RNS Number:0403N
RAM Investment Group PLC
30 November 2006
FOR IMMEDIATE RELEASE 30 November 2006
RAM INVESTMENT GROUP PLC
REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2006
CHAIRMAN'S STATEMENT
Results
The results for the 12 months to 31 May 2006 for RAM Investment Group PLC
('RAM') show a loss on ordinary activities before taxation of #426,702 (2005 -
#712,549), comprising a gross loss on the 2005 FIFPro event of #168,957 and the
normal administrative operating costs of the company of #246,530 (2005 -
#163,535). As at 31 May 2005 RAM had net liabilities of #209,967 (2005 - net
assets of #216,710).
RAM Media Limited
Federation Internationale des Associations de Footballeurs Professionnels
("FIFPro")
On 7 February 2006 RAM announced that RAM Media had signed an agreement with the
Greek Government to hold the FIFPro event in Athens in November 2006 and that
the Company expected to derive significant revenues for the 2006 event, expected
to be in the order of Euro4m.
Unfortunately on 2 November 2006 it was announced that the event in Athens would
no longer be taking place. RAM hopes that the Awards will still be presented to
the respective winners locally and the fact that there is no Awards Event this
year will in no way diminish the prestige associated with these Awards.
RAM Media is now working with its legal advisers, Harbottle & Lewis, to
ascertain its rights and remedies under its contract. The intention is to now
pursue a claim against the Greek Ministry of Culture for damages, which RAM
Media's legal advisers believe has a good chance of success.
The Greek Ministry of Culture ("MoC") have threatened a possible counter claim
against RAM Media Limited. However at the time of publication of these financial
statements no counter claim has been received nor any communication from any
legal representatives appointed by the MOC. It is the opinion of the Board and
the Company's legal advisers that an action by the Greek MoC for recovery of
damages would not have good prospects of success.
Parallel Media Group plc ('PMG')
On 9 August 2005, the Company announced that it had agreed to invest in Parallel
Media Group plc ('PMG').
PMG owns long term commercial rights to stage professional golf championships in
the Far East and other territories, including the prestigious UBS sponsored Hong
Kong Open. PMG is listed on the Alternative Investment Market (EPIC code: PAA).
RAM has invested #375,000 in PMG in the form of a convertible loan which has now
been fully converted into 33,199,558 PMG shares. This equates to a cost per
share of 1.13 pence. At the quoted bid price of 1.25p at close of business on 28
November 2006 the value of these shares was #414,994.
In order to finance the investment the Directors made a convertible loan to RAM
of #375,000. This loan can be converted into RAM shares or repaid up until 31
December 2006. The price of conversion is 45p.
The Company's Nominated Adviser, Beaumont Cornish Limited, opined that the terms
of the transaction were fair and reasonable insofar as the Company's
shareholders are concerned.
As at 30 November 2006 no loan stock had been redeemed or converted.
European Golf Resorts
On 18 August 2005 RAM announced that it had reached an in-principle joint
venture agreement with Parallel Media Group plc (PMG). The proposed joint
venture would aim to create and develop championship golf courses incorporating
residential and resort style living in Eastern Europe, Latin America and the
Caribbean.
RAM would focus on locating suitable property sites for the planning and
development of future golf courses, while PMG's role would be to source, and
where relevant, promote professional golf tournaments to be staged at these
venues.
Divedome Limited
This company and project is now dormant and the Board feel it prudent to
acknowledge this by writing off the inter-company debt between the holding
company, RAM Investment Group plc and its subsidiary, Divedome Limited. This
write-off is reflected in the individual accounts of the companies but does not
affect the Group's financial statements. The write-off amounts to #276,678.
Appointment of Broker
On 1 August 2005 RAM appointed HB-corporate as broker to the Company.
Future Prospects
RAM Investment Group is currently considering a variety of investment
opportunities and announcements will follow in due course.
Edward Adams
Chairman
RAM INVESTMENT GROUP PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 2006
2006 2005
Notes # #
Turnover 2 100,000 -
Cost of sales (268,957) -
Gross loss (168,957) -
Administrative expenses (246,530) (163,535)
Exceptional items
FIFPro contract set up - (282,164)
costs
Divedome project costs - (280,404)
(246,530) (726,103)
Loss on ordinary (415,487) (726,103)
activities before interest
Other interest receivable 4 2,504 14,569
and similar income
Interest payable and 5 (13,719) (1,015)
similar charges
Loss on ordinary activities before taxation (426,702) (712,549)
Tax on profit/(loss) on 6 - -
ordinary activities
Loss on ordinary (426,702) (712,549)
activities after taxation
Equity minority interests - -
Retained loss for the year 12 (426,702) (712,549)
Loss per share
Basic and diluted profit/
(loss) per share 17 (7.5)p (13.6)p
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no recognised gains and losses other than those passing through the
profit and loss account.
