CTNA.L Regulatory News (CTNA)

27 Sep 2007 14:27

Westside Acquisitions PLC27 September 2007 Westside Acquisitions plc ("Westside" or the "Company") Interim Results Westside Acquisitions plc, the AIM listed investment vehicle, announces itsresults for the six months ended 30 June 2007. Chairman's Statement and Chief Executive's Review This has been a busy period for our subsidiaries and their investments, withsubstantial progress being achieved. In line with this, I am delighted toreport that the value of our portfolio has also risen significantly asillustrated in our financial statements, which show pre-tax profits on ordinaryactivities of £236,948 against a loss of £385,083 last time. Subsidiaries We have two subsidiaries: Reverse Takeover Investments plc ('RTI' - 100%) andPantheon Leisure plc ('Pantheon' - 62.5%). RTI RTI specialises in creating shell companies, which act as investment vehiclesused to make substantial acquisitions, with a view to obtaining a publicquotation for the shell. It has significant holdings in five diverse AIM listedcompanies and continues to explore further investment opportunities. The marketvalue of the RTI investment portfolio as of the 30 June 2007 was £4.68 million(2006: £3.12 million) against a cost of £699,500 (2006: £552,000). In the sixmonths to 30 June 2007, RTI generated pre-tax profits of £505,314 (2006:restated loss of £150,359). • RTI holds 22.54 million ordinary shares in ADDleisure plc ADDleisure develops products and services in the health and leisure sectors.During the period, ADDleisure made the most notable progress having announced inJune 2007 that BUPA had invested £6.7 million to take a 29.9% stake in theCompany and a 50% stake in its wholly-owned subsidiary. We believe that withBUPA's support and involvement, ADDleisure's brands and services will becomehousehold names and its growth will accelerate. • RTI holds 1.5 million shares in York Pharma Plc York is a pharmaceutical group, established in 2003, which will market andsupply branded prescription products to pharmaceutical wholesalers, hospitalsand general practitioners within the field of dermatology. The Group currentlyhas 13 patent families (68 patents overall) and intellectual property inrelation to its portfolio of dermatology products and technology platforms inthe key therapeutic areas of infection, eczema/dermatitis, psoriasis and acne.York is progressing its strategy of expanding internationally through theselected development of subsidiary companies and entering partnership agreementswith established pharmaceutical companies and distributors. • RTI holds 23 million ordinary shares in Messaging International plc In the period, Messaging International has made steps towards strengthening itsposition as a leading provider of messaging services, forming new agreementswith blue-chip companies and expanding its offering. It works with a growingnumber of blue chip telecom operators such as Verizon, SprintNextel and RogersWireless, and has a highly innovative R&D team focussed on delivering newpatented products. • RTI holds 800,000 ordinary shares in Cheerful Scout plc Multi media specialist, Cheerful Scout is now profitable and gaining recognitionfor its creative excellence, technology and innovation, having won severalprestigious awards in the period. In addition to its DVD and productiondivisions, the Company also stages large live events and conferences, utilizingits new cutting edge presentation and visualization technology. • RTI holds 20 million ordinary shares in Astek Group plc Astek, a dental equipment designer, manufacturer and distributor, has focused onbuilding its distributor network and expanding its product offering sincelisting on AIM in October 2006. It has an extensive portfolio of productsincluding prosthetic products for dentures, consumable products for general use,new innovative products relating to the prevention of cross infection and astrong pipeline of new products being brought to the market. Pantheon Leisure plc Westside holds 75 million ordinary shares in Pantheon Leisure plc. Pantheon, an AIM listed company, operates various sports and leisure basedactivities through its subsidiaries, The Elms Group Limited and Sport in SchoolsLimited. The Board believes that Pantheon's growth prospects are potentiallyvery exciting in light of current social and government interests with regard tothe health and wellbeing. Whilst its core business is the operation of five-a-side football leagues inGreater London, Pantheon is making considerable headway with its Sports inSchools offering, a unique new sports programme for primary