CTNA.L Regulatory News (CTNA)

22 Jun 2009 07:05



Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment

Westside Acquisitions plc ('Westside')

Final Results

Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2008.

Chairman's Statement and Chief Executive's Review

The audited consolidated accounts for the year ended 31 December 2008 show a loss before taxation of £1,160,281 (2007: loss of £122,854).

Westside's net cash balances as at 31 December 2008 were £1,095,007 (2007: £1,682,700)

The experience of 2008 was really a year which continued the trend established in the second half of 2007.

In our 2007 annual statement we warned that market conditions were likely to be unsettled and uncertain, but the turmoil which ensued throughout 2008 - starting with the liquidity strains experienced in the banking sector from August 2007 - have become progressively more serious such that conditions are now recognised as the worst in possibly 75 years.

The result in 2008 has been the unpleasant experience of seeing some of the largest banks in our universe require financial assistance to maintain their liquidity and solvency.

Westside holds 75 million ordinary shares of Pantheon Leisure PLC ("Pantheon") representing 62.5% of the issued share capital where both the ordinary shares and warrants trade on AIM.

Pantheon made a loss of £170,904 for the year ended 31 December 2008 (2007: loss £210,642).

In 2008, Pantheon has reported that the turnover of its subsidiary, Sport in Schools Ltd was £518,034 (2007: £306,915) an increase of 69% over 2007. The turnover of the 5-a-side football activity for the year was £552,204 (2007: £583,040) a reduction of 5%.

In the current year, Pantheon is budgeting for a continuation of its improving trend with the expectation that Sport in Schools will again generate significant additional turnover and that 5-a-side football will continue to maintain its level of activity despite the current recessionary climate. 

Reverse Take-Over Investments plc ("RTI") has investments in five companies whose ordinary shares and warrants trade on AIM and holds 18.75% of Ethanol 10 plc, which is unquoted.

At 31 December 2008 the fair value of our holdings of listed investments was £773,000 (2007: £2,638,942) against an original cost of £774,498 (2007: £774,498)

At the year end:

RTI held 22.54 million ordinary shares in ADDleisure plc (10.75% of the issued share capital), a company which develops products and services in the health and leisure sectors. BUPA holds a 28.9% stake in ADDleisure. On 2 March 2009, RTI's investment in ADDleisure was sold to Pantheon Leisure for £500,000.

RTI held 1.8 million ordinary shares in York Pharma plc (3.8% of the issued share capital), a company which sells a range of dermatological products available on prescription to wholesalers, hospitals and general practitioners. York Pharma holds 68 patents on 13 patent families of dermatology products for which it is at different stages of seeking regulatory approval. On 22 March 2009, shares in York Pharma were suspended from trading as the company announced that it had received an approach that might or might not lead to an offer for its share capital. 

RTI held 23 million ordinary shares in Messaging International plc (9.8% of the issued share capital) a company which is a leading provider of text to landline messaging services on a worldwide basis working with blue chip telecom providers such as Verizon, SprintNextel and Rogers Wireless. 

RTI held 800,000 ordinary shares in Cheerful Scout plc (8.2% of the issued share capital), a company which is a multi media specialist ranging from the provision of DVD and short film production to cutting edge conference and visualization technology. 

RTI held 20 million ordinary shares in Astek Group plc (28.5% of the issued share capital), a company which is a dental designer, manufacturer and distributor. Astek has an extensive portfolio including prosthetic products for dentures and innovative products relating to the prevention of cross infection. 

RTI held 3.75 million ordinary shares in Ethanol 10 plc (18.75% of the issued share capital) a company which was formed to develop and build an Ethanol producing plant in the Dominican Republic. In view of the significant fall in the price of oil in 2008, substantial provision has been made against the cost of this investment.

There is little doubt that operating conditions in 2009 will continue to be difficult. On the positive side, Pantheon is building a business that we continue to believe does have some serious potential. Elms Sport in Schools is a brand in the making and should promote sponsorship opportunities in the future. The portfolio of investments held by RTI has suffered considerably in the bear market but the respective management teams of the individual companies remain confident that their business models are sound. Since the year end we have raised additional capital of £500,000.

