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Westside Investments plc ("Westside" or "the Company")

Final results and notice of AGM

Westside Investments plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2014 and gives notice of its Annual General Meeting to be held at the Hellenic Centre 16/18 Paddington Street, London W1U 5AS on 27 July 2015 at 11.00am.

Chairman's Statement and Chief Executive's Review

For the year ended 31 December 2014 we are reporting a pre tax profit of £16,590 (2013: loss £379,742). The profit for the year is after impairment provisions of nil (2013 - £137,524).

Westside's net cash balances as at 31 December 2014 were £709,332 (2013: £412,388). The Directors are not recommending the payment of a dividend.

In 2013, we announced the intention to develop a new "free to view online platform" to offer children a multi sports information and news service linked to the skill sets programme already operated within our existing programme of sports coaching in schools.

During 2014, we continued our programme to develop the UltimatePlayer.me brand and we expect in 2015 to secure definitive progress during the second half of the year.

Pantheon Leisure Plc ("Pantheon")

Westside holds 85.87% of the issued share capital of Pantheon which in turn owns 100% of the operating business of Pantheon's sport and leisure division.

Pantheon's sports and leisure division comprises two trading companies, Sport in Schools Limited ('ESS'), also known as The Elms Sport in Schools, and Football Partners Limited ('FPL') - also known as The Elms Small Sided Football.

Pantheon as a group made a profit of £400,562 for the 12 months ended 31 December 2014 as a result of its trading operations and sale of investments. (2013: £34,416)

Sport in Schools Limited ('ESS' - Elms Sport in Schools)

On a turnover of £1,240,527 (2013 - £1,233,336), ESS has contributed a divisional profit of £115,649 as compared with £97,630 last year.

ESS specialises in the delivery of primary school sport - covering The National Curriculum during the day and The Extended Day before and after school hours (breakfast, lunchtime and after-school clubs).

The majority of the breakfast and lunchtime clubs are provided and paid for by the school, whilst the majority of after-school clubs are paid for by parents.

Holiday camps are a successful area for ESS where we provide sports tuition during the school holidays. The majority of the camps are paid for by parents, whilst a few are paid for by the school.

The ESS directors have developed bespoke skill sets which have been adopted with great enthusiasm by our full time and part time coaches. They coach 21,000 children each week and on average coach between 12 to 25 hours a week. All our coaches are highly qualified (minimum level 2), DBS checked, Child protection vetted and are rigorously trained by ESS in all the main disciplines required by the National Curriculum. The management of ESS constantly monitors and assesses the level of performance of our coaches throughout the school year.

We continue to recognise the performance of the children through our specialised league tables dedicated to each school which operates under our new brand of Ultimate Player.

We are enthusiastic about the further development of the Ultimate Player brand as we launch UltimatePlayer.me and tap into the ESS platform which is already established and continues to grow.

UltimatePlayer.me

As referred to earlier in the Statement, since late 2013 we have been developing UltimatePlayer.me as a new "free to view online platform" dedicated to bring to children an ability to measure their own individual skill sets.

We have invested considerable time and money in this programme and the second stage of the programme is expected to launch during the second half of 2015.

We have adopted procedures to ensure that UltimatePlayer.me will comply as far as we are able and as far is possible with best practise to protect the children visiting UltimatePlayer.me. This, of course, includes privacy over any personal information registered children entrust us with.

Our intention is that the Ultimate Player programme should provide an innovative, secure, interactive and exciting online platform that will stimulate interest in sport, fitness and statistics. As we fulfil our intentions and objectives we are confident that UltimatePlayer.me will establish a significant value as the brand becomes recognised and revenues are generated from specific enterprises wanting to advertise or act as sponsors.

As a result of the development programme over the last 24 months, we believe that in the second half of this year and into 2016 we shall see the breakthrough and establishment of UltimatePlayer.me.

Football Partners Limited ('FPL')

Our 5-a-side football operation enjoys full FA accreditation and its activities (conducted through FPL) continue to be influenced by a difficult market and the loss of a key venue. Turnover (net of corporate fees) decreased by 8% to £405,116 and this resulted in an operating loss of £164,901.

Westside Mining Plc ('Mining')

Mining is a joint venture owned 50:50 with Mr Bruce Rowan. In view of a less than buoyant market its directors elected to delay any investment in the mining, commodity and natural resource sectors.

Reverse Take-Over Investments Plc ('RTI')

The investments held by RTI are as follows:

Messaging International Plc ('Messaging')

RTI and Westside continue to hold a total of some 4.5 million ordinary shares representing approximately 3.9% of the issued share capital.

Aeorema Communications Plc ('Aeorema')

At 31 December 2014, RTI held 300,000 ordinary shares representing some 3.47% of the issued share of Aeorema, now reduced to 30,000 ordinary shares following a disposal of shares in May 2015.

Outlook

We continue to be encouraged by the success of the sports tuition activities of ESS and consider that its potential represents a significant opportunity for growth.

