Ovidia Investments Announcements
Final Results
16 June 2008 16:32:53
RNS Number : 8234W Ovidia Investments PLC 16 June 2008
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For immediate release 16 June 2008
Ovidia Investments Plc ("the Company")
Final Results for the year to 31 December 2007
CHAIRMAN'S STATEMENT
The Company has made steady progress in the year and we have raised funds to maintain our trading on AIM and seek acquisitions.
Our strategy is to seek suitable acquisition opportunities in the business services sector in the United Kingdom. We believe that our broad collective experience in the proposed sector, in acquisitions, accounting, corporate and financial management together with our wide industry contacts will enable the Company to achieve its objectives.
Investment propositions will be considered when we consider that enhanced values may be achieved. A particular consideration will be to identify investments where we believe that our expertise and experience can be deployed to facilitate growth or unlock value. There is no limit in the number of projects in which the Company may invest. We will conduct initial due diligence appraisals of potential projects and, where we believe further investigations are warranted, we will appoint suitably qualified, and where appropriate, independent persons.
We are involved and active. Accordingly, the Company is likely to seek participation in the management of the board of directors of a company in which the Company invests with a view to improving its performance and use of its assets in such ways as should result in an increase in the value of such a company. We hope that the resulting benefit would provide a satisfactory return to the Company' shareholders.
In the event no substantial acquisitions are made by 27 June 2008, that is within 12 months of the Extraordinary General Meeting held on 28 June 2007 in accordance with the AIM Rules for Companies, trading in the shares will be suspended and if no reverse transaction is achieved in the ensuing 6 months, cancelled.
For further information, please contact:
Ovidia Investments plc
Nigel Weller, Director
Tel 07769 906 906
Beaumont Cornish Limited
Roland Cornish
Tel 020 7628 3396
Independent Auditors Report to the members of
Ovidia Investments plc
We have audited the company financial statements of Ovidia Investments Plc for the year ended 31 December 2007 which comprise of the income statement, statement of changes in equity, balance sheet, cash flow statement, and the related notes. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the financial statements in accordance with applicable law and International Financial Reporting Standards as adopted for use in the European Union are set out on page 3.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Report of the Directors is consistent with the financial statements.
In addition, we report to you if, in our opinion, the company has not kept proper accounting records and if we have not received all the information and explanations we require for our audit.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Chairman's statement and the Directors' Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. .
Contd/… Continued….
Because of the possible effect of the limitation in evidence available to us, we were unable to form an opinion as to whether the financial statements for the year ended 31 December 2006 give a true and fair view of the state of affairs of the company or of the loss for the period then ended nor were able to determine if the financial statements have been properly prepared in accordance with Companies Act 1985.
Opinion:
In our opinion, except for the effect on the corresponding figures for 2006 of any adjustments to the results of operations for the year ended 31 December 2006,
the financial statements give a true and fair view, in accordance with International Financial Reporting Standards as adopted for use in the European Union, of the state of affairs of the company as at 31 December 2007 and of the profit and cash flows of the company for the period then ended;
the financial statements have been properly prepared in accordance with the Companies Act 1985; and
the information given in the Report of the Directors is consistent with the financial statements.
Jeffreys Henry LLP 13 June 2008
Chartered Accountants and Finsgate
Registered Auditors 5-7 Cranwood Street
London EC1V 9EE
Ovidia Investments Plc
INCOME STATEMENT
for the year ended 31 December 2007
Notes
2007
£
2006
£
CONTINUING OPERATIONS
Turnover
4
Continuing operations
-
-
Cost of sales
-
-
GROSS PROFIT
-
-
Administrative expenses
- exceptional
-
-
- other
(99,647)
(482,003)
OPERATING LOSS
(99,647)
(482,003)
Exceptional Profit/(Loss)
8
2,804,861
(5,219,519)
PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE INTEREST
2,705,214
(5,701,522)
Interest payable
6
-
-
PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION
8
2,705,214
(5,701,522)
Taxation
9
-
-
RETAINED PROFIT/(LOSS) FOR THE YEAR
15
2,705,214
(5,701,522)
LOSS PER ORDINARY SHARE, EXCLUDING EXCEPTIONAL PROFIT
Basic
10
(1.12p)
(26.3p)
Fully diluted
10
(1.12p)
(26.3p)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There is no difference between basic and diluted loss per share.
