "BusinessCombinations" with the financial statements of the Group now being acontinuation of Dream's financial statements. The Board has decided to prepareaccounts for a shortened eight month period so that the performance from 1October 2007 will not be impacted upon by the accounting effects of the reverseacquisition which included a goodwill impairment charge of approximately £5.3million, the implementation of IFRS and the restructuring and integration costswhich were necessary to create a new market facing services group with threeoperating divisions. The goodwill arising on the reverse acquisition and consolidation of the MultiGroup Plc companies, has been assessed in these accounts as having negligiblevalue, and the Group has recognised an impairment charge of £5.3 million toreflect this. Summary and prospects The Group has made significant progress in the period and to date, whichincludes the reverse acquisition and integration of Dream, a change of name, a£4 million placing (before expenses), the restructuring of the board and thestrategic acquisition of one Education, two Healthcare and two Securitybusinesses which have significantly increased our breadth of offering and scaleof operation. Servoca has built a solid platform; it has a strong board and is well positionedfor continued growth both organically and by strategic acquisition. The board view the future with confidence. Bob Morton Chairman 28 March 2008 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Chief Executive Officer's Statement For the eight months ended 30 September 2007 Overview I am pleased to report that following the reverse acquisition and change inMulti Group's name to Servoca Plc ("the Group") on 7 June 2007 and the raisingof £4 million (before expenses) by way of a placing on the same day, that wehave integrated the Multi Group into Dream and implemented our identifiedstrategy via five key acquisitions and a number of organic growth initiatives todate. The Board has been substantially strengthened in the period by the appointmentof Bob Morton (Non-Executive Chairman) and John Foley (Non-Executive Director),both of whom are proving invaluable to the approach and growth of the Group. The process of restructuring and integration is now complete which is enablingthe Group to develop a positive profit momentum. The Group is now stable with a strong board and has exciting prospects forgrowth, both organically and by way of further considered acquisitions withinsecurity, criminal justice, training and resourcing, and post these results theGroup will have a strong balance sheet with low levels of debt and one thatreflects an appropriate carrying value for goodwill. Strategy and delivery Resourcing The Group now has a significant foothold within the UK Resourcing sector.Servoca concentrates on providing resourcing solutions to two sectors:Healthcare and Education. Within Healthcare we now have six trading companies: Berry, TLP, Dream, Windsor,Firstpoint and Triplewest. These supply a broad spectrum of skills providingallied health professionals, doctors, nurses, domiciliary care, social workersand other associated specialisations. Having recently added to our growingportfolio of healthcare resourcing businesses, we are now able to offer acomplete service by having the ability to cover all major staffing disciplineswithin this sector. Servoca is one of only a handful of organisations who offera one stop shop, and one of even fewer such organisations able to offer anational branch network attracting highly skilled healthcare professionalsthroughout the country. Servoca Healthcare is now in a position to bid forlucrative, long term, regional and national contracts which will help the Groupto underpin plans to increase our visibility of earnings and recurring revenuestreams within Healthcare. The Healthcare sector demands an up-to-date and complex skill set and thereforeinvests heavily in providing training for new and existing staff. ServocaHealthcare now provides large scale training courses for the NHS, private carehomes, local authorities and many other business types involved in the healtharena. Over the past year, six specialist healthcare training suites have beenestablished throughout the country, helping to satisfy the ever increasingdemand for specialist training within healthcare. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Chief Executive Officer's Statement (continued) For the year ended 30 September 2007 Strategy and delivery (Continued) The second area of resourcing that Servoca trades within is the Educationsector, and through our Dream Education and recent Academics acquisition wecontinue to grow our market presence both in the UK and abroad. Dream Educationprovides long term qualified teachers mostly within secondary schools andAcademics provides staff in all areas of education across London and the HomeCounties. The latest acquisition of Academics will enhance the Education resourcingdivision and enable Servoca to provide a wider service to the existing clientbase as well as gain entry into markets which are currently not serviced by theGroup. Until recently the resourcing division also operated within the Criminal Justicesector, however since the establishment of our Security Division - ServocaSecure Solutions - and our latest acquisitions within security, this divisionhas been amalgamated into our Criminal Justice Operation where it now enjoyssignificant cross-selling opportunities. Servoca resourcing now operates from over 30 locations within the UK. In theresourcing sector we are expecting organic growth from our existing divisionsand seeking to make a number of other strategic acquisitions throughout thecoming year. Security Under the trading name, Servoca Secure Solutions ("SSS"), we have enjoyedparticular success in the areas of criminal justice training, crime training,the outsourcing of cold case reviews, business process outsourcing and theprovision of highly experienced teams into sensitive areas. To strengthen our Security offering, in December 2007 we acquired bothInternational Security & Surveillance Limited ("ISS") and ISS Special ProjectsLimited ("ISS(SP)"). ISS provides security and manned guarding services, and ISS(SP) provides intelligence led security solutions including close protection,risk management, surveillance and proactive