9th Sep 2009 07:00
For immediate release 9 September 2009
RAM INVESTMENT GROUP PLC
("RAM" of the "Company")
UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2009
CHAIRMAN'S STATEMENT
Business Overview
The first six months of 2009 has seen a substantial build up in the capital base of the Company and the build out of a team and infrastructure to take the Group forward. The Company is pleased at the prospects for Train FX Limited ("Train FX"), its largest investment, with further announcements due shortly. The other assets in the Company look likely to deliver cash over the medium term to enable the development of the main investment Train FX. We are planning on being profitable in 2010 and we look forward to the future with confidence.
Results
In the period under review I am pleased to report continued positive progress for the Group. The figures presented here cover the six month period ended 30 June 2009. The comparative figures are for the seven month period ended 31 December 2008 as this is the result of the Company's year end being changed to 31 December.
Financial Highlights
Net assets £1,520,092 (Dec 2008: Net assets £125,303)
Available for sale-financial assets £1,390,097 (Dec 2008: £219,592)
Loss before tax (£706,115) (Dec 2008: Net profit £293,846)
The loss before tax of £706,115 was primarily due to impairment in the value of New Planet Investments Limited ("NPI") of £327,041. NPI was acquired as part of the deal to acquire Train FX as NPI had the benefit of a non legally binding exclusivity arrangement with VMG in relation to NPI as previously reported.
RAM Media Limited ("RAM Media")
As detailed in previous reports the Company's wholly owned subsidiary, RAM Media, has been involved in litigation with the Greek Ministry of Culture (MOC) since December 2006. The trial concluded with judgment in favour of Ram Media for €2.8m.
The joint liquidators of RAM Media (BDO Stoy Hayward LLP) will be in position to adjudicate on claims of creditors and shareholders carefully considering the evidence available in respect of each claim in early 2010 after the final costs hearings which are expected to take place in February 2010. So far the major part of all costs claims have been in favour of RAM Media.
Train FX
As previously reported, the Company owns 49.9% of Train FX. The Company is actively working on acquiring the remaining 50.1%
Train FX has developed a range of products on the passenger information, communication and security systems for the rail operators market both in the UK and internationally. Train FX is in discussions with a number of operators for the supply of these products and services.
Further announcements will be made imminently.
Gaming Technology Solutions plc ("GTS")
RAM's holding of 731,392 GTS shares is the subject of a cash offer, a development that should further strengthen our monetary position. A further announcement will be made in due course.
CECUNET PLC
RAM currently holds 7,376,646 ordinary shares representing 1.40% of the issued share capital in CECUNET Plc. It is believed CECUNET Plc intends to list on an international stock market.
Further announcements will be made in due course.
Investment Strategy
RAM's proposed strategy is to acquire companies and/or assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders. The Company will be an active investor.
Such investments may result in RAM acquiring the whole or part of a company or project. RAM's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.
There is no limit on the number of projects into which the Company may invest, and the Company will consider possible opportunities anywhere in the World. The Directors are currently reviewing investment and acquisition opportunities in line with RAM's strategy.
Website
RAM Investment Group's website, which contains the information required to be disclosed pursuant to Aim Rule 26, may be found at www.raminvestmentgroup.co.uk. A copy of these Unaudited Interims and the announcement is available at www.raminvestmentgroup.co.uk.
