RNS Number : 8234W
Ovidia Investments PLC
16 June 2008
For immediate release 16 June
2008
Ovidia Investments Plc ("the Company")
Final Results for the year to 31 December 2007
CHAIRMAN'S STATEMENT
The Company has made steady progress in the year and we have raised funds to maintain our trading on AIM and seek acquisitions.
Our strategy is to seek suitable acquisition opportunities in the business services sector in the United Kingdom. We believe that our
broad collective experience in the proposed sector, in acquisitions, accounting, corporate and financial management together with our wide
industry contacts will enable the Company to achieve its objectives.
Investment propositions will be considered when we consider that enhanced values may be achieved. A particular consideration will be to
identify investments where we believe that our expertise and experience can be deployed to facilitate growth or unlock value. There is no
limit in the number of projects in which the Company may invest. We will conduct initial due diligence appraisals of potential projects and,
where we believe further investigations are warranted, we will appoint suitably qualified, and where appropriate, independent persons.
We are involved and active. Accordingly, the Company is likely to seek participation in the management of the board of directors of a
company in which the Company invests with a view to improving its performance and use of its assets in such ways as should result in an
increase in the value of such a company. We hope that the resulting benefit would provide a satisfactory return to the Company'
shareholders.
In the event no substantial acquisitions are made by 27 June 2008, that is within 12 months of the Extraordinary General Meeting held on
28 June 2007 in accordance with the AIM Rules for Companies, trading in the shares will be suspended and if no reverse transaction is
achieved in the ensuing 6 months, cancelled.
For further information, please contact:
Ovidia Investments plc
Nigel Weller, Director
Tel 07769 906 906
Beaumont Cornish Limited
Roland Cornish
Tel 020 7628 3396
Independent Auditors Report to the members of
Ovidia Investments plc
We have audited the company financial statements of Ovidia Investments Plc for the year ended 31 December 2007 which comprise of the
income statement, statement of changes in equity, balance sheet, cash flow statement, and the related notes. These financial statements have
been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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
The directors' responsibilities for preparing the financial statements in accordance with applicable law and International Financial
Reporting Standards as adopted for use in the European Union are set out on page 3.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).
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 Act 1985. We also report to you whether in our opinion the information given in the Report of the Directors is consistent
with the financial statements.
In addition, we report to you if, in our opinion, the company has not kept proper accounting records and if we have not received all the
information and explanations we require for our audit.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements.
The other information comprises only the Chairman's statement and the Directors' Report. We consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to
any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board.
An audit includes 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. .
Contd/* Continued*.
Because of the possible effect of the limitation in evidence available to us, we were unable to form an opinion as to whether the
financial statements for the year ended 31 December 2006 give a true and fair view of the state of affairs of the company or of the loss for
the period then ended nor were able to determine if the financial statements have been properly prepared in accordance with Companies Act
1985.
Opinion:
In our opinion, except for the effect on the corresponding figures for 2006 of any adjustments to the results of operations for the year
ended 31 December 2006,
* the financial statements give a true and fair view, in accordance with International Financial Reporting Standards as adopted for
use in the European Union, of the state of affairs of the company as at 31 December 2007 and of the profit and cash flows of the company for
the period then ended;
* the financial statements have been properly prepared in accordance with the Companies Act 1985; and
* the information given in the Report of the Directors is consistent with the financial statements.
Jeffreys Henry LLP 13 June 2008
Chartered Accountants and Finsgate
Registered Auditors 5-7 Cranwood Street
London EC1V 9EE
Ovidia Investments Plc Notes 2007 2006
� �
INCOME STATEMENT
for the year ended 31 December
2007
CONTINUING OPERATIONS
Turnover 4
Continuing operations - -
Cost of sales - -
GROSS PROFIT - -
Administrative expenses - -
- exceptional
- other (99,647) (482,003)
OPERATING LOSS (99,647) (482,003)
Exceptional Profit/(Loss) 8 2,804,861 (5,219,519)
PROFIT/(LOSS) ON ORDINARY 2,705,214 (5,701,522)
ACTIVITIES BEFORE INTEREST
Interest payable 6 - -
PROFIT/(LOSS) ON ORDINARY 8 2,705,214 (5,701,522)
ACTIVITIES BEFORE TAXATION
Taxation 9 - -
RETAINED PROFIT/(LOSS) FOR THE 15 2,705,214 (5,701,522)
YEAR
LOSS PER ORDINARY SHARE, 10 (1.12p) (26.3p)
EXCLUDING EXCEPTIONAL PROFIT
Basic
Fully diluted 10 (1.12p) (26.3p)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There is no difference between basic and diluted loss per share.
