26th Nov 2007 07:01
Earthport PLC26 November 2007 26th November 2007 Earthport plc (the 'Company' or the 'Group') Preliminary Results Earthport plc, the specialist electronic payments company, is pleased toannounce its preliminary results for the year ended 30 June 2007. Financial Highlights • Revenue increased by 62.9% to £1.1 million (2006: £0.7m) • Operating loss fell by 16% to £4.0 million (2006: £4.8m) • Finance costs fell 34.1% to £0.4 million (2006: £0.6m) • Loss per share fell 17.4% to 10.98p (2006: 13.3p) • Net debt was reduced by 32.4% to £1.7 million (2006: £2.1m) Operational Highlights • Raised an additional £3m of new equity and issued £750,000 convertible loan notes 2007 • Improved and qualified pipeline • Expansion of the international banking network • Integration to the SWIFT network • Further investment to develop new conceptual architecture to support utility vision Commenting on the results Executive Chairman, Mike Harrison, said: "Earthport isharnessing the benefits of investing in the technology platform, therelationships with key strategic business partners and the improved pipeline ofqualified opportunities to drive the business forward. "The Company's model of international bank-to-bank payments is becominguniversally accepted by a range of businesses as the preferred way forward foractivities such as payroll, remittances and potentially trade finance. "We look to the future with confidence in our product, market opportunities andour people." Earthport's Annual General Meeting will be held at 11am on Wednesday 19 December2007 at the offices at 21 New Street London EC2M 4TP. The Notice of AGM and formof proxy have been posted to shareholders and are available on the Company'swebsite at www.earthport.com. The Annual Report and Accounts for the year ended30 June 2007 were distributed to shareholders on 24 November 2007. ENDS For further information, please contact: Earthport plcMike Harrison, Executive Chairman, +44 (0) 20 7220 9700 Financial DynamicsJonathon Brill / Annie Evangeli, +44 (0) 20 7831 3113 Canaccord Adams LimitedChris Bowman / Adria Da Breo, +44 (0) 20 7050 6500 EXECUTIVE CHAIRMAN'S STATEMENT This year the Company has focused on completing the foundations, building salesstrategies and developing strategic partnerships to deliver growth intransaction volumes. Financial Summary The year to 30 June 2007 has been one of steady progress. Revenue for the yearended 30 June 2007 has increased by 62.9% to £1.1m (2006: £0.7m), reflecting anincrease in annual transaction volumes of 81%. The Group's operating loss fellby 16% to £4.0m (2006: £4.8m). Finance costs have fallen 34.1% to £0.4m (2006:£0.6m). The prior year included an exceptional gain arising on the debtreorganisation of £2.6m. As a result, the loss before tax increased 57.7% to £4.4m (2006: £2.8m). Theloss per share fell 17.4% to 10.98p (2006: 13.3p). During the year, the Groupraised £4.4m of equity net of expenses. Net debt was reduced by 32.4% to £1.7m(2006: £2.1m). Operational Summary During the year the Group continued to expand the reach and capacity of itsinternational banking network. This reach will be further enhanced by access tothe SWIFT network, whose integration is now complete. Swift membership willprovide improved efficiencies in reporting, processing and integration of newbanking relationships. The banking network is leveraged by our technology platform, the UniversalPayments Network. Investment has been made to move to an IBM WebSphereapplication server platform, providing improved availability, reliability,security and scalability to a level expected from a credible financial servicescompany. In parallel to the existing Java based system, further significant investmenthas been made in developing a new conceptual architecture required to supportour utility vision. The new architecture will be easier to maintain and will cutthe development cost and time to implement new business functions. The initialdeployment of this new architecture was made in December 2006 and providesenhanced functionality, and improved process efficiencies. In September 2007,reliability of the platform was further enhanced with the move to a new DataCentre. In 1 November 2006, the sales and marketing functions were reorganised to focuson targeting markets where there is a proven demand for our services anddeveloping channel partners with an established track record servicing thepayments market. This has resulted in