RAM INVESTMENT GROUP PLC
BALANCE SHEETS AS AT 31 MAY 2006
Group Company
2006 2005 2006 2005
# # # #
Fixed assets
Office
equipment 7 3,600 - 3,600 -
Investments 8 375,000 - 375,177 102
378,600 - 378,777 102
Current
assets
Debtors 9 2,846 279,591 453,494 842,157
Cash at bank
in hand 12,660 284,324 12,660 284,324
15,506 563,915 466,154 1,126,481
Creditors:
amounts
falling due
within one
year 10 (604,073) (347,205) (644,192) (457,611)
Net current
(liabilities)
/assets (588,567) 216,710 (178,038) 668,870
Net
(liabilities)
/assets (209,967) 216,710 200,739 668,972
Capital and
reserves
Called up
share capital 11 10,040,226 10,040,226 10,040,226 10,040,226
Share premium
account 13 11,372,145 11,372,145 11,372,145 11,372,145
Profit and
loss account 13 (21,622,363) (21,195,661) (21,211,632) (20,743,399)
Equity
shareholders'
funds (209,992) 216,710 200,739 668,972
Minority
interest -
equity 14 25 - - -
Equity
shareholders'
funds (209,967) 216,710 200,739 668,972
The financial statements were approved by the Board on 30 November 2006.
B E Adams
Director
RAM INVESTMENT GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2006
2006 2005
# # # #
Net cash inflow/(outflow) from operating
activities (260,838) 559,441
Returns on investments and
servicing of finance
Interest received 2,504 14,569
Interest paid (1,488) (1,015)
Net cash inflow for returns on
investments and 1,016 13,554
servicing of finance
Taxation
UK corporation tax paid - (26,109)
- (26,109)
Net cash inflow/(outflow) before (259,822) 546,886
financing
Investing activities
Purchase of office equipment (4,760) -
Investment in Parallel Media (375,000) -
Group plc
(379,760) -
Financing
Issue of ordinary share capital - 504,503
Other new short term loans 375,000 25,765
Repayment of other short term (7,082) (842,134)
loans
Net cash inflow/(outflow) from 367,918 (311,866)
financing
(Decrease)/increase in cash in (271,664) 235,020
the year
RAM INVESTMENT GROUP PLC
NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2006
1. Reconciliation of operating profit/(loss) to net cash outflow from operating
activities
2006 2005
# #
Operating profit/(loss) (415,489) (726,103)
Depreciation of tangible assets 1,160 -
(Increase)/decrease in debtors 276,772 8,603,711
Increase/(decrease) in creditors within one year (123,281) (7,318,167)
Net cash inflow/(outflow) from operating activities (260,838) 559,441
2. Analysis of net (debt) / funds
1 June Cash flow Other 31 May
2005 non-cash 2006
changes
# # # #
Net cash:
Cash at bank and in hand 284,324 (271,664) - 12,660
Debt:
Debts falling due within one (25,765) (380,149) - (405,914)
year
Net funds/(debt) 258,559 (651,813) - (393,254)
3. Reconciliation of net cash flow to movement in net (debt)/funds
2006 2005
# #
Increase/(decrease) in cash in (271,664) 235,020
the year
Cash (inflow)/outflow from (increase)/decrease in debt (380,149) 816,369
Movement in net (debt)/funds in the year (651,813) 1,051,389
Opening net funds/(debt) 258,559 (792,830)
Closing net (debt)/funds (393,254) 258,559
RAM INVESTMENT GROUP PLC
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2006
1. Accounting policies
The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.
The following principal accounting policies have been applied:
Turnover
Turnover 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
2006. 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.
Tangible fixed assets
Tangible fixed assets are stated at cost or valuation less depreciation.
Depreciation is provided at rates calculated to write off the cost or valuation
less estimated residual value of each asset over its expected useful life as
follows:
Fixtures, fittings & equipment 25% straight line basis
Treatment of set up costs
The company writes off all initial project costs in the year in which they
incurred.
