The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon
publication of this announcement, this inside information is now
considered to be in the public domain.
27 March 2018
GoTech Group
plc
(“GoTech”, the
“Company” or the “Group”)
Final Results and
Notice of AGM
GoTech, the cash shell admitted to trading on AIM, announces its
final audited results for the year ended 30
September 2017.
Publication of annual report and notice of AGM
The Company hereby announces that its AGM will be held at the
offices of Allenby Capital Limited situated at 5 St. Helen’s Place,
London EC3A 6AB on 23 April 2018 at 2.00
p.m..
The Company's Annual Report and Financial Statements for the
year ended 30 September 2017 will be
posted to shareholders, along with the Notice of AGM, shortly and
will be available thereafter at the Company's registered office,
27/28 Eastcastle Street, London,
W1W 8DH and on its website:
https://www.gotechgroup-plc.com/key-documents
For further information, please
visit www.gotechgroup-plc.com or contact:
Rupert Horner |
GoTech Group plc |
Tel: +44 (0) 787 257 1312 |
|
|
|
Virginia Bull
James Reeve
Liz Kirchner |
Allenby Capital Limited |
Tel: +44 (0) 20 3 328 5656 |
|
|
|
Duncan Vasey
Lucy Williams |
Peterhouse Corporate Finance |
Tel: +44 (0) 20 7220 9797 |
Chairman's Statement:
The Group's results for the year ended 30
September 2017 reflect the figures for GoTech Group Plc and
its wholly owned subsidiary companies, Sportsdata Limited and
Dataplay Holdings Limited.
GoTech Group PLC acquired these subsidiaries in May 2016. Both companies were loss making and had
only been trading for a relatively short time when they were
acquired. It was hoped that there would be a significant increase
in turnover for both businesses during the year ended 30 September 2017 which would in turn result in
them becoming profitable.
As has been announced during the year, this growth in turnover
has not materialised despite various business initiatives being
implemented and both businesses remained loss making during the
period. Reluctantly, your board announced in December 2017 that it had decided that it was no
longer worth investing further sums in these businesses and, as a
consequence, the Company was deemed to be a cash shell under the
AIM Rules. Your board took the view that it was better for
shareholders to preserve cash and look to implement a reverse
takeover.
As Sportsdata Limited has remained loss making, Marcus Yeoman and I, as the independent
directors, have determined that it is in the Company's best
interests to dispose of Sportsdata Limited and have agreed, subject
to shareholders' approval, to a sale to Starnevesse Limited for
£1. If the sale is approved, this will mean that Sportsdata
will no longer be a cash drain for the Company and it will in
addition make the Company a simpler proposition for pursuing a
reverse takeover. As part of the sale agreement, Starnevesse
Limited is obliged to continue to fund the Sportsdata business and
honour all existing contractual obligations. At the expiry of these
contracts, Starnevesse Limited is obliged to wind the company up in
a solvent way. Additionally, in the unlikely event that a
sale of Sportsdata Limited could be achieved by Starnevesse
Limited, or a sale of the Sportsdata intellectual property rights
were to be made, all net proceeds of such sales will be paid across
to GoTech Group PLC. Simultaneously with the sale, GoTech
Group PLC will settle the outstanding group indebtedness due to
Starnevesse Limited in the amount of £183,000 by way of a cash
settlement of £100,000 and the issuing of 8,375,000 new ordinary
shares at a value of 0.4 pence each
totalling £33,500. This settlement secures a discount of £49,500
compared to the liability in the year end group balance sheet.
Since the year end, two placings of ordinary shares have been
completed which have raised £500,000 (before costs) and as at
22 February 2018 the Company had
unaudited cash and cash equivalents of £579,000. This has put the
Company in a stronger position to pursue a successful reverse
takeover. In addition, a resolution has been included in the
forthcoming Annual General Meeting which will, if passed, give the
directors the authority to issue up to a further £250,000 of new
ordinary shares at nominal value disapplying pre-emption rights.