the increased transaction volumes in thesecond half of the financial year and an improved and qualified pipeline. On 18 and 27 September 2007, the Company announced that it had raised anadditional £3m of new equity. On 16 November 2007, the Company announced that ithad issued £750,000 Convertible Loan Notes 2007 to conclude the funding roundand that it had received £326,000 following the exercise of warrants. Outlook The Company is harnessing the combined benefits of the investment in thetechnology platform, the relationships with key strategic business partners andthe improved pipeline of qualified opportunities to drive the business forward.The follow through from the inclusion on the IBM stand at Sibos 2007, in Bostonthis October, is particularly encouraging and several major projects are beingactively pursued, each with the distinct possibility of leading totransformational change. Earthport's model of international bank-to-bank payments is becoming universallyaccepted by a range of businesses as the preferred way forward for activitiessuch as payroll, remittances and potentially trade finance. We look to thefuture with confidence in our product, market opportunities and our people. Mike HarrisonExecutive Chairman Consolidated Income Statementfor the year ended 30 June 2007 Notes 2007 2006 £'000 £'000 Revenue 1 1,077 661Operating expenses (5,105) (5,454) ------ ------Operating loss (4,028) (4,793)Finance costs 2 (375) (569)Exceptional income 3 - 2,570 ------ ------Loss before taxation 4 (4,403) (2,792)Taxation 5 - - ====== ======Loss attributable to equity holders (4,403) (2,792)of the company ====== ======Loss per share - basic and fully diluted 6 (10.98p) (13.30p) ====== ====== Consolidated Statement of Changes in Equityfor the year ended 30 June 2007 2007 2006 £'000 £'000 Loss attributable to equity holders of the Company (4,403) (2,792) ------ ------Total recognised income and expense (4,403) (2,792)Issue of equity (net of expenses) 4,613 7,705Equity component of convertible loan notes issued - 548Conversion of loan notes (250) (1,229)Share-based payment 405 678Total equity at 1 July (4,806) (9,716) ------ ------Total equity at 30 June (4,441) (4,806) ====== ====== Consolidated Balance Sheetat 30 June 2007 Notes 2007 2006 £'000 £'000 Non-current assetsProperty, plant and equipment 7 99 184Investments 8 160 160 ------ ------ 259 344 ------ ------Current assetsTrade and other receivables 9 1,084 1,240Cash at bank and in hand 9 455 65 ------ ------ 1,539 1,305 ------ ------Total assets 1,798 1,649Current liabilitiesTrade and other payables 10 (4,119) (4,249)Loans 11 (1,053) (1,233) ------ ------ (5,172) (5,482) ------ ------Net current liabilities (3,633) (4,177) ------ ------Non-current liabilitiesLoans 11 (1,067) (973) ------ ------Net liabilities (4,441) (4,806) ====== ======EquityCalled up share capital 12 28,253 26,269Share premium account 13 37,790 35,161Merger reserve 14 9,200 9,200Equity reserve 15 1,136 1,364Share-based payment reserve 16 1,083 678Retained earnings 17 (81,903) (77,478) ------ ------Equity shareholders' funds (4,441) (4,806) ====== ====== Consolidated Cash Flow Statementfor the year ended 30 June 2007 Notes 2007 2006 £'000 £'000 Net cash used in operating activities 18 (3,889) (5,981) ------ ------Investing activitiesPurchase of trading investment - (160)Purchase of property plant and equipment (38) (110)Proceeds of disposal of property, plant and equipment - 15 ------ ------Net cash flows used in investing activities (38) (255)Financing activitiesIssue of ordinary share capital (net of costs paid) 4,364 5,859Drawdown of term loans 410 1,250Repayment of term loans (207) (1,123)Repayment of unsecured loan (250) -Repayment of finance lease obligations - (293)Issue of convertible loan notes - 600 ------ ------Net cash flows from financing activities 4,317 6,293 ------ ------Net increase in cash and cash equivalents 390 57Cash and cash equivalents at the beginning of theyear 65 8 ------ ------Cash and cash equivalents at the end of the year 455 65 ====== ====== This financial year is the first in which we have prepared financial statementsunder the new International Financial Reporting Standards ("IFRS") regime.Comparatives have been restated and a full reconciliation to previously issuedfinancial statements is set out in note 19. Notes to the Financial StatementsFor the year ended 30 June 2007 1. Revenue Revenue, loss and net liabilities are all attributable to one business segmentoperating from the United Kingdom. 