Norman Broadb Regulatory News (NBB)

RNS Number : 3778O

Norman Broadbent PLC

29 June 2010

 

 

For Immediate Release 29 June 2010

 

 Norman Broadbent plc

("the Group")

Final Results for the year ended 31 December 2009

Norman Broadbent plc, a leading provider of executive search, and leadership consultancy services, announces its Final Results for the year ended 31 December 2009 during which period the Group traded as Garner plc.

 

Financial Highlights

·; Turnover increased 84% to £6.03m

·; Trading loss before exceptional items of £1.35m

·; Cost of liquidating subsidiary and goodwill impairment charge of £2.11m

 

Operational Highlights

·; Launch of Norman Broadbent in Italy and the Middle East

·; Strong performance in Spain

·; Preferred supplier status and relationships developed with FTSE and internationally listed companies

 

Events Since Year End

·; Change of name to Norman Broadbent plc

·; £2.03m share subscription strengthens balance sheet

·; Successful negotiation of a £3.46m reduction of the deferred consideration payable for the Norman Broadbent companies

·; Group trading profitably to date in 2010

 

Andrew Garner, Chairman, said:

"Needless to say, 2009 was a very challenging year for most businesses and for Norman Broadbent plc it was no different. Global search firms reported a reduction in fees of 25-30% in 2009 compared with 2008, which is consistent with Group performance. However, in 2010 an injection of over £2m in capital together with renegotiated and reduced liabilities and a change of name to Norman Broadbent plc place the Group in its current strong position with a robust balance sheet and prominent global brand."

 

Norman Broadbent plc	Tel: 020 7629 8822
Andrew Garner/Sue O'Brien/Ben Felton
Merchant John East Securities Limited	Tel: 020 7628 2200
John East/Simon Clements
Buchanan Communications Limited	Tel: 020 7466 5000
Isabel Podda/Christian Goodbody

 

CHAIRMAN'S STATEMENT

I am pleased to report the results for 2009. Needless to say, 2009 was a very challenging year for most businesses in our sector and for Norman Broadbent plc (the "Company") it was no different. Global search firms reported a reduction in fees of 25-30% in 2009 compared with 2008, which is consistent with Group performance. However, in 2010 an injection of over £2m in capital together with renegotiated and reduced liabilities and a change of name to Norman Broadbent plc place the Group in its current strong position with a robust balance sheet and prominent global brand.

Financial results for 2009

The Group made a loss after tax of £3.46m (2008: profit of £357,000). Turnover increased 84% to £6.03m (2008: £3.27m). Group loss per share was 4.87p (2008: earnings per share 0.88p). The increase in turnover reflected the contribution of a full years trading by the Norman Broadbent business, compared with only three weeks post acquisition contribution in 2008. Comparing like with like, turnover from continuing operations was down 24% to £2.04m (2008: £2.68m) with an operating loss of £435,000 (2008: profit of £99,000). 

The Group loss in 2009 was driven by a number of key factors. Firstly, the global credit crisis had a material impact on revenues. Secondly, as announced on 29 March 2010, the directors took the decision to place BNB Recruitment Consultancy Limited (a wholly owned subsidiary of the Company) into voluntary creditor liquidation. The Group loss to 31 December 2009 therefore includes a provision for the full cost of liquidating the subsidiary of £226,000 and an impairment charge to consolidated goodwill of £1.88m. Finally, one-off costs incurred in restructuring the business in the first half of the year totalled £200,000, however this outlay will be more than offset by associated cost savings in the future. 

As a result of these losses, the balance sheet at the year end reported net liabilities of £2.39m (2008: net assets of £1.04m). Net debt at the year end (excluding the deferred consideration) increased to £1.02m (2008: £334,000) representing a net cash outflow of £684,000.

From a financial perspective 2009 was a very disappointing year; however there is unanimous agreement by the Board that acquiring the Norman Broadbent business was a sound decision. There were some positive developments in 2009 which should provide significant financial returns in the near future. Norman Broadbent is a highly recognisable brand, providing the Company with a much stronger presence in the UK executive search market, which has resulted in the company achieving preferred supplier status and developing relationships with a significant number of FTSE and internationally listed companies. Equally as important is the excellent global reputation. This has been demonstrated by the successful launch during 2009 of Norman Broadbent in both Italy and the Middle East through licence arrangements and a consistently strong performance by Norman Broadbent in Spain. 

Recent and future developments

As announced on 27 May 2010, I am delighted to confirm that £2.03m has been raised via a share subscription and agreement has been reached to reduce the deferred consideration on the acquisition of the Norman Broadbent companies by £3.46m. As a result our balance sheet has been transformed with both positive net worth and a current cash balance of over £1m, providing significant working capital headroom.

At a General Meeting held on 14 June 2010, a special resolution was passed to change the name of Garner plc to Norman Broadbent plc.

Finally, on the same day as the General Meeting we launched NB: Board Interim, a joint venture with Russam GMS. NB: Board Interim will draw on the expertise of both companies, Norman Broadbent's experience with PLC and operating board level appointments and Russam GMS's Interim Management skills, to create a unique approach in the provision of Interim board executives. The joint venture will initially focus on capitalising on Norman Broadbent's experience through their Executive Search business in the financial services, public sector and healthcare, engineering, manufacturing and construction, technology and telecoms, and media sectors.

Outlook

I am pleased to report that the profitable start to 2010 has continued in May and a further trading update will be provided in due course. This is a new era in the development of Norman Broadbent. The Board believes we have the right collegiate structure and unique UK publicly quoted status to attract and incentivise talented teams. We look forward to an exciting year of progress.

