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Final Results

5th Jun 2006 07:01

Legacy Distribution Group Inc05 June 2006 Legacy Distribution Group Inc. MAIDEN PRELIMINARY RESULTS SHOW SOLID MARGIN GROWTH Legacy Distribution Group Inc. ("Legacy" or "the Company") (AIM: LDG), theArizona based distributor of tobacco, cigarettes, candy and grocery products,announces preliminary results for the 12 months ended 31 December 2005. Theresults, which are in line with expectations, show good progress and the initialbenefits from the Company's focus on introducing higher margin grocery productsand on penetrating the convenience store segment of the retail market. Theseresults show the Company's first full year of trading for the 12 months ended 31December 2005 compared to the 5 months from 31 July to 31 December 2004.Highlights of the results include: Financial Highlights (these highlights are compared on a pro forma annualisedbasis): • Sales rose 13.3% to $64.6 million (2004: $57.0 million) • Gross profit grew 20.6% to $3.546 million (2004: $2.941 million) • Net assets increased 15.3% to $7.317 million (2004: $6.344 million), primarily resulting from increased receivables due to sales growth and investment in fixed assets, but offset by lower inventory levels • Gross margin percentage improved to 5.5% (2004: 5.2%) • One off exceptional costs associated with the AIM admission ($0.502 million), prudently setting up a bad debt provision ($0.250 million) and increased overheads ($0.130 million) to allow for expansion, resulted in an expected operating loss of $586,190 (2004: Profit $464,612). Operational Highlights: • Higher margin grocery products introduced in June 2005 • Investment in a new high velocity warehouse and new delivery fleet to support growth strategy • Inventory management improved with 35.9 turns in 2005 (2004: 26.1 turns) • Prudent management of cash flow • Significant contract won to provide cigarettes exclusively to all of Albertsons' (one of the largest retail food and drug chains in the world) Arizona stores. Post period events: • Successful admission of the Company's shares to the AIM market of the London Stock Exchange in March 2006 • Albertsons contract extended in May 2006 to include all tobacco products • Contract won in April 2006 with QDN Corporation, a US national wholesale distribution service provider which supplies retailers across the United States, to serve as the sole supplier to 200 new retail locations Commenting on the results, Michael Mills, Chairman said: "This has been aperiod of significant change for Legacy and we believe the Company is now wellplaced to grow. The increase in sales, combined with improvement in gross marginpercentage has justified our decision to add grocery lines to our productoffering and we believe the Company is now positioned to reap future benefitfrom this strategy. Although the process of admission to AIM did inevitablydivert some management time away from the day-to-day running of the business, ithas provided us with a currency which we can use to make acquisitions and I lookforward to the future with confidence." For further information: Frank Patton, Legacy Distribution Group Inc.: +1 602 344 6750 Richard Sunderland/Rachel Drysdale, Tavistock Communications: 020 7920 3150 Oliver Cairns/Romil Patel, Corporate Synergy: 020 7448 4400 Chairman's Statement I am pleased to present my first report to shareholders since the Company madethe transition from a 50 year old privately owned family enterprise to a companywhose shares are traded on the AIM market of the London Stock Exchange. InAugust 2004, the business of Best Candy & Tobacco Company Inc. was acquired by anew management and consulting team led by Frank Patton. This team formulated anew long-term expansion strategy and then started to prepare for raising financeand a public listing. As part of this process, considerable changes were madeto the business including the acquisition of a new distribution facility andgenerally preparing to become a public company under the new name LegacyDistribution Group Inc. ('Legacy'). During 2005, the employees and management team of Legacy worked extremely hardto build a foundation for profitable growth in the Arizona marketplace. I amvery pleased with their efforts to stay focused on servicing customers during aperiod when the intensive activity surrounding the AIM admission increased theirworkload. The process of admission to AIM took a little longer than anticipated,which resulted in a slightly negative impact on trading in the latter part of2005. This disruption continued into the first part of 2006, until the admissionto AIM was successfully concluded on 16 March 2006. Since that date, the Companyhas successfully signed a number of new clients. Financial Results Sales for the 12 months to 31 December 2005 improved 13.3% to $64.6 million(2004: $57.0 million), producing a gross profit increase of 20.6% to $3.546(2004: $2.941). This represents 