Share
Share
Merger
Retained
Capital
£
Premium
£
Relief Reserve
£
Earnings
£
At 1 January 2007
9,033,841
3,890,439
1,194,627
(16,966,014)
Movement in shares to be issued
14,164
85,500
-
-
Profit after tax for the period
-
-
-
2,705,214
At 31 December 2007
9,048,005
3,975,939
1,194,627
14,260,800
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses. Share issue expenses in the period ended 31 December 2007 comprise a proportion of the costs incurred in respect of the initial public offering on the Alternative Investment Market of the London Stock Exchange.
Retained loss represents the cumulative loss of the company attributable to equity shareholders.
Ovidia Investments Plc
BALANCE SHEET
31 December 2007
Notes
2007
£
2006
£
ASSETS
Non-current assets
Investments
11
-
-
-
-
Current assets
Trade and other receivables
12
17,869
-
Cash and cash equivalents
-
-
17,869
-
CREDITORS: Trade and other payables
13
(60,098)
(2,847,107)
NET CURRENT LIABILITIES
(42,229)
(2,847,107)
TOTAL ASSETS LESS CURRENT LIABILITIES
(42,229)
(2,847,107)
SHAREHOLDERS' EQUITY
Called up share capital
14
9,048,005
9,033,841
Share premium account
3,975,939
3,890,439
Merger reserve
1,194,627
1,194,627
Profit and loss account
15
(14,260,800)
(16,966,014)
TOTAL EQUITY
(42,229)
(2,847,107)
Approved by the board and authorised for issue on 13 June 2008.
W N V Weller
Director
Ovidia Investments Plc
CASH FLOW STATEMENT
for the year ended 31 December 2007
Notes
2007
£
2006
£
Cash flows from operating activities
Net cash flow from operating activities
16a
266,682
(4,579,561)
Cash flows from investing activities
Investments write back
-
5,208,507
Cash flows from financing activities
Shares issued
70,000
-
Increase in cash and cash equivalents
336,682
628,946
Ovidia Investments Plc
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2007
1. GENERAL INFORMATION
Ovidia Investments Plc is a company incorporated in England & Wales. The company's shares are traded on AIM, a market operated by the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activities of the company are described in the directors' report.
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board (IASB), as adopted by the European Union, and with those parts of the Companies Act 1985 applicable to companies preparing their accounts under IFRS. The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. Estimates and judgments are continually reviewed and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
Standards, amendments and interpretations effective at 1 January 2007.
The following interpretations to existing standards have been published that are mandatory for the company's accounting periods beginning on or after 1 January 2007 or later periods but that the company has not adopted early:
IFRS 7, 'Financial Instruments: Disclosure', and complementary amendment to IAS 1, 'Presentation of financial statements - Capital disclosures', introduces new disclosures relating to financial instruments and does not have any impact on the classification and valuation of the company's financial instruments, or the disclosures relating to taxation and trade and other payables.
IFRIC 8, 'Scope of IFRS 2', requires consideration of transactions involving the issuance of equity instruments, where the identifiable consideration received is less than the fair value of the equity instruments issues in order to establish whether or not they fall within the scope of IFRS 2. This standard does not have any impact on the company's financial statements.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the group
The following interpretations to existing standards have been published that are mandatory for the company's accounting periods beginning on or after 1 January 2008 or later periods but that the company has not adopted early:
IAS 1 Revised - Presentation of Financial Statements (effective from 1 January 2009). Key changes include, the requirement to aggregate information in the financial statements on the basis of shared characteristics, the introduction of a Statement of Comprehensive Income & changes in titles of some of the financial statements.
