30th Mar 2010 07:00
30 March 2010
Toumaz Holdings Limited
Final Results
Toumaz Holdings Limited (AIM: TMZ, 'Toumaz'), a pioneer in low cost, ultra-low power wireless communications technology, has published its Final Results for the year to 31 December 2009.
Highlights
·; Established leading international position in 'last metre' connectivity
·; Completed successful fund raisings totalling £16.5m net to support growth
·; Year-end cash position of £9m
·; Digital Plaster trials on course
Professor Chris Toumazou, Chief Executive of Toumaz commented,
"2009 was a year of good progress. We consolidated the two operating units for the Group, successfully completed fund raisings amounting to £16.5m and established a leading position in the provision of seamless last metre connectivity - particularly in the healthcare and home connectivity markets.
"Our enhanced DAB radio chips are being shipped whilst trials of our digital plaster system are on course. We are confident that our last metre connectivity technology can be developed for a number of markets and sectors, as it enables personalised data to be integrated into large scale systems and linked into cloud computing."
Enquiries:
Toumaz Holdings Limited |
020 7355 0036 |
Chris Toumazou, Chief Executive Officer |
|
Patrick Stephansen, Chief Financial Officer |
|
|
|
FinnCap |
020 7600 1658 |
Marc Young (Corporate Finance) |
|
Brian Patient (Corporate Broking) |
|
|
|
College Hill |
020 7457 2020 |
Adrian Duffield/Rozi Morris |
|
Notes to editors:
Toumaz (www.toumazholdings.com)is pioneering low cost, ultra-low power wireless infrastructure for sensory applications in a wide range of markets including medical monitoring.
Toumaz's smart sensor interface and transceiver platform - Sensium™ - enables non-intrusive, real-time wireless monitoring of multiple vital signs for a wide range of healthcare and lifestyle management applications. Based on Toumaz's patented ultra-low power Advanced Mixed Signal (AMx) technology, the Sensium provides the enabling technology to connect the mobile individual to healthcare providers - simply, affordably and unobtrusively.
For healthcare professionals, this transforms the possibilities for pro-active monitoring and improved quality of care. For patients, it delivers new opportunities for lifestyle-compatible, personalised healthcare, as well as better therapeutic outcomes.
Toumaz's patented wireless infrastructure technologies are also applicable to numerous other markets including consumer devices such as internet-connected radios and home and environmental monitoring, based on their compelling combination of high performance, low power and low cost.
Overview
2009 was year of continued progress and consolidation for the Group in terms of both business organisation and delivery of Toumaz's products and technology. The Group increased revenues by 44% to £3.96m and, whilst the losses after tax were £4.4m, the Group ended the year with a cash position of £9.0m.
Toumaz raised £16.5m in 2009, which will enable the Group to deliver significant new products into fast emerging global markets, such as intelligent healthcare monitoring and connected digital radios.
At a strategic level, the Group completed its acquisition of Future Waves UK by way of a share swap and began the integration of Future Waves with the other parts of Toumaz. This has improved efficiency and reduced costs, putting the Group in a stronger position to deliver on its aim of creating innovative applications based on "total connectivity" in the healthcare and consumer markets.
The development of world-leading products based on the Group's core ultra-low power 'AMx' technology continues to be a key driver of competitive advantage. Toumaz is continuing to develop an end-to-end technology platform consisting of innovative hardware, software and systems integration IP to enable "last metre" digital communications in a wide range of high-growth global markets, including remote medical monitoring and home connectivity through devices such as digital radios.
The provision of seamless last metre connectivity allows personalised data to be easily integrated into large scale systems, enabling the development of a new era of applications based on the rapid growing concept of "cloud computing".
Toumaz is pursuing a business model based upon technology licensing and generation of long-term royalties from partner products and solutions, as well as the supply of innovative semiconductor devices, software products and system modules.
Operational review
Healthcare
Digital Plaster
Toumaz's core technology developments continue to focus on delivering "body area networks" for end-to-end healthcare systems that enable the analysis and interpretation of physiological data. The Group has made good progress on its "Sensium" Digital Plaster system, for which Toumaz has licensed IP to its global healthcare partner, CareFusion, to allow the creation of an end-to-end wireless monitoring solution.