 

A.C.Garner Chairman

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Note			31 December 2009		31 December 2008
					Total		Total
					£000		£000
REVENUE	2				6,033		3,274
Operating expenses					(9,287)		(3,031)
Other income					57		-
GROUP OPERATING (LOSS)/PROFIT					(3,197)		243
Net finance (cost)/income	4				(24)		107
Provision for preparing subsidiary accounts on a break-up basis	22				(226)		-
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE INCOME TAX	3				(3,447)		350
Income tax expense/(credit)	6				(9)		7
(LOSS) / PROFIT FOR THE YEAR					(3,456)		357
Earnings per share - Basic	7				(4.87)p		0.88p
Earnings per share - Diluted	7				(4.65)p		0.81p

 

There are no recognised gains and losses other than as stated above.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2009

 

	Notes	2009		2008
Non-Current Assets		£000	£000	£000	£000
Goodwill	9		1,750		7,049
Property, plant and equipment	10		106		198
TOTAL NON-CURRENT ASSETS			1,856		7,247
Current Assets
Trade and other receivables	12	1,021		2,013
Cash and cash equivalents		65		643
TOTAL CURRENT ASSETS			1,086		2,656
TOTAL ASSETS			2,942		9,903
Current Liabilities
Trade and other payables	13	3,045		2,681
Deferred consideration	17	493		1,060
Bank overdraft and interest bearing loans	17	712		556
Corporation tax liability		1		87
TOTAL CURRENT LIABILITIES			4,251		4,384
NET CURRENT LIABILITIES			(3,165)		(1,728)
Non-Current Liabilities
Deferred consideration	17		975		4,154
Interest bearing loans	17		111		321
TOTAL LIABILITIES			5,337		8,859
TOTAL ASSETS LESS TOTAL
LIABILITIES			(2,395)		1,044
Issued share capital	14		5,711		5,709
Share premium account			4,871		4,868
Retained earnings			(12,977)		(9,533)
TOTAL EQUITY			(2,395)		1,044

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

	Attributable to equity holders of the business
	Share Capital £000	Share Premium £000	Retained Earnings £000	TOTAL EQUITY £000
Balance at 1st January 2008	4,942	3,845	(10,088)	(1,301)
Comprehensive income for the period
Profit or loss	-	-	357	357
Total comprehensive income for the period	-	-	357	357
Transactions with owners
Issue of ordinary shares	767	1,029	-	1,796
Costs relating to issue of shares	-	(241)	-	(241)
Accrued dividend on preference shares	-	-	156	156
VAT reclaimed on historic share issue costs	-	235	-	235
Share based payment expense	-	-	42	42
Total transactions with owners	767	1,023	198	1,988
Balance at 31st December 2008	5,709	4,868	(9,533)	1,044
Balance at 1st January 2009	5,709	4,868	(9,533)	1,044
Comprehensive income for the period
Profit or loss	-	-	(3,456)	(3,456)
Total comprehensive income for the period	-	-	(3,456)	(3,456)
Transactions with owners
Issue of ordinary shares	2	3	-	5
Share based payment expense	-	-	12	12
Total transactions with owners	2	3	12	17
Balance at 31st December 2009	5,711	4,871	(12,977)	(2,395)

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

	Notes	2009		2008
			£000		£000
Net cash (used in) / from operating activities	(i)		(307)		894
Cash flows from investing activities and servicing of finance
Net finance (cost) / income			(24)		107
Dividends received			57		-
Payments to acquire tangible fixed assets			(87)		(3)
Acquisition of subsidiary, incl. cash acquired	(ii)		-		(566)
Net cash used in investing activities			(54)		(462)
Cash flows from financing activities
Net cash inflows from equity placing			5		633
Repayment of secured loans			(210)		(94)
Advances from directors			160		88
Payment of transaction costs			(40)		(272)
Increase / (Decrease) in invoice discounting			156		(198)
Repayment of deferred consideration			(287)		-
Net cash (used in) / from financing activities			(217)		157
Net (decrease)/increase in cash and cash equivalents			(578)		589
Net cash and cash equivalents at beginning of period			643		54
Net cash and cash equivalents at end of period			65		643
Analysis of net funds
Cash and cash equivalents			65		643
Borrowings due within one year			(712)		(556)
Borrowings due after one year			(111)		(321)
Directors loan account			(260)		(100)
Deferred consideration			(1,468)		(5,214)
Net funds			(2,486)		(5,548)
Note (i)
Reconciliation of operating profit to net cash from operating activities			2009 £000		2008 £000
Operating profit			(3,197)		243
Depreciation/impairment of property, plant and equipment			179		10
Impairment of goodwill			1,880		-
Share based payment charge			12		-
Dividends received			(57)		-
Decrease in trade and other receivables			992		508
Increase in trade and other payables			205		232
Prov. for preparation of subsidiary accounts on break-up basis			(226)
Taxation paid			(95)		(99)
Net cash from operating activities			(307)		894
Note (ii)
Acquisition of subsidiary, inclusive of cash acquired
Cash paid			-		(200)
Cash acquired			-		(366)
			-		(566)

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

1. ACCOUNTING POLICIES

The principle accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to both years presented unless otherwise stated.

1.1 Basis of preparation

The consolidated financial statements of Norman Broadbent plc (formerly Garner plc) have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU), IFRIC interpretations and the Companies Act 2006 applicable to Companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through profit or loss. 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note (1.15).

