RNS Number:6207T
TSE Group PLC
02 May 2008
For immediate release 2 May 2008
TSE GROUP PLC
(the "Company" or "TSE")
AUDITED RESULTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
The Board of TSE is pleased to announce its audited results for the 9 month
period ended 31 December 2007.
Chairman's Statement
I am pleased to report on our results for the nine months ended 31 December
2007, a period which has been marked by some dramatic changes in the Company's
activities. The audited accounts cover a nine month period, following the
decision to change the Company's year end from 31 March to 31 December. The
results include only four months contribution from TSE, which was acquired at
the end of August 2007.
On 18 April 2007, the Company announced that it had completed a placing of
141,900,000 new Ordinary Shares with a number of investors at a price of 0.75
pence per share, raising a total of #1,064,250 before expenses. This
fund-raising significantly improved the Company's balance sheet and gave it the
strength to seek opportunities to acquire an established business with a proven
management team.
On 20 August 2007, we were delighted to announce that shareholders had approved
the proposed acquisition of Wilton International Consulting Limited, together
with its wholly owned subsidiary, TSE Consulting SA, at a General Meeting. At
the same time, the Company changed its name from Sandford plc to TSE Group plc.
Based in Lausanne, Switzerland, TSE Consulting SA is one of the most respected
and leading providers of consultancy services to the world of international
sport. TSE provides strategic advice to international sports organisations, the
public sector and private companies including advice to cities and governments
on bidding and hosting major sports events such as the Olympic Games.
During 2006, TSE established its first round of international networks outside
of Switzerland with local partners; by the end of that year, offices had been
opened in London, Denmark, USA, and China.
Since then, TSE has embarked on its second round of international expansion and
in July 2007 opened its first office in Africa, with the launch of the
Johannesburg operation under the Directorship of Victor Radebe. In September
2007 TSE Turkey opened its doors in Istanbul, under the Direction of Orhan
Gorbon. Finally, in December 2007, TSE announced the opening of its new office
in Moscow, Russia under the direction of Natasha Mezheritskaya.
The third phase of TSE's expansion plans is expected to begin in 2008; this
expansion may well include the Middle East and South East Asia, two regions of
the world that are demonstrating increasing activity in the world of
international sport.
TSE Consulting continues to advise its public sector clients operating in
international sport throughout the world on the development of their sporting
strategies and through this work it assists cities and regional and national
governments to attract major events. TSE also continues to work closely with a
number of the leading sports organisations and governing bodies for major sports
throughout the world.
The increasing need for governments to develop workable sports strategies for
their countries and their cities continues to grow and there is increasing
competition between governments to attract the cream of the world's major
sporting events to their countries. The business of sport continues to grow and
now accounts for 2% of GDP within western economies.
Our company is ideally placed to benefit from this growing sector, which by its
very nature will continue to offer a completely global marketplace with a
generally recession-resistant public sector clientele.
During 2007 TSE Consulting successfully assisted the Governments of Poland and
Ukraine in their bid to host the UEFA European Football Championships in 2012
and recently assisted the Turkish Athletics Federation to secure the rights to
host the IAAF World Indoor Athletics Championships in 2013. Also during the year
TSE continued to work with a number of major international sports organisations
including the Olympic Solidarity department at the IOC, the governing body for
European Football (UEFA) and the world governing body for Athletics (IAAF). Our
United States office continued to work for the United States Olympic Committee
and for the cities of Denver and Phoenix.
TSE Group's business strategy remains focused on the development of a group of
companies providing specialist services to the major events market. A number of
corporate discussions are ongoing and our Company continues to look at
businesses to either acquire or to form other business relationships with.
The current year has started well and the Board is confident about the prospects
for TSE in the year ahead.
Another year of solid growth from TSE Consulting, coupled with the completion of
ongoing acquisition and joint venture discussions, together with the containment
of costs within both the operating company and at a Group level, should ensure a
strong year ahead for TSE Group plc.