security. The newly enlarged division is now able to offer a wide breadth of important andhighly valued services to a variety of clients whose needs are often of asensitive and high-profile nature. SSS not only provides confidential servicesto the majority of Police Constabularies throughout the UK undertaking training,cold case reviews, mentoring, resource solutions and outsourcing, but is nowalso providing manned guarding for galleries, high profile and high riskindividuals, entertainment venues, exhibitions, government buildings and the airand automotive sectors. SSS is the country's leading commercial provider ofoutsourced cold case reviews for the UK Police, and the only organization of itstype to have gained the "Skills for Justice Accreditation" for all of ourpolicing training products. Over the past year SSS has run a number ofspecialist policing conferences and special interest days, further cementing ourstrategic relationship with the UK Police Service. SSS is rapidly developing into a unique specialist brand able to offer the fullspectrum of security services ranging from manned guarding, covert operations,anti counterfeit investigations and computer/mobile phone forensics to businessprocess outsourcing for the UK Police. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Chief Executive Officer's Statement (continued) For the year ended 30 September 2007 Strategy and delivery (Continued) To accelerate the services we are able to offer to customers, we have nowestablished two 24 hour 7 day control centres which are based in London andCairo. These control centres are already supporting new blue chip clients withinthe UK. Security will be grown independently of the resourcing division, and weare building this division to become a significant provider of high endspecialist Security services. We have and are in the process of recruitingadditional senior management in order to assist us in achieving our challenginggoals including acquisitions which will add to our service offering and enhancethe earnings potential of the division. Acquisitions Our strategy is to seek out and make focused acquisitions which will strengthenand accelerate our growth into the law enforcement, security and resourcingmarkets and that will bring growth through complementary business for ourexisting products and markets. I am pleased to report that the Group has made a number of strategicacquisitions in the preceding eight months which are detailed below. Resourcing Windsor Recruitment & Training ("Windsor") - provides recruitment services inrespect of qualified nurses, care assistants and social work professionalstogether with specialised training services. Its main clients are the NHS,Primary Care Trusts and private care providers. Firstpoint Healthcare ("Firstpoint") - provides recruitment services in respectof specialist theatre nurses, general nursing and nursery nurses. Its mainclients are the NHS, Primary Care Trusts and private care providers. Acquisitions since the period end Security ISS - was acquired in December 2007 and provides security and manned guardingservices. Its main clients are blue chip organisations which are based withinthe aviation industry and the corporate commercial markets. In addition, ISS iswell placed within the theatre, arts and exhibition sectors. ISS SP - was acquired in December 2007 and provides intelligence led securitysolutions including close protection, risk management, surveillance andproactive security. Its services are provided to substantial organisations basedboth in the UK and internationally that require confidential and low profileassignments to be undertaken. Resourcing Academics Holdings Limited - was acquired in March 2008 and provides a widerange of recruitment and training services to educational establishmentsthroughout London and the Home Counties. These acquisitions will fortify both divisions increasing the depth of ourservice offering and significantly growing our operation in both markets. Preliminary announcement of the results for the eight months ended 30 September200 SERVOCA Plc Chief Executive Officer's Statement (continued) For the year ended 30 September 2007 Outlook We have now begun to fundamentally transform the performance of the Group. Thishas been achieved by streamlining overheads and at the same time broadening ourservice offering, giving Servoca significant momentum. Within resourcing we willcontinue to invest over the coming financial year, investing specifically over£0.5 million within training. Annual savings, which are expected to be ongoing,of approximately £1.1 million have been made as a result of implementing ourrestructuring and integration plans. The net effect of all initiatives has beento transform a previously loss making division to one that is now profitable onan ongoing basis. We will continue to invest significant resource into our growing securitydivision. The overall benefit from our initial investments during 2007 and continuedinvestment in 2008 is expected to have a materially beneficial effect in futureyears. The future of the Group and therefore future shareholder value is in the handsof the talented people employed within the organisation. Servoca will continueto provide resource to both new and existing staff to provide market leadingsolutions to our customers. In addition, we will continue to use the depth andbreadth of experience of our board to identify good quality, earnings enhancingacquisitions. Our staff are now benefiting from an extensive, merit based share option scheme.In addition we are in the process of implementing a company wide SAYE scheme,enabling all Servoca staff to gain from their collective efforts. Theseinitiatives, coupled with extensive share ownership by the board of directors,allow staff, management and board members to align their interests in providingall shareholders with careful stewardship of the company and the future deliveryof quality earnings with increasing shareholder value. Darren Browne Chief Executive Officer 28 March 2008 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Consolidated income statement For the eight months ended 30 September 2007 Eight months ended Year ended 31 30 September 2007 January 2007 Total Total Note £'000 £'000 Revenue 8,738 8,144Cost of sales 6,456 5,866 Gross profit 2,282 2,278Administrative expenses (9,411) (2,414)Other operating income - 170Operating (loss)/profit before goodwill impairment (1,858) 34Goodwill impairment 4 (5,271) - (Loss)/profit from operations (7,129) 34 Finance income 308 5Finance costs (81) (285) Loss before taxation (6,902) (246)Tax expense - - Loss for the period/year attributable to equity holdersof the parent (6,902) (246) Loss per share: Pence Pence - Basic 3 (23.96) (1.38)- Diluted 3 (23.96) (1.38) Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Consolidated balance sheet At 30 September 2007 30 September 30 September 2007 2007 31 January 31 January 2007 2007 Note £'000 £'000 £'000 £'000AssetsNon-current assetsIntangible assets 4 1,683 692Property, plant and equipment 358 191 Total non-current assets 2,041 883 Current assetsTrade and other receivables 4,742 1,277Cash and cash equivalents 99 - Total current assets 4,841 1,277 Total assets 6,882 2,160 LiabilitiesCurrent liabilitiesBank overdraft (80) (753)Trade and other payables (3,377) (479)Other financial liabilities (2,405) (2,604)Corporation tax liability (285) -Provisions (285) - Total current liabilities (6,432) (3,836) Non-current liabilitiesOther financial liabilities (157) (620)Provisions (208) - Total non-current liabilities (365) (620) Total liabilities (6,797) (4,456) Total net assets/(liabilities) 85 (2,296) Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Consolidated balance sheet (continued) At 30 September 2007 30 September 30 September 2007 2007 31 January 31 January 2007 2007 Note £'000 £'000 £'000 £'000Capital and reserves attributable to equityholders of the companyCalled up share capital 5 3,931 -Share premium account 8,812 -Capital redemption reserve 6,036 -Merger reserve 2,772 -Reverse acquisition reserve (12,268) -Retained earnings (9,198) (2,296) Total Equity 85 (2,296) Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Consolidated statement of changes in equity For the eight months ended 30 September 2007 Ordinary Capital Reverse share redemption acquisition capital Share reserve Merger reserve Retained Total premium reserve earnings equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance as at 1 February 2006 - - - - - (2,050) (2,050) Total recognised income andexpense for the year being lossfor the year - - - - - (246) (246) Balance as at 31 January 2007 - - - - - (2,296) (2,296) Changes in equity for theperiod ended 30 September 2007Loss for the period - - - - - (6,902) (6,902) Total recognised income andexpense for the period - - - - - (6,902) (6,902) Acquisition of subsidiary 545 6,512 6,036 96 - 13,189Reverse acquisition - (2,249) - - (12,268) - (14,517)Issue of share capital - Dream Group Limited - 2,249 - - - - 2,249Issue of share capital - Servoca Plc 3,386 2,300 - 2,676 - - 8,362 3,931 8,812 6,036 2,772 (12,268) - 9,283 Balance as at 30 September 2007 3,931 8,812 6,036 2,772 (12,268) (9,198) 85 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Consolidated cash flow statement For the eight months ended 30 September 2007 Eight months Eight months ended 30 ended 30 September September Year ended 31 Year ended 2007 2007 January 2007 31 January 2007 £,000 £'000 £'000 £'000Operating activitiesLoss before tax (6,902) (246)Adjustments for:Depreciation and amortisation charges 71 62Interest expense 81 285Investment income (308) (5)Loss on disposal of fixed assets 13 -Goodwill impairment (note 4) 5,271 - Operating (loss)/profit before changes inworking capital and provisions (1,774) 96 (Increase)/decrease in trade and otherreceivables (388) 448Increase/(decrease) in trade and otherpayables 1,335 (95) Cash generated from operations 947 353 Interest paid (81) (153)Income taxes paid - - Cash flows from operating activities (908) 296Investing activitiesAcquisitions, net of cash acquired (3,247) (1)Purchase of property, plant and equipment (156) (40 Sale of property, plant and equipment - 31Interest received 11 5 (3,392) (5)Financing activitiesIssue of ordinary shares 3,605 -Share issue costs (103) -Repayment of finance lease creditor (2) - 3,500 -(Decrease)/increase in cash and cashequivalents (800) 291 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information For the eight months ended 30 September 2007 1 Basis of preparation The preliminary financial information incorporates the audited results ofServoca Plc and all its subsidiary undertakings for the eight months ended 30September 2007. The financial information in this preliminary statement does not constitute theGroup's statutory accounts for the period ended 30 September 2007 or for theyear ended 31 January 2007 but it is derived from those accounts. Statutoryaccounts for the year ended 31 January 2007 have been delivered to the Registrarof Companies and those for the period ended 30 September 2007 will be deliveredfollowing the company's annual general meeting. The auditors have reported onthose accounts; their reports were unqualified, did not include references toany matters to which the auditors drew attention by way of emphasis withoutqualifying their report(s) and did not contain statements under s237(2) or (3)of the Companies Act 1985. The preliminary financial information has been prepared under the accountingpolicies set out below. The policies have been consistently applied to all ofthe periods presented, unless otherwise stated. The preliminary financial information has been prepared in accordance withInternational Financial Reporting Standards (IFRSs and IFRIC interpretations)published by the International Accounting Standards Board (IASB), as endorsedfor use in the European Union, and with those parts of the Companies Act 1985applicable to companies preparing their accounts under IFRS. This is the firsttime the Group has prepared its financial information in accordance with IFRSs,having previously prepared its financial information in accordance with UKaccounting standards. Details of how the transition from UK accounting standardsto IFRSs has affected the Group's reported financial position, financialperformance and cash flows are given in note 2. The Group financial statements have been prepared for a shortened accountingperiod of eight months to 30 September 2007 so that the performance from 1October 2007 will not be impacted upon by the accounting effects of the reverseacquisition. The comparative figures are for the year ended 31 January 2007 andrepresent those of Dream Group Limited only so are not entirely comparable. Transition to IFRSs For all periods up to and including the year ended 31 January 2007, the Groupprepared its financial statements in accordance with United Kingdom GenerallyAccepted Accounting Practice (UK GAAP). This financial information, for theeight months ended 30 September 2007, is the first the Group has prepared inaccordance with International Financial Reporting Standards (IFRSs) as publishedby the IASB and as endorsed for use in the European Union (EU). Accordingly, the Group has prepared financial information which complies withIFRSs applicable for periods beginning on or after 1 February 2007 and thesignificant accounting policies meeting those requirements are described below. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 1 Basis of preparation (continued) Transition to IFRSs (continued) The Group has adopted IFRS 7 Financial Instruments: Disclosures. This replacesthe disclosure requirements of IAS 32 Financial Instruments Disclosure andPresentation. IFRS 7 introduces new requirements aimed at improving disclosureof qualitative and quantitative information about the exposure and risks arisingfrom financial instruments. The Group has also adopted a complementary amendment to IAS 1: Presentation offinancial statements - capital disclosures, which requires disclosure about thelevel and the management of capital. In preparing this financial information, the Group has started from an openingbalance sheet as at 1 February 2006, the Group's date of transition to IFRSs,and made those changes in accounting policies and other restatements required byIFRS 1 for the first-time adoption of IFRSs. Note 2 explains the principaladjustments made by the Group in restating its UK GAAP balance sheet as at 1February 2006 and its previously published UK GAAP financial statements for theyear ended 31 January 2007. Changes in accounting policies First-time adoption In preparing this financial information, the Group has elected to apply thefollowing transitional arrangements permitted by IFRS 1 'First-time Adoption ofInternational Financial Reporting Standards': • Business combinations effected before 1 February 2006, including thosethat were accounted for using the merger method of accounting under UKaccounting standards have not been restated. • The carrying amount of capitalised goodwill at 1 February 2006 thatarose on business combinations accounted for using the acquisition method underUK GAAP was frozen at this amount and tested for impairment at 1 February 2006.The carrying amount was adjusted for intangible assets that would have beenrequired to be recognised in the acquiree's separate financial statements inaccordance with IAS 38 'Intangible Assets', such as development costs. • Goodwill written off directly to reserves on business combinationseffected before 1 January 1998 has not retrospectively been capitalised and willnot be transferred to the income statement on the disposal of a subsidiary towhich it relates. • IFRS 2 'Share-based payments' has been applied to employee optionsgranted after 7 November 2002 that had not vested by 1 February 2006. Except as noted above, the following principal accounting policies have beenapplied consistently in the preparation of this financial information: Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 1 Basis of preparation (continued) Basis of consolidation Under IFRS 3, "Business Combinations", the acquisition of Dream Group Limited(Dream) by Servoca Plc (Servoca) has been accounted for as a reverseacquisition. Although the consolidated financial information has been preparedin the name of the legal parent, Servoca, they are in substance a continuationof the financial information of the legal subsidiary, Dream. The followingaccounting treatment has been applied in respect of the reverse acquisition. • The assets and liabilities of the legal subsidiary, Dream, arerecognised and measured in the consolidated financial information at thepre-combination carrying amounts, without restatement to fair value; • The retained (loss) earnings recognised in the consolidated financialinformation represent those of Dream to the date of the combination, 7 June2007, and from this date to the period end represent those of Dream and Servoca; • The equity structure appearing in the consolidated financialinformation reflects the equity structure of the legal parent , Servoca,including the equity instruments issued as part of the acquisition of Dream; • Comparative numbers presented in the consolidated financialinformation are those reported in the financial statements of the legalsubsidiary, Dream, for the year ended 31 January 2007; and • The assets and liabilities of the legal parent, Servoca Plc, arerecognised on combination at fair value. Revenue Revenue represents the fair value of consideration receivable for the provisionof services to customers net of value added tax. Income from temporaryplacements is recognised over the duration of a period of work. Income frompermanent placements is recognised at the point of acceptance by both partieswhen the Group's contractual obligations have been fulfilled. Training income isrecognised evenly over the period of the respective course. Business combinations The consolidated financial information incorporate the results of businesscombinations using the purchase method other than disclosed above (see'first-time adoption'). In the consolidated balance sheet, the acquiree'sidentifiable assets, liabilities and contingent liabilities are initiallyrecognised at their fair values at the acquisition date. The results ofacquired operations are included in the consolidated income statement from thedate on which control is obtained. Goodwill Goodwill represents the excess of the cost of a business combination over theinterest in the fair value of identifiable assets, liabilities and contingentliabilities acquired. Cost comprises the fair values of assets given,liabilities assumed and equity instruments issued, plus any direct costs ofacquisition. Goodwill is capitalised as an intangible asset with any impairment in carryingvalue being charged to the income statement. Where the fair value of identifiable assets, liabilities and contingentliabilities exceed the fair value of consideration paid, the excess is creditedin full to the income statement. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 1 Basis of preparation (continued) Impairment of non-financial assets Impairment tests on goodwill and other intangible assets with indefinite usefuleconomic lives are undertaken annually. Other non-financial assets are subjectto impairment tests whenever events or changes in circumstances indicate thattheir carrying amount may not be recoverable. Where the carrying value of anasset exceeds its recoverable amount (ie the higher of value in use and fairvalue less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individualasset, the impairment test is carried out on the asset's cash-generating unit(ie the lowest group of assets in which the asset belongs for which there areseparately identifiable cash flows). Goodwill is allocated on initialrecognition to each of the group's cash-generating units that are expected tobenefit from the synergies of the combination giving rise to the goodwill. Impairment charges are included in the administrative expenses line item in theincome statement, except to the extent they reverse gains previously recognisedin the statement of recognised income and expense. Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost andsubsequently amortised on a straight-line basis over their useful economiclives. The amortisation expense is included within the administrative expensesline in the consolidated income statement. Intangible assets are recognised on business combinations if they are separablefrom the acquired entity to give rise to other contractual/legal rights. Theamounts ascribed to such intangibles are arrived at by using appropriatevaluation techniques. The significant intangibles recognised by the Group represent trademarks andthey are valued at historical cost and amortised over their estimated usefuleconomic life of 5 years. The amortisation is included in administrativeexpenses in the income statement. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation.As well as the purchase price, cost includes directly attributable costs and theestimated present value of any future unavoidable costs of dismantling andremoving items. The corresponding liability is recognised within provisions.Depreciation has been calculated at the following rates: Fixtures and fittings - either 25% on a reducing balance basis or 10%- ..25% on costOffice equipment - 25% on a reducing balance basisMotor vehicles - 25%-33% on a reducing balance basisComputer equipment - 3-4 years on a straight line basisLeasehold improvements - over the term of lease Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 1 Basis of preparation (continued) Deferred taxation Deferred tax assets and liabilities are recognised where the carrying amount ofan asset or liability in the balance sheet differs to its tax base, except fordifferences arising on: • the initial recognition of goodwill; • goodwill for which amortisation is not tax deductible; • the initial recognition of an asset or liability in a transaction which is nota business combination and at the time of the transaction affects neitheraccounting or taxable profit; and • investments in subsidiaries and jointly controlled entities where the group isable to control the timing of the reversal of the difference and it is probablethat the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it isprobable that taxable profit will be available against which the difference canbe utilised. The amount of the asset or liability is determined using tax rates that havebeen enacted or substantially enacted by the balance sheet date and are expectedto apply when the deferred tax liabilities/(assets) are settled/(recovered).Deferred tax balances are not discounted. Deferred tax assets and liabilities are offset when the group has a legallyenforceable right to offset current tax assets and liabilities and the deferredtax assets and liabilities relate to taxes levied by the same tax authority oneither: • the same taxable group company; or • different group entities which intend either to settle current tax assets andliabilities on a net basis, or to realise the assets and settle the liabilitiessimultaneously, in each future period in which significant amounts of deferredtax assets or liabilities are expected to be settled or recovered. Financial instruments The Group does not hold or issue derivative financial instruments for tradingpurposes. Financial instruments are recognised when the Group becomes party tothe contractual terms of the instrument. Financial instruments are derecognisedeither on the expiry of the contractual terms of the instrument or when the cashflows attaching to the instrument have expired Financial assets The only financial assets held by the Group arise principally through theprovision of services to customers. They are initially recognised at fair valueplus transaction costs that are directly attributable to their acquisition andare subsequently carried at amortised cost using the effective interest ratemethod, less provision for impairment. The Group's receivables comprise trade and other receivables and cash and cashequivalents in the balance sheet. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 1 Basis of preparation (continued) Financial instruments (continued) Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call withbanks, bank overdrafts and invoice discounting facilities. Bank overdrafts andinvoice discounting facilities are shown within current liabilities on thebalance sheet. Financial liabilities Bank and other borrowings and invoice discounting facilities are recognised atfair value net of any transaction costs directly attributable to the issue ofthe instrument. Interest bearing liabilities are subsequently measured atamortised cost using the effective interest rate method, which ensures that anyinterest expense over the period to repayments at a constant rate on the balanceand the liability in the balance sheet. The Group operates invoice discounting facilities on its trade debtors. Advancesof between 85% and 90% of the agreed balances can be drawn down in advance.Interest is payable at varying commercial rates on balances drawn. Trade and other short term monetary liabilities are initially recognised at fairvalue and subsequently carried at amortised cost using effective