5.5% of sales, up from 5.2% over the sameperiod last year. This substantial improvement is directly attributable to thedecision to focus on higher margin grocery products and rationalising low margintobacco only customers. Until early 2005, the Company concentrated only on lowmargin tobacco products and was seen as a speciality distribution company.Under Legacy's new management team, the strategy is to add higher margin groceryproducts for distribution to its existing retail customers and acquire newconvenience store customers, thereby generating higher returns from the sameresources. One-off exceptional costs, including $502,000 associated with the admission toAIM and $250,000 to prudently set up a bad debt provision, combined with a$130,000 increase in overhead to allow for expansion resulted in an operatingloss of $586,190, (2004: Profit $464,612). This loss was in line withmanagement expectations. Net assets increased to $7.32 million (2004: $6.344 million), reflecting thesales growth seen in 2005. Of particular note is that, although receivablesgrew in 2005, inventories were reduced by $371,339 (18%), with inventory turnsat 35.9 times versus 26.1 times in 2004. Inventory turns are a key performancemetric for the Company and must be a continual focus, so that the high salesgrowth strategy does not require a large cash investment. The increase in netassets was financed primarily through the use of the Company's revolving line ofcredit but also by decreasing inventories and renegotiating the Company'spayments terms with some of the non-tobacco vendors. Operational Review Despite manufacturers imposing significant price increases to keep pace withinflation in the United States, Legacy has been able to improve its margins.Additionally, the number of adult smokers in the United States again remainedflat at 25% for 2005 but, given the population growth in Arizona, the Companycontinues to see increases in its core tobacco business. The resulting margingains have been partially offset by increases in gasoline prices, which rose byover 30% in 2005. The Company has not yet instituted a fuel surcharge tocustomers in order to maintain a competitive advantage over Core-Mark andMcLane's, its two main competitors. Inflationary increases on operationalexpenses and labour will inevitably have to be passed along to customers, butthe Company's strategy is to be a "follower" versus a "leader" in the area ofincreasing customer pricing. The extended time taken to complete the AIM admission resulted in the plannedcash injection being deferred by almost six months, leaving the Company unableto sustain the rate of growth that was started in Q3 2005. The uncertainty ofthis situation resulted in lower than planned trading levels and profits in thesecond half of the year. The Company has now regained this momentum, but thefocus on cash flow will continue in order to foster profitable sales growth. A milestone transaction was concluded in December, when, following a competitivepitch, a distribution agreement was signed with Albertsons Incorporated, one ofthe largest retail food and drug chains in the world, for the distribution ofcigarette products to all of its stores in Arizona, New Mexico and El Paso,Texas. Historically, this contract has been worth around $20 million per annumand we intend to use this opportunity to demonstrate our ability to Albertsonswith a view to selling through higher margin products in the future. Thiscontract has already been extended when in May 2006, we won a further mandatefrom Albertsons to supply it with all of its other tobacco related products inthe same stores. Outlook We are benefiting from the addition of grocery products to the Company's productmix and the focus on growing our share of the convenience store market alongsideour traditional customer base. Legacy's business has a 50 year reputation inthe market place, built on reliability, in-store sales support and 48 hourdelivery windows which is now enabling us to win market share away from ourcompetitors. The recent investments in the new high velocity warehouse and newdelivery equipment will support the Company's growth targets by improvingoperational efficiencies and enabling new products to be added to the productportfolio. These will take time to find their place in the market, but initialprogress is promising. Highly volatile fuel prices experienced towards the end of last year havecontinued. They remain unpredictable and we are taking the necessary steps tocontain costs throughout the business. As we replace our delivery fleet throughits natural rotation, we are ensuring that vans with higher fuel economy areadded, whilst we investigate new technologies that will boost the fuel economyof the existing fleet. The Company will continue to manage costs closely andpass on increases as and when competitive conditions allow. Summary This is a highly satisfactory result, given that the new team and structure haveonly been in operation for