RNS Number : 3147A
Meriden Group PLC
31 July 2008
MERIDEN GROUP PLC
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007
Meriden Group plc, the investing company, announces its final results for the year ended 31 December 2007.
Highlights
� Pre-tax losses of �207,427 (2006 - loss of �1,577,358)
� Loss per share of 0.06 pence (2006 * loss of 0.46 pence)
� Negotiations ongoing regarding an acquisition which, if consummated, would constitute a reverse takeover
� Directors do not recommend payment of a dividend
Enquiries
Rick Payne, Chairman Tel: 01606 721300
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present my Chairman's report for Meriden Group plc for the year ended 31 December 2007.
Results
During the period the Company made pre-tax losses of �207,427 (2006 - loss of �1,577,358) representing a loss per share of 0.06 pence
(2006 - loss of 0.46 pence)
Events during the year
On 16 August 2007, Russell Stevens resigned as a director in order to pursue other business interests. I and my fellow Director, Stephen
Black, joined the board on that date and we would like to thank Russell for his contribution to the Company and wish him every success in
the future.
On 9 June 2008 the Company announced that it was in detailed negotiations regarding an acquisition which, if consummated, would
constitute a reverse takeover under the AIM Rules. The acquisition would be subject to the approval of shareholders and the granting by the
Takeover Panel of a waiver of the obligation on the Company to make a general offer under Rule 9 of the City Code on Takeovers and Mergers.
Since the Company had been unable to complete a reverse takeover prior to 9 June 2008, being 12 months after the Company became an
investing company pursuant to the AIM Rules, trading in the Company's shares on AIM was suspended on that date. Restoration of trading will
occur upon publication of the Company's circular and AIM admission document relating to the acquisition.
European Commercial Trust Limited, a substantial shareholder in the Company, has made funds available to the Company to enable the
Company to continue the search for a suitable candidate for a reverse takeover.
R Payne
30 July 2008
DIRECTORS' REPORT
The directors present their report together with the audited financial statements for the period ended 31 December 2007.
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the
European Union, applied in accordance with the provisions of the Companies Act 1985 and present financial information on the Company only.
Principal activity
The principal activity of the Company is that of an investing company quoted on AIM.
Business review
The Company did not trade during the year under review. The Company incurred administrative expenses during the year of �207,550, of
which �155,981 related to payments made to Russell Stevens as compensation for loss of office and in lieu of his notice period.
On 7 September 2007 the shareholders and creditors of the Company were informed that the Creditors Voluntary Arrangement ("CVA"),
entered into on 11 December 2006, had been completed and that the Company had complied fully with the terms of the arrangement and any
claims against it had been completely extinguished.
European Commercial Trust Limited, the Company's significant shareholder, has provided the Company with total funds of �253,430 during
the year to cover administrative expenses.
The Directors will preserve the Company's existing cash resources while actively pursuing acquisition opportunities. To help this,
European Commercial Trust Limited has made further funds available to the Company to continue the search for a suitable candidate.
The Directors are unable to recommend the payment of a final dividend.
Financial risk management
Despite its limited activities, the Company is exposed to a number of financial risks, which are outlined below. Risk management is
carried out by the Directors.
Interest rate risk - the Company is exposed to the risk of interest rate fluctuations on cash reserves. However, with only limited cash
reserves available, the Directors do not consider this area is a significant risk to the Company.
Liquidity risk - the Company's existing cash resources may not be sufficient to cover the costs of a potential transaction or to cover
any working capital requirements of a new group. Accordingly it may be necessary for further funds to be raised before a transaction
occurs.
Directors
The membership of the Board and the interests of the directors and their families in the shares of the Company as at 31 December 2006
(or date appointed if later) and 31 December 2007 were as follows:
Ordinary shares of 0.1p each
31 December 2007 31 December 2006
Richard Payne (appointed 16 August 2007) 150,000 -
Stephen Black (appointed 16 August 2007) - -
Russell Stevens (resigned 16 August 2007) - 84,500,000
Richard Payne and Stephen Black received no remuneration for their services to the Company during the year.
Substantial shareholdings
The only interests in excess of 3 per cent of the issued share capital of the Company, which have been notified to the Company as at 12
June 2008, were as follows.
