RNS Number:8225I
RAM Investment Group PLC
29 November 2007
FOR IMMEDIATE RELEASE 29 November 2007
RAM INVESTMENT GROUP PLC
REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2007
CHAIRMAN'S STATEMENT
Results
The results for the 12 months to 31 May 2007 for RAM Investment Group PLC
('RAM') show a loss on ordinary activities before taxation of #276,427 (2006 -
loss of #426,702), comprising the administrative operating costs of the group of
#144,474 (2006 - #246,530) and an exceptional write off of #108,466 being the
amount owed to RAM Investment Group plc by its wholly owned subsidiary RAM Media
Limited which is now in Administration as detailed below. As at 31 May 2007 RAM
had net assets of #34,642 (2006 - net liabilities of #209,967).
RAM Media Limited
Federation Internationale des Associations de Footballeurs Professionnels
("FIFPro")
On 7 February 2006 RAM Media Limited signed an agreement with the Greek
Government to hold the FIFPro event in Athens in November 2006. The Greek
Government were contractually bound to pay Euro4m to RAM Media as a hosting fee.
Unfortunately on 2 November 2006 it was announced that the event in Athens would
no longer be taking place. Subsequently RAM Media filed a claim against the
Greek Ministry of Culture on 20 December 2006. The contract between the two
parties is governed by English law and is in the exclusive jurisdiction of the
English Courts. On 8 February 2007 the Ministry of Culture filed a defence and
counterclaim.
On 4 May 2007 Malcolm Cohen and Antony David Nygate (both of BDO Stoy Hayward
LLP, 8 Baker Street, London W1U 3LL) were appointed Joint Administrators of RAM
Media Limited.
Whilst the litigation against the Greek Ministry of Culture is ongoing, placing
RAM Media Limited into Administration has protected it from creditors relating
to the cancelled FIFPro Awards Event and enabled it to focus completely on
winning the litigation.
Although RAM Media remains wholly owned by RAM Investment Group plc it is now
controlled by its Administrators.
The case against the Greek Ministry of Culture is still being pursued and
Solicitors and Counsel willing to act on a Conditional Fee Agreement have been
engaged, with the support of After The Event (ATE) insurance. A trial has been
scheduled to start on 3 June 2008 with a time estimate of 10 days and the
Directors consider that there is a good prospect of success together with
recovering a substantial amount in damages.
The Directors believe that in view of the fact that Ram Media Limited is in
administration, it is inappropriate to include the results of Ram Media Limited
within the consolidated accounts of the Ram Investment Group Plc after the date
of appointment of the Administrators. Furthermore, it is prudent at the time of
preparing these financial statements to write off the balance owed by RAM Media
to RAM Investment Group and the Group's auditors concur with this approach.
Therefore the sum of #108,466 owing to RAM Investment Group plc from RAM Media
Limited has been written off in RAM Investment Group Plc's accounts. The losses
of #700,360 incurred by Ram Media Limited in the period to the appointment of
the Administrators on 4th May 2007 have been included in the Consolidated
results of the Group. The deemed disposal has been treated as an exceptional
item and credited to the profit and loss account.
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).
On 9 August 2005 RAM invested #375,000 in PMG in the form of a convertible loan.
This loan was fully converted into 33,199,558 PMG shares on 3 October 2006. At
the quoted bid price of 0.75p at close of business on 16 November 2007 the value
of these shares was #248,997.