Investments
Fixed asset investments are stated at cost less provision for diminution of
value.
Deferred tax
Deferred tax is provided in full in respect of taxation deferred by timing
differences between the treatment of certain items for taxation and accounting
purposes, unless the tax deferred will not crystallise in the foreseeable
future.
Financial Instruments
FRS 26 requires the classification of financial instruments into separate
categories for which the accounting requirement is different. RAM has classified
its financial instruments as follows:
* Fixed deposits, principally comprising funds held with banks and other
financial institutions and trade receivables, are classified as loans and
receivables.
* Investments (other than interests in joint ventures and fixed deposits) and
short-term deposits (other than fixed deposits) are classified as available for
sale.
* Borrowings and trade payables are classified as other liabilities.
Financial instruments are initially measured at fair value. Their subsequent
measurement depends on their classification:
* Loans and receivables and other liabilities are held at amortised cost.
* Available for sale assets are held at fair value.
* Foreign exchange gains and losses arising on transactions are recognised in
the income statement.
2. Turnover and segmental analysis
2006 2005
Class of business # #
Property trading - -
Rights licence fee 100,000 -
100,000 -
3. Operating loss
2006 2005
# #
Operating loss is stated after charging:
Depreciation of tangible assets 1,160 -
Auditors' remuneration 10,000 8,000
Remuneration of auditors for non-audit work - 4,120
4. Interest receivable
2006 2005
# #
Bank interest 2,504 14,569
5. Interest payable
2006 2005
# #
On bank loans and overdrafts 1,488 1,015
On convertible loan stock 12,231 -
6. Taxation
2006 2005
# #
Domestic current year tax
U.K. corporation tax - -
Current tax charge - -
7. Tangible fixed assets
Group Company
Office equipment # #
Cost
At 1 June 2005 - -
Additions 4,760 4,760
At 31 May 2006 4,760 4,760
Depreciation
At 1 June 2005 - -
Charge for year 1,160 1,160
At 31 May 2006 1,160 1,160
Net book value
At 31 May 2006 3,600 3,600
At 31 May 2005 - -
8. Fixed asset investments
Parallel Media
Group Group plc
Cost
#
At 1 June 2005 -
Additions 375,000
At 31 May 2006 375,000
On 9 August 2005 RAM invested #375,000 in Parallel Media Group plc in the form
of a secured convertible loan facility. The loan was converted into 33,199,558
ordinary shares in Parallel Media Group plc on 3 October 2006. The market value
of these shares is #414,994 based on the quoted bid price of 1.25p at close of
business on 28 November 2006.
Shares in Group
Company undertakings
Cost #
At 1 June 2005 102
Additions 375,075
At 31 May 2006 375,177
At 31 May 2005 102
8. Fixed asset investments (continued)
The Company holds more than 20 percent of the ordinary share capital of the following companies:
Company Country of Percentage shareholding
incorporation of ordinary shares Principal activity
Fullwork Limited UK 100% Property and Investment company
Divedome Limited UK 100% Property and Leisure company
RAM Media Limited UK 100% Media rights exploitation
European Golf Resorts Limited UK 75% Property & Leisure Development
European Golf Resorts Limited was incorporated on 7 February 2006 and has not
traded since that date. Fullwork Limited and Divedome Limited did not trade
during the year.
9. Debtors
Group Company
2006 2005 2006 2005
# # # #
Other debtors 2,846 5,634 2,821 5,634
Amounts owed by group undertakings - - 450,673 836,523
Prepayments and accrued income - 273,957 - -
2,846 279,591 453,494 842,157
10. Creditors: amounts falling due within one year
Group Company
2006 2005 2006 2005
# # # #
Bank loans and overdrafts 18,683 25,765 18,683 25,765
Trade creditors 72,076 238,440 61,863 238,440
Amounts owed to subsidiaries - - 110,481 110,406
Accruals 112,000 83,000 52,000 83,000
Other creditors 14,083 - 13,934 -
Convertible loan stock 387,231 - 387,231 -
604,073 347,205 644,192 457,611
Debt due within one year 387,231 - 387,231 -
On 8 August 2005 Nicholas Lebetkin, Laurence Selman and Edward Adams, the
Directors of RAM made a loan to RAM of #375,000 in the form of a convertible
unsecured loan stock instrument. Interest on the loan stock accrues at LIBOR
plus a margin of 3% on the principal amount of the loan outstanding. The
conversion price of the loan stock is 45p, which corresponds to 833,333 shares.