Ordinary shares of 0.1p each
Number Percentage
European Commercial Trust Limited 84,500,000 24.49%
Pershing Nominees Limited 33,274,206 9.64%
Raven Nominees Limited 26,005,889 7.54%
Barclayshare Nominees Limited 18,475,655 5.36%
TD Waterhouse Nominees (Europe) Limited 15,805,698 4.58%
Hoodless Brennan plc 11,725,406 3.40%
LR Nominees Limited 10,807,326 3.13%
Payment to suppliers
It is the Company's policy to agree appropriate terms and conditions for its transactions with suppliers by means ranging from standard
terms and conditions to individually negotiated contracts and pay suppliers according to agreed terms and conditions, provided that the
supplier meets those terms and conditions. The Company does not have a standard or code that deals specifically with the payment of
suppliers.
As the Company did not trade during the year, no disclosure of creditor days outstanding on trade purchases is possible.
Statement of Director' responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each financial year. In accordance with company law, the
Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the
European Union. The financial statements are required to give a true and fair view of the state of affairs of the Company and of the profit
or loss of the Company for that year. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will
continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial
position of the Company to enable them to ensure the financial statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's
website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information
included in annual reports may differ from legislation in other jurisdictions.
Disclosure of information to the auditors
In the case of each person who was a director at the time this report was approved;
* so far as that director was aware, there was no relevant audit information of which the Company's auditors were unaware; and
* that director had taken all steps that he ought to have taken as a director to make himself aware of any relevant audit
information and to establish that the auditors were aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s234ZA of the Companies Act 1985.
Auditors
A resolution to reappoint Charles Lovell & Co Limited as the Company's auditors will be put to the members at the Annual General
Meeting.
Approval
This report was approved by the Board on 30 July 2008 and signed on its behalf by:
By order of the Board
S Black
Director
30 July 2008
INCOME STATEMENT
Note Year ended 31 Period ended 31 December
December 2007 2006
� �
Administrative expenses - Continuing- (207,197)(353) (185,166)(1,231,973)
Exceptional
Amounts written off investments - (167,953)
Operating loss 3 (207,550) (1,585,092)
Finance income 4 123 7,741
Finance costs - (7)
Loss on ordinary activities before and after 6 (207,427) (1,577,358)
taxation and loss for the year
Loss per share *basic and diluted 7 (0.06)p (0.46)p
There were no recognised gains or losses other than the loss or profit for the period.
Continuing operations
None of the Companies activities were acquired or discontinued during the current period.
STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Profit and loss account Total
� � � �
At 1 August 2005 345,000 1,049,155 74,890 1,469,045
Loss for the financial year (1,577,358) (1,577,358)
Refund of VAT on flotation 61,108 61,108
costs
At 31 December 2006 345,000 1,110,263 (1,502,468) (47,205)
Loss for the financial year (207,427) (207,427)
At 31 December 2007 345,000 1,110,263 (1,709,895) (254,632)
BALANCE SHEET
Note 31 December 31 December
2007� 2006�
ASSETSNon-current assets
Investments 8 - -
Current assets
Trade and other receivablesCash and cash equivalents 910 2,36230,317 1,1642,725
Total current assets 32,679 3,889
Total assets 32,679 3,889
EQUITY AND LIABILITIESCapital and reserves
attributable to the equity holders
Share capital 12 345,000 345,000
Share premium account 1,110,263 1,110,263
Retained losses (1,709,895) (1,502,468)
Total equity (254,632) (47,205)
Current liabilitiesTrade and other payables 11 287,311 51,094
Total equity and liabilities 32,679 3,889
CASH FLOW STATEMENT
Note 31 December 31 December
2007� 2006�
Cash flows from operating
activities
Cash generated from operations 14 27,584 (31,639)
Finance incomeFinance 123- 7,741(7)(14,250)
costsIncome tax paid
Net cash used in operating 27,707 (38,155)
activities
Cash flows from financing
activities
Dividends paidRefund of VAT on (115)- (20,410)61,108
flotation costs
Net cash used in financing (115) 40,698
activities
Net increase/(decrease) in cash 27,592 2,543
and cash equivalents
Cash and cash equivalents at the 2,725 182
beginning of the year
Cash and cash equivalents at the 30,317 2,725
end of the year
NOTES TO THE FINANCIAL STATEMENTS
1 accounting policies
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the
European Union and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS.