In conclusion, we can only hope that the aggressive actions taken by the various governmental and financial authorities around the world will at the very least enable business to function in such a strong and unprecedented recessionary climate.

Electronic Communications

The directors wish to utilise the new provisions of the Companies Act 2006 to allow them to send documents or information electronically, thereby reducing printing and postage costs. Accordingly, Resolution 5 is being proposed as a special resolution at the annual general meeting, to make certain amendments to the company's articles of association to authorise the company to send documents and information to shareholders using electronic means which includes making them available on the company's website and to ensure that the relevant notice and service provisions in the company's articles of association shall apply to electronic communications.

R L Owen

G M Simmonds

18 June 2009

* * ENDS * *

For further information please visit www.westsideacquisitions.com or contact:

Geoffrey Simmonds	Westside Acquisitions Plc	Tel: 020 7935 0823
Mark Percy	Seymour Pierce Limited	Tel: 020 7107 8000
Susie Callear	St Brides Media & Finance Limited	Tel: 020 7236 1177

Consolidated income statement for the year ended 31 December 2008

				2008		2007
		Notes		£		£
Continuing operations
Revenue				1,076,857		1,575,055
Cost of sales				(714,824)		(693,868)
Gross profit				362,033		881,187
Administrative expenses				(1,088,685)		(1,096,184)
Provision for impairment in value of available -for- sale investments				(495,756)		-
				(1,584,441)		(1,096,184)
Operating loss				(1,222,408)		(214,997)
Financial income				62,127		92,143
Loss before taxation				(1,160,281)		(122,854)
Taxation		3		(143,822)		(111,512)
Loss for the year from continuing operations				(1,304,103)		(234,366)
Discontinued operations
Profit for the year from discontinued operations				-		6,426
Loss after taxation				(1,304,103)		(227,940)

Attributable to:
Equity holders of the parent company				(1,240,014)		(148,949)
Minority interest				(64,089)		(78,991)
				(1,304,103)		(227,940)

Continuing operations
Basic and diluted loss per share		4		(1.11)p		(0.136)p
Discontinued operations
Basic and diluted earnings per share		4		-		0.003p

Continuing and discontinued operations

Basic and diluted loss per share

4

(1.11)p

(0.133)p

Consolidated statement of recognised income and expense 

			2008		2007
	Notes		£		£
Revaluation losses on available-for-sale investments taken to equity			(1,440,186)		(1,484,094)
Tax on items taken directly to equity			445,604		482,518
Net expense recognised directly in equity			(994,582)		(1,001,576)
Transferred to profit or loss on sale of available-for-sale investments			-		(487,500)
Tax on items transferred from equity			-		146,250
			(994,582)		(1,342,826)
Loss for the year			(1,304,103)		(227,940)
Total recognised income and expense for the year			(2,298,685)		(1,570,766)
Attributable to equity holders of the parent			(2,234,596)		(1,491,775)
Attributable to minority interests			(64,089)		(78,991)
	6		(2,298,685)		(1,570,766)

Consolidated balance sheet as at 31 December 2008

			Notes	2008		2007
				£		£
Non current assets
Goodwill				59,954		59,954
Property, plant and equipment				108,227		13,618
Deferred tax asset			5	11,426		16,181
Total non-current assets				179,607		89,753
Current assets
Available-for-sale investments				778,000		2,713,942
Trade and other receivables				88,762		123,558
Cash and cash equivalents				1,128,956		1,787,500
Total current assets				1,995,718		4,625,000
Total assets				2,175,325		4,714,753
Current liabilities
Trade and other payables				324,775		284,292
Bank overdraft				33,949		104,800
Borrowings				21,152		-
Total current liabilities				379,876		389,092
Non-current liabilities
Deferred taxation			5	-		306,537
Borrowings				75,010
Total non-current liabilities				75,010		306,537
Total liabilities				454,886		695,629
Net assets				1,720,439		4,019,124
Equity
Share capital				1,112,378		1,112,378
Share premium account				292,179		292,179
Capital redemption reserve				182,512		182,512
Merger reserve				325,584		325,584
Fair value reserve				196,562		1,191,144
Retained earnings				(526,059)		713,955
Equity attributable to shareholders' of the parent company			6	1,583,156		3,817,752
Minority interest			6	137,283		201,372
Total Equity				1,720,439		4,019,124

