RNS Number : 6159E
TV Commerce Holdings PLC
30 September 2008
TV COMMERCE HOLDINGS PLC (THE "COMPANY")
HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2008
TV Commerce Holdings plc is pleased to announce its half-yearly results for the six months ended 30 June 2008.
CHAIRMAN'S STATEMENT
As we announced on 10 September 2008, it is proposed that the Company becomes an investing company, pursuant to the AIM Rules for
Companies with an investing strategy, shareholder consent for which is being sought at the Annual General Meeting to be held later today.
Conditional upon this consent, the Company will continue to seek investment opportunities and further announcements will be made in this
respect in due course.
We also announced that the Company is proposing a capital reorganisation and fund raising, shareholder consent for which is also is
being sought at an Extraordinary General Meeting, also to be held later today.
Shareholders should be aware that, whilst the Company has received limited financial support from a substantial shareholder to meet a
shortfall against present requirements, should the resolutions put to shareholders at the AGM and EGM later today not be passed then the
Directors are not satisfied the Company will continue to be able to meet its liabilities when they fall due. In the absence of alternative
sources of finance, the Company may not be able to continue to operate.
The Company's financial results for the six months ended 30 June 2008 are set out below.
Andrew Mintern
Chairman
30 September 2008
For further information contact:
Vince Stanzione, CEO TV Commerce Holdings plc Tel: 01344 845 000
David Newton, Nominated Dowgate Capital Advisers Ltd Tel: 020 7492 4777
Adviser
Neil Badger, Broker Dowgate Capital Stockbrokers Ltd Tel: 01293 517 744
CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2008
Six months ended Six months ended Year ended
30 Jun 08 30 Jun 07 31 Dec 07
Unaudited Unaudited Audited
� � �
Note
Discontinued Operations - 209,381 199,724
Revenue :
Cost of sales - (123,954) (114,576)
------------ ------------ ------------
Gross profit - 85,427 85,148
------------ ------------ ------------
Other operating income - 41,528 38,436
Administrative expenses (25,078) (166,603) (238,006)
------------ ------------ ------------
Loss before operations (25,078) (39,648) (114,422)
------------ ------------ ------------
Finance revenue 3,252 4,104 14,555
Finance Costs - - (493)
------------ ------------ ------------
Loss before tax (21,826) (35,544) (100,360)
Taxes - - -
------------ ------------ ------------
Loss for the period from (21,826) (35,544) (100,360)
discontinued operations
------------ ------------ ------------
Attributable to:
Equity holders of the Group (21,826) (35,544) (100,360)
Earnings per share 5
Discontinued operations (0.03) (0.06) (0.16)
CONSOLIDATED BALANCE SHEET
FOR THE SIX MONTHS ENDED 30 JUNE 2008
Unaudited Unaudited Audited
30 Jun 08 30 Jun 07 31 Dec 07
� � �
Non-current assets
Property, plant and equipment - - -
------------ ------------ ------------
- - -
Current assets
Trade and other receivables - - -
Cash and cash equivalents - - -
------------ ------------ ------------
Disposal Group held for Sale 3,031 523,610 441,135
------------ ------------ ------------
Total Assets 3,031 523,610 441,135
======= ======= =======
EQUITY AND LIABILITIES
Called-up share capital 64,180 641,796 641,796
Share premium account - 624,066 624,066
Merger reserve 66,351 66,351 66,351
Retained earnings (160,105) (875,243) (940,059)
------------ ------------ ------------
Total equity (29,574) 456,970 392,154
------------ ------------ ------------
Current liabilities
Trade and other payables - - -
------------ ------------ ------------
- - -
------------ ------------ ------------
------------ ------------ ------------
Disposal Group held for sale 32,605 66,640 48,981
------------ ------------ ------------
Non-Current liabilities
Long-term borrowings - - -
------------ ------------ ------------
- - -
------------ ------------ ------------
Total Liabilities 32,605 66,640 48,981
------------ ------------ ------------
Total Equity and Liabilities 3,031 523,610 441,135
======= ======= =======
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2008
Share Share Merger Retained Earnings Unaudited
capital premium reserve Total
� � � �
Balance at 1 January 2007 641,796 624,066 66,351 (839,699) 492,514
Loss for the period - - - (35,544)
attributable to equity holders (35,544)
------------ ------------ ------------ ------------ ------------
Balance at 30 June 2007 641,796 624,066 66,351 (875,243) 456,970
------------ ------------ ------------ ------------ ------------
Balance at 1 January 2008 641,796 624,066 66,351 (940,058) 392,155
Loss for the period - - - (21,826)
attributable to equity holders (21,826)
Capital reduction (577,616) (624,066) - 1,201,682 -
Capital distribution - - - (399,903) (399,903)
------------ ------------ ------------ ------------ ------------
Balance at 30 June 2008 64,180 - 66,351 (160,105) (29,574)
======= ======= ======= ======= =======
CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2008
Six months ended Six months ended Year ended
30 Jun 08 30 Jun 07 31 Dec 07
Unaudited Unaudited Unaudited
� � �
Cash Flows from discontinued operating Activities
Cash outflow from operations
Loss before tax (21,826) (35,544) (100,360)
