RNS Number:7500S
JAB Holdings Ld
02 December 2003
JAB HOLDINGS LIMITED ("JAB")
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2003
Set out below are extracts from JAB's report and financial statements for the year ended 30 June 2003 which are being
distributed to JAB shareholders today.
Copies of the report and financial statements will be available for a period of one month from JAB's registered office:
Suites 13 & 15
Sarnia House
Le Truchot
St. Peter Port
Guernsey GY1 4NA
Enquiries:
JAB Holdings Limited
Simon Thornton 01481 727927
CHAIRMAN'S STATEMENT
The company continues to pursue the objectives set out in the Chairman's letter to shareholders dated 10 May 2002.
JAB's only investment remains its 21.09% shareholding in RM Auctions, one of the leading classic cars catalogue auction
companies in the USA.
At present the net asset value of the company is approximately 0.48p per share.
Simon Thornton
Chairman
DIRECTORS' REPORT
YEAR ENDED 30 JUNE 2003
The directors submit their report and the audited financial statements of the company for the year ended 30 June 2003.
RESULTS AND DIVIDENDS
The results for the year are set out on Page 7.
The directors do not recommend the payment of a dividend.
PRINCIPAL ACTIVITIES
The principal activity of the company is that of investment holding.
DIRECTORS
The directors of the company who served during the year and to date of signing were:
Michael George Pappas
Simon John Thornton
Bryan Myerson (appointed 29 July 2002)
SECRETARY
The secretary of the company who served during the year was:
Praxis Secretaries Limited
AUDITORS
The auditors, Moore Stephens, have signified their willingness to continue in office. A resolution to re-appoint them
will be proposed at the Annual General Meeting.
On Behalf of the Board
Director: Simon Thornton
Director: Mike Pappas
Date: 27 November 2003
STATEMENT OF DIRECTORS' RESPONSIBILITIES
YEAR ENDED 30 JUNE 2003
The directors are responsible for preparing financial statements for each financial period which give a true and fair
view of the state of affairs of the company and of the group and of the profit and loss of the group for that period and
are in accordance with applicable laws. In preparing those financial statements the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time
the financial position of the company and to enable them to ensure that the financial statements have been properly
prepared in accordance with The Companies (Guernsey) Law, 1994. They are also responsible for safeguarding the assets
of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
JAB HOLDINGS LIMITED
We have audited the financial statements of JAB Holdings Limited for the year ended 30 June 2003 which are set out on
pages 7 to 15. These financial statements have been prepared under the historical cost convention and the accounting
policies set out on page 11.
This report is made solely to the company's members as a body, in accordance with section 64 of The Companies (Guernsey)
Law, 1994. Our audit work has been undertaken so that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described on page 5, the company's directors are responsible for the preparation of the financial statements in
accordance with applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements
and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared
in accordance with The Companies (Guernsey) Law, 1994. We also report to you if, in our opinion, the Directors' Report
is not consistent with the financial statements, if the company has not kept proper accounting records, or if we have
not received all the information and explanations we require for our audit.
We read the Chairman's Statement and Directors' Report and consider the implications for our report if we become aware
of any apparent misstatements within them.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An
audit includes an examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated
the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company and of the group's affairs
as at 30 June 2003 and of the group's loss for the year then ended and have been properly prepared in accordance with
The Companies (Guernsey) Law, 1994.
MOORE STEPHENS
Chartered Accountants
Town Mills South
La Rue Du Pre
St Peter Port
Guernsey GY1 3HZ
Date: 28 November 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
YEAR ENDED 30 JUNE 2003
Notes Year ended Year ended
30 June 2003 30 June 2002
# #
TURNOVER from continuing operations - -
COST OF SALES - -
GROSS PROFIT - -
Administrative expenses (138,911) (205,993)
OPERATING LOSS 3 (138,911) (205,993)
Interest receivable 12,045 14,959
LOSS ON ORDINARY ACTIVITIES AND RETAINED LOSS FOR
THE YEAR
17 (126,866) (191,034)
Loss per ordinary 0.6p share 4
- basic (0.0295p) (0.0732p)
- diluted (0.0295p) (0.0732p)
The consolidated loss for the year includes a loss of #124,371 (2002: #205,813) in respect of the parent company.
The group has no gains or losses other than those included above.
There is no difference between the loss stated above and the historical cost equivalent.
