14th Jan 2005 14:05
Acquisitor PLC14 January 2005 14 JANUARY 2005 ACQUISITOR PLC ("ACQ") ("ACQUISITOR" or "the Company") (Ticker: Reuters ACQ.L or Bloomberg: ACQ LN) Final Results for the year ended 30 September 2004 Chairman's Statement IntroductionSince February 2004, it has been your Board's intention to maximise shareholdervalue through a reverse takeover opportunity. Since that date our efforts havebeen directed in finding a suitable reverse candidate. I am extremely pleased tonow be able to report that the Company has agreed, subject to shareholderapproval to acquire 100 per cent of the issued ordinary share capital of AgendaTelevision Limited trading as Tinopolis ("Tinopolis"). Further details are setout below and in the Directors' report. Financial HighlightsFor the year ended 30 September 2004 the Company made a loss after tax of£72,221 (2003 - profit after tax of £50,081). Net assets at 30 September 2004were £1,026,585 or 36p per share (2003 - £1,098,806 or 38p per share). DisposalThe Company's remaining holdings were sold on 13 May 2004 realising a profit ondisposal of approximately £122,000. AcquisitionYour Board believes that the proposed acquisition of Tinopolis providesshareholders with an opportunity to participate in the growing TVoutsourced-production market. Tinopolis is one of the United Kingdom's leadingindependent television production companies. Established in 1990 and based inLlanelli, Tinopolis is a major player in the regional television marketproducing approximately 640 hours of television programming in 2004 for theWelsh channel, S4C, as well as programmes for a number of other broadcasters.Tinopolis is currently Britain's third largest independent television producerbased outside of London. Tinopolis also provides creative and technicalinteractive services for many government and public authorities in the UK andcorporate organisations worldwide. ConclusionWe believe that the acquisition of Tinopolis represents an excellent opportunitythat gives Acquisitor shareholders a share in an expanding business in a growingmarket. John RadziwillChairmanEnquiries: Bishopsgate Communications Ltd. Tel: 020 7430 1600Maxine BarnesDominic Barretto Daniel Stewart & Company plc Tel: 020 7374 6789Paul ShackletonMarc Young Report of the Directors The directors present their report and the audited financial statements for theyear ended 30 September 2004. PRINCIPAL ACTIVITIESThe principal activity of the Company is the sourcing of and acquisition ofinvestments in companies which the directors consider to be undervalued. TheCompany evaluates transactions in a wide spectrum of sectors, which willtypically be UK and continental European quoted companies. RESULTS AND DIVIDENDSThe results for the year ended 30 September 2004 are shown in the profit andloss account on page 7. The loss for the year after taxation was £72,221 (2003 -profit £50,081). The directors do not recommend the payment of a dividend (2003 - £nil). DIRECTORS AND THEIR INTERESTSThe directors at the balance sheet date and their interests in the company atthat date and at the beginning of the year (or on appointment if later), were asfollows: Class of share 2004 2003J S A Radziwill Ordinary 703,097 732,500C D Soukup Ordinary 713,097 742,500T J C Lovell Ordinary 0 0C H B Mills Ordinary 435,000 435,000 J S A Radziwill and C D Soukup have a combined interest in 675,597 sharesthrough their interest in the discretionary fund management arrangements ofLionheart Group Inc and/or its affiliates, and a combined interest in 27,500shares held in joint names. C D Soukup also holds 10,000 shares in his own name.C H B Mills has an interest in 430,000 shares through his interest in NorthAtlantic Smaller Companies Investment Trust Plc, and 5,000 shares in his ownname. The directors do not have any share options. The directors who served throughout the period were: J S A Radziwill Served all yearC D Soukup Served all yearL O Johnson Resigned 9 June 2004T J C Lovell Served all yearC H B Mills Served all year SIGNIFICANT SHAREHOLDINGSThe following significant shareholdings at 30 September 2004 have been notifiedto the company: Lionheart Group Inc 23.6%Scottish Value Trust plc 21.2%North Atlantic Smaller Companies Investment Trust Plc 15.0%Framlington Investments Limited 8.7%Swiss Life (UK) plc 7.7%Polaris Partners 6.3%L O Johnson 6.3% AcquisitionThe Company expects to announce on or around 14 January 2005 that it hasconditionally, subject to shareholder approval, agreed to acquire 100 per centof the issued ordinary share capital of Agenda Television Limited trading asTinopolis ("Tinopolis"). The purchase consideration in respect of the 100 percent shareholding will be satisfied by the issue of 22,000,000 new ordinaryshares and, subject to the achievement of profit targets in the year ending 30September 2005 a further deferred consideration of 2,500,000 new ordinaryshares. An EGM to approve this transaction is being