15 Sep 2010 07:00
15 September 2010
Toumaz Limited
Interim results
Toumaz Limited (AIM: TMZ, 'Toumaz'), a pioneer in low cost, ultra-low power wireless communications technology, has published its interim results for the six months to 30 June 2010.
Highlights
·; Secured strategic partnership with leading industry player: Quanta Computer
·; Successfully launched and delivered MILTON DAB/FM radio chip
·; Cash balance at 30 June 2010 of £5.5m
·; Post period end launch of XENIF multimedia and internet chip - ahead of schedule
Professor Chris Toumazou, Chief Executive of Toumaz, commented,
"The progress that we have made this half demonstrates our capability to produce and deliver products for the consumer connectivity markets. Sales to key customers have commenced and revenues are expected to start coming through this year.
"Our key partnership with Quanta, which is looking to address the home health markets in China, is an exciting opportunity to deliver on our strategy of getting ultra-low power, connectivity technology into the consumer and home-health markets."
Enquiries:
| Toumaz Limited | 020 7355 0036 |
| Chris Toumazou, Chief Executive Officer |
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| Patrick Stephansen, Chief Financial Officer |
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| FinnCap | 020 7600 1658 |
| Charlie Cunningham (Corporate Finance) |
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| Brian Patient/Tom Jenkins (Corporate Broking) |
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| College Hill | 020 7457 2020 |
| Adrian Duffield/Rozi Morris |
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About Toumaz (www.toumaz.com)
Toumaz is pioneering low cost, ultra-low power wireless technologies for a wide range of markets including medical monitoring and internet-connected consumer devices.
Targeting the Healthcare market, Toumaz's licensable smart sensor interface and transceiver platform, Sensium, is a leader in real-time wireless monitoring of the body's vital signs. Sensium has the potential to transform medical monitoring and reduce the cost of healthcare by wirelessly connecting individuals to healthcare providers - simply, affordably and unobtrusively. For healthcare professionals, this creates new opportunities for pro-active monitoring and improved quality of care. For patients, it delivers new opportunities for lifestyle-compatible personalised healthcare.
Toumaz also uses its ultra low power expertise to design devices for wireless connectivity and internet-connected consumer products. Toumaz currently supplies FM/DAB radio chips and complete modules to leaders in the digital radio market, such as PURE.
Toumaz is an AIM listed company (AIM: TMZ) with development centres in Oxford, UK and Taipei City, Taiwan.
Overview
Toumaz's development of innovative, high-margin, leading solutions based on its ultra-low power 'AMx' technology continues to be the key driver of competitive advantage. Toumaz continues to develop innovative hardware, software and systems to enable connected freedom in the healthcare and consumer markets.
Toumaz is pursuing a business model based on technology licensing and generation of long term royalties from partner products and solutions, as well as the supply of innovative semiconductor devices and system modules.
Toumaz continues to licence its Sensium healthcare platform and in July signed a new licence agreement for the platform with Quanta Computer Inc ("Quanta"), a leading original design manufacturer of smartphones and laptops and a global leader in cloud connectivity. Clinical trials of the digital plaster wireless monitoring system, based on the Sensium, were successfully completed at St. Mary's Hospital in London.
Toumaz's technology developments for the connected consumer market have progressed according to plan. The MILTON DAB/FM module was launched and has already gained initial orders from customers. The XENIF multimedia and internet chip was launched on 14 September 2010.
Operational Review
Healthcare
Toumaz's core technology offering, the Sensium, focuses on "body area networks" for end-to-end healthcare systems. The Sensium is an ultra low power technology platform that provides unobtrusive, continuous, wireless monitoring of vital signs that enables the analysis and interpretation of physiological data.
Milestones have been met in the development of Toumaz's strategic partner's Sensium-based digital plaster system, for which Toumaz has licensed its IP to allow the creation of an end-to-end wireless monitoring solution. The comparative trial between a Sensium based plaster and current state-of-the-art monitoring equipment was successfully completed at St Mary's Hospital, London, in February 2010.
Toumaz's strategic partner is expected to carry our further trials of the complete end-to-end system in early 2011 and consequently the project will progress towards commercial launch, including regulatory filling in 2011. The development contract with the strategic partner has also been extended until the first half of next year, securing continued development income.
Post the period end, Toumaz signed a licence agreement for the Sensium healthcare platform with Quanta to develop a wireless monitoring system for the home healthcare market. Toumaz expects to sell the high margin TZ1030 Sensium platform chips to Quanta for use in initial prototyping.