This is required in order to give the directors the flexibility to
raise further funds if this is considered helpful for pursuing a
successful reverse takeover.
As a result of the above disappointing trading, the Group's loss
for the year was £494,000 (2016: loss £3,910,000).
Board changes
On 31 August 2017, Tony Humphreys resigned as a director and
chairman of the Company. I replaced him as an Interim Chairman.
On 19 December 2017, Gail Ganney resigned as an executive director
and Richard Thompson resigned as a
director. On the same date, Marcus
Yeoman re-joined the Board (having resigned earlier in the
year) as a non-executive director. It is felt that Marcus Yeoman's experience in sourcing and
executing reverse takeovers will be helpful to your Company as it
pursues its current objective.
Your Board will keep shareholders abreast of any significant
developments and are aiming to progress towards a successful
reverse takeover in the first half of this calendar year.
Professor M.P.Caine
Interim Chairman
Consolidated statement of comprehensive income
for the year ended 30 September
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
2 |
|
65 |
|
40 |
|
|
|
|
|
|
|
|
|
|
|
Cost of
sales |
|
|
|
|
(2) |
|
(51) |
|
|
|
|
|
|
|
|
|
|
|
Gross
profit/(loss) |
|
|
|
|
63 |
|
(11) |
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
(557) |
|
(878) |
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
|
|
(494) |
|
(889) |
|
|
|
|
|
|
|
|
|
|
|
Share of
loss of associated undertakings |
|
|
|
- |
|
(57) |
|
Impairment
charge |
|
|
|
|
- |
|
(2,964) |
|
|
|
|
|
|
|
|
|
|
|
Loss on
ordinary activities before taxation |
|
|
(494) |
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
Tax on
loss on ordinary activities |
|
4 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Loss
for the financial year |
|
|
|
(494) |
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income |
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the financial year |
|
|
(494) |
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the equity holders of the
Company during the year: |
|
|
|
|
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
Basic loss
per share |
|
|
6 |
|
(0.37p) |
|
(5.52p) |
|
Diluted
loss per share |
|
6 |
|
(0.37p) |
|
(5.52p) |
|
|
|
|
|
|
|
|
|
|
|
There are
no recognised gains or losses other than the results for the period
as set out above. |
|
Consolidated Statement of Financial Position as
at 30 September 2017
|
Notes |
|
|
2017 |
|
|
2016 |
|
|
|
|
|
£
'000 |
|
|
£
'000 |
|
Current
assets |
|
|
|
|
|
|
|
|
Trade and other
receivables |
9 |
|
13 |
|
|
121 |
|
|
Cash and cash
equivalents |
|
|
304 |
|
|
714 |
|
|
|
|
|
317 |
|
|
835 |
|
|
|
|
|
|
|
|
|
|
|
Trade and other
payables: amounts falling due within one year |
11 |
|
(291) |
|
|
(315) |
|
|
|
|
|
|
|
|
|
|
|
Net current
assets |
|
|
|
26 |
|
|
520 |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
26 |
|
|
520 |
|
|
|
|
|
|
|
|
|
|
Capital and
reserves |
|
|
|
|
|
|
|
|
Called up share
capital |
12 |
|
|
6,501 |
|
|
6,501 |
|
Share premium |
13 |
|
|
16,987 |
|
|
16,987 |
|
Other reserves |
14 |
|
|
- |
|
|
4 |
|
Profit and loss
account |
21 |
|
|
(23,462) |
|
|
(22,972) |
|
|
|
|
|
|
|
|
|
|
Total
equity |
|
|
|
26 |
|
|
520 |
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows for the
year ended 30 September 2017
|
Notes |
|
2017 |
|
2016 |
|
|
|
|
£
'000 |
|
£
'000 |
|
Operating
activities |
|
|
|
|
|
|
Loss for the financial
year |
|
|
(494) |
|
(889) |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Share-based payment
expense |
|
|
- |
|
1 |
|
Decrease/(increase) in
trade and other receivables |
|
|
108 |
|
(48) |
|
Decrease in trade and
other payables |
|
|
(24) |
|
(273) |
|
|
|
|
(410) |
|
(1,209) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in operating
activities |
|
|
(410) |
|
(1,209) |
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
Acquisition of
subsidiaries |
|
|
- |
|
(13) |
|
Add cash acquired on
acquisition of subsidiaries |
|
|
- |
|
42 |
|
|
|
|
|
|
|
|
Cash generated by
investing activities |
|
|
- |
|
29 |
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
Proceeds from the