The economic environment has been extremely challenging and as disclosed in the Consolidated Statement of Comprehensive Income the group has reported a loss for the year of £3,456,000 and has net liabilities at 31 December 2009 of £2,395,000.

The financial statements are prepared on a going concern basis, which the directors believe to be appropriate for the following reasons:

- In April 2010 the directors were forced to place one of the subsidiary companies, BNB Recruitment Consultancy Ltd, into liquidation. Although this decision was taken as a last resort it has resulted in a significant reduction in group liabilities.

- In May 2010 the group reached agreement with the vendor of the Norman Broadbent companies to reduce the total consideration due on the acquisition from £5,500,000 to £2,040,000, of which £627,000 has been paid to date. The remaining consideration will be payable in cash instalments totalling £750,000 between 2010 and 2012, with the balance settled by royalties received directly from an overseas licensee. These revised terms have significantly reduced the group's obligations under the agreement and consequently improved future cash flow resources.

- On 27 May 2010 the company raised £2,035,000 by the subscription of new equity shares. The company's bankers have also confirmed their intention to extend the group's facilities through to 31st July 2011. As a result of this new funding and the continuation of existing banking facilities the group's forecast disclose that there is now sufficient working capital to meet all its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements.

- Finally, during the year to 31 December 2009, the directors undertook a fundamental restructure of the group resulting in a more streamlined business with a manageable cost base. This combined with an improvement in the market has meant that the business has been trading profitably through the first half of 2010.

The directors have concluded that whilst the significant loss incurred during the period to 31 December 2009 and resultant net liability position may indicate a material uncertainty that could cast doubt over the group's ability to continue as a going concern, the actions taken by the directors as identified above have now provided the group with adequate available resources to continue as a going concern for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing their annual report and financial statements.

 

ACCOUNTING POLICIES (continued)

 

1.1.1 Changes in accounting policy and disclosures

a) New and amended standards adopted by the Group

The Group has adopted the following new and amended IFRSs as of 1 January 2009

·; IAS 1 (revised). 'Presentation of financial statements' - effective 1 January 2009. The revised standard prohibits the presentation of items of income and expenses (that is, 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity in a statement of comprehensive income. As a result the group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. Comparative information has been re-presented so that it also is in conformity with the revised standard. As the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.

 

·; The following Standards and Interpretations are also effective for the current period, however the adoption of these has not led to any changes in the Group's accounting policies:

- IFRS 2 (amendment), 'Share-based payment'

- IFRS 7 'Financial instruments - Disclosures' (amendment)

- IFRS 8 Operating Segments

- IAS 23 (amended), 'Borrowing Costs'

- IAS 39 and IFRS 7 (amended), 'Reclassification of Financial Assets: Effective Date and Transition'

 

b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group

The following standards and amendments to existing standards have been published and are mandatory for the group's accounting periods beginning on or after 1 January 2010 or later periods, but the group has not early adopted them. They are not expected to have a material impact on the financial statements:

- IFRS 1 and IAS 27 (amended), 'Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate'

- IFRS 2 (amended), 'Group Cash-settled Share Based Payment Transactions'

- IFRS 2 (amended), 'Vesting Conditions and Cancellations'

- IFRS 3 (revised), 'Business Combinations'

- IFRS 7 (amended), 'Improving disclosures about Financial Instruments'

- IFRS 8, 'Operating Segments'

- IFRS 9 'Financial Instruments'

- IAS 1 (amended) 'Presentation of Financial Statements'

- IAS 23 (amended) 'Borrowing Costs'

- IAS 24 (revised) 'Related Party Disclosures'

- IAS 27 (amended) 'Consolidated and Separate Financial Statements'

- IAS36 (amended), 'Impairment of assets'

1.2 Basis of consolidation and business combinations

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

 

ACCOUNTING POLICIES (continued)

 

1.2 Basis of consolidation and business combinations (continued)

The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. 

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

1.3 Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee that makes strategic decisions.

1.4 Goodwill

Goodwill arising on acquisition of subsidiaries is included in the balance sheet of the consolidated accounts as an asset at cost less impairment.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently where there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

1.5 Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

1.6 Financial assets and liabilities

Financial assets and liabilities are recognised initially at their fair value and are subsequently measured at amortised cost. For trade receivables, trade payables and other short-term financial liabilities this generally equates to original transaction value.

 

 

ACCOUNTING POLICIES (continued)

1.7 Property, plant and equipment

The cost of property, plant and equipment is their purchase cost, together with any incidental costs of acquisition.

Depreciation is calculated so as to write off the cost of the assets, less their estimated residual values, over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are:

Computer equipment	- 25% - 33% per annum on cost
Fixtures, fittings & office equipment	- 25% per annum on cost
Land and buildings - leasehold	- over 5 years straight line

 

1.8 Foreign exchange

(a) Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in sterling, which is the company's functional and the group's presentation currency.

 (b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'net finance income'. All other foreign exchange gains and losses are presented in the income statement within 'operating expenses'.

1.9 Leases

Costs in respect of operating leases are charged on a straight-line basis over the lease term. 

1.10 Taxation

UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current rates and laws. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different to those in which they are included in the financial statements. 

Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no binding contract to dispose of those assets. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

1.11 Investments

Fixed asset investments are stated at cost less provision for any impairment in value.