10. Creditors: amounts falling due within one year (continued)
The principal amount of the loan not previously converted or repaid will be
repaid at par on 31 December 2006 provided that the Board, acting reasonably and
in the best interests of the Company, has formed the opinion that, as regards
the Company's initial situation immediately following that date, there will be
no ground on which the Company could then be found to be unable to pay its debts
and that the Company will be able to pay its debts as they fall due during the
12 month period immediately following that date and has resolved to repay such
amount accordingly. If the Board does not resolve to approve the repayment of
such amount then the amount of Stock that would otherwise have been repaid to
each Stockholder shall be converted into Ordinary Share Capital of the Company.
As at 31 May 2006 interest of #12,231 had accrued on the loan stock.
A Stockholder who wishes to redeem Stock and/or convert Stock may only redeem
and/or convert in aggregate the following proportions of his outstanding balance
of Stock in the following Interest Periods:
Interest Period Aggregate proportion of outstanding Stock
01 January 2006 - 31 March 2006 25%
01 April 2006 - 30 June 2006 50%
01 July 2006 - 30 September 2006 75%
01 October 2006 - 31 December 2006 100%
As at 30 November 2006 no loan stock had been redeemed or converted.
Interest rate profile
Short-term debtors and creditors have been excluded from the following
disclosures.
The interest rate profile of the Group's liabilities, which are all denominated
in sterling and due in less than one year, was as follows:
Weighted average
interest rate 2006 2005
# #
Convertible loans 7.8% 375,000 -
11. Share capital
2006 2005
# #
Authorised
8,372,750 Ordinary Shares of 1p each 83,727 83,727
112,275,000 Deferred Shares of 9.99p each 11,216,273 11,216,273
11,300,000 11,300,000
Allotted, called up and fully paid
5,677,900 Ordinary Shares of 1p each 56,779 56,779
99,934,398 Deferred Shares of 9.99p each 9,983,447 9,983,447
10,040,226 10,040,226
11. Share capital (continued)
The Deferred Shares have rights which provide holders with negligible value and
holders have no right to receive notice of or to attend or vote at any general
meeting of the Company. The Deferred Shares have not been admitted to trading on
AIM.
The Directors are generally and unconditionally authorised for the purposes of
Section 80 of the Companies Act 1985 to allot relevant securities up to an
aggregate nominal value of #73,734 such authority expiring on 8 June 2008,
unless revoked or renewed before that date. The Directors are also empowered,
pursuant to Section 95 of the Companies Act 1985 to allot equity securities
(within the meaning of Section 94 (2) of the Companies Act 1985) for cash as if
Section 89 (1) of the Companies Act did not apply to such allotment for the
purposes of equity securities up to an aggregate nominal amount of #73,734 such
authority expiring on 8 June 2008, unless revoked or renewed before that date.
12. Reconciliation of movements in shareholder's funds
Group Company
2006 2005 2006 2005
# # # #
Profit/(Loss) for the financial year (426,702) (712,549) (468,233) (148,981)
Proceeds from issue of shares - 504,503 - 504,503
Net increase / decrease in shareholders' funds (426,702) (208,046) (468,233) 355,522
Opening shareholders' funds 216,710 424,756 668,972 313,450
Closing shareholders' funds (209,992) 216,710 200,739 668,972
13. Reserves
Group Share premium account Profit and loss account Total
# # #
Balance at 1 June 2005 11,372,145 (21,195,661) (9,823,516)
Retained loss for the year - (426,702) (426,702)
Balance at 31 May 2006 11,372,145 (21,622,363) (10,250,218)
Company Share premium account Profit and loss account Total
# # #
Balance at 1 June 2005 11,372,145 (20,743,399) (9,371,254)
Retained loss for the year - (468,233) (468,233)
Balance at 31 May 2006 11,372,145 (21,211,632) (9,839,487)
14. Minority interests
2006
#
At 1 June 2005 -
Changes during the year 25
At 31 May 2006 25
15. Directors' emoluments
The Directors were paid #0 (2005 - #0) in emoluments in the year.
The number of directors for whom retirement benefits are accruing under
defined benefit schemes amounted to 0 (2005 - 0).
16. Employees
Number of employees
There were no employees during the year apart from the Directors.
Employment costs
There were no wages and salaries paid during the year.