issue of shares |
|
|
- |
|
1,888 |
|
|
|
|
|
|
|
|
Cash generated by
financing activities |
|
|
- |
|
1,888 |
|
|
|
|
|
|
|
|
Net cash
(used)/generated |
|
|
|
|
|
|
Cash used in operating
activities |
|
|
(410) |
|
(1,209) |
|
Cash generated by
investing activities |
|
|
- |
|
29 |
|
Cash generated by
financing activities |
|
|
- |
|
1,888 |
|
|
|
|
|
|
|
|
Net cash
(used)/generated |
|
|
(410) |
|
708 |
|
|
|
|
|
|
|
|
Cash and cash
equivalents at 1 October |
|
|
714 |
|
6 |
|
Cash and cash
equivalents at 30 September |
|
|
304 |
|
714 |
|
|
|
|
|
|
|
|
Cash and cash
equivalents comprise: |
|
|
|
|
|
|
Cash at bank |
|
|
304 |
|
714 |
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity for
the year ended 30 September
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
|
|
|
Group |
|
Share |
|
Share |
|
option |
|
Retained |
|
Total |
|
|
|
capital |
|
premium |
|
reserve |
|
earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October
2015 |
|
6,382 |
|
12,718 |
|
3 |
|
(19,062) |
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for
the year |
|
- |
|
- |
|
- |
|
(3,910) |
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued |
|
119 |
|
4,269 |
|
- |
|
- |
|
4,388 |
|
Share based payments
expense |
|
- |
|
- |
|
1 |
|
- |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September
2016 |
|
6,501 |
|
16,987 |
|
4 |
|
(22,972) |
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October
2016 |
|
6,501 |
|
16,987 |
|
4 |
|
(22,972) |
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for
the year |
|
- |
|
- |
|
- |
|
(494) |
|
(494) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Release of share
option reserve |
|
- |
|
- |
|
(4) |
|
4 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September
2017 |
|
6,501 |
|
16,987 |
|
- |
|
(23,462) |
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
While the financial information included in this preliminary
announcement has been prepared in accordance with International
Financial Reporting Standards (IFRSs), this announcement does not
itself contain sufficient information to comply with IFRSs. The
Group has also published full financial statements that comply with
IFRSs which will be shortly available on its website and also
circulated.
The financial information set out in the announcement does not
constitute the company’s statutory accounts for the years ended
30 September 2017 or 2016. The
financial information for the year ended 30
September 2016 is derived from the statutory accounts for
that year, which were prepared under IFRSs, and which have been
delivered to the Registrar of Companies. The auditors
reported on those accounts, their report was unqualified and did
not contain a statement under either Section 498(2) or Section
498(3) of the Companies Act 2006.
We draw your attention to note 1.3, which has been included in
the financial results for the year ended 30
September 2017, which describes the uncertainty surrounding
the Group’s ability to continue as going concern. The
proposed transactions outlined in note 1.3 are considered likely to
happen. If the proposed transactions do not proceed, then
this could cast doubt over the Group’s ability to continue as a
going concern.
The financial information for the year ended 30 September 2017 is derived from the audited
statutory accounts for the year ended 30
September 2017 on which the auditors have given an
unqualified report, that did not contain a statement under section
498(2) or 498(3) of the Companies Act 2006 and included the
following matter to which the auditors drew attention by way of
emphasis:
Material uncertainty relating to going
concern
We draw attention to note 1.3 in the financial statements, which
explains that the subsidiary companies are being wound down
subsequent to the year end. As stated in note 1.3, these events or
conditions, along with the other matters as set forth in note 1.3,
indicate that a material uncertainty exists that may cast
significant doubt on the group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
The statutory accounts will be delivered to the Registrar of
Companies following the Company’s annual general meeting.