Preparers of financial statements will have the option of presenting income and expense and components of other comprehensive income either in a single statement or in two separate statements (a separate income statement followed by a statement of comprehensive income).
2. ACCOUNTING POLICIES - continued
The new titles for the financial statements (for example 'statement of financial position' instead of balance sheet) will be used in the accounting standards but are not mandatory for use in financial statements.
The expected impact is still being assessed in detail by management as the IASB is involved in discussions to examine more fundamental questions about the presentation of information in financial statements.
IFRS 8 - Operating Segments (effective from 1 January 2009). IFRS 8 replaces IAS 14 and aligns segment reporting with the requirements of the US standard SFAS 131, "Disclosures about segments of an enterprise and related information". The new standard requires a "management approach", under which segment information is presented on the same basis as that used for internal reporting purposes. The expected impact is still being assessed in detail by management, but it appears likely that the number of reportable segments, as well as the manner in which segments are reported, will change in a manner that is consistent with the internal reporting provided to the chief operating decision-maker.
(c) Interpretations to existing standards that are not yet effective and not relevant for the company's operations
The following interpretations to existing standards have been published and are mandatory for the group's accounting periods beginning on or after 1 January 2008 or later periods but are not relevant to the group's operations:
IFRIC 11 - IFRS 2 - Group and Treasury Share Transactions (effective from 1 March 2007)
IFRIC 12 - Service Concession Arrangements(effective from 1 January 2008)
IFRIC 13 - Customer Loyalty Programmes(effective from 1 July 2008)
IFRIC 14 - IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction. (effective from 1 January 2008)
Going Concern
The balance sheet as at 31 December 2007 showed a net deficit of £42,229. However, the directors have indicated their willingness to provide financial support to the company. On this basis, the directors consider it appropriate to prepare the financial statements on going concern basis. The financial statements do not include any adjustments that would result from the withdrawal of the directors' support.
Revenue recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and that the revenue can be reliably measured. Revenue is measured at the fair value of consideration received, excluding VAT and other duties. Revenue represents the net invoiced value of power packs sold.
Functional currency translation
Functional and presentation currency
Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Pounds Sterling (£), which is the Company's functional and presentation currency.
2. ACCOUNTING POLICIES (continued)
Taxation
The taxation credit is based on the loss for the period and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Except where it is otherwise required by accounting standards, full provision is made for temporary timing differences which have arisen but not yet reversed at the balance sheet date
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Trade receivables and payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Provisions
A provision is recognised when:
the Group has a legal or constructive obligation as a result of a past event; and
it is probable that an outflow of economic benefits will be required to settle the obligation; and
the effect is material; and
Expected future cash flows are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Equity instruments
Instruments that evidence a residual interest in the assets of the Group after deducting all of its liabilities are classified as equity instruments. Issued equity instruments are recorded at proceeds received net of direct issue costs.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of value added tax, from the proceeds. 2. ACCOUNTING POLICIES (continued)
3. RISK AND SENSITIVITY ANALYSIS
The company's activities expose it to a variety of financial risks: interest rate risk, liquidity risk and capital risk. The company's overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the company's financial performance. The Board reviews key risks on a regular basis and, where appropriate, actions are taken to mitigate the key risks identified.
3.1. Interest rate risk and foreign currency risk
The company does not have formal policies on interest rate risk or foreign currency risk. However, the company's exposure in these areas as at the balance sheet date was minimal.
3.2. Liquidity risk
The company prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash requirements of the company, to manage liquidity risk. The directors have considered the risk posed by liquidity and are satisfied that there is sufficient growth and equity in the company.
3.3. Capital risk
The company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
4. TURNOVER
Turnover represents the sales value, net of Value Added Tax, of services provided to clients. Revenue is recognised when the service is performed in accordance with the terms of the contractual agreement and the stage of completion of the work.
