TIDMRAM
RNS Number : 4395U
RAM Investment Group PLC
24 June 2009
For immediate release 24 June 2009
RAM INVESTMENT GROUP PLC
AUDITED FINANCIAL STATEMENTS
FOR THE SEVEN MONTHS ENDED 31 DECEMBER 2008
AND NOTICE OF AGM
The Company announces its audited results for the seven months ended 31 December
2008. A Notice of AGM is also included at the end of this announcement with the
AGM scheduled for 11.00am on 27 July 2009. These will be posted to Shareholders
on 30 June 2009. These are also available from the Company's website,
www.raminvestmentgroup.co.uk.
CHAIRMAN'S STATEMENT
Results
In the period under review, I am pleased to report a turnaround for the Group.
Following the change in accounting year end the results are for the seven month
period ended 31 December 2008.
Financial Highlights
Available for sale-financial assets GBP219,592 [May 2008: GBP66,392]
Total equity GBP125,303 [May 2008: (GBP474,043)]
Profit before tax GBP293,846 [May 2008: Net loss (GBP714,652)]
The profit before tax of GBP293,846 was primarily due to the exceptional gain of
GBP393,600 made on the disposal of the PMG shares. As detailed in the previous
year end financial statements and completed at EGM on 29 December 2008, the
disposal of PMG shares was in consideration for the extinguishment of existing
convertible loan notes amounting to GBP375,000 and related interest of
GBP68,528.
RAM Media Limited
As detailed in previous reports the Company's wholly owned subsidiary RAM Media
Ltd has been involved in litigation with the Greek Ministry of Culture (MOC)
since December 2006. The trial has recently been concluded and on 31 July 2008
Mr Justice Tugendhat handed down judgment in favour of Ram Media
The Greek Ministry lodged an appeal on 4 September 2008 to be considered by the
Court of Appeal.
On Friday 30 January 2009 the Court of Appeal refused
the majority of the MOC's grounds for appeal apart from one limited exception
relating to EUR500,000. The MOC was ordered to pay over just under EUR2.8m by 13
February 2009 of which EUR500,000 will be retained by RAM Media's solicitors' in
their client account pending an appeal hearing. However the MOC made no payment
on 13 February 2009 and Ram Media's solicitors are now considering the options
for enforcement of judgment.
Further announcements will be made in due course.
Parallel Media Group plc ('PMG')
The Company has disposed of the 33,196,000 ordinary shares of Parallel Media
Group Plc.
New Directors
As part of its new strategy the Company has appointed a new Non-Executive
Director. Iain Manley oversees the financial and company secretarial function of
the Group. Iain takes over from Mark Callaway who resigned on 26 February 2009.
Investment Strategy
RAM's proposed strategy is to acquire companies and/or assets which the
Directors believe are undervalued and where such a transaction has the potential
to create value for Shareholders. The Company will be an active investor.
Such investments may result in RAM acquiring the whole or part of a company or
project. RAM's investments may take the form of equity, joint venture debt,
convertible instruments, licence rights, or other financial instruments, as the
Directors deem appropriate.
Further to the revised AIM Rules for Companies announced on 1 June 2009, the
Company is currently considering its Investing Policy and expects to announce an
AIM compliant policy in due course. The Company does not expect this to
represent a material change of emphasis but rather envisages marginal changes
bringing it in line with AIM's revised rules.
Acquisition
On 07 May 2009 the Company announced the acquisition of 49.9% of Train FX and
100% of New Planet Investments ("NPI").
Investment in Train FX Limited
On 13 March 2009, RAM announced an investment of GBP177,500 in New Planet
Investments Ltd ("NPI"), a special purpose vehicle established to acquire the
assets of Train FX Ltd from the Vision Media Group plc ("VMG"). This initial
investment secured RAM 18.2 % of NPI's issued share capital. In addition, RAM
agreed an option (at RAM's call only) with VMG to acquire the remaining issued
share capital of NPI in the event that NPI were to be successful in acquiring
the remainder of Train FX from VMG and also made a loan of GBP200,000 to VMG.
On 7 May 2009 the Board of RAM Investment Group plc ("RAM") agreed to invest
GBP920,000 in Train FX. Having intended to acquire an interest in NPI (which in
turn would have held an interest in Train FX) an opportunity arose to take a
direct stake in Train FX. Broadly this deal would see RAM acquiring an initial
stake, with an option to acquire further shares in due course. To date
agreements have been entered into under which RAM has acquired a direct stake of
49.9% and has been granted an option to acquire the remaining 50.1% with the
long stop date of 31 August 2009. The direct stake of 49.9% in Train FX has
been satisfied by conversion of the existing GBP200,000 loan by RAM to VMG and
additional cash payments of GBP400,000 made on 24 April 2009 and GBP320,000 made
on 30 April 2009.
The exercise of the option to acquire the remaining 50.1% is subject, inter
alia, to due diligence, financing and compliance with the AIM Rules under which
these actions may require compliance with AIM Rule 14 as a 'reverse transaction'
which would include the requirement for approval by RAM's shareholders.
The acquisition by RAM of 50.1% of Train FX under the above arrangements is also
conditional on the approval of VMG's shareholders.
The exercise price would be the aggregate sum of up to GBP1,270,000 which shall
be satisfied as follows:
(i)GBP785,000 in cash;
(ii)GBP425,000 to be satisfied by the issue of 7,727,272 new RAM Ordinary
Shares; and
(iii) up to GBP60,000 in RAM loan notes.
In relation to the issue of GBP425,000 of RAM shares (7,727,272 shares) to be
issued to VMG upon exercise of the RAM Option, the shares will be priced at 5.5p
and these will be locked in until 15th December 2009 unless RAM should choose to
exercise an option to re-acquire these shares at 5.5p per share during the three
month period after completion of the exercise of the RAM Option.
Commercial Loan
On 8 June 2009 RAM made available a commercial loan facility of up to GBP200,000
to VMG payable in tranches at RAM's call. The loan is to facilitate the running
of Train FX Limited. The first tranche of GBP76,500 was drawn down. The loan
carries an interest rate of Libor plus 1.5% payable upon redemption. The
redemption date for the loan is 31 August 2009.
Details on Train FX Limited
Train FX Ltd (under the 'Train TV' registered trademark) has signed contracts
with National Express and First Capital Connect with the right to install
digital TV screens and an ambient sound system on their railway carriage fleet.
The system will broadcast passenger journey information, breakfast style news
and advertising. The technology is also in place for the train operators to
access back-haul information.
For the year ended 31 December 2007, Train FX made a loss of GBP561,612 on
Turnover of GBP34,169. As at 31 December 2007, it had Net Liabilities of
GBP1,630,646 and this included inter-company debt due to VMG ofGBP2,045,142. For
the year ended 31 December 2008 the draft results show that TrainFX made a loss
of GBP0.5 million on turnover of GBP0.02 million and that as at December 2008 it
had net liabilities of GBP2.2 million.
Acquisition of NPI
As part of the arrangements to make the further investment in Train FX, the
Company has acquired 100% of NPI for GBP530,000 of which GBP130,000 has already
been paid to NPI (which was used to acquire 18.2% of NPI). In addition to which,
RAM also has loaned GBP73,500 to NPI. The balance of GBP400,000 is to be settled
by the issue of 7,272,727 new ordinary shares in RAM at a price of 5.5p per
share. The net assets of NPI as at 30 April 2009 were GBP165,775.20 principally
comprising its investment in Train FX and its arrangements (as referred to
below) in respect of the acquisition of Train FX, as announced on 13 March 2009.