Finance revenue (3,252) (4,103) (14,555)
Finance cost - - 493
Depreciation - 3,092 -
Decrease in trade and other receivables 2,888 387,850 423,706
Decrease in trade and other payables (16,376) (139,250) (156,909)
Loss on disposal of assets - (41,528) (38,436)
------------ ------------ ------------
Net cash generated/(outflow) from operations (38,566) 170,517 113,939
======= ======= =======
Cash flows from investing activities
Purchase of property, plant and equipment - - -
Disposal of property, plant and equipment - 48,936 48,936
Interest received 3,252 4,103 14,555
Interest paid - - (493)
------------ ------------ ------------
Net cash generated in investing activities 3,252 53,039 62,998
------------ ------------ ------------
Cash flows from financing activities
Capital distribution (399,903) - -
------------ ------------ ------------
Net cash used in financing activities (399,903) - -
------------ ------------ ------------
Net increase/(decrease) in cash and cash (435,217) 223,556 176,937
equivalents
Cash and cash equivalents ay beginning of year 438,247 261,310 261,310
------------ ------------ ------------
Cash and cash equivalents at end of year 3,030 484,866 438,247
======= ======= =======
NOTES TO THE HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2008
1 Financial Information and Basis of Preparation
The unaudited financial information comprises the consolidated half-yearly balance sheets as at 30 June 2008 and 30 June 2007 and the
related consolidated half-yearly statements of income, change in equity and cash flows and related notes for six months ended (hereinafter
referred to as the "financial information").
The financial information, including the comparative figures for the year ended 31 December 2007, do not constitute statutory financial
statements for the purposes of Section 240 of the Companies Act 1985. A copy of the statutory financial statements for the year ended 31
December 2007, prepared in accordance with the recognition and measurement criteria of the International Financial Reporting Standards
(IFRS) as adopted by the European Union, has been delivered to the Registrar of Companies and contained an unqualified auditors' report in
accordance with Section 235 of the Companies Act 1985.
The half-yearly financial information has been prepared in accordance with the recognition and measurement requirements of IFRS as
endorsed by the European Union. The Directors do not consider that there are any changes to the Group's accounting policies set out in the
2007 Annual Report. As permitted, the Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this half-yearly
financial information.
2 Going Concern
The half-yearly financial information has been prepared on the basis that the Group is not a going concern following a decision to cease
trading activities on 28 February 2007. A revised investment strategy was approved by the shareholders at last the Annual General Meeting.
In line with AIM Rule 15, the Group will then have 12 months from the date of the last Annual General Meeting to implement its investing
strategy or complete a reverse takeover.
Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund
existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with
its key shareholders and other providers of finance with a view to a fundraising which, as a result, has led to the publication of a
circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term, the Company will receive
limited financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not
satisfied the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to
determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to
operate.
3 Basis of Consolidation
The half-yearly financial information consolidates the Financial Statements of TV Commerce Holdings PLC and all its subsidiary
undertakings made up to 31 June 2008 accounted for under merger accounting. Profits and losses on intra-group transactions are eliminated on
consolidation.
4 Capital Reduction
On 23 January 2008, Court approved a capital reorganisation within the Company. This reduced the authorised share capital of the Company
from �1,250,000 divided into 125,000,000 Ordinary Shares of 0.1p each and 1,125,000,000 Deferred Shares of 0.1p each to �125,000 divided
into 125,000,000 Ordinary Shares of 0.1p each and cancelled the share premium account of the Company.
As a result the issued share capital decreased from �641,796 divided into 64,179,932 Ordinary Shares of 0.1p each and 577,616,688
Deferred Shares of 0.1p to �64,180 divided into 64,179,932 Ordinary Shares of 0.1p each.
The resolution also required, conditional to the Court's approval to the capital reorganisation, that the amount standing to the credit
of the share premium account be cancelled; and that the Deferred Shares also to be cancelled and extinguished.
On 17 March 2008, �399,903.29 was returned to shareholders via a payment of 0.6231p per share in relation to the capital reduction.
5 Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the following data:
30 Jun 08 30 Jun 07 31 Dec 07
� � �
Discontinuing activities (21,826) (35,544) (100,360)
------------ ------------ ------------
Number of shares 30 Jun 08 30 Jun 07 31 Dec 06
Weighted average number of shares 64,179,632 64,179,632 64,179,632
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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