Final Results
June 29 2006 - 8:20AM
UK Regulatory
RNS Number:3795F
Azure Holdings PLC
29 June 2006
Azure Holdings plc
REPORT AND FINANCIAL STATEMENTS
For the year ended
31 December 2005
CHAIRMAN'S STATEMENT
I am pleased to present my first Chairman's statement for the year ended 31
December 2005.
In the year to 31 December 2005 the Company announced a loss after taxation of
#134,000 (2005: #345,000).
My predecessor mentioned in his last Chairman's statement that the Company was
continuing to seek an acquisition and I am pleased we have a target and that the
transaction is moving forward.
Your Company not only has a new Board but also a new Nominated Adviser and
Broker and we are all working together to bring the proposed transaction to a
mutually satisfactory conclusion.
All parties are aware of the need to complete the transaction by the end of
September and at the time of writing we remain on target to do so.
Barry Gold
Chairman
29 June 2006
AZURE HOLDINGS PLC
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2004
Note Total Total
#'000 #'000
Administrative expenses (134) (345)
OPERATING LOSS (134) (345)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (134) (345)
Taxation - -
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (134) (345)
LOSS PER SHARE 3 (0.28p) (0.86p)
FULLY DILUTED LOSS PER SHARE 3 (0.28p) (0.86p)
The Company has no recognised gains or losses other than the loss for the year.
All activities are classed as continuing.
AZURE HOLDINGS PLC
BALANCE SHEET
AT 31 DECEMBER 2005
2005 2004
#'000 #'000
CURRENT ASSETS
Debtors 1 7
Cash at bank and in hand 1 14
2 21
CREDITORS: amounts falling due within one year (205) (90)
NET CURRENT LIABILITIES (203) (69)
TOTAL ASSETS LESS CURRENT LIABILITIES (203) (69)
CAPITAL AND RESERVES
Called up share capital 5,475 5,475
Share premium account 10,279 10,279
Profit and loss account (15,957) (15,823)
EQUITY SHAREHOLDERS' FUNDS (203) (69)
AZURE HOLDINGS PLC
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2004
#'000 #'000
CASH OUTFLOW FROM OPERATING ACTIVITIES (63) (225)
FINANCING
Issue of equity shares - 120
Loans 50 -
DECREASE IN CASH IN THE YEAR (13) (105)
AZURE HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2005
1. Basis of preparation
The financial information in this announcement does not constitute statutory financial
statements as defined in Section 240 of the Companies Act 1985. The information
relating to the year ended 31 December 2004 is an extract from the statutory accounts
for that year, which have been delivered to the Registrar of Companies. The auditors'
report on those accounts was unqualified and did not contain any statements under
section 237(2) or (3) of the Companies Act 1985. The auditors have indicated that they
will issue an unqualified report on the statutory financial statements for the year
ended 31 December 2005. Copies of the Company's Report and Financial Statements will be
despatched to shareholders on 29 June 2006 and will be available at the registered
office of the Company: One Great Cumberland Place, London W1H 7AL.
2. Going Concern
The financial statements have been prepared on the going concern basis.
During the year the company incurred a loss of #134,000 and had net liabilities at 31
December 2005 of #203,000. Since the year end, the company has raised #398,000 via the
issue of convertible loan stock.
The directors continue to actively seek a suitable target for a reverse acquisition.
The directors have therefore prepared the financial statements on the going concern
basis. The financial statements do not include any adjustments that might arise if this
basis was inappropriate.
3. Loss per share
Loss per share are calculated using the loss on ordinary activities and the weighted
average number of shares detailed below.
In calculating fully diluted loss per share, the weighted average number of shares is
adjusted for the effect of dilutive share options issued under Company share option
schemes.
2005 2004
#'000 #'000
Basic and diluted loss attributable to ordinary (134) (345)
shareholders
Number Number
Weighted average number of ordinary shares 48,317,569 39,767,965
Dilutive share options - -
Adjusted weighted average number of ordinary 48,317,569 39,767,965
shares
Loss per share (0.28p) (0.86p)
Fully diluted loss per share (0.28p) (0.86p)
4. Reconciliation of Operating Loss to Net Cash 2005 2004
Outflow from Operating Activities
#'000 #'000
Operating Loss (134) (345)
Decrease in debtors 6 -
Increase in creditors 65 31
Creditor settled via issue of shares - 89
Net cash outflow from operating activities (63) (225)
5. Reserves
Share premium Profit and loss Total
account account
#'000 #'000 #'000
At 1 January 2005 10,279 (15,823) (5,544)
Loss for the year (134) (134)
At 31 December 2005 10,279 (15,957) (5,678)
6. Taxation
Factors affecting taxation:
The tax charge for the year does not equate to the loss before tax at the standard rate
of corporation tax in the United Kingdom (30%). The differences are explained below:
2005 2004
#'000 #'000
Loss on ordinary activities before taxation (134) (345)
Loss on ordinary activities multiplied by the (40) (104)
standard rate of corporation tax in the United
Kingdom of 30% (2004:30%)
Effect of non-deductible expenses and addition 40 104
to tax losses
As 31 December 2005, the Company had accumulated tax losses of #950,000 (2004:#817,000)
arising from management expenses and #1,477,000) of capital losses.
A deferred tax asset has not been recognised in respect of these losses as they are not
expected to be used in the foreseeable future.
7. Dividends
The directors are not proposing the payment of a dividend in respect of the year ended
31 December 2005.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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