NPI has the benefit of a non legally binding exclusivity arrangement with VMG in
relation to Train FX, has also entered into advanced negotiations (including
preparation of definitive agreements, under which it would have acquired Train
FX) and has acquired through its management team a comprehensive understanding
of the business and the assets of Train FX. NPI has made some advances to VMG,
which in turn have been used to support Train FX, as a result of which NPI also
holds certain rights in relation to Train FX and/or VMG. Some of these funds
have been raised by NPI from third parties. Through the acquisition of NPI RAM
has been able to accelerate its acquisition of the stake in Train FX. The Board
of RAM also consider that the consideration paid covers the time and efforts of
the management team of NPI (which includes some members of the boards of VMG and
RAM) which have been involved in bringing the transaction to a successful
conclusion.
The Placing
In order to provide the funding for the investment in Train FX and to provide
the Company with additional working capital, the Company has placed 20,018,273
new ordinary shares of 1p each at a price of 5.5p per share to raise
GBP1,101,005 before expenses, more than 80% of which is with institutional
investors on behalf of clients. In addition, the Company has placed 581,818 new
ordinary shares of 1p each at a price of 5.5p in lieu of commission for fund
raising.
Application will be made for 27,872,818 new Ordinary Shares in RAM (consisting
of the NPI vendor consideration and Placing shares), which, when issued will
rank pari passu with the existing Ordinary Shares in issue, to be admitted to
trading on AIM. This is admitted on 13 May 2009.
On completion of the above transactions:
Ruffer LLP will have 14,600,000 RAM Ordinary Shares representing 28.92% of the
issued share capital of RAM.
John Mckeon will have 4,284,266 RAM Ordinary Shares representing 8.49% of the
issued share capital of RAM.
Mike Cottman will have 1,965,603 RAM Ordinary Shares representing 3.89% of the
issued share capital of RAM.
Melanie Haime will have 1,886,376 RAM Ordinary Shares representing 3.74% of the
issued share capital of RAM.
Donal Boylan will have 1,818,182 RAM Ordinary Shares representing 3.60% of the
issued share capital of RAM.
Issue of GBP200,000 Convertible Loan
On 13 March 2009 the Company announced that it had raised GBP200,000 through the
issue of a convertible Loan Note to Swandale Limited. The Company has agreed to
pay Swandale Limited a fee of GBP10,000 for the Loan and interest is payable at
12% per annum compounded monthly.
So far as not converted, the principal amount of the Loan Note together with any
interest due thereon would be redeemed on 20 February 2011 or at the option of
the Company at any time before such date or at the election of Swandale Limited
following the breach by the Company of any conditions set out in the Loan Note.
The Loan
Note is convertible into Ordinary Shares at a price of 4p each in the capital of
the Company.
The proceeds of the Convertible Loan will be used for general working capital
purposes and to make investments in accordance with the Company's investing
strategy.
Share Swap
On 3 April 2009 the board of RAM Investment Group Plc ('RAM') announced that it
had completed the purchase of two investment holdings.
The Company has purchased 514,000 ordinary shares representing 1.14% of the
issued share capital in Gaming Technology Solutions Plc ('GTS') at a price of
40p per share in consideration for the issue of 2,937,143 new Ordinary Shares in
RAM at a price of 7p. GTS is a developer and retailer of computer gaming
software. GTS's latest annual report and accounts for the year ended 30 June
2008 showed a profit of GBP124,951 and Net Assets of GBP1,878,416.
In addition, the Company completed the purchase of 7,376,646 ordinary shares
representing 1.40% of the issued share capital in CEC EUNET Plc ('CECEUNET') at
a price of 3p per share in consideration for the issue of 3,161,420 new Ordinary
Shares in RAM at a price of 7p. CECEUNET is provider of 'top-up' mobile-based
payment services to consumers in the Henan/Guangdong Provinces and Beijing City
in China. CECEUNET's latest annual report and accounts for the year ended 30
June 2008 showed a loss of EUR(63,611) and Net Assets of EUR19,772,000.
Website
RAM Investment Group's website, which contains the information required to be
disclosed pursuant to AIM Rule 26, may be found at www.raminvestmentgroup.co.uk.
Change of Broker
On 7 May 2009 the Company appointed Rivington Street Corporate Finance Limited
as its broker.
T Baldwin
Chairman
Independent auditor's report
+-----------------------------------------------------------------------------+
| Independent auditor's report to the members of RAM Investment Group plc |
| We have audited the group and parent company financial statements of RAM |
| Investment Group plc for the period ended 31 May 2008 which comprise the |
| Group Income Statement, The Group and Parent Company Balance Sheets, the |
| Group Cash Flow Statements, The Group and Parent Company Statement of |
| Change in Shareholders' Equity 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 495 and 496 of the Companies Act 2006. 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 the directors and auditors |
| The directors' responsibilities for preparing the Annual Report and the |
| financial statements in accordance with applicable law and International |
| Financial Reporting Standards (IFRSs) as adopted for use in the European |
| Union and for being satisfied that the financial statements give a true and |
| fair view are set out in the Statement of Directors' responsibilities. |
| 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 have |
| been properly prepared in accordance with the relevant financial reporting |
| framework, have been prepared in accordance with the Companies Act 2006 |
| and, as regards the group financial statements, give a true and fair view. |
| We also report to you whether in our opinion, whether the information given |
| in the Directors' Report is consistent with the financial statements. |
| In addition we report to you if, in our opinion, the company has not kept |
| adequate accounting records, if we have not received all the information |
| and explanations we required for our audit, or if certain disclosures of |
| director's remuneration specified by law are not made. |
| We review whether the Corporate Governance Statement reflects the company's |
| compliance with the nine provisions of the 2006 Combined Code specified for |
| our review by the Listing Rules of the Financial Services Authority, and we |
| report if it does not. We are not required to consider whether the board's |
| statements on internal control cover all risks and controls, or form an |
| opinion on the effectiveness of the group's corporate governance procedures |
| or its risk and control procedures. |
| We read other information contained in the Annual Report, and consider |
| whether it is consistent with the audited financial statements. This 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 group's and 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. |
+-----------------------------------------------------------------------------+
| Opinion |
| In our opinion: |
| * |
| the group financial statements have |
| been properly prepared in accordance |
| with IFRSs as adopted by the European |
| Union; |
| * |
| the parent company financial statements |
| have been properly prepared in |
| accordance with IFRSs as adopted by the |
| European Union as applied in accordance |
| with the provisions of the Companies |
| Act 2006; |
| * |
| the financial statements have been |
| prepared in accordance with the |
| Companies Act 2006 and, as regards the |
| group financial statements; |
| * |
| the financial statements give a true |
| and fair view of the state of the |
| group's and the parent company's |
| affairs as at 31 December 2008 and of |
| the group's loss for the period then |
| ended; |
| * |
| the information given in the directors' |
| report is consistent with the financial |
| statements. |
| Emphasis of matter - Going Concern |
| In forming our opinion which is not |
| qualified, we have considered the |
| adequacy of the disclosures made in the |
| financial statements concerning the |
| Group's ability to continue as a going |
| concern. We have considered the Group's |
| cashflow projections for the next 12 |
| months which indicate that the Group's |
| future solvency is dependent on the New |
| Board being successful in raising funds |
| in order to implement its investment |
| strategy. In our opinion, there is |
| inherent uncertainty with regard to the |
| New Board's future plans which casts |
| 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. |
| Anna Bulmer (Senior Statutory Auditor) |
| For and on behalf of Newman Peters, |
| Statutory Auditor |
| Chartered Accountants & Registered |
| Auditors |
| 19 Fitzroy Square |
| London W1T 6EQ |
| 22 June 2009 |
| |
+-----------------------------------------------------------------------------+
Consolidated Income Statement for the period ended 31 December 2008
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | 7 Months | | 12 Months |
| | | | | to | | to |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | 31 Dec | | 31 May |
| | | | | 2008 | | 2008 |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| |Note | | | GBP | | GBP |
+------------------------------------------+------+--+--+----------+--+-----------+
| Continuing operations | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Administrative expenses | | | | (88,717) | | (173,064) |
+------------------------------------------+------+--+--+----------+--+-----------+