a short time. We will continue the emphasis ongrowing sales in all areas whilst improving the sales mix in favour of highermargin grocery products over lower margin tobacco items. We expect to acquiremore convenience store customers, which will also strengthen gross margins. The margin improvement generated in 2005, while significant, was stifled by thelimitations imposed by the delay in the AIM listing. Now that this is complete,the Company is better placed to deliver on not only its financial targets butalso to exploit any opportunities arising that will allow us to consolidate ourposition in the market. Our strategic goal is to stay focused on theconvenience store segment for the foreseeable future, as it will provide Legacywith greater possibilities for improved profitability. Michael Mills, Chairman 5 June 2006 CHIEF EXECUTIVE'S REVIEW Over the 12 month period the Company has undergone a period of transformation.We are now a publicly quoted company and are in a position from which we cangrow. We are operating from modern facilities using new systems, which allow usto both improve the quality of service we provide to our customers and improveour own margins. There have been challenges throughout the year, ranging frominflationary pressures in the US, increasing manufacturer pricing, heightenedborrowing costs due to unforeseen interest rate increases and rising fuel costs.These are however, industry wide issues and are not specific to us and ourfocus has been on ensuring that each element of our growth strategy is in thebest competitive position. SALES Legacy's focus in 2005 was to add grocery products as a core product categoryand to use these products to grow market share in the convenience store salessegment. Sales grew 13.3% during the 12 month period driven by Legacy's focuson reliability, in-store sales representative support and delivery flexibility.Our long-standing reputation for providing tobacco related products combinedwith the addition of grocery products, has resulted in Legacy receivingoverwhelming interest and conversion of convenience store customers. We strengthened our convenience store sales team with the addition of threeexperienced sales representatives recruited from competitors due to Legacy'sfocus on operational excellence and delivery flexibility. These additions are akey element in our sales strategy, which is to provide in-store sales support,designed to differentiate Legacy from its main competitors, create a barrier toentry for new distributors and provide a significant disincentive for customerlosses. Additionally, the Company is currently rolling out new handheld salescomputers that will materially improve the efficiency and accuracy of theproduct ordering process. Sales growth during Q4 2005 was less than Q3 2005 due to cash limitations aheadof the AIM admission, thereby impacting the growth of the convenience storesegment. During this period, the Company began to review and manage theprofitability of current customers with the intention of freeing up capital tiedup in tobacco only or unprofitable small drop customers that could be used tohelp accelerate the growth of the convenience store segment. OPERATIONS Over the period, the Company's chief focus was the successful conclusion of theadmission to AIM and the investment that required. These investments werecritical to the long term success of the Company and despite a one-off impact onprofitability the benefits are already being seen in 2006. ASSETS In order to ensure that excess capital would not be needed to support the highgrowth sales strategy, the Company focused on inventory management and developedand implemented a more sophisticated purchasing model. Legacy now utilisesrolling sales demand to better forecast purchasing requirements whileconsidering manufacturer lead times and delivery minimums. This effect hasresulted in dramatically improving the Company's inventory turns. Additionally,the Company renegotiated payment terms with some of its non-tobacco vendors tobetter match the terms afforded to the other competitors in our market. Receivables grew as a direct result of the sales growth in 2005 and the Companywill now focus on receivables management in order to limit the Company'sinterest expense. Considerable investment was made in property and equipment, due to the need toreplace aged delivery equipment and the costs associated with the Company's newwarehouse. When the Company was purchased in 2004, the age, quality and vehicletypes were not suited for the type of distribution that would be required in2005 and beyond. Therefore, 25% of the fleet was replaced in 2005 with bettersuited diesel based power plants. The move into the new warehouse resulted inprocuring high rise/high velocity racking along with more efficient materialhandling equipment. These capital investments will support our current growthtargets for the foreseeable future. PEOPLE As well as strengthening the sales team, we have made