31st Mar 2009 11:25
For immediate release 31 March 2009
RAM INVESTMENT GROUP PLC
UNAUDITED FINANCIAL STATEMENTS
FOR THE SEVEN MONTHS ENDED 31 DECEMBER 2008
CHAIRMAN'S STATEMENT
Results
In the year under review, I am pleased to report a turnaround for the Group. The figures represented here represent a shorter period following the change in the year end to December. These figures are unaudited however the Company will announce the audited figures for this period by 30 June 2009.
Financial Highlights
Net assets £143,107 [May 2008: Net liabilities (£474,043)]
Available for sale-financial assets £219,592 [May 2008: £66,392]
Equity increased by 1.4% to £21,717,870
Profit before tax £311,650 [May 2008: Net loss (£714,652)]
The profit before tax of £311,650 was primarily due to the exceptional gain of £393,600 made on the disposal of the PMG shares. As detailed in the previous year end financial statements and completed at EGM on 29 December 2008, the disposal of PMG shares was in consideration for the extinguishment of existing convertible loan notes amounting to £375,000 and related interest of £68,528.
RAM Media Limited
As detailed in previous reports the Company's wholly owned subsidiary RAM Media Ltd has been involved in litigation with the Greek Ministry of Culture (MOC) since December 2006. The trial has recently been concluded and on 31 July 2008 Mr Justice Tugendhat handed down judgment in favour of Ram Media.
The Greek Ministry lodged an appeal on 4 September 2008 to be considered by the Court of Appeal. On Friday 30 January 2009 the Court of Appeal refused the majority of the MOC's grounds for appeal apart from one limited exception relating to €500,000. The MOC was ordered to pay over just under 2.8m euros by 13 February 2009 of which €500,000 will be retained by RAM Media's solicitors' in their client account pending an appeal hearing which is expected to be in June 2009. However the MOC made no payment on 13 February 2009 and Ram Media's solicitors are now considering the options for enforcement of judgment.
Further announcements will be made in due course.
Parallel Media Group plc ('PMG')
The Company has disposed of the 33,196,000 ordinary shares of Parallel Media Group Plc.
New Directors
As part of its new strategy the Company has appointed a new Non-Executive Director. Iain Manley oversees the financial and company secretarial function of the Group. Iain takes over from Mark Callaway who resigned on 26 February 2006.
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.
RAM has been actively working on an investment to acquire Train FX Ltd, through a call option to acquire New Planet Investments Limited (NPI), a special purpose vehicle which has funded and negotiated the acquisition of Train FX from VMG Group Plc. NPI currently has an exclusive arrangement with VMG to acquire 100% of Train FX Ltd. RAM currently holds 18.3% of NPI's issued share capital. To help achieve this goal, we have so far trebled the equity base of the company with approximately 15million shares now in issue and also made a loan of £200,000 to VMG (£150,000 has been drawn down) to be converted to shares on conclusion of the NPI - VMG deal as per announcement on 13 March 2009.
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 31 DECEMBER 2008
|
7 Months to |
6 Months to |
Year to |
||||
|
31 Dec 2008 |
30 Nov 2007 |
31 May 2008 |
||||
|
(Unaudited) |
(Unaudited) |
(Audited) |
||||
|
|
|
|
|
|
|
|
|
£ |
£ |
£ |
||||
|
Continuing operations |
|
|||||
|
Administrative expenses |
(81,321) |
(58,500) |
(173,064) |
|||
|
Write off of intra-Group debt |
- |
|||||
|
Operating Loss |
(81,321) |
(173,064) |
||||
|
Finance income |
620 |
2,960 |
4,766 |
|||
|
Net change in fair value of available-for-sale financial assets |
- |
(514,600) |
||||
|
Finance expense |
(1,249) |
(14,728) |
(31,754) |
|||
|
Net finance (expense)/income |
(629) |
(70,268) |
(541,588) |
|||
|
Realised gain on disposal of financial assets |
393,600 |
- |
- |
|||
|
Profit / Loss before income tax |
311,650 |
(70,268) |
(714,652) |
|||
|
Income tax expense |
- |
- |
- |
|||
|
Profit/loss for the period from continuing operations |
311,650 |
(70,268) |
(714,652) |
|||
|
Discontinued operations |
||||||
|
Loss for the year from discontinued operations |
- |
- |
- |
|||
|
Profit/loss for the period |
311,650 |
(70,268) |
(714,652) |
|||
|
Profit/loss per share |
||||||
|
Basic and diluted profit/loss per share |
||||||
|
From continuing operations |
2.3p |
(1.2)p |
(12.6)p |
|||
|
From discontinued operations |
- |
- |
- |
|||
|
|
|
|
|
|
|
|
|
|
||||||
RAM INVESTMENT GROUP PLC
