TIDMEVOL
RNS Number : 9850S
Evolve Capital PLC
29 May 2009
Evolve Capital Plc
Final Results for the Period Ended 28 December 2008
Evolve Capital plc ("Evolve or the "Company") is pleased to announce its final
results for the period from 27 September 2007 (being the date of incorporation
of the Company) to 28 December 2008.
Chairman's Statement
I am pleased to present Evolve's first full set of trading results. In preparing
these accounts the Directors, for the reasons that are explained below, have
elected to take advantage of Section 223 of the Companies Act 1985, which
permits a company to draw accounts up to a date that is within seven days of its
accounting reference date, and have prepared accounts for the period from 27
September 2007, the date of incorporation, to 28 December 2008.
The Company was established principally to invest in pre IPO businesses
intending to join the PLUS-quoted market or in companies already trading on the
PLUS-quoted market. In December 2007 the Company completed the raising of some
GBP4 million of new equity capital and on 28 December 2007 the Company's shares
were admitted to trading on AIM. Evolve was believed to be the only AIM company
offering investors a pure opportunity to invest in the PLUS-quoted market on a
pre-selected portfolio basis.
Financial Review
During the period under review the Company reported a loss before and after tax
of GBP115,591. The Directors do not propose the payment of a dividend. As at 28
December 2008 the Company's net assets were GBP3,824,977. Within fixed assets
are certain investments that have been made by the Company, which are recorded
at cost less any provision for impairment.
During the period under review Evolve completed three investments, began the
process of making a fourth and announced an offer to acquire another AIM listed
company, Blue Oar plc. Brief details of these investments and of the Offer are
as follows.
Aconite Technology Limited ("Aconite")
Aconite is a private company that has developed and is marketing a suite of open
platform software products that enable the issuers of credit cards and other
plastic payment cards to migrate to the new EMV industry standard (chip and pin)
cards without the need to replace their existing infrastructure that was
designed and installed to process and manage magnetic stripe cards. Aconite's
software also enables card issuers to issue and manage pre-paid debit cards on
an efficient and highly cost effective basis. Evolve invested GBP500,000 in the
ordinary share capital of Aconite in March 2008. On the basis of the valuation
at which a subsequent investment in Aconite was made in July 2008 by Datacard
Group, the world's largest provider of payment card solutions, Evolve's
investment would be valued at some GBP662,000, representing a notional uplift of
GBP162,000.
However, due to the turmoil affecting the banking sector on a worldwide basis
Aconite has experienced delays in the signing of a number of commercial
contracts. Such delays have placed a strain on the company's cash resources and
have led the company's directors to conclude that additional equity funding is
required for the business, and progress is being made on this front.
Woodspeen Training plc ("Woodspeen")
Woodspeen is a training company addressing the government funded vocational
training sector, with a specific focus on the Learn Direct, Train to Gain and
NVQ programmes. Woodspeen's management comprise the previous Chief Executive and
co-founder as well as the previous Finance Director of BPP, a fully listed
company and one of the UK's leading professional training companies. Evolve
invested GBP300,000 in the ordinary share capital of Woodspeen in January 2008.
Woodspeen was subsequently admitted to the PLUS-quoted market in March 2008 as
an investment company and was readmitted in June 2008, as required under the
PLUS-quoted rules, upon completion of the reverse takeover of Future Training
Centres Limited, Woodspeen's first acquisition. Since then the management have
raised additional capital through an open offer to shareholders, in which Evolve
took up its full entitlement, and a further placing of shares with new investors
and completed a second acquisition. Based on Woodspeen's mid market price at 28
December 2008, Evolve's shareholding was valued at GBP787,500, representing a
notional gain of GBP487,500 at the period end date.
Pulse Group plc ("Pulse")
Pulse is a leading provider of RPO (research process outsourcing) in Asia
Pacific and services market research companies based throughout the world.
Evolve initially invested GBP500,000 in the ordinary share capital of Pulse in
June 2008 and Pulse joined the PLUS-quoted market later that month. Since then,
Evolve has reduced the level of its investment to GBP328,595 at 28 December 2008
through a series of share disposals. Based on Pulse's mid market price at 28
December 2008, Evolve's shareholding at that date was valued at GBP577,589, a
notional gain of GBP248,994.
3D Diagnostic Imaging plc ("3D")
3D's wholly owned subsidiary, CarieScan Limited, has completed the development
of and is marketing a hand held, simple to use, highly accurate device for the
early detection of dental caries (tooth decay). During the period under review
Evolve made a small investment in the ordinary share capital of 3D and also made
loans to the company to finance the purchase of certain assets together with the
underlying business of an AIM company which had failed earlier in the year and
to cover its working capital requirements. In February 2009 Evolve invested a
further GBP503,000 in 3D as part of a more comprehensive financing of the
company and the working capital loans referred to above were repaid in full. On
21 April 2009 3D's shares were admitted to trading on the PLUS-quoted market.
Offer for Blue Oar plc ("Blue Oar")
Blue Oar is a company that was well known to Evolve's Directors, and it is their
belief that substantial value could be accrued to Evolve shareholders through
the acquisition of Blue Oar and the restructuring of the group with a view to
stemming the current high level of cash outflow. As a part of the restructuring
process it was envisaged that one or more of the divisions within Blue Oar could
be sold or closed and that other parts of the business could be separately
floated on the PLUS-quoted market.
On 8 December 2008 Evolve announced that it was making an offer to acquire the
whole of the issued and to be issued share capital of Blue Oar plc. The
consideration offered was 1,025 new Evolve shares for every 1,000 Blue Oar
shares. On 29 December 2008, following receipt of acceptances from the holders
of more than 50 per cent. of Blue Oar's issued share capital and a general
meeting of Evolve's shareholders at which various resolutions enabling the
transaction to take place were passed unanimously, the Offer was declared
unconditional in all respects. Evolve's shares were re-admitted to trading on
AIM on 31 December 2008. By 13 February 2009 Evolve had acquired a total of
109,149,111 Blue Oar shares, equivalent to 65 per cent. of the company's issued
share capital.
Once the Offer had been declared unconditional in all respects, Blue Oar became
a part of an enlarged group with Evolve as its parent company. As a consequence
of having a subsidiary company Evolve would then be required to adopt IFRS in
the preparation of its accounts and to prepare group accounts on a consolidated
basis reflecting the interests of minority shareholders as appropriate. As the
Offer was declared unconditional only two days before the Company's year end,
the Directors considered it to be both impractical and potentially misleading to
change the basis on which the Company's accounts were to be prepared for the
financial year ending 31 December 2008. For this reason the Directors have taken
advantage of the provisions of Section 223 of the Companies Act 1985 and have
drawn Evolve's accounts for the period up to 28 December 2008, being the latest
date on which Blue Oar was not a subsidiary of the Company.
WH Ireland Group plc
After the year end, on 1 May 2009, Evolve made an investment in WH Ireland Group
plc and issued 10,075,950 new ordinary shares in consideration for the purchase
of 1,119,550 ordinary shares in WH Ireland Group plc, equivalent to
approximately 5.31 per cent. of that company's issued share capital. On 20 May
2009 the Company announced it had disposed of its holding in WH Ireland Group
plc for 85 pence per share, realising a profit of GBP416,000.
Market conditions for small cap companies are extremely difficult at present and
are set to remain challenging for some time to come. However, we are still
seeing a number of excellent investment opportunities in the small cap space and
remain of the view that the PLUS-quoted market is the most appropriate market
place for such companies. We remain confident that the PLUS-quoted market will
continue to develop and are determined to ensure that Evolve will be well placed
to take advantage of that growth.