Future Prospects
RAM Investment Group Plc 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 2007
2007 2007 2007 2006
Notes # # # #
Continuing Discontinued Total
operations operations
Turnover 2 - 806,261 806,261 100,000
Cost of sales - (1,509,829) (1,509,829) (268,957)
------------ ------------ ------------ ------------
Gross loss - (703,568) (703,568) (168,957)
------------ ------------ ------------ ------------
Administrative
expenses (144,474) - (144,474) (246,530)
Exceptional
items
Profit on
deemed
disposal of
investment in
Ram Media
Limited 7 - 700,360 700,360 -
Write off of
RAM Media
Limited debt
to Group 10 (108,466) - (108,466) -
------------ ------------ ------------ ------------
(252,940) 700,360 447,420 (246,530)
------------ ------------ ------------ ------------
Loss on
ordinary
activities
before
interest (252,940) (3,208) (256,148) (415,487)
Other interest
receivable and
similar income 5 7,188 3,208 10,396 2,504
Interest
payable and
similar
charges 6 (30,675) - (30,675) (13,719)
------------ ------------ ------------ ------------
Loss on
ordinary
activities
before
taxation (276,427) - (276,427) (426,702)
------------ ------------
Tax on loss on
ordinary
activities 8 - -
------------ ------------
Retained loss
for the year 16 (276,427) (426,702)
========= =========
Loss per share
Basic and
diluted loss
per share
20 (4.9)p (7.5)p
The accompanying notes are an integral part of this Consolidated Profit and Loss
Account
There are no recognised gains and losses other than those passing through the
profit and loss account.
BALANCE SHEETS AS AT 31 MAY 2007
Group Company
2007 2006 2007 2006
# # # #
Fixed assets
Office
equipment 9 2,440 3,600 2,440 3,600
Investments 10 375,000 375,000 375,177 375,177
------------ ------------ ------------ ------------
377,440 378,600 377,617 378,777
Current
assets
Debtors 11 35,494 2,846 35,468 453,494
Cash at bank
in hand 134,060 12,660 134,060 12,660
------------ ------------ ------------ ------------
169,554 15,506 169,528 466,154
Creditors:
amounts
falling due
within one
year 12 (512,352) (604,073) (622,833) (644,192)
------------ ------------ ------------ ------------
Net current
liabilities (342,798) (588,567) (453,305) (178,038)
------------ ------------ ------------ ------------
Net assets /
(Net
liabilities) 34,642 (209,967) (75,688) 200,739
========= ========= ========= ========
Capital and
reserves
Called up
share capital 14 10,040,226 10,040,226 10,040,226 10,040,226
Share premium
account 16 11,372,145 11,372,145 11,372,145 11,372,145
Profit and
loss account 16 (21,377,754) (21,622,363) (21,488,059) (21,211,632)
------------ ------------ ------------ ------------
Equity
shareholders'
funds 15 34,617 (209,992) (75,688) 200,739
Minority
interest -
equity 17 25 25 - -
------------ ------------ ------------ ------------
Equity
shareholders'
funds 34,642 (209,967) (75,688) 200,739
========= ========= ========= ========
The financial statements were approved by the Board on 23 November 2007.
B E Adams
Director
The accompanying notes are an integral part of this Consolidated Balance Sheet.
