30th Mar 2006 10:26
Future Internet Technologies PLC30 March 2006 FOR IMMEDIATE RELEASE 30 March 2006 FUTURE INTERNET TECHNOLOGIES PLC (the "Company") INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 CHAIRMAN'S STATEMENT I am pleased to report the six months results for the period ended 31 December2005. My appointment was post the period ended on 31 December 2005 when weannounced the conditional investments in Advance Global Communications, Inc. ("AGC") and Artilium Communications NV ("Artilium"). This was followed byArtilium's investment in Aquanta Networks NV ("Aquanta"). We subsequentlyresolved on 15 March 2006 to exercise all call options to acquire the entireshareholdings of all three aforementioned investments. For the purposes of theAiM Rules these transactions will constitute a reverse takeover and accordinglya circular will be despatched to shareholders in due course to convene anextraordinary general meeting to approve the proposals; in the interim, tradingin the Company's shares will remain suspended. We anticipate that the Companywill be re-admitted to AiM no later than 28 July 2006. For the benefit of ourshareholders we have set out in some greater detail our future plans. The financial statements set out in these interim accounts reflect a period inwhich the Company was a cash shell and which during the period raisedapproximately £8 million by way of the placing of 160 million new ordinaryshares of 1p each at 5p per share. Group Strategy The Company is in the process of the creation of a consumer branded "UnifiedCommunication Service". The brand name will not be revealed yet, so for thepurpose of this statement will be referred to as "B". The "B" service will be an enriched fixed-mobile convergence ("FMC")communication service for the private individual, SOHO and enterprise markets.As distinct from other Voice-over -Network ("VON") services such as Skype andVonage, "B" will also include Mobile Virtual Network Operator ("MVNO") servicesand ubiquitous integrated solutions for Instant Messaging ("IM"), e-mail,content and contact management. In the world of a "B" user, it will always be possible to seamlessly transfer anIM session or phone call from PC to mobile phone and back to PC. Similarly a "B" user will have a central up-to-date contact book that can be used on anydevice or within any application. The "B" user will link all devices throughone personal phone number providing "always on" access regardless of the "B"user's location or network. The geographical target areas in the initial "Beta" roll-out phase are the USand the UK timed for the latter half of 2006. Purchase of AGC The Company has entered into an agreement to acquire 100% of AGC through theissuance of up to 192 million Ordinary Shares in the capital of the Companycredited as fully paid. Of these Ordinary Shares, 60 million Ordinary Shareswith a fixed reference price of 35p per Ordinary Share are being utilised toincentivise management of the enlarged group. The acquisition of AGC is subjectto, inter alia, shareholder approval. AGC is a major international VoIP wholesale carrier, established in Dallas in2001. AGC offers network connectivity to 196 countries. During 2005 itgenerated 1.2 billion billable VoIP minutes through its network and clientsinclude AT&T, Global Crossing, Qwest, IDT and many other major telecomoperators. For the year ended 31 December 2005, unaudited management accounts indicate thatAGC generated revenues of approximately $22.3 million, a pre-tax profit of $0.6million, had year end net debt of $2.2 million with net assets of $0.2 million. Purchase of Artilium The Company has acquired 49% of the outstanding share capital of Artilium for acash payment of €7.5 million. In addition, the Company now intends to givenotice to exercise its option to acquire the balance of the issued share capitalof Artilium for the issue of 6 million Ordinary Shares in the capital of theCompany credited as fully paid. The acquisition of the balance of the sharecapital of Artilium is subject to, inter alia, shareholder approval. Established in Belgium in 2000, Artilium is focussed on the emerging market ofproviding Shared Service Delivery Platforms ("SSDP") services for telecoms andInternet Service Providers. It supplies hardware and software as well asconsultancy services. It has considerable experience in this area and inconjunction with its partnership network has already established installationsin more than ten countries across Europe. Artilium creates solutions that are built on and around operating systems. Thisenables operators and service providers to optimise and control their existingoperating systems. It can be used for fixed, mobile, ATM and IP networks, aswell as for heterogeneous and converged operating systems. For the year ended 31 December 2005, unaudited management accounts indicate thatArtilium generated revenues of approximately €4 million, pre-tax profits of €0.5million, had year end net assets of • 1.8 million with cash balances of • 1.1million. Purchase of Aquanta Artilium, an affiliate of the Company acquired a 49% stake in Aquanta for €1.5million in cash. The Company has a 49% stake in Artilium and made an interestfree loan of €1.5 million to Artilium to effect the transaction. Artilium hasrecently given notice to exercise its option to acquire the balance of theissued ordinary share capital of Aquanta for the issue of up to 4 millionOrdinary Shares in the capital of the Company credited as fully paid. Aquanta is a privately held communication application services provider (C-ASP)based in Bruges, Belgium and in 2003, was the first company to launch anationwide VoIP telephony service for both business and residential users.Aquanta's services, available via www.calligator.com, offer every user apersonal "unified communication centre" that integrates standard and VoIPtelephony, fax, IM and SMS messaging with the Internet. These services helpAquanta's customers increase their efficiency and decrease their communicationcosts without any specific investment in hardware or software. John Morley Chairman FUTURE INTERNET TECHNOLOGIES PLC INTERIM ACCOUNTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 PROFIT AND LOSS ACCOUNT 31 Dec 30 June 31 Dec 2005 2005 2004 Unaudited Audited