Toumaz is progressing as planned with the design of the next generation of integrated circuit for the Sensium platform. The TZ1031, a feature enhanced and cost reduced version of the original TZ1030 technology used in the Sensium healthcare platform, is progressing according to plan and will be in production during the first part of 2011.
Consumer
Toumaz supplies DAB/FM radio devices to the digital broadcast radio market, including PURE radio. In April this year Toumaz successfully launched MILTON to offer customers a more complete solution and address a wider digital radio customer base. The first orders of these modules have already been delivered to customers.
Furthermore, XENIF, a multimedia and internet connectivity chip based on licensed IP from Imagination Technologies, was launched on 14 September 2010, ahead of schedule. This device extends Toumaz's market reach from purely DAB/FM radio receivers to internet connected consumer products and is the first time that radio and internet has been combined into one chip. First volume deliveries to Toumaz's lead customer will commence during Q4 2010, in time for the Christmas 2010 market.
TELRAN, an ultra low power radio receiver and transmitter, capable of connectivity with the Sensium healthcare platform, is on course for launch in the early part of 2011.
Financial Review
For the first six months of 2010 Toumaz's revenues were £1.2m (H1 2009:£2.6m). Development fees accounted for most of this income.
The higher R&D costs at £1.9m (2009: £0.6m) reflect costs due to the successful completion and imminent launch of several chip development projects (XENIF, TELRAN and MILTON). SG&A costs were flat at £1.4m.
Toumaz has increased its resources, and total labour costs amounted to £1.9m (2009: £1.3m). However, the 2009 numbers did not include Future Waves costs for the first five months of the period.
The Group reported a loss after tax of £3.6m (H1 2009: loss £0.8m). The loss per share was 0.61p (H1 2009: loss 0.29p).
Cash inflow included £1.17m of revenues and R&D tax credits. This resulted in cash receipts of £1.7m. Cash outflow from operations was £5.2m resulting in net negative cash flow for the period of £3.5m. The cash balance as of 30 June 2010 was £5.5m (31 December 2009: £9.0m). The demand of resources for the various projects has resulted in increased use of contract personnel. The Group expect this requirement to be temporary and for contract costs to decrease from end of the year.
Outlook
Toumaz's focus during the second half of 2010 remains on the launch of the XENIF solution, the volume production of MILTON, and the completion of TELRAN as well as the TZ1031, a next generation chip for the Sensium healthcare platform. Volume product orders for XENIF and MILTON have already been received and initial deliveries of XENIF to Toumaz's lead customer are expected to start in October.
The launch of the XENIF will allow Toumaz to start marketing to new potential customers in the connected consumer space. The XENIF development focus will now shift to creating a module and a complete software and hardware solution for these new customers. As a result Toumaz does not expect to see volume sales of low margin products.
Volume orders of higher margin new products are expected to pick up during the first half of 2011 due to the time lag for software development, testing and design-in.
Further trials of the complete end-to-end Sensium system are expected to start in early 2011. This will clear the way for FDA and CE regulatory filing during 2011, with the first royalty revenues expected in the latter part of that year. Further development work to enhance levels of integration by incorporating the next generation chip into the partner's digital plaster system will be carried out, generating further development income.
Toumaz will support Quanta in its development of a wireless monitoring system for the home healthcare market which will be the first demonstrator of the Sensium for home health applications. Initial prototype chip orders are expected in the first quarter 2011.
Overall, with a sound cash balance and good progress both in sales opportunities and technology developments, the Board remains very positive about the Group's prospects.
Consolidated Statement of Comprehensive Income for the period ended 30 June 2010
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| Note | Unaudited Six months ended 30 June 2010 | Restated Unaudited Six months ended 30 June 2009 | Audited Year ended 31 December 2009 |
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| £'000 | £'000 | £'000 |
| Revenue |
| 1,179 | 2,641 | 3,957 |
| Cost of sales |
| (660) | (1,063) | (1,908) |
| Gross profit |
| 519 | 1,578 | 2,049 |
| Administrative expenses - amortisation of intellectual property |
| (738) | (346) | (1,084) |
| Administrative expenses - other |
| (3,522) | (2,076) | (5,763) |
| Total administrative expenses |
| (4,260) | (2,422) | (6,847) |
| Loss from continuing operations |
| (3,741) | (844) | (4,798) |
| Impairment of equity accounted joint venture |
| - | (2) | (2) |
| Finance income |
| 13 | 1 | 2 |
| Finance expense |
| - | - | (2) |
| Loss before taxation |
| (3,728) | (845) | (4,800) |
| Taxation |
| 110 | - | 401 |
| Loss for period attributable to equity shareholders |
| (3,618) | (845) | (4,399) |
| Other comprehensive income |
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| Exchange differences on translating foreign operations |
| 7 | 38 | (64) |
| Other comprehensive income |
| 7 | 38 | (64) |
| Total comprehensive income for the period |
| (3,611) | (807) | (4,463) |
| Basic and diluted loss per share | 3 | (0.61)p | (0.29)p | (1.16)p |
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Consolidated Statement of Financial Position
at 30 June 2010
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Note | Unaudited 30 June 2010 | Restated Unaudited 30 June 2009 | Audited 31 December 2009 |
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| £'000 | £'000 | £'000 |
| Assets |
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| Non-current assets |
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| Goodwill | 4 | 16,533 | 16,533 | 16,533 |
| Other intangible assets | 5 | 7,530 | 8,990 | 8,268 |
| Property, plant and equipment |
| 220 | 338 | 242 |
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| 24,283 | 25,861 | 25,043 |
| Current assets |
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| Inventories |
| 171 | 232 | 101 |
| Tax receivable |
| 522 | 660 | 632 |
| Trade and other receivables | 6 | 514 | 1,019 | 530 |
| Cash and cash equivalents |
| 5,547 | 645 | 9,046 |
| Total current assets |
| 6,754 | 2,556 | 10,309 |
| Total assets |
| 31,037 | 28,417 | 35,352 |
| Liabilities |
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| Current liabilities |
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| Trade and other payables | 7 | 1,868 | 3,980 | 2,695 |
| Total liabilities |
| 1,868 | 3,980 | 2,695 |
| Equity |
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| Share capital | 8 | 1,481 | 1,046 | 1,478 |
| Share premium |
| 48,418 | 37,350 | 48,378 |
| Share based payment reserve |
| 1,812 | 1,316 | 1,732 |
| Retained earnings |
| (22,542) | (15,275) | (18,931) |
| Total equity |
| 29,169 | 24,437 | 35,657 |
| Total equity and liabilities |
| 31,037 | 28,417 | 35,352 |
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Consolidated Statement of Changes in Equity
for the period ended 30 June 2010
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| Share capital | Share Premium account | Share Based payment | Retained earnings | Total equity |
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| £'000 | £'000 | £'000 | £'000 | £'000 |
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| At 1 January 2010 | 1,478 | 48,378 | 1,732 | (18,931) | 32,657 |
| Share-based payments | - | - | 80 | - | 80 |
| Issue of share capital | 3 | 42 | - | - | 45 |
| Costs of share issue | - | (2) | - | - | (2) |
| Transactions with owners | 3 | 40 | 80 | - | 123 |
| Loss for the period | - | - | - | (3,618) | (3,618) |
| Other comprehensive income |
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| Exchange differences on translating foreign operations | - | - | - | 7 | 7 |
| Total other comprehensive income | - | - | - | 7 | 7 |
| Balance at 30 June 2010 | 1,481 | 48,418 | 1,812 | (22,542) | 29,169 |
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| Share capital | Share premium account | Share based payment | Retained earnings | Total equity |
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| £'000 | £'000 | £'000 | £'000 | £'000 |
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| Balance at 1 January 2009 | 602 | 27,237 | 751 | (14,468) | 14,122 |
| Share-based payments | - | - | 565 | - | 565 |
| Issue of share capital | 444 | 10,217 | - | - | 10,661 |
| Costs of share issue | - | (104) | - | - | (104) |
| Transactions with owners | 444 | 10,113 | 565 | - | 11,122 |
| Loss for the period | - | - | - | (845) | (845) |
| Other comprehensive income |
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| Exchange differences on translating foreign operations | - | - | - | 38 | 38 |
| Total other comprehensive income | - | - | - | 38 | 38 |
| Balance at 30 June 2009 | 1,046 | 37,350 | 1,316 | (15,275) | 24,437 |
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| Share capital | Share Premium account | Share Based payment | Retained earnings | Total equity |
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| £'000 | £'000 | £'000 | £'000 | £'000 |
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| Balance at 1 January 2009 | 602 | 27,237 | 751 | (14,468) | 14,122 |
