ARTA.L Regulatory News (ARTA)

23 Nov 2005 17:18

Future Internet Technologies PLC23 November 2005 Future Internet Technologies plc Preliminary Announcement CHAIRMAN'S REPORTFOR THE YEAR ENDED 30 JUNE 2005 As shareholders are aware, the Company was admitted to trading on AIM inFebruary 2000. By the end of its financial year to 30 June 2002, it had acquiredand disposed of a trading business and had become an investment company with aresidual holding in Magically Inc, a private Hong Kong based internet company.During the period under review the Company had no trading business and the lossof £5,630 reported for the twelve months to 30 June 2005 reflects some modestconsultancy income and interest receivable offset by the costs associated withbeing a company quoted on AIM and a £15,000 provision against its investment inMagically, which has now been fully provided for and the carrying value writtendown to nil. It has been the Directors intention to find an acquisition that would returnvalue to shareholders and would offer them the potential of future returns. TheCompany has today announced the placing of 160,000,000 ordinary shares of 1peach (Ordinary Shares") at 5p per share. The gross proceeds of the placing of £8million will be used to enable the Board to further its investment strategy,which is described more fully below. The terms of the placing also include theissue, subject to shareholder approval, of 1 warrant for every 2 Ordinary Sharessubscribed for. The number of shares that would be issued on full exercise ofthe warrants exceeds the level of disapplication granted by shareholders to theBoard, so the issue of these warrants requires a further disapplication ofstatutory pre-emption rights and a resolution to effect this is included in thenotice of the Annual General Meeting. Each warrant entitles the holder toacquire one Ordinary Share at any time until 31 December 2007 at 12p per share.The terms of these warrants includes the ability of the Company to shorten theexercise period in certain circumstances. The Directors, Richard Armstrong andPeter Redmond, are participating in the placing as to 1,000,000 and 200,000Placing Shares respectively and will receive, subject to shareholder approval,the associated warrants. The Company is also issuing 20 million warrants, in this instance exercisable at15p per share at any time until 31 December 2007, to each of Cold InvestmentsLimited and Indigo Capital LLC in recognition of their role in the placing andin order to provide them with an incentive to work with the Board in identifyingacquisition targets. The Directors, who did not receive any salary or other remuneration in the lastfinancial year, are proposing that they be each granted, subject to shareholderapproval as part of the warrant issue, warrants to subscribe for up to 1 millionOrdinary Shares at 15p per share at any time until 31 December 2007 by wayrecompense for their services to the Company. Insinger de Beaufort consider that the terms of the participation of theDirectors in the placing and the issue to them of the 2 million warrants arefair and reasonable insofar as the Company shareholders are concerned. The AIM Rules now require a company that has become a cash shell by divestingitself of its business interests to seek shareholder approval for its investmentstrategy going forward at its next annual general meeting. Thus, one of theresolutions to be put to shareholders at the forthcoming Annual General Meetingto be held on 22 December 2005 will seek approval for the Board's investmentstrategy, as described below. The Directors will be actively seeking to acquire companies or businesses thatare well positioned in business areas with above average growth potential.These may include communications technologies and services addressing theconsumer and business markets. The Directors will focus their search in the UKand the US, but will be prepared to consider an acquisition outside theseregions if a strong candidate is identified. Any such opportunities areexpected to have an established footprint with a proven track record and strongexisting sales and management. The Directors consider that their broad collective experience in corporatefinance and corporate broking will assist them in the identification andevaluation of acquisition targets. Where necessary, they will engage externalprofessionals to assist in this process and subsequent due diligence. TheDirectors also believe that their relationship with Cold Investments Limited andIndigo Capital LLC, together with the much greater attractiveness of the Companyfollowing the placing, will provide enhanced access to suitable acquisitioncandidates. R ArmstrongChairman 23 November 2005 PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 30 JUNE 2005 2005 2004 Notes £ £TURNOVER - -Administrative expenses 30,880 66,111 (30,880) (66,111)Other operating income 15,000 4,238OPERATING LOSS (15,880) (61,873)Amounts written off Investments (15,000) -LOSS ON ORDINARY ACTIVITIES (30,880) (61,873) BEFORE FINANCE CHARGESFinance charges (net) 25,250 19,444LOSS ON ORDINARY ACTIVITIES (5,630) (42,429) BEFORE TAXATIONTax on loss on ordinary activities - -LOSS FOR THE FINANCIAL YEAR (5,630) (42,429) AFTER TAXATIONRETAINED LOSS FOR THE YEAR (5,630) (42,429)LOSS PER SHARE IN PENCE 1 ( 0.03) (0.26) CONTINUING OPERATIONS None of the company's activities were acquired or discontinued during thecurrent and previous years. TOTAL RECOGNISED GAINS AND LOSSES The company has no recognised gains or losses other than the profit for thecurrent year and the loss for the previous year. BALANCE SHEET30 JUNE 2005 2005 2004 £ £FIXED ASSETSInvestments 17,500 32,500CURRENT ASSETSDebtors 4,996 6,596Cash at bank 552,870 550,417 557,866 557,013CREDITORSAmounts falling due within one year 15,696 24,213NET CURRENT ASSETS 542,170 532,800TOTAL ASSETS LESS CURRENT LIABILITIES 559,670 565,300CAPITAL AND RESERVESCalled up share capital 4,653,731 4,653,731Share premium 2,595,822 2,595,822Profit and loss account (6,689,883) (6,684,253)SHAREHOLDERS' FUNDS 559,670 565,300 CASH FLOW STATEMENTFOR THE YEAR ENDED 30 JUNE 2005 2005 2004 Notes £ £Net cash outflowfrom operating activities 1 (22,797) (65,108) Returns on investments and servicing of finance 2 25,250 19,444 2,453 (45,664) Payments to acquire Investments - (17,500) Net cash outflow before management ofLiquid resources and financing 2,453 (63,164) Management of liquid resourcesFunds (placed on)/ taken off deposit (25,432) 57,965 Financing -- - (22,979) (5,199)Decrease in cash in the period Reconciliation of net cash flowto movement in net fundsDecrease in cash in the period (22,979) (5,199)Cash inflow/(outflow) from decrease/(increase) In liquid funds 25,432 (57,965) Movement in net funds in the period 2,453 (63,164)Net funds at 1 July 550,417 613,581Net funds at 30 June 552,870 550,417 NOTES TO THE PRELIMINARY ANNOUNCEMENTFOR THE YEAR ENDED 30 JUNE 2005 1. LOSS PER SHARE Loss per ordinary share has been calculated using the weighted average number ofshares in issue during the relevant financial years. The weighted average numberof shares in issue was 2005: 16,050,006 (2004 16,050,006) and the earningsattributable to shareholders, being losses before tax, were £5,630 (2004:£42,429) 2. STATUS The financial information set out above does not comprise the Company'sstatutory accounts. The figures for the year ended 30 June 2004 are extractedfrom the statutory accounts which have been filed with the Registrar ofCompanies. The auditors report on these accounts was unqualified and did notcontain a statement under Section 237 (2) or (3) of the Companies Act 1985. Thefigures for the year to 30 June 2005 have been audited and the statutoryaccounts for that period will be mailed to shareholders shortly. 3. POSTING OF ACCOUNTS The accounts are being sent to shareholders and further copies will be availablefrom Morrison & Foerster, City Point, One Ropemaker Street, London EC2Y 9AW This information is provided by RNS The company news service from the London Stock Exchange