 

 

ACCOUNTING POLICIES (continued)

1.12 Revenue Recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the group's activities as described below.

a) Sales of services

Revenue is recognised on the percentage completion basis, using pre-specified milestones agreed in advance by the client, to trigger invoices.

b) Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

c) Dividend income

Dividend income is recognised when the right to receive payment is established

1.13 Pensions

The Group operates a number of defined contribution funded pension schemes for the benefit of certain employees. The costs of the pension schemes are charged to the income statement as incurred.

1.14 Share Option Schemes

For equity-settled share-based payment transactions the group, in accordance with IFRS2, measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The fair value of those equity instruments is measured at grant date, using the trinomial method. The expense is apportioned over the vesting period of the financial instrument and is based on the numbers which are expected to vest and the fair value of those financial instruments at the date of grant. If the equity instruments granted vest immediately, the expense is recognised in full.

1.15 Critical accounting judgements and estimates

Impairment of goodwill - determining whether the goodwill is impaired requires estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future profitability expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.

Share Options - the fair value of options granted during the year was determined using the trinomial valuation model. The significant inputs into the model were share price at grant date, expected price, expected option life and risk free rate.

1.16 Cash and cash equivalents

Cash and cash equivalents includes cash in hand and deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

 

ACCOUNTING POLICIES (continued)

1.17 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

 

2. SEGMENTAL ANALYSIS

The analysis by class of business of the Group's turnover, profit before taxation and net liabilities is set out below:

	Turnover		(Loss) / profit before tax		Net (liabilities)/assets
	Year ended 31 Dec 2009 £000	Year ended 31 Dec 2008 £000	Year ended 31 Dec 2009 £000	Year ended 31 Dec 2008 £000	Year ended 31 Dec 2009 £000	Year ended 31 Dec 2008 £000
Class of business
Executive search	6,033	3,274	(1,156)	373	(2,395)	1,044
Corporate central costs			(161)	(130)
Impairment of goodwill			(1,880)	-
Provision for preparation of subsidiary accounts on break-up basis			(226)	-
Net finance (Costs)/ Income			(24)	107
			(3,447)	350
	Turnover		(Loss)/Profit before tax		Net (liabilities)/assets
	Year ended 31 Dec 2009 £000	Year ended 31 Dec 2008 £000	Year ended 31 Dec 2009 £000	Year ended 31 Dec 2008 £000	Year ended 31 Dec 2009 £000	Year ended 31 Dec 2008 £000
Geographical analysis by destination
United Kingdom	5,779	3,008	(3,297)	331	(2,395)	1,044
Europe	76	193	-	14	-	-
Other	178	73	(150)	5	-	-
	6,033	3,274	(3,447)	350	(2,395)	1,044

Turnover by location is not materially different from turnover by destination.

 

 

3. (LOSS) / PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

		Year ended  31 December 2009		Year ended 31 December 2008
(Loss) / Profit on ordinary activities before taxation		£000		£000
is stated after charging:
Depreciation and amounts written off property, plant and equipment:
Owned assets			179	10
Operating lease rentals:
Land and buildings			308	142
Auditors' remuneration:
Audit work			38	38
Non-audit work			-	8
Impairment of goodwill			1,889	-

The Company audit fee in the year was £8,000 (2008: £8000).

4. NET FINANCE (COST) /INCOME

		Year ended  31 December 2009		Year ended 31 December 2008
			£000	£000
Interest payable on bank loans and overdrafts			(24)	(84)
Interest receivable on VAT reclaim			-	191
			(24)	107

 

5. STAFF COSTS

The average number of full time equivalent persons (including directors) employed by the Group during		Year ended  31 December 2009		Year ended 31 December 2008
the period was as follows:			No.	No.
Sales and related services			24	13
Administration			31	8
			55	21
			£000	£000
Staff costs (for the above persons):
Wages and salaries			4,451	1,731
Social security costs			461	184
Pension costs			131	30
			5,043	1,945

The emoluments of the directors are disclosed as required by the Companies Act 2006 on page 9 in the Directors' Remuneration Report. The table of directors' emoluments has been audited and forms part of these financial statements. This also includes details of the highest paid director.

 

 

6. TAX EXPENSE

Taxation is based on the profit for the year		Year ended 31 December 2009		Year ended 31 December 2008
and comprises:			£000	£000
United Kingdom corporation tax at 28% (2008: 28%) based on profit for the year			24	24
Over provision			(15)	(31)
			9	(7)
The differences between the current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:
			Year ended 31 December 2009	Year ended 31 December 2008
			£000	£000
(Loss)/Profit on ordinary activities before taxation			(3,457)	350
Tax on profit on ordinary activities at standard UK corporation tax rate of 28% (2008: 28%)			(968)	98
Effects of:
Expenses not deductible			637	12
Adjustment in respect of prior year			(15)	(31)
Non taxable income			(16)	-
Capital allowances in excess of depreciation			34	-
Adjustment to losses carried forward			353	-
Utilisation of ACT brought forward			-	(13)
Utilisation of losses brought forward			-	(36)
Group relief			(13)	-
Other adjustments			(3)	(37)
Current tax charge/(credit) for the year			9	(7)

7. BASIC AND DILUTED EARNINGS PER ORDINARY SHARE

In accordance with IAS 33, losses per ordinary share of 4.90p (2008 earnings: 0.88p) have been calculated by dividing the loss on ordinary activities after taxation and non-equity dividends of £3,473,000 (2008 profit: £357,000) by 70,929,035 (2008: 40,600,981), being the weighted average number of ordinary shares in issue and ranking for dividend during the period. There were no preference shares at 31 December 2009 (2008: nil) available for conversion. The share options granted to St Helens and also to staff through the EMI scheme combined with the issued warrants have been used to calculate the diluted loss per ordinary share of 4.67p (2008 earnings: 0.81p).