Trials of the digital plaster began at St. Mary's Hospital, London, in the final quarter of 2009. The initial objective was to provide a comparative study between the plaster and current state-of-the-art wired monitoring technology, to assess the ability of the plaster to monitor vital signs ranging from normal conditions to elevated conditions.
The primary two elements of this three-phase trial were completed in January 2010. The third element, which involves testing the technology on patients with a wider range of clinical conditions, is continuing and patient recruitment and data collection are expected to finish in the second half of 2010. Results to date have shown that data collection from the plaster compares favourably with measurements by state-of-the-art bedside equipment in a non ambulatory setting.
Toumaz anticipates that CareFusion will conduct further studies of the system in US hospitals in Q4 2010. These studies will help in filing for FDA and CE regulatory approvals, which the Group expects towards the end of 2010. Filing for regulatory approval at the end of 2010 should allow CareFusion to commercialise the solution in mid-2011.
During the year Toumaz received European CE approval for "LifePebble" the Group's non-disposable version of the Sensium plaster with similar functionality. The Pebble is not being marketed as a product per se, but as a demonstator sample which will allow the Sensium platform technology to be licensed into products in Europe as an approved medical system.
During 2010, Toumaz will strengthen its body area networking IC device portfolio with two new devices; the TZ1031, a cost reduced version of the original Sensium device and the TZ1053 (Telran), a radio-only device exploiting the Sensium 'Nanopower Sensor Protocol' (NSP).
In addition to their potential in wireless patient monitoring, substantial opportunities exist for digital plasters outside of hospitals. The Group is currently exploring a number of license agreements of the Sensium technology platform for new applications. Combined with the Xenif multimedia/Wi-Fi connectivity solution, the technologies provide a unique offering for partners and licensees. The strength of this technology platform is increasingly being recognised; and the recent investment in Toumaz from Quanta Computing (the largest manufacturer of OEM laptops) underlines the increasing convergence between the consumer and healthcare sectors.
DIAdvisor
The large-scale DIAdvisor European collaborative project, for the monitoring of diabetics, continues to make excellent progress. The successful delivery by Toumaz of the prototype technology platform has allowed the completion of the first-phase clinical trials in France, Italy and the Czech Republic in which data was gathered from more than 100 type-1 diabetic patients.
The data gathered in the trial has enabled the development of initial predictive models to assist diabetics in the control of their blood sugar levels. These predictive models have now been integrated by Toumaz into the second technology platform which is due to start clinical trials in Q2 2010. This second technology platform also utilities Toumaz's LifePebble system, for the unobtrusive continuous monitoring of vital signs.
Consumer
The consolidation of the Future Waves and Toumaz Technology business units has enabled the Group to focus on key customers and sales opportunities in the consumer electronics market, with technology development now transferred to the UK.
A new version of the FNX14701 ('Fenix') chip was shipped to customers, delivering equivalent performance to its predecessor, but at increased production yield and sales margins.
The development of the new Xenif chip, in collaboration with Imagination Technologies, continues to progress well with full production tape-out expected in the second quarter of 2010. The Xenif IC development will also allow Toumaz to expand its market from DAB/FM radio into internet and Wi-Fi connected devices such as digital picture frames, and internet-connected radios.
Toumaz has also engaged with leading consumer electronics customers on the deployment of the TZ1053 (Telran) body area networking chip alongside its consumer connectivity modules. This is the first step in the Group's consolidated business strategy of creating healthcare services that are accessible through standard consumer electronics products.
Financial review
The accounts consolidate Future Waves from the date of acquisition, 15 May 2009.
During the year the Group achieved revenues of £3.96m (2008: £2.75m) representing mostly development income from its largest customers.
The increase in personnel costs to £3.17m (2008: £2.36m), mainly reflect the inclusion of Future Waves for part of the year as well as severance expenses relating to the old Board and continued investment in the Group's infrastructure.
R&D costs were unchanged at £2.28m, while amortisation of intangible assets increased to £1.1m in 2009 resulting mainly from the acquisition of Future Waves (2008: £530,000). There was also the non cash cost of £567,000 relating to the employee share option costs.