T Baldwin
Chairman
RAM INVESTMENT GROUP PLC
CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED 30 JUNE 2009
|
6 Months to |
7 Months to |
Year to |
||||
|
30 June 2009 |
31 Dec 2008 |
31 May 2008 |
||||
|
(Unaudited) |
(Audited) |
(Audited) |
||||
|
£ |
£ |
£ |
||||
|
Continuing operations |
|
|||||
|
Administrative expenses |
(323,759) |
(88,717) |
(173,064) |
|||
|
Write off of intra-Group debt |
- |
|||||
|
Operating Loss |
(323,759) |
(173,064) |
||||
|
Finance income |
80 |
620 |
4,766 |
|||
|
Net change in fair value of available-for-sale financial assets |
(353,436) |
(10,408) |
(514,600) |
|||
|
Finance expense |
(29,000)) |
(1,249) |
(31,754) |
|||
|
Net finance (expense)/income |
(382,356) |
(11,037) |
(541,588) |
|||
|
Realised gain on disposal of financial assets |
- |
393,600 |
- |
|||
|
Profit / Loss before income tax |
(706,115) |
293,846 |
(714,652) |
|||
|
Income tax expense |
- |
- |
- |
|||
|
Profit/loss for the period from continuing operations |
(706,115) |
293,846) |
(714,652) |
|||
|
Discontinued operations |
||||||
|
Loss for the year from discontinued operations |
- |
- |
- |
|||
|
Profit/loss for the period |
(706,115) |
293,846 |
(714,652) |
|||
|
Profit/loss per share |
||||||
|
Basic and diluted profit/loss per share |
||||||
|
From continuing operations |
(1.4)p |
2.2p |
(12.6)p |
|||
|
From discontinued operations |
- |
- |
- |
|||
RAM INVESTMENT GROUP PLC
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2009
|
6 Months to |
7 Months to |
Year to |
||
|
30 June 2009 |
31 Dec 2008 |
31 May 2008 |
||
|
(Unaudited) |
(Audited) |
(Audited) |
||
|
£ |
£ |
£ |
||
|
Assets |
||||
|
Non-current assets |
||||
|
Office equipment |
- |
- |
- |
|
|
- |
- |
- |
||
|
Current assets |
||||
|
Trade and other receivables |
477,633 |
21832 |
5,955 |
|
|
Available-for-sale financial assets |
1,390,097 |
219,592 |
66,392 |
|
|
Cash and cash equivalents |
83,375 |
29,865 |
32,241 |
|
|
1,951,105 |
271,289 |
104,588 |
||
|
Total assets |
1,951,105 |
271,289 |
104,588 |
|
|
Equity |
||||
|
Capital and reserves attributable to equity holders of the Company |
||||
|
Ordinary shares |
504,903 |
133,153 |
56,779 |
|
|
Deferred shares |
9,983,447 |
9,983,447 |
9,983,447 |
|
|
Share premium account |
13,330,425 |
11,601,271 |
11,372,145 |
|
|
Retained earnings |
(22,298,683) |
(21,592,568) |
(21,886,414) |
|
|
1,520,092 |
125,303 |
(474,043) |
||
|
Minority interest in equity |
- |
- |
||
|
Total equity |
1,520,092 |
125,303 |
(474,043) |
|
|
Liabilities |
||||
|
Current liabilities |
||||
|
Borrowings |
200,000 |
- |
443,528 |
|
|
Trade and other payables |
231,013 |
145,986 |
135,103 |
|
|
431,013 |
145,986 |
578,631 |
||
|
Total liabilities |
431,013 |
145,986 |
578,631 |
|
|
Total equity and liabilities |
1,951,105 |
271,289 |
104,588 |
|
RAM INVESTMENT GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
GROUP |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 January 2009 |
10,116,601 |
11,601,270 |
(21,592,568) |
143,107 |
|
Loss for the year |
- |
- |
(706,115) |
(706,115) |
|
Shares issued during the year |
371,750 |
1,729,154 |
- |
2,100,904 |
|
Balance at 30 June 2009 |
10,488,351 |
13,330,424 |
(22,298,683) |
1,520,092 |
The table below sets out the comparative movements for the 7 month period ended 31 December 2008
|
GROUP |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 June 2008 |
10,040,226 |
11,372,145 |
(21,886,414) |
(474,043) |
|
Profit for the year |
293,846 |
293,846 |
||
|
Shares issued during the year |
76,375 |
229,125 |
- |
305,500 |
|
Balance at 31 December 2008 |
10,116,601 |
11,601,270 |
(21,592,568) |
125,303 |
RAM INVESTMENT GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 JUNE 2009
|
6 Months to |
7 Months to |
Year to |
||
|
30 June 2009 |
31 Dec 2008 |
31 May 2008 |
||
|
(Unaudited) |
(Audited) |
(Audited) |
||
|
£ |
£ |
£ |
||
|
Cash flows from operating activities |
||||
|
Profit/loss before tax |
(706,115) |
293,846 |
(714,652) |
|
|
Adjustments for: |
||||
|
Depreciation |
- |
580 |
||
|
Write off of office equipment |
- |