8. PROFIT OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these accounts. The parent company's loss for the year amounted to £2,470,000 (2008: profit of £179,000).

 

9. GOODWILL

Group				Goodwill £000
Cost
At 1 January 2009				7,049
Subsequent adjustment to goodwill on acquisition (note 18)				(3,419)
At 31 December 2009				3,630
Provision for impairment
At 1 January 2009				-
Impairment in the year				1,880
At 31 December 2009				1,880
Net book value
At 31 December 2009				1,750
At 31 December 2008				7,049

 

In line with International Financial Reporting Standards, goodwill has not been amortised from the transition date, but has instead been subject to an impairment review by the directors of the group.

As set out in accounting policy note 1 on page 18, the directors test the goodwill for impairment annually. The recoverable amount of the Group's cash generating units is calculated on the present value of their respective expected future cash flows, applying a weighted average cost of capital in line with businesses in the same sector. Post tax future cash flows for the next five years are derived from approved forecasts for the 2010 financial year.

a) Garner International

During 2009, the directors took the decision to cease trading under the Garner International name and instead to concentrate all marketing and business development through the Norman Broadbent brand. As such, an impairment provision of £959,000 for the full carrying value of goodwill attributable to Garner International has been recognised in these accounts.

b) Norman Broadbent

The key assumption applied to the forecasts for the business is that return on sales is expected to be a minimum of 10% per annum for the foreseeable future. Return on sales defined as the expected profit after tax on net revenue. There are only minimal non cash flows included in profit after tax. The rate used to discount the forecast cash flows is 12%.

The five year forecasts have been prepared using conservative revenue growth rates to reflect the uncertainty that is still present in the economy. Trading in the first quarter of 2010 is in line with forecast expectations however, in light of the continued uncertainty, management have taken the decision to make an impairment provision of £921,000, which equates to a fall in the return on sales for the Norman Broadbent business to 6.5%.

10. PROPERTY, PLANT AND EQUIPMENT

	Land and buildings - leasehold	Office and computer equipment	Fixtures and fittings	Total
	£'000	£'000	£'000	£'000
Cost
At 1 January 2009	17	199	77	293
Additions	-	84	3	87
Disposals	-	-	-	-
At 31 December 2009	17	283	80	380
Accumulated depreciation
At 1 January 2009	10	27	58	95
Charge for the period	4	161	14	179
At 31 December 2009	14	188	72	274
Net book value
At 31 December 2009	3	95	8	106
At 31 December 2008	7	172	19	198

The Group had no capital commitments as at 31 December 2009 (2008: £Nil).

The above assets are owned by Group companies; the Company has no fixed assets.

 

 

 

11. INVESTMENTS

Company				Shares in Group undertakings
					£000
Cost
At 1 January 2009					10,747
Adjustment to cost of subsidiaries (note 18)					(3,419)
At 31 December 2009					7,328
Provision for impairment
At 1 January 2009					3,518
Impairment in the year					2,010
At 31 December 2009					5,528
Net book value
At 31 December 2009					1,800
At 31 December 2008					7,229

On 3rd December 2008, the Group acquired 100% of the shares in BNB Recruitment Consultancy Limited, Bancomm Limited and Norman Broadbent Overseas Limited for a total consideration of £6,004,000. This consideration included £590,000 legal, professional and advisory costs directly attributable to the acquisition. During 2009, the vendor of the three subsidiaries went into administration and as a result the directors have been able to renegotiate the terms of the deferred consideration, which is reflected in the above adjustment. Full details of the revised terms are outlined in Note 18.

On 15th April 2010, BNB Recruitment Consultancy Limited was placed into liquidation, with net liabilities of £1.6m (Note 21). As such an impairment provision has been recognised for the full carrying value of the investment of £1.6m.

At 31st December 2009, the carrying value of the investment in Norman Broadbent Overseas Limited exceeded the net assets of the subsidiary company by £0.4m. As such, an impairment provision of £0.4m has been recognised in these accounts.

Principal Group investments:		Country of incorporation or registration and operation	Principal activities	Description and proportion of shares held by the company
Garner International Ltd		England and Wales	Executive search	100% ordinary shares
BNB Recruitment Consultancy Ltd *		England and Wales	Executive search	100% ordinary shares
Bancomm Ltd		England and Wales	Executive search	100% ordinary shares
Norman Broadbent Overseas Ltd **		England and Wales	Executive search	100% ordinary shares
Substantial Share Holdings:
NBS Norman Broadbent SA***		Spain	Executive Search	20% ordinary shares

* On 15th April 2010, this company was placed into voluntary creditors liquidation (see Note 21)

** Formerly BNB Recruitment Overseas Holdings Limited

*** The 20% shareholding in this company is owned by Norman Broadbent Overseas Ltd, a wholly owned subsidiary of Norman Broadbent plc (formerly Garner plc).

12. TRADE AND OTHER RECEIVABLES

			Group			Company
		2009 £000		2008 £000	2009 £000		2008 £000
Trade and other receivables		794		1,651	5		-
Prepayments and accrued income		227		362	15		200
Other taxation and social security		-		-	-		288
Due from group undertakings		-		-	83		208
		1,021		2,013	103		696

13. TRADE AND OTHER PAYABLES

			Group			Company
		2009 £000		2008 £000	2009 £000		2008 £000
Trade payables		370		1,147	105		631
Due to group undertakings		-		-	845		542
Other taxation and social security		1,786		216	339		-
Other payables		104		105	25		25
Directors loan account		260		100	260		66
Accruals		525		1,113	54		59
		3,045		2,681	1,628		1,323

There is no material difference between the carrying value and the fair value of the group's and parent's trade and other payables.

14. ISSUED SHARE CAPITAL

		2009 £000	2008 £000
Authorised:
307,744,864 Ordinary shares of 1.0p each (2008: 307,744,864)		3,078	3,078
23,342,400 Deferred A shares of 4.0p each (2008: 23,342,400)		934	934
907,118,360 Deferred shares of 0.4p each (2008: 907,118,360)		3,628	3,628
1,745,226 Deferred B shares of 42.0p each (2008: 1,745,226)		733	733
		8,373	8,373
Allotted and fully paid:
71,022,208 Ordinary shares of 1.0p each (2008: 70,855,541)		711	709
23,342,400 Deferred A shares of 4.0p each (2008: 23,342,400)		934	934
907,118,360 Deferred shares of 0.4p each (2008: 907,118,360)		3,628	3,628
1,043,566 Deferred B shares of 42.0p each (2008: 1,043,566)		438	438
		5,711	5,709

 

 

14. ISSUED SHARE CAPITAL (continued)

On 7th November 2008, the company granted to St Helen's Capital an option to subscribe for 798,762 Ordinary Shares of 1.0p each at an exercise price of 5.625p each. The option may be exercised in whole but not in part, at any time up to 31 March 2011 (Note 20).

At the year end the company also had 1,758,437 Share Options in existence, granted to staff under an EMI scheme approved by shareholders in December 2007 (Note 20). These options vest in equal tranches over a period of 3 years and have an exercise price of 5.625p.

On 2nd December 2008, in consideration of services provided in connection with the Acquisition, Conversion and Placing, the company granted 850,000 warrants. The warrants entitle the holders to subscribe for Ordinary Shares at a price of 3.0p per Share, at any time prior to 31 December 2011.

 

Deferred Shares of 0.4p each

The Deferred Shares carry no right to dividends, distributions or to receive notice of or attend general meetings of the company. In the event of a winding up, the shares carry a right to repayment only after payment of capital paid up on Ordinary Shares plus a payment of £10,000 per Ordinary Share. The company retains the right to transfer or cancel the shares without payment to the holders thereof. 

 

Deferred A Shares of 4p each

The Deferred A Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the company. In the event of a winding up, the shares carry a right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking parri passu with or in priority to the Deferred A Shares.

 

Deferred B Shares of 42p each

The Deferred B Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking parri passu with or in priority to the Deferred B Shares.

15. COMMITMENTS

Operating leases

The group leases all its premises. The terms of the leases vary for each property and are tenant repairing.

As at 31st December 2009, the total future value of minimum lease payments are due as follows:

	Land and buildings
	2009 £000	2008 £000
Within one year	299	179
Later than one year and not later than five years	-	120
	299	299

16. PENSION COSTS

The Group operated several defined contribution pension schemes for the business. The assets of the schemes were held separately from those of the Group in independently administered funds. The pension cost represents contributions payable by the Group to the funds and amounts to £131,000 (2008: £30,000). All costs were fully paid at the year end.

17. FINANCIAL INSTRUMENTS

Derivatives and other financial instruments

The Group's financial instruments comprise borrowings, some cash and liquid resources and various items such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations.

The Group has not entered into any derivative transactions in the year. The Group does not trade in financial instruments.

The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

Interest rate risk

The Group finances operations through bank borrowings. At the year-end all of the Group's bank borrowings were at floating rates of interest. It is the Group's policy to have all borrowings at a floating rate of interest and this policy is reviewed periodically to ensure it is appropriate.

Liquidity risk

The Group's policy is to retain a balance between short-term flexibility, achieved through overdraft facilities, and longer term planning through longer-term instalment debt. At the year-end, 64% of bank borrowings were overdrafts.

The maturity profile of the Group's financial liabilities is provided on the following page.

Currency risk

The Group's policy is not to hedge transactions, and to buy and sell currency at spot rate where applicable. Each company has assets and liabilities in its native currency only.

Financial assets:

£65,000 (2008: £643,000) of cash at bank and in hand is held in the Group, all denominated in Sterling. All financial assets attract interest at floating rates, and are based on national bank offering rates.

17. FINANCIAL INSTRUMENTS (continued)

Financial liabilities

MATURITY PROFILE OF FINANCIAL LIABILITIES

			Group			Company
Analysis of loan repayments		2009 £000		2008 £000	2009 £000		2008 £000
Current Liabilities
In one year or less or on demand:
Bank overdrafts and interest bearing loans		712		556	334		334
Deferred Consideration (note 18)		493		1,060	493		1,060
Directors' loan accounts		260		100	260		66
		1,465		1,716	1,087		1,460
Non-Current Liabilities
In more than one year but not more than two years:
Interest bearing loans		111		183	111		183
Deferred Consideration (note 18)		975		1,060	975		1,060
In more than two years but not more than five years:
Interest bearing loans		-		138	-		138
Deferred Consideration (note 18)		-		3,094	-		3,094
		1,086		4,475	1,086		4,475
		2,551		6,191	2,173		5,935

 

Bank loans and overdrafts are secured by a fixed and floating charge over the assets of the Group and by key man and other insurance policies in respect of A C Garner and S O'Brien, by a deed of postponement from A C Garner in respect of all loans made to the Group and by separate all moneys guarantees of restricted amounts from A C Garner. The following debentures are also in place as security for the bank loans:

 

- Unlimited debenture dated 3rd November 2000 from Garner International Limited

- Omnibus guarantee and set off agreement dated 6th November 2000 between the bank, Norman Broadbent plc (formerly Garner plc) and Garner International Limited.

