Last checked at 21 Sep 2007 07:00
21st September 2007
PLUS MARKETS GROUP PLC ("THE COMPANY")
INTERIM STATEMENT
INTERIM STATEMENT FOR THE SIX MONTHS FROM 1 JANUARY TO 30 JUNE 2007
PLUS Markets Group plc reports its interim results for the six months ended 30 June 2007.
HIGHLIGHTS
* Revenue at GBP1.68 million (2006 - GBP0.93 million), up 80% on the same period last year, with loss of GBP0.80 million (2006 - GBP0.81million); * Completion of Placing to raise GBP25 million, reflected in significantly increased net assets, being invested to deliver the Company's broadened competitive ambitions; * Contract secured with OMX for delivery of new trading and surveillance technology for the implementation of the Markets in Financial Instruments Directive ("MiFID") in November 2007 and to support extended trading offering in EU liquid shares; and * Application to the Financial Services Authority ("FSA") to become a Recognised Investment Exchange ("RIE"), which was granted shortly after the period end.
Commenting on the results, Simon Brickles, Chief Executive Officer of the Company said:
"Following the Company's successful placing in January, we have been investing to build the foundations necessary to launch a wider challenge to the traditional exchange monopoly. We have strengthened our management team and concluded a significant technology contract with OMX for the delivery of a world-class trading and surveillance platform by MiFID. We also submitted our application to the Financial Services Authority for Recognised Investment Exchange status, which we were delighted to receive shortly after the period end. Important progress has been made towards our becoming a fully competitive stock exchange for London and the wider European markets".
Enquiries to:
Brian Taylor / Nemone Wynn-Evans 020 7553 2000PLUS Markets Group plc John Parry 020 7490 8062Rostron Parry (PR Enquiries) Nick Westlake 020 7260 1000Charles FarquharNumis Securities Ltd (Nominated Advisor)
CHAIRMAN'S STATEMENT
The first six months of 2007 have been another extremely busy period for PLUS Markets Group. We have made important progress following our GBP25 million Placing, which completed in January, delivering on a number of key milestones in relation to our wider business plans as laid out at that time. The Company's interim results for the half year to 30 June 2007 are entirely in line with expectations and reflect the increased level of investment in our expanding business model.
During the period, we strengthened our management team significantly, commencing with the appointment of Brian Taylor as our Chief Financial Officer following the EGM on 8 January. We have now been joined by a new Head of Information Technology John Crackett, Director of Regulation Peter Jackson, Head of Trading Services Stuart Rutherford and Head of Company Services Paul Haddock, bringing us the additional skills we need to develop and promote our wider stock exchange offering. Our Board has also welcomed two new Non- executive Directors, Ian Salter and Giles Vardey.
We announced on 30 April that we have entered into an agreement with OMX Technology Ltd, a subsidiary of OMX AB ("OMX"), under which OMX will provide trading, surveillance and facilities management technology services to our Company. This will support the expansion of our trading services, including widening our stock coverage into EU liquid shares, through a highly scalable trading platform, combined with an integrated real time market surveillance solution. Our integration exercise with key participants is progressing well, with a view to launching our enlarged trading offering in time for the implementation of MiFID on 1 November 2007. The total value of the contract is GBP6.7million, to be paid out of the proceeds of the Placing and expected future cash flows. There is a severance charge of GBP0.5 million at the end of three years if the Company does not continue the contract for a further two years.
We are also seeking to widen our stock coverage in less-liquid small and mid- cap shares and the prospect of our providing competitive trading services for all AIM companies has become a step closer. We welcomed a statement by HM Treasury on 20 February which instigated a review by the Financial Services Authority ("FSA") about whether to liberalise the trade reporting regime in relation to unlisted shares, and an FSA discussion paper was released on this subject a few days after the period end. We believe there is clear market demand for a wider range of trading services for AIM securities. In the over 60 AIM securities now dual-traded on PLUS, consistently 40% of trading activity consistently takes place on PLUS defying the old adage that liquidity does not move.