Adam Reynolds
Chairman
Enquiries:
TSE Group plc Tel: 07785 283736
Robin Courage
Beaumont Cornish Limited (Nominated Adviser) Tel: 0207 628 3396
Michael Cornish
TSE GROUP PLC
REPORT OF THE AUDITORS
FOR THE 9 MONTHS TO 31 DECEMBER 2007
--------------------------------------------------------------------------------
Independent Auditors' Report to the Shareholders of TSE Group plc
We have audited the group and parent company financial statements (the
'financial statements' of TSE Group plc for the period ended 31 December 2007
which comprise the Consolidated Income Statement, the Consolidated and Parent
Company Balance Sheets, the Consolidated Cash Flow Statement, the Statement of
Changes in 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 235 of the Companies Act 1985. Our audit work has been undertaken
for no purpose other than to draw to the attention of the Company's members
those matters which we are required to include in an auditors report addressed
to them. To the fullest extent permitted by law, we do not accept or assume
responsibility to any party other than the company and company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union 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 give a true
and fair view and whether the financial statements have been properly prepared
in accordance with the Companies Act 1985 and, as regards the group financial
statements, Article 4 of the IAS Regulation. We also report to you whether in
our opinion 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 proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it
is consistent with the audited financial statements. The other information
comprises only the Directors' Report, the unaudited part of the Directors'
Remuneration Report, and the Operating and Financial Review. 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
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 as 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 give a true and fair view, in accordance
with IFRSs as adopted by the European Union, of the state of the group's
affairs as at 31 December 2007 and of its loss for the period then ended;
* the parent company financial statements give a true and fair view, in
accordance with IFRSs as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 1985, of the state of
the parent company's affairs as at 31 December 2007
* the financial statements have been properly prepared in accordance with
the Companies Act 1985 and, as regards the group financial statements,
Article 4 of the IAS Regulation; and
* the information given in the Directors' Report is consistent with the
financial statements.
Kingston Smith LLP
Chartered Accountants and Registered Auditors
Devonshire House
60 Goswell Road
London
EC1M 7AD
1 May 2008
TSE GROUP PLC
CONSOLIDATED INCOME STATEMENT
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
Notes Period Year
to 31.12.07 to 31.03.07
# #
Group revenue 317,427 -
Operating costs (545,506) (124,730)
_________ _________
OPERATING LOSS 3 (228,079) (124,730)
Finance revenue 20,187 -
Finance costs 4 (19,232) -
Settlement of liabilities 5 - 247,500
_________ _________
(LOSS)/PROFIT BEFORE TAX (227,124) 122,770
Taxation 6 12,726 -
Discontinued activities - 104,243
_________ _________
(LOSS)/PROFIT FOR THE YEAR (214,398) 227,013
_________ _________
(Loss)/Earnings per share (basic &
diluted) (0.04p) 0.3p
_________ _________
TSE GROUP PLC
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2007
--------------------------------------------------------------------------------
Notes At At
31.12.07 31.03.07
Non-current assets # #
Intangible assets 7 1,737,158 -
Tangible assets 8 18,954 -
Current assets
Trade and other receivables 9 347,712 12,631
Cash and cash equivalents 97,945 203,871
_______ _______
Current liabilities 10 445,657 216,502
Trade and other payables (336,217) (54,553)
Net current assets _______ _______
109,440 161,949
_______ _______
Total assets less current liabilities 1,865,552 161,949
Non-current liabilities _______ _______
Long term payables 11 (200,000) -
Provision for liabilities and charges 12 (35,114) (50,000)
NET ASSETS _______ _______
1,630,438 111,949
_______ _______
Equity
Issued share capital 13 1,231,900 1,000,000
Shares to be issued reserve 204,000 -
Share premium account 2,608,385 1,011,035
Retained losses (2,413,847) (1,899,086)
_______ _______
SHAREHOLDERS' FUNDS 1,630,438 111,949
_______ _______
The financial statements were approved by the Board of Directors on 1 May 2008.