The Group reported a loss for the year after tax of £4.40m (2008: loss £2.2m) after a tax credit for R&D of £401,000. The Group is carrying forward tax losses of £13.4m. The loss per share was 1.16p (2008: loss 1.01p).
Cash inflow included £3.79m of revenues, the R&D tax credits and proceeds from sale of investment of £25,000. This resulted in cash receipts of £4.47m. Cash outflow from operations was £5.93m. In addition, the Group supplied loans to Future Waves prior to acquisition of £1.8m and spent £4.24m on license fees.
Cash and cash equivalent from share issues during the year amounted to £16.5m resulting in a year end net cash balance of £9.0m.
Outlook
The Group's focus in 2009 was on consolidation of organisational structures and strengthening of the key technology platform. These developments put the Group in a good position to deliver on technology and product development milestones, which remain the key business objectives in 2010.
These milestones include the integration of Sensium hardware and optimisation of related software for the next stage of the Digital Plaster clinical studies, the productisation of the Sensium technology to create a widely licensable body area networking platform, and the delivery and support of the Xenif SoC to Pure and others in Q3 2010.
The Group is making good progress and gaining momentum, it also has a sound cash balance.
Consolidated statement of comprehensive income
For the year ended 31 December 2009
|
|
2009 |
2008 |
|
Note |
£'000 |
£'000 |
|
|
|
|
Revenue |
|
3,957 |
2,754 |
|
|
|
|
Cost of sales |
|
(1,908) |
(736) |
|
|
|
|
Gross profit |
|
2,049 |
2,018 |
|
|
|
|
Administrative expenses - amortisation of intangible assets |
|
(1,084) |
(534) |
Administrative expenses - other |
|
(5,763) |
(4,599) |
Total administrative expenses |
|
(6,847) |
(5,133) |
|
|
|
|
Loss from continuing operations |
|
(4,798) |
(3,115) |
|
|
|
|
Result from equity accounted joint venture |
|
- |
(162) |
Impairment of equity accounted joint venture |
|
(2) |
(204) |
Result from equity accounted associate |
|
- |
(576) |
Reversal of impairment of equity accounted associate |
|
- |
1,249 |
Finance income |
|
2 |
133 |
Finance expense |
|
(2) |
- |
|
|
|
|
Loss before taxation |
|
(4,800) |
(2,675) |
|
|
|
|
Taxation |
3 |
401 |
440 |
|
|
|
|
Loss for period attributable to equity shareholders |
|
(4,399) |
(2,235) |
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
(64) |
- |
Other comprehensive income |
|
(64) |
- |
|
|
|
|
Total comprehensive income for the year |
|
(4,463) |
(2,235) |
|
|
|
|
Basic and diluted loss per share |
4 |
(1.16)p |
(1.01)p |
Consolidated statement of changes in equity
For the year ended 31 December 2009
|
Share capital |
Share premium |
Share based payment reserve |
Retained earnings |
Total equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
At 1 January 2008 |
544 |
25,933 |
575 |
(12,233) |
14,819 |
|
|
|
|
|
|
Share-based payments |
- |
- |
176 |
- |
176 |
Issue of share capital |
58 |
1,337 |
- |
- |
1,395 |
Cost of share issue |
- |
(33) |
- |
- |
(33) |
Transactions with owners |
58 |
1,304 |
176 |
- |
1,538 |
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
(2,235) |
(2,235) |
|
|
|
|
|
|
At 1 January 2009 |
602 |
27,237 |
751 |
(14,468) |
14,122 |
Share-based payments |
- |
- |
981 |
- |
981 |
Issue of share capital |
876 |
21,785 |
- |
- |
22,661 |
Cost of share issue |
- |
(644) |
- |
- |
(644) |
Transactions with owners |
876 |
21,141 |
981 |
- |
22,998 |
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
(4,399) |
(4,399) |
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
- |
- |
- |
(64) |
(64) |
Total comprehensive income |
- |
- |
- |
(64) |
(108) |
|
|
|
|