During the period, we submitted our application to the Financial Services Authority to become a Recognised Investment Exchange. On 19 July, shortly after the period end, we were pleased to confirm that our operating subsidiary, PLUS Markets plc, had been granted this status, elevating our market to a fully competitive UK-based stock exchange. This was followed by confirmation on the same day that our new "PLUS-listed" market, an EU Regulated Market for listed securities, had been designated by HM Revenue & Customs as a Recognised Stock Exchange. I am pleased to confirm that we have now opened this market, to serve the needs of issuers seeking full access to the deep pools of capital in London via an Admission to Trading on an RIE, in conjunction with an Official Listing by the FSA. This will bring an additional source of revenue to our Company Services offering, alongside our PLUS-quoted market for quality small and mid-cap companies.
Revenues of GBP1.68 million (2006 - GBP0.93 million), up 80% on the same period last year, reflects the additional sales generated from providing Trading Services and Market Data Services in our secondary market, following the extension of our business model in 2006 into trading small and mid-cap companies. During the period, over 400,000 bargains, worth nearly GBP2.5 billion, representing over 4 billion shares, took place on our trading platform. In our primary market, 29 companies joined our PLUS-quoted market and this segment now exceeds 200 out of 1,000 securities trading on PLUS today.
The operating loss of GBP1.47million (2006 - GBP0.88million) reflects our increased cost base, as we invest in our trading and surveillance capacity and expand our operations in line with our proposals as laid out at the time of the Placing. As the Company made clear in its last annual report and in other announcements, these costs precede any additional revenue and it is not anticipated that the Company will become profitable in the current year. However, this investment will greatly improve the capacity to generate profit in future years.
These are exciting times for the Company as we focus on the substantial extension of our trading offering in time for MiFID, to support trading in over 7,500 securities wherein we will achieve full UK equity stock coverage and EU liquid shares. We have also recently published a new tariff framework to take effect on 1 November, which relates to our Trading Services and Market Data Services. This will provide the market with a truly innovative method of charging, removing many old cross subsidies prevalent in the market. The tariff principles will enhance the quality of the PLUS market while placing greater emphasis on deriving revenues from the sale of our proprietary market data. Your Company continues to evolve at a rapid pace towards its ambition to become a fully competitive stock exchange for London.
STEPHEN HAZELL-SMITHCHAIRMAN21 September, 2007CONSOLIDATED INCOME STATEMENTFOR THE SIX MONTHS ENDED 30 JUNE 2007 Note SIX MONTHS SIX MONTHS YEAR ENDED 30 ENDED 30 ENDED 31 JUNE 2007 JUNE 2006 DECEMBER UNAUDITED UNAUDITED 2006 GBP'000 GBP'000 UNAUDITED GBP'000 Revenue 1,675 929 2,169 Administrative expenses Operating expenses 2 (2,931) (1,709) (3,429) Charge in relation to share based (214) (53) (106)
payments
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Operating loss (1,470) (833) (1,366) Finance income 668 67 121
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LOSS ON ORDINARY ACTIVITIES BEFORE (802) (766) (1,245)
TAXATION
Taxation - - -
-----------------------------------------------------------------------------
LOSS FOR THE PERIOD ATTRIBUTABLE TO (802) (766) (1,245) EQUITY HOLDERS OF THE PARENT-----------------------------------------------------------------------------
Loss per share
Basic and diluted (0.26) (0.57) (0.92)
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The above all derive from continuing
operations.CONSOLIDATED BALANCE SHEETAS AT 30 JUNE 2007 Note AS AT 30 AS AT 30 AS AT 31 JUNE 2007 JUNE 2006 DECEMBER 2006 UNAUDITED UNAUDITED UNAUDITED GBP'000 GBP'000 GBP'000 NON-CURRENT ASSETS Intangible fixed assets 2,774 720 642 Tangible fixed assets 97 173 108 Available-for-sale investments 1 1 1
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2,872 894 751
CURRENT ASSETS
Trade and other receivables 715 519 1,591 Cash and cash equivalents 25,060 2,705 2,348
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25,775 3,224 3,939 TOTAL ASSETS 28,647 4,118 4,690 CURRENT LIABILITIES Trade and other payables (1,824) (363) (509) Deferred income (923) (752) (1,595)
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(2,747) (1,115) (2,104) NET CURRENT ASSETS 23,078 2,144 1,878
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NET ASSETS 25,900 3,003 2,586
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EQUITY
Share capital 15,694 6,729 6,731 Share premium account 16,463 1,517 1,524 Retained deficit (6,257) (5,243) (5,669)
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EQUITY ATTRIBUTABLE TO EQUITY 25,900 3,003 2,586 HOLDERS OF THE PARENT-----------------------------------------------------------------------------
These financial statements were approved by the Board of Directors and authorised for issue on 21 September 2007.