As anticipated in last year's report, the more comprehensive second phase and pilot launch of the UltimatePlayer.me programme will take place during the second half of 2015. It will be innovative, secure and exciting as it provides the skill sets package for registered children. The objective of the programme will be to encourage children to improve their fitness levels and sporting skills.

We are confident that SIS and UltimatePlayer.me working together and taken together will represent the growth and future value to shareholders of Westside Investments Plc. At the time of the pilot launch of UltimatePlayer.me, Westside will consider changing its corporate name to reflect the increasing emphasis of the group on sports related activities.

We look forward to updating shareholders on progress.

Richard Owen

Chairman

Geoffrey Simmonds

Chief Executive Officer

11 June 2015

For further information please visit www.westsideinvestments.co.uk or contact:

Consolidated statement of comprehensive income for the year ended 31 December 2014

Loss per share (basic and diluted)

All losses arise from continuing operations of the group

Consolidated statement of financial position as at 31 December 2014

Consolidated statement of cash flows for the year ended 31 December 2014

Notes

1. General information

Westside Investments Plc is a company incorporated in the United Kingdom and its activities are as described in the chairman's statement and directors' report.

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

2. Basis of Accounting

The consolidation financial statements of the group for the year ended 31 December 2014 have been prepared under the historical cost covention except for the the revaluation of available-for sale investments to fair value and are in accordance wth International Financial Reporting Standards ("IFRS") as adopted by the EU. These policies have been applied consistently except where otherwise stated.

At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective.

The following new and amended IFRSs have been adopted during the year:

Amendments to IAS 36: Recoverable Amount Disclosures for Non-Financial Assets

Amendments to IAS 39: Novation of Derivatives and Continuation of Hedge Accounting

Amendments to IFRS 10, IFRS 12 and IAS 27: Investment Entities

Amendments to IFRS 10, IFRS 11 and IFRS 12: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities - Transition Guidance

Annual Improvements to IFRS 2009-2011 Cycle (issued by the IASB in May 2012)

IFRIC 21 Levies

There were no material changes in the financial statements as a result of adopting new or revised accounting standards during the year.

The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for the Group's accounting periods beginning on or after 1 January 2015. The new pronouncements are listed below:

Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)*

Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016)*

Amendments to IAS 16 and IAS 41: Bearer Plants (effective 1 January 2016)*

Amendments to IAS 27: Equity Method in Separate Financial Statements (effective 1 January 2016)*

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective 1 January 2016)*

Amendments to IAS 1: Disclosure Initiative (effective 1 January 2016)*

Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (effective 1 January 2016)*

IFRS 15: Revenue from Contracts with Customers (effective 1 January 2017)*

IFRS 9: Financial Instruments (effective 1 January 2018

The directors anticipate that the adoption of these standards and interpretations in future periods will have no material effect on the financial statements of the group.

3. Significant accounting policies

(a) Basis of consolidation

The financial statements of the group incorporate the financial statements of the company and entities controlled by the company which are its subsidiary undertakings. Control is achieved where the company has the power to govern the financial and operating policies of its subsidiary undertakings so as to benefit from their activities.

Details of subsidiary undertakings are set out in note 16.

All intra-group transactions and balances have been eliminated in preparing the consolidated financial statements.

(b) Revenue

Revenue arises from the disposal of available-for-sale investments and income from sports and leisure activities undertaken by the company and its subsidiary undertakings. In the case of sports and leisure activities it represents invoiced and accrued amounts for services supplied in the year, exclusive of value added tax and trade discounts.

(c) Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of subsidiary entities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to each of the group's cash generating units expected to benefit from synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRS's has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

c) Development costs

Development costs are written off in arriving at the operating profit or loss for the year unless the directors are satisfied as to the technical, commercial and financial viability of individual project. In this situation, the expenditure is recognised as an asset and is reviewed for impairment on an annual basis.

Any impairment is recognised immediately in the income statement and is not subsequently reversed.

(d) Plant and equipment

Plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less their estimated residual value over their expected useful lives.

The rates applied to these assets are as follows:

(e) Operating leases

Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against revenue as and when incurred.

(f) Deferred taxation

Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance is not discounted.

The recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

 (g) Trade receivables

Trade receivables are recognised at fair value. A provision for impairment of trade receivables is established where there is objective evidence that the company or group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or liquidation and default or delinquency of payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement within administrative expenses. When a trade receivable is uncollectable it is written off against the allowance account for trade receivables.

(h) Investments

Investments are classified as available for sale, and are measured at fair value. Gains or losses in changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognised in profit or loss are not subsequently reversed through profit or loss.

Fair value of quoted investments is based on current bid prices. If an investment is suspended from trading, fair value is based on quoted bid prices on the first day that trading recommences following suspension.

Investments in subsidiary undertakings are stated at cost less provision for impairment in the parent company balance sheet.

(i) Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. Bank overdrafts are shown as borrowings within current liabilities.

(j) Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Ordinary shares are classified as equity. Incremental costs directly attributable to new shares are shown in equity as a deduction from the proceeds.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost, any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowing using the effective interest method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the date of the statement of financial position.