interestmethod. Contingent deferred consideration Contingent deferred consideration due in respect of acquisitions is initiallyrecorded at expected cost and discounted back to the balance sheet date using anappropriate discount rate. The interest is charged to the income statement overthe period of the deferment. Share capital Financial instruments issued by the Group are treated as equity only to theextent that they do not meet the definition of a financial liability. TheGroup's ordinary shares are classed as equity instruments. Dividends Equity dividends are recognised when they become legally payable. Interim equitydividends are recognised when paid. Final equity dividends are recognised whenapproved by the shareholders at an annual general meeting. Leased assets Where substantially all of the risks and rewards incidental to ownership of aleased asset have been transferred to the group (a "finance lease"), the assetis treated as if it had been purchased outright. The amount initiallyrecognised as an asset is the present value of the minimum lease paymentspayable over the term of the lease. The corresponding lease commitment is shownas a liability. Lease payments are analysed between capital and interest. Theinterest element is charged to the income statement over the period of the leaseand is calculated so that it represents a constant proportion of the leaseliability. The capital element reduces the balance owed to the lessor. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 1 Basis of preparation (continued) Leased assets (continued) Where substantially all of the risks and rewards incidental to ownership areretained by the lessor (an "operating lease"), the total rentals payable underthe lease are charged to the income statement on a straight-line basis over thelease term. The land and buildings elements of property leases are considered separately forthe purposes of lease classification. Pension costs The Group operates some defined contribution pension schemes. There is aself-administered scheme for certain executive directors and Group PersonalPension Plans for staff. The assets of these schemes are held separately fromthose of the Group in independently administered funds. The pension cost chargerepresents contributions payable by the Group to the schemes for the period. Share-based payments Where share options are awarded to employees, the fair value of the options atthe date of the grant is charged to the profit and loss account over the vestingperiod. Non-market conditions are taken into account by adjusting the number ofequity instruments expected to vest at each balance sheet date so that,ultimately, the cumulative amount recognised over the vesting period is based onthe number of options that eventually vest. Market vesting conditions arefactored into the fair value of the options granted. As long as all othervesting conditions are satisfied, a charge is made irrespective of whether themarket vesting conditions are satisfied. The cumulative expense is not adjustedfor failure to achieve a market vesting condition. Where the terms and conditions of options are modified before they vest, theincrease in the fair value of the options, measured immediately before and afterthe modification, is also charged to the profit and loss account over theremaining vesting period. Where an equity instrument is granted to a person other than an employee, theprofit and loss account is charged with the fair value of goods and servicesreceived. National insurance is payable on gains made by employees on exercise of shareoptions granted to them. The eventual liability to National Insurance isdependent on the market price of the shares at the date of exercise, the numberof options to being exercised and the prevailing rate of National Insurance atthe date of exercise. The Company provides for potential National Insurancedependant on the current market value of the shares. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 2 First time adoption of International Financial Reporting Standards There were no required amendments to the income statement for the year ended 31January 2007 or to the net assets as at 1 February 2006 or 1 February 2007 as aresult of the transition to IFRS from the results previously reported under UKGenerally Accepted Accounting Principles. The only changes to the cash flow statement are presentational. The key onesinclude: • Presenting a statement showing movements in cash and cash equivalents,rather than just cash. Cash under UK GAAP comprised only amounts accessible in24 hours without penalty less overdrafts repayable on demand. Under IFRS, cashand cash equivalents include cash at bank and in hand, highly liquid interestbearing securities with original maturities of twelve months or less, and bankoverdrafts. • Classifying tax cash flows as relating to operating activities. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 3 Loss per share The calculation of loss per share for the period ended 30 September 2007 isbased on a weighted average number of shares in issue during the period of: Dilutive effect of share options and shares to be issued Basic Diluted 30 September 2007 28,801,555 - 28,801,55831 January 2007 17,839,944 - 17,839,944 The above same number of shares are used in all of the loss per sharecalculations below. Additional disclosure is also given in respect of loss per share before goodwillimpairment as the directors believe this gives a more accurate presentation ofmaintainable earnings. Eight months ended 30 September 2007 Total £'000 Loss used for basic and diluted calculation (6,902)Goodwill impairment 5,271 Loss before goodwill impairment (1,631) Pence Basic and diluted loss per share (23.96)Goodwill impairment 18.30 Basic and diluted loss per share before goodwill impairment (5.66) Year ended 31 January 2007 Total £'000 Loss used for basic and diluted calculation (246) Pence Basic and diluted loss per share (1.38) Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 4 Intangible assets Goodwill Trademarks Total £'000 £'000 £'000Cost or valuation Balance at 1 February 2006 690 5 695Additions - 1 1 Balance at 31 January 2007 690 6 696 Balance at 1 February 2007 690 6 696Additions - 1 1Acquired through business combinations 6,263 - 6,263 Balance at 30 September 2007 6,953 7 6,960 Accumulated amortisation and impairment Balance