schools. A growingnumber of schools and children are taking part in the programme, which isideally positioned to tackle the much publicised and rapidly growing problem ofchild obesity. Additionally, the board is actively exploring a number of acquisitionopportunities to build on and broaden its existing portfolio. Financial Overview The accounts for the six months ended 30 June 2007 show a pre-tax profit onordinary activities of £236,948 (2006: restated loss of £385,083). Westside'scash balances as at 30 June 2007 were £1,735,103 (2006: £2,730,875) or 1.55p perWestside share (2006: 2.45p). The Directors are not recommending the payment ofa dividend. Our financial position remains strong with the combined value of cash balancesand the market value of our investment portfolio exceeding £6.35 million. Inaccordance with International Financial Reporting Standards, the investmentportfolio has for the first time been recognised on the balance sheet at itsmarket value. The portfolio is considered to fall into the category of 'available-for-sale investments' and therefore any unrealised profits and lossesare taken to equity rather than through the income statement. When aninvestment is sold the profit or loss recognised in the income statementrepresents the difference between original cost and sale proceeds (net oftransaction costs). Outlook With a strong financial position and a number of new investment opportunities inthe pipeline, subject of course to market conditions, we believe that the secondhalf of the year should reflect further progress in the valuation of ourinvestment portfolio. We look forward to updating shareholders with ourprogress. Richard OwenChairman Geoffrey SimmondsChief Executive 26 September 2007 WESTSIDE ACQUISITIONS PLC CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2007 Unaudited Unaudited Unaudited Restated Restated 6 months to 6 months to 12 months to Notes 30 June 30 June 31 December 2007 2006 2006 £ £ £ REVENUE 393,364 343,236 747,914Cost of sales (280,053) (304,690) (743,993) GROSS PROFIT 113,311 38,546 3,921 Administrativeexpenses (566,916) (485,511) (991,040) OPERATING LOSS (453,605) (446,965) (987,119) Finance income 43,968 62,443 103,903Finance costs (30) (561) (471)Profit on sale of available-for-sale investments 646,615 - 14,775 PROFIT/(LOSS) BEFORETAX 236,948 (385,083) (868,912) Tax expense (164,907) 44,777 89,554 PROFIT/(LOSS) AFTERTAX 72,041 (340,306) (779,358) ATTRIBUTABLE TO: Equity holders of the parentcompany 122,268 (304,031) (668,674)Minority interest (50,227) (36,275) (110,684) 72,041 (340,306) (779,358) BASIC EARNINGS (LOSS) PER SHARE 5 0.110p (0.306p) (0.601p) DILUTED EARNINGS PER SHARE 5 0.106p WESTSIDE ACQUISITIONS PLC CONSOLIDATED BALANCE SHEET FOR THE SIX MONTHS ENDED 30 JUNE 2007 Unaudited Unaudited Unaudited Restated Restated 6 months to 6 months to 12 months to Notes 30 June 30 June 31 December 2007 2006 2006ASSETS £ £ £ NON-CURRENT ASSETSGoodwill 342,817 342,817 342,817Available-for-saleinvestments 4,681,001 3,122,486 4,463,036Property, plant and equipment 7 27,227 13,618 TOTAL NON-CURRENT ASSETS 5,023,825 3,492,530 4,819,471 CURRENT ASSETSTrade and otherreceivables 916,561 254,405 91,155Cash and cashequivalents 1,735,103 2,730,875 2,242,149 TOTAL CURRENT ASSETS 2,651,664 2,985,280 2,333,304 TOTAL ASSETS 7,675,489 6,477,810 7,152,775 EQUITY AND LIABILITIES EQUITY Share capital 1,112,373 1,112,368 1,112,373 Share premium account 292,139 292,106 292,139 Capital redemptionreserve 182,512 182,512 182,512 Merger reserve 325,584 325,584 325,584 Fair value reserve 2,866,682 1,799,340 2,685,226 Retained earnings 1,221,516 1,538,128 1,092,748 Equity attributable to equity holders of theparent 6,000,806 5,250,038 5,690,582 Minority interest 230,136 354,772 280,363 TOTAL EQUITY 6,230,942 5,604,810 5,970,945 NON-CURRENTLIABILITIESDeferred tax 8 936,528 472,723 807,612 TOTAL NON-CURRENT LIABILITIES 936,528 472,723 807,612 CURRENT LIABILITIES Trade and other payables 446,716 400,277 291,091 Bank overdrafts 61,303 - 83,127 508,019 400,277 374,218 TOTAL LIABILITIES 1,444,547 873,000 1,181,830 TOTAL EQUITY AND LIABILITIES 7,675,489 6,477,810 7,152,775 The accounts were approved by the board on 26September 2007and signed on itsbehalf: Richard L. Owen DirectorsGeoffrey Simmonds WESTSIDE ACQUISITIONS PLC STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2007 Attributable to equity holders of the parent Share Share Capital Merger Retained Fair value Minority Total capital premium redemption reserve earnings reserve Interest account reserve £ £ £ £ £ £ £ £ Balance at 1,112,368 292,106 182,512 325,584 1,842,159 2,597,939 