2007 2006 £'000 £'000 Transaction processing and related services 1,077 661 ====== ====== 2. Finance costs 2007 2006 £'000 £'000 Interest payable on secured, unsecured and convertible loans 366 566Loan arrangement fees and other finance costs 9 3 ------ ------- 375 569 ====== ======= 3. Exceptional income 2007 2006 £'000 £'000 Debt restructuring - 2,570 ====== ======= 4. Loss before taxation 2007 2006 £'000 £'000 Loss before taxation is stated after charging:Depreciation of tangible fixed assets:Charge for the year 124 90Operating leases:Land and buildings 150 184Fees payable to the Company's auditors:For the audit of the Company's annual financial statements:Baker Tilly UK Audit LLP 45 -Baker Tilly 7 33Fees payable to associates of the Company's auditors:For tax compliance and advisory services 20 26For other services 3 3 ====== ======= 5. Taxation 2007 2006 £'000 £'000 Factors affecting the tax charge for the year:The tax assessed for the year is lower than the standardrate of corporation tax in the UK (30%). The differences areexplained below: Loss on ordinary activities before tax (4,403) (2,792) ------ -------Loss on ordinary activities multiplied by standard rate ofcorporation tax in the UK of 30% (2006: 30%) (1,321) (838) Effects of:Expenses not deductible for tax purposes 169 358Timing differences 41 22Addition to tax losses 1,111 458 ------- -------Tax charge for the year - - ======= ======= A deferred tax asset has not been recognised as the criteria of IAS 12 Incometaxes have not been satisfied. 6. Loss per share The calculation of the basic and headline loss per share is based on thefollowing data 2007 2006Weighted average number of shares Number Number Weighted average number of shares in issue for basicand headline loss per share 40,087,785 20,994,679 ========== ========== 2007 2006Earnings £'000 £'000 Loss attributable to shareholders (4,403) (2,792)Less: exceptional income - (2,570) ------- -------Headline loss (4,403) (5,362) ======= ======= Headline loss is calculated by excluding exceptional gains or losses from theloss attributable to shareholders. The directors consider that the headline lossper share is a more consistent reflection of the underlying trading performanceof the Group. Fully diluted loss per share is equal to basic loss per share 2007 2006 Basic loss per share (10.98p) (13.30p)Fully diluted loss per share (10.98p) (13.30p)Headline loss per share (10.98p) (25.54p) 7. Property, plant and equipment Fixtures and equipmentGroup and Company 2007 2006 £'000 £'000Cost At 1 July 6,801 6,745Additions 39 110Disposals - (54) ------ -------30 June 6,840 6,801 ------ -------DepreciationAt 1 July 6,617 6,560Charge for the year 124 90Disposals - (33) ------ -------30 June 6,741 6,617 ------ -------Net book value30 June 99 184 ====== ======= 8. Investments Group and Company 2007 2006 £'000 £'000 Available for sale investment 160 160 ====== ======= The Company holds 0.5% of Altair Financial Services International plc, anunquoted company specialising in the area of prepaid debit cards. The investmentis held at cost, which, in the opinion of the directors, approximates fairvalue. Company 2007 2006 £'000 £'000 Investment in subsidiariesCost at 30 June 11,073 11,073Provision for impairment at 30 June (11,072) (11,072) ------ -------Net book value at 30 June 1 1 ====== ======= Country of Nature of incorporation business HoldingThe Company's principal subsidiary is:EnsurePay Limited England and On line 100% Wales services Other subsidiary companies were dormant throughout the year. 9. Other financial assets Group Company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Trade and other receivablesTrade receivables 191 194 93 145Other receivables 752 854 752 838Amount due from subsidiary undertakings - - 54 659Prepayments and accrued income 141 192 141 191 ------- ------- ------- ------- 1,084 1,240 1,040 1,833 ======= ======= ======= ======= The average credit period taken on sales of services is 66 days. No interest ischarged on overdue balances. An allowance has been made for the estimatedirrecoverable amounts by reference to detailed review of each overdue account.At 30 June 2007, the provision for doubtful debts was £179,000 (2006: £69,000). The directors consider that the carrying amount of trade receivablesapproximates their fair value. Included in other receivables is an amount in respect of unpaid share capitalamounting to £625,000 (2006: £625,000 see note 18). Group Company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Cash and cash equivalents 455 65 442 51 ======= ======= ======= ======= Cash and cash equivalents comprise cash held by the Group and short-term bankdeposits with an original maturity of three months or less. The carrying amountof these assets approximates their fair value. Credit risk The Group's and Company's principal financial assets are bank balances and cash,trade and other receivables. Credit risk is primarily attributable to trade and other receivables. The amountof trade receivables is presented in the balance sheet net of allowances fordoubtful receivables. An allowance for impairment is made where a review ofoverdue accounts indicates circumstances, based on previous experience, wherethere might be a reduction in the recoverability of the cash flows. Cash and cash equivalents are held at banks with high credit ratings assigned byinternational credit - rating agencies. The Group has no significant concentration of credit risk and the exposures arespread over numerous counterparties and customers. 10. Other financial liabilities Group Company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Trade and other payablesTrade payables 653 877 472 698Other payables 1,097 963 937 803Amount due to subsidiary undertakings - - 751 1,355Other taxation and social security 1,742 1,790 1,753 1,790Accruals and deferred income 627 619 627 619 ------ ------ ------ -------- 4,119 4,249 4,540 5,265 ====== ====== ====== ======== Trade payables and accruals principally comprise amounts outstanding in respectof operating costs. The average credit period taken for trade purchases is 53days. The directors consider that the carrying amounts for trade and other payablesapproximate their fair value. 11. Loans Amounts falling due within one year Group and Company 2007 2006 £'000 £'000 Secured loans 286 196Unsecured loans - 270Convertible loan notes 767 767 ------ ------ 1,053 1,233 ====== ====== On 9 December 2005, secured loans and unsecured finance leases amounting to£3.9m were settled for £1m in cash and £0.25m 7% unsecured loan note 2007. Thesettlement was financed by a new facility of £1.25m repayable over 5 years at anIRR of 15%, secured by means of an all-monies mortgage debenture over theCompany's assets. During the year the Company drew down additional principal of£410,000 on identical terms. At 30 June 2006 the convertible loan notes in issue were subject to thefollowing terms: Principal Conversion Liability terms No. of element 10pSeries £'000 shares per £1 Maturity date £'000 loan note No. 1 2004 600 2.857 30 June 2007 600No. 1 2005 1,500 2.395 31 December 2007 NilNo. 1 2006 167 2.857 30 June 2007 167 ------- ------- 2,267 767 ------- ------- The 2004 and 2006 series of loan notes have a coupon of 10% payable in arrears.The principal is convertible into shares at the option of the note holder andthese notes have therefore been treated as debt under IAS 32 Financialinstruments: disclosure and presentation. The 2005 notes carry no coupon aftertheir original maturity date of 30 June 2006 and the principal converts atmaturity at the option of the Company. The discounted value of interest paymentson the notes has been included in interest charges in prior years, with thebalance of the principal taken to the Equity reserve (note 21). During the year, No. 1 loan notes 2005 with a principal value of £250,000 wereconverted into equity. On 30 June 2007, the maturity date on all remaining convertible loan notes wasextended to 30 June 2008. At 30 June 2007 the convertible loan notes in issuewere subject to the following terms: Principal Conversion terms No. of Liability 10p elementSeries £'000 shares per £1 Maturity date £'000 loan note No. 1 2004 600 2.857 30 June 2008 600No. 1 2005 1,250 2.395 30 June 2008 NilNo. 1 2006 167 2.857 30 June 2008 167 ------- ------- 2,017 767 ------- ------- Amounts falling due after more than one year 2007 2006 £'000 £'000Group and Company Secured loans 1,067 973 ====== ====== All loans are at fixed rates of interest at a weighted average interest rate of13.2% (2006: 12.3%). The weighted average period of these loans is 23 months (2006: 21 months). 