Going concern
The financial statements are presented on a going concern basis. The directors have a reasonable expectation that the Company can
continue in operational existence for the foreseeable future under the assumption that a reverse takeover opportunity can be sought and on
the basis of the continued support of the Company's largest shareholder, European Commercial Trust Limited. For this reason the board
continues to adopt the going concern basis in preparing the financial statements.
Critical accounting estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates and judgements that affect the
reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the
reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances.
Exceptional items
Exceptional items are those significant items which are separately disclosed by virtue of their size and incidence to enable a full
understanding of the Company's financial performance. Transactions which may give rise to exceptional items are principally gains or losses
on disposal of investments, subsidiaries and corporate restructurings.
Adoption of new standards
The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU
("IFRS"). The Company has applied IFRS from 1 January 2007 and has restated prior year comparatives to reflect its adoption. Consequently
the Company has applied IFRS 1 to the opening balance sheet at 1 January 2007.
There is no difference in results or cash flows between UK GAAP and IFRS for the year ended 31 December 2007 or in net assets as at 1
January 2007 or 31 December 2007. Consequently, no reconciliation between UK GAAP and IFRS is included.
Investments
Fixed asset investments are stated at cost less provision for permanent diminution in value to the current market value.
Deferred taxation
Deferred tax is provided in full using the balance sheet liability method. Deferred tax is the future tax consequences of temporary
differences between the carrying amounts and tax bases of assets and liabilities shown on the balance sheet. Deferred tax assets and
liabilities are not recognised if they arise in the following situations: the initial recognition of goodwill; or the initial recognition of
assets and liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected
manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the
balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that the future taxable profits will be available against
which the asset can be utilised. The carrying amount of the deferred tax assets are reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at
the accounting date. Transactions in foreign currencies are recorded at the date of the transactions. All differences are taken to the
Profit and Loss account.
Exchange differences arising from the retranslation at year end exchange rates of the investment in foreign undertakings, less exchange
differences on foreign currency borrowings which finance these undertakings are taken to reserves.
Financial instruments
Income and expenditure arising on financial instruments is recognised on the accruals basis, and credited or charged to the profit and
loss account in the financial period to which it relates.
Accounting period
The comparative trading period runs from 1 August 2005 to 31 December 2006 and the current period runs from 1 January 2007 to 31
December 2007.
2 BUSINESS AND GEOGRAPHICAL SEGMENTS
The Directors consider that the Company has no separate business or geographical segments to report on.
3 LOSS on ordinary activities before taxation
The loss on ordinary activities is stated after:
2007 2006
� �
Auditors remuneration 3,500 5,000
Exceptional items relating to the CVA 2,362 1,231,973
4 FINANCE INCOME
2007 2006
� �
Interest receivable 123 7,741
5 DIRECTORS AND EMPLOYEES
The average monthly numbers of employees (including the directors) during the year was as follows:
2007 2006
Number Number
Directors 2 1
The Company's staff costs for the year, including Directors' remuneration, were as follows
2007 2006
� �
Remuneration and other emoluments 63,125 70,750
The remuneration and other emoluments above represent payments made to Russell Stevens in the period prior to his resignation as
director. In addition, payments totalling �155,981 were made to Russell Stevens upon his resignation as a director on 16 August 2007 as
compensation for loss of office and in lieu of his notice period.
6 taxation on profit on ordinary activities
2007 2006
� �
UKcorporation tax - -
Factors affecting tax charge for the period:
(Loss)/profit on ordinary activities before tax (220,804) (1,577,358)
(Loss)/profit on ordinary activities multiplied by (66,241) (473,207)
the standard rate of corporation tax of 30% (2006:
30%)
Effects of:
Exceptional items * CVA creditor write downs - 369,592
Investment impairment - 50,386
Taxation losses to be utilised against prior periods 66,241 53,229
and carried forward to future periods
- -
7 LOSS per share
The calculation of the basic loss per share is based on the loss on ordinary activities after tax and on the weighted average number of
ordinary shares in issue during the year.