a number of criticaloperational appointments during the year. Gary Nelson's appointment as SeniorVP of Category Management on 1 May 2006 will help the Company tremendously. Garyhas over 20 years of retail grocery category management and purchasingexperience and is well know throughout the distribution industry. Theseappointments are key as the Company does and will continue to use operationalexcellence as a way of differentiating itself from its competition. The Companyis characterised by the enthusiasm and loyalty of long serving employees and itgave me great pleasure during the year to recognise one employee with 25 yearsof service, two 20 years and one with 10 years. The success of the business is built on the hard work and commitment of eachperson and I extend thanks to each of them for the achievements of the period. PROSPECTS The Company faces continued cost pressures during the upcoming period.Specifically, fuel prices and inflationary cost increases for operationalexpenditures such as employee benefits and labour wages. Historically, Legacyhas allowed the other competitors to drive the market in terms of how theseadditional costs are passed along to customers. However, the Company's strategyis one of customer acquisition and the unilateral price increases taken by theCompany's competitors will help drive our market share growth in 2006, withoutlarge expenditures for marketing or incentive pricing. As stated by the Chairman, the Company has successfully won a contract withAlbertsons to provide cigarette products to all of its stores in Arizona and NewMexico and six stores in El Paso, Texas. This contract win is a large milestonefor the Company and has the potential to significantly increase annual revenues.It also led to the Company securing a secondary agreement to provide thesesame stores with other tobacco products such as cigars and bulk tobacco. Another major contract win was to become the Southwest Member for QualityDistribution Network ('QDN'). QDN is a $65 million dollar contractingorganisation that services large multi-state companies such as Host MarriottServices, airport locations that provide snacks, cigarettes and sundries to airtravellers. QDN has awarded all of its Arizona business to the Company; thiscontract has historically been worth around $4 million annually. Since its admission to AIM, the Company has refocused on growing its marketshare in this sales channel. As of this date, the Company has increased itsmarket share by one percentage point, which may not appear substantial but doesrepresent an incremental $2.5 million in annual revenue. The average grossmargin generated by a typical convenience store exceeds 10%. We expect the barriers to entry in this industry to remain high as the tobaccomanufacturers are not granting new direct buying franchises and customers areunwilling to try a distributor that has not been in the industry for a longperiod of time. I am therefore confident that we can continue to grow sales over the next 12months and increase our market share in the convenience store segment by asubstantial amount. Our strengths are our reputation for operationalexcellence, delivery flexibility and reliability, and the in-store salespersonnel to help our customers grow their business profitably. While the costpressure in the industry will be challenging, these attributes will enable theCompany to grow for the foreseeable future. Frank PattonChief Executive Officer5 June 2006 Legacy Distribution Group Inc (Formerly Best Holdings Acquisition Company, LLC And Subsidiary) Consolidated Statements of Income and Retained Earnings For the Year Ended December 31, 2005 and the Period August 1, 2004 through December 31, 2004 Period from Year Ended August 1, 2004 to December 31, 2005 December 31, 2004 $ $ Sales 64,574,192 24,111,419 Cost of sales 61,028,261 22,903,021 Gross profit 3,545,931 1,208,398 Operating expenses 4,132,121 1,056,234 Income from operations (586,190) 152,164 Interest expense 324,536 77,774 Income before income taxes (910,726) 74,390 Income tax benefit (provision) 200,000 (53,000) Net income (loss) (710,726) 21,390 Retained earnings (deficit):Beginning of period 21,390 - End of period (689,336) 21,390 Legacy Distribution Group Inc (Formerly Best Holdings Acquisition Company, LLC And Subsidiary) Consolidated Balance Sheets December 31, December 31, 2005 2004 $ $ AssetsCurrent AssetsCash - 45,104Accounts receivable, net of allowance for doubtful accounts of $100,000 and $215,000 at December 30, 2005 and December 31, 2004) 1,670,664 1,201,219Inventory 1,701,185 2,072,524Notes receivable, related parties 459,164 439,004Deferred income taxes - 44,000Recoverable income taxes 269,500 -Other current assets 403,307 174,219Total Current Assets 4,503,820 3,976,070 Property and equipment, net 1,264,849 865,216 Goodwill 1,502,378 1,502,378 Deposits 46,083 - Total Other Assets 1,548,461 1,502,378 Total Assets 7,317,130 6,343,664 Liabilities and Members' Equity Current