391,047 6,743,7151 January 2006 Available-for-saleinvestments: Revaluationlosses - - - - - (1,140,855) - (1,140,855)taken in equity Deferred taxon items - - - - - 342,256 - 342,256taken directly in equity Net expense - - - - - (798,599) - (798,599)recognised directly inequity Loss for theperiod - - - - (304,031) - (36,275) (340,306) Totalrecognised - - - - (304,031) (798,599) (36,275) (1,138,905)expense for the period Balance at 1,112,368 292,106 182,512 325,584 1,538,128 1,799,340 354,772 5,604,81030 June 2006 Available-for-saleinvestments: Revaluationgains - - - - - 1,265,552 - 1,265,552taken in equity Deferred taxon items - - - - - (379,666) - (379,666)taken directly in equity Net income - - - - - 885,886 - 885,886recognised directly inequity Loss for theperiod - - - - (364,643) - (74,409) (439,052) Totalrecognised - - - - (364,643) 885,886 (74,409) 446,834income and (expense)for the period Dividends paid - - - - (111,237) - - (111,237) Issue of sharecapital 5 33 - - - - - 38 Adjustment for - - - - 30,500 - - 30,500share based payments Balance at 1,112,373 292,139 182,512 325,584 1,092,748 2,685,226 280,363 5,970,94531 December 2006 Attributable to equity holders of the parent Share Share Capital Merger Retained Fair value Minority Total capital premium redemption reserve earnings reserve Interest account reserve £ £ £ £ £ £ £ £ Balance at 1,112,373 292,139 182,512 325,584 1,092,748 2,685,226 280,363 5,970,9451 January 2007 Available-for-saleinvestments: Revaluationgains - - - - - 632,965 - 632,965taken in equity Transferred toprofit and - - - - - (487,500) - (487,500)loss on sale Deferred taxon items - - - - - 35,991 - 35,991taken directly in equity Net income - - - - - 181,456 - 181,456recognised directly inequity Profit/(loss)for the period - - - - 122,268 - (50,227) 72,041 Adjustment for - - - - 6,500 - - 6,500share based payments Totalrecognised - - - - 128,768 181,456 (50,227) 259,997income and (expense)for the period Balance at 1,112,373 292,139 182,512 325,584 1,221,516 2,866,682 230,136 6,230,94230 June 2007 WESTSIDE ACQUISITIONS PLC CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2007 Unaudited Unaudited Unaudited Restated Restated 6 months to 6 months to 12 months to Notes 30 June 30 June 31 December 2007 2006 2006 £ £ £ Cash flows from operating activitiesCash absorbed fromoperations 3 (431,660) (355,364) (797,345)Finance costs (30) (561) (471) ------------- ------------ ------------ Net cash absorbed byoperating activities (431,690) (355,925) (797,816) ------------- ------------ ------------ Cash flows from investing activitiesSale ofavailable-for-saleinvestments - - 14,775Purchase ofavailable-for-saleinvestments (97,500) - (74,998)Finance income 43,968 62,443 103,903 ------------- ------------ ------------ Net cash used ininvesting activities (53,532) 62,443 43,680 ------------- ------------ ------------ Cash flows from financing activitiesProceeds from issueof share capital - - 38Dividends paid - - (111,237) ------------- ------------ ------------ Net cash used infinancing activities - - (111,199) ------------- ------------ ------------ Net change in cashand cash equivalentsand bank overdrafts (485,222) (293,482) (865,335) Cash and cashequivalents and bankoverdrafts atbeginning of period 2,159,022 3,024,357 3,024,357 ------------- ------------ ------------ Cash and cashequivalents and bankoverdrafts at end ofperiod 4 1,673,800 2,730,875 2,159,022 ------------- ------------ ------------ WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 1. FINANCIAL INFORMATION Westside Acquisitions Plc (the "Company") is a company domiciled in Englandwhose registered office address is 58-60 Berners Street, London W1T 3JS. Thecondensed consolidated interim financial statements of the Company for the sixmonths ended 31 December 2006 comprise the Company and its subsidiaries(together referred to as "the Group"). The condensed consolidated interim financial statements do not constitutestatutory accounts as defined in Section 240 of the Companies Act 1985. The financial information for the year ended 31 December 2006 has beenextracted from the statutory accounts (which were prepared under UK GAAP) forthat period and adjusted as shown in note 6 below to restate in accordance withInternational Financial Reporting Standards ("IFRS"). This note includesreconciliations of equity and the loss for comparative periods reported underUK GAAP to those reported for those periods under IFRS. The auditors' reportson those statutory accounts were unqualified and did not contain a statementunder Section 237 of the Companies Act 1985. A copy of those financialstatements has been filed with the Registrar of Companies. The Group's date of transition to IFRS was 1 January 2006 and condensedconsolidated interim financial statements have been prepared in accordance withthe first time adoption provisions set out in IFRS 1 First-time Adoption ofInternational Financial Reporting Standards. The condensed consolidated interimfinancial statements do not include all of the information required for fullannual financial statements. The condensed consolidated interim financial statements were authorised for issue on 26 September 2007. 