at 1 February 2006 - 2 2Amortisation for the year - 2 2 Balance at 31 January 2007 - 4 4 Balance at 1 February 2007 - 4 4Amortisation for the period - 2 2Impairment losses 5,271 - 5,271 Balance at 30 September 2007 5,271 6 5,277 Net book value At 1 February 2006 690 3 693 At 31 January 2007 690 2 692 At 30 September 2007 1,682 1 1,683 Additions to goodwill in the period are analysed further as follows: £'000 Acquisition of Servoca Plc (note 6a) 5,271Purchase of Windsor Recruitment & Training (note 6b) 670Purchase of Firstpoint Healthcare (note 6c) 322 Total 6,263 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 4 Intangible assets (continued) Goodwill and impairment Impairment During the period Servoca Plc (formerly Multi Group Plc "Multi"), was acquiredby way of a reverse acquisition by Dream Group Limited. The directors have fairvalued the goodwill resulting from the acquisition to £nil and have impaired thecarrying value of goodwill to reflect this. Multi had a historic record of significant losses and, at the time ofacquisition, was also loss making with little or no prospect in its then form ofbecoming profitable to any material degree, with the performance of the tradingentities deteriorating. The board have considered the existence of any valuableintangible assets within Multi and have not identified any materiallysignificant items. By definition, the £5,271,000 (as detailed in note 6a) istherefore attributed to goodwill. The directors have therefore formed theopinion that, at the date of the acquisition, the carrying value and value inuse of this goodwill was negligible. The aforementioned view is one that is consistent with that formed in respect ofthe goodwill associated with the trading subsidiaries of Multi as at 31 March2007. As reported in the audited statutory accounts to that date, this goodwillwas impaired by £4,183,000 to £514,000. These trading subsidiaries havecontinued to under-perform in the current period and therefore, in the opinionof the directors, a further impairment has occurred. Goodwill The potential intangible assets that arise from the acquisition of the trade andassets of the group of companies known as Windsor Recruitment ("Windsor") fromthe administrators, Vantis Plc on 31 July 2007, is the difference between thecash consideration paid less net assets acquired. The board have considered theexistence of any valuable intangible assets within Windsor and have notidentified any materially significant items. By definition, the £670,000 istherefore attributed to goodwill. The potential intangible assets that arise from the acquisition of the trade andassets of Firstpoint Healthcare Limited ("Firstpoint") from the administrators,Kroll on 28 September 2007, is the difference between the cash considerationpaid less net assets acquired. The board have considered the existence of anyvaluable intangible assets within Firstpoint and have not identified anymaterially significant items. By definition, the £322,000 is thereforeattributed to goodwill. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 5 Called up share capital Servoca Plc 30 September 30 September 31 March 31 March 2007 2007 2007 2007 Number £'000 Number £'000 '000 '000Authorised:Ordinary shares of 0.1p each - - 1,313,509 1,314Ordinary shares of 10p each 60,000 6,000 - -Preference shares of £1 each 7,400 7,400 7,400 7,400Allotted, issued and fully paid:Ordinary shares of 0.1p each - - 544,705 545Ordinary shares of 10p each 39,307 3,931 - -Preference shares of £1 each - - - - The preference shares hold no dividend rights except in the event of a windingup of the Company when any assets held for distribution are first applied to theholders of these shares to the extent they are paid up. Dream Group Limited 30 September 30 September 31 January 31 January 2007 2007 2007 2007 Number £'000 Number £'000 '000 '000Authorised:Ordinary shares of 0.001p each 100,000 1,000 100,000 1,000 Allotted, issued and fully paid:Ordinary shares of 0.001p each 29,862 299 14,811 148 Movements in issued share capital Ordinary shares Ordinary Ordinary of 0.001p Ordinary shares of Ordinary shares of Ordinary each shares of 0.1p each shares of 10p each Shares of Number 0.001p each Number 0.1p each Number 10p each '000 £'000 '000 £'000 '000 £'000 Issued:In issue at 1 February 2007 14,811 - - - - -Loans converted to shares 15,052 - - - - -Reverse acquisition (29,863) - 544,705 545 - -Consolidation (see below) - - (544,705) (545) 5,447 545Issued during period - - - - 33,860 3,386 In issue at 30 September 2007 - - - - 39,307 3,931 Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the eight months ended 30 September 2007 5 Called up share capital (continued) On 7 June 2007, 15,051,724 ordinary shares of 0.001p each in Dream Group Limitedwere issued at 15p each. The consideration for these were the balancesoutstanding on the loans from Retro Grand Limited and the discounted bond fromSeraffina Holdings Limited on that date. On the same date, Servoca Plc simplified its share structure by consolidatingevery one hundred ordinary shares of 0.1p each into one ordinary share of 10peach. Following this consolidation 5,447,048 ordinary shares of 10p each were inissue. On the same date, the Company raised £4 million, before expenses, through aplacing of 16,000,000 ordinary shares of 10p each at a price of 25p per share. As part of the acquisition costs of Dream Group Limited, the Company issued17,839,944 ordinary shares of 10p each. On 8 June 2007, Conditional Share Award Agreements were entered into between theCompany and certain employees in respect of 1,600,000 ordinary shares of 10peach. The agreements required the 1,600,000 ordinary shares of 10p each to befully paid which was contrary to the understanding between the Company and therelevant employees. These 1,600,000 ordinary shares of 10p were entered onto theCompany share register. The Company has been advised that in the circumstancesthe Conditional Share Awards of the 8 June 2007 can be treated as null and void.The Company has accordingly applied to the Registrars to have the 1,600,000ordinary shares of 10p removed from the share register. The number of shares inissue at 30 September 2007 exclude the 1,600,000 ordinary shares of 10p each. After the balance sheet date, in November 2007 Servoca Plc obtained courtapproval to reduce its capital by way of cancelling the balance on the sharepremium account and capital redemption reserve so that the amounts standing ascredits on these undistributable reserves become realised profits which can becredited to the Company's profit and loss account in order to eliminate theaccumulated losses. 