held on 7 February 2005. Followingthis John Radziwill, Tim Lovell and Chris Mills will resign as Directors. RonJones, one of the vendors and the current chairman of Tinopolis, will beappointed Executive Chairman and Arwel Rees, the Managing Director of Tinopolis,will take that post in the New Group. Duncan Soukup will continue to serve as aNon-Executive Director. Angharad Mair and Rhys Davies will also join the Board.As soon as practicable, Acquisitor will also change its name to "Tinopolis plc". DIRECTORS' RESPONSIBILITIESCompany law requires the directors to prepare financial statements for eachfinancial year which give a true and fair view of the state of affairs of thecompany and of the profit or loss of the company for that period.In preparing those financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently;- make judgements and estimates that are reasonable and prudent;- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records whichdisclose with reasonable accuracy at any time the financial position of thecompany and to enable them to ensure that the financial statements comply withthe Companies Act 1985. They have general responsibility for taking such stepsas are reasonably open to them to safeguard the assets of the company and toprevent and detect fraud and other irregularities. CREDITOR PAYMENT POLICYThe Company does not follow any code or standard on the payment of suppliers.Trade creditor days of the company for the year were 18 days (2003 - 12 days),based on the ratio of trade creditors at the end of the year to the amountsinvoiced during the period by trade creditors. AUDITORSKPMG Audit Plc is willing to be reappointed as auditors in accordance with theprovisions of section 385 of the Companies Act 1985. By order of the BoardDate: 12 January 2005 Secretary Auditors' Report KPMG Audit Plc7th Floor, 1 Canada SquareLondon E14 5AGUnited Kingdom Independent auditors' report to the members of Acquisitor Plc We have audited the financial statements on pages 7 to 16. This report is made solely to the company's members, as a body, in accordancewith section 235 of the Companies Act 1985. Our audit work has been undertakenso that we might state to the company's members those matters we are required tostate to them in an auditor's report and for no other purpose. To the fullestextent permitted by law, we do not accept or assume responsibility to anyoneother than the Company and the Company's members as a body, for our audit work,for this report, or for the opinions we have formed. Respective responsibilities of directors and auditorsThe directors are responsible for preparing the annual report and, as describedon page 5, this includes responsibility for preparing the financial statementsin accordance with applicable United Kingdom law and accounting standards. Ourresponsibilities, as independent auditors, are established in the United Kingdomby statute, the Auditing Practices Board and by our profession's ethicalguidance. We report to you our opinion as to whether the financial statements give a trueand fair view and are properly prepared in accordance with the Companies Act1985. We also report to you if, in our opinion, the directors' report is notconsistent with the financial statements, if the company has not kept properaccounting records, if we have not received all the information and explanationswe require for our audit, or if information specified by law regardingdirectors' remuneration and transactions with the company is not disclosed. We read the other information accompanying the financial statements and considerwhether it is consistent with those statements. We consider the implications forour report if we become aware of any apparent misstatements or materialinconsistencies with the financial statements. Basis of audit opinionWe conducted our audit in accordance with Auditing Standards issued by theAuditing Practices Board. An audit includes examination, on a test basis, ofevidence relevant to the amounts and disclosures in the financial statements. Italso includes an assessment of the significant estimates and judgements made bythe directors in the preparation of the financial statements, and of whether theaccounting policies are appropriate to the company's circumstances, consistentlyapplied and adequately disclosed. We planned and performed our audit so as to obtain all the information andexplanations which we considered necessary in order to provide us withsufficient evidence to give reasonable assurance that the financial statementsare free from material misstatement, whether caused by fraud or otherirregularity or error. In forming our opinion we also evaluated the overalladequacy of the presentation of information in the financial statements. OpinionIn our opinion the financial statements give a true and fair view of the stateof the company's affairs as at 30 September 2004 and of its loss for the yearthen ended and have been