| Write off of intra-Group debt | | | | - | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Operating Loss | | | | (88,717) | | (173,064) |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Finance income | 3 | | | 620 | | 4,766 |
+------------------------------------------+------+--+--+----------+--+-----------+
| Net change in fair value of | 8 | | | (10,408) | | (514,600) |
| available-for-sale financial assets | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Finance expense | 3 | | | (1,249) | | (31,754) |
+------------------------------------------+------+--+--+----------+--+-----------+
| Net finance (expense)/income | | | | (11,037) | | (541,588) |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Realised gain on disposal of financial | 5 | | | 393,600 | | - |
| assets | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Profit / (Loss) before income tax | | | | 293,846 | | (714,652) |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Income tax expense | 4 | | | - | | - |
+------------------------------------------+------+--+--+----------+--+-----------+
| Profit/ (loss) for the year from | | | | 293,846 | | (714,652) |
| continuing operations | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Profit/loss per share | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| Basic and diluted profit/loss per share | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| From continuing operations | 15 | | | 2.2p | | (12.6)p |
+------------------------------------------+------+--+--+----------+--+-----------+
| | | | | | | |
+------------------------------------------+------+--+--+----------+--+-----------+
| |
+---------------------------------------------------------------------------------+
| The notes on pages 14 to 24 are an integral part of these consolidated |
| financial statements. |
+---------------------------------------------------------------------------------+
| There are no recognised gains and losses other than those passing through the |
| income statement. |
+------------------------------------------+------+--+--+----------+--+-----------+
Consolidated Balance Sheet as at 31 December 2008
+----------------------------------------------+------+--------------+--+--------------+
| | | 31 Dec | | 31 May |
| | | 2008 | | 2008 |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| |Note | GBP | | GBP |
+----------------------------------------------+------+--------------+--+--------------+
| Assets | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Current assets | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Trade and other receivables | 7 | 21,832 | | 5,955 |
+----------------------------------------------+------+--------------+--+--------------+
| Available-for-sale financial assets | 8 | 219,592 | | 66,392 |
+----------------------------------------------+------+--------------+--+--------------+
| Cash and cash equivalents | 9 | 29,865 | | 32,241 |
+----------------------------------------------+------+--------------+--+--------------+
| | | 271,289 | | 104,588 |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Total assets | | 271,289 | | 104,588 |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Equity | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Capital and reserves attributable to equity | | | | |
| holders of the company | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Ordinary shares | 12 | 133,153 | | 56,779 |
+----------------------------------------------+------+--------------+--+--------------+
| Deferred shares | 12 | 9,983,447 | | 9,983,447 |
+----------------------------------------------+------+--------------+--+--------------+
| Share premium account | | 11,601,271 | | 11,372,145 |
+----------------------------------------------+------+--------------+--+--------------+
| Retained earnings | | (21,592,568) | | (21,886,414) |
+----------------------------------------------+------+--------------+--+--------------+
| Total equity | | 125,303 | | (474,043) |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Liabilities | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Current liabilities | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Borrowings | 11 | - | | 443,528 |
+----------------------------------------------+------+--------------+--+--------------+
| Trade and other payables | 10 | 145,986 | | 135,103 |
+----------------------------------------------+------+--------------+--+--------------+
| | | 145,986 | | 578,631 |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Total liabilities | | 145,986 | | 578,631 |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
| Total equity and liabilities | | 271,289 | | 104,588 |
+----------------------------------------------+------+--------------+--+--------------+
| | | | | |
+----------------------------------------------+------+--------------+--+--------------+
+---------------------------------------------------------------------------+
| The financial statements were approved by the Board on 22 June 2009. |
| T Baldwin |
| Director |
| The accompanying notes are an integral part of this Consolidated Balance |
| Sheet. |
| |
+---------------------------------------------------------------------------+
Company Balance Sheet as at 31 December 2008
+--------------------------------------------------+------+--------------+-+--------------+
| | | 31 Dec | | 31 May |
| | | 2008 | | 2008 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| |Note | GBP | | GBP |
+--------------------------------------------------+------+--------------+-+--------------+
| Assets | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Non-current assets | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Available-for-sale investments | 6 | 2 | | 2 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | 2 | | 2 |
+--------------------------------------------------+------+--------------+-+--------------+
| Current assets | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Trade and other receivables | 7 | 21,832 | | 5,955 |
+--------------------------------------------------+------+--------------+-+--------------+
| Available-for-sale financial assets | 8 | 219,592 | | 66,392 |
+--------------------------------------------------+------+--------------+-+--------------+
| Cash and cash equivalents | 9 | 29,865 | | 32,241 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | 271,289 | | 104,588 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Total assets | | 271,291 | | 104,590 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Equity | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Capital and reserves attributable to equity | | | | |
| holders of the company | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Ordinary shares | 12 | 133,153 | | 56,779 |
+--------------------------------------------------+------+--------------+-+--------------+
| Deferred shares | 12 | 9,983,447 | | 9,983,447 |
+--------------------------------------------------+------+--------------+-+--------------+
| Share premium account | | 11,601,271 | | 11,372,145 |
+--------------------------------------------------+------+--------------+-+--------------+
| Retained earnings | | (21,592,566) | | (21,886,412) |
+--------------------------------------------------+------+--------------+-+--------------+
| Total equity | | 125,305 | | (474,041) |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Liabilities | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Current liabilities | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Borrowings | 11 | - | | 443,528 |
+--------------------------------------------------+------+--------------+-+--------------+
| Trade and other payables | 10 | 145,986 | | 135,103 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | 145,986 | | 578,631 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Total liabilities | | 145,986 | | 578,631 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
| Total equity and liabilities | | 271,291 | | 104,590 |
+--------------------------------------------------+------+--------------+-+--------------+
| | | | | |
+--------------------------------------------------+------+--------------+-+--------------+
+---------------------------------------------------------------------------+
| The financial statements were approved by the Board on 22 June 2009. |
| T Baldwin |
| Director |
| The accompanying notes are an integral part of this Balance Sheet. |
| |
+---------------------------------------------------------------------------+
Consolidated Statement of Changes of Equity
+------------------------------------+------------+------------+--------------+-----------+
| GROUP | Share | Share | Retained | Total |
| | capital | premium | earnings | |
+------------------------------------+------------+------------+--------------+-----------+
| | GBP | GBP | GBP | GBP |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 1 June 2008 | 10,040,226 | 11,372,145 | (21,886,414) | (474,043) |
+------------------------------------+------------+------------+--------------+-----------+
| | | | | |
+------------------------------------+------------+------------+--------------+-----------+
| Profit for the year | - | - | 293,846 | 293,846 |
+------------------------------------+------------+------------+--------------+-----------+
| Shares issued during the year | 76,375 | 229,125 | - | 305,500 |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 31 December 2008 | 10,116,601 | 11,601,270 | (21,592,568) | 125,303 |
+------------------------------------+------------+------------+--------------+-----------+
+------------------------------------+------------+------------+--------------+-----------+
| COMPANY | Share | Share | Retained | Total |
| | capital | premium | earnings | |
+------------------------------------+------------+------------+--------------+-----------+