The accounting policies adopted in the preparation of this
preliminary announcement are consistent with those set out in the
latest Group Annual financial statements. There is no
material seasonality associated with the Group’s activities.
Extracted Notes to the Accounts for
the year ended 30 September 2017:
1.2 Basis of preparation and
consolidation
The financial statements are prepared under the historical cost
convention and have been prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union and applied in accordance with the provisions of the
Companies Act 2006 applicable to companies reporting under
IFRS.
The Group financial statements consolidate the financial
statements of the Company and its subsidiary undertakings made up
to 30 September 2017. See note 1.6
for further details regarding the basis of consolidation.
The financial statements are presented in sterling, which is the
functional currency of the Group and the Parent Company. Monetary
amounts in these financial statements are rounded to the nearest
£'000.
The principal accounting policies adopted by the Group are set
out below.
1.3 Going concern
The Group has reported a loss of £494,000 for the year (2016 -
£3,910,000).
During the previous year the Company acquired Sportsdata Limited
and Dataplay Holdings Limited through a reverse takeover. At
30 September 2017 the Company held
100% of the ordinary shares of both of these businesses.
As detailed in the Chairman's statement both these businesses
are being wound down and there will be costs involved in achieving
this.
In addition, there will be central and administration costs
incurred by GoTech Group Plc.
Since the balance sheet date the Company has raised £500,000 before
costs by way of two placings of ordinary shares.
At the year end the Group had cash resources of £304,000. The
Directors have prepared detailed working capital projections for
the Company, Sportsdata Limited and Dataplay Holdings Limited which
includes the Group's committed costs covering a period up until
30 September 2019. Based on these
projections, the directors have a reasonable expectation that the
Group's current cash resources are adequate to allow the Group to
continue in operational existence for the foreseeable future and
meet its liabilities as they fall due for at least a period of 12
months from the signing of these financial statements. The Group
therefore continues to adopt the going concern basis in preparing
its financial statements.
1.8 Revenue recognition
Revenue is recognised when the right to receive payment is
established, to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably
measured, regardless of when the payment is made. Revenue is
measured at the fair value of the consideration received or
receivable, excluding Value Added Tax.
The directors are of the opinion that this accounting policy
accurately reflects commercial reality and the recording of
revenue.
1.12 Impairment
(a) Impairment of Financial Assets
All financial assets (other than those categorised at fair value
through profit or loss), are assessed at the end of each reporting
period as to whether there is any objective evidence of impairment
as a result of one or more events having an impact on the estimated
future cash flows of the asset. For an equity instrument, a
significant or prolonged decline in the fair value below its cost
is considered to be objective evidence of impairment.
An impairment loss in respect of loans and receivables financial
assets is recognised in profit or loss and is measured as the
difference between the asset's carrying amount and the present
value of estimated future cash flows, discounted at the financial
asset's original effective interest rate.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through profit or loss to
the extent that the carrying amount of the financial asset at the
date the impairment is reversed does not exceed what the amortised
cost would have been had the impairment not been recognised.
(b) Impairment of Non - Financial
Assets
The carrying values of assets, other than those to which IAS 36
- Impairment of Assets does not apply, are reviewed at the end of
each reporting period for impairment when there is an indication
that the assets might be impaired. Impairment is measured by
comparing the carrying values of the assets with their recoverable
amounts. The recoverable amount of the assets is the higher of the
assets' fair value less costs to sell and their value in use, which
is measured by reference to discounted future cash flow.
An impairment loss is recognised in profit or loss
immediately.