Signed on behalf of the Board of Directors
STEPHEN HAZELL-SMITHCHAIRMANCONSOLIDATED CASH FLOW STATEMENTFOR THE SIX MONTHS ENDED 30 JUNE 2007 SIX MONTHS SIX MONTHS YEAR ENDED 30 ENDED 30 ENDED 31 JUNE 2007 JUNE 2006 DECEMBER 2006 UNAUDITED UNAUDITED UNAUDITED GBP'000 GBP'000 GBP'000 LOSS FOR THE (802) (766) (1,245) PERIOD Adjustments for: Finance income (668) (67) (121) Depreciation of 120 139 282 property, plant and equipment Share-based 214 53 106 payment expense
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Operating cash (1,136) (641) (978) flows before movements in working capital Decrease / 876 83 (1,017) (increase) in trade and other receivabes Increase / 643 (174) 843 (decrease) in trade and other payables
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NET CASH 383 (732) (1,152)
INFLOW/(OUTFLOW)
FROM OPERATING
ACTIVITIES ("A")-------------------------------------------------------------------------------
Investing activities Interest received 668 67 121 Investment in (258) - - intangible fixed asset Purchase of (1,983) (90) (90) property, plant and equipment
------------------------------------------------------------------------------- NET CASH (USED (1,573) (23) 31
IN) / GENERATED
BY INVESTING
ACTIVITIES ("B")-------------------------------------------------------------------------------
FINANCING ACTIVITIES Net proceeds from 23,902 11 20 issue of equity shares
-------------------------------------------------------------------------------
NET CASH 23,902 11 20
GENERATED BY
FINANCING
ACTIVITIES ("C")-------------------------------------------------------------------------------
NET INCREASE / 22,712 (744) (1,101) (DECREASE) IN CASH AND CASH EQUIVALENTS ("A"+"B"+"C") CASH AND CASH 2,348 3,449 3,449 EQUIVALENTS AT BEGINNING OF PERIOD
-------------------------------------------------------------------------------
CASH AND CASH 25,060 2,705 2,348
EQUIVALENTS AT
END OF PERIOD-------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED FOR THE SIX MONTHS ENDED 30 JUNE 2006, YEAR ENDED 31 DECEMBER 2006 AND SIX MONTHS ENDED 30 JUNE 2007
SHARE SHARE PREMIUM RETAINED EARNINGS TOTAL CAPITAL GBP GBP GBP GBP Attributable to equity 6,727 1,508 (4,530) 3,705 holders of the parent at 1 January 2006 Shares issued 2 9 - 11 Credit arising on share - - 53 53 options Loss for the half year - - (766) (766)
------------------------------------------------------------------------------- ATTRIBUTABLE TO EQUITY 6,729 1,517 (5,243) 3,003
HOLDERS OF THE PARENT AT 30
JUNE 2006-------------------------------------------------------------------------------
Attributable to equity 6,727 1,508 (4,530) 3,705 holders of the parent at 1 January 2006 Shares issued 4 16 - 20 Credit arising on share - - 106 106 options Loss for the year - - (1,245) (1,245)
------------------------------------------------------------------------------- ATTRIBUTABLE TO EQUITY 6,731 1,524 (5,669) 2,586
HOLDERS OF THE PARENT AT 31
DECEMBER 2006-------------------------------------------------------------------------------
Attributable to equity 6,731 1,524 (5,669) 2,586 holders of the parent at 1 January 2007 Shares issued 8,963 16,088 - 25,051 Share admission expenses - (1,149) - (1,149) Credit arising on share - - 214 214 options Loss for the half year - - (802) (802)
------------------------------------------------------------------------------- ATTRIBUTABLE TO EQUITY 15,694 16,463 (6,257) 25,900
HOLDERS OF THE PARENT AT 30
JUNE 2007-------------------------------------------------------------------------------NOTES TO THE FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 JUNE 20071 ACCOUNTING POLICIESGENERAL INFORMATION
PLUS Markets Group plc ("the Company") is a company incorporated in the United Kingdom under the Companies Act 1985. The Company's principal activity is that of a holding company, owning 100% of PLUS Markets plc, which is engaged in the operation of the PLUS market and is authorised and regulated by the Financial Services Authority. These financial statements are presented in Pounds Sterling being the currency of the primary economic environment in which the group operates.