Oliver Vaughan
Chairman
28 May 2009
Enquiries:
Evolve Capital PLC
Edward Vandyk
Tel: 020 7937 4445
Fairfax I.S. PLC, Nominated Adviser
Jeremy Porter / Adam Hart
Tel: 020 7598 5368
Maitland
Neil Bennett
George Hudson
Tel: 020 7379 5151
Profit and Loss Account
For the period ended 28 December 2008
+---------------------------------------------+--+----------------+
| | Period ended |
| | 28 December 2008 |
| | (Audited) |
+---------------------------------------------+-------------------+
| | | GBP |
+---------------------------------------------+--+----------------+
| | | |
+---------------------------------------------+--+----------------+
| Administrative expenses | | (331,454) |
+---------------------------------------------+--+----------------+
| Operating loss | | (331,454) |
+---------------------------------------------+--+----------------+
| Profit on disposal of fixed asset | | 75,683 |
| investments | | |
+---------------------------------------------+--+----------------+
| Loss on ordinary activities before interest | | (255,771) |
+---------------------------------------------+--+----------------+
| Interest receivable and similar income | | 140,226 |
+---------------------------------------------+--+----------------+
| Interest payable and similar charges | | (46) |
+---------------------------------------------+--+----------------+
| Loss on ordinary activities before taxation | | (115,591) |
+---------------------------------------------+--+----------------+
| Taxation on loss on ordinary activities | | - |
+---------------------------------------------+--+----------------+
| | | |
+---------------------------------------------+--+----------------+
| Loss for the financial year | | (115,591) |
+---------------------------------------------+--+----------------+
| | | |
+---------------------------------------------+--+----------------+
| Loss per share (pence) | | |
+---------------------------------------------+--+----------------+
| Basic and diluted | | (0.36) |
+---------------------------------------------+--+----------------+
Balance Sheet
As at 28 December 2008
+-------------------------------------------+-----------+--+------------+
| | 28 December 2008 |
| | (Audited) |
+-------------------------------------------+---------------------------+
| | GBP | | GBP |
+-------------------------------------------+-----------+--+------------+
| Fixed Assets | | | |
+-------------------------------------------+-----------+--+------------+
| Tangible fixed assets | | | 7,531 |
+-------------------------------------------+-----------+--+------------+
| Fixed asset investments | | | 1,153,595 |
+-------------------------------------------+-----------+--+------------+
| | | | 1,161,126 |
+-------------------------------------------+-----------+--+------------+
| Current Assets | | | |
+-------------------------------------------+-----------+--+------------+
| Debtors | 313,871 | | |
+-------------------------------------------+-----------+--+------------+
| Cash at bank and in hand | 2,422,729 | | |
+-------------------------------------------+-----------+--+------------+
| | 2,736,600 | | |
+-------------------------------------------+-----------+--+------------+
| Creditors: amounts falling due within one | (72,749) | | |
| year | | | |
+-------------------------------------------+-----------+--+------------+
| Net Current Assets | | | 2,663,851 |
+-------------------------------------------+-----------+--+------------+
| Total Assets Less Current Liabilities | | | 3,824,977 |
+-------------------------------------------+-----------+--+------------+
| Capital and Reserves | | | |
+-------------------------------------------+-----------+--+------------+
| Called up share capital | | | 462,500 |
+-------------------------------------------+-----------+--+------------+
| Share premium account | | | 3,478,068 |
+-------------------------------------------+-----------+--+------------+
| Profit and loss account | | | (115,591) |
+-------------------------------------------+-----------+--+------------+
| Shareholders' Funds | | | 3,824,977 |
+-------------------------------------------+-----------+--+------------+
Cash Flow Statement
For the period ended 28 December 2008
+---------------------------------------------+-------------+--+-------------+
| | 28 December 2008 |
| | (Audited) |
+---------------------------------------------+------------------------------+
| | GBP | | GBP |
+---------------------------------------------+-------------+--+-------------+
| | | | |
+---------------------------------------------+-------------+--+-------------+
| Net cash outflow from operating activities | | | (371,066) |
+---------------------------------------------+-------------+--+-------------+
| | | | |
+---------------------------------------------+-------------+--+-------------+
| Returns on investment and servicing of | | | |
| finance | | | |
+---------------------------------------------+-------------+--+-------------+
| Interest received | 140,226 | | |
+---------------------------------------------+-------------+--+-------------+
| Interest paid | (46) | | |
+---------------------------------------------+-------------+--+-------------+
| | | | 140,180 |