2. ACCOUNTING POLICIES a) Basis of accounting The condensed consolidated financial statements are unaudited and have been prepared in accordance with IFRS adopted by the EU. The condensed consolidated financial statements have been prepared on the historical cost basis. The principal accounting policies are set out below. b) Basis of consolidation The condensed consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June 2007. Control is acheved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Minority interests consist of the amount of those interests at the date of the original business combination (see below) and the minority's share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority's interest in the subsidiary's equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. The results of subsidiaries acquired during the period are included in the consolidated income statement from the effective date of acquisition. Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. c) Business combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's intrest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss. The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. d) 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 a subsidiary, 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 profit or loss. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units expected to benefit from the 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 maybe 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 and 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 susequent period. Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date. e) Investments Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs. Investments are classified as available-for-sale, and are measured at subsequent reporting dates at fair value. Gains and losses arising from 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 profit or loss for the period. Impairment losses recognised in profit or loss for equity investments classified as available-for-sale are not subsequently reversed through profit or loss. f) Property, plant and equipment Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost less estimated residual value of tangible fixed assets over their expected useful lives at the following rates: Plant and equipment Over three to four years g) Turnover Turnover arises from the activities of the trading subsidiaries of Pantheon Leisure Plc and represents invoiced and accrued amounts for goods and services, exclusive of value added tax and trade discounts, which is undertaken wholly in the United Kingdom. Income on league subscriptions is recognised in the profit and loss account as league matches are played. h) Deferred taxation Deferred tax is the tax expected to be payable or recoverable on the differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. i) Share based awards The Group has applied the requirements of IFRS 2 Share based payment. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were not vested at 1 January 2005. The Group issues equity settled payments to certain employees. Equity settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity settled share based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair Value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. j) Leases Rentals payable under operating leases are charged against income on a straight line basis over the lease term. k) Retirement benefit costs The Group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged as an expense as they fall due. l) Financial instruments Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. m) Trade receivables Trade receivables are measured at initial recognition at fair value. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. n) Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term, highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. o) 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. WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 p) Trade payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. q) Equity instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. 3. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Unaudited Unaudited Unaudited Restated Restated 6 months to 6 months to 12 months to 30 June 30 June 31 December 2007 2006 2006 £ £ £ Operating loss (453,605) (446,965) (987,119) Adjustment for share based payments 6,500 - 30,500 Depreciation of property, plant and equipment 13,611 13,609 27,218 (153,791) (121,563) 41,687 Increase in trade and other payables 155,625 199,555 90,369 ------------- ------------ ------------ Net cash outflow from operating activities (431,660) (355,364) (797,345) ------------- ------------ ------------ 4. CASH AND CASH EQUIVALENTS At Cash flow At 31 December 30 June 2006 2007 £ £ £ Cash and cash equivalents 2,242,149 (507,046) 1,735,103 Bank overdraft (83,127) 21,824 (61,303) ------------- ------------ ------------ 2,159,022 (485,222) 1,673,800 ------------- ------------ ------------ Under UK GAAP the available-for-sale investments were classified as a liquidresource under IAS 7 they do not meet the definition of a cash equivalent andare therefore excluded. 5. BASIC AND DILUTED LOSS PER SHARE Basic earnings per share at 30 June 2007 has been calculated on the Group's profit on ordinary activities after taxation attributable to equity holders of the parent company of £122,268 and on the weighted average number of shares in issue during the financial period, 111,237,231. Diluted earnings per share has been calculated on the basis that the outstanding share options had been converted on 1 January 2007. This assumption increases the Group's weighted average number of shares to 115,724,419. The warrants to subscibe for ordinary shares in the Company have been excluded from this calculation as the exercise price is above the average share price in the period and their inclusion would be anti-dilutive. The basic loss per share at 30 June 2006 has been calculated on the Group's loss on ordinary activities after taxation attributable to equity holders of the parent company of £304,031 and on the weighted average number of shares in issue during the financial period which was, 111,236,777. Basic earnings per share at 30 June 2007 has been calculated on the Group's profit on ordinary activities after taxation attributable to equity holders of the parent company of £668,674 and on the weighted average number of shares in issue during the financial period, which was 111,236,797. In view of the Group's loss for the periods 30 June 2006 and 31 December 2006, share options and warrants to subscribe for ordinary shares in the Company are anti-dilutive and therefore diluted earnings per share are not presented. WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 6. (a) RECONCILIATION OF EQUITY AT 1 JANUARY 2006 (DATE OF TRANSITION TO IFRS) UK GAAP Effect of IFRS transition Note to IFRS ASSETS £ £ £ NON-CURRENT ASSETSGoodwill 342,817 - 342,817Available-for-saleinvestments i) 552,000 3,711,341 4,263,341Property, plant andequipment 40,836 - 40,836 ------------ ------------ ------------ TOTAL NON-CURRENT ASSETS 935,653 3,711,341 4,646,994 ------------ ------------ ------------ CURRENT ASSETSTrade and otherreceivables 132,842 - 132,842Cash and cashequivalents 3,024,357 - 3,024,357 ------------ ------------ ------------ TOTAL CURRENT ASSETS 3,157,199 - 3,157,199 ------------ ------------ ------------ TOTAL ASSETS 4,092,852 3,711,341 7,804,193 ------------ ------------ ------------ EQUITY AND LIABILITIES EQUITYShare capital 1,112,368 - 1,112,368Share premium account 292,106 - 292,106Capital redemptionreserve 182,512 - 182,512Merger reserve 325,584 - 325,584Fair value reserve i),ii) - 2,597,939 2,597,939Retained earnings ii),iii) 1,588,513 253,646 1,842,159 ------------ ------------ ------------ Equity attributable toequity holders of theparent 3,501,083 2,851,585 6,352,668 Minority interest 391,047 - 391,047 ------------ ------------ ------------ TOTAL EQUITY 3,892,130 2,851,585 6,743,715 ------------ ------------ ------------ NON-CURRENT LIABILITIESDeferred tax ii) - 859,756 859,756 ------------ ------------ ------------ TOTAL NON-CURRENTLIABILITIES - 859,756 859,756 ------------ ------------ ------------ CURRENT LIABILITIESTrade and other payables 200,722 - 200,722Bank overdrafts - - - ------------ ------------ ------------ TOTAL LIABILITIES 200,722 859,756 1,060,478 ------------ ------------ ------------ TOTAL EQUITY ANDLIABILITIES 4,092,852 3,711,341 7,804,193 ------------ ------------ ------------ WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 6. (b) RECONCILIATION OF INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2006 UK GAAP Effect of IFRS transition Note to IFRS £ £ £ REVENUE 343,236 - 343,236Cost of sales (304,690) - (304,690) ------------ ------------ ------------ GROSS PROFIT 38,546 - 38,546 Administrative expenses iii) (507,542) 22,031 (485,511) ------------ ------------ ------------ OPERATING PROFIT/(LOSS) (468,996) 22,031 (446,965) Finance income 62,443 - 62,443Finance costs (561) - (561) ------------ ------------ ------------ PROFIT/(LOSS) BEFORE TAX (407,114) 22,031 (385,083) Tax expense ii) - 44,777 44,777 ------------ ------------ ------------ PROFIT/(LOSS) AFTER TAX (407,114) 66,808 (340,306) ------------ ------------ ------------ ATTRIBUTABLE TO: Equity holders of the parentcompany (370,839) 66,808 (304,031)Minority interest (36,275) - (36,275) ------------ ------------ ------------ (407,114) 66,808 (340,306) ------------ ------------ ------------ WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 6. (c) RECONCILIATION OF EQUITY AT 30 JUNE 2006 UK GAAP Effect of IFRS transition Note to IFRS ASSETS £ £ £ NON-CURRENT ASSETSGoodwill iii) 320,786 22,031 342,817Available-for-saleinvestments i) 552,000 2,570,486 3,122,486Property, plant andequipment 27,227 - 27,227 ------------ ------------ ------------ TOTAL NON-CURRENT ASSETS 900,013 2,592,517 3,492,530 ------------ ------------ ------------ CURRENT ASSETSTrade and otherreceivables 254,405 - 254,405Cash and cashequivalents 2,730,875 - 2,730,875 ------------ ------------ ------------ TOTAL CURRENT ASSETS 2,985,280 - 2,985,280 ------------ ------------ ------------ TOTAL ASSETS 3,885,293 2,592,517 6,477,810 ------------ ------------ ------------ EQUITY AND LIABILITIES EQUITYShare capital 1,112,368 - 1,112,368Share premium account 292,106 - 292,106Capital redemptionreserve 182,512 - 182,512Merger reserve 325,584 - 325,584Fair value reserve i),ii) - 1,799,340 1,799,340Retained earnings ii),iii) 1,217,674 320,454 1,538,128 ------------ ------------ ------------ Equity attributable toequity holders of theparent 3,130,244 2,119,794 5,250,038 Minority interest 354,772 - 354,772 ------------ ------------ ------------ TOTAL EQUITY 3,485,016 2,119,794 5,604,810 ------------ ------------ ------------ NON-CURRENT LIABILITIESDeferred tax ii) - 472,723 472,723 ------------ ------------ ------------ TOTAL NON-CURRENTLIABILITIES - 472,723 472,723 ------------ ------------ ------------ CURRENT LIABILITIESTrade and other payables 400,277 - 400,277Bank overdrafts - - - ------------ ------------ ------------ TOTAL LIABILITIES 400,277 472,723 873,000 ------------ ------------ ------------ TOTAL EQUITY ANDLIABILITIES 3,885,293 2,592,517 6,477,810 ------------ ------------ ------------ WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 6. (d) RECONCILIATION OF INCOME STATEMENT FOR THE TWELVE MONTHS ENDED 31 DECEMBER 2006 UK GAAP Effect of IFRS transition Note to IFRS £ £ £ REVENUE 762,689 (14,775) 747,914Cost of sales (743,993) - (743,993) ------------ ------------ ------------ GROSS PROFIT 18,696 (14,775) 3,921 Administrative expenses iii) (1,035,102) 44,062 (991,040) ------------ ------------ ------------ OPERATING PROFIT/(LOSS) (1,016,406) 29,287 (987,119) Finance income 103,903 - 103,903Finance costs (471) - (471)Profit on sale ofavailable-for-sale investments v) - 14,775 14,775 ------------ ------------ ------------ PROFIT/(LOSS) BEFORE TAX (912,974) 44,062 (868,912) Tax expense ii) - 89,554 89,554 ------------ ------------ ------------ PROFIT/(LOSS) AFTER TAX (912,974) 133,616 (779,358) ------------ ------------ ------------ ATTRIBUTABLE TO: Equity holders of the parentcompany (802,290) 133,616 (668,674)Minority interest (110,684) - (110,684) ------------ ------------ ------------ (912,974) 133,616 (779,358) ------------ ------------ ------------ WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 6. (e) RECONCILIATION OF EQUITY AT 31 DECEMBER 2006 UK GAAP Effect of IFRS transition Note to IFRS ASSETS £ £ £ NON-CURRENT ASSETSGoodwill iii) 298,755 44,062 342,817Available-for-saleinvestments i) 626,998 3,836,038 4,463,036Property, plant andequipment 13,618 - 13,618 ------------ ------------ ------------ TOTAL NON-CURRENTASSETS 939,371 3,880,100 4,819,471 ------------ ------------ ------------ CURRENT ASSETSTrade and otherreceivables 91,155 - 91,155Cash and cashequivalents 2,242,149 - 2,242,149 ------------ ------------ ------------ TOTAL CURRENT ASSETS 2,333,304 - 2,333,304 ------------ ------------ ------------ TOTAL ASSETS 3,272,675 3,880,100 7,152,775 ------------ ------------ ------------ EQUITY AND LIABILITIES EQUITYShare capital 1,112,373 - 1,112,373Share