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008
|
7 Months to |
6 Months to |
Year to |
||
|
31 Dec 2008 |
30 Nov 2007 |
31 May 2008 |
||
|
(Unaudited) |
(Unaudited) |
(Audited) |
||
|
|
|
|
|
|
|
£ |
£ |
|||
|
Assets |
||||
|
Non-current assets |
||||
|
Office equipment |
- |
1,860 |
- |
|
|
- |
1,860 |
- |
||
|
Current assets |
||||
|
Trade and other receivables |
39,636 |
5,283 |
5,955 |
|
|
Available-for-sale financial assets |
219,592 |
375,000 |
66,392 |
|
|
Cash and cash equivalents |
29,865 |
98,266 |
32,241 |
|
|
289,093 |
478,549 |
104,588 |
||
|
Total assets |
289,093 |
480,409 |
104,588 |
|
|
|
|
|
|
|
|
Equity |
||||
|
Capital and reserves attributable to equity holders of the company |
||||
|
Ordinary shares |
133,153 |
56,779 |
56,779 |
|
|
Deferred shares |
9,983,447 |
9,983,447 |
9,983,447 |
|
|
Share premium account |
11,601,271 |
11,372,145 |
11,372,145 |
|
|
Retained earnings |
(21,574,764) |
(21,448,022) |
(21,886,414) |
|
|
143,107 |
(35,651) |
(474,043) |
||
|
Minority interest in equity |
- |
25 |
- |
|
|
Total equity |
143,107 |
(35,626) |
(474,043) |
|
|
|
|
|
|
|
|
Liabilities |
||||
|
Current liabilities |
||||
|
Borrowings |
- |
516,035 |
443,528 |
|
|
Trade and other payables |
145,986 |
135,103 |
||
|
145,986 |
516,035 |
578,631 |
||
|
|
|
|
|
|
|
Total liabilities |
145,986 |
516,035 |
578,631 |
|
|
|
|
|
|
|
|
Total equity and liabilities |
289,093 |
480,409 |
104,588 |
|
RAM INVESTMENT GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
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 |
- |
- |
311,650 |
311,650 |
|
Shares issued during the year |
76,375 |
229,125 |
- |
305,500 |
|
Balance at 31 December 2008 |
10,116,601 |
11,601,270 |
(21,574,764) |
143,107 |
The table below sets out the comparative movements for the year ended 31 May 2008
|
GROUP |
Share capital |
Share premium |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
Balance at 1 June 2007 |
10,040,226 |
11,372,145 |
(21,171,762) |
240,609 |
|
Loss for the year |
- |
- |
(714,652) |
(714,652) |
|
Total recognised income and expense |
- |
- |
(714,652) |
(714,652) |
|
Balance at 31 May 2008 |
10,040,226 |
11,372,145 |
(21,886,414) |
(474,043) |
RAM INVESTMENT GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31 DECEMBER 2008
|
7 Months to |
6 Months to |
Year to |
||
|
31 Dec 2008 |
30 Nov 2007 |
31 May 2008 |
||
|
(Unaudited) |
(Unaudited) |
(Audited) |
||
|
£ |
£ |
|||
|
Cash flows from operating activities |
||||
|
Profit/loss before tax |
311,650 |
(58,500) |
(714,652) |
|
|
Adjustments for: |
||||
|
Depreciation |
- |
580 |
580 |
|
|
Write off of office equipment |
- |
1,860 |
||
|
Adjustment for Administration of RAM Media Limited |
- |
|||
|
Minority interest |
- |
(25) |
||
|
Net finance (expense)/income recognised in profit or loss |
629 |
26,988 |
||
|
Change in financial assets |
10,407 |
514,600 |
||
|
Gain on disposal of financial assets |
(393,600) |
|||
|
(70,914) |
(57,920) |
(170,649) |
||
|
Changes in working capital: |
||||
|
(Increase)/decrease in trade and other receivables |
(33,682) ) |
44,057 |
29,539 |
|
|
Increase/(decrease) in trade and other payables |
31,097 |
(20,608) |
46,251 |
|
|
Cash (used in) / generated from operations |
(73,498) |
(34,471) |
(94,859) |
|
|
Interest paid |
(1,249) |
(744) |
(4,645) |
|
|
Net cash (used in) / generated from operating activities |
(74,747) |
(35,215) |
(99,504) |
|
|
Cash flows from investing activities |
||||
|
Acquisition of financial assets |
(230,000) |
|||
|
Interest received |
620 |
2,961 |
4,766 |
|
|
Net cash from investing activities |
(229,380) |
2,961 |
4,766 |
|
|
Cash flows from financing activities |
||||
|
Proceeds from issue of shares |
305,500 |
|||
|
Repayment of other short term loans |
(3,749) |
(3,540) |
(7,081) |
|
|
Net cash used in financing activities |
301,751 |
3,540) |
(7,081) |
|
|
(Decrease)/increase in cash equivalents |
(2,376) |
(35,794) |
(101,819) |
|
|
Cash and cash equivalents at beginning of year |
32,241 |
134,060 |
134,060 |
|
|
Cash and cash equivalents at end of year |
29,865 |
98,266 |
32,241 |
|
RAM INVESTMENT GROUP PLC
NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2008
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 31 May 2008, subject to the exceptional treatment of Ram Media Limited (See Note 8 - Available-for-sale investments). 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 profit for the period was £311,650 (May 2008 loss -£714,652).
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
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
Related Shares:
RAM.L