5. TURNOVER AND LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
The company's turnover and loss before taxation were all derived from its principal activity wholly undertaken in the United Kingdom.
6
INTEREST PAYABLE
2007
£
2006
£
On bank loan and overdraft
-
-
Hire purchase interest
-
-
-
-
7
EMPLOYEES
2007
Number
2006
Number
The average monthly number of employees of the group during the year was as follows:
Sales and marketing
4
-
Office and management
-
-
Design, advertising and production
-
-
4
* -
* Information not available
Staff costs for the above persons:
2007
£
2006
£
Wages and salaries
-
* -
Social security costs
-
* -
Other pension costs
-
* -
-
-
*Information not available
DIRECTORS’ REMUNERATION
2007
£
2006
£
Emoluments
-
-
8.
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
2007
£
2006
£
Loss on ordinary activities before taxation is stated after charging:
Depreciation charge for the year
owned assets
-
-
leased assets
-
* -
Operating lease rentals
land and buildings
-
* -
Equipment
-
* -
Auditors' remuneration in respect of audit services
9,400
-
*Information not available
EXCEPTIONAL INCOME AND COSTS
2007
£
2006
£
Tangibles and Investments write off
-
5,219,519
Creditors written back under the Company Voluntary Arrangements*
2,804,861
-
* On the 28 June 2007, the company went into a CVA where all the creditors were settled in full and final settlement. 2,664,727 shares were issued to that effect in satisfaction of the creditors and the exceptional item represents the amount written off in the year.
9.
TAXATION
2007
£
2006
£
Current tax:
UK corporation tax
-
-
Adjustment in respect of prior years
-
-
Total current tax
-
-
Deferred taxation:
Origination and reversal of timing differences
-
-
-
-
Factors affecting tax charge for the period:
2007
£
2006
£
The tax assessed for the period is lower than the standard rate of corporation tax in the UK (30%). The differences are explained below:
Profit/(Loss) on ordinary activities before taxation
2,705,214
(5,701,522)
Profit/(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK 30% (2006: 30%)
811,564
(1,710,457)
Effects of:
Other expenses not deductible for tax purposes
(841,458)
1,565,856
Tax losses carried forward
29,894
144,601
Current tax credit for period
-
-
10. LOSS PER ORDINARY SHARE
The calculation of loss per ordinary share is based upon the loss after taxation of but before exceptional item of £99,647 (2006 - £482,003) and on 8,892,962 (2006 - 1,827,809) shares, being the weighted average number of ordinary shares in issue during the year.
There is no difference between the basic loss per share and the diluted loss per share.
11. FIXED ASSET INVESTMENTS
COMPANY
Shares in
subsidiary
undertakings
£
COST
1 January 2007
-
Dissolved
-
31 December 2007
-
PROVISION
1 January 2007
-
Dissolved
-
31 December 2007
-
NET BOOK VALUE
31 December 2007
-
31 December 2006
-
The principal subsidiaries were:
Proportion of
ordinary
shares held
Nature of business
Twentyfirst Century Communications Group Limited
100%
Holding company
Twentyfirst Century Communications Limited
100%
Corporate communications
The Alternative Agency Limited
75%
Internal communications
Oneshoe Digital Limited (formerly &Summ Limited)
100%
Strategic consultants
The Design Clinic Limited
100%
Design and marketing
Clinic Group Limited
100%
Holding company
Swabco Limited
100%
Holding company
All of the subsidiaries are directly owned by NWD Group plc except Twentyfirst Century Communications Group Limited, Swabco Limited and The Design Clinic Limited.
All companies were sold for £nil consideration in February 2007.