premium account 292,139 - 292,139Capital redemptionreserve 182,512 - 182,512Merger reserve 325,584 - 325,584Fair value reserve i),ii) - 2,685,226 2,685,226Retained earnings ii),iii) 705,486 387,262 1,092,748 ------------ ------------ ------------ Equity attributable toequity holders of theparent 2,618,094 3,072,488 5,690,582 Minority interest 280,363 - 280,363 ------------ ------------ ------------ TOTAL EQUITY 2,898,457 3,072,488 5,970,945 ------------ ------------ ------------ NON-CURRENT LIABILITIESDeferred tax ii) - 807,612 807,612 ------------ ------------ ------------ TOTAL NON-CURRENTLIABILITIES - 807,612 807,612 ------------ ------------ ------------ CURRENT LIABILITIESTrade and otherpayables 291,091 - 291,091Bank overdrafts 83,127 - 83,127 ------------ ------------ ------------ TOTAL LIABILITIES 374,218 807,612 1,181,830 ------------ ------------ ------------ TOTAL EQUITY ANDLIABILITIES 3,272,675 3,880,100 7,152,775 ------------ ------------ ------------ WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 7. NOTES TO THE RECONCILIATIONS i) IAS 39 Financial Instruments: Recognition and Measurement Under IAS 39, the group is required to recognise the RTI investment portfolio, previously held at historical cost, at fair value. On transition to IFRS, the investments have been designated "available-for-sale" and adjustments have been made to recognise their fair value by means of an adjustment to equity in each period. ii) IAS 12 Income Taxes Under IAS 12, the group is required to calculate deferred tax on the fair value adjustments that arise as a result of the application of IAS 39 to the RTI investment portfolio. On transition to IFRS, an adjustment has been made to recognise the deferred tax liability associated with such adjustments, with any subsequent movement in the ongoing deferred tax liability being recorded as an adjustment to equity. RTI has unused tax losses which under IFRS have been recognised as a deferred tax asset due to the taxable temporary differences arising on the fair value adjustment to the RTI investment portfolio. The losses are eligible for offset against any tax liability arising on the sale of the investments. On transition to IFRS, an adjustment has been made to recognise the deferred tax asset, with any subsequent movement in the ongoing deferred tax asset being recorded as an adjustment to the income statement. The deferred tax asset and deferred tax liability meet the IAS 12 criteria for offset hence a net deferred tax liability is shown. iii) IFRS 3 Business Combinations and IAS 36 Impairment of Assets An adjustment has been made to eliminate the charge made in accordance with previous accounting policies for the amortisation of the goodwill arising on the consolidation of subsidiary companies. On transition to IFRS there was no indication of any impairment to goodwill. In future the value of goodwill will be subject to an annual impairment review, the first of which will take place as at 31 December 2007. iv) IFRS 3 Business Combinations The group has applied the business combinations exemption in IFRS 1. It has not restated combinations that took place prior to the 1 January 2006 transition date. v) IAS 32 Financial Instruments: Presentation Realised gains on sale of investments were previously recognised in turnover. Investments have been classified as "available-for-sale" in accordance with IAS 32 and realised gains shown separately in the income statement. WESTSIDE ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 8. DEFERRED TAX LIABILITIES Unaudited Unaudited Unaudited Restated Restated 6 months to 6 months to 12 months to 30 June 30 June 31 December 2007 2006 2006 £ £ £ At 1 January 807,612 859,756 859,756Charged (credited) toincome statement 164,907 (44,777) (89,554)(Credited) charged toequity (35,991) (342,256) 37,410 ------------ ------------ ------------At 30 June / 31December 936,528 472,723 807,612 ============ ============ ============ The deferred tax liability consists of: Unused tax lossesrecognised in theincome statement (178,293) (298,422) (343,199)Fair value adjustmentsrecognised in equity 1,114,821 771,145 1,150,811 ------------ ------------ ------------ 936,528 472,723 807,612 ============ ============ ============ The deferred tax asset and deferred tax liability meet the IAS 12 criteria foroffset hence a net deferred tax liability is shown. For any enquiries please contact: Mark Percy, Seymour Pierce Limited - 020 7107 8000 Isabel Crossley, St Brides Media & Finance - 020 7242 4477 END This information is provided by RNS The company news service from the London Stock Exchange