BASIS OF ACCOUNTING
The consolidated financial information contained within these financial statements, which are unaudited, has been prepared in accordance with accounting policies which will be adopted in presenting the full year annual report and accounts. The full year annual report and accounts will be prepared for the first time in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
The financial information contained in this interim report does not constitute the Company's statutory accounts within the meaning of section 240 of the Companies Act 1985. The comparative information contained in this report for the year ended 31 December 2006 does not constitute the statutory accounts for that financial period. Those accounts (which were prepared under UK Generally Accepted Accounting Practice) have been reported on by the company's auditors, Deloitte & Touche LLP, and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985.
The Group has applied IFRS as adopted by the EU for the six month period ended 30 June 2007, with comparative figures for the six month period ended 30 June 2006 also presented under IFRS as adopted by the EU.
The financial statements are prepared under the historical cost convention, with the exception of investments which have been fair valued under IAS 39.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those of estimates.
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
At the date of authorisation of this Consolidated Additional Financial Information, the following accounting standards and interpretations relevant to the Group's operations were in issue but not yet mandatory:
IFRS 7 - Financial instruments: Disclosures; and the related amendment to IAS1 on capital disclosures.
The directors anticipate that the adoption of this standard in future periods will have no material impact on the financial statements of the Group except for additional disclosures on capital and financial instruments when the standard comes into effect (for periods commencing on or after 1 January 2007).
Amendment to International Accounting Standards ("IAS") 1 'Presentation of Financial Statements' on capital disclosures. This was issued by the International Accounting Standards Board ('IASB') in August 2005 for application in accounting periods beginning on or after 1 January 2007. This amendment will be adopted by the Group for year ending 31 December 2007
IFRS 8 Operating Segments. This was issued by the IASB in November 2006 for application in accounting periods beginning on or after 1 January 2009; early application is permitted. This accounting standard will be adopted by the Group following its adoption by the EU.
BASIS OF CONSOLIDATION The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to the reporting date. Control is achieved 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.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
FINANCIAL INSTRUMENTSAVAILABLE-FOR-SALE INVESTMENTSInvestments designated as available-for-sale are initially measured at cost.At subsequent reporting dates they are measured at fair value, with gains andlosses arising from changes in fair value being recognised directly in equity.
TRADE AND OTHER RECEIVABLES Trade debtors are measured at fair value which is the invoice value less any provisions for bad debts.
All other debtors are measured at amortised cost. Appropriate allowance for estimated irrecoverable amounts is recognised in the income statement 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.
TRADE AND OTHER PAYABLESTrade and other payables are measured at fair value which is the invoice value.
EQUITY INSTRUMENTS
Equity instruments issued by the Company are recorded at the proceeds receivable, net of direct issue costs.
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.
FOREIGN CURRENCIES Transactions in foreign currencies are recorded at the rates of exchange at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Gains and losses arising during the period on transactions denominated in foreign currencies are treated as normal items of income and expenditure in the income statement.
INTANGIBLE FIXED ASSETS The right to operate the PLUS market is valued at its cost of acquisition less provision for any impairment.
The Group's status as a Recognised Investment Exchange (RIE) is valued at the cost of the application to the Financial Services Authority plus the legal and other costs associated with preparing and presenting the application less any provision for any impairment.
