EDL.L Regulatory News (EDL)

30 Sep 2008 07:00



TV COMMERCE HOLDINGS PLC (THE "COMPANY")

HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2008

TV Commerce Holdings plc is pleased to announce its half-yearly results for the six months ended 30 June 2008.

CHAIRMAN'S STATEMENT

As we announced on 10 September 2008, it is proposed that the Company becomes an investing company, pursuant to the AIM Rules for Companies with an investing strategy, shareholder consent for which is being sought at the Annual General Meeting to be held later today. Conditional upon this consent, the Company will continue to seek investment opportunities and further announcements will be made in this respect in due course.

We also announced that the Company is proposing a capital reorganisation and fund raising, shareholder consent for which is also is being sought at an Extraordinary General Meeting, also to be held later today.

Shareholders should be aware that, whilst the Company has received limited financial support from a substantial shareholder to meet a shortfall against present requirements, should the resolutions put to shareholders at the AGM and EGM later today not be passed then the Directors are not satisfied the Company will continue to be able to meet its liabilities when they fall due. In the absence of alternative sources of finance, the Company may not be able to continue to operate.

The Company's financial results for the six months ended 30 June 2008 are set out below.

Andrew Mintern

Chairman

30 September 2008 

For further information contact:

CONSOLIDATED INCOME STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2008

CONSOLIDATED BALANCE SHEET

FOR THE SIX MONTHS ENDED 30 JUNE 2008

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2008

CONSOLIDATED CASH FLOW STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2008

NOTES TO THE HALF-YEARLY REPORT

FOR THE SIX MONTHS ENDED 30 JUNE 2008

1 Financial Information and Basis of Preparation

The unaudited financial information comprises the consolidated half-yearly balance sheets as at 30 June 2008 and 30 June 2007 and the related consolidated half-yearly statements of income, change in equity and cash flows and related notes for six months ended (hereinafter referred to as the "financial information").

The financial information, including the comparative figures for the year ended 31 December 2007, do not constitute statutory financial statements for the purposes of Section 240 of the Companies Act 1985. A copy of the statutory financial statements for the year ended 31 December 2007, prepared in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS) as adopted by the European Union, has been delivered to the Registrar of Companies and contained an unqualified auditors' report in accordance with Section 235 of the Companies Act 1985.

The half-yearly financial information has been prepared in accordance with the recognition and measurement requirements of IFRS as endorsed by the European Union. The Directors do not consider that there are any changes to the Group's accounting policies set out in the 2007 Annual Report. As permitted, the Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this half-yearly financial information.

2 Going Concern

The half-yearly financial information has been prepared on the basis that the Group is not a going concern following a decision to cease trading activities on 28 February 2007. A revised investment strategy was approved by the shareholders at last the Annual General Meeting. In line with AIM Rule 15, the Group will then have 12 months from the date of the last Annual General Meeting to implement its investing strategy or complete a reverse takeover.

Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, as a result, has led to the publication of a circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term, the Company will receive limited financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not satisfied the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.

3 Basis of Consolidation

The half-yearly financial information consolidates the Financial Statements of TV Commerce Holdings PLC and all its subsidiary undertakings made up to 31 June 2008 accounted for under merger accounting. Profits and losses on intra-group transactions are eliminated on consolidation.

4 Capital Reduction

On 23 January 2008, Court approved a capital reorganisation within the Company. This reduced the authorised share capital of the Company from £1,250,000 divided into 125,000,000 Ordinary Shares of 0.1p each and 1,125,000,000 Deferred Shares of 0.1p each to £125,000 divided into 125,000,000 Ordinary Shares of 0.1p each and cancelled the share premium account of the Company.

As a result the issued share capital decreased from £641,796 divided into 64,179,932 Ordinary Shares of 0.1p each and 577,616,688 Deferred Shares of 0.1p to £64,180 divided into 64,179,932 Ordinary Shares of 0.1p each.

The resolution also required, conditional to the Court's approval to the capital reorganisation, that the amount standing to the credit of the share premium account be cancelled; and that the Deferred Shares also to be cancelled and extinguished.

On 17 March 2008, £399,903.29 was returned to shareholders via a payment of 0.6231p per share in relation to the capital reduction.

5 Earnings Per Share

The calculation of the basic and diluted earnings per share is based on the following data: