29 Jun 2012 16:25
IPOINT MEDIA PLC
(iPoint Media" or the "Company")
FINAL RESULTS
The Company announces its final results for the year ended 31 December 2011.
Chairman Robert Hayim commented: "The Company has been able to retain its admission to the AIM market of the London Stock Exchange as an investing company. The Company has today sent to shareholders proposals to shareholders providing details of a placing, and containing proposals for a capital reorganisation and a change in investing policy."
FOR FURTHER INFORMATION, PLEASE CONTACT:
iPoint-media Plc | |
Simon Marks | +972 (0)3 606 1600 |
Libertas Capital Corporate Finance Limited | |
Sandy Jamieson
| +44 (0)20 7569 9650 |
Rivington Street Corporate Finance Limited: Jon Levinson / Tom Stockton +44 (0)20 7562 3365 | |
CHAIRMAN'S STATEMENT
On 15 June 2012 the Company announced that it has conditionally raised £250,000 through the placing of zero coupon secured loan notes, which are convertible into new ordinary shares in the Company (the "Placing"). The Placing is conditional on the Company undertaking a capital reorganisation, which is subject to shareholders' approval at the general meeting due to take place on 19 July 2012. It is intended that conversion of all the secured loan notes will take place immediately following the capital reorganisation, and, the secured loan notes will convert into shares reflecting 81.2% of the enlarged, and fully diluted, share capital of the Company. Further details of the Placing and the capital reorganisation can be found in the circular to shareholders dated 29 June 2012, a copy of which is available on the Company's website: www.ipoint-media.co.uk.
Following the restructuring of the Company's debt and business at the end of 2010, the Company has been focusing on its investment policy, which is to seek to acquire or invest in companies in the technology sector in Europe, the Far East and North America.
During the last financial year your Board has reviewed several potential projects capable of fulfilling the Company's investment criteria and to build shareholder value. Whilst several opportunities were reviewed they either failed to meet the criteria or it was not possible to conclude a transaction.
As announced in our last interim statement, under the terms of AIM Rule 15, the Company had until 13 December 2011, being 12 months from the date on which the investment policy was approved by shareholders, to implement its investment policy. As the investment policy had not been implemented by this date, trading in the Company's shares was suspended on 14 December 2011 and the Company was provisionally suspended for six months, through to 14 June 2012. This meant that if the Company failed to undertake a reverse takeover or otherwise implement its investment policy by 14 June 2012, the admission of the Company's shares on AIM would have been cancelled.
Accordingly, as the offer of investment via the Placing was the only viable way for the Company to retain its listing on AIM while allowing an opportunity for the shareholders to retain a stake in the Company going forward, the directors concluded that the best course of action was to accept an investment via the Placing, subject to receipt of shareholder approval to the resolutions being proposed at the general meeting to take place on 19 July 2012.
If the Company had not accepted the offer of investment via the Placing and if the resolutions proposed at the general meeting are not approved, the only alternative would be for the Company to be placed into liquidation.
Further details of the Placing and the capital reorganisation can be found in the circular to shareholders dated 29 June 2012, a copy of which is available on the Company's website: www.ipoint-media.co.uk
Financials
The Company's focus is that of an investing company. During the period under review the Company made a loss of £46,915 (2010: loss of £993,746).
Outlook
The directors believe that the Company has met its objectives and looks forward to a new life to be determined by the new board to be appointed following the general meeting.
I would like to take this opportunity to thank the board and our shareholders for their support throughout this transitional time for the Company.
Robert Hayim
Acting Chairman
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 | 2010 |
| ||
| Notes | £ | £ |
| |
| ||||
Administrative expenses | (46,915) | (528,736) |
| |
Other income | - | 100,000 |
| |
------------------- | ------------------- |
| ||
Operating loss | (46,915) | (428,736) |
| |
| ||||
Loss on disposal | - | (420,858) |
| |
Net finance costs | 2 | - | (144,152) |
|
------------------- | ------------------- |
| ||
| ||||
Loss for the year before taxation | (46,915) | (993,746) |
| |
| ||||
Tax on loss on ordinary activities | - | - |
| |
------------------- | ------------------ |
| ||
Net loss for the year | (46,915) | (993,746) |
| |
========== | ========== |
| ||
Loss per share- basic and diluted |
| |||
4 |
(0.031)p |
(0.67)p | ||
========== | ========== | |||
All recognised gains and losses are included in the income statement.