Unaudited Notes £'000 £'000 £'000 Turnover - - 15 Cost of sales - - - Gross profit - - 15 Administrative expenses (33) (31) (16)Other operating income - 15 3 Operating (loss) /profit (33) (16) 2Exceptional items (120) (15) - (Loss) /profit on ordinary activities before (153) (31) 2finance chargesFinance charges (net) 37 25 13 (Loss) /profit on ordinary activities before (116) (6) 15taxation Tax on (loss) / profit on ordinary activities - - - (Loss) /profit on ordinary activities after (116) (6) 15taxation (Loss) /earnings per share in pence (1) (0.24) (0.03) 0.09 There were no recognised gains or losses other than the profit/ (loss) for eachperiod as shown above. FUTURE INTERNET TECHNOLOGIES PLC INTERIM ACCOUNTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 BALANCE SHEET 31 Dec 30 June 31 Dec 2005 2005 2004 Unaudited Audited Unaudited Note £'000 £'000 £'000 Fixed assets Investments 18 18 33 Total fixed assets 18 18 33 Current assetsDebtors 53 5 5Cash at bank and in hand 8,329 552 561 8,382 557 566Creditors: amounts falling due within one year (13) (16) (19) Net current assets 8,369 541 547 Total Assets less current liabilities 8,387 559 580 Net assets 8,387 559 580 Capital and reservesCalled up share capital (2) 1,761 4,654 4,654Share premium account 8,940 2,596 2,596Profit and loss account (2) (2,314) (6,691) (6,670) Equity shareholders' funds 8,387 559 580 FUTURE INTERNET TECHNOLOGIES PLC INTERIM ACCOUNTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 CASH FLOW STATEMENT 31 Dec 30 June 31 Dec 2005 2005 2004 Unaudited Audited Unaudited £'000 £'000 £'000 Net cash outflow from operating activities (178) (23) (2) Returns on investments and servicing of financeInterest received 11 25 13 Net cash inflow /(outflow) before management of liquid (167) 2 11resources and financing Net cash (outflow)/ inflow from management of liquid (182) (25) (12)resources FinancingNet proceeds from issue of ordinary share capital 7,943 - - 7,594 (23) (1) Increase/(decrease) in cash in the period Reconciliation of net cash flow to movement in net fundsIncrease/(decrease) in cash in the period 7,594 (23) (1)Net cash inflow from decrease in liquid resources 182 25 12 Movement in net funds in the period 7,776 2 11Opening net funds 553 551 550 Closing net funds 8,329 553 561 FUTURE INTERNET TECHNOLOGIES PLC INTERIM ACCOUNTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 NOTES TO THE ACCOUNTS 1. Earnings per share Earnings per share have been calculated on the basis of the loss after taxationof £116,000 (year ended 30 June 2005 £6,000 loss, six months ended 31 December2004 £15,000 profit) and the weighted average number of shares in issue inthe period of 49,093,485 (year ended 30 June 2005 16,050,007, six months ended31 December 2004 16,050,007). 2. Share Capital On 22 December 2005 the Company bought back all of its issued deferred sharecapital comprising 900,447 shares with a nominal value of £4.99 each for a totalconsideration of 1 pence. This effect of this transaction has been to reduceissued share capital by £4,493,231 and increase the profit and loss reserve bythe same amount. 3. Status of these accounts The interim accounts for the six months to 31 December 2005 are unaudited. Thefinancial information set out in this statement does not constitute statutoryaccounts within the meaning of the Companies Act 1985. The comparative figuresfor the year ended 30 June 2005 are not the statutory accounts for that year butare abridged from those accounts which have been reported on by the Company'sauditors and delivered to the registrar of Companies. The report of the auditorswas unqualified and did not contain a statement under section 237(2) or (3) ofthe Companies Act 1985. 4. Exceptional items The exceptional items for the period ended 31 December 2005 relate toprofessional costs incurred in connection with an abortive acquisition. The exceptional item for the year ended 30 June 2005 relates to a provision forthe diminution in value of the Company's holding of Magically Inc Series EConvertible Preferred Stock. 5. Events arising after the period end On 6 March 2006 the Company acquired a 49% stake in Artilium NV ("Artilium") fora cash payment of €7.5 million. As part of the transaction the Company wasgranted an option to acquire the balance of the issued share capital of Artiliumwithin 12 months against the issue of 6 million ordinary shares in the Company. On 6 March 2006 Artilium acquired a 49% stake in Aquanta Networks NV ("Aquanta")for a cash payment of €1.5 million. The Company made an interest free loan of€1.5 million to Artilium to effect this transaction. As part of the transaction,Artilium was also granted an option to acquire the balance of the issued sharecapital of Aquanta within 12 months against the issue of up to 4 millionordinary shares in the Company. On 7 March 2006 the Company announced that it was undertaking a placing of newordinary shares to raise £50 million to make a conditional investment in AdvanceGlobal Communications Inc ("AGC"). As part of this transaction the Company wasgranted an option to acquire the balance of the share capital of AGC. Afterconsulting major shareholders and placees, the Board decided to effect bothstages of the transaction, the investment and the acquisition of the balance ofissued shares, at the same time. The company will therefore be acquiring,subject inter alia to shareholder approval, all the issued share capital of AGC. On 15 March 2006 the Company also announced its intention to exercise itsoptions to acquire the balance of the issued share capital of Artilium andAquanta subject, inter alia, to shareholders' approval. 6.Accounting reference date The Company has changed its accounting reference date to 31 March. 7. Availability of Interim Accounts Copies of the Interim Accounts are being posted to shareholders shortly and willbe available from the Company's registered office at 7th Floor, CityPoint, OneRopemaker Street, London EC2Y 9AW. For further information please contact: Robert J.H. BonnierFuture Internet Technologies Tel: 020 7321 3827 Richard Oldworth, Richard Darby, Suzanne BrocksBuchanan Communications Tel: 020 7466 5000 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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