When there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount
of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal
is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
2 |
Revenue
and loss on continued activities before taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By geographical
origin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
year to 30 September 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
Loss
before tax |
|
Total
assets |
Total
liabilities |
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
65 |
|
(494) |
|
317 |
|
(291) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
year to 30 September 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
Loss
before tax |
|
Total
assets |
Total
liabilities |
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
(3,910) |
|
835 |
|
(315) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
2016 |
|
|
Loss
before taxation is arrived at after charging / (crediting): |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Impairment
of fixed asset investments |
|
|
|
- |
|
(57) |
|
|
Impairment of
goodwill |
|
|
|
|
- |
|
2,838 |
|
|
Impairment
of other intangible fixed assets |
|
|
|
- |
|
183 |
|
|
Auditor's
remuneration: |
|
|
|
|
|
|
|
|
|
- audit of
the annual accounts of the Group |
|
|
|
15 |
|
10 |
|
|
- other
services relating to taxation |
|
|
|
- |
|
8 |
|
|
|
|
|
|
|
|
|
|
|
3 |
Directors and
employees |
|
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Staff
costs, including directors' emoluments during the year were as
follows; |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages, salaries and
emoluments |
|
|
|
|
254 |
|
122 |
|
|
Social security
costs |
|
|
|
|
21 |
|
9 |
|
|
|
|
|
|
|
275 |
|
131 |
|
4 |
Taxation |
|
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
£
'000 |
|
£
'000 |
|
|
Analysis of charge
in period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on loss on
ordinary activities |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factors
affecting tax charge for period |
|
|
|
|
|
|
|
|
The
differences between the tax assessed for the period and the
standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
£
'000 |
|
£
'000 |
|
|
Loss on
ordinary activities before tax |
|
|
|
(494) |
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
|
Standard
rate of corporation tax in the UK |
|
|
|
20% |
|
20% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£
'000 |
|
£
'000 |
|
|
Profit on
ordinary activities multiplied by the standard rate of corporation
tax |
|
(99) |
|
(782) |
|
|
|
|
|
|
|
|
|
|
|
|
Effects of: |
|
|
|
|
|
|
|
|
|
Expenses
not deductible for tax purposes |
|
|
|
99 |
|
782 |
|
|
|
|
|
|
|
|
|
|
|
|
Current tax charge for
period |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factors
that may affect future tax charges |
|
|
|
|
|
|
|
|
|
|
The Company has estimated tax losses of £1,791,000 (2016 -
£1,567,000) available to offset against future profits.
A deferred tax asset for the Company of £304,000 (2016 - £266,000)
at a rate of 17% has not been recognised in these financial
statements on the basis of uncertainty over the availability of
future taxable profits of the Company. |
|
5 |
Related party
transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30
September 2017, an amount of £183,000 (2016 - £183,000) was owed to
Starnevesse Limited by Sportsdata Limited. This amount is
unsecured, interest free and is payable from the profits generated
by the Dataplay business division of Sportsdata Limited as and when
they arise but with an end payment date of 1 May 2018. In the event
that the Dataplay business division of Sportsdata Limited is not
sufficiently profitable between now and 1 May 2018 to have enabled
the debt to have been repaid in full by that point in time,
Sportsdata Limited and Starnevesse Limited are under an obligation
to try to re-negotiate the payment terms in relation to the amount
unpaid at that point in time. The related intangible asset has been
impaired to £Nil in the Group accounts and in the individual
accounts of Sportsdata Limited.
