|
1. PROFIT AND LOSS ACCOUNT
The Company has dispensed with preparing a profit and loss account for the six month period to 30 June 2005 as there has been no financial activity giving rise to a profit or loss in the period.
2. BALANCE SHEET
The balance sheet as at 30 June 2005 is as shown in note 6 column (a).
3. CASH FLOW STATEMENT
The Company has not prepared a Cash Flow Statement for the six month period to 30 June 2005.
The only monetary transaction in the period was a receipt of �74,998 representing the amount outstanding in respect of share capital.
4. SHARE CAPITAL
On 24 May 2005, the authorised share capital of the Company was increased from �1,000,000 to �4,000,000 by the creation of 3,000,000 ordinary shares of �1 each. Each share, (issued and unissued) was divided into 200 ordinary shares of 0.5p per share.
5. POST BALANCE SHEET EVENTS
On 20 July 2005 the Company acquired the entire share capital of TeleMessage Ltd in return for the issue of 65,380,000 ordinary shares of 0.5p in the Company at a price of 5p per share credited as fully paid together with 25,000,000 warrants to purchase ordinary shares of 0.5p at 5p per share.
Deferred consideration is also payable dependent on the level of profits of TeleMessage Ltd for the period from 1 July 2005 to 31 July 2007 up to a maximum of a further 90,000,000 new ordinary shares of 0.5p each.
The Company raised just under �1,175,000 (net of expenses and excluding VAT) by way of a placing of 30,000,000 ordinary shares and 10,000,000 warrants at a price of 5p per placing share following which the Company was admitted to trading on AIM on 3 August 2005.
6. PRO FORMA STATEMENT OF THE GROUP�S NET ASSETS AS ADJUSTED FOR THE SUBSEQUENT SHARE ACQUISITION AND PLACING
The following unaudited pro forma statement of net assets of the Group following the acquisition of the Subsidiary and the Placing has been prepared for illustrative purposes only and is based on the AIM Admission Document dated 27 July 2005 to provide information about the impact of the acquisition of the Subsidiary and the Placing on the Group. It has been prepared on the basis that the acquisition of the Subsidiary and the Placing were undertaken as at 31 December 2004 and on the basis set out in the notes below:
|
Adjustments |
|
|
|
|
|
The Company As at 30 June 2005 (note a) � |
TeleMessage Limited As at 31 December 2004 (note b) � |
Capitalisation of convertible loans (note c) � |
Placing proceeds and acquisition of TeleMessage Limited (note d) � |
Pro forma net assets of the Group � |
| Non current assets |
- |
106,463 |
- |
7,718,713 |
7,825,176 |
|
|
|
|
|
|
Current assets |
| Cash |
100,000 |
73,443 |
- |
1,175,000 |
1,348,443 |
| Other current assets |
- |
68,924 |
- |
- |
68,924 |
|
|
|
|
|
|
|
100,000 |
142,367 |
- |
1,175,000 |
1,417,367 |
|
|
|
|
|
|
| Total assets |
100,000 |
248,830 |
- |
8,893,713 |
9,242,543 |
|
|
|
|
|
|
Current liabilities |
| Convertible loans |
- |
(390,136) |
390,136 |
- |
- |
| Other current liabilities |
- |
(109,548) |
- |
- |
(109,548) |
|
|
|
|
|
|
|
- |
(499,684) |
390,136 |
- |
(109,548) |
|
|
|
|
|
|
Non-Current liabilities |
| Convertible loans |
- |
(1,560,001) |
1,560,001 |
- |
- |
Other non-current liabilities |
- |
(88,995) |
- |
- |
(88,995) |
|
|
|
|
|
|
|
- |
(1,648,996) |
1,560,001 |
- |
(88,995) |
|
|
|
|
|
|
| Total liabilities |
- |
(2,148,680) |
1,950,137 |
- |
(198,543) |
|
|
|
|
|
|
| Net assets (liabilities) |
100,000 |
(1,899,850) |
1,950,137 |
8,893,713 |
9,044,000 |
Notes:
The unaudited pro forma statement of net assets has been prepared on the following basis:
a. The net assets of the Company are as stated as at 30 June 2005.
Adjustments:
The financial position of TeleMessage Ltd and its subsidiary which have been included in the above statement have been extracted from their audited financial statements originally expressed in US Dollars as at the 31 December 2004. The amounts have been converted into pounds Sterling at the
b. Prior to completion of the acquisition of TeleMessage Ltd., the convertible loans in TeleMessage Ltd.�s balance sheet were converted into Series C Preferred Shares in TeleMessage Ltd and subsequently on the 21 July 2005 these shares were converted into ordinary shares. The adjustment is based on the amount outstanding at 31 December 2004 although the actual amount converted is likely to be different.
c. This adjustment represents the gross proceeds of the Placing of �1.5m less estimated expenses of �325,000 and the acquisition of TeleMessage Ltd. Goodwill arising on the acquisition has been capitalised and is calculated as follows:
|
� |
| Cost of acquisition |
7,769,000 |
| TeleMessage Ltd.�s net liabilities at 31 December 2004 |
1,899,850 |
| Convertiable loans capitalised |
(1,950,137) |
|
|
| Pro forma goodwill |
(7,718,713 |
- The cost of the acquisition is based on the initial consideration of 65,380,000 ordinary shares of 0.5p each of the company plus the maximum amount of the deferred consideration of 90,000,000 ordinary shares of 0.5p each of the Company multiplied by the Issue Price of 5p.
- TeleMessage Ltd.�s net liabilities at 31 December 2004 have been adjusted for the conversion of the convertible loan stock into Series C Preferred Shares in TeleMessage Ltd. which occurred prior to completion of the acquisition.
- No adjustments have been made to reflect any fair value adjustments to TeleMessage Ltd.�s net assets.
d. No adjustments have been made to reflect the trading results of TeleMessage Ltd. since 31 December 2004.
|