| Share-based payments | - | - | 981 | - | 981 |
| Issue of share capital | 876 | 21,785 | - | - | 22,661 |
| Costs of share issue | - | (644) | - | - | (644) |
| Transactions with owners | 876 | 21,141 | 981 | - | 22,998 |
| Loss for the period | - | - | - | (4,399) | (4,399) |
| Other comprehensive income |
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| Exchange differences on translating foreign operations | - | - | - | (64) | (64) |
| Total other comprehensive income | - | - | - | (64) | (64) |
| Balance at 31 December 2009 | 1,478 | 48,378 | 1,732 | (18,931) | 32,657 |
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Consolidated Cash Flow Statement
For the period ended 30 June 2010
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| Unaudited Six months ended 30 June 2010 | Restated Unaudited Six months ended 30 June 2009 | Audited Year ended 31 December 2009 |
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| £'000 | £'000 | £'000 |
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| Cash flows from operating activities |
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| Loss before taxation | (3,728) | (845) | (4,800) |
| Amortisation | 738 | 302 | 1,084 |
| Depreciation | 58 | 50 | 118 |
| Loss on disposal of fixed assets | - | - | 46 |
| Provision against loan from joint venture | - | 28 | 28 |
| Share based payments | 80 | 151 | 567 |
| Interest received | (13) | (1) | (2) |
| Interest paid | - | 2 | 2 |
| Increase in inventories | (70) | (179) | (48) |
| Decrease in trade and other receivables | 16 | 23 | 113 |
| (Decrease)/Increase in trade and other payables | (827) | 959 | 75 |
| Foreign exchange reserve movements | 7 | 38 | (64) |
| Tax refund | 220 | - | 427 |
| Net cash (outflow)/inflow from operating activities | (3,519) | 528 | (2,454) |
| Cash flow from investing activities |
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| Purchase of and loans to subsidiaries, joint ventures and associates | - | (1,224) | (1,224) |
| Payments to acquire intangible fixed assets | - | (4,183) | (4,243) |
| Net cash acquired with subsidiary | - | 162 | 162 |
| Purchase of property, plant and equipment | (36) | (8) | (23) |
| Proceeds from the sale of Joint Ventures | - | 25 | 25 |
| Interest paid | 13 | - | (2) |
| Interest received | - | 1 | 2 |
| Net cash used in investing activities | (23) | (5,227) | (5,303) |
| Cash flow from financing activities |
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| Proceeds from issue of share capital | 45 | 5,151 | 17,151 |
| Share issue costs | (2) | (103) | (644) |
| Net cash inflow from financing activities | 43 | 5,048 | 16,507 |
| Net change in cash and cash equivalents | (3,499) | 349 | 8,750 |
| Cash and cash equivalents at beginning of period | 9,046 | 296 | 296 |
| Cash and cash equivalents at end of period | 5,547 | 645 | 9,046 |
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Notes to the Interim Report For the period ended 30 June 2010
1. Nature of operations and general information
Toumaz Limited (formerly Toumaz Holdings Ltd) and subsidiaries' ('the Group') principal activity is that of commercial exploitation of ultra-low power wireless infrastructure technologies with commercial propositions for the healthcare and electronic sectors.
Toumaz Limited is the Group's ultimate parent company. It is incorporated the Cayman Islands. The address of Toumaz Limited's registered office is Walker House, Mary Street, PO Box 908 GT George Town, Grand Cayman, Cayman Islands. Toumaz Limited's shares are listed on the Alternative Investment Market of the London Stock Exchange.
Toumaz Limited's consolidated interim financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company.
The financial information set out in this interim report does not constitute statutory accounts. The Group's statutory financial statements for the year ended 31 December 2009 are available from the Group's website. The auditor's report on those financial statements was unqualified
2. Accounting Policies
Basis of Preperation
These interim condensed consolidated financial statements are for the six months ended 30 June 2010. They have been prepared following the recognition and measurement principles of IFRS. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2009.
These financial statements have been prepared on the going concern basis and under the historical cost convention.
These condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 31 December 2009.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these condensed consolidated interim financial statements.
The information for the period ended 30 June 2009 has been restated from that previously reported to bring the results and financial position in line with that reported in the audited accounts for the year ended 31 December 2009. At the date of the interim statement, as at 30 June 2009, certain estimates were used relating to the acquisition and consolidation of Future Waves (UK) Limited which have been revised. These principally relate to the independent valuation of intangible assets acquired, the impact of employee share options transferred and converted into Toumaz Limited share options and the Tax credit subsequently agreed with HMRC for Future Waves (UK) Limited.
3. Loss per share
The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The impact of the share options and share warrant on the loss per share is anti-dilutive.