LiabilitiesChecks drawn in excess of cash 47,608 - Accounts payable and accrued expenses 787,117 410,891Cigarette and tobacco taxes payable - 678,536 Income taxes payable 71,875 71,875Line of credit 3,000,000 1,393,588Current portion of notes and leases payable 467,027 242,236Holdback note payable 430,000 405,000Total Current Liabilities 4,803,627 3,202,126 Notes payable, net of current portion 1,498,229 1,736,018Leases payable, net of current portion 294,980 - Deferred income taxes 260,000 234,500 Members' EquityMembers' capital 1,149,630 1,149,630Retained earnings (deficit) (689,336) 21,390Total Members' Equity 460,294 1,171,020 Total Liabilities and Members' Equity 7,317,130 6,343,664 Legacy Distribution Group Inc (Formerly Best Holdings Acquisition Company, LLC And Subsidiary) Consolidated Statement of Cash Flows For the Year Ended December 31, 2005 and and the Period August 1, 2004 through December 31, 2004 Period from Year Ended August 1, 2004 to December 31, 2005 December 31, 2004 $ $NET INCOME (LOSS) (710,726) 21,390Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization 269,309 46,893Loss on disposal of fixed assets 19,889Provision for bad debts 186,732 110,000Provision for deferred income taxes 69,500 (24,000)Changes in operating assets and liabilitiesAccounts receivable (656,177) (493,216)Inventory 371,339 561,611Other assets (544,672) (202,167)Accounts payable and accrued expenses 423,835 229,048Cigarette and tobacco taxes payable (678,536) (92,801)Income taxes payable - 71,875Other liabilities - 16,482NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,249,507) 245,115 CASH FLOWS FROM INVESTING ACTIVITIESPurchase of Best Candy and Tobacco Company, net of shareholder loans repaid - (4,873,630) Purchases of property and equipment (227,701) (24,773)Note due to seller 25,000Note due from investor (20,160) (439,004)NET CASH USED IN INVESTING ACTIVITIES (222,861) (5,337,407) CASH FLOWS FROM FINANCING ACTIVITIESLoan proceeds - 2,059,000 Line of credit proceeds 10,941,844 1,591,000Line of credit repayments (9,335,432) (197,412)Proceeds from related party note 100,000 -Loan repayments (279,148) (80,746)Capital contribution - 1,149,630 NET CASH PROVIDED BY FINANCING ACTIVITIES 1,427,264 4,521,472 NET DECREASE IN CASH AND EQUIVALENTS (45,104) (570,820) CASH AND EQUIVALENTS-Beginning of Period 45,104 615,924 CASH AND EQUIVALENTS-End of Period - 45,104 NOTE 1. NATURE OF OPERATIONS Organisation Best Holdings Acquisition Company, LLC ("Company") is an Arizona limitedliability company formed on August 1, 2004 for the purpose of acquiring BestCandy and Tobacco Company ("Best"). On February 2, 2006, the Company was merged into Legacy Distribution Group, Inc.("Legacy"), a Delaware corporation. Legacy was incorporated on January 25, 2006to be a holding company for Best. Following the merger, the separate existenceof the Company ceased. On March 16, 2006, Legacy's common stock was listed on the London AlternativeInvestment Market (AIM). The Company's operates on a 52 week fiscal period ending on Friday. TheCompany's fiscal years ended on December 30, 2005 and December 31, 2004,respectively. Best is a wholesale distributor of tobacco and other grocery products in Arizonaand Nevada. Tobacco products represent approximately eighty percent (80%) ofthe Company's sales. On August 1, 2004, the Company acquired 100% of the outstanding shares of Bestfor aggregate consideration of $5,405,000 from former stockholders as follows: Cash $ 5,000,000 Holdback note 405,000 $ 5,405,000 The Company paid the former stockholders an additional $25,000 to extend the duedate of the note from February 1, 2006 to March 1, 2006. The total note amountof $430,000 was paid in full on March 13, 2006. The purchase of the Company has been accounted for using the purchase method ofaccounting and accordingly, the acquired assets and liabilities have beenrecorded at fair value. The preliminary purchase price allocation is asfollows: Cash $ 615,924 Accounts receivable, net 818,003 Inventories 2,634,135 Other current assets 98,142 Property and equipment 887,616 Goodwill 1,502,378 Deferred income taxes (214,500) Assumed liabilities (936,698) $ 5,405,000 The accompanying financial statements of the Company include the operations ofBest from August 1, 2004, the date of acquisition. The following pro formastatements of income are based on the historical financial statements of Bestand are presented to show the operations of the Company as if the purchasetransaction had occurred on January 1, 2004. The pro forma financialinformation is presented for illustrative purposes only, and is not indicativeof the operating results that would have occurred if the transaction occurred onJanuary 1, 2004, nor is it necessarily indicative of future operating results. January 1, 2004 August 1, 2004 to Year Ended to July 31, 2004 December 31, 2004 December 31, (Best) (Company) 2004 (Pro Forma) $ $ $Sales 32,896,439 24,111,419 57,007,858Cost of sales 