Paul Foulger
Director
TSE GROUP PLC
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2007
-------------------------------------------------------------------------------
Notes At At
31.12.07 31.03.07
# #
Non-current assets
Intangible assets - -
Tangible assets 8 2,179,894 -
Current assets
Trade and other receivables 9 101,906 12,631
Cash and cash equivalents 42,696 203,871
_______ _______
Current liabilities 10 144,602 216,502
Trade and other payables (119,474) (54,553)
Net current assets _______ _______
25,128 161,949
_______ _______
Total assets less current liabilities 2,205,022 161,949
Non-current liabilities _______ _______
Long term payables 11 (200,000) -
Provision for liabilities and charges 12 (35,114) (50,000)
NET ASSETS _______ _______
1,969,908 111,949
_______ _______
Equity
Issued share capital 13 1,231,900 1,000,000
Shares to be issued reserve 204,000 -
Share premium account 2,608,385 1,011,035
Retained losses (2,074,377) (1,899,086)
_______ _______
SHAREHOLDERS' FUNDS 1,969,908 111,949
_______ _______
Paul Foulger
Director
TSE GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
Period Year
to 31.12.07 To 31.03.07
# #
Cash flow from operating activities
Loss before taxation (228,079) (124,730)
Adjusted for:
(Increase)/decrease in trade and other receivables (335,081) 66,416
Increase/(decrease) in trade payables 457,545 (224,513)
Tax refunded / (paid) - -
________ ________
Net cash from operating activities (105,615) (282,827)
Cash flows from investing activities
Receipts from disposal of subsidiaries - 1
Cash expended on discontinued activities of
subsidiaries - (20,112)
Acquisition of subsidiary, net of cash acquired (813,517) -
Interest received 20,187 -
Interest paid (19,232) -
________ ________
Net cash outflow from investing activities (812,562) (20,111)
________ ________
Cash flows from financing activities
Proceeds from the issue of shares (net of issue
costs) 812,251 268,720
Redemption of loan notes / new loan notes issued - (82,500)
________ ________
Net cash used in financing activities 812,251 186,220
________ ________
Net Decrease in cash & cash equivalents (105,926) (116,718)
Cash & cash equivalents at 01.04.07 203,871 320,589
________ ________
Cash & cash equivalents at 31.12.07 97,945 203,871
________ ________
TSE GROUP PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
Share Shares to be Share Profit and Total
Capital Issued Reserve premium loss account equity
# # # #
Balance at
01.04.06 720,000 - 1,022,315 (2,126,099) (383,784)
Profit for
the period - - - 227,013 227,013
Issue of
share capital 280,000 - (11,280) - 268,720
Balance at
01.04.07 1,000,000 - 1,011,035 (1,899,086) 111,949
Loss for
the period - - - (214,398) (214,398)
Shares to
be issued - 204,000 - - 204,000
Reserve
Acquisition
of TSE - - - (300,363) (300,363)
Issue of
share capital 231,900 - 1,597,350 - 1,829,250
________ _______ ________ ________ ________
Balance at
31.12.07 1,231,900 204,000 2,608,385 (2,413,847) 1,630,438
________ _______ ________ ________ ________
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
1. GENERAL INFORMATION
TSE Group plc is a public limited company incorporated in the United Kingdom
under the Companies Act 1985 (Registration Number 5353387). The address of the
registered office is given on page 1.
As disclosed in the Report of the Directors, the principal activities of the
Group were that of an investing company, up to the date of the acquisition of
Wilton International Consulting Limited ("WICL"), from which time the principal
activity became that of an International Sports Consultancy firm.
STATEMENT OF COMPLIANCE
These financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and their
interpretations issued or adopted by the International Accounting Standards
Board as adopted by the European Union ("IFRS").
ACCOUNTING POLICIES
(a) Basis of preparation of the financial statements
The financial statements have been prepared in accordance with International
Financial Reporting Standards including standards and interpretations issued by
the International Accounting Standards Board, and have been prepared using the
historical cost convention.
The financial statements are prepared in Pounds Sterling rounded to the nearest
pound.
(b) Basis of consolidation
The consolidated income statement and balance sheet include the financial
statements of the company up to 31 December 2007. The results of subsidiaries
sold or acquired are included in the income statement up to, or from, the date
control passes.
(c) Depreciation
Depreciation on fixed assets is provided at rates estimated to write off the
cost, less estimated residual value of each asset over its expected useful life,
as follows:
Computer equipment 25% reducing balance
Fixtures, fittings & equipment 25% reducing balance
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
-------------------------------------------------------------------------------
(d) Cash and cash equivalents
Cash and cash equivalents comprise current bank balances which are readily
convertible to known amounts of cash and which are subject to insignificant risk
of changes in value. This definition is also used for the cash flow statement.
