29 Feb 2012 15:14
For immediate release:
29 February 2012
Top Level Domain Holdings Limited
("TLDH", the "Company" or "Group")
Unaudited results for the three months ended 31 January 2012
To support the gTLD applications to the Internet Corporation for Assigned Names and Numbers ("ICANN"), the Company has prepared unaudited interim accounts for the three months ended 31 January 2012 which include a pro forma balance sheet to illustrate the effects of the placing completed by the Company in February. A copy of the special purpose report is set out below and copies are available from the Company's website, www.tldh.org. The Company's next published results will be the interim accounts for the six months ending 30 April 2012.
Further Information:
Top Level Domain Holdings Limited
North America
Antony Van Couvering Tel: + 1 917 406 7126
Beaumont Cornish Limited (Nomad) Tel +44 (0) 20 7628 3396
Roland Cornish
Michael Cornish
XCAP Securities plc (Joint Broker) Tel: +44 (0) 20 3216 2661/2667
Karen Kelly
Halimah Hussain
Daniel Stewart & Company plc (Joint Broker) Tel: +44 (0) 20 7776 6550
Martin Lampshire
gth media relations
Toby Hall /Suzanne Johnson Walsh Tel: +44 (0) 20 3103 3903/2
Or visit the group's website at www.tldh.org
TOP LEVEL DOMAIN HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JANUARY 2012
Note | Period ended 31 January 2012 (unaudited) | Year ended 31 October 2011 (audited) | |
£'000 | £'000 | ||
Revenue | 63 | 54 | |
Administrative expenses | (337) | (1,492) | |
Amortisation & depreciation | (45) | (221) | |
Share options expensed | (52) | (226) | |
Operating loss | (371) | (1,885) | |
Interest receivable | 3 | 6 | |
Loss on sale of interest in subsidiary | (4) | - | |
Loss before taxation | (372) | (1,879) | |
Income tax expense | - | - | |
Loss for the financial period | (372) | (1,879) | |
Other comprehensive income | |||
Currency translation differences | (2) | 11 | |
Other comprehensive income for the period net of taxation | (2) | 11 | |
Total comprehensive income for the period | (374) | (1,868) | |
Retained loss for the year attributable to: | |||
Equity holders of the parent | (372) | (1,841) | |
Non-controlling interests | - | (38) | |
(372) | (1,879) | ||
Total comprehensive income for the year attributable to: | |||
Equity holders of the parent | (374) | (1,830) | |
Non-controlling interests | - | (38) | |
(374) | (1,868) | ||
Loss per share (pence) | |||
Basic | 2 | (0.10) | (0.53) |
Diluted | 2 | (0.10) | (0.53) |
TOP LEVEL DOMAIN HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2012
Note | 31 January 2012 (unaudited) | 31 October 2011 (audited) | |
£'000 | £'000 | ||
Non-current assets | |||
Intangible assets | 1,410 | 1,449 | |
Property, plant and equipment | 33 | 32 | |
Available for sale investments | 259 | 259 | |
Total non-current assets | 1,702 | 1,740 | |
Current assets | |||
Trade and other receivables | 181 | 126 | |
Cash and cash equivalents | 6,743 | 7,074 | |
Total current assets | 6,924 | 7,200 | |
Total Assets | 8,626 | 8,940 | |
Current Liabilities | |||
Trade and other payables | (1,166) | (1,163) | |
Total Liabilities | (1,166) | (1,163) | |
Net Assets | 7,460 | 7,777 | |
Shareholders' equity | |||
Share capital | 3 | - | |
Share premium account | 12,520 | 12,520 | |
Share based payment reserve | 817 | 765 | |
Foreign exchange reserve | 94 | 96 | |
Retained earnings | (5,976) | (5,604) | |
7,455 | 7,777 | ||
Non-controlling interests | 5 | - | |
Total Equity | 7,460 | 7,777 |
TOP LEVEL DOMAIN HOLDINGS LIMITED
GROUP CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31 JANUARY 2012
Period ended 31January 2012 (unaudited) | Year to 31 October 2011 (audited) | |
£'000 | £'000 | |
Cash outflow from operating activities | ||
Operating loss Increase in trade and other receivables Increase/(decrease) in trade and other payables Amortisation & depreciation charges Other capitalised costs written off Share options expensed | (371) (55) 3 45 - 52 | (1,885) (35) (29) 221 109 226 |
Net cash outflow from operating activities | (326) | (1,393) |
Cash flows from investing activities | ||
Interest received | 3 | 6 |
Receipts from sale of interest in subsidiary | 1 | - |
Payments to acquire property, plant & equipment | (7) | (9) |
Payments to acquire available for sale investments | - | - |
Net cash outflow from investing activities | (3) | (3) |
Cash flows from financing activities | ||
Issue of ordinary share capital | - | 5,116 |
Share issue costs | - | (257) |
Net cash inflow from financing activities | - | 4,859 |
Net (decrease)/increase in cash and cash equivalents | (329) | 3,463 |