CONSOLIDATED BALANCE SHEET
30 JUNE 2003
Notes 2003 2002
# #
FIXED ASSETS
Investments 5 1,811,138 1,811,138
CURRENT ASSETS
Debtors 6 37,044 35,659
Cash at bank and in hand 253,591 394,432
290,635 430,091
CREDITORS
Amounts falling due within
one year 7 19,332 31,922
NET CURRENT ASSETS 271,303 398,169
NET ASSETS 2,082,441 2,209,307
CAPITAL AND RESERVES
Called up share capital 8 2,576,052 2,576,052
Profit and loss account (493,611) (366,745)
EQUITY SHAREHOLDERS' FUNDS 9 2,082,441 2,209,307
Approved by the Board on 27 November 2003
Director: Simon Thornton
Director: Mike Pappas
COMPANY BALANCE SHEET
30 JUNE 2003
Notes 2003 2002
# #
FIXED ASSETS
Investments 5 2 2
CURRENT ASSETS
Debtors 6 1,851,946 1,847,467
Cash at bank and in hand 253,591 394,433
2,105,537 2,241,900
CREDITORS
Amounts falling due within one year 7 (18,532) (30,524)
NET CURRENT ASSETS 2,087,005 2,211,376
NET ASSETS 2,087,007 2,211,378
CAPITAL AND RESERVES
Called up share capital 8 2,576,052 2,576,052
Profit and loss account (489,045) (364,674)
EQUITY SHAREHOLDERS' FUNDS 9 2,087,007 2,211,378
Approved by the Board on 27 November 2003
Director: Simon Thornton
Director: Mike Pappas
CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED 30 JUNE 2003
2003 2002
# #
Net cash outflow from continuing operating
activities
(152,886) (252,405)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 12,045 14,959
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT
Purchase of fixed asset investments - (1,144,472)
NET CASH OUTFLOW BEFORE FINANCING (140,841) (1,381,918)
FINANCING
Issue of shares - 1,377,012
(DECREASE) IN CASH IN THE YEAR (140,841) (4,906)
RECONCILIATION OF OPERATING LOSS TO NET CASH
OUTFLOWS FROM CONTINUING OPERATING ACTIVITIES
Operating loss (138,911) (205,993)
(Decrease) in creditors (12,590) (10,753)
(Increase) in debtors (1,385) (35,659)
NET CASH OUTFLOW FROM CONTINUING OPERATING
ACTIVITIES
(152,886) (252,405)
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2003
ACCOUNTING POLICIES
The following accounting policies have been used consistently in dealing with items considered material to the company's
affairs.
Accounting convention
These financial statements have been prepared in accordance with United Kingdom Accounting Standards, under the
historical cost convention.
Basis of consolidation
The consolidation includes financial statements of Jab Holdings Limited and its subsidiary undertaking, using the
acquisition method of accounting. The accounting date for the subsidiary undertaking is 30 June 2003.
Foreign currencies
Transactions in foreign currencies are translated into Sterling at the exchange rate ruling at the transaction date.
Assets and liabilities in foreign currencies held at the balance sheet date are translated into Sterling at the exchange
rate ruling at that date. Foreign exchange gains and losses are taken to the profit and loss account.
Investments
Fixed asset investments are stated at historical cost. An impairment provision will be made where the market value is
below the carrying amount.
TAXATION
The company is a Guernsey exempt company and as such pays an exempt tax fee of #600 per annum.
3. OPERATING LOSS 2003 2002
The operating loss is stated after charging/(crediting): # #
Auditors' remuneration 3,969 4,000
Directors' remuneration 15,000 7,500
Loss/(gain) on foreign exchange 160 (280)
4. LOSS PER ORDINARY 0.6p SHARE
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average
number of shares during the period. Diluted loss per share is calculated by adjusting the weighted average number of
ordinary shares in issue on the assumption of conversion of all dilutive potential ordinary shares.
Weighted average number of shares comprised: 2003 2002
Basic 429,341,964 260,830,932
Diluted 429,341,964 260,830,932
5. FIXED ASSET INVESTMENTS 2003 2002
Fixed asset investments comprised: Group Company Group Company
# # # #
At cost 1,811,138 2 666,666 2
Additions - - 1,144,472 -
As at 30 June 1,811,138 2 1,811,138 2
Group:
As at 30 June 2003 the group had the following investments held indirectly:-
Name of company Country of incorporation Holding
RM Auctions, Inc. USA 21%
The principal activity of RM Auctions, Inc. is motor vehicle auctioneering. In the directors opinion the investment in
RM Auctions, Inc is not worth less than the carrying amount.
Company:
As at 30 June 2003 the company had the following interest in subsidiary undertakings:-
Name of company Country of incorporation Holding
Jab Limited Guernsey 100%
The principal activity of Jab Limited is investment holding.