4. Critical accounting judgements and key sources of estimation uncertainty

Deferred tax asset

At the present time the directors' do not consider that there is sufficient certainty regarding the utilisation of tax losses available in the group. As a result, no deferred tax asset has been recognised.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which the goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill is the deemed cost on first time application of IFRS.

Details of the impairment review calculation are given in note 15.

Impairment of investment in subsidiary undertakings

The company holds listed investments through various subsidiary undertakings. The values of these investments have been assessed based on their current quoted market value. These values have been used to estimate the recoverable value of the subsidiary undertakings. Where the estimated recoverable value of the company's investments in these subsidiary undertakings is less than the carrying value, the investment has been written down to the estimated recoverable value.

5. Going concern

These financial statements have been prepared on the assumption that the group is a going concern which is dependent on the group's ability to generate sufficient revenues which along with existing cash resources will be sufficient to meet future financial obligations as they fall due.

In the last three completed financial years the group has had net cash outflows from operating activities. In 2014 the impact of outflows from operating activities in that year was fully mitigated by cash receipts from the sale of listed investments.

The directors are satisfied that sufficient cash will continue to be available to enable continuation of the group's trading activities.

The sports and leisure segment will be cash generative, overhead costs will be strictly controlled and monitored and it is anticipated that it will be possible to realise some or all of the group's investments.

Website development costs will continue be self financed from external fund raising.

.

6. Business segment analysis

Segmental information with regard to activities is disclosed below.

All turnover, profits, losses, assets and liabilities relate to operations undertaken in the UK

* 'Group operating expenses' represent the costs of running the group as a whole. The directors consider that the costs of running Pantheon Leisure Plc of £67,874 (2013: £71,652) form part of these costs as opposed to forming part of the segmental costs of the sports and leisure division.

Unallocated assets include group cash balances of £709,332 (2013: £412,388), plant and equipment of £76,691 (2013: £1), goodwill of £59,954 (2013: £59,954), other assets and receivables attributable to the parent company of £13,932 (2013: £32,787). Unallocated liabilities include trade and other payables of £11,892 (2013: £21,369), hire purchase liabilities attributable to the parent company of £70,193 (2013: nil).

7. Operating loss

Included in the audit fee for the group is an amount of £3,000 (2013: £3,000) in respect of the Company.

The auditors received fees of £1,250 (2013: £1,250) in respect of the provision of services in connection with advice relating to the group's interim results and general advice.

8. (a) Staff Costs

The average numbers of employees, including directors during the year, was as follows:-

 (b) Directors' remuneration

The total cost of key management personnel being the executive directors and including employers' national insurance was £153,305 (2013: £155,117).

Consultancy fees in respect of G Simmonds were paid to Simmonds & Co.

9. Finance income

10. Finance costs

11. Other gains and losses

12. Taxation

No income tax charge arises based on the loss for the year (2013: nil).

The group has unutilised tax losses of £6,248,000 (2013: £5,720,000) which includes £2,611,000 (2013: £2,255,000) 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 is 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

In recognition of the effects on taxation arising from the revaluation of the group's available-for-sale investments, a deferred tax adjustment to the provision by £10,340 (2013: £11,702) has been made and reflected as an adjustment to equity.

13. Loss per share

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £33,532 (2013: £350,290) and on the weighted average number of shares in issue during the year, which was 1,411,309,045 (2013:1,126,557,338).

Comprehensive loss per share is based on the same number of shares and on the comprehensive loss for the year attributable to the equity holders in the parent company of £57,584 (2013: £307,810).

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 outstanding at 31 December 2014 on 57,750,000 ordinary shares.

14. Loss for the financial year

As permitted by Section 400 of the Companies Act 2006, the profit and loss account for the company is not presented as part of these financial statements.

The consolidated profit for the year of £6,250 (2013: Loss - £368,040) includes a loss of £145,662 (2013: loss £246,543) dealt with in the accounts of the company.

The consolidated loss in 2013 included a provision for impairment of investments of £137,524.

15. Goodwill, intangibles and development costs

Goodwill of £59,954 relates to the acquisition of Pantheon Leisure Plc which is included at its deemed cost on first time application of IFRS.

The Group acquired £100 of intangible assets during the previous year at the time of acquisition of a subsidiary,

Goodwill acquired in a business combination is allocated, at acquisition, to cash generating units ("CGUs") that are expected to benefit from that business combination. The carrying amount of goodwill relates wholly to the leisure activities business segment.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding forecast revenues and operating costs. Management have taken into account the following two elements:

(i) Based on current enquiries into the Sport in Schools activities, revenues will continue to grow in 2016 and 2017; and

(ii) Operational costs are monitored and controlled.

Development costs

During the year, subsidiary undertakings incurred costs developing the sports related social media website totalling £166,023.

16. Investments in Subsidiaries

Included in investments is £220,000 of loan notes which carry an interest coupon of 7.5% and are repayable on demand at par.

The following companies were subsidiaries at the balance sheet date and the results and year end position of these companies has been included in these consolidated financial statements.

* 331/3% held indirectly through Westside Acquisitions Limited

** held indirectly through Westside Sports Limited

*** held indirectly through Pantheon Leisure Plc