(e) Revenue
Revenue represents the invoiced value of goods and services provided net of
valued added tax.
(f) Deferred tax
Deferred income is provided, using the liability method, on temporary
differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements. Deferred income tax assets relating to the
carry-forward of unused tax losses are recognised to the extent that it is
probable that future taxable profit will be available against which the unused
tax losses can be utilised.
(g) Goodwill
Goodwill is determined by comparing the amount paid on the acquisition of a
business and the aggregate fair value of its separable net assets, and is tested
annually for impairment or more frequently if circumstances exist that indicate
impairment may have occurred.
(h) Patents
Patents are valued at cost less accumulated amortisation. Amortisation is
calculated to write off the cost in equal annual over their estimated useful
life of 20 years.
(i) Leasing commitments
Rentals payable under operating leases are charged against income on a straight
line basis over the lease term.
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
2. STAFF COSTS
Period Year
To 31.12.07 to 31.03.07
# #
Wages and Salaries 48,442 -
Directors Remuneration 63,382 57,061
Social Security costs 10,165 6,515
_______ _______
121,989 63,576
_______ _______
The average monthly number of employees was as follows:
Period Year
to 31.12.07 to 31.03.07
No. No.
Administration (including Directors) 10 5
_______ _______
3. OPERATING LOSS
The operating loss is stated after charging:
Period Year
to 31.12.07 to 31.03.07
# #
Auditors remuneration - audit 15,500 7,500
_______ _______
During the year, the Group was charged #47,500 in respect of non-audit services
provided by associated businesses of the auditors.
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
4. FINANCE COSTS
Period Year
to 31.12.07 to 31.03.07
# #
Bank interest 19,232 -
5. SETTLEMENT OF LIABILITIES
Period Year
to 31.12.07 to 31.03.07
# #
Amounts waived on redemption of loan notes - 247,500
_______ _______
6. TAXATION
Period Year
to 31.12.07 to 31.03.07
# #
Analysis of charge in the year:
Current tax (12,726) -
_______ _______
The tax assessed for the year differs from the standard rate of corporation tax
in the UK at 30%. The differences are explained below:
(Loss)/Profit before tax (227,124) 227,013
_______ _______
(Loss)/Profit before tax multiplied by the
standard rate of corporation tax in the
UK of 30% (68,137) 68,104
Accrued tax payable at date of acquisition
of subsidiary (36,629) -
Tax losses and disallowable items 92,040 (68,104)
_______ _______
(12,726) -
_______ _______
The total amount of unused tax losses for which no deferred tax asset is
recognised in the balance sheet is approximately #410,000 (2007 - #160,000).
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
7. INTANGIBLE FIXED ASSETS - GROUP AND COMPANY
Patents Goodwill Total
# # #
Cost
At 1 April 2006 176,438 655,133 831,571
Disposals (176,438) (655,133) (831,571)
________ _______ _______
At 1 April 2007 - - -
Additions - 1,737,158 1,737,158
Disposals - - -
________ _______ _______
At 31 December2007 - 1,737,158 1,737,158
________ _______ _______
Amortisation
At 1 April 2006 5,000 655,133 660,133
Disposals (5,000) (655,133) (660,133)
________ _______ _______
At 1 April 2007 - - -
Disposals - - -
________ _______ _______
At 31 December 2007 - - -
________ _______ _______
Net Book Value
At 31 March 2007 - - -
________ _______ _______
At 31 December 2007 - 1,737,158 1,737,158
________ _______ _______
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
8. TANGIBLE ASSETS - GROUP
Office
Furniture and IT Motor
machinery equipment Vehicles Total
# # # #
Cost
At 1 April 2006 260,771 5,264 14,274 280,309
Disposals (260,771) (5,264) (14,274) (280,309)
_______ _______ ______ ______
At 1 April 2007 - - - -
Additions 28,937 11,723 - 40,660
Disposals - - - -
_______ _______ ______ ______
At 31 December 2007 28,937 11,723 - 40,660
_______ _______ ______ ______
Depreciation