|
|
At 31 December 2009 |
1,478 |
48,378 |
1,732 |
(18,931) |
32,657 |
Consolidated statement of financial position
At 31 December 2009
|
|
2009 |
2008 |
|
Note |
£000 |
£000 |
ASSETS |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
Goodwill |
5 |
16,533 |
10,582 |
Other intangible assets |
6 |
8,268 |
2,319 |
Property, plant and equipment |
|
242 |
171 |
Interests in joint venture |
|
- |
28 |
Interests in associate |
|
- |
1,407 |
|
|
25,043 |
14,507 |
|
|
|
|
Current assets |
|
|
|
Inventories |
|
101 |
120 |
Tax receivable |
|
632 |
439 |
Trade and other receivables |
7 |
530 |
888 |
Cash and cash equivalents |
|
9,046 |
296 |
Total current assets |
|
10,309 |
1,743 |
|
|
|
|
Total assets |
|
35,352 |
16,250 |
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
8 |
2,695 |
1,628 |
Total current liabilities |
|
2,695 |
1,628 |
|
|
|
|
Non-current liabilities |
|
- |
500 |
|
|
|
|
Total liabilities |
|
2,695 |
2,128 |
|
|
|
|
EQUITY |
|
|
|
Share capital |
9 |
1,478 |
602 |
Share premium |
|
48,378 |
27,237 |
Share based payment reserve |
|
1,732 |
751 |
Retained earnings |
|
(18,931) |
(14,468) |
Total equity |
|
32,657 |
14,122 |
Total equity and liabilities |
|
35,352 |
16,250 |
P Stephansen
Director
Consolidated Cash Flow Statement
For the year ended 31 December 2009
|
2009 |
2008 |
|
£000 |
£000 |
|
|
|
Cash flows from operating activities |
|
|
Loss before taxation |
(4,800) |
(2,675) |
Amortisation |
1,084 |
534 |
Depreciation |
118 |
63 |
Loss on disposal of fixed assets |
46 |
- |
Share of loss of associates |
- |
576 |
Impairment of equity accounted associate |
- |
(1,249) |
Share of loss of joint venture |
- |
162 |
Provision against loan from joint venture |
28 |
204 |
Share based payments |
567 |
176 |
Interest receivable |
(2) |
(133) |
Interest paid |
2 |
- |
Increase in inventories |
(48) |
(105) |
Decrease/(increase) in trade and other receivables |
113 |
(511) |
Increase in trade and other payables |
75 |
925 |
Foreign exchange reserve movements |
(64) |
- |
Tax refund |
427 |
393 |
Net cash outflow from operating activities |
(2,454) |
(1,640) |
|
|
|
Cash flows from investing activities |
|
|
Purchase of and loans to subsidiaries, joint ventures and associates |
(1,224) |
(822) |
Payments to acquire intangible fixed assets |
(4,243) |
- |
Net cash acquired with subsidiary |
162 |
- |
Purchase of property, plant and equipment |
(23) |
(175) |
Proceeds from the sale of Joint Ventures |
25 |
- |
Interest paid |
(2) |
- |
Interest received |
2 |
36 |
|
|
|
Net cash used in investing activities |
(5,303) |
(961) |
|
|
|
Cash flows from financing activities |
|
|
Proceeds from issue of share capital |
17,151 |
1,395 |
Share issue costs |
(644) |
(33) |
Net cash inflow from financing activities |
16,507 |
1,362 |
|
|
|
Net change in cash and cash equivalents |
8,750 |
(1,239) |
|
|
|
Cash and cash equivalents at beginning of period |
296 |
1,535 |
|
|
|
Cash and cash equivalents at end of period |
9,046 |
296 |
Notes to the financial statements
For the year ended 31 December 2009
1 BASIS OF PREPARATION
The Company was incorporated in the Cayman Islands which do not prescribe the adoption of any particular accounting framework. The Board has therefore adopted and complied with International Financial Reporting Standards (IFRS) as adopted by the European Union. The Company's shares are listed on the AIM market of the London Stock Exchange.
The principal accounting policies of the Group are set out in the Groups 2009 annual report and accounts.
2 GOING CONCERN
The directors have prepared profit and cashflow forecasts through to 31 December 2011 which incorporate the Group and its subsidiary undertakings as at 31 December 2009.