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2007
2007 2006
# # # #
Net cash inflow/(outflow)
from operating 122,781 (260,838)
activities (Note 1)
Returns on
investments and
servicing of
finance
Interest 7,188 2,504
received
Interest paid (1,488) (1,488)
------------ ------------
Net cash inflow
for returns on 5,700 1,016
investments
and servicing of
finance
Taxation
UK corporation - -
tax paid
------------ ------------
- -
------------ ------------
Net cash inflow/ 128,481 (259,822)
(outflow) before
financing
Investing
activities
Purchase of - (4,760)
office equipment
Investment in - (375,000)
Parallel Media
Group plc
------------ ------------
- (379,760)
Financing
Issue of - -
ordinary share
capital
Other new short - 375,000
term loans
Repayment of (7,081) (7,082)
other short term
loans
------------ ------------
Net cash inflow/ (7,081) 367,918
(outflow) from
financing
------------ ------------
(Decrease)/ 121,400 (271,664)
increase in cash
in the year
====== ======
NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2007
1. Reconciliation of operating profit/(loss) to net cash outflow from operating
activities
2007 2006
# #
Operating profit/(loss) (256,148) (415,489)
Adjustment for Administration of RAM
Media Limited 524,244 -
Depreciation of tangible assets 1,160 1,160
(Increase)/decrease in debtors (32,648) 276,772
Increase/(decrease) in creditors within
one year (113,827) (123,281)
------------ ------------
Net cash inflow/(outflow) from operating
activities 122,781 (260,838)
======= =======
2. Analysis of net (debt) / funds
1 June 2006 Cash flow Other non-cash 31 May 2007
changes
# # # #
Net cash:
Cash at bank
and in hand 12,660 121,400 - 134,060
------------ ------------ ------------ ------------
Debt:
Debts
falling
due within (405,914) (22,106) - (428,020)
one
year
------------ ------------ ------------ ------------
Net
funds/(debt) (393,254) 99,294 - (293,960)
======== ======== ======== =======
3. Reconciliation of net cash flow to movement in net (debt)/funds
2007 2006
# #
Increase/(decrease) in cash in the year 121,400 (271,664)
Cash (inflow)/outflow from
(increase)/decrease in debt (22,106) (380,149)
------------ ------------
Movement in net (debt)/funds in the year 99,294 (651,813)
Opening net funds/(debt) (393,254) 258,559
------------ ------------
Closing net (debt)/funds (293,960) (393,254)
======= =======
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2007
1.1 The following is an extract from the Report of the Independent Auditors:
"Emphasis of matter - Going Concern
In forming our opinion, which is not qualified, we have considered the adequacy
of the disclosure made in the directors' report concerning the Group's ability
to continue as a going concern. The Group incurred a net loss of #276,427 during
the year ended 31 May 2007 and it does not have substantial assets. We have
considered the Group's cashflow projections for the next 12 months. In our
opinion, there is material uncertainty as to the adequacy of the Group's
financial resources which cast doubt on the Group's ability to continue as a
going concern. The financial statements do not include the adjustments that
would result if the Group was unable to continue as a going concern."
1.2 The Report and Accounts have been posted to shareholders and are available
on the Company website: www.raminvestmentgroup.co.uk.
1.3 The figures shown for the year ended 31 May 2007 are audited but do not
constitute statutory financial statements within the meaning of the Companies
Act 1985. The financial statements for the year ended 31 May 2006 have been
reported on by the Company's auditors and delivered to the Registrar of
Companies.
2. Turnover and segmental analysis
2007 2006
Class of business # #
Rights licence fee 806,261 100,000
====== =======
Geographical areas:
Europe 806,261 100,000
====== =======
3. Analysis of operations
2007 2006
Continuing Discontinued Total Continuing Discontinued Total
# # # # # #
Turnover - 806,261 806,261 - 100,000 100,000
====== ======= ======= ====== ======= ======
Cost of sales - (1,509,829) (1,509,829) 5,000 (273,957) (268,957)
====== ======= ======= ====== ======= =======
Net operating
expenses
Profit on
deemed
disposal of
investment - 700,360 700,360 - - -
Administration
expenses (144,474) - (144,474) (181,614) (64,916) (246,530)
Write off Ram
Media debt to
Group (108,466) - (108,466) - - -
------------ ------------ ------------ ------------ ------------ ------------
(252,940) 700,360 447,420 (181,614) (64,916) (246,530)
====== ======= ======= ====== ======= =======
Operating loss (252,940) (3,208) (256,148) (176,614) (238,873) (415,487)
====== ======= ======= ====== ======= =======
4. Operating loss
2007 2006
# #
Operating loss is stated after charging:
Depreciation of tangible assets 1,160 1,160
Auditors' remuneration 13,000 10,000
Remuneration of auditors for non-audit work - -
======= ======
5. Interest receivable
2007 2006
# #
Bank interest 10,396 2,504
======= ======
6. Interest payable
2007 2006
# #
On bank loans and overdrafts 1,488 1,488
On convertible loan stock 29,187 12,231
------------ ------------
30,675 13,719
======= ======
7. Investment income
2007 2006
# #
Profit on deemed disposal of Ram Media Limited 700,360 -
======= ======
The losses of #700,360 incurred by Ram Media Limited in the period to the
appointment of the Administrators on 4th May 2007 have been included in the
Consolidated results of the Group. The deemed disposal has been treated as an
exceptional item and credited to the profit and loss account.