 

INTEREST RATE PROFILE

The interest rate profile of the Group's financial liabilities was:

			2009 £000	2008 £000
Floating rate financial liabilities			823	877
Non interest bearing financial liabilities - deferred consideration			1,468	5,214
- directors' loan account			260	100
			2,551	6.191

Floating rate liabilities represent bank borrowings and overdrafts that bear rates of interest at between 2.0% and 3.5% above the base rate.

All of the financial instruments are held in the UK in Sterling.

17. FINANCIAL INSTRUMENTS (continued)

FAIR VALUES OF FINANCIAL LIABILITIES

Set out below is a comparison by category of book values and fair values of the Group's financial liabilities which are all denominated in sterling:

		2009		2008
		Book value £000	Fair value £000	Book value £000	Fair value £000
Bank loan		823	823	877	877
Directors' loan		260	260	100	100
Deferred consideration		1,468	1,468	5,214	5,214
		2,551	2,551	6,191	6,191

The fair value of cash at bank and in hand is not materially different from its book value.

18. ACQUISITIONS OF SUBSIDIARIES (revised)

On 3rd December 2008, the Group acquired 100% of the shares in BNB Recruitment Consultancy Limited, Bancomm Limited and Norman Broadbent Overseas Limited for a total consideration of £6,004,000, including professional and advisory costs. The principal activity of all three companies is that of executive search.

On 29th June 2009, the vendor of the above companies was placed into administration. The directors of Norman Broadbent plc (formerly Garner plc) have subsequently renegotiated the deferred consideration, reducing the total payable by £3,419,000, with a corresponding reduction to goodwill. Details of the revised consideration and adjustments to goodwill are shown below.

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date and the major classes of consideration transferred. The values of assets and liabilities have been determined at acquisition date using fair values:

		BNB Recruitment Consultancy	Bancomm	Norman Broadbent	TOTAL
		£000	£000	£000	£000
Property, plant & equipment		189	2	-	191
Trade & other receivables		1,544	104	63	1,711
Cash & cash equivalents		(615)	249	-	(366)
Trade & other payables		(1,322)	(300)	-	(1,622)
Net identifiable assets & liabilities		(204)	55	63	(86)
Goodwill recognised at 31st Dec 2008					6,090
Adjustment to goodwill during year					(3,419)
					2,585
Consideration:
Cash on acquisition date					200
Cash paid in year to 31st Dec 2009					287
Deferred cash consideration (note 17)					1,468
Professional & advisory costs re: acquisition					630
					2,585

 

18. ACQUISITIONS OF SUBSIDIARIES (continued)

The revised terms for the repayment of the deferred consideration are as follows:

Consideration:

The company has agreed to pay an aggregate purchase price before professional and advisory costs of £1,955,000 to acquire the three subsidiaries. This consideration will be settled as follows:

- £200,000 was paid in cash on acquisition date

- £287,000 of payments equivalent to royalty income and dividends received by Norman Broadbent Overseas Limited during the year to 31st December 2009, net of tax, were paid directly to the vendor.

- £200,000 of cash is to be paid by 25th June 2010

- £250,000 of cash is to be paid by 25th June 2011

- £300,000 of cash is to be paid by 25th June 2012

- £93,450 of the consideration is to be settled by an issue of 124,600 ordinary shares in the company, at a price of 75p per share.

- £624,765 of additional payments equivalent to royalty income and dividends received from an overseas licensee. Payments will be made quarterly and will continue until the balance of £624,765 has been fully settled. This element of the deferred consideration can only be settled through the income received from this overseas licensee with no recourse to the Company should the revenue stream reduce or cease completely in the future. 

 

19. RELATED PARTY TRANSACTIONS

In previous years A C Garner has made various loans to the Group to assist in working capital requirements. At 31 December 2009 the balances on these loans were £100,000 (2008: £100,000). These loans are non-interest bearing. On 15th June 2010, the company issued 177,777 new ordinary shares at 45p by way of capitalisation of £80,000 of this loan (Note 21). The balance of £20,000 has no formal repayment terms and continues to be non-interest bearing. 

In addition, A C Garner has the following personal guarantees:

- £200,000 as security for the group bank loans and overdraft.

- £500,000 as security for the deferred consideration. This guarantee decreases on a pound-for-pound basis.

J Bartle, a non-executive director of the company, made a loan of £100,000 to the company to assist in working capital requirements during the year. The balance on the loan at the year end was £100,000 (2008: £Nil) and it is non-interest bearing. On 15th June 2010, the company issued 222,222 new ordinary shares at 45p by way of capitalisation of this loan (Note 21). 

In 2008 Bruce Lakefield, a non-executive director of the company, provided a loan of £11,672 to the company. The balance of the loan at 31st December 2009 was £11,672. On 15th June 2010, the company issued 25,938 ordinary shares at 45p by way of capitalisation of this loan (Note 21).