At 1 April 2006 54,189 1,407 3,568 59,164
Disposals (54,189) (1,407) (3,568) (59,164)
_______ _______ ______ ______
At 1 April 2007 - - - -
Charge for the period 11,428 10,278 - 21,706
Disposals - - - -
_______ _______ ______ ______
At 31 December 2007 11,428 10,278 - 21,706
_______ _______ ______ ______
Net Book Value
At 31 March 2007 - - - -
_______ _______ ______ ______
At 31 December 2007 17,509 1,445 - 18,954
_______ _______ ______ ______
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
8. TANGIBLE ASSETS - COMPANY
Investment in
Subsidiaries
#
Cost & Net Book Value -
At 1 April 2006 & 1 April 2007 2,179,894
Additions _________
At 31 December 2007 2,179,894
_________
Goodwill on acquisition of investment in subsidiary:
Consideration 1,961,401
Less: Fair value of net assets acquired:
Tangible assets 13,805
Trade and other receivables 220,234
Cash and cash equivalents 47,961
Trade and other payables (57,757)
________
(224,243)
Goodwill _________
1,737,158
_________
Name of Country of Percentage Principal activities
subsidiary Incorporation shareholding during year
Wilton International
Consulting Limited England & Wales 100% Dormant
TSE Consulting SA Switzerland 100% International sports
consultancy
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
9. TRADE AND OTHER RECEIVABLES - GROUP
At At
31.12.07 31.03.07
# #
Trade debtors: Gross 261,432 -
Less: provision for bad debts (37,934) -
________
223,498
Other debtors 65,548 -
Prepayments and accrued income 58,666 12,631
_______ _______
347,712 12,631
_______ _______
TRADE AND OTHER RECEIVABLES - COMPANY At At
31.12.07 31.03.07
# #
Other debtors 70,772 -
Prepayments and accrued income 31,134 12,631
_______ _______
101,906 12,631
_______ _______
10. TRADE AND OTHER PAYABLES - GROUP
At At
31.12.07 31.03.07
# #
Trade creditors 162,182 27,053
Taxes and
social
security costs 4,472 -
Other creditors 169,563 20,000
Accrued
expenses - 7,500
_______ _______
336,217 54,553
_______ _______
TRADE AND OTHER PAYABLES - COMPANY At At
31.12.07 31.03.07
# #
Trade creditors 119,474 27,053
Other creditors - 20,000
Accrued
expenses - 7,500
_______ _______
119,474 54,553
_______ _______
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
11. LONG TERM PAYABLES - GROUP & COMPANY At At
31.12.07 31.03.07
# #
Amounts falling due after one year:
Deferred cash consideration relating to the acquisition
of
the entire issued share capital of Wilton International 200,000 -
Consulting Ltd _______ _______
12. PROVISION FOR LIABILITIES & CHARGES - GROUP & COMPANY
At At
31.12.07 31.03.07
# #
Provision for claim for breach of contract (see below) 50,000 -
Balance brought forward at 1 April 2007 (14,886) 50,000
(Released in year)/Charged to income statement _______ _______
Balance carried forward at 31 December 2007 35,114 50,000
_______ _______
At 31 December 2007, a provision of #35,114 (31 March 2007: #50,000) was made to
allow for a potential claim for breach of contract regarding J E Farmer, a
former director of the company.
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
13. SHARE CAPITAL
31.12.07 31.03.07
# #
Authorised:
1,352,000,000 Ordinary shares of 0.1p each 1,352,000 1,352,000
72,000,000 Deferred shares of 0.9p each 648,000 648,000
________ ________
2,000,000 2,000,000
________ ________
Allotted, called up & fully paid:
583,900,000 Ordinary shares of 0.1p each 583,900 352,000
72,000,000 Deferred shares of 0.9p each 648,000 648,000
________ ________
1,231,900 1,000,000
________ ________
During the year 141,900,000 Ordinary 0.1p shares were issued at a premium of
0.65p each, raising #1,064,250.
During the year 90,000,000 Ordinary 0.1p shares were issued at a premium of
0.75p each, as part consideration for the acquisition of the entire issued share
capital of Wilton International Consulting Limited.
Share Options
Hansard granted an option to Neil McClure to purchase from Hansard up to
8,800,000 Ordinary Shares at a purchase price of 0.1p per Ordinary Share at any
time on or before the 28 March 2010.