Both the PLUS market and RIE status are considered to have an infinite life and therefore no amortisation is provided.
Costs relating to the development, installation and testing of the Company's trading platforms have been capitalized. They will be amortised over a three year period from the date of the launch of the platform.
On an annual basis, the Company carries out an impairment testing of its intangible assets by comparing their recoverable amounts with their carrying amounts.
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its estimated useful life as follows:
Office equipment Three Years
Furniture and fittings Three Years
IT equipment: Three Years
The carrying values of property, plant and equipment are subject to annual review and any impairment is charged to the income statement.
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.
DEFERRED TAXATION Deferred tax is the tax expected to be payable or recoverable on 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.
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.
REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.
Revenue comprises amounts derived from the provision of services which fall within the Company's ordinary activities after deduction of value added tax, all of which arise in one business segment and one geographical region, the United Kingdom. The turnover and pre-tax loss are attributable to the operation of the PLUS market. Deferred income arises on annual issuer and membership fees of the market and the trading service that are invoiced in advance of the service being provided.
Finance income is recognised at the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
SHARE BASED PAYMENTS In accordance with IFRS 1, the Company has adopted IFRS 2 and applied it to share options and equity instruments granted after 7 November 2002 that have not vested by 30 June 2007. IFRS 2 requires the recognition of share-based payments to employees at fair value at the date of grant.
The Company issues equity-settled share-based 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 over the vesting period, based on the Company'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 QCA-IRS Option Valuer(TM) (based on the Black-Scholes-Merton 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.
OPERATING LEASES Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
CRITICAL ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION UNCERTAINTY EQUITY-SETTLED SHARE-BASED PAYMENTS The fair value of share based payments is calculated by reference to a Black- Scholes-Merton model. Inputs into the model are based on management's best estimates of appropriate volatility, discount rate and share price growth.
2 OPERATING EXPENSES Other operating charges for the first half of 2007 included one off costs of GBP101,000 being the compensation for loss of office for the previous Chief Financial Officer, Darren Francis. In the first half of 2006 one-off costs comprised rebranding costs of GBP37,000 and legal costs of GBP96,000.
3 POST BALANCE SHEET EVENTS
RECOGNISED INVESTMENT EXCHANGE STATUS
On 19 July 2007, the Financial Services Authority granted PLUS Markets plc ("PLUS") Recognised Investment Exchange (RIE) status, conferring on it exactly the same rights and privileges as London Stock Exchange plc and other European Market Operators. On 23 July 2007, PLUS was also granted Recognised Stock Exchange status.
4 EXPLANATION OF TRANSITION TO IFRS
[A] RESTATEMENT OF GROUP FINANCIAL STATEMENTS ON ADOPTION OF IFRS
This is the first period for which the Group has presented its financial
statements under IFRS, as adopted for use in the European Union. The
following disclosures are required in the period of transition. The last
financial statements prepared under UK GAAP were for the year ended 31
December 2006 and the date of transition to IFRSs was therefore 1 January
2006.
[B] RECONCILIATION OF EQUITY AT 1 JANUARY 2006.
At the date of transition, the difference between the Company's balance sheet
under UK GAAP and IFRS was a reduction of GBP28,000 due to the amortisation
of the rent free period against the full life excluding the break period.
[C] INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2006 - EFFECT OF IAS
1 "PRESENTATION OF FINANCIAL STATEMENT" ON UK GAAP BALANCES
UK GAAP NOTE UK GAAP EFFECT OF IFRSS IFRS BALANCES IN IFRS FORMAT
BALANCES IN GBP'000s TRANSITION GBP'000s UK GAAP TO IFRSS FORMAT GBP'000s TURNOVER 929 - 929 REVENUE Staff costs (736) - (736) Administrative expenses Share based 1 (96) 43 (53) Charge in relation of share payments based payments Other 2 (966) (7) (973) Other operating expenses operating charges
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(1,798) 36 (1,762) OPERATING (869) 36 (833) OPERATING LOSS LOSS Interest 67 - 67 Finance income receivable
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LOSS ON (802) 36 (766) LOSS ON ORDINARY ACTIVITIES ORDINARY BEFORE TAXATION ACTIVITIES Tax on loss - - - Taxation on ordinary activities
-------------------------------------------------------------------------------
RETAINED (802) 36 (766) LOSS FOR THE PERIOD LOSS FOR ATTRIBUTABLE TO EQUITY HOLDERS THE PERIOD OF THE PARENT-------------------------------------------------------------------------------
Equity holders of the parent Loss per Loss per share share Basic and (0.60) 0.03 (0.57) Basic diluted Notes 1 Revision of share based payment calculation 2 Amortisation of the rent free period against the full life of the lease, rather than the period up to the first break.