12. Share capital 2007 2006 £'000 £'000 AuthorisedOrdinary shares of 10p each: 69,412,642 (2006: 69,412,642) 6,941 6,941Deferred shares of 7.5p each: 307,449,810 (2006:307,449,810) 23,059 23,059 -------- -------- 30,000 30,000 ======== ======== IssuedOrdinary shares of 10p each : 51,945,677 (2006: 32,099,988) 5,194 3,210Deferred shares of 7.5p each: 307,449,792 (2006:307,449,792) 23,059 23,059 -------- -------- 28,253 26,269 ======== ======== The deferred shares carry no rights to receive any dividend or otherdistribution. The holders of the deferred shares have no rights to receivenotice, attend, speak or vote at any general meeting of the Company. On a returnof capital on liquidation or otherwise, the holders of the deferred shares areentitled to receive the nominal amount paid up on the deferred shares after therepayment of £10,000,000 per ordinary share. During the year to 30 June 2007 a total of 19,845,689 ordinary shares of 10peach were allotted, of which 19,247,603 were allotted for cash consideration of£4,364,000, a further 598,086 were allotted upon conversion of £250,000 ofconvertible loan notes. At 30 June 2007, there remained £625,000 (2006: £625,000) due in respect ofunpaid share capital. This is included in other receivables (note 14). Other than the employee share options set out in note 27, further options havebeen granted under the terms of the Company's fund-raising activities withexercise prices and dates shown in the table below. No. of Options Cancelled No. of optionsLast date when Exercise outstanding at Granted Exercised / lapsed at outstandingexercisable price 1 July 2006 No. No. No. 30 June 2007 31 August 2006 £1.90 78,947 - - (78,947) -17 October 2006 £3.80 19,737 - - (19,737) -31 October 2006 0.35 5,300,000 - - (5,300,000) -31 October 2006 0.42 1,000,000 - - (1,000,000) -31 December 2006 £3.80 210,526 - - (210,526) -31 December 2006 0.42 239,234 - - (239,234) -31 December 2007 0.32 1,729,036 - - - 1,729,03630 June 2007 0.35 - 714,286 - (714,286) -31 October 2007 0.32 - 2,187,716 - - 2,187,71631 March 2008 0.35 - 446,428 - - 446,42831 December 2008 0.35 - 1,836,239 - - 1,836,23931 December 2009 0.23 - 2,075,000 - - 2,075,000 ----------- ----------- ----------- ----------- ----------- 8,577,480 7,259,669 - (7,562,730) 8,274,419 =========== =========== =========== =========== =========== The fully diluted share capital at 30 June 2007 may be analysed as follows: No. of Ordinary 10p shares 2007 2006 Shares in issue at 30 June 51,945,677 32,099,988Employee share options (see note 27) 7,156,808 5,815,131Other options 8,274,419 8,577,480Convertible loan notes 5,180,048 5,782,008 ---------- ----------Fully diluted number of shares 72,556,952 52,274,607 ========== ========== 13. Share premium account Group and Company 2007 2006 £'000 £'000 At 1 July 35,161 29,827Premium on shares issued 2,893 5,596Expenses of issue (264) (262) ------- -------At 30 June 37,790 35,161 ======= ======= 14. Merger reserve Group and Company 2007 2006 £'000 £'000 At 1 July and 30 June 9,200 9,200 ====== ======= This reserve represents the premium attributable to shares issued inconsideration of the costs of acquisition of subsidiaries in prior years asrequired by s131 of the Companies Act 1985. 15. Equity reserve Group and Company 2007 2006 £'000 £'000 At 1 July 1,364 1,931Equity component of convertible loan notes issued - 548Conversion of loan notes (228) (1,115) ------- -------At 30 June 1,136 1,364 ======= ======= This reserve represents the equity component of convertible loan notes. 16. Share-based payment reserve Group and Company 2007 2006 £'000 £'000 At 1 July 678 -Equity settled share-based payments - employees 380 488- other 25 190 ----- -----At 30 June 1,083 678 ===== ===== 17. Retained earnings Group 2007 2006 £'000 £'000 At 1 July (77,478) (74,572)Loss for the year attributable to equity holders of theCompany (4,403) (2,792)Conversion of loan notes (22) (114) ------ ------At 30 June (81,903) (77,478) ====== ====== 18. Reconciliation of loss to net cash outflow from operating activities Group 2007 2006 £'000 £'000 Loss before tax (4,403) (2,792)Depreciation of property, plant and equipment 124 90Gain on debt restructuring - (2,570)Loss on disposal of property, plant and equipment - 6Share-based payment expense 380 678Finance costs 375 569 ------ ------Operating cash out flow before movements in workingcapital (3,524) (4,019)Decrease/(increase) in receivables 44 (149)Decrease in payables (83) (1,613) ------ ------Cash used by operations (3,563) (5,781)Interest paid (326) (200) ------ ------Net cash used in operating activities (3,889) (5,981) ====== ====== Company 2007 2006 £'000 £'000 Loss before tax (4,444) (3,992)Depreciation of property, plant and equipment 124 90Gain on debt restructuring - (2,570)Impairment of investment - 750Loss on disposal of property, plant and equipment - 6Share-based payment expense 380 678Finance costs 376 569 ------ ------Operating cash out flow before movements in workingcapital (3,564) (4,469)Decrease/(increase) in receivables 76 (164)Decrease in payables (75) (1,157) ------ ------Cash used by operations (3,563) (5,790)Interest paid (325) (199) ------ ------Net cash used in operating activities (3,888) (5,989) ====== ====== 19. IFRS transition reconciliations The financial statements have been prepared in accordance with InternationalFinancial Reporting standards ("IFRS") for the first time. The Group has adopted the following transitional exemptions: IFRS 2: the Group has elected to apply the share-based payment exemption andaccordingly it has applied IFRS 2 Share-based payment from 1 July 2005 to thoseshare options that were granted after 7 November 2002, but which had not vestedby 1 July 2006. IFRS 3: Business combinations: the Group has elected not to restate acquisitionsundertaken prior to the IFRS transition date of 1 July 2005. (a) Reconciliation of equity at 1 July 2005 (date of transition to IFRS) There are no changes to equity as a result of the adoption of IFRS at 1 July2005 (b) Reconciliation of profit for the year ended 30 June 2006 IFRS 2 UK GAAP Share-based IFRS format payment IFRS £'000 £'000 £'000 Revenue 661 - 661Operating expenses (4,776) (678) (5,454) ------- -------- -------Operating loss (4,115) (678) (4,793)Finance costs (569) - (569)Exceptional income 2,570 - 2,570 ------- -------- -------Loss before taxation (2,114) (678) (2,792)Taxation - - - ------- -------- -------Loss attributable to equity holders of thecompany (2,114) (678) (2,792) ======= ======== ======= (c) Reconciliation of equity at 30 June 2006 UK GAAP Share-based IFRS format payment IFRS £'000 £'000 £'000 Non-current assetsProperty, plant and equipment 184 - 184Investments 160 - 160 ------- -------- -------- 344 - 344 ------- -------- --------Current assetsTrade and other receivables 1,240 - 1,240Cash at bank and in hand 65 - 65 ------- -------- -------- 1,305 - 1,305 ------- -------- --------Total assets 1,649 - 1,649Current liabilitiesTrade and other payables (4,249) - (4,249)Loans (1,233) - (1,233) ------- -------- -------- (5,482) - (5,482) ------- -------- --------Net current liabilities (4,177) - (4,177) ------- -------- --------Non-current liabilitiesLoans (973) - (973) ------- -------- --------Net liabilities (4,806) - (4,806) ======= ======== ========EquityCalled up share capital 26,269 - 26,269Share premium account 35,161 - 35,161Merger Reserve 9,200 - 9,200Equity Reserve 1,364 - 1,364Share-based payment reserve - 678 678Retained earnings (76,800) (678) (77,478) ------- -------- --------Equity shareholders' funds (4,806) - (4,806) ======= ======== ======== The transition adjustments in the Group as set out above were also made in theCompany's financial statements Notice of Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of Earthport plc (the "Company") will be held at the registered office of the Company, 21 New Street,London EC2M 4TP on 19 December 2007 at 11 a.m. for the following purposes: As Ordinary Business; 1. To receive and adopt the report of the directors, the accounts and the audit report on the financial statements for the year ended 30 June 2007 2. To re-elect Mr N Clayton as a director 3. To elect Mr D Fife as a director 4. To re-elect Mr J Hill as a director 5. To re-appoint Baker Tilly UK Audit LLP as auditors and to authorise the directors to fix the auditors' remuneration As Special Business; and to transact any other ordinary business and as special business to consider,and if thought fit, to pass the following resolutions (Resolutions 6 & 7 beingproposed as ordinary resolutions and Resolution 8 as a special resolution)namely: 6. To increase the share capital of the Company from £30,000,000 to£40,000,000 by the creation of 100,000,000 additional Ordinary Shares of 10peach ranking pari passu in all respects with the existing Ordinary shares 7. THAT for the purposes of section 80 of the Companies Act 1985, thedirectors be and are hereby generally and unconditionally authorised to exerciseall the powers of the Company to allot relevant securities (within the meaningof the said section 80) up to an aggregate nominal amount of £3,000,000 providedthat this authority shall expire on the earlier of 15 months after the date ofpassing this resolution or on the expiration of the period from the date suchresolution is passed to the date of the next Annual General Meeting except thatthe Company may, before such an expiry make an offer or agreement which would ormight require relevant securities to be allotted after the expiry of such offeror agreement as if the authority conferred hereby had not expired, thisauthority to replace any existing like authority which is hereby revoked withimmediate effect. 