The key assumptions in preparing the forecasts are as follows:
·; the costs for Toumaz Holding Limited reflect the new Board structure developed during the year ended 31 December 2009;
·; the development income from the strategic partnership between Toumaz Technology and CareFusion will continue at the current levels into 2011 and will be replaced by royalty revenue from the commercialisation of the digital plaster project;
·; other revenue streams are forecast for Toumaz Technology Limited in the form of licence fees, royalties and product sales of its Sensium™ chip, Telran and related products in 2010 and beyond;
·; Future Waves will continue to sell its Fenix 1 chip to existing and new customers and, in the second half of 2010 and beyond, introduce further new sales revenue from the sale of Xenif, Future Waves's next generation System-on-Chip; and
·; in the period ended December 2011 the Group forecasts further development costs of its core Sensium™ chip, Telran and Xenif, Future Waves's next generation System-on-Chip , as well as moving increasing resources into the support of products and development of related operating software.
In December 2009 the Group raised £8.6m net of costs to fund its development programme and provide sufficient working capital to see it through to cash break-even and beyond.
These forecasts underpinned by the assumption that, if further funds are required , these will be obtained by additional fund raising and/or the development of working capital resources, demonstrate that the Group is able to continue in business for a period of at least twelve months from the date of approval of the financial statements. Accordingly the financial statements have been prepared on a going concern basis.
3 Taxation
The tax credit for the period is as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
Current tax |
|
|
UK corporation tax at 28% (2008: 28%) |
- |
- |
UK research and development tax credit |
(411) |
(440) |
Under provision in the prior year |
10 |
- |
|
(401) |
(440) |
|
|
|
The tax assessed for the period differs from the standard rate of corporation tax in the UK as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
|
|
|
Loss before tax |
(4,800) |
(2,675) |
Loss multiplied by standard rate of corporation tax in the UK of 28% (2008: 28%) |
(1,344) |
(749) |
|
|
|
Effect of: |
|
|
Disallowable expenses |
449 |
170 |
Depreciation in excess of capital allowances |
41 |
10 |
Research and development tax credit adjustment |
(411) |
28 |
Under provision in the prior year |
10 |
- |
Losses not utilised |
854 |
101 |
Current tax credit for year |
(401) |
(440) |
The Group has tax losses in the UK of approximately £13.4 million (2008: £5.7 million) available for offset against future operating profits. Of these approximately £7.1million relate to the pre-acquisition losses of Future Waves UK Limited and as a consequence their utilisation against overall Group profits may be restricted. The Group has not recognised any deferred tax asset in respect of these losses, which would amount to £3.75m (2008: £1.60m) due to there being insufficient certainty regarding their recovery.
4 LOSS PER SHARE
The calculation of the basic loss per share is based on the loss after tax of £4.4m (2008: £2.2m) divided by the weighted average number of ordinary shares in issue during the year of 380,596,526 (2008: 220,674,233).
The impact of the share options and share warrant is anti dilutive.
5 GOODWILL
|
Toumaz Technology |
Future Waves |
Total |
|
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
At 1 January 2007 |
10,582 |
- |
10,582 |
Additions |
- |
- |
- |
At 31 December 2008 |
10,582 |
- |
10,582 |
Additions |
- |
5,951 |
5,951 |
At 31 December 2009 |
10,582 |
5,951 |
16,533 |
|
|
|
|
Impairment |
|
|
|
At 1 January 2007 |
- |
- |
- |
Charge in the year |
- |
- |
- |
At 31 December 2008 |
- |
- |
- |
Charge in the year |
- |
- |
- |
At 31 December 2009 |
- |
- |
- |
|
|
|
|
Net book amount at 31 December |
10,582 |
5,951 |
16,533 |
Net book amount at 31 December 2008 |
10,582 |
- |
10,582 |
Toumaz Technology
The goodwill on consolidation relating to Toumaz Technology Limited results from its acquisition on 3 November 2005.
Future Waves
On 20 May 2009 Toumaz Holdings Limited acquired the remaining share capital of Future Waves UK Limited ("Future Waves")in which it already held a 23.2% interest, on the basis of a share swap on a two for one relative valuation. Future Waves shareholders received 16.22 new ordinary shares in Toumaz Holdings Limited for each ordinary Future Waves share resulting in the issue of an additional 91,836,779 new ordinary shares.