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| Basic loss per share | ||
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| Unaudited Six months ended 30 June 2009 | Unaudited Six months ended 30 June 2009 | Audited Year ended 31 December 2009 |
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| Loss for the period attributable to equity shareholders | £3,618,000 | £845,000 | £4,399,000 |
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| Weighted average number of 0.25p ordinary shares | 592,154,957 | 289,293,906 |
380,596,526 |
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| (Loss) per share - basic and diluted | (0.61)p | (0.29)p | (1.16)p |
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4. Goodwill
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| Toumaz Technology | Future Waves | Total |
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| £'000 | £'000 | £'000 |
| Cost |
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| At 1 January 2009 | 10,582 | - | 10,582 |
| Additions | - | 5,951 | 5,951 |
| At 30 June 2009 | 10,582 | 5,951 | 16,533 |
| Additions | - | - | - |
| At 31 December 2009 and 30 June 2010 | 10,582 | 5,951 | 16,533 |
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| Impairment |
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| At 1 January 2009 | - | - | - |
| Charge in period | - | - | - |
| At 30 June 2009 | - | - | - |
| Charge in period | - | - | - |
| At 31 December 2009 and 30 June 2010 | - | - | - |
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| Net book amount at 30 June 2009, 31 December 2009 and 30 June 2010 | 10,582 | 5,951 | 16,533 |
Toumaz Technology
The goodwill on consolidation relating to Toumaz Technology Limited results from its acquisition on 3 November 2005.
Future Waves
On 20 May 2009 Toumaz Holdings Limited acquired the remaining share capital of Future Waves UK Limited ("Future Waves")in which it already held a 23.2% interest, on the basis of a share swap on a two for one relative valuation. Future Waves shareholders received 16.22 new ordinary shares in Toumaz Holdings Limited for each ordinary Future Waves share resulting in the issue of an additional 91,836,779 new ordinary shares.
In addition, Future Waves employee share options were transferred and converted into Toumaz Limited share options representing a total of 8,410,070 options. A fair value adjustment in respect of the cancellation of the old share options and new share based payment charge was made and the goodwill reduced accordingly.
The goodwill on consolidation in relation to Future Waves results from this acquisition.
5. Other intangible assets
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| Intellectual property | Licence & development fees | Total |
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| £'000 | £'000 | £'000 |
| Cost |
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| At 1 January 2008 | 4,016 | - | 4,016 |
| Additions | 2,790 | 4,227 | 7,017 |
| At 30 June 2009 | 6,806 | 4,227 | 11,033 |
| Additions | - | 16 | 16 |
| At 31 December 2009 and 30 June 2010 | 6,806 | 4,243 | 11,049 |
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| Amortisation |
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| At 1 January 2009 | 1,697 | - | 1,697 |
| Charge in period | 302 | 44 | 346 |
| At 30 June 2009 | 1,999 | 44 | 2,043 |
| Charge period | 472 | 266 | 738 |
| At 31 December 2009 | 2,471 | 310 | 2,781 |
| Charge period | 473 | 265 | 738 |
| At 30 June 2010 | 2,944 | 575 | 3,519 |
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| - |
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| Net book amount at 30 June 2010 | 3,862 | 3,668 | 7,530 |
| Net Book amount at 30 June 2009 | 4,807 | 4,183 | 8,990 |
| Net book amount at 31 December 2009 | 4,335 | 3,933 | 8,268 |
Intellectual property
Intellectual property at 1 January 2009 relates to the valuation of beneficial licence agreements, trade names and customer relationships in Toumaz Technology at the date of its original acquisition. The remaining life of this asset is approximately four years.
The addition to Intellectual Property arises from valuation of the intangible assets of Future Waves undertaken by independent valuers at the date of acquisition. It comprises valuations of beneficial technology licence agreements, Fenix chip technology, trade name and customer relationships. The remaining lifes of these assets are estimated at between six and ten years.
Licence & development fees
On 14 May 2009 Toumaz Limited entered into an agreement with Imagination Technologies Group plc to license a next generation communication and digital radio multimedia IP platform. The consideration for the license deal consisted of a number of payments scheduled over the duration of the Group's development projects. The remaining life of this asset is seven years.
6. Trade and other receivables
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| Unaudited 30 June 2010 | Restated Unaudited 30 June 2009 | Audited 31 December 2009 |
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| £'000 | £'000 | £'000 |
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| Trade receivables | 195 | 764 | 182 |
| Other debtors | 148 | 13 | 144 |
| Prepayments and accrued income | 171 | 242 | 204 |
| Trade and other receivables, net | 514 | 1,019 | 530 |
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Trade and other receivables are usually due within 30 - 60 days and do not bear any effective interest rate.