8. THAT subject to the passing of resolution 7, the directors be and arehereby empowered pursuant to section 95 of the Companies Act 1985 to allotequity securities (as defined in section 94 of the said Act) for cash as ifsection 89(1) of the said Act did not apply to any such allotment provided thatthe power conferred by this Resolution shall be limited: a. to the allotment of equity securities in connection with a rights issueor any other preemptive offer in favour of the holders of equity securitieswhere the equity securities respectively attributable to the interests of allsuch holders are proportionate (as nearly as may be) to the respective numbersof equity securities held by them subject only to such exclusions or otherarrangements as the directors may consider appropriate to deal with fractionalentitlements or legal and practical difficulties under the laws of, or therequirements of any recognised regulatory body in any territory or otherwise;and b. to the allotment (otherwise than pursuant to sub-paragraph (a) above)of equity securities up to an aggregate nominal amount of £3,000,000; and shall expire on the earlier of 15 months after the date of passing thisresolution or on the expiration of the period from the date such resolution ispassed to the date of the next Annual General Meeting unless renewed, varied orextended prior to or at such meeting except that the Company may, before theexpiry of any power contained in this Resolution, make an offer or agreementwhich would or might require equity securities to be allotted after such expiryand the directors may allot equity securities in pursuance of such offer oragreement as if the power conferred hereby had not expired. By Order of the Board, Registered OfficeN Clayton 21 New StreetSecretary London EC2M 4TP 22 November 2007 NOTES: 1. A member entitled to receive notice, attend and vote at the annualgeneral meeting is entitled to appoint a proxy or proxies to attend and voteinstead of him. Such proxy need not be a member of the Company. Completion of aform of proxy does not preclude your attending at the meeting and voting inperson if you so wish. To be valid, the instrument appointment a proxy,together, if appropriate, with a power of attorney or other authority (if any)under which it is signed, or a notarially certified copy of such authority, mustbe deposited at the offices of the Company's registrars, Capita Registrars, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hoursbefore the time fixed for the holding of the meeting. A form of proxyaccompanies this notice. 2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations2001, the time by which a person must be entered on the register of members ofthe Company in order to have the right to attend and vote at the annual generalmeeting (and for the purposes of the determination by the Company of the numbersof votes they may cast) is 11 am on 13 December 2007 or 48 hours before the timeof the meeting. The rights of members to attend and vote at the meeting will bedetermined by references to entries on the register of member at 5.00 pm on 13December 2007. Changes to entries on the register of members of the Companyafter that time (other than in any case where there are unpaid monies owed tothe Company in respect of shares) will be disregarded in determining the rightsof any person to attend or vote at the meeting. 3. In the case of joint holders, the signature of only one of the jointholders is required on the form of proxy, but the vote of the first named on theregister of members will be accepted to the exclusion of the other jointholders. 4. Copies of all directors' service contracts will be available forinspection at the registered office of the Company during normal business hoursfrom the date of this notice until the date of the meeting and at the meetingitself. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Earthport