1,860 |
||
|
Adjustment for Administration of RAM Media Limited |
- |
|||
|
Equity settled expenses |
35,993 |
(25) |
||
|
Net finance (expense)/income recognised in profit or loss |
28,920 |
629 |
26,988 |
|
|
Change in financial assets |
353,436 |
10,408 |
514,600 |
|
|
Gain on disposal of financial assets |
- |
(393,600) |
||
|
(287,766) |
(88,717) |
(170,649) |
||
|
Changes in working capital: |
||||
|
(Increase)/decrease in trade and other receivables |
(108,301) |
(15,878) |
29,539 |
|
|
Increase/(decrease) in trade and other payables |
(13,886) |
31,097 |
46,251 |
|
|
Cash (used in) / generated from operations |
(409,953) |
(73,498) |
(94,859) |
|
|
Interest paid |
(29,000) |
(1,249) |
(4,645) |
|
|
Net cash (used in) / generated from operating activities |
(438,953) |
(74,747) |
(99,504) |
|
|
Cash flows from investing activities |
||||
|
Acquisition of financial assets |
(920,000) |
(230,000) |
||
|
Acquisition of subsidiary |
5,378 |
|||
|
Interest received |
80 |
620 |
4,766 |
|
|
Net cash from investing activities |
(914,542) |
(229,380) |
4,766 |
|
|
Cash flows from financing activities |
||||
|
Proceeds from issue of shares |
1,212,005 |
305,500 |
||
|
Proceeds from issue of convertible notes |
200,000 |
|||
|
Proceeds from borrowings |
20,000 |
|||
|
Repayment of other short term loans |
(25,000) |
(3,749) |
(7,081) |
|
|
Net cash used in financing activities |
1,407,005 |
301,751 |
(7,081) |
|
|
(Decrease)/increase in cash equivalents |
53,510 |
(2,376) |
(101,819) |
|
|
Cash and cash equivalents at beginning of year |
29,865 |
32,241 |
134,060 |
|
|
Cash and cash equivalents at end of year |
83,375 |
29,865 |
32,241 |
|
RAM INVESTMENT GROUP PLC
NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2009
ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS's as adopted by the EU), IFRIC Interpretations and the Companies Act 1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. As a result of applying IAS 32 and IAS 39, financial instruments are being held at fair value through the profit and loss account.
Status of Accounts
The interim financial information is unaudited. The financial information does not constitute statutory accounts as defined by Section 240 of the Companies Act 1985.
Going Concern
The Directors have reviewed forecasts for twelve months from the date of signature of these accounts and believe that financial resources are sufficient to enable the Company to continue to trade for the foreseeable future. Therefore the Directors consider it appropriate to prepare the financial statements on a going concern status.
Revenue
Revenue represents amounts receivable for goods and services net of VAT and trade discounts.
Basis of consolidation
The consolidated profit and loss account and balance sheet include the financial statements of the Company and its subsidiary undertakings made up to 30 June 2009. Intra-group sales and profits are eliminated fully on consolidation.
Company profit and loss account
The Company has taken advantage of the exemption allowed under Section 230 of the Companies Act 1985 and has not presented its own profit and loss account in these financial statements. The Company's loss for the period was £677,041 (December 2008 profit £311,650).
Property, Plant and Equipment
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Carry amounts are reviewed at each of the balance sheet dates for impairment. The estimated useful lives for the current and comparative periods are as follows:
Fixtures, fittings & equipment - 4 years.
Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, including service concession receivables1, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
Available-for-sale financial assets
The Group's investments in equity securities and certain debt securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss.
Contact:
Edward Adams, RAM Investment Group plc on 07967 008448
Tim Baldwin, RAM Investment Group plc on 0207 518 4303
Sandy Jamieson, Libertas Capital Corporate Finance Limited on 0207 569 9650
Related Shares:
RAM.L