|
|
BALANCE SHEET
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 | 2010 | ||
Notes | £ | £ | |
ASSETS | |||
Non-Current assets | |||
Fixed assets investments | 5 | 49,900 | 49,900 |
Current assets | |||
Other receivables | 6 | 1,715 | 108,699 |
Cash and cash equivalents | 7 | 1,589 | 8,732 |
----------------- | --------------------- | ||
3,304 | 117,431 | ||
----------------- | --------------------- | ||
TOTAL ASSETS | 53,204 | 167,331 | |
----------------- | --------------------- | ||
EQUITY AND LIABILITIES | |||
Share capital and reserves | |||
Issued capital | 8 | 623,301 | 623,301 |
Share premium | 3,729,817 | 3,729,817 | |
Other components of equity | - | 372,973 | |
Merger reserve | 6,797,313 | 6,797,313 | |
Retained earnings | (11,108,724) | (11,434,782) | |
----------------------- | ------------------------ | ||
TOTAL EQUITY | 41,707 | 88,622 | |
---------------------- | ------------------------- | ||
Current liabilities | |||
Trade payables | 9 | 11,497 | 78,709 |
----------------- | --------------------- | ||
TOTAL CURRENT LIABILITIES | 11,497 | 78,709 | |
----------------- | --------------------- | ||
TOTAL EQUITY AND LIABILITIES | 53,204 | 167,331 | |
======== | ========== |
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 | 2010 | ||
Notes | £ | £ | |
Cash flows from operating activities | |||
Cash paid to suppliers | (107,143) | (265,811) | |
---------------------- | ------------------- | ||
Cash absorbed by operations | (107,143) | (265,811) | |
Interest paid | - | (70,934) | |
Interest received | - | - | |
---------------------- | ------------------- | ||
Net cash outflow from operating activities | (107,143) | (336,745) | |
---------------------- | ------------------- | ||
Cash flows from financing activities | |||
Proceeds from issue of shares | - | 161,335 | |
Cash injection following restructuring | 100,000 | - | |
Proceeds from issue of loan notes | - | 519,002 | |
Costs of shares issue | - | (53,978) | |
Exercise of share options | - | 5,134 | |
Loan to subsidiary undertaking | - | (727,694) | |
-------------------- | ------------------- | ||
Net cash inflow/(ouflow) from financing activities | 100,000 | (96,201) | |
-------------------- | ------------------- | ||
Net decrease in cash and cash equivalents | (7,143) | (432,946) | |
Cash and cash equivalents brought forward | 8,732 | 441,678 | |
-------------------- | ------------------- | ||
Cash and cash equivalents carried forward | 7 | 1,589 | 8,732 |
========== | ========== | ||
Represented by: | |||
Cash balances | 1,589 | 8,732 | |
========== | ========== |
IPOINT MEDIA PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Share capital |
Share premium | Other components of equity |
Merger reserve |
Retained Earnings |
Total | |
£ | £ | £ | £ | £ | £ | |
At 1 January 2010 | 593,933 | 3,577,075 | 448,175 | 6,797,313 | (10,441,036) | 975,460 |
Shares issued in period for cash | 23,240 | 138,095 | - | - | - | 161,335 |
Equity component of loan notes | - | - | 94,841 | - | - | 94,841 |
Shares issued in year for services | 5,253 | 40,271 | - | - | - | 45,524 |
Share issue costs | - | (29,883) | (24,095) | - | - | (53,978) |
Exercise of share options | 875 | 4,259 | - | - | - | 5,134 |
Share based payments | - | - | 26,508 | - | 26,508 | |
Total comprehensive loss for the year | - | - | (172,456) | - | (993,746) | (1,166,202) |
At 31 December 2010 | 623,301 | 3,729,817 | 372,973 | 6,797,313 | (11,434,782) | 88,622 |
Expiry of all options | - | - | (372,973) | - | 372,973 | - |
Total comprehensive loss for the year | - | - | - | - | (46,915) | (46,915) |
At 31 December 2011 | 623,301 | 3,729,817 | - | 6,797,313 | (11,108,724) | 41,707 |
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
The financial information contained in this document does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The figures for the year ended 31 December 2011 have been
extracted from the audited statutory financial statements. The financial statements for the year ended 31 December 2010 received an unqualified auditors' report
2. Loss per share
The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue. There are no warrants and share options in issue in the company.
The weighted average number of shares in the year were: | 2011 | 2010 | |
Number | Number | ||
Basic | 148,970,525 | 148,970,525 | |
=========== | ============= | ||
£ | £ | ||
Loss attributable to equity shareholders | (46,915) | (993,746) | |
========== | ========== | ||
Basic and diluted loss per share | (0.031)p | (0.67)p | |
========== | ========== |
3. Post balance sheet events
On 15 June 2012 the Company announced that it has conditionally raised £250,000 through the placing of zero coupon secured loan notes, which are convertible into new ordinary shares in the Company (the "Placing"). The Placing is conditional on the Company undertaking a capital reorganisation, which is subject to shareholders' approval at the general meeting due to take place on 19 July 2012. It is intended that conversion of all the secured loan notes will take place immediately following the capital reorganisation, and, the secured loan notes will convert into shares reflecting 81.2% of the enlarged, and fully diluted, share capital of the Company. Further details of the Placing and the capital reorganisation can be found in the circular to shareholders dated 29 June 2012, a copy of which is available on the Company's website: www.ipoint-media.co.uk.
4. Distribution of Annual Report
A copy of the Annual Report and Financial Statements, together with a notice of the Annual General Meeting, will be sent to all shareholders shortly. Further copies will be available from the Company's registered address at Longmead House Brunton, Collinbourne Kingston, Marlborough, Wiltshire SN8 3SE and from the Company's website, www.ipoint-media.co.uk.