In addition, Future Waves employee share options weretransferred and converted into Toumaz Holdings Limited share options representing a total of 8,410,070 options. A fair value adjustment in respect of the cancellation of the old share options and new share based payment charge has been made and the goodwill reduced accordingly.
Toumaz Holdings Limited has consolidated the activities and operations of Future Waves with Toumaz Technology producing both technology and cost synergies.
The book values under IFRS and the fair values of the assets and liabilities of the acquired entity as at the date of acquisition were as follows:
|
Book value |
|
Fair |
|
before |
Fair |
value to |
|
acquisition |
value |
Toumaz |
|
under IFRS |
adjustments |
Holdings |
|
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
Intellectual property |
- |
2,790 |
2,790 |
Property, plant and equipment |
212 |
- |
212 |
|
212 |
2,790 |
3,002 |
Current assets |
|
|
|
Inventory |
67 |
- |
67 |
Trade and other receivables |
375 |
- |
375 |
Cash and cash equivalents |
162 |
- |
162 |
|
604 |
- |
604 |
|
|
|
|
Total assets |
816 |
2,790 |
3,606 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
(1,767) |
- |
(1,767) |
|
|
|
|
Total liabilities |
(1,767) |
- |
(1,767) |
|
|
|
|
Net identifiable ( liabilities)/assets |
(951) |
2,790 |
1,839 |
Goodwill arising on acquisition |
|
|
5,951 |
Consideration |
|
|
7,790 |
Cash and cash equivalents acquired |
|
|
(162) |
Net consideration |
|
|
7,628 |
|
|
|
|
Consideration is represented by: |
|
|
|
Fair value of shares issued (91,836,779 shares at 6p, being the market value of the shares at the date of acquisition) |
|
|
5,510 |
Cost of the acquisition in respect of 23.2% previously held |
|
|
1,866 |
Adjustment in respect of share options |
|
|
414 |
|
|
|
|
Total consideration |
|
|
7,790 |
6 OTHER intangible assets
|
Intellectual property |
Licence & development fees |
Total |
|
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
At 1 January 2008 |
4,016 |
- |
4,016 |
Additions |
- |
- |
- |
At 31 December 2008 |
4,016 |
- |
4,016 |
Additions |
2,790 |
4,243 |
7,033 |
At 31 December 2009 |
6,806 |
4,243 |
11,049 |
|
|
|
|
Amortisation |
|
|
|
At 1 January 2008 |
1,163 |
- |
1,163 |
Charge in the year |
534 |
- |
534 |
At 31 December 2008 |
1,697 |
- |
1,697 |
Charge in the year |
774 |
310 |
1,084 |
Disposals |
|
|
|
At 31 December 2009 |
2,471 |
310 |
2,781 |
|
|
|
|
Net book amount at 31 December |
4,335 |
3,933 |
8,268 |
Net book amount at 31 December 2008 |
2,319 |
- |
2,319 |
Intellectual property
Intellectual property at 1 January 2008 relates to the valuation of beneficial licence agreements, trade names and customer relationships in Toumaz Technology at the date of its original acquisition. The remaining life of this asset is approximately four years.
The addition to Intellectual Property arises from valuation of the intangible assets of Future Waves undertaken by independent valuers at the date of acquisition (see note 5). It comprises valuations of beneficial technology licence agreements, Fenix chip technology, trade name and customer relationships. The remaining lifes of these assets are estimated at between 6 and ten years.
Licence & development fees
On 14 May 2009 Toumaz Holdings Limited entered into an agreement with Imagination Technologies Group plc to license a next generation communication and digital radio multimedia IP platform. The consideration for the license deal consisted of a number of payments scheduled over the duration of the Group's development projects. The remaining life of this asset is seven years.