[D] INCOME STATEMENT FOR THE TWELVE MONTHS ENDED 31 DECEMBER 2006 - EFFECT
OF IAS 1 "PRESENTATION OF FINANCIAL STATEMENT" ON UK GAAP BALANCES
UK GAAP NOTE UK GAAP EFFECT OF IFRSS IFRS BALANCES IN IFRS FORMAT
BALANCES IN GBP'000s TRANSITION GBP'000s UK GAAP TO IFRSS FORMAT GBP'000s TURNOVER 2,169 - 2,169 REVENUE Share based 1 (209) 103 (106) Charge in relation of share payments based payments Other 2 (3,414) (15) (3,429) Other operating expenses operating charges
-------------------------------------------------------------------------------
(3,623) 88 (3,535) OPERATING (1,454) 88 (1,366) OPERATING LOSS LOSS Interest 121 - 121 Finance income receivable
-------------------------------------------------------------------------------
LOSS ON (1,333) 88 (1,245) LOSS ON ORDINARY ACTIVITIES ORDINARY BEFORE TAXATION ACTIVITIES Tax on loss Taxation on ordinary activities
-------------------------------------------------------------------------------
RETAINED (1,333) 88 (1,245) LOSS FOR THE PERIOD
LOSS FOR ATTRIBUTABLE TO EQUITY HOLDERS THE PERIOD OF THE PARENT-------------------------------------------------------------------------------
Equity holders of the parent Loss per Loss per share share Basic and (0.99) 0.07 (0.92) Basic diluted Notes 1 Revision of share based payment calculation 2 Amortisation of the rent free period against the full life of the lease, rather than the period up to the first break.
[E] BALANCE SHEET AS AT 30 JUNE 2006 - EFFECT OF IAS 1 "PRESENTATION OF
FINANCIAL STATEMENTS" ON UK GAAP BALANCES
UK GAAP BALANCES NOTE UK GAAP EFFECT OF IFRSS IFRS BALANCES IN IFRS IN UK GAAP FORMAT GBP'000s TRANSITION GBP'000s FORMAT TO IFRSS GBP'000s FIXED ASSETS NON-CURRENT ASSETS Intangible - 1 500 220 720 Intangible assets Intellectual Property Rights Tangible 1 393 (220) 173 Property, plant and equipment Investments 1 - 1 Available-for-sale investments
-------------------------------------------------------------------------------
894 - 894 CURRENT ASSETS CURRENT ASSETS Debtors and 519 - 519 Trade and other prepayments receivables Cash at bank and 2,705 - 2,705 Cash and cash in hand equivalents
-------------------------------------------------------------------------------
3,224 - 3,224 CREDITORS: AMOUNTS CURRENT LIABILITIES FALLING DUE WITHIN ONE YEAR Creditors and 2 (328) (35) (363) Trade and other accruals payables Deferred income (752) - (752) Deferred income
------------------------------------------------------------------------------- (1,080) - (1,115)------------------------------------------------------------------------------- NET CURRENT ASSETS 2,144 - 2,109 NET CURRENT ASSETS------------------------------------------------------------------------------- NET ASSETS 3,038 - 3,003 NET ASSETS-------------------------------------------------------------------------------
CAPITAL AND EQUITY RESERVES Called up share 6,729 - 6,729 Share capital capital Share premium 1,517 - 1,517 Share premium account Profit & loss 2 (5,208) (35) (5,243) Retained earnings account
-------------------------------------------------------------------------------
EQUITY 3,038 - 3,003 EQUITY ATTRIBUTABLE TO SHAREHOLDERS FUNDS EQUITY HOLDERS OF THE PARENT-------------------------------------------------------------------------------
Notes 1 Reclassification of trading platform development from tangibles to intangibles 2 Amortisation of the rent free period against the full life of the lease, rather than the period up to the first break. [F] BALANCE SHEET AS AT 31 DECEMBER 2006 - EFFECT OF IAS 1 "PRESENTATION OF
FINANCIAL STATEMENTS" ON UK GAAP BALANCES
UK GAAP BALANCES NOTE UK GAAP EFFECT OF IFRSS IFRS BALANCES IN IFRS IN UK GAAP FORMAT GBP'000s TRANSITION GBP'000s FORMAT TO IFRSS GBP'000s FIXED ASSETS NON-CURRENT ASSETS Intangible - 1 500 142 642 Intangible assets Intellectual Property Rights Tangible 1 250 (142) 108 Property, plant and equipment Investments 1 - 1 Available-for-sale investments