Cash and cash equivalents at beginning of period | 7,074 | 3,600 |
Exchange (loss)/gain on cash and cash equivalents | (2) | 11 |
Cash and cash equivalents at end of period | 6,743 | 7,074 |
TOP LEVEL DOMAIN HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY (Unaudited)
FOR THE PERIOD ENDED 31 JANUARY 2012
Called up share capital | Share premium reserve | Foreign currency translation reserve | Share based payment reserve | Retained earnings | Total | Non-controlling interest | Total equity | |
Group
| £ 000's | £ 000's | £ 000's | £ 000's | £ 000's | £ 000's | £ 000's | £ 000's |
As at 1 November 2010 | - | 7,653 | 85 | 548 | (3,763) | 4,523 | - | 4,523 |
Loss for the period | - | - | - | - | (1,841) | (1,841) | (38) | (1,879) |
Currency translation differences | - | - | 11 | - | - | 11 | - | 11 |
Total comprehensive income | - | - | 11 | - | (1,841) | (1,830) | (38) | (1,868) |
Share capital issued | - | 4,970 | - | - | - | 4,970 | - | 4,970 |
Share options & warrants exercised | - | 154 | - | (9) | - | 145 | - | 145 |
Cost of share issue | - | (257) | - | - | - | (257) | - | (257) |
Share based payments | - | - | - | 226 | - | 226 | - | 226 |
Total contributions by and distributions to owners of the Company | - | 4,867 | - | 217 | - | 5,084 | - | 5,084 |
Non-controlling interest arising on business combination | - | - | - | - | - | - | 38 | 38 |
As at 31 October 2011 | - | 12,520 | 96 | 765 | (5,604) | 7,777 | - | 7,777 |
Loss for the period | - | - | - | - | (372) | (372) | - | (372) |
Currency translation differences | - | - | (2) | - | - | (2) | - | (2) |
Total comprehensive income | - | - | (2) | - | (372) | (374) | - | (374) |
Share based payments | - | - | - | 52 | - | 52 | - | 52 |
Total contributions by and distributions to owners of the Company | - | - | - | 52 | - | 52 | - | 52 |
Non-controlling interest arising on business combination | - | - | - | - | - | - | 5 | 5 |
As at 31 January 2012 | - | 12,520 | 94 | 817 | (5,976) | 7,455 | 5 | 7,460 |
TOP LEVEL DOMAIN HOLDINGS LIMITED
NOTES TO THE SPECIAL PURPOSE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2012
1. Basis of preparation
The consolidated financial statements has been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union ("IFRS") and those parts of the BVI Business Companies Act applicable to companies reporting under IFRS.
The financial information for the period ended 31 January 2012 has been reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory accounts for the period ended 31 October 2011. The figures for the period ended 31 October 2011 have been extracted from these accounts, which have been delivered to the AIM Market operated by the London Stock Exchange, and contained an unqualified audit report.
The financial information contained in this document does not constitute statutory financial statements. In the opinion of the directors the financial information for this period fairly presents the financial position, result of operations and cash flows for this period.
This Special Purpose Financial Report was approved by the Board of Directors on 29 February 2012.
Statement of compliance
These condensed special purpose financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union with the exception of International Accounting Standard ('IAS') 34 - Interim Financial Reporting. Accordingly the special purpose financial statements do not include all of the information or disclosures required in the annual financial statements.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Top Level Domain Holdings Ltd and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All inter-company balances and transactions have been eliminated in full.
Foreign currencies
The functional currency of each entity is determined after consideration of the primary economic environment of the entity. The group's presentational currency is Sterling (£).
2. Loss per share
The calculation of earnings per share is based on the loss after taxation divided by the weighted average number of shares in issue during the period:
Period ended 31 January 2012 (unaudited) | Period ended 30 April 2011 (unaudited) | Year ended 31 October 2011 (unaudited) | |
£'000 | £'000 | £'000 | |
Net loss after taxation | (372) | (573) | (1,879) |
Weighted average number of ordinary shares used in calculating basic earnings per share | 363.77m | 348.19m | 354.35m |
Basic loss per share (expressed in pence) | (0.10) pence | (0.16) pence | (0.53) pence |
As the inclusion of the potential ordinary shares would result in a decrease in the loss per share they are considered to be anti-dilutive and, as such, a diluted loss per share is not included.