6. DEBTORS 2003 2002
Debtors comprised: Group Company Group Company
# # # #
Loan to subsidiary undertaking - 1,814,902 - 1,811,808
Sundry debtors 37,044 37,044 35,659 35,659
37,044 1,851,946 35,659 1,847,467
The loan is unsecured, interest free and repayable on demand.
7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE
YEAR
2003 2002
Creditors comprised: Group Company Group Company
# # # #
Trade creditors 19,332 18,532 31,922 30,524
8. CALLED UP SHARE CAPITAL 2003 2002
# #
Authorised:
6,800,000,000 (2002: 6,800,000,000) ordinary shares of 0.6p each
40,800,000 40,800,000
Allotted, called up and fully paid:
429,341,964 (2002: 429,341,964) ordinary shares
of 0.6p each 2,576,052 2,576,052
On 4 April 2000 the company was incorporated with an authorised share capital of #10,000 comprising 200,000 ordinary
shares of 5p each. 2 ordinary shares of 5p each were issued at their nominal value. On 27 April 2000 the authorised
share capital of the company was increased to #50,000,000 by the creation of a further 999,800,000 ordinary shares of 5p
each. On 2 May 2000 999,998 ordinary shares of 5p each were issued at their nominal value. On 3 May 2000 40 ordinary
shares of 5p each were issued at their nominal value. On 19 May 2000 the company issued 198,839,960 shares of 5p each at
their nominal value by way of a placing at the time of the admission of the company's shares to trading on the
Alternative Investment Market, pursuant to a prospectus dated 10 May 2000.
On 25 June 2001 the company made a return of capital of 4.4p for each ordinary share of 5p. The par value of the issued
ordinary shares was changed from 5p to 0.6p each.
On 25 March 2002 the company cancelled #400,000 worth of authorised and unissued share capital. Subsequently the
remaining 792,000,000 authorised 5p shares were subdivided into 6,600,000,000 0.6p shares of which 229,501,964 shares of
0.6p each were issued in a placing at 0.6p.
9. RECONCILIATION OF SHAREHOLDERS' FUNDS
2003 2002
Group Company Group Company
# # # #
At beginning of year 2,209,307 2,211,378 1,023,329 1,040,179
Loss for the year (126,866) (124,371) (191,034) (205,813)
Issue of share capital - - 1,377,012 1,377,012
As at 30 June 2003 2,082,441 2,087,007 2,209,307 2,211,378
10. RECONCILIATION OF NET CASH FLOW TO
MOVEMENT IN NET CASH 2003 2002
# #
Cash at bank and in hand as at 30 June 2002 394,432 399,338
(Decrease) in cash in the year (140,841) (4,906)
Cash at bank and in hand as at 30 June 2003 253,591 394,432
11. RELATED PARTY TRANSACTIONS
During the year the group paid #23,321 (2002: #38,042) to Praxis Fiduciaries Limited, a company in which Simon Thornton
has a material interest in respect of directors' fees (#5,000) and accountancy, company secretarial and administrative
services (#18,321).
The group paid #5,000 to the Torridan Corporation, a company in which Mr Pappas has a material interest in respect of
directors' fees. The group paid #5,000 to Bryan Myerson in respect of directors' fees.
The directors do not consider that there is an ultimate controlling party.
12. LEASING COMMITMENTS
There were no leasing commitments at 30 June 2003.
13. CAPITAL COMMITMENTS
There were no capital commitments at 30 June 2003.
14. CONTINGENT LIABILITIES
There were no contingent liabilities at 30 June 2003.
15. FINANCIAL INSTRUMENTS
The group's financial instruments comprise cash at bank and various items such as trade creditors that arise directly
from its operations. The main purpose of these instruments is to provide finance for operations. The group has not
entered into derivative transactions nor does it trade financial instruments as a matter of policy. The main risk
arising from the group's financial instruments is foreign currency risk. The Board's policy on this risk is described
below.
Interest rate risk profile of financial assets
The only financial assets are cash at bank and in hand which comprise intra bank deposits, at
call rates.
16. SUBSIDIARY COMPANY
The consolidated financial statements represent the results of the following group company:
Name Country of incorporation Principal Activity
Jab Limited Guernsey Investment holding
The above company is wholly owned.
17. MOVEMENT ON RESERVES
2003 2002
Group Company
# #
At beginning of year (366,745) (364,674)
Loss for the year (126,866) (124,371)
As at 30 June 2003 (493,611) (489,045)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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