Last checked at 30 Apr 2009 14:00
BATM Advanced Communications
ANNUAL FINANCIAL REPORT - DTR 6.3.5 Disclosure
Following the release on 17 March 2009 of the Company's Preliminary Results Announcement for the financial year ended 31 December 2008 (the 'Preliminary Announcement'), the Company announced on 30 April 2009 that the 2008 Annual Report and Accounts had been published. These documents will be dispatched to shareholders on 27 May 2009 and have been made publicly available on the BATM website (www.batm.com). The annual report can be found in Investor Relations under Annual reports. The direct link is http://www.batm.com/int/index/en/annualreports
In compliance with 9.6.1 of the Listing Rules, on 30 April 2009 the Company submitted to the UK Listing Authority two copies of the 2008 Annual Report and Accounts.
In accordance with paragraph 6.3.5 (2) (b) of the Disclosure and Transparency Rules (DTR) additional information is set out in the appendices to this announcement.
The Preliminary Announcement includes an indication of the important events that occurred during the year and a condensed set of the financial statements.
The Company's auditor has reported on the accounts and its reports are unqualified. The Independent Auditor's Report on the Group financial statements is set out in full on page 18 of the 2008 Annual Report and Accounts.
References to page numbers and notes to the accounts set out in the Appendices below refer to page numbers and notes to the accounts in the Company's 2008 Annual Report and Accounts.
APPENDIX A - DIRECTORS' RESPONSIBILITY STATEMENT
The 2008 Annual Report and Accounts contain a responsibility statement in compliance with paragraph 4.1.12 of the DTR. The directors' responsibility statement is set out on page 11 of the 2008 Annual Report and Accounts for the Group. This statement is set out below in full and unedited text.
The directors are responsible for preparing the Annual Report, the Remuneration Report and the financial statements in accordance with applicable laws and regulations. The directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards (IFRS) and have also elected to prepare financial statements for the company in accordance with IFRS. Company law requires the directors to prepare such financial statements.
International Accounting Standard 1 requires that financial statements present fairly for each financial year the company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the Preparation and Presentation of Financial Statements'. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards.
Directors are also required to:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and
• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a directors' report and directors' remuneration report which comply with the Listing Rules and the Disclosure and Transparency rules.
Legislation in Israel governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
We confirm to the best of our knowledge:
1. the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit of the company and the undertakings included in the consolidation taken as a whole; and
2. the chairman's statement and the directors' report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.'
APPENDIX B - RISKS AND UNCERTAINTIES
The principal risks and uncertainties are set out on page 9 of the 2008 Annual Report and Accounts. The full and unedited text relating to these disclosures are set out below:
'The Group has recently entered the Medical and Surveillance sectors. These are new markets in which the Group has relatively little experience. The success of the Group's investments in these sectors are thus uncertain with consequent risk to the amounts invested.
The Group has made acquisitions which do not attain one hundred per cent ownership of the target Companies. As a result the group has minority interests, which are usually the local management of the subsidiaries. Relationships with these minority interests are important and carry certain risks.
The Group has several significant indirect sales channels. The loss of any one or more of these channels would have a negative impact on the performance of the Group.
The Global Telecoms market is experiencing a significant amount of uncertainty as a result of the Global financial crisis, and future sales have lower visibility.
The Company has an ongoing process for identifying, evaluating and managing the significant risks faced by the Company that has been in place for 2008 and up to the date of approval of the annual report and financial statements. Principal controls are managed by the executive directors and key employees, including regular review by management and the Board of the operations and the financial statements of the Company.'
APPENDIX C - RELATED PARTY TRANSACTIONS
The related party transactions are set out in note 35 to the Group accounts on page 57 of the 2008 Annual Report and Accounts. The full and unedited text relating to these disclosures are set out below:
'Remuneration of key management personnel
The remuneration of the directors, who are the key management personnel of the group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual directors is provided in the audited part of the Directors' Remuneration Report on pages 14 to 17.
| 2008 $'000s | 2007 $'000s | ||
| Short-term employee benefits | 957 | 1,305 | |
| Post-employment benefits | 21 | 17 | |
| Other long-term benefits | 26 | 25 | |
| Termination benefits | 32 | 27 | |
| Share-based payment | 225 | 262 | |
| 1,261 | 1,636 | ||
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