3. Share capital
The authorised share capital of the Company and the called up and fully paid amounts at 31 January 2012 were as follows:
Called up, allotted, issued and fully paid | Number of shares | Nominal value £'000 |
As at 1 November 2010 | 284,139,275 | - |
On 17 November 2010 for cash at 4p per share on exercise of options | 200,000 | - |
On 7 December 2010 for cash at 6.5p per share | 73,996,902 | - |
On 18 January 2011 for cash at 4p per share on exercise of warrants | 3,038,036 | - |
7 June 2011 for cash on share subscription at 8p per share | 2,000,000 | - |
7 June 2011 for cash on exercise of options at 4p per share | 200,000 | - |
10 August 2011 for cash on exercise of warrants at 4p per share | 200,000 | - |
As at 31 October 2011 and as at 31 January 2012 | 363,774,213 | - |
4. Share options and warrants
Total share options in issue
During the period ended 31 January 2012, the company granted no options over ordinary shares.
As at 31 January 2012 the unexercised options in issue were;
Exercise Price | Expiry Date | Options in Issue 31 January 2012 |
4p | 13 November 2012 | 19,000,000 |
4p | 1 January 2013 | 1,400,000 |
9p | 20 December 2013 | 7,000,000 |
4p | 26 May 2014 | 5,252,694 |
8p | 15 July 2014 | 15,000,000 |
47,652,694 |
Total warrants in issue
Exercise Price | Expiry Date | Options in Issue 31 January 2012 |
4p | 13 November 2012 | 1,622,665 |
4p | 31 July 2012 | 48,496,109 |
4.2p | 7 August 2012 | 21,250,000 |
12p | 18 May 2013 | 1,000,000 |
72,368,774 |
No options or warrants lapsed or were cancelled during the period to 31 January 2012. No options or warrants were exercised during the period to 31 January 2012.
5. Post balance sheet events
On 17 February 2012, a total of 109,468,353 ordinary shares were issued on a placing at a price of 8.25p per share, raising gross proceeds of £9,031,139 before expenses.
The effects of the February placing on the net assets of the group are shown below in proforma tabular format;
Top Level Domain | Pro Forma | ||
Holdings Ltd (Group) |
Share Placing | Consolidated Net Assets | |
31 January 2012 | & expenses | of the Group | |
£'000 | £'000 | £'000 | |
Non-Current Assets | |||
Intangible assets | 1,410 | - | 1,410 |
Property, plant & equipment | 33 | - | 33 |
Available for sale investments | 259 | - | 259 |
_____ | _____ | _____ | |
Total non-current assets | 1,702 | - | 1,702 |
_____ | _____ | _____ | |
Current assets | |||
Trade & other receivables | 181 | - | 181 |
Cash & cash equivalents | 6,743 | 9,031 | 15,774 |
_____ | _____ | _____ | |
Total current assets | 6,924 | 9,031 | 15,955 |
_____ | _____ | _____ | |
Total Assets | 8,626 | 9,031 | 17,657 |
_____ | _____ | _____ | |
Current liabilities | |||
Trade & other payables | (1,166) | (114) | (1,280) |
_____ | _____ | ||
Total current liabilities | (1,166) | (114) | (1,280) |
_____ | _____ | _____ | |
Total liabilities | (1,166) | (114) | (1,280) |
_____ | _____ | _____ | |
Net Assets | 7,460 | 8,917 | 16,377 |
_____ | _____ | _____ |
On 27 February 2012, a total of 200,000 ordinary shares were issued following the exercise of share options at a price of 4p per share by a former consultant to the Company.
6. The financial information set out above does not constitute the Group's statutory accounts for the period ended 31 October 2011, but is derived from those accounts. Statutory accounts for the period have been delivered to the shareholders, and the auditors made an unqualified report thereon.
7. A copy of this special purpose report is available on the Company's website : www.tldh.org
INDEPENDENT REVIEW REPORT TO TOP LEVEL DOMAIN HOLDINGS LIMITED
Introduction
We have been engaged by the company to review the financial information for the three months ended 31 January 2012 which comprises the Consolidated Income Statement, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, and the related notes. We have read the other information contained in the special purpose 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 guidance contained in ISRE 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" 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 it 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 special purpose financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the special purpose financial report in accordance with the AIM Rules of the London Stock Exchange.
As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this special purpose financial report have been prepared in accordance with the accounting policies the group intends to use in preparing its next annual financial statements.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the special purpose financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the special purpose financial report for the three months ended 31 January 2012 is not prepared, in all material respects, in accordance with the AIM Rules of the London Stock Exchange.
CHAPMAN DAVIS LLP
Chartered Accountants and Statutory Auditor
London
29 February 2012
ENDS