7 TRADE AND OTHER RECEIVABLES
|
2009 |
2008 |
|
£'000 |
£'000 |
|
|
|
Trade receivables |
182 |
477 |
Other debtors |
144 |
126 |
Prepayments and accrued income |
204 |
285 |
|
530 |
888 |
8 TRADE AND OTHER PAYABLES
|
2009 |
2008 |
Current |
£'000 |
£'000 |
|
|
|
Trade payables |
580 |
840 |
Other payables |
1,425 |
142 |
Accruals |
690 |
646 |
|
2,695 |
1,628 |
All of the above are due within one year.
Non current
|
2009 |
2008 |
|
£'000 |
£'000 |
Loans |
- |
500 |
|
- |
500 |
|
|
|
The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.
9 share capital
|
2009 |
2008 |
|
£'000 |
£'000 |
Authorised |
|
|
4,000,000,000 ordinary shares of 0.25p |
10,000 |
10,000 |
|
|
|
Allotted, issued and fully paid |
|
|
591,090,351 (2008: 240,717,469) ordinary shares of 0.25p |
1,478 |
602 |
|
|
|
The movement in the number of shares is as follows: |
|
|
|
|
Number of ordinary shares |
|
|
|
At 1 January 2008 |
|
217,459,138 |
Shares issued |
|
23,258,331 |
At 31 December 2008 |
|
240,717,469 |
Shares issued |
|
350,372,882 |
At 31 December 2009 |
|
591,090,351 |
All shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of shareholders.
Allotments during the year
On 26 January 2009 9,360,538 ordinary shares of 0.25p each were issued at a price of 6p. The placing completed the three-stage fundraising which was previously announced on 16 October 2008 and 26 November 2008 where the shares were also placed at 6p. The difference between the total consideration received of £561,632 and the total nominal value of shares issued of £23,402 has been transferred to share premium account. Cost associated with this transaction were £7,700.
On 14 May 2009 Toumaz Holdings Limited entered into an agreement with Imagination Technologies Group plc, a leading provider of System-on-Chip (SoC) silicon IP, to license a next generation communication and digital radio multimedia IP platform. Pursuant to this agreement 28,153,153 ordinary shares of 0.25p were issued at a price of 6p in settlement of the first payment of $2,500,000 due under this agreement. The difference between the total value of this transaction, £1,689,189, and the total nominal value of shares issued £70,383 has been posted to the share premium account.
In addition, on 15 May 2009, as part of a wider agreement relating to the acquisition noted below, a further 48,333,333 ordinary shares of 0.25p were placed with certain existing and new shareholders at a price of 6p. The difference between the total consideration received of £2,900,000 and the total nominal value of shares issued of £120,833 has been transferred to share premium account
On 20 May 2009 pursuant to the acquisition agreement between Toumaz Holdings Limited and Future Waves UK Limited a further 91,836,779 ordinary shares of 0.25p were issued at a price of 6p on the basis of a share swap on a two for one relative valuation. Toumaz Holdings Limited thereby acquired the outstanding 76.8%. interest in Future Waves not already held. Future Waves shareholders received 16.22 ordinary shares in Toumaz Holdings Limited for each ordinary share previously held in Future Waves. The difference between the total valuation of shares issued for this transaction of £5,510,207 and the total nominal value of shares issued of £229,592 has been posted to the share premium account.
The costs associated with the share issues on 14 May, 15 May and 20 May 2009 were £95,200.
On 8 July 2009 44,117,650 ordinary shares of 0.25p were placed with certain existing and new shareholders at a price of 6.8p. The difference between the total consideration received of £3,000,000 and the total nominal value of shares issued of £110,294 has been transferred to share premium account. The costs associated with this issue were £99,200.
Further to a placing on 18 December 2009 128,571,429 ordinary shares of 0.25p were issued to certain existing and new shareholders at a price of 7p in order to provide adequate working capital resources and to take the company and Group to cashflow breakeven. The difference between the total consideration received of £9,000,000 and the total nominal value of shares issued of £321,429 has been transferred to share premium account. The costs associated with this issue £443,000.
10 PUBLICATION
The financial information in this announcement does not constitute statutory accounts. The auditors have given an unqualified report on the statutory accounts for the year ended 31 December 2009. The information contained in the announcement has been extracted from audited information.
The annual report for the year ended 31 December 2009 will be sent to shareholders shortly.
Related Shares:
FST.L