12. DEBTORS
2007
£
2006
£
Due within one year:
Other debtors
16,537
-
Prepayments and accrued income
1,332
-
17,869
-
13. CREDITORS: Amounts falling
due within one year
2007
£
2006
£
Bank loan and overdraft
-
336,682
Trade creditors
2,550
146,219
Amounts owed to group companies
-
2,090,452
Other taxes and social security
-
21,287
Other creditors
40,678
52,467
Accruals and deferred income
16,870
-
Convertible loan
-
200,000
60,098
2,847,107
14. SHARE CAPITAL
2007
2006
£
£
Authorised:
2,096,615,956 ordinary shares of 1p each
20,966,160
20,966,160
1,827,808 (2006-182,780,873) ordinary shares of 0.1p each
1,828
182,781
983,451,063 deferred shares of 0.9p each
8,851,059
8,851,059
1,827,808 deferred shares of 9.9 each
180,953
-
30,000,000
30,000,000
Allotted, called up and fully paid:
15,992,535 (2006 -182,780,873) ordinary shares of 0.1p each
(equity)
15,993
182,782
983,451,063 deferred shares of 0.9p each (non equity)
8,851,059
8,851,059
1,829,808 deferred shares of 9.9p each (non equity)
180,953
-
9,048,005
9,033,841
Non-equity share rights
Deferred shareholders are not entitled to receive any dividends or other distributions or to receive notice of or to attend or vote at any General Meeting. On winding up they are only entitled to receive the amount paid on deferred shares after ordinary shareholders have received £100,000 for each ordinary share and have no other right to participate in the assets of the company.
On 28 June 2007 the 182,780,783 ordinary shares of 0.1p each were consolidated into 1,827,808 ordinary shares of 10p each and these were then subdivided into one ordinary share if 0.1p and one deferred share of 9.9p each. The deferred shares with carry negligible value and will not be admitted to trading.
On 28 June 2007 the company issued 7,000,000 ordinary shares of 0.1p each at 1p per share and 4,664,727 shares issued at par
On the 18 September 2007 the company issued 2,500,000 ordinary shares of 0.1p each pursuant to conversion notices at the rate of 1p per share.
On 28 March 2008 5,333,333 ordinary shares of 0.1p each were issued in satisfaction of a short term loan made to the company and 10,266,667 ordinary shares of 0.1p each were placed, both issued at 0.75p per share.
15. PROFIT AND LOSS ACCOUNT
Company
£
1 January 2007
(16,966,014)
Profit/(Loss) for the year
2,705,214
31 December 2007
(14,260,800)
16. CASH FLOWS
2007
£
2006
£
Reconciliation of operating loss to net cashflow from operating activities
Operating loss
(99,647)
(482,003)
CVA Settlement
2,804,861
(5,219,519)
(Increase)/decrease in debtors
(17,869)
114,384
Increase/(decrease) in creditors
(2,420,663)
1,007,577
Net cashflow from operating activities
266,682
(4,579,561)
17. FINANCIAL COMMITMENT
Capital commitment
There was no capital expenditure that had contracted for at the balance sheet date but yet incurred.
18. CONTINGENT LIABILITIES
The company has no contingent liabilities arising in respect of legal claims arising from the ordinary course of business and it is not anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.
19. POST BALANCE SHEET EVENTS
On 28 March 2008, a total of 15,600,000 ordinary shares of 0.1p each were issued, through a share placing to raise £77,000 for ongoing operations and to repay a short term loan of £40,000.
20. ULTIMATE CONTROLLING PARTY
In the opinion of the directors, there is no controlling party at the balance sheet date.
21. IFRS CONVERSION
The company has adopted International Financial Reporting Standard for the first time and no adjustment has been made as a result of the transition.
NOTES TO THE ANNOUNCEMENT
1 The report and accounts for the year ended 31 December 2007 are being posted to shareholders and will be available on the Company's website www.investments-plc.co.uk
2 The summary accounts set out above do not constitute statutory accounts as defined by Section 240 of the UK Companies Act 1985. The summarised balance sheet at 31 December 2007 and the summarised income statement, summarised statement of changes in equity and the summarised cash flow statement for the year then ended have been extracted from the Company's audited statutory financial statements.
This information is provided by RNSThe company news service from the London Stock Exchange END FR UNRVRWKRNAAR
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