As explained in the Chairman's statement, an agreement has been
reached post the year end whereby, subject to shareholders'
approval, this liability of £183,000 being settled by way of a
payment of £100,000 in cash and an issue of shares valued at
£33,500. |
|
|
|
|
|
|
|
|
|
|
During the
year the Group paid fees of £Nil (2016 - £13,600) to A Humphreys
for services rendered during the year. No amounts were outstanding
(2016 - £Nil) at the year end. |
|
|
|
|
|
|
|
|
|
|
During the
year the Company paid fees of £Nil (2016 - £9,600) to Unforgiving
Minute Limited, a company in which J D Steele is a director and
majority shareholder, for services rendered during the year. No
amounts were outstanding (2016 - £Nil) at the year end. J D Steele
resigned as a director of the company on 12 March 2016. |
|
|
|
|
|
|
|
|
|
|
During the
year Sportsdata Limited paid a salary of £Nil (2016 - £1,631) to R
Potts, the brother of G M Ganney. No amounts were outstanding (2016
- £Nil) at the year end. |
|
|
|
|
|
|
|
|
|
|
During the
year Sportsdata Limited paid a salary of £6,000 (2016 - £12,900) to
M Ganney, the daughter of G M Ganney, a director of the company. No
amounts were outstanding (2016 - £600) at the year end. |
|
|
|
|
|
|
|
|
|
|
During the
year the Company charged management fees amounting to £50,000 (2016
- £40,000) to Sportsdata Limited. During the year the Company
charged management fees amounting to £41,500 (2016 - £40,000) to
Dataplay Holdings Limited, at the time that both were wholly-owned
subsidiary companies. |
|
|
|
|
|
|
|
|
|
|
During the year, the Company loaned a further £50,000 (2016
- £303,000) to Sportsdata Limited and a further £41,500 (2016 -
£48,000) to Dataplay Holdings Limited.
At 30 September 2017, the Company was owed £Nil by Sportsdata
Limited and £Nil by Dataplay Limited. Both amounts were fully
provided at the year end and the previous year end. |
|
6 |
Loss
per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a) |
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
loss per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of
ordinary shares in issue during the year. |
|
|
The
calculation of the basic loss per ordinary share is based on: |
|
|
|
|
|
|
|
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
Number |
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of Ordinary shares in issue during the period |
|
|
135,304,536 |
|
70,772,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for
the year (£'000) |
|
|
|
|
(494) |
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
b) |
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all
dilutive potential ordinary shares. The Company has one category of
dilutive potential shares and warrants. A calculation is performed
to determine the number of shares that could have been acquired at
fair value (determined as to the average annual market share price
of the Company's shares) based on the monetary value of the
subscription rights attached to outstanding warrants. The number of
shares calculated as above is compared with the number of shares
that would have been issued assuming the exercise of the
warrants. |
|
|
|
|
|
The
calculation of diluted earnings per share is based on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
Number |
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary shares in issue |
135,304,536 |
|
70,772,462 |
|
|
Adjustments for dilutive effect of: |
|
|
|
|
|
|
|
|
|
- Employee
warrants |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of ordinary shares for diluted earnings per
share |
135,304,536 |
|
70,772,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
warrants could in future have a dilutive effect, however, they are
antidilutive in the current year as the Company is loss
making. |
|
|
|
|
|
|
|
|
|
|
|
7 |
Fixed
asset investments |
|
|
|
|
|
|
|
|
|
|
|
|
Investments in |
|
|
|
|
|
|
|
|
|
subsidiary |
|
Other |
|
|
|
|
|
|
|
undertakings |
|
investments |
|
Total |
|
|
|
|
|
£ '000 |
|
£
'000 |
|
£ '000 |
|
|
Cost |
|
|
|
|
|
|
|
|
At 1
October 2016 and 30 September 2017 |
|
3,042 |
|
- |
|
3,042 |
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
|
|
|
|
|
|
At 1
October 2016 and 30 September 2017 |
|
(3,042) |
|
- |
|
(3,042) |
|
|
|
|
|
|
|
|
|
|
Net
book value at 30 September 2017 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
company holds 20% or more of the share capital of the following