| | GBP | GBP | GBP | GBP |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 1 June 2008 | 10,040,226 | 11,372,145 | (21,886,412) | (474,041) |
+------------------------------------+------------+------------+--------------+-----------+
| | | | | |
+------------------------------------+------------+------------+--------------+-----------+
| Profit for the year | - | - | 293,846 | 293,846 |
+------------------------------------+------------+------------+--------------+-----------+
| Shares issued during the year | 76,375 | 229,125 | | 305,500 |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 31 December 2008 | 10,116,601 | 11,601,270 | (21,592,566) | 125,305 |
+------------------------------------+------------+------------+--------------+-----------+
The table below sets out the comparative movements for the year ended 31 May
2008
+------------------------------------+------------+------------+--------------+-----------+
| GROUP | Share | Share | Retained | Total |
| | capital | premium | earnings | |
+------------------------------------+------------+------------+--------------+-----------+
| | GBP | GBP | GBP | GBP |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 1 June 2007 | 10,040,226 | 11,372,145 | (21,171,762) | 240,609 |
+------------------------------------+------------+------------+--------------+-----------+
| | | | | |
+------------------------------------+------------+------------+--------------+-----------+
| Loss for the year | - | - | (714,652) | (714,652) |
+------------------------------------+------------+------------+--------------+-----------+
| Total recognised income and | - | - | (714,652) | (714,652) |
| expense | | | | |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 31 May 2008 | 10,040,226 | 11,372,145 | (21,886,414) | (474,043) |
+------------------------------------+------------+------------+--------------+-----------+
+------------------------------------+------------+------------+--------------+-----------+
| COMPANY | Share | Share | Retained | Total |
| | capital | premium | earnings | |
+------------------------------------+------------+------------+--------------+-----------+
| | GBP | GBP | GBP | GBP |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 1 June 2007 | 10,040,226 | 11,372,145 | (21,282,067) | 130,304 |
+------------------------------------+------------+------------+--------------+-----------+
| | | | | |
+------------------------------------+------------+------------+--------------+-----------+
| Loss for the year | - | - | (604,345) | (604,345) |
+------------------------------------+------------+------------+--------------+-----------+
| Total recognised income and | - | - | (604,345) | (604,345) |
| expense | | | | |
+------------------------------------+------------+------------+--------------+-----------+
| Balance at 31 May 2008 | 10,040,226 | 11,372,145 | (21,886,412) | (474,041) |
+------------------------------------+------------+------------+--------------+-----------+
Consolidated Cash Flow Statement for the period ended 31 December 2008
+------------------------------------------+-------+------------+--+-----------+
| | | Group and Company |
+------------------------------------------+-------+---------------------------+
| | | 7 Months | | 12 Months |
| | | to | | to |
+------------------------------------------+-------+------------+--+-----------+
| | | 31 Dec | | 31 May |
| | | 2008 | | 2008 |
+------------------------------------------+-------+------------+--+-----------+
| | Note | GBP | | GBP |
+------------------------------------------+-------+------------+--+-----------+
| Cash flows from operating activities | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Profit / (loss) before tax | | 293,846 | | (714,652) |
+------------------------------------------+-------+------------+--+-----------+
| Adjustments for: | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Depreciation | | - | | 580 |
+------------------------------------------+-------+------------+--+-----------+
| Write off of office equipment | | - | | 1,860 |
+------------------------------------------+-------+------------+--+-----------+
| Minority interest | | - | | (25) |
+------------------------------------------+-------+------------+--+-----------+
| Net finance income recognised in profit | 3 | 629 | | 26,988 |
| or loss | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Change in financial assets | 8 | 10,408 | | 514,600 |
+------------------------------------------+-------+------------+--+-----------+
| Gain on disposal of financial assets | 5 | (393,600) | | - |
+------------------------------------------+-------+------------+--+-----------+
| | | (88,717) | | (170,649) |
+------------------------------------------+-------+------------+--+-----------+
| Changes in working capital: | | | | |
+------------------------------------------+-------+------------+--+-----------+
| (Increase)/decrease in trade and other | | (15,878) | | 29,539 |
| receivables | | ) | | |
+------------------------------------------+-------+------------+--+-----------+
| Increase in trade and other payables | | 31,097 | | 46,251 |
+------------------------------------------+-------+------------+--+-----------+
| Cash used in operations | | (73,498) | | (94,859) |
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Interest paid | 3 | (1,249) | | (4,645) |
+------------------------------------------+-------+------------+--+-----------+
| Net cash used in operating activities | | (74,747) | | (99,504) |
+------------------------------------------+-------+------------+--+-----------+
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Cash flows from investing activities | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Acquisition of financial assets | | (230,000) | | - |
+------------------------------------------+-------+------------+--+-----------+
| Interest received | 3 | 620 | | 4,766 |
+------------------------------------------+-------+------------+--+-----------+
| Net cash (used in)/ generated from | | (229,380) | | 4,766 |
| investing activities | | | | |
+------------------------------------------+-------+------------+--+-----------+
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Cash flows from financing activities | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Proceeds from issue of shares | | 305,500 | | - |
+------------------------------------------+-------+------------+--+-----------+
| Repayment of other short term loans | | (3,749) | | (7,081) |
+------------------------------------------+-------+------------+--+-----------+
| Net cash generated from/ (used in) | | 301,751 | | (7,081) |
| financing activities | | | | |
+------------------------------------------+-------+------------+--+-----------+
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
| (Decrease) in cash equivalents | | (2,376) | | (101,819) |
+------------------------------------------+-------+------------+--+-----------+
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Cash and cash equivalents at beginning | | 32,241 | | 134,060 |
| of year | | | | |
+------------------------------------------+-------+------------+--+-----------+
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
| Cash and cash equivalents at end of year | | 29,865 | | 32,241 |
+------------------------------------------+-------+------------+--+-----------+
| | | | | |
+------------------------------------------+-------+------------+--+-----------+
Notes to Financial Statements for the period ended 31 December 2008
+-----------------------------------------------------------------------------+
| 1. ACCOUNTING POLICIES |
| Basis of preparation |
| These financial statements have been prepared in accordance with |
| International Financial Reporting Standards as adopted by the European |
| Union (IFRS's as adopted by the EU), IFRIC Interpretations and the |
| Companies Act 2006 applicable to companies reporting under IFRS. The |
| financial statements have been prepared under the historical cost |
| convention, as modified by the revaluation of available-for-sale financial |
| assets, and financial assets and financial liabilities at fair value |
| through the profit and loss. |
| Status of Accounts |
| The figures shown for the period ended 31 December 2008 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 December |
| 2007 have been reported on by the Company's auditors and delivered to the |
| Registrar of Companies. The report of the auditors was unqualified and did |
| not contain a statement under s.237(2) or (3) of the Companies Act 1985. |
| Going Concern |
| The Directors are aware that the Group's future solvency is dependent on |
| their being successful in raising funds in order to implement the Group's |
| investment strategy. Since the end of the accounting period there has been |
| considerable progress made towards achieving the Group's objectives, as set |
| out in Note 18 "Subsequent Events". The Directors have considered the |
| forecasts for the twelve month period from the date of signing these |
| financial statements and believe that the Group's financial resources will |
| be sufficient to enable the Group to continue in operation for the |
| foreseeable future. Therefore the Directors consider it appropriate to |
| prepare the financial statements on a going concern basis. |
| Revenue |
| Revenue 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 December 2008, subject to the exceptional treatment of Ram Media |
| Limited (See Note 8 - Available-for-sale investments). 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 408 |
| of the Companies Act 2006 and has not presented its own profit and loss |
| account in these financial statements. The Company's profit for the period |
| was GBP293,846 (May 2008 - loss of GBP604,345). |
| Financial instruments |