Share Share Merger Retained
Capital� Premium� Relief Reserve� Earnings�
At 1 January 2007 9,033,841 3,890,439 1,194,627 (16,966,014)
Movement in shares to be 14,164 85,500 - -
issued
Profit after tax for the - 2,705,214
period - -
At 31 December 2007 9,048,005 3,975,939 1,194,627 14,260,800
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of
share issue expenses. Share issue expenses in the period ended 31 December 2007 comprise a proportion of the costs incurred in respect of
the initial public offering on the Alternative Investment Market of the London Stock Exchange.
Retained loss represents the cumulative loss of the company attributable to equity shareholders.
Ovidia Investments Plc Notes 2007 2006
� �
BALANCE SHEET
31 December 2007
ASSETS
Non-current assets
Investments 11 - -
- -
Current assets
Trade and other receivables 12 17,869 -
Cash and cash equivalents - -
17,869 -
CREDITORS: Trade and other payables 13 (60,098) (2,847,107)
NET CURRENT LIABILITIES (42,229) (2,847,107)
TOTAL ASSETS LESS CURRENT LIABILITIES (42,229) (2,847,107)
SHAREHOLDERS' EQUITY
Called up share capital 14 9,048,005 9,033,841
Share premium account 3,975,939 3,890,439
Merger reserve 1,194,627 1,194,627
Profit and loss account 15 (14,260,800) (16,966,014)
TOTAL EQUITY (42,229) (2,847,107)
Approved by the board and authorised for issue on 13 June 2008.
W N V Weller
Director
Ovidia Investments Plc Notes 2007 2006
� �
CASH FLOW STATEMENT
for the year ended 31 December 2007
Cash flows from operating activities
Net cash flow from operating activities 16a 266,682 (4,579,561)
Cash flows from investing activities
Investments write back - 5,208,507
Cash flows from financing activities
Shares issued 70,000 -
Increase in cash and cash equivalents 336,682 628,946
Ovidia Investments Plc
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2007
1. GENERAL INFORMATION
Ovidia Investments Plc is a company incorporated in England & Wales. The company's shares are traded on AIM, a market operated by
the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activities
of the company are described in the directors' report.
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC
interpretations) issued by the International Accounting Standards Board (IASB), as adopted by the European Union, and with those parts of
the Companies Act 1985 applicable to companies preparing their accounts under IFRS. The financial statements have been prepared under the
historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management
to exercise its judgement in the process of applying the group's accounting policies. Estimates and judgments are continually reviewed and
are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the
circumstances.
* Standards, amendments and interpretations effective at 1 January 2007.
The following interpretations to existing standards have been published that are mandatory for the company's accounting periods
beginning on or after 1 January 2007 or later periods but that the company has not adopted early:
* IFRS 7, 'Financial Instruments: Disclosure', and complementary amendment to IAS 1, 'Presentation of financial statements - Capital
disclosures', introduces new disclosures relating to financial instruments and does not have any impact on the classification and valuation
of the company's financial instruments, or the disclosures relating to taxation and trade and other payables.
* IFRIC 8, 'Scope of IFRS 2', requires consideration of transactions involving the issuance of equity instruments, where the
identifiable consideration received is less than the fair value of the equity instruments issues in order to establish whether or not they
fall within the scope of IFRS 2. This standard does not have any impact on the company's financial statements.
* Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the
group
The following interpretations to existing standards have been published that are mandatory for the company's accounting periods
beginning on or after 1 January 2008 or later periods but that the company has not adopted early:
* IAS 1 Revised - Presentation of Financial Statements (effective from 1 January 2009). Key changes include, the requirement to
aggregate information in the financial statements on the basis of shared characteristics, the introduction of a Statement of Comprehensive
Income & changes in titles of some of the financial statements.
Preparers of financial statements will have the option of presenting income and expense and components of other comprehensive income
either in a single statement or in two separate statements (a separate income statement followed by a statement of comprehensive income).
2. ACCOUNTING POLICIES - continued
The new titles for the financial statements (for example 'statement of financial position' instead of balance sheet) will be used in the
accounting standards but are not mandatory for use in financial statements.
The expected impact is still being assessed in detail by management as the IASB is involved in discussions to examine more fundamental
questions about the presentation of information in financial statements.
* IFRS 8 - Operating Segments (effective from 1 January 2009). IFRS 8 replaces IAS 14 and aligns segment reporting with the
requirements of the US standard SFAS 131, "Disclosures about segments of an enterprise and related information". The new standard requires a
"management approach", under which segment information is presented on the same basis as that used for internal reporting purposes. The
expected impact is still being assessed in detail by management, but it appears likely that the number of reportable segments, as well as
the manner in which segments are reported, will change in a manner that is consistent with the internal reporting provided to the chief
operating decision-maker.
(c) Interpretations to existing standards that are not yet effective and not relevant for the company's operations
The following interpretations to existing standards have been published and are mandatory for the group's accounting periods
beginning on or after 1 January 2008 or later periods but are not relevant to the group's operations:
IFRIC 11 - IFRS 2 - Group and Treasury Share Transactions (effective from 1 March 2007)
IFRIC 12 - Service Concession Arrangements(effective from 1 January 2008)
IFRIC 13 - Customer Loyalty Programmes(effective from 1 July 2008)
IFRIC 14 - IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction. (effective from 1 January 2008)
Going Concern
The balance sheet as at 31 December 2007 showed a net deficit of �42,229. However, the directors have indicated their willingness to
provide financial support to the company. On this basis, the directors consider it appropriate to prepare the financial statements on going
concern basis. The financial statements do not include any adjustments that would result from the withdrawal of the directors' support.
Revenue recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and that the revenue can be
reliably measured. Revenue is measured at the fair value of consideration received, excluding VAT and other duties. Revenue represents the
net invoiced value of power packs sold.
Functional currency translation
Functional and presentation currency
Items included in the financial statements of the company are measured using the currency of the primary economic environment in
which the entity operates (the functional currency). The consolidated financial statements are presented in Pounds Sterling (�), which is
the Company's functional and presentation currency.
2. ACCOUNTING POLICIES (continued)
Taxation
The taxation credit is based on the loss for the period and takes into account taxation deferred because of timing differences
between the treatment of certain items for taxation and accounting purposes. Except where it is otherwise required by accounting standards,
full provision is made for temporary timing differences which have arisen but not yet reversed at the balance sheet date
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on
the balance sheet.
Trade receivables and payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method.
Provisions
A provision is recognised when:
* the Group has a legal or constructive obligation as a result of a past event; and
* it is probable that an outflow of economic benefits will be required to settle the obligation; and
* the effect is material; and
Expected future cash flows are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to
the liability.
Equity instruments
Instruments that evidence a residual interest in the assets of the Group after deducting all of its liabilities are classified
as equity instruments. Issued equity instruments are recorded at proceeds received net of direct issue costs.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of value added tax, from the proceeds. 2. ACCOUNTING POLICIES (continued)
3. RISK AND SENSITIVITY ANALYSIS
The company's activities expose it to a variety of financial risks: interest rate risk, liquidity risk and capital risk. The
company's overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the company's
financial performance. The Board reviews key risks on a regular basis and, where appropriate, actions are taken to mitigate the key risks
identified.
3.1. Interest rate risk and foreign currency risk
The company does not have formal policies on interest rate risk or foreign currency risk. However, the company's exposure in
these areas as at the balance sheet date was minimal.