Consolidated cash flow statement for the year ended 31 December 2008

		Notes		2008		2007
				£		£
Cash flow from operating activities
Loss before taxation on continuing operations				(1,222,408)		(214,997)
Profit before taxation on discontinued operations				-		6,426
				(1,222,408)		(208,571)
Adjustments for:
Provision for impairment in value of available
for sale of investments				495,756		-
Share based payment charges				-		13,000
Profit on sale of property, plant and equipment				(6,383)		-
Depreciation				21,051		-
Operating cash flow before working capital movements				(711,984)		(195,571)
Net purchases of available-for-sale investments				-		(222,500)
Decrease/(increase) in receivables				34,796		(32,403)
Increase/(decrease) in payables				40,483		(6,799)
Net cash used in operating activities				(636,705)		(457,273)
Investing activities
Property, plant & equipment acquired				(29,750)		-
Proceeds from sale of property, plant and equipment				20,000		-
Financial income (net)				62,127		92,143
Net cash used in investing activities				(584,328)		(365,130)
Financing activities
Issue of equity capital				-		45
Dividends paid				-		(111,237)
Loan advanced				20,000		-
Hire purchase repayments				(23,365)		-
Net cash used in financing activities				(3,365)		(111,192)
Net change in cash and cash equivalents		8		(587,693)		(476,322)
Cash and cash equivalents and bank overdraft at the beginning of the year		8		1,682,700		2,159,022
Cash and cash equivalents and bank overdraft at the end of the year		8		1,095,007		1,682,700

Notes to the financial statements

1.	General Information

These financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.

This preliminary announcement is authorised for issue by the Board on 18 June 2009. The financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and applying the same accounting policies and bases of calculation and estimation as applied in the previous annual financial statements.

The financial information is unaudited and does not constitute statutory accounts within the meaning of Section 240(5) of the Companies Act 1985 ('the Act'), but have been extracted there from. The financial statements for the year ended 31 December 2007, on which the auditors gave an unqualified opinion, have been filed with the Registrar of Companies and contain no statement under Sections 237(2) or (3) of the Act. The auditors have reported their opinion on the financial statements for the year ended 31 December 2008 on 16 June 2009. The auditors gave an unqualified opinion, and made no statement under Sections 237(2) or (3) of the Act.

2.	Business Segment Analysis

Segmental information with regard to activities is disclosed below. The investment segment constitutes the results of Reverse Take-Over Investments Plc. During the year, there were no sales of shares in the investee companies. The sport and leisure segment constitutes the activities of Pantheon Leisure PLC.

All turnover, profit, assets and liabilities relate to operations undertaken in the UK.

Revenue and loss before taxation comprised:

	2008				2007
	Revenue		Loss		Revenue		(Loss)/Profit
	£		£		£		£
Continuing operations (see below)	1,076,857		(1,160,281)		1,575,055		(122,854)
Discontinued Operations	-		-		148,960		6,426
Total	1,076,857		(1,160,281)		1,724,015		(116,428)

Year Ended 31 December 2008
	Investment		Sports and leisure				Consolidated
Results from continuing operations	£		£				£
Revenue	-		1,076,857				1,076,857
Segment operating losses	(716,966)		(201,202)				(918,168)
Unallocated corporate expense							(304,240)
Operating loss							(1,222,408)
Financial income							62,127
Loss before taxation							(1,160,281)
Taxation							(143,822)
Loss after taxation from continuing activities							(1,304,103)
Year ended 31 December 2007
							Consolidated
Results from continuing operations	£		£				£
Revenue	675,000		900,055				1,575,055
Segment operating profit/(loss)	407,441		(276,072)				131,369
Unallocated corporate expense							(346,366)
Operating loss							(214,997)
Financial income							92,143
Loss before taxation							(122,854)
Taxation							(111,512)
Loss after taxation from continuing activities							(234,366)