The fair value of these short term financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value.
7. Trade and other payables
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| Unaudited 30 June 2010 | Restated Unaudited 30 June 2009 | Audited 31 December 2009 |
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| £'000 | £'000 | £'000 |
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| Trade payables | 327 | 572 | 580 |
| Other payables | 688 | 1,988 | 1,425 |
| Accruals and deferred income | 853 | 1,420 | 690 |
| Trade and other payables | 1,868 | 3,980 | 2,695 |
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The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.
8. Share capital
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| Unaudited 30 June 2010 | Restated Unaudited 30 June 2009 | Audited 31 December 2009 |
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| £'000 | £'000 | £'000 |
| Authorised |
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| 4,000,000,000 ordinary shares of 0.25p | 10,000 | 10,000 | 10,000 |
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| Allotted, issued and fully paid | 592,305,251 | 418,401,272 | 591,090,351 |
| £'000 | 1,481 | 1,046 | 1,478 |
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| The movement in the number of shares is as follows: |
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| Number of ordinary shares |
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| At 1 January 2009 |
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| 240,717,469 |
| Shares issued |
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| 177,683,803 |
| At 30 June 2009 |
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| 418,401,272 |
| Shares issued |
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| 172,689,079 |
| At 31 December 2009 |
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| 591,090,351 |
| Shares issued
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| 1,214,900 |
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| 592,305,251 |
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All shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of shareholders.
Allotments
On 26 January 2009 9,360,538 ordinary shares of 0.25p each were issued at a price of 6p. The placing completed the three-stage fundraising which was previously announced on 16 October 2008 and 26 November 2008 where the shares were also placed at 6p. The difference between the total consideration received of £561,632 and the total nominal value of shares issued of £23,402 has been transferred to share premium account. Cost associated with this transaction were £7,700.
On 14 May 2009 Toumaz Limited entered into an agreement with Imagination Technologies Group plc, a leading provider of System-on-Chip (SoC) silicon IP, to license a next generation communication and digital radio multimedia IP platform. Pursuant to this agreement 28,153,153 ordinary shares of 0.25p were issued at a price of 6p in settlement of the first payment of $2,500,000 due under this agreement. The difference between the total value of this transaction, £1,689,189, and the total nominal value of shares issued £70,383 has been posted to the share premium account.
In addition, on 15 May 2009, as part of a wider agreement relating to the acquisition noted below, a further 48,333,333 ordinary shares of 0.25p were placed with certain existing and new shareholders at a price of 6p. The difference between the total consideration received of £2,900,000 and the total nominal value of shares issued of £120,833 has been transferred to share premium account.
On 20 May 2009 pursuant to the acquisition agreement between Toumaz Limited and Future Waves UK Limited a further 91,836,779 ordinary shares of 0.25p were issued at a price of 6p on the basis of a share swap on a two for one relative valuation. Toumaz Limited thereby acquired the outstanding 76.8%. interest in Future Waves not already held. Future Waves shareholders received 16.22 ordinary shares in Toumaz Limited for each ordinary share previously held in Future Waves. The difference between the total valuation of shares issued for this transaction of £5,510,207 and the total nominal value of shares issued of £229,592 has been posted to the share premium account.
The costs associated with the share issues on 14 May, 15 May and 20 May 2009 were £95,200.
On 8 July 2009 44,117,650 ordinary shares of 0.25p were placed with certain existing and new shareholders at a price of 6.8p. The difference between the total consideration received of £3,000,000 and the total nominal value of shares issued of £110,294 has been transferred to share premium account. The costs associated with this issue were £99,200.
Further to a placing on 18 December 2009 128,571,429 ordinary shares of 0.25p were issued to certain existing and new shareholders at a price of 7p in order to provide adequate working capital resources and to take the company and Group to cashflow breakeven. The difference between the total consideration received of £9,000,000 and the total nominal value of shares issued of £321,429 has been transferred to share premium account. The costs associated with this issue £443,000.
On 18 January 2010 and 29 January 2010 employee share options were exercised resulting in the issue of 729,900 and 485,000 ordinary shares of 0.25p each at a price of 3.7p per share. The difference between the total consideration received of £44,951 and the total value of shares issued of £3,307 has been transferred to the share premium account. The costs associated with this issue were £2,000.