Cadence Mineral Regulatory News (KDNC)

7 Mar 2006 07:04

Zest Group PLC07 March 2006 7 March 2006 Zest Group PLC Maiden Preliminary Results Proposed Acquisition of Greensleeves Records Limited Results The results cover the period from the Company's incorporation on 17 September2004 to 30 September 2005. For this period the Company recorded a loss beforetaxation of £352,000 and a loss per share of 0.66p. The Directors do notrecommend the payment of a dividend. Background Following incorporation, the Company's shares were admitted to trading on theAlternative Investment Market ('AIM') on 24 March 2005. At the time of its admission to AIM, the Company had already acquired certainmusic recording and publishing rights and in my statement in the Interim Resultsissued on 28 June 2005 I made mention of the progress made thus far indeveloping these rights. The Company has now completed the base level recordings for Tara Chinn, anexciting new female artist who is attracting attention from major record labelsin the UK and the USA, for an album which is expected to be released in thecurrent year. The Company has additionally acquired copyrights and masterrecordings in respect of Nasio Fontaine, an established Reggae artist, whose newalbum is intended to be released in the first half of 2006, in conjunction withlive concerts in the summer. We have also acquired current and futurepublishing copyrights in respect of the work of two song writers. In my Interim Statement I also said that "we are additionally in discussion witha number of independent music recording and publishing companies with a view totheir acquisition, and are optimistic that these discussions will bear fruitwithin the coming months". Proposed first acquisition There has been posted to you separately today an AIM Readmission Document givingdetails of the Company's proposed first acquisition (the 'Acquisition'), that ofGreensleeves Records Limited ('Greensleeves'). Greensleeves is along-established independent record label and music publishing company based inthe UK with an office in the USA, specialising in reggae music. I would urgeyou to read carefully the Readmission Document, which contains full details ofthe Acquisition. I believe the Acquisition represents an exciting opportunityfor the Company and will form a good base for its further development. Shareholder Meetings The Readmission Document includes notice of an Extraordinary General Meeting ofthe Company to be held on 30 March 2006 at which resolutions will be proposednecessary to effect the Acquisition. The Annual General Meeting of the Company,notice of which is given on page 22 of the Report and Accounts will immediatelyfollow the Extraordinary General Meeting. Richard GriffithsChairman 7 March 2006 ZEST GROUP PLC PROFIT AND LOSS ACCOUNTFor the period ended 30 September 2005 Note Period ended 30.9.2005 £'000 Administrative expenses (355) Operating loss (355) Net interest receivable 3 Loss on ordinary activities before taxation (352) Taxation 2 - Loss on ordinary activities after taxation and retained loss 4 (352) Loss per ordinary share- basic 3 (0.66)p ZEST GROUP PLCBALANCE SHEET AT 30 SEPTEMBER 2005 Note 30.9.2005 £'000 Fixed assetsIntangible assets 137Tangible assets 3Investments - 140 Current assetsDebtors 351Cash at bank and in hand 526 877 Creditors: amounts falling due within one year (71) Net current assets 806Total assets less current liabilities 946 Capital and reservesCalled up share capital 205Share premium account 1,093Profit and loss account (352)Equity shareholders' funds 4 946 ZEST GROUP PLC CASH FLOW STATEMENT For the period ended 30 September 2005 Note Period ended 30.9.2005 £'000 Net cash outflow from operating activities 5 (614) Returns on investments and servicing of financeInterest received 3Net cash inflow from returns on investments and service 3of finance Capital expenditure and financial investmentsPayments to acquire tangible fixed assets (4)Payments to acquire intangible fixed assets (157)Net cash outflow from capital expenditure and financial (161)investment Net cash outflow before financing (772) FinancingIssue of shares 1,425Share issue costs (127) Net cash inflow from financing 1,298 Increase in cash 6 526 NOTES TO THE PRELIMINARY RESULTS 1 BASIS OF PREPARATION The preliminary announcement has been prepared in accordance with applicableaccounting standards and under the historical cost convention. The principalaccounting policies of the Company are set out in the Company's 2005 annualreport and financial statements. 2 TAXATION ON LOSS ON ORDINARY ACTIVITIES There is no tax charge for the period. Unrelieved tax losses of approximately £350,000 remain available to offsetagainst future taxable trading profits. The unprovided deferred tax asset at 30September 2005 amounts to £105,000. The tax assessed for the period differs from the standard rate of corporationtax in the UK as follows: Period ended 30.9.2005 £'000 Loss on ordinary activities before tax ' (352)Loss on ordinary activities multiplied by standard rate (106)of corporation tax in the UK of 30% Effect ofExpenses not deductible for tax purposes 1Deferred tax asset not recognised 105Current tax charge for period - 3 LOSS PER SHARE The calculation of the basic loss per share is based on the loss on ordinaryactivities after tax of £352,000 divided by the weighted average number ofordinary shares in issue during the period of 53,279,921. The impact of theshare options on the loss per share is anti-dilutive. 4 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Period ended 30.9.2005 £'000 Loss for financial period (352)Issue of ordinary share capital (net of issue costs) 1,298Net increase in shareholders' funds 946Equity shareholders' funds brought forward -Equity shareholders' funds carried forward 946 5 RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Period ended 30.9.2005 £'000 Operating loss (355)Depreciation 1Amortisation 20Increase in debtors (351)Increase in creditors 71Net cash outflow from operating activities (614) 6 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Period ended 30.9.2005 £'000 Increase in cash for the period and change in net funds resultingfrom cashflows 526Net funds brought forward -Net funds carried forward 526 7 PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information set out in this preliminary announcement does notconstitute statutory accounts as defined in Section 240 of the Companies Act1985. The balance sheet at 30 September 2005 and the profit and loss account, cashflow statement and associated notes for the period then ended have beenextracted from the Company's 2005 statutory financial statements upon which theauditors opinion is unqualified and does not include any statement under Section237 of the Companies Act 1985. Those financial statements have not yet been delivered to the Registrar ofCompanies. This information is provided by RNS The company news service from the London Stock Exchange