Warrants
Neil McClure currently holds 8,800,000 Warrants. Each Warrant entitles Neil
McClure to receive, upon exercise of the Warrants, one Ordinary Share at an
exercise price of 0.1p per Ordinary Share. The Warrants may be exercised at
anytime before the expiry of a three year period from the date of grant.
The Company has issued 7,500,000 New Warrants to Beaumont Cornish. Each New
Warrant entitles Beaumont Cornish to receive, upon exercise of the New Warrants,
one Ordinary Share at an exercise price of 0.85p per Ordinary Share. The New
Warrants may be exercised at anytime before the expiry of a five year period
from the date of grant.
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
14. EARNINGS PER SHARE
The basic earnings per share is calculated by dividing the profit for the
financial year attributable to shareholders by the weighted average number of
shares in issue.
Period ended Year ended
31.12.07 31.03.07
Number Number
Weighted average number of shares 529,110,584 72,460,300
_________ ________
(Loss)/Profit for the period/year # #
(214,398) 227,013
Basic earnings per share (0.04p) 0.3p
________ ________
The warrants and options as disclosed in note 13 above are potentially dilutive,
however due to the losses in the year the diluted earnings per share has not
been separately disclosed.
15. RELATED PARTY TRANSACTIONS
GROUP & COMPANY
Adam Reynolds and Paul Foulger, directors of the Company, are also directors of
Wilton International Management Group Limited which was one of the vendors of
Wilton International Consulting Limited.
During the period the Company was invoiced #36,000 by Hansard Communications.com
Limited, a company which both Adam Reynolds and Paul Foulger are directors of,
for directors' fees relating to both Adam Reynolds and Paul Foulger. In
addition, #6,935 of travel expenses were recharged to the Company. At the year
end, a balance existed within Trade Creditors of #49,210.
During the period the Company was invoiced #7,500 by Alan Bailey (Studios)
Limited, a company which both Adam Reynolds and Paul Foulger are directors of,
for office rent and administration costs. At the year end a balance existed
within Trade Creditors of #5,875.
During the period, the Company was invoiced #16,000 by Neil McClure, a former
director, in relation to director's fees earned. At the year end, all amounts
had been fully paid.
16. PROFIT ACCOUNTED FOR IN THE PARENT COMPANY
As permitted by section 230 of the Companies Act 1985, the profit and loss
account of the parent Company is not presented as part of the financial
statements. The parent company's loss for the financial year was #175,291 (2007:
profit #227,013).
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
17. TSE CONSULTING SA
On 20 August 2007, Sandford plc acquired the entire issued share capital of
Wilton International Consulting Limited ("WICL") for a total consideration of
#1,919,000, comprising #950,000 cash and 90,000,000 ordinary shares of 0.1p in
Sandford plc. WICL is the owner of TSE Consulting SA.
The results of TSE Consulting SA are shown below:
Income Statement for the twelve months ended 31 December 2007
Period to 31.12.07 Year to 31.12.06
# #
Revenue 871,929 683,067
Operating costs (775,620) (588,037)
_________ _________
OPERATING PROFIT 96,309 95,030
Finance revenue 2,337 56
Finance costs (1,181) (5,877)
_________ _________
PROFIT BEFORE TAX 97,465 89,209
Taxation (23,903) (21,310)
_________ _________
PROFIT FOR THE PERIOD 73,562 67,899
_________ _________
TSE GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2007
--------------------------------------------------------------------------------
Balance Sheet as at 31 December 2007
At At
31.12.07 31.12.06
# #
Non-current assets
Tangible assets 18,954 22,382
________ ________
Current assets 18,954 22,382
Trade and other receivables 251,030 155,504
Cash and cash equivalents 55,249 49,727
________ ________
306,279 205,231
Current liabilities (121,967) (116,921)
Trade and other payables ________ ________
Net current assets 184,312 88,310
________ ________
Total assets less current liabilities 203,266 110,692
________ ________
Equity
Issued share capital 45,455 41,322
Retained losses 157,811 69,370
________ ________
SHAREHOLDERS' FUNDS 203,266 110,692
________ ________
18. A copy of this announcement is available from the Company's website,
www.tsegroupplc.com
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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