properly prepared in accordance with the Companies Act1985. KPMG Audit Plc 12 January 2005Chartered Accountants Registered Auditor Profit and Loss Account for the year ended 30 September 2004 Note 2004 2003 £ £ INCOME FROM OPERATIONS 0 0 ------------ ----------- GROSS PROFIT 0 0Administrative expenses:Exceptional items 8 0 11,328Other (214,340) (372,036) ------------ ----------- (214,340) (360,708) OPERATING LOSS (214,340) (360,708)Profit on sale of fixed assets 3 122,290 257,327Other interest receivable and similar income 4 20,735 34,663Interest payable and similar charges 5 (906) (1,482) ------------ ----------- (LOSS)/PROFIT ON ORDINARY ACTIVITIESBEFORE TAXATION 2 (72,221) (70,200)Tax on profit on ordinary activities 7 0 120,281 ------------ ----------- RETAINED (LOSS)/PROFITFOR THE YEAR 13 (72,221) 50,081 ------------ ----------- Earnings per share (pence) 9 (2.5) 1.8 Diluted earnings per share (pence) 9 (2.5) 1.8 Earnings per share before exceptionalitems (pence) 9 (2.5) 1.4 The Company's income and expenses during current and previous years all relateto continuing operations. The Company had no recognised gains and losses during current and previous yearsother than those included in the Profit and Loss account. The notes on pages 10to 16 form part of these accounts. Balance Sheet as at 30 September 2004 Note 2004 2003 £ £ £ £FIXED ASSETSInvestments 10 0 817,047 CURRENT ASSETSCash at bank and in hand 1,144,907 420,572Prepayments & accrued 2,340 3,211income ------- ------- 1,147,247 423,783 ------- ------- CURRENT LIABILITIESCreditors 11 (120,662) (142,024) ------- ------- NET CURRENT ASSETS 1,026,585 281,759 ------- ------- ------- TOTAL ASSETS LESS CURRENT 1,026,585 1,098,806LIABILITIES ------- ------- CAPITAL AND RESERVES 13Called-up share capital 57,143 57,143Profit and loss account 969,442 1,041,663 ------- ------- SHAREHOLDERS' FUNDS / 1,026,585 1,098,806EQUITY ------- ------- The financial statements were approved by the Board on 12 January 2005 andsigned on its behalf by: T J C LovellDirector The notes on pages 10 to 16 form part of these accounts. Cash Flow StatementFor the year ended 30 September 2004 Note 2004 2003 £ £ £ £Cash flow from operating 14 (249,759) (1,232,060)activities Returns on investmentsandservicing of financeInterest received 18,888 34,663Interest paid (906) (1,276) -------- -------- 17,982 33,387 TaxationPayment of corporation 0 (368,437)tax -------- -------- 0 (368,437) Capital expenditureandfinancial investmentPurchase of investments (85,228) (1,609,746)Proceeds on disposals of 1,024,565 1,050,025investments -------- -------- 939,337 (559,721) -------- -------- Cash inflow before 707,560 (2,126,831)financing FinancingCapital distribution 20 0 (2,262,273) -------- -------- 0 (2,262,273) -------- Increase/(Decrease) incashduring the year 15 707,560 (4,389,104) -------- -------- The notes on pages 10 to 16 form part of these accounts. Notes to the Financial Statements for the year ended 30 September 2004 1. ACCOUNTING POLICIESThe financial statements have been prepared in accordance with applicableaccounting standards. Segmental analysis is not given as the directors considerthe Company to have one business segment, which operates in the UK.(a) Basis of accountingThe financial statements are prepared under the historical cost convention.(b) Fixed Asset InvestmentsThe business of the Company is the management and realisation of fixed assetinvestments. The Company's investments are included at historic cost, accountedfor on an average cost basis. Provisions made for any impairment in value arewritten off through the profit and loss account for the period. All profits andlosses arising are shown as profits on sale of fixed asset investments.(c) Deferred taxationDeferred taxation is recognised without discounting in respect of all timingdifferences between the treatment of certain items for taxation and accountingpurposes which have arisen but not reversed by the balance sheet date, except asotherwise required by Financial Reporting Standard 19.(d) Foreign currency translationTransactions in foreign currencies are translated at the exchange rate ruling onthe date the transaction occurs. At the balance sheet date, monetary assets andliabilities denominated in foreign currency are translated using the closingrate. Non-monetary assets, including investments, are stated at the rate rulingon the date that the investment was acquired. Exchange differences are taken tothe profit and loss account for the period. 2. LOSS/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATIONThe loss/profit on ordinary activities before taxation is stated after charging/(crediting): 2004 2003 £ £ Directors' fees 66,600 71,600Auditors' remuneration:Audit fees 23,950 21,150Other services 8,625 29,313Exceptional items (see note 8) 0 (11,328) 3. PROFIT ON SALE OF FIXED ASSETS 2004 2003 £ £ Profit from disposal of investments 122,290 257,327 ------------- ---------- 4. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME 2004 2003 £ £ Interest receivable on bank deposits 18,888 34,663Exchange gains 1,847 0 ------------ ---------- 20,735 34,663 ------------ ---------- 5. INTEREST PAYABLE AND SIMILAR CHARGES 2004 2003 £ £ On bank loans and overdrafts 906 1,276Exchange losses 0 206 ------------- ---------- 906 1,482 ------------- ---------- 6. DIRECTORS' EMOLUMENTS 2004 2003 £ £ Directors' fees 66,600 71,600Ex-gratia payments 2,500 0Directors' performance bonus 0 0 ------------- ---------- 69,100 71,600 ------------- ---------- The amounts attributable to the highest paid directorare: Directors' fees 46,600 46,600Directors' performance bonus 0 0 ------------- ---------- 46,600 46,600 ------------- ---------- The directors are entitled to receive a performance bonus based on achievingcertain targets. The allocation of the bonus is at the discretion of theRemuneration Committee. The directors are entitled to take their bonus in theform of shares. No bonus arose during the year. 7. TAXATION ON PROFIT ON ORDINARY ACTIVITIES 2004 2003 £ £ (a) UK corporation tax based on the results for the period 0 0 at 30% Adjustment in respect of prior years 0 (120,281) --------- --------- 0 (120,281) --------- --------- (b) Loss on ordinary activities before tax (72,221) (70,200) --------- --------- Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (21,666) (21,060) Effects of: Expenses not deductible for corporation tax purposes 183 36,249 Indexation allowance against capital gains (7,412) (25,162) Losses not utilised and carried forward 28,895 9,973 Adjustment in respect of previous years 0 (120,281) --------- --------- Current tax charge 0 (120,281) --------- --------- No deferred tax asset has been recognised in respect of the tax losses carriedforward, as there is currently insufficient evidence that these losses will berecoverable. 8. EXCEPTIONAL ITEMS 2004 2003 £ £ Professional fees, administrative charges and stock exchangelisting fees in connection with the Company's capitalreductionand the establishment and listing of Acquisitor Holdings 0 (11,328)(Bermuda) Ltd as described in Note 20. --------- -------- 9 EARNINGS PER SHARE 2004 2003 £ £(Loss)/Profit for the period after taxation (72,221) 50,081 ---------- ---------- (Loss)/Profit on ordinary activities after taxationbut before exceptional items (72,221) 38,753 ---------- ---------- Weighted average number of shares issued for theperiod 2,857,145 2,857,145Effect of dilutive shares:Weighted average number of shares issuable underdirectors' bonus scheme 0 0 ---------- ---------- Total number of shares 2,857,145 2,857,145 ---------- ---------- Earnings per share (pence) (2.5) 1.8 Diluted earnings per share (pence) (2.5) 1.8 Earnings per share before exceptional items (pence) (2.5) 1.4 Diluted earnings per share and earnings per share before exceptional items areprovided as the directors consider these to give a more meaningful measure ofthe underlying performance of the company.Under the terms of the directors' bonus scheme they are entitled to take theirbonus in the form of shares. The shares may be acquired at market value, whichstood at 48.5p on 30 September 2004 (2003 - 40p).10 INVESTMENTS 2004 2003 £ £COSTAt 1 October 2003 817,047 8,644,357Additions 85,228 1,609,746Disposals (902,275) (9,437,056) ---------- ---------- At 30 September 2004 0 817,047 ---------- ---------- The market value of the listed investments at 30 September 2004 was £0 (2003 -£873,625). Prior year investments were listed on the London Stock Exchange. 11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2004 2003 £ £Bank overdraft (unsecured) 37,267 22,339Trade creditors 7,996 17,200Other creditors 3,860 1,400Accruals 71,539 101,085 ---------- ---------- 120,662 142,024 ---------- ---------- 12. SHARE CAPITAL 2004 2003 £ £Authorised share capital:130,714,290 ordinary shares of £0.02 each 2,614,286 2,614,286 ---------- ---------- Allotted, issued and fully paid:2,857,145 ordinary shares of £0.02 each 57,143 57,143 ---------- ---------- 13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Share Profit and capital loss account Total £ £ £At 1 October 2003 57,143 1,041,663 1,098,806(Loss) for the period 0 (72,221) (72,221) ---------- ---------- ---------- At 30 September 2004 57,143 969,442 1,026,585 ---------- ---------- ---------- 14. RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS 2004 2003 £ £Operating loss:Ordinary items (214,340) (372,036)Exceptional items 0 11,328Decrease in prepayments & accrued income 871 11,988Decrease in creditors (36,290) (883,340) ---------- ---------- Net cash outflow from operations (249,759) (1,232,060) ---------- ---------- 15. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2004 2003 £ £Increase / (Decrease) in cash 724,335 (7,149,062)(Increase) / Decrease in bank overdraft (16,775) 2,759,958 ---------- ---------- Movement in net funds from cash flows 707,560 (4,389,104)Foreign exchange gain / (loss) 1,847 (206) ---------- ---------- Movement in net funds 709,407 (4,389,310)Net funds at 1 October 2003 398,233 4,787,543 ---------- ---------- Net funds at 30 September 2004 1,107,640 398,233 ---------- ---------- 16. NUMBER OF EMPLOYEESThere were no employees during the period. 17. RELATED PARTY TRANSACTIONSJ S A Radziwill and C D Soukup are directors of New York Holdings Ltd, theparent of Lionheart Advisors, Inc. which provides research advice to theCompany. During the year the company paid £20,914 (2003 - £22,506) to LionheartAdvisors Inc in respect of the provision of research advice. At 30 September2004 the company owed Lionheart Advisors Inc £4,963 (2003 - £nil).There were no other related party transactions during the current year. 18. CONTROLNo individual, or group of individuals, has control of the company. 19. FINANCIAL INSTRUMENTSThe company's financial instruments comprise working capital, borrowings, somecash and liquid resources, together with various items such as other debtors andtrade creditors etc, that arise directly from its operations. The main purposeof these financial instruments is to finance the company's activities.The company may also enter into derivatives transactions, principally put andcall options on holdings, in order to manage market risk arising from itsoperations. The main risks arising from the company's financial instruments are interestrate risk, foreign exchange risk and capital loss risk. The Board reviews andagrees policies for managing each of these risks and they are summarised below.These policies have remained unchanged since the beginning of the year. Interest rate riskThe company does not undertake any significant hedging against interest risk.The company finances its operations through retained profits, equity fundsraised in previous periods and bank borrowings. The company maintains a smallbalance on current account and the balance on deposit account. Foreign currency riskThe company undertakes hedging activities on foreign exchange risk. The companymay borrow foreign currency against holdings denominated in the same currency. Capital loss riskThe company closely monitors the stock markets and general economic conditionsin order to minimise the risk of capital loss on its holdings. In addition thecompany may undertake hedging activities. 20. CAPITAL DISTRIBUTIONDuring the year ended 30 September 2002 the Company established a new company,Acquisitor Holdings Ltd (previously named Acquisitor Holdings (Bermuda) Ltd). On7 October 2002 the Company transferred all of its investments, with book valueof £8,644,357, and cash of £2,262,273 into Acquisitor Holdings Ltd, in returnfor shares in that company. Pursuant to a capital reduction, approved by theHigh Court and registered with Companies House on 5 September 2002, the Companyarranged for the shares it held in Acquisitor Holdings Ltd to be distributed tothe Company's shareholders. All the costs in connection with the capitalreduction, the establishment and listing of Acquisitor Holdings Ltd and thetransfer of the assets were charged to the profit and loss account for the yearended 30 September 2002 and shown as exceptional charges. An overprovision ofcosts in 2002 of £11,328 was credited to the profit and loss account in the yearended 30 September 2003 (Note 8). 21. POST BALANCE SHEET EVENTThe Company expects to announce on or around 14 January 2005 that it hasconditionally, subject to shareholder approval, agreed to acquire 100 per centof the issued ordinary share capital of Agenda Television Limited trading asTinopolis ("Tinopolis"). The purchase consideration in respect of the 100 percent shareholding will be satisfied by the issue of 22,000,000 new ordinaryshares and, subject to the achievement of profit targets in the year ending 30September 2005 a further deferred consideration of 2,500,000 new ordinaryshares. An EGM to approve this transaction is being held on 7 February 2005. Followingthis John Radziwill, Tim Lovell and Chris Mills will resign as Directors. RonJones, one of the vendors and the current chairman of Tinopolis, will beappointed Executive Chairman and Arwel Rees, the Managing Director of Tinopolis,will take that post in the New Group. Duncan Soukup will continue to serve as aNon Executive Director. Angharad Mair and Rhys Davies will also join the Board.As soon as practicable Acquisitor will also change its name to "Tinopolis plc". Following the acquisition, it is estimated that the Company will have net assetsof £3.3 million, including goodwill arising from the acquisition, representingthe difference between the fair value of the consideration and the fair value ofthe net assets acquired, of approximately £0.7 million. This goodwill will beamortised over a period of five years from the date of acquisition. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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