Balance sheet at 31 December 2008
	Investment		Sports and leisure		Discontinued		Consolidated
	£		£		£		£
Segment assets	778,000		100,106		-		878,106
Unallocated corporate assets							1,297,219
Consolidated total assets							2,175,325
Segment liabilities	49,528		288,758		-		338,286
Unallocated corporate liabilities							116,600
							454,886
	£		£
Capital additions	-		29,750
Depreciation charge	-		2,393
Balance sheet at 31 December 2007
							Consolidated
	£		£		£		£
Segment assets	2,713,942		107,409		-		2,821,351
Unallocated corporate assets							1,893,402
Consolidated total assets							4,714,753
Segment liabilities	1,500		229,323		20,000		250,823
Unallocated corporate liabilities							444,806
							695,629

Unallocated assets include group cash balances, plant and equipment, group deferred tax assets and other receivables attributable to the parent company. Unallocated liabilities include group bank overdraft, deferred taxation and trade and other payables attributable to the parent company.

3.

Tax

					2008		2007
					£		£
Current tax charge					-		-
Deferred tax expense
Origination and reversal of temporary differences					143,822		126,905
Change in rate of corporation tax					-		(15,393)
Total deferred tax charge					143,822		111,512
Tax expense in income statement					143,822		111,512

The group has tax losses of £4,267,000 (2007: £3,130,000) which includes £2,215,000 (2007:£1,466,000) in relation to the company's subsidiary undertakings. Where it is anticipated that future taxable profits will be available to utilise these losses a deferred tax asset or a reduction in deferred tax liability has been recognised as appropriate. Tax losses available in the parent company are available for offset only against income and gains of that company.

Factors affecting the tax charge in the year

				2008		2007
				£		£
Loss on ordinary activities before taxation				(1,160,281)		(122,854)
Loss on ordinary activities before taxation at the standard rate of UK corporation tax of 28% (2007: 30%)				(324,879)		(36,856)
Effects of:
Expenses not deductible for tax purposes				5,669		21,315
Temporary differences in respect of depreciation and capital allowances not reflected in deferred tax				1,389		-
Deferred tax asset recognised at the future rate of 28% not 30%				-		15,393
Deferred tax asset in respect of unutilised losses no longer considered recoverable				139,067		-
Unutilised tax losses not recognised as a deferred tax asset				280,306		111,660
Impairment loss on available for sale investments not deductable				42,270		-
Tax charge				143,822		111,512

4.	Loss per Share

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £1,240,014 (2007: £148,949) and on the weighted average number of shares in issue during the year, which was 111,237,776 (2007:111,237,776). 

In view of the group loss for the year, share warrants and options to subscribe for ordinary shares in the company are anti-dilutive and therefore diluted earnings per share information is not presented. There are options and warrants outstanding at 31 December 2008 on 33,348,464 shares (2007:33,348,464) that could potentially dilute basic earnings per share in future. 

At 31 December 2008, there were outstanding options and warrants held outside the group in relation to 61 million shares (2007: 61 million shares) in Pantheon Leisure plc representing 33.7% of the enlarged share capital of that company that could potentially dilute earnings per share in the parent company in the future. Share options and warrants are not currently dilutive due to the losses reported for Pantheon Leisure plc.

5.	Deferred tax

The following are the deferred tax liabilities and assets recognised by the group and movements thereon during the current and previous year:

Deferred tax liabilities		Fair value gains	Tax losses offset	Total
		£	£	£
At 1 January 2007		1,150,812	(343,200)	807,612
Credited directly to equity		(591,480)	-	(591,480)
Charged in the income statement		-	127,693	127,693
Effect of change in tax rate credited to equity		(37,288)	-	(37,288)
At 31 December 2007		522,044	(215,507)	306,537
Charged in the income statement		-	139,067	139,067
Credited directly to equity		(445,604)	-	(445.604)
At 31 December 2008		76,440	(76,440)	-

Unutilised tax losses available for offset against future fair value gains are deducted in computing net deferred tax liabilities.