| Non-derivative financial instruments |
| Non-derivative financial instruments comprise investments in equity and |
| debt securities, trade and other receivables, including service concession |
| receivables, cash and cash equivalents, loans and borrowings, and trade and |
| other payables. |
| Non-derivative financial instruments are recognised initially at fair value |
| plus, for instruments not at fair value through profit or loss, any |
| directly attributable transaction costs. Subsequent to initial recognition |
| non-derivative financial instruments are measured as described below. |
| Cash and cash equivalents comprise cash balances and call deposits. Bank |
| overdrafts that are repayable on demand and form an integral part of the |
| Group's cash management are included as a component of cash and cash |
| equivalents for the purpose of the statement of cash flows. |
| Available-for-sale financial assets |
| The Group's investments in equity securities and certain debt securities |
| are classified as available-for-sale financial assets. Subsequent to |
| initial recognition, they are measured at fair value and changes therein, |
| other than impairment losses, and foreign currency differences on |
| available-for-sale monetary items, are recognised directly in equity. When |
| an investment is derecognised, the cumulative gain or loss in equity is |
| transferred to profit or loss. |
| Financial assets at fair value through profit or loss |
| An instrument is classified at fair value through profit or loss if it is |
| held for trading or is designated as such upon initial recognition. |
| Financial instruments are designated at fair value through profit or loss |
| if the Group manages such investments and makes purchase and sale decisions |
| based on their fair value in accordance with the Group's documented risk |
| management or investment strategy. Upon initial recognition attributable |
| transaction costs are recognised in profit or loss when incurred. Financial |
| instruments at fair value through profit or loss are measured at fair |
| value, and changes therein are recognised in profit or loss. |
| Other |
| Other non-derivative financial instruments are measured at amortised cost |
| using the effective interest method, less any impairment losses. |
| Finance income and expenses |
| Finance income comprises interest income on funds invested (including |
| available-for-sale financial assets), dividend income, gains on the |
| disposal of available-for-sale financial assets, changes in the fair value |
| of financial assets at fair value through profit or loss, and gains on |
| hedging instruments that are recognised in profit or loss. Interest income |
| is recognised as it accrues in profit or loss, using the effective interest |
| method. Dividend income is recognised in profit or loss on the date that |
| the Group's right to receive payment is established, which in the case of |
| quoted securities is the ex-dividend date. |
| Finance expenses comprise interest expense on borrowings, unwinding of the |
| discount on provisions, dividends on preference shares classified as |
| liabilities, changes in the fair value of financial assets at fair value |
| through profit or loss, impairment losses recognised on financial assets, |
| and losses on hedging instruments that are recognised in profit or loss. |
| All borrowing costs are recognised in profit or loss1 using the effective |
| interest method. |
| Foreign currency gains and losses are reported on a net basis. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling |
| at the rates of exchange ruling at the balance sheet date. Transactions in |
| foreign currencies are translated into sterling at the rate of exchange |
| ruling at the date of transaction. Exchange differences are taken into |
| account in arriving at the operating result. |
| Income tax |
| Income tax expense comprises current and deferred tax. Income tax expense |
| is recognised in profit or loss except to the extent that it relates to |
| items recognised directly in equity, in which case it is recognised in |
| equity. |
| Current tax is the expected tax payable on the taxable income for the year, |
| using tax rates enacted or substantively enacted at the reporting date, and |
| any adjustment to tax payable in respect of previous years. |
| Deferred tax is recognised using the balance sheet method, providing for |
| temporary differences between the carrying amounts of assets and |
| liabilities for financial reporting purposes and the amounts used for |
| taxation purposes. |
| |
+-----------------------------------------------------------------------------+
+-----------------------------------------------------+-----------+------------+
| 2. PROFIT / LOSS BEFORE TAX | | |
+-----------------------------------------------------+-----------+------------+
| | 7 Months | 12 Months |
| | to | to |
| | | |
+-----------------------------------------------------+-----------+------------+
| | 31 Dec | 31 May |
| | 2008 | 2008 |
+-----------------------------------------------------+-----------+------------+
| | GBP | GBP |
+-----------------------------------------------------+-----------+------------+
| Profit / loss before taxation is stated after | | |
| charging: | | |
+-----------------------------------------------------+-----------+------------+
| Depreciation of property, plant and equipment | - | 580 |
+-----------------------------------------------------+-----------+------------+
| Auditors' remuneration | 10,000 | 13,000 |
+-----------------------------------------------------+-----------+------------+
| Loss on disposal of fixed assets | - | 1,860 |
+-----------------------------------------------------+-----------+------------+
+---------------------------------------------+--------+-----------+------------+
| 3. FINANCE INCOME AND EXPENSE | | | |
+---------------------------------------------+--------+-----------+------------+
| | | 7 Months | 12 Months |
| | | to | to |
+---------------------------------------------+--------+-----------+------------+
| | | 31 Dec | 31 May |
| | | 2008 | 2008 |
+---------------------------------------------+--------+-----------+------------+
| | | GBP | GBP |
+---------------------------------------------+--------+-----------+------------+
| | | | |
+---------------------------------------------+--------+-----------+------------+
| Bank interest receivable | | 620 | 4,766 |
+---------------------------------------------+--------+-----------+------------+
| Interest payable on bank loans and | | (1,249) | (4,645) |
| overdrafts | | | |
+---------------------------------------------+--------+-----------+------------+
| On convertible loan stock | | - | (27,109) |
+---------------------------------------------+--------+-----------+------------+
| Net finance expense recognised in profit or | | (629) | (26,988) |
| loss | | | |
+---------------------------------------------+--------+-----------+------------+
+----------------------------------------------------+-----------+------------+
| 4. INCOME TAX EXPENSE | | |
+----------------------------------------------------+-----------+------------+
| | 7 Months | 12 Months |
| | to | to |
+----------------------------------------------------+-----------+------------+
| | 31 Dec | 31 May |
| | 2008 | 2008 |
+----------------------------------------------------+-----------+------------+
| | GBP | GBP |
+----------------------------------------------------+-----------+------------+
| Current tax expense | | |
+----------------------------------------------------+-----------+------------+
| Current year | - | - |
+----------------------------------------------------+-----------+------------+
| | - | - |
+----------------------------------------------------+-----------+------------+
| | | |
+----------------------------------------------------+-----------+------------+
| Reconciliation of effective tax rate | - | - |
+----------------------------------------------------+-----------+------------+
| Profit / (loss) for the year | 293,846 | (714,652) |
+----------------------------------------------------+-----------+------------+
| Total income tax expense | - | - |
+----------------------------------------------------+-----------+------------+
| Profit / (loss) excluding income tax | 293,846 | (714,652) |
+----------------------------------------------------+-----------+------------+
| | | |
+----------------------------------------------------+-----------+------------+
| Income tax using the Company's standard rate of | 82,277 | (200,103) |
| corporation tax of 28% (2007 - 30%) | | |
| | | |
+----------------------------------------------------+-----------+------------+
| Effect of: | | |
+----------------------------------------------------+-----------+------------+
| Non-deductible expenses - depreciation add-back | - | 162 |
+----------------------------------------------------+-----------+------------+
| Tax incentives - capital allowances | 52 | (150) |
+----------------------------------------------------+-----------+------------+
| Tax loss utilised | (85,138) | - |
+----------------------------------------------------+-----------+------------+
| Inter company balance write-off | - | (30,886) |
+----------------------------------------------------+-----------+------------+
| Other tax adjustments | 2,809 | 230,977 |
+----------------------------------------------------+-----------+------------+
| | - | - |
+----------------------------------------------------+-----------+------------+
+----------------------------------------------------+-----------+------------+
| | | |
+----------------------------------------------------+-----------+------------+
| 5. Gain/(Loss) on disposal of financial assets | | |
+----------------------------------------------------+-----------+------------+