3.2. Liquidity risk
The company prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash
requirements of the company, to manage liquidity risk. The directors have considered the risk posed by liquidity and are satisfied that
there is sufficient growth and equity in the company.
3.3. Capital risk
The company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide
returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
4. TURNOVER
Turnover represents the sales value, net of Value Added Tax, of services provided to clients. Revenue is recognised when the service
is performed in accordance with the terms of the contractual agreement and the stage of completion of the work.
5. TURNOVER AND LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
The company's turnover and loss before taxation were all derived from its principal activity wholly undertaken in the United
Kingdom.
6 INTEREST PAYABLE 2007� 2006�
On bank loan and - -
overdraft
Hire purchase interest - -
- -
7 EMPLOYEES 2007Number 2006Number
The average monthly
number of employees of
the group during the
year was as follows:
Sales and marketing 4 -
Office and management - -
Design, advertising and - -
production
4 * -
* Information not
available
Staff costs for the 2007� 2006�
above persons:
Wages and salaries - * -
Social security costs - * -
Other pension costs - * -
- -
*Information not 2007� 2006�
availableDIRECTORS*
REMUNERATION
Emoluments - -
8. LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION 2007 2006
� �
Loss on ordinary activities before taxation is
stated after charging:
Depreciation charge for the year
owned assets - -
leased assets - * -
Operating lease rentals
land and buildings - * -
Equipment - * -
Auditors' remuneration in respect of audit services 9,400 -
*Information not available
2007 2006
EXCEPTIONAL INCOME AND COSTS � �
Tangibles and Investments write off - 5,219,519
Creditors written back under the Company Voluntary 2,804,861 -
Arrangements*
* On the 28 June 2007, the company went into a CVA
where all the creditors were settled in full and
final settlement. 2,664,727 shares were issued to
that effect in satisfaction of the creditors and the
exceptional item represents the amount written off in
the year.
9. TAXATION 2007 2006
� �
Current tax:
UK corporation tax - -
Adjustment in respect of prior years - -
Total current tax - -
Deferred taxation:
Origination and reversal of timing - -
differences
- -
Factors affecting tax charge for the period: 2007 2006
� �
The tax assessed for the period is lower than the
standard rate of corporation tax in the UK (30%).
The differences are explained below:
Profit/(Loss) on ordinary activities before 2,705,214 (5,701,522)
taxation
Profit/(Loss) on ordinary activities multiplied by 811,564 (1,710,457)
standard rate of corporation tax in the UK 30%
(2006: 30%)
Effects of:
Other expenses not deductible for tax purposes (841,458) 1,565,856
Tax losses carried forward 29,894 144,601
Current tax credit for period - -
10. LOSS PER ORDINARY SHARE
The calculation of loss per ordinary share is based upon the loss after taxation of but before exceptional item of �99,647 (2006 -
�482,003) and on 8,892,962 (2006 - 1,827,809) shares, being the weighted average number of ordinary shares in issue during the year.
There is no difference between the basic loss per share and the diluted loss per share.
11. FIXED ASSET INVESTMENTS
Shares in
subsidiary
undertakings
COMPANY �
COST
1 January 2007 -
Dissolved -
31 December 2007 -
PROVISION
1 January 2007 -
Dissolved -
31 December 2007 -
NET BOOK VALUE
31 December 2007 -
31 December 2006 -
The principal subsidiaries were:
Proportion of
ordinary
shares held
Nature of business
Twentyfirst Century 100% Holding company
Communications Group Limited
Twentyfirst Century 100% Corporate communications
Communications Limited
The Alternative Agency 75% Internal communications
Limited
Oneshoe Digital Limited 100% Strategic consultants
(formerly &Summ Limited)
The Design Clinic Limited 100% Design and marketing
Clinic Group Limited 100% Holding company
Swabco Limited 100% Holding company
All of the subsidiaries are directly owned by NWD Group plc except Twentyfirst Century Communications Group Limited, Swabco Limited and
The Design Clinic Limited.
All companies were sold for �nil consideration in February 2007.