8. Taxation
2007 2006
# #
Domestic current year tax
U.K. corporation tax - -
------------ ------------
Current tax charge - -
======= ======
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (276,427) (426,702)
======= ======
Loss on ordinary activities before taxation
multiplied by standard rate of
UK Corporation tax of 0% (2006: 0%) - -
------------ ------------
Effects of:
Non deductible expenses - 1,633
Depreciation add back 1,160 1,160
Capital allowances (714) (1,904)
Inter company balance write-off (108,466) (276,678)
Other tax adjustments 108,020 275,789
------------ ------------
- -
------------ ------------
Current tax charge - -
======= ======
9. Tangible fixed assets
Group Company
Office equipment # #
Cost
At 1 June 2006 and 31 May 2007 4,760 4,760
------------ ------------
Depreciation
At 1 June 2006 1,160 1,160
Charge for year 1,160 1,160
------------ ------------
At 31 May 2007 2,320 2,320
------------ ------------
Net book value
At 31 May 2007 2,440 2,440
======= ======
At 31 May 2006 3,600 3,600
======= ======
10. Fixed asset investments
Group Listed
Cost #
At 1 June 2006
and 31 May
2007 375,000
=====
Company Listed Shares in Total
Group
undertakings
Cost #
At 1 June 2006
and 31 May
2007 375,000 177 375,177
======
The listed investment above is a 8.9% interest in the issued ordinary share capital of Parallel Media
Group Plc. The market value of these shares was #580,992 based on the quoted mid price of 1.75p at
close of business on 31 May 2007. On 16 November 2007, the market value of these shares was #248,997.
The Company holds more than 20 percent of the ordinary share capital of the following companies:
Company Country of incorporation Percentage shareholding Principal activity
of ordinary shares
Fullwork
Limited UK 100% Property and
Investment company
Divedome
Limited UK 100% Property and Leisure
company
RAM Media
Limited UK 100% Media rights
exploitation
Ram
Television UK 100% Dormant
Limited**
European
Golf
Resorts UK 75% Property & Leisure
Limited Development
Fullwork Limited, Divedome Limited and European Golf Resorts Limited did not trade during the year.
Fullwork Limited was dissolved on 30 October 2007.
** Held by subsidiary undertaking.
Excluded Subsidiary
Ram Media Limited
On 4 May 2007 Malcolm Cohen and Antony David Nygate (both of BDO Stoy Hayward
LLP, 8 Baker Street, London W1U 3LL) were appointed Joint Administrators of RAM
Media Limited. Although RAM Media Limited remains wholly owned by RAM Investment
Group plc it is now controlled by its Administrators and has therefore been
excluded from consolidation as at the accounting year end.
The Group has written off #108,466 due from Ram Media Limited.
11. Debtors
Group Company
2007 2006 2007 2006
# # # #
Other debtors 35,494 2,846 35,468 2,821
Amounts owed
by group
undertakings - - - 450,673
------------ ------------ ------------ ------------
35,494 2,846 35,468 453,494
======= ====== ======= ======
12. Creditors: amounts falling due within one year
Group Company
2007 2006 2007 2006
# # # #
Trade creditors 54,867 72,076 54,867 61,863
Amounts owed
to
subsidiaries - - 110,481 110,481
Accruals 13,000 112,000 13,000 52,000
Other creditors 28,067 32,766 28,067 32,617
Convertible
loan stock 416,418 387,231 416,418 387,231
------------ ------------ ------------ ------------
512,352 604,073 622,833 644,192
======= ====== ======= ======
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. On 31 December 2006 Nicholas Lebetkin, Laurence
Selman and Allied Trust Co Limited (a company controlled by Edward Adams)
extended the loan available to RAM until 31 December 2007. Accrued interest on
this loan is #41,418. The outstanding loan carries interest at the rate of 1.75
per cent per annum above the base rate of Barclays Bank Plc.