| | 7 Months | 12 Months |
| | to | to |
+----------------------------------------------------+-----------+------------+
| | 31 Dec | 31 May |
| | 2008 | 2008 |
+----------------------------------------------------+-----------+------------+
| | GBP | GBP |
+----------------------------------------------------+-----------+------------+
| | | |
+----------------------------------------------------+-----------+------------+
| Convertible loan written off | 393,600 | - |
+----------------------------------------------------+-----------+------------+
| | | |
+----------------------------------------------------+-----------+------------+
| | 393,600 | - |
+----------------------------------------------------+-----------+------------+
+------------------+---------------+---------------+-----------+--+---------+--------------+
| 6. AVAILABLE-FOR-SALE INVESTMENT | | | |
+--------------------------------------------------------------+--+---------+--------------+
| COMPANY | | | Shares in |
| | | | Group |
| | | | undertakings |
+--------------------------------------------------------------+--+---------+--------------+
| Cost | | | GBP |
+--------------------------------------------------------------+--+---------+--------------+
| At 1 June 2008 | | | 2 |
+--------------------------------------------------------------+--+---------+--------------+
| Disposal during the year | | | - |
+--------------------------------------------------------------+--+---------+--------------+
| At 31 December | | | 2 |
+--------------------------------------------------------------+--+---------+--------------+
| The Company holds more than 20 percent of the ordinary share capital of the |
| following companies: |
+------------------------------------------------------------------------------------------+
| Company | Country of | Percentage | Principal activity |
| |incorporation | shareholding | |
| | | of ordinary | |
| | | shares | |
+------------------+---------------+---------------+---------------------------------------+
| | | | |
+------------------+---------------+---------------+---------------------------------------+
| Divedome Limited | UK | 100% | Property and Leisure company |
+------------------+---------------+---------------+---------------------------------------+
| RAM Media | UK | 100% | Media rights exploitation |
| Limited | | | |
+------------------+---------------+---------------+---------------------------------------+
| Ram Television | UK | 100% | Dormant |
| Limited** | | | |
+------------------+---------------+---------------+---------------------------------------+
| |
+------------------------------------------------------------------------------------------+
| Divedome Limited did not trade during the year. |
| The process to strike off RAM Television Limited from the register of companies has |
| been commenced. It has never traded. |
| ** 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. |
| In accordance with insolvency legislation the Administration automatically came to |
| an end on 3 November 2008. Therefore the Company will now exit the Administration by |
| way of a Creditors' Voluntary Liquidation. |
+------------------+---------------+---------------+-----------+--+---------+--------------+
+------------------------------+------------+----------+--+----------+-----------+
| 7. TRADE AND OTHER | Group | | Company |
| RECEIVABLES | | | |
+------------------------------+-----------------------+--+----------------------+
| | 31 Dec | 31 May | | 31 Dec | 31 May |
| | 2008 | 2008 | | 2008 | 2008 |
+------------------------------+------------+----------+--+----------+-----------+
| | GBP | GBP | | GBP | GBP |
+------------------------------+------------+----------+--+----------+-----------+
| | | | | | |
+------------------------------+------------+----------+--+----------+-----------+
| Other receivables | 21,832 | 5,955 | | 21,832 | 5,955 |
+------------------------------+------------+----------+--+----------+-----------+
| | 21,832 | 5,955 | | 21,832 | 5,955 |
+------------------------------+------------+----------+--+----------+-----------+
+-----------------------------------------------------+------------+-----------+
| 8. AVAILABLE-FOR-SALE FINANCIAL ASSETS | | |
+-----------------------------------------------------+------------+-----------+
| GROUP AND COMPANY | | |
+-----------------------------------------------------+------------+-----------+
| | | GBP |
+-----------------------------------------------------+------------+-----------+
| Balance at 1 June 2008 | | 66,392 |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| Additions during the year | | 230,000 |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| Disposal of available-for-sale financial assets | | (66,392) |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| Net change in fair value of available-for-sale | | (10,408) |
| financial assets | | |
+-----------------------------------------------------+------------+-----------+
| Balance at 31 December 2008 | | 219,592 |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| COMPANY AND COMPANY | | |
+-----------------------------------------------------+------------+-----------+
| | | GBP |
+-----------------------------------------------------+------------+-----------+
| Balance at 1 June 2007 | | 580,992 |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| Additions during the year | | - |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| Disposal of available-for-sale financial assets | | - |
+-----------------------------------------------------+------------+-----------+
| | | |
+-----------------------------------------------------+------------+-----------+
| Net change in fair value of available-for-sale | | (514,600) |
| financial assets | | |
+-----------------------------------------------------+------------+-----------+
| Balance at 31 May 2008 | | 66,392 |
+-----------------------------------------------------+------------+-----------+
+------------------------------+----------+----------+--+------------+-----------+
| 9. CASH AND CASH EQUIVALENTS | Group | | Company |
+------------------------------+---------------------+--+------------------------+
| | | | | | |
+------------------------------+----------+----------+--+------------+-----------+
| | 31 Dec | 31 May | | 31 Dec | 31 May |
| | 2008 | 2008 | | 2008 | 2008 |
+------------------------------+----------+----------+--+------------+-----------+
| | GBP | GBP | | GBP | GBP |
+------------------------------+----------+----------+--+------------+-----------+
| Bank balances | 29,865 | 32,241 | | 29,865 | 32,241 |
+------------------------------+----------+----------+--+------------+-----------+
| Cash and cash equivalents in | 29,865 | 32,241 | | 29,865 | 32,241 |
| the statement of cash flows | | | | | |
+------------------------------+----------+----------+--+------------+-----------+
+------------------------------+----------+----------+--+------------+-----------+
| 10. TRADE AND OTHER PAYABLES | Group | | Company |
+------------------------------+---------------------+--+------------------------+
| | 31 Dec | 31 May | | 31 Dec | 31 May |
| | 2008 | 2008 | | 2008 | 2008 |
+------------------------------+----------+----------+--+------------+-----------+
| | GBP | GBP | | GBP | GBP |
+------------------------------+----------+----------+--+------------+-----------+
| Trade payables | 135,215 | 39,618 | | 135,215 | 39,618 |
+------------------------------+----------+----------+--+------------+-----------+
| Accruals | 10,000 | 74,500 | | 10,000 | 74,500 |
+------------------------------+----------+----------+--+------------+-----------+
| Other payables | 771 | 20,985 | | 771 | 20,985 |
+------------------------------+----------+----------+--+------------+-----------+
| | 145,986 | 135,103 | | 145,986 | 135,103 |
+------------------------------+----------+----------+--+------------+-----------+
+------------------------------+----------+----------+--+------------+-----------+
| 11. BORROWINGS | | | |
+------------------------------+---------------------+--+------------------------+
| | Group | | Company |
+------------------------------+---------------------+--+------------------------+
| | 31 Dec | 31 May | | 31 Dec | 31 May |
| | 2008 | 2008 | | 2008 | 2008 |
+------------------------------+----------+----------+--+------------+-----------+
| | GBP | GBP | | GBP | GBP |
+------------------------------+----------+----------+--+------------+-----------+
| Convertible loan stock | - | 443,528 | | - | 443,528 |
+------------------------------+----------+----------+--+------------+-----------+
| | - | 443,523 | | - | 443,528 |
+------------------------------+----------+----------+--+------------+-----------+
+---------------------------------------------------------------------------+
| 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 | | |
+--------------------------------+------------------+--------------+------------+
| | | 31 Dec 2008 | 31 May |
| | | | 2008 |
+--------------------------------+------------------+--------------+------------+
| | | GBP | GBP |
+--------------------------------+------------------+--------------+------------+
| Convertible loan stock | 7.2% | - | 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 December 2008 is: |
+--------------------------------+------------------+--------------+------------+
+------------------------------+----------+----------+--+------------+-----------+
| Convertible loan stock | Group | | Company |
+------------------------------+---------------------+--+------------------------+
| | 31 Dec | 31 May | | 31 May | 31 May |
| | 2008 | 2008 | | 2008 | 2008 |
+------------------------------+----------+----------+--+------------+-----------+
| | GBP | GBP | | GBP | GBP |
+------------------------------+----------+----------+--+------------+-----------+