12. DEBTORS
2007 2006
� �
Due within one year:
Other debtors 16,537 -
Prepayments and accrued income 1,332 -
17,869 -
13. CREDITORS: Amounts
fallingdue within one year
2007 2006
� �
Bank loan and overdraft - 336,682
Trade creditors 2,550 146,219
Amounts owed to group companies - 2,090,452
Other taxes and social security - 21,287
Other creditors 40,678 52,467
Accruals and deferred income 16,870 -
Convertible loan - 200,000
60,098 2,847,107
14. SHARE CAPITAL
2007 2006
� �
Authorised:
2,096,615,956 ordinary shares of 1p each 20,966,160 20,966,160
1,827,808 (2006-182,780,873) ordinary shares of 1,828 182,781
0.1p each
983,451,063 deferred shares of 0.9p each 8,851,059 8,851,059
1,827,808 deferred shares of 9.9 each 180,953 -
30,000,000 30,000,000
Allotted, called up and fully paid:
15,992,535 (2006 -182,780,873) ordinary shares of
0.1p each 15,993 182,782
(equity)
983,451,063 deferred shares of 0.9p each (non 8,851,059 8,851,059
equity)
1,829,808 deferred shares of 9.9p each (non equity) 180,953 -
9,048,005 9,033,841
Non-equity share rights
Deferred shareholders are not entitled to receive any dividends or other distributions or to receive notice of or to attend or vote at
any General Meeting. On winding up they are only entitled to receive the amount paid on deferred shares after ordinary shareholders have
received �100,000 for each ordinary share and have no other right to participate in the assets of the company.
On 28 June 2007 the 182,780,783 ordinary shares of 0.1p each were consolidated into 1,827,808 ordinary shares of 10p each and these were
then subdivided into one ordinary share if 0.1p and one deferred share of 9.9p each. The deferred shares with carry negligible value and
will not be admitted to trading.
On 28 June 2007 the company issued 7,000,000 ordinary shares of 0.1p each at 1p per share and 4,664,727 shares issued at par
On the 18 September 2007 the company issued 2,500,000 ordinary shares of 0.1p each pursuant to conversion notices at the rate of 1p per
share.
On 28 March 2008 5,333,333 ordinary shares of 0.1p each were issued in satisfaction of a short term loan made to the company and
10,266,667 ordinary shares of 0.1p each were placed, both issued at 0.75p per share.
15. PROFIT AND LOSS ACCOUNT Company
�
1 January 2007 (16,966,014)
Profit/(Loss) for the year 2,705,214
31 December 2007 (14,260,800)
16. CASH FLOWS 2007 2006
� �
* Reconciliation of operating loss to net
cashflow from operating activities
Operating loss (99,647) (482,003)
CVA Settlement 2,804,861 (5,219,519)
(Increase)/decrease in debtors (17,869) 114,384
Increase/(decrease) in creditors (2,420,663) 1,007,577
Net cashflow from operating activities 266,682 (4,579,561)
17. FINANCIAL COMMITMENT
Capital commitment
There was no capital expenditure that had contracted for at the balance sheet date but yet incurred.
18. CONTINGENT LIABILITIES
The company has no contingent liabilities arising in respect of legal claims arising from the ordinary course of business and it is not
anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.
19. POST BALANCE SHEET EVENTS
On 28 March 2008, a total of 15,600,000 ordinary shares of 0.1p each were issued, through a share placing to raise �77,000 for ongoing
operations and to repay a short term loan of �40,000.
20. ULTIMATE CONTROLLING PARTY
In the opinion of the directors, there is no controlling party at the balance sheet date.
21. IFRS CONVERSION
The company has adopted International Financial Reporting Standard for the first time and no adjustment has been made as a result of the
transition.
NOTES TO THE ANNOUNCEMENT
1 The report and accounts for the year ended 31 December 2007 are being posted to shareholders and will be available on the Company's
website www.investments-plc.co.uk
2 The summary accounts set out above do not constitute statutory accounts as defined by Section 240 of the UK Companies Act 1985. The
summarised balance sheet at 31 December 2007 and the summarised income statement, summarised statement of changes in equity and the
summarised cash flow statement for the year then ended have been extracted from the Company's audited statutory financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
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