+---------------------------------------------+-------------+--+-------------+
| Capital expenditure and financial | | | |
| investments | | | |
+---------------------------------------------+-------------+--+-------------+
| Purchase of tangible fixed assets | (10,041) | | |
+---------------------------------------------+-------------+--+-------------+
| Purchase of fixed asset investments | (1,325,000) | | |
+---------------------------------------------+-------------+--+-------------+
| Sale of fixed asset investments | 247,088 | | |
+---------------------------------------------+-------------+--+-------------+
| Grant of loans | (199,000) | | |
+---------------------------------------------+-------------+--+-------------+
| | | | (1,286,953) |
+---------------------------------------------+-------------+--+-------------+
| | | | |
+---------------------------------------------+-------------+--+-------------+
| Cash outflow before management of liquid | | | (1,517,839) |
| resources and financing | | | |
+---------------------------------------------+-------------+--+-------------+
| | | | |
+---------------------------------------------+-------------+--+-------------+
| Financing | | | |
+---------------------------------------------+-------------+--+-------------+
| Proceeds from issue of ordinary share | 4,062,500 | | |
| capital | | | |
+---------------------------------------------+-------------+--+-------------+
| Expenses of share issues | (121,932) | | |
+---------------------------------------------+-------------+--+-------------+
| | | | 3,940,568 |
+---------------------------------------------+-------------+--+-------------+
| Increase in cash in the period and closing | | | 2,422,729 |
| net funds | | | |
+---------------------------------------------+-------------+--+-------------+
NOTES
1. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with applicable law
and accounting standards in the United Kingdom.
(i) Balance Sheet Date
The Directors have taken advantage of the provisions of Section 223 of the
Companies Act 1985 and have drawn Evolve Capital Plc's accounts for the period
up to 28 December 2008, being a date that is within seven days of the Company's
accounting reference date and the latest date on which Blue Oar was not a
subsidiary of the Company.
(ii) Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention
and include the results of the Company's operations which are described in the
Directors' Report and all of which are continuing.
(iii) Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the cost of fixed assets, less their
estimated residual value, over their expected useful lives on the following
basis:
Office equipment 25% of cost per annum
(iv) Investments
Investments held as fixed assets are stated at cost less any provision for
impairment.
(v) Taxation
Current tax, including UK corporation tax, is provided at amounts expected to be
paid (or recovered) using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all material timing differences that
have originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred as at the balance sheet date. Timing
differences are differences between the Company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessment in periods different from those in which they
are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which the timing differences are expected to reverse based on tax
rates and laws that have been enacted or substantively enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
(vi) Financial instruments
Financial instruments are measured initially and subsequently at cost less
provisions for impairment where necessary.
2. LOSS PER SHARE
The calculation of the basic loss per share is based on the loss on ordinary
activities after tax and on the weighted average number of ordinary shares in
issue during the period. There were no dilutive financial instruments in
existence during the period. Details of the loss and weighted average number of
shares used in the calculation are set out in the table below:
+--------------------------------+--+--------+-----------+--+------------+--+----------+
| | | Period ended 28 December 2008 |
+--------------------------------+--+--------------------------------------------------+
| | | | Loss | | Weighted | | Loss |
| | | | GBP | | average | | per |
| | | | | | number | | share |
| | | | | | of | | pence |
| | | | | | shares | | |
+--------------------------------+--+--------+-----------+--+------------+--+----------+
| | | | | | | | |
+--------------------------------+--+--------+-----------+--+------------+--+----------+
| Basic and | | | (115,591) | | 31,895,425 | | (0.36) |
| diluted loss per | | | | | | | |
| ordinary share | | | | | | | |
+--------------------------------+--+--------+-----------+--+------------+--+----------+
3. FINANCIAL REPORT
A copy of the financial report for the period from 27 September 2007 to 28
December 2008 will be distributed to shareholders shortly and will be available
on the Company's website at www.evolvecapital.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UWUNRKBRVUAR
Evolve Capital (LSE:EVOL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evolve Capital (LSE:EVOL)
Historical Stock Chart
From Jul 2023 to Jul 2024