| Within one year, or on | - | 443,528 | | - | 443,528 |
| demand | | | | | |
+------------------------------+----------+----------+--+------------+-----------+
| On 8 August 2005 Nicholas Lebetkin, Laurence Selman and Allied Trust Company |
| Ltd (a company acting as trustee of the Asvattha Trust, a trust of which BE |
| Adams, a Director of the Company, is a beneficiary), the Directors of RAM made |
| a loan to RAM of GBP375,000 in the form of a convertible unsecured loan stock |
| instrument. On 17 November 2008 the Directors entered into the agreement to |
| exchange their loan stock for the Parallel Media Group stock held by RIG. |
| 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. |
+------------------------------+----------+----------+--+------------+-----------+
+----------------------------------------------------+------------+------------+
| 12. SHARE CAPITAL | | |
+----------------------------------------------------+------------+------------+
| | 31 Dec | 31 May |
| | 2008 | 2008 |
+----------------------------------------------------+------------+------------+
| | GBP | GBP |
+----------------------------------------------------+------------+------------+
| Authorised | | |
+----------------------------------------------------+------------+------------+
| 228,372,727 Ordinary Shares of 1p each | 2,283,727 | 83,727 |
+----------------------------------------------------+------------+------------+
| 112,275,000 Deferred Shares of 9.99p each | 11,216,273 | 11,216,273 |
+----------------------------------------------------+------------+------------+
| | 13,500,000 | 11,300,000 |
+----------------------------------------------------+------------+------------+
| | | |
+----------------------------------------------------+------------+------------+
| Allotted, called up and fully paid | | |
+----------------------------------------------------+------------+------------+
| 13,315,400 Ordinary Shares of 1p each | 133,154 | 56,779 |
+----------------------------------------------------+------------+------------+
| 99,934,398 Deferred Shares of 9.99p each | 9,983,447 | 9,983,447 |
+----------------------------------------------------+------------+------------+
| | 10,116,601 | 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. |
+----------------------------------------------------+------------+------------+
+---------------------------------------------------------------------------+
| On 29 September 2008 at an Extraordinary General Meeting of the Company |
| the following ordinary and special resolutions were approved by |
| shareholders: |
| Ordinary Resolutions |
| 1. That every 2,000 of the issued ordinary shares of 1p each in the |
| capital of the Company be consolidated into 1 ordinary share of GBP20 in |
| the capital of the Company; |
| 2. That each of the issued ordinary shares of GBP20 each in the capital |
| of the Company resulting from the consolidation referred to in Resolution |
| 1 be sub-divided into 2,000 ordinary shares of 1p each in the capital of |
| the Company; |
| 3. That the authorised share capital of the Company be increased from |
| GBP11,300,000 to GBP11,500,000 by the creation of a further 20,000,000 |
| ordinary shares of 1p each ranking pari passu with the existing ordinary |
| shares of 1p each resulting from the consolidation and sub-division |
| referred to in Resolutions 1 and 2. |
| 4. That the Directors be and they are hereby generally and |
| unconditionally authorised, pursuant to section 80 of the Companies Act |
| 1985 (as amended) (the "Act"), to allot relevant securities (as defined |
| in section 80(2) of the Act) up to an aggregate nominal amount of |
| GBP226,948.50, such authority to expire on 28 September 2013 unless |
| previously revoked, varied or extended by the Company in general meeting, |
| save that the Company may at any time prior to the expiry of such |
| authority make an offer or enter into an agreement which would or might |
| require relevant securities to be allotted after the expiry of such |
| authority and the Directors may allot relevant securities in pursuance of |
| such an offer or agreement as if such authority had not expired. |
| Special Resolution |
| 5. That in substitution for any existing power under section 95 of the |
| Act, but without prejudice to the exercise of any such power prior to the |
| date hereof, the Directors be and they are hereby empowered pursuant to |
| section 95(1) of the Act, to allot equity securities (as defined in |
| section 94(2) of the Act) for cash, pursuant to the authority under |
| section 80 of the Act conferred on the Directors in terms of Resolution |
| 4, as if section 89(1) of the Act did not apply to any such allotment, up |
| to an aggregate nominal amount of GBP226,948.50, such power to expire on |
| 28 September 2013 unless previously revoked, varied or extended by the |
| Company in general meeting, save that the Company may at any time prior |
| to the expiry of such power make an offer or enter into an agreement |
| which would or might require equity securities to be allotted after the |
| expiry of such power and the Directors may allot equity securities in |
| pursuance of such an offer or agreement as if such power had not expired. |
+---------------------------------------------------------------------------+
+----------------------------------------------------------------------------+
| 13. DIRECTORS' EMOLUMENTS |
+----------------------------------------------------------------------------+
| The Directors were paid GBP0 (May 2008 - GBP0) in emoluments in the year. |
| |
+----------------------------------------------------------------------------+
+----------------------------------------------------------------------------+
| 14. EMPLOYEES |
+----------------------------------------------------------------------------+
| Number of employees |
| There were no employees during the year. |
| Employment costs |
| There were no wages and salaries paid during the year. |
+----------------------------------------------------------------------------+
+-----------------------------------------------+--------------+--------------+
| 15. PROFIT / LOSS PER SHARE |
+-----------------------------------------------------------------------------+
| Profit / (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. |
+-----------------------------------------------------------------------------+
| | 7 Months to | 12 Months to |
+-----------------------------------------------+--------------+--------------+
| | 31 Dec 2008 | 31 May 2008 |
+-----------------------------------------------+--------------+--------------+
| | GBP | GBP |
+-----------------------------------------------+--------------+--------------+
| | | |
+-----------------------------------------------+--------------+--------------+
| Profit / (Loss) attributable to shareholders | 293,846 | (714,652) |
+-----------------------------------------------+--------------+--------------+
| | | |
+-----------------------------------------------+--------------+--------------+
| Weighted average number of shares | 13,315,400 | 5,677,900 |
+-----------------------------------------------+--------------+--------------+
| | | |
+-----------------------------------------------+--------------+--------------+
| Profit / (Loss) per Ordinary Share - basic | 2.2p | (12.6)p |
| and diluted | | |
+-----------------------------------------------+--------------+--------------+
| | | |
+-----------------------------------------------+--------------+--------------+
| 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. |
+-----------------------------------------------+--------------+--------------+
+---------------------------------------------------------------------------+
| 16. CONTROL |
| No ultimate party controls the Company. |
+---------------------------------------------------------------------------+
17. CHANGE OF ACCOUNTING DATE
The year end was changed by the new management team in line with the strategy of
the Company with regards to the future acquisition of Train FX.
The comparative amounts are not comparable because the business strategy has
changed since the arrival of the new management team and the cost of preparing
these not relevant comparatives would not be for the benefit of shareholders.
18. SUBSEQUENT EVENTS
Acquisition
On 07 May 2009 the Company announced the acquisition of 49.9% of Train FX and
100% of New Planet Investments ("NPI").
Investment in Train FX Limited
On 13 March 2009, RAM announced an investment of GBP177,500 in New Planet
Investments Ltd ("NPI"), a special purpose vehicle established to acquire the
assets of Train FX Ltd from the Vision Media Group plc ("VMG"). This initial
investment secured RAM 18.2 % of NPI's issued share capital. In addition, RAM
agreed an option (at RAM's call only) with VMG to acquire the remaining issued
share capital of NPI in the event that NPI were to be successful in acquiring
the remainder of Train FX from VMG and also made a loan of GBP200,000 to VMG.
On 7 May 2009 the Board of RAM Investment Group plc ("RAM") agreed to invest
GBP920,000 in Train FX. Having intended to acquire an interest in NPI (which in
turn would have held an interest in Train FX) an opportunity arose to take a
direct stake in Train FX. Broadly this deal would see RAM acquiring an initial
stake, with an option to acquire further shares in due course. To date
agreements have been entered into under which RAM has acquired a direct stake of
49.9% and has been granted an option to acquire the remaining 50.1% with the
long stop date of 31 August 2009. The direct stake of 49.9% in Train FX has
been satisfied by conversion of the existing GBP200,000 loan by RAM to VMG and
additional cash payments of GBP400,000 made on 24 April 2009 and GBP320,000 made
on 30 April 2009.