6 Acquisitions (a) Dream Group Limited On 7 June 2007, the Company acquired 99.97% of the issued share capital of DreamGroup Limited for a total consideration of £4.46 million, satisfied in full bythe issue of 17,839,944 ordinary shares of 10p each at 25p per share. DreamGroup Limited provides recruitment services in the education and healthcaresectors and a range of support services to the policing sector. Under IFRS 3 and the AIM Rules, the acquisition was classified as a reverse takeover and as a consequence, as stated in note 1, the figures produced belowrepresent the transaction as if Dream Group Limited acquired Servoca Plc and itssubsidiaries on the same date. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the year ended 30 September 2007 6 Acquisitions (continued) (a) Dream Group Limited (continued) Details of the book and fair value (subject to impairment of goodwill disclosedin note 4) of identifiable assets and liabilities acquired, purchaseconsideration and goodwill are as follows: £'000 £'000 Property, plant and equipment 122Trade and other receivables 1,028Cash 69Trade and other payables (2,303)Bank overdraft (74)Invoice discounting facilities (585) Net liabilities 1,743Consideration paidDeemed cost of acquisition (see below) 3,132Costs associated with the acquisition 396 Goodwill 5,271 The fair value of the deemed cost of acquisition is taken as the market value ofServoca Plc's ordinary shares on 7 June of 0.575p each multiplied by the sharesin issue on that date of 544,704,800 shares. (b) Windsor Recruitment & Training Limited On 31 July 2007, the Company acquired, as a going concern, the business, tradeand certain assets of a business trading as Windsor Recruitment ("Windsor") fromthe administrators Vantis Group Limited. Windsor provides recruitment servicesin respect of qualified nurses, care assistants and social work professionals. The Company paid an initial consideration of £1.37 million, of which £1.16million related to the debtor book, with the remaining £0.21 million paid inrespect of the business, trade and other assets acquired. Performance related contingent consideration will be payable in cash for each ofthe two 12 month periods following acquisition. This will be payable at the rateof 1.875% on annual turnover billed to customers up to £8 million in each of the12 month periods. No payment will be due in respect of any 12 month period whereannual turnover billed to customers falls below £5 million. The maximum deferredconsideration payable is capped at £0.3 million. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the year ended 30 September 2007 6 Acquisitions (continued) (b) Windsor Recruitment & Training Limited (continued) Details of the book and fair value of identifiable assets and liabilitiesacquired, purchase consideration and goodwill are as follows: Fair value Book value adjustment Fair value £'000 £'000 £'000 Receivables 1,676 (516) 1,160 Consideration paidCash 1,370Acquisition costs and costs to maintain business 160Deferred consideration 300 1,830 Goodwill 670 The potential intangible assets that arise from the acquisition of the trade andassets of the group of companies known as Windsor Recruitment from theadministrators, Vantis Plc on 31 July 2007, is the difference between the cashconsideration paid less net assets acquired. The board have considered theexistence of any valuable intangible assets within Windsor and have notidentified any materially significant items. By definition, the £670,000 istherefore attributed to goodwill. The following factors have contributed to the recognition of goodwill: • The acquired workforce • The expected synergies from acquisition As part of the acquisition it was agreed that Servoca would pay approximately70p in the pound for the book debts as a discount on their carrying value due totheir ageing and lack of available records. Included in the results of the Group for the period is a loss of £672,000 inrespect of Windsor since its acquisition. This is considered to bedisproportionate to the true trading results of Windsor as it includes costsincurred to maintain staff and business since the purchase out ofadministration. (c) Firstpoint Healthcare On 28 September 2007, the Company acquired, as a going concern, the business,trade and certain assets of a business trading Firstpoint Healthcare Limited ("Firstpoint") from the administrators Kroll. Firstpoint provides recruitmentservices in respect of qualified nurses, care assistants and social workprofessionals. Preliminary announcement of the results for the eight months ended 30 September2007 SERVOCA Plc Notes forming part of the financial information (continued) For the year ended 30 September 2007 6 Acquisitions (continued) (c) Firstpoint Healthcare (continued) The Company paid an initial consideration of £0.7 million, of which £0.5 millionrelated to the debtor book, with the remaining £0.2 million paid in respect ofthe business, trade and other assets acquired. Details of the book and fair value of identifiable assets and liabilitiesacquired, purchase consideration and goodwill are as follows: £'000 £'000 Property, plant and equipment 8Trade and other receivables 563Trade and other payables (163) Net assets (408)Consideration paidCash 721Acquisition costs 9 730 Goodwill 322 The potential intangible assets that arise from the acquisition of the trade andassets of Firstpoint from the administrators, Kroll on 28 September 2007, is thedifference between the cash consideration paid less net assets acquired. Theboard have considered the existence of any valuable intangible assets withinFirstpoint and have not identified any materially significant items. Bydefinition, the £322,000 is therefore attributed to goodwill. The following factors have contributed to the recognition of goodwill: • The acquired workforce • The expected synergies from acquisition Included in the results of the Group for the period is a loss of £76,000 inrespect of Firstpoint since its acquisition. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Servoca