Deferred tax asset		Tax losses
		£
At 1 January 2007		-
Credited to the income statement		16,181
At 31 December 2007		16,181
Charged to the income statement		(4,755)
At 31 December 2008		11,426

6.	Statement of changes in equity

 

Group

	Share capital	Share premium	Capital redemption reserve	Merger reserve	Fair value reserve	Retained earnings		Total attributable to equity holders of the parent company	Minority interest		Total
	£	£	£	£	£	£		£	£		£
At 1 January 2007	1,112,373	292,139	182,512	325,584	2,533,970	961,141		5,407,719	280,363		5,688,082
Revaluation losses taken to equity	-	-	-	-	(1,484,094)	-		(1,484,094)	-		(1,484,094)
Released on disposal of available-for-sale investment	-	-	-	-	(487,500)	-		(487,500)	-		(487,500)
Deferred tax on items taken directly to equity	-	-	-	-	628,768	-		628,768	-		628,768
Loss for the year	-	-	-	-	-	(148,949)		(148,949)	(78,991)		(227,940)
Dividends paid	-	-	-	-	-	(111,237)		(111,237)	-		(111,237)
Issue of share capital	5	40	-	-	-	-		45	-		45
Adjustment for share based payments	-	-	-	-	-	13,000		13,000	-		13,000
At 1 January 2008	1,112,378	292,179	182,512	325,584	1,191,144	713,955		3,817,752	201,372		4,019,124
Revaluation losses taken to equity	-	-	-	-	(1,440,186)	-		(1,440,186)	-		(1,440,186)
Deferred tax on items taken directly to equity	-	-	-	-	445,604	-		445,604	-		445,604
Loss for the year	-	-	-	-	-	(1,240,014)		(1,240,014)	(64,089)		(1,304,103)
At 31 December 2008	1,112,378	292,179	182,512	325,584	196,562	(526,059)		1,583,156	137,283		1,720,439

 

7.	Post balance sheet events

ADDLeisure Plc

On 2 March 2009, the company's wholly owned subsidiary, Reverse Take-Over Investments plc sold its entire holding of 22,540,000 ordinary shares of 0.5p each in ADDleisure Plc together with its entire holding of 2,820,000 warrants to subscribe for ordinary shares in ADDleisure Plc to Pantheon Leisure PLC ,a subsidiary of the company for the aggregate amount of £500,000.

The consideration was satisfied by the issue of £500,000 7.5% unsecured convertible loan notes by Pantheon Leisure PLC.

Unsecured loan notes

On 2 March 2009, the company raised £500,000 through the issue of £500,000 7.5% unsecured loan notes which mature five years from that date. The company has also granted to the subscribers of the loan notes 50,000,000 warrants on a pro rata basis. The loan notes are redeemable at par at any time after one year and the warrants which expire on the fifth anniversary from the date of grant, entitle the holders to subscribe for ordinary shares at a price of 1p per share.

York Pharma Plc

On 22 March 2009, shares in York Pharma Plc were suspended from trading as the company announced that it had received an approach that might or might not lead to an offer for its share capital. 

Although the bid price quotation of the group's holding of 1,800,000 ordinary shares at 31 December 2008 was £235,500 their value on the date the shares were suspended was 3.25p per share equivalent to £58,500.

The directors have adopted 3.25p per share as their fair value at the year end.

8.	Analysis of movements to cash and cash equivalents and bank overdraft

	At 1 January  2008		Cash Flow		At 31 December  2008
Group
Cash and cash equivalents	1,787,500		(658,544)		1,128,956
Bank overdraft	(104,800)		70,851		(33,949)
Net movement	1,682,700		(587,693)		1,095,007

9.	Annual Report & Accounts

A copy of the Annual Report and Accounts for the year ended 31 December 2008 will be sent to shareholders on or before 29 June 2009 and copies will be available from the Company's registered office at 58-60 Berners Street, London W1T3JS or by visiting the Company website at www.westsideacquisitions.com.

ENDFR SFMFWUSUSEEM