The exercise of the option to acquire the remaining 50.1% is subject, inter
alia, to due diligence, financing and compliance with the AIM Rules under which
these actions may require compliance with AIM Rule 14 as a 'reverse transaction'
which would include the requirement for approval by RAM's shareholders.
The acquisition by RAM of 50.1% of Train FX under the above arrangements is also
conditional on the approval of VMG's shareholders.
The exercise price would be the aggregate sum of up to GBP1,270,000 which shall
be satisfied as follows:
(i)GBP785,000 in cash;
(ii)GBP425,000 to be satisfied by the issue of 7,727,272 new RAM Ordinary
Shares; and
(iii) up to GBP60,000 in RAM loan notes.
In relation to the issue of GBP425,000 of RAM shares (7,727,272 shares) to be
issued to VMG upon exercise of the RAM Option, the shares will be priced at 5.5p
and these will be locked in until 15th December 2009 unless RAM should choose to
exercise an option to re-acquire these shares at 5.5p per share during the three
month period after completion of the exercise of the RAM Option.
Commercial Loan
On 8 June 2009 RAM made available a commercial loan facility of up to GBP200,000
to VMG payable in tranches at RAM's call. The loan is to facilitate the running
of Train FX Limited. The first tranche of GBP76,500 was drawn down. The loan
carries an interest rate of Libor plus 1.5% payable upon redemption. The
redemption date for the loan is 31 August 2009.
Details on Train FX Limited
Train FX Ltd (under the 'Train TV' registered trademark) has signed contracts
with National Express and First Capital Connect with the right to install
digital TV screens and an ambient sound system on their railway carriage fleet.
The system will broadcast passenger journey information, breakfast style news
and advertising. The technology is also in place for the train operators to
access back-haul information.
For the year ended 31 December 2007, Train FX made a loss of GBP561,612 on
Turnover of GBP34,169. As at 31 December 2007, it had Net Liabilities of
GBP1,630,646 and this included inter-company debt due to VMG of
GBP2,045,142. For the year ended 31 December 2008 the draft results show
that TrainFX made a loss of GBP0.5 million on turnover of GBP0.02 million and
that as at December 2008 it had net liabilities of GBP2.2 million.
Acquisition of NPI
As part of the arrangements to make the further investment in Train FX, the
Company has acquired 100% of NPI for GBP530,000 of which GBP130,000 has already
been paid to NPI (which was used to acquire 18.2% of NPI). In addition to which,
RAM also has loaned GBP73,500 to NPI. The balance of GBP400,000 is to be settled
by the issue of 7,272,727 new ordinary shares in RAM at a price of 5.5p per
share. The net assets of NPI as at 30 April 2009 were GBP165,775.20 principally
comprising its investment in Train FX and its arrangements (as referred to
below) in respect of the acquisition of Train FX, as announced on 13 March 2009.
The Placing
In order to provide the funding for the investment in Train FX and to provide
the Company with additional working capital, the Company has placed 20,018,273
new ordinary shares of 1p each at a price of 5.5p per share to raise
GBP1,101,005 before expenses, more than 80% of which is with institutional
investors on behalf of clients. In addition, the Company has placed 581,818 new
ordinary shares of 1p each of 5.5p in lieu of commission for fund raising.
Issue of GBP200,000 Convertible Loan
On 13 March 2009 the Company announced that it had raised GBP200,000 through the
issue of a convertible Loan Note to Swandale Limited. The Company has agreed to
pay Swandale Limited a fee of GBP10,000 for the Loan and interest is payable at
12% per annum compounded monthly.
So far as not converted, the principal amount of the Loan Note together with any
interest due thereon would be redeemed on 20 February 2011 or at the option of
the Company at any time before such date or at the election of Swandale Limited
following the breach by the Company of any conditions set out in the Loan Note.
The Loan Note is convertible into Ordinary Shares at a price of 4p each in the
capital of the Company.
The proceeds of the Convertible Loan will be used for general working capital
purposes and to make investments in accordance with the Company's investing
strategy.
Share Swap
On 3 April 2009 the board of RAM Investment Group Plc ('RAM') announced that it
had completed the purchase of two investment holdings.
The Company has purchased 514,000 ordinary shares representing 1.14% of the
issued share capital in Gaming Technology Solutions Plc ('GTS') at a price of
40p per share in consideration for the issue of 2,937,143 new Ordinary Shares in
RAM at a price of 7p. GTS is a developer and retailer of computer gaming
software. GTS's latest annual report and accounts for the year ended 30 June
2008 showed a profit of GBP124,951 and Net Assets of GBP1,878,416.
In addition, the Company completed the purchase of 7,376,646 ordinary shares
representing 1.40% of the issued share capital in CEC EUNET Plc ('CECEUNET') at
a price of 3p per share in consideration for the issue of 3,161,420 new Ordinary
Shares in RAM at a price of 7p. CECEUNET is provider of 'top-up' mobile-based
payment services to consumers in the Henan/Guangdong Provinces and Beijing City
in China. CECEUNET's latest annual report and accounts for the year ended 30
June 2008 showed a loss of EUR(63,611) and Net Assets of EUR19,772,000.
Change of Broker
On 7 May 2009 the Company appointed Rivington Street Corporate Finance Limited
as its broker.
19. RELATED PARTY TRANSACTIONS
(1) As a result of the acquisition of NPI, Tim Baldwin, a director and current
14.92% Shareholder, was issued with 943,188 new RAM Ordinary Shares at 5.5p per
share equating to a consideration of GBP51,875. In addition, Hill Street
Investments Plc, a company in which Tim Baldwin is a director and one in which
Tim Baldwin exercises management control, received 160,342 new RAM Ordinary
Shares at 5.5p per share equating to a consideration of GBP8,819. Therefore,
this brought Tim Baldwin's total holding to 4,478,101 RAM Ordinary Shares
representing 8.87% of the enlarged issued share capital of RAM.
(2) As part of the "Share Swap" detailed above, Tim Baldwin transferred 240,000
CECUNET shares to RAM in consideration for 102,857 RAM Ordinary Shares. In
addition, Hill Street Investments Plc, a company in which Tim Baldwin is a
director and one in which Tim Baldwin exercises management control, transferred
in 250,000 GTS shares and 425,000 CECUNET shares in consideration for the issue
of 1,610,714 RAM shares.
RAM INVESTMENT GROUP PLC
(Registered in Scotland No. SC147230)
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ram Investment Group
plc (the "Company") will be held at 30 Clarendon Road, Watford, WD17 1JJon
Monday 27 July 2009 at 11.00am for the following purposes:
1. To receive and adopt the Report of the Directors and the Financial Statements
for the period ended 31 December 2008.
To re-elect Mr Adams, who retires by rotation, as a Director of the Company.
2. To reappoint Mr Baldwin as a Director of the Company in accordance with
Paragraph 109 of the Articles of Association of the Company.
3. To reappoint Mr Manley as a Director of the Company in accordance with
Paragraph 109 of the Articles of Association of the Company.
4. 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: 22 June 2009
By Order of the Board
Iain Manley
Secretary
Registered Office:
1 Exchange Crescent,
Conference Square
Edinburgh EH3 8UL
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. Copies of the directors' service contracts are available for inspection at
the registered office of the Company during the normal business hours.
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 25 July 2009 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 25 July 2009 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.
Contact:
Edward Adams, RAM Investment Group plc on 07967 008448
Tim Baldwin, RAM Investment Group plc on 0207 518 4303
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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