31,163,588 22,903,021 54,066,609Gross profit 1,732,851 1,208,398 2,941,249Operating expenses 1,420,403 1,056,234 2,476,637Income from operations 312,448 152,164 464,612Other income (expense) 2,105 (77,774) (75,669)Income before income taxes 314,553 74,390 388,943Provision for income taxes 124,000 53,000 177,000Net income 190,553 21,390 211,943 The Company prepares its financial statements in accordance with accountingprinciples generally accepted in the United States of America. NOTE 2. REVOLVING LINE OF CREDIT At December 30, 2005, the Company had an agreement with a bank to borrow up to$3,000,000 on a revolving line of credit. The agreement provided for interestat the bank's prime rate plus 0.5% (7.75% at December 30, 2005) with interestpayments due monthly. The agreement includes certain financial covenants. Theline of credit is secured by all assets of the Company and by personalguarantees from certain shareholders. On February 4, 2006, the line was amended. The maximum available under the linewas reduced from $3,000,000 to $2,500,000, and the interest rate was increasedto the bank's prime rate + 2.00%. The line is subject to renewal on March 31,2007. NOTE 3. NOTES PAYABLE Notes payable consist of the following: December 31 2005 2004 $ $Acquisition note due September 30, 2007; principal payments of$29,857 plus interest at prime + 2.5% (10.0% at December 30,2005) due monthly 1,214,286 $ 1,428,571Mortgage note due September 30, 2007; principal payments of$2,329 plus interest at prime + 2.0% (9.5% at December 30, 2005)due monthly 521,733 549,683Related party note due February 10, 2007; interest at 10% 100,000 -Vehicle loans due August 10, 2010; monthly payments of $1,208including interest at 4.9% 60,251 - 1,896,270 1,978,254Less: current portion 398,041 242,236Notes payable, net of current portion 1,498,229 1,736,018 The notes payable are secured by all the Company's assets and by personalguarantees from certain shareholders and require maintenance of certainfinancial covenants. The vehicle loans are secured by the automobiles acquiredunder the agreements. NOTE 4. RISKS AND CONCENTRATIONS The Company maintains its cash in the bank deposit accounts, which, at times,may exceed federally insured limits. The Company has not experienced any lossesin such accounts. During the year ended December 31, 2005, one customer represented greater than10% of the Company's sales. This customer is a related party through commonownership with the Company as discussed in Note 11. During the period fromAugust 1, 2004 to December 31, 2004, sales to one customer comprisedapproximately 10% of the Company's sales. During the year ended December 31, 2005 and from August 1, 2004 to December 31,2004, purchases from two vendors comprised approximately 60% and 56% of theCompany's purchases, respectively. NOTE 5. RELATED PARTY TRANSACTIONS Gila Candy & Tobacco Co. (Gila) has common ownership with the Company. TheCompany sells cigarettes and other products to Gila under terms that managementconsiders to be arm's-length. Amounts due from Gila totaled $403,963 at December31, 2005. This amount was paid on March 15, 2006. There were no amounts duefrom Gila at December 31, 2004. On November 21, 2005, the Company received a working capital advance of $100,000from a related party. The advance is due on February 10, 2007 and bears interestat 10%. NOTE 6. SUBSEQUENT EVENTS On February 2, 2006, the Company was merged into Legacy Distribution Group, Inc.("Legacy"), a Delaware corporation. Legacy was incorporated on January 25, 2006to be a holding company for Best. Following the merger, the separate existenceof the Company ceased. Legacy has authorised capital of 550,000,000 shares. Upon the merger on January25, 2006, 132,222,390 shares of Legacy's common stock were outstanding. On March9, 2006, Legacy implemented a reverse stock split whereby every 3.385 sharesoutstanding prior to the split were converted into 1 share of common stock.Immediately after this reverse split, there were 39,061,269 shares of commonstock outstanding. On March 14, 2006, Legacy issued warrants to purchase 26,739,605 shares ofcommon stock. One third of the warrants are exercisable in whole or in part atthe price of 10 pence ($0.176) per share during the one year period ending March14, 2007. One third of the warrants are exercisable in whole or in part at theprice of 20 pence ($0.352) per share during the two year period ending March 14,2008. The remaining one third of the warrants are exercisable in whole or inpart at the price of 30 pence ($0.528) per share during the three year periodending March 14, 2009. On March 16, 2006, Legacy's common stock was admitted to AIM. NOTE 7. DIVIDENDS The Directors do not recommend the payment of a dividend NOTE 8. The reports and accounts will be dispatched to shareholders in due course This information is provided by RNS The company news service from the London Stock Exchange

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