-------------------------------------------------------------------------------
751 - 751 CURRENT ASSETS CURRENT ASSETS Debtors and 1,591 - 1,591 Trade and other prepayments receivables Cash at bank and 2,348 - 2,348 Cash and cash in hand equivalents
-------------------------------------------------------------------------------
3,939 - 3,939 CREDITORS: AMOUNTS CURRENT LIABILITIES FALLING DUE WITHIN ONE YEAR Creditors and 2 (466) (43) (509) Trade and other accruals payables Deferred income (1,595) - (1,595) Deferred income
------------------------------------------------------------------------------- (2,061) - (2,104)------------------------------------------------------------------------------- NET CURRENT ASSETS 1,878 - 1,835 NET CURRENT ASSETS------------------------------------------------------------------------------- NET ASSETS 2,629 - 2,586 NET ASSETS-------------------------------------------------------------------------------
CAPITAL AND EQUITY RESERVES Called up share 6,731 - 6,731 Share capital capital Share premium 1,524 - 1,524 Share premium account Profit & loss 2 (5,626) (43) (5,669) Retained earnings account
-------------------------------------------------------------------------------
EQUITY 2,629 - 2,586 EQUITY ATTRIBUTABLE TO SHAREHOLDERS FUNDS EQUITY HOLDERS OF THE PARENT-------------------------------------------------------------------------------
Notes 1 Reclassification of trading platform development from tangibles to intangibles 2 Amortisation of the rent free period against the full life of the lease, rather than the period up to the first break.
[G] RESTATEMENT OF CONSOLIDATED CASH FLOW STATEMENT ON ADOPTION OF IFRS The presentation of the cash flow statement as specified by IAS 7 differs from UK GAAP requirements. A number of items have been reclassified, but there is no impact on cash flows. There is no change to the level of Cash and cash equivalents at either the start or end of the year.
INDEPENDENT REVIEW REPORT TO PLUS MARKETS GROUP PLC
INTRODUCTION
We have been instructed by the Company to review the financial information for the six months ended 30 June 2007 which comprises the Consolidated income statement, the Consolidated balance sheet, the Consolidated cash flow statement, the Consolidated statement of changes in equity and related notes 1 to 4. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information.
This report is made solely to the Company, in accordance with Bulletin 1999/4 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.
DIRECTORS' RESPONSIBILITIES
The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are also responsible for ensuring that the accounting policies and presentation applied to the interim figures are consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed.
FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
As disclosed in note 1, the next annual financial statements of the Group will be prepared in accordance with International Financial Reporting Standards as adopted for use in the EU. Accordingly, the interim report has been prepared in accordance with the recognition and measurement criteria of IFRS and the disclosure requirements of the Listing Rules that would be applicable if the company were admitted to the Official List.
REVIEW WORK PERFORMED
We conducted our review in accordance with the guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with International Standards on Auditing (UK and Ireland) and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information.
REVIEW CONCLUSION
On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2007.
DELOITTE & TOUCHE LLPCHARTERED ACCOUNTANTSLondon, United Kingdom21st September, 2007
PLUS Markets Group plc