Loss Weighted average number of shares Basic loss per share
� pence
Basic and diluted loss per
share
Year ended 31 December 2007 (207,427) 345,000,000 (0.06)
Period ended 31 December 2006 (1,577,358) 345,000,000 (0.46)
8 Investments
The investments in Bidtimes Plc and Meriden Holdings Limited which were written down to nil as at 31 December 2007 were disposed of in
the year under the Creditors Voluntary Arrangement.
9 TRADE AND OTHER RECEIVABLES
2007 2006
� �
Prepayments and accrued income 1,134 1,085
Other debtors 1,228 79
2,362 1,164
10 CASH AND CASH EQUIVALENTS
2007 2006
� �
Cash at bank and in hand 30,317 2,725
11 TRADE AND OTHER PAYABLES
2007 2006
� �
Trade creditors 6,591 529
Dividends 556 672
Other creditors 253,430 30,000
Accruals and deferred income 26,734 19,893
287,311 51,094
12 share capital
2007 2006
� �
Authorised
96,895,000,000 ordinary shares of 0.01p each 9,689,500
3,105,000,000 deferred shares of 0.01p each 310,500
(2006: 2,000,000,000 ordinary shares of 0.1p each) 2,000,000
10,000,000 2,000,000
Allotted, called up and fully paid
345,000,000 ordinary shares of 0.01p each 34,500
3,105,000,000 deferred shares of 0.01p each 310,500
(2006: 345,000,000 ordinary shares of 0.1p each) 345,000
345,000 345,000
On 8 June 2007 the authorised share capital of the Company was increased to �10,000,000 by the creation of 8,000,000,000 new ordinary
shares of 0.1p each.
The deferred shares were created on the share capital reorganisation approved by shareholders on 8 June 2007. The effect of the share
capital reorganisation was to sub-divide and re-classify each existing ordinary share into one new ordinary share of 0.01 pence and nine
deferred shares of 0.01 pence.
The deferred shares have no voting or dividend rights and, on a return of capital, the right only to receive the amount paid up thereon
after the holders of New Ordinary Shares have received the aggregate amount paid up thereon plus �100 per New Ordinary Share.
13 financial instruments
The Company uses financial instruments comprising cash and short term deposits. It does not enter into derivative transactions such as
interest rate swaps, forward rate agreements or forward currency contracts. The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
The Company has assets and liabilities in Pounds Sterling.
The Company policy throughout the year has been to ensure continuity of funding with all cash deposits being recoverable on demand.
Cash and short term deposits at 31 December 2007 totalled �30,302 (2006: �2,725) and yield interest at LIBOR.
The fair values of financial assets and liabilities are not materially different from their book values.
14 RECONCILIATION OF OPERATING PROFIT WITH NET CASH FLOW FROM OPERATING ACTIVITIES
2007 2006
� �
Operating loss (207,550) (1,417,139)
Decrease/(increase) in debtors (1,198) 1,384,693
Increase in creditors 236,332 807
Net cash inflow/(outflow) from operating activities 27,584 (31,639)
15 RELATED PARTY TRANSACTIONS
The Directors are the persons who have authority for planning, controlling and directing the activities of the Company. Information
regarding their compensation is given below:
2007 2006
� �
Short term benefits
Richard Payne -
StephenBlack -
Russell Stevens 63,125 59,500
Derek Hall - 11,250
70,750
Compensation for loss of office
Russell Stevens 120,731 -
70,750
The Company has received a loan of �253,430 (2006 - �nil) from European Commercial Trust Limited, a significant shareholder in the
Company. This loan was used to provide working capital for the Company and to compensate Mr Stevens for his loss of office.
16 STATUTORY INFORMATION
The financial information set out above does not constitute the Company's statutory financial statements for the years ended 31 December
2007 and 31 December 2006 but is derived from those financial statements. Statutory financial statements for 2006 have been delivered to the
Registrar of companies and those for 2007 will be delivered in due course. The auditors have reported on those financial statements; their
reports were (i) unqualified, (ii) included a reference by way of emphasis to note 1 of the financial statements concerning the Company's
ability to operate as a going concern without qualifying their report and (iii) did not contain a statement under section 237(2) or (3) of
the Companies Act 1985.
17 AVAILABILITY OF THE REPORT AND ACCOUNTS
Copies of the Report and Accounts for the year ended 31 December 2007 will be distributed to shareholders shortly and will be available
to download from www.meriden-group.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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