The convertible loan stock is secured by a floating charge over the current and
future assets of the company.
13. Financial instruments
The Group's policy on financial instruments is detailed in the Directors'
Report.
Short-term debtors and creditors have been excluded from all of the following
disclosures.
Interest rate profile
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 2007 2006
# #
Loan stock 7.8% 375,000 375,000
Maturity of financial liabilities
The maturity profile of the Group's financial liabilities, other than short term
trade creditors and accruals, at 31 May 2007 is:
Loan stock Group Company
2007 2006 2007 2006
# # # #
Within one year, or on demand 416,418 387,231 416,418 387,231
======= ====== ======= ======
14. Share capital
2007 2006
# #
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
======== ========
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 #66,948 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 #66,948 such
authority expiring on 8 June 2008, unless revoked or renewed before that date.
15. Reconciliation of movements in shareholders' funds
Group Company
2007 2006 2007 2006
# # # #
Loss for the
financial year (276,427) (426,702) (276,427) (468,233)
Proceeds from issue of shares - - - -
-------------- -------------- -------------- --------------
Net decrease
in
shareholders'
funds (276,427) (426,702) (276,427) (468,233)
Opening
shareholders'
funds (209,992) 216,710 200,739 668,972
Ram Media
Limited profit
and loss
reserve
brought
forward
excluded from
consolidation 521,036 - - -
-------------- -------------- -------------- --------------
Closing
shareholders'
funds 34,617 (209,992) (75,688) 200,739
======= ====== ======= ======
16. Reserves
Group Share premium account Profit and loss account Total
# # #
Balance at 1
June 2006 11,372,145 (21,622,363) (10,250,218)
Ram Media
Limited
profit and
loss
reserve - 521,036 521,036
brought
forward
excluded
from
consolidation
Retained loss
for - (276,427) (276,427)
the year
--------------- --------------- ---------------
Balance at 31
May 2007 11,372,145 (21,377,754) (10,005,609)
========= ========= =========
Company Share premium account Profit and loss account Total
# # #
Balance at 1
June 2006 11,372,145 (21,211,632) (9,839,487)
Retained loss
for - (276,427) (276,427)
the year
--------------- --------------- ---------------
Balance at 31
May 2007 11,372,145 (21,488,059) (10,115,914)
========= ========= =========
17. Minority interests
2007
#
At 1 June 2006 25
Changes during the year -
=====
At 31 May 2007 25
=====
18. Directors' emoluments
The Directors were paid #0 (2006 - #0) in emoluments in the year.
The number of directors for whom retirement benefits are accruing under defined
benefit schemes amounted to 0 (2006 - 0).
19. Employees
Number of employees
There were no employees during the year.
Employment costs
There were no wages and salaries paid during the year.
20. 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.
2007 2006
# #
Loss attributable to shareholders (276,427) (426,702)
Weighted average number of shares 5,677,900 5,677,900
Loss per Ordinary Share - basic and diluted (4.9)p (7.5)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.
21. Related party transactions
During the year RAM Investment Group plc paid #16,854 (2006 - #9,442) 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 #11,794 (2006 - #9,412) and L
Selman of #4,671 (2006 - #4,671).
22. Control
The Company is controlled by B E Adams, N S Lebetkin and L Selman, who together
control at least 70 per cent of the voting rights of the issued share capital of
the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BLBDBGSDGGRC
RAM (LSE:RAM)
Historical Stock Chart
From Jun 2024 to Jul 2024
RAM (LSE:RAM)
Historical Stock Chart
From Jul 2023 to Jul 2024