companies: |
|
|
|
|
|
|
|
|
|
|
|
Company |
Shares
held |
|
|
Principal activity |
|
|
Class |
|
% |
|
|
|
|
|
Sportsdata
Limited |
Ordinary |
|
100 |
|
Software
development |
|
Dataplay
Holdings Limited |
Ordinary |
|
100 |
|
Software
development |
|
|
|
|
|
|
|
|
|
|
All the
above subsidiaries' country of incorporation and principal place of
business is England & Wales. Both subsidiary companies are
private companies and there are no quoted market prices available
for their shares. |
|
|
|
|
|
|
|
|
|
|
Impairment of investment |
|
|
|
|
|
|
|
|
As a
result of the losses made by Sportsdata Limited and Dataplay
Holdings Limited to date, the directors have taken the prudent view
and provided against the investment value in full at 30 September
2017. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 |
Intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
|
|
|
Computer |
|
|
|
|
|
|
Goodwill |
|
platform |
|
Total |
|
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
Cost |
|
|
|
|
|
|
|
|
At 1
October 2016 |
|
|
2,838 |
|
183 |
|
3,021 |
|
|
|
|
|
|
|
|
|
|
At 30
September 2017 |
|
|
2,838 |
|
183 |
|
3,021 |
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
|
|
|
|
|
|
At 1
October 2016 |
|
|
2,838 |
|
183 |
|
3,021 |
|
|
|
|
|
|
|
|
|
|
At 30
September 2017 |
|
|
2,838 |
|
183 |
|
3,021 |
|
|
|
|
|
|
|
|
|
|
Net
book value at 30 September 2017 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
The
goodwill was fully impaired in the prior year and as such there is
no goodwill in this year's Group balance sheet. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
Trade and other
receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
Group |
|
Company |
|
Company |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables |
4 |
|
108 |
|
2 |
|
82 |
|
|
Prepayments |
9 |
|
13 |
|
9 |
|
13 |
|
|
|
13 |
|
121 |
|
11 |
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
The above
items represent financial assets (financial instruments) of the
Group. Included in other receivables of the Company at 30 September
2017 is a loan of £Nil (2016 - £Nil) to Sportsdata Limited (note 5)
and £Nil (2015 - £Nil) to Dataplay Holdings Limited (note 5). All
amounts owed from Sportsdata Limited and Dataplay Holdings Limited
have been provided against in full. |
|
|
|
|
|
|
|
|
|
|
|
10 |
Cash and cash
equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
Group |
|
Company |
|
Company |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in
hand |
304 |
|
714 |
|
294 |
|
675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
304 |
|
714 |
|
294 |
|
675 |
|
|
|
|
|
|
|
|
|
|
|
11 |
Trade
and other payables: Amounts falling due within one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
Group |
|
Company |
|
Company |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
£
'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
54 |
|
56 |
|
54 |
|
54 |
|
|
Amounts due to related
parties |
183 |
|
183 |
|
- |
|
- |
|
|
Accruals and deferred
income |
54 |
|
76 |
|
35 |
|
21 |
|
|
|
291 |
|
315 |
|
89 |
|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
With the
exception of social security and other taxes, the above items
represent financial liabilities (financial instruments) of the
Group. |
|
|
|
|
|
|
|
|
|
|
|
|
There are
no social security or other creditors. |
|
|
|
|
|
|
|
|
|
|
|
19 |
Post balance sheet
events |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 20th
December 2017 the company placed 100,000,000 new Ordinary shares of
0.1 Pence each at a price of 0.4 Pence per share raising £400,000
before costs. On 10th January 2018, the company issued
5,000,000 new Ordinary shares of £0.1 pence each at a price of 0.4
Pence per share to Capex Human Capital Limited in full and final
settlement of a liability of £54,000 that was included in the
Company's Balance Sheet as at 30th September 2017. |
|
On 1st February 2018 the company placed a further
25,000,000 new Ordinary shares of 0.1 Pence each at a price of £0.4
Pence per share raising £100,000 before costs.
As explained in the Chairman's statement, an agreement has been
reached post the year end whereby, subject to shareholders'
approval, the liability of £183,000 due to Starnevesse Limited by
Sportsdata Limited being settled by way of a payment of £100,000 in
cash and an issue of shares valued at £33,500 and Sportsdata
Limited will be sold to Starnevesse Limited for £1. |