17. Loss per share
Loss per Ordinary Share is calculated by dividing the loss attributable to
shareholders by the weighted average number of shares in issue during the
year.
2005 2005
# #
Loss attributable to shareholders (426,704) (712,549)
Weighted average number of shares 5,677,900 5,224,347
Loss per Ordinary Share - basic and diluted (7.5)p (13.6)p
Diluted loss per share is calculated on the same basis as basic loss per
share because the effect of the potential ordinary shares (convertible loans)
reduces the net loss per share and is therefore anti-dilutive.
18. Related party transactions
During the year Ram Investment Group plc paid #9,442 (2005 - #500) for shared
office rental and facilities to Towntalk Limited, a company in which N S
Lebetkin and L Selman are Directors and shareholders. Included within Other
Creditors are amounts owed to Towntalk Limited of #9,412 and L Selman of #4,671.
19. Control
The Company is controlled by B E Adams, N S Lebekin and L Selman, who together
control at least 70 per cent of the voting rights of the issued share capital of
the Company.
20. Contingent liabilities
The Greek Ministry of Culture ("MoC") have threatened a possible claim against
RAM Media Limited. However at the time of publication of these financial
statements no claim has been received nor any communication from any legal
representatives appointed by the MOC. It is the opinion of the Board and the
Company's legal advisers that an action by the Greek MoC for recovery of damages
would not have good prospects of success.
The cancellation of the FIFPro event may result in further claims against RAM
Media Limited which, in the opinion of the Directors cannot be quantified at
this time.
21. Post balance sheet events
RAM Media Limited
RAM Media Limited has received 1.2m euros of the 4m euros it was due under the
contract with the Greek Ministry of Culture, for the purpose of putting on the
intended event. After payment of some of the costs relating to the aborted event
RAM Media has committed the remaining funds to pursue its claim against the MOC
for damages for breach of contract.
Parallel Media Group plc
On 9 August 2005 RAM invested #375,000 in Parallel Media Group plc in the form
of a secured convertible loan facility.
The loan was converted into 33,199,558 ordinary shares in Parallel Media Group
plc on 3 October 2006.
The market value of these shares is #414,994 based on the quoted bid price of
1.25p on 28 November 2006.
Note to the announcement:
The Report and Accounts have been posted to shareholders and are available, free
of charge, for one month from: 2nd Floor Supreme House, 300 Regents Park Road,
London N3 2TL
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Investment Group plc
(the "Company") will be held at 2nd Floor, Supreme House, 300 Regents Park Road,
London, N3 2TL at 11.00 am on 10 January 2007 for the following purposes:
1. To receive and adopt the Report of the Directors and the Financial
Statements for the year ended 31 May 2006.
2. To re-elect Mr Edward Adams, who retires by rotation, as a Director of
the Company.
3. To reappoint Newman Peters, Chartered Accountants, as auditors of the
Company and to hold office until the conclusion of the next general meeting at
which accounts are laid before the Company, and to authorise the Directors to
fix their remuneration.
Dated: 30 November 2006
By Order of the Board
Iain Manley
Secretary
Registered Office:
Level 2, Saltire Court,
20 Castle Terrace
Edinburgh EH1 2ET
Notes:
1. A member who is entitled to attend and vote at the above meeting may
appoint one or more proxies to attend and, on a poll, to vote on his behalf. A
proxy need not be a member of the Company. Appointment of a proxy will not
preclude a member from attending and/or voting in person at the meeting. A form
of proxy for use at the meeting is enclosed and, if used, should be lodged
together with any power of attorney or other authority (if any) under which it
is signed (or an extract from the Books of Council and Session or a notarially
certified copy or a copy certified in accordance with the Powers of Attorney Act
1971 of such power or authority) at the address stated thereon, so as to be
received not less than 48 hours before the time of the meeting.
2. There are no Directors' service contracts.
3. The Company, pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001, hereby specifies that only those shareholders
registered on the Register of Members of the Company as at 11.00 am on 8 January
2007 shall be entitled to attend or vote at the meeting in respect of shares
registered in their name at the time. Changes to entries on the relevant
Register of Members after 11.00 am on 8 January 2007 shall be disregarded in
determining the rights of any person to attend or vote at the meeting,
notwithstanding any provisions in any enactment, the articles of association of
the Company or other instrument to the contrary.
4. The Register of Directors' Interests will be available for inspection
at the commencement of the Annual General Meeting and remain open and accessible
during the continuance of the meeting to any person attending the meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
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