 

20. ENTERPRISE MANAGEMENT INCENTIVE SHARE OPTION SCHEME

The measurement requirements of IFRS2 have been implemented in respect of share-options that were granted after 7 November 2002. The expense recognised for share based payments made during the year is shown in the following table;

Total expenses arising from equity settled share-based transactions:	2009	2008
	£000	£000
Norman Broadbent plc Executive Share Option Scheme	22	24
St Helens Options	-	18

The share-based payment plans are described below:

Norman Broadbent plc Executive Share Option Scheme

In accordance with the Executive Share Option Scheme, approved share options over Ordinary Shares of 1.0p each are granted to eligible employees who devote at least 25 hours per week, or if less at least 75% of their working time to the performance of duties or employment with the company.

The exercise price of the options is equal to the market price of the shares at the date of grant. The options may be exercised on the first, second and third anniversary of the date of the grant in equal amounts.

 

If the option holder ceases employment for any reason, the option may not be exercised, unless the Board permits. The approved options will be forfeited where they remain unexercised, at the end of their respective contractual lives of eight, nine or ten years.

 

There have been no cancellations or modifications to this plan since 19 December 2007 when the options were granted.

 

St Helens Options

On 7th November 2008, the company granted to St Helen's Capital an option to subscribe for 798,762 Ordinary Shares of 1.0p each at an exercise price of 5.625p each, the market price of the shares at the date of grant. The option may be exercised in whole but not in part, at any time up to 31 March 2011.The fair value of share options granted is estimated at the date of grant using a trinomial pricing model, taking into account all the terms and conditions upon which the options were granted.

The total number of options outstanding and exercisable under share arrangements as at 31st December 2009 was as follows:

	Options Outstanding		Options Exercisable
	Number of shares	Weighted avg. remaining life (yrs)	Weighted avg. exercise price (p)	Number exercisable
Executive Share Option Scheme	1,758,437	8.0	5.625	1,758,437
St Helens Options	798,762	1.3	5.625	798,762

 

 

  

20. ENTERPRISE MANAGEMENT INCENTIVE SHARE OPTION SCHEME (continued)

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

	Executive Share Option Scheme		St Helens Options
2009:	Weighted avg. exercise price (p)	Number of options	Weighted avg. exercise price (p)	Number of options
Balance at 1st January 2009	5.625	1,758,437	5.625	798,762
Granted	-	-	-	-
Exercised	-	-	-	-
Lapsed	-	-	-	-
Balance at 31st December 2009	5.625	1,758,437	5.625	798,762

 

Warrants:

In consideration of services provided in connection with the acquisition of the Norman Broadbent companies in 2008, the Company granted 850,000 warrants to Dowgate on the basis of 1 warrant for 1 Ordinary Share. Total warrants existing at 31st December 2009 over 1p Ordinary Shares in the Company are summarised below.

	Warrants
2009:	Weighted avg. exercise price (p)	Number of warrants
Balance at 1st January 2009	3.00	850,000
Granted	-	-
Exercised	-	-
Lapsed	-	-
Balance at 31st December 2009	3.00	850,000

 

Inputs to the trinomial Valuation Model

The fair value of share options and warrants granted is estimated at the time of grant using a trinomial pricing model, taking into account all the terms and conditions upon which the derivatives were granted.

The following table lists the inputs to the trinomial model in 2009 & 2008:

 

	2009	2008
Expected dividend yield	0%	0%
Expected volatility	85%	85%
Contractual life of the derivative	3 years	3 years
Weighted avg. risk free interest rate	3.99%	3.99%
Weighted avg. fair value	5.625%	5.625%

 

The expected volatility was estimated by reference to the historical volatility of the company's share price.

The risk free rate of return is estimated as the yield on zero coupon UK government bonds of a term consistent with the contractual life of the options granted.

 

21. POST BALANCE SHEET EVENTS

a) At 31st December 2009 BNB Recruitment Consultancy Limited, a 100% owned subsidiary of Norman Broadbent plc (formerly Garner plc), reported net liabilities of £1.72m. In April 2010, the directors decided that the company could no longer meet its obligations as they fell due and as such, pursuant to Section 288 of the Companies Act 2006 and Section 84(1) of the Insolvency Act 1986, a special resolution was passed on 15th April 2010 to place the company into voluntary creditors liquidation. The financial statements of the subsidiary for the year to 31st December 2009 have therefore been prepared on a break-up basis and the costs associated with the liquidation have been provided for in these accounts (Note 22).

b) In order to raise funds for the company an EGM was held on 14th June 2010 and the following resolutions were passed:

i) To effect a consolidation and sub-division of the Company's existing ordinary share capital on the following basis:

- every 30 Existing Ordinary Shares will be consolidated into one new ordinary share of 30p; and

- each of the issued ordinary shares of 30p each resulting from the consolidation will then be subdivided into and redesignated as one New Ordinary Share and one New Deferred Share. The New Ordinary Shares will then have a nominal value of 1p each.

ii) To authorise the directors to issue 4,522,221 of new shares at 45p for a total consideration of £2,035,000. Of these shares, 2,222,222 were issued to both Mr P Casey and Mr J Mouton, acting as "Concert Parties", which when combined, means that they hold a controlling interest of 57.58% of the new issued share capital of the Company.

 

iii) To change the name of the Company from Garner plc to Norman Broadbent plc

 

22. PROVISION FOR PREPARATION OF SUBSIDIARY ACCOUNTS ON BREAK-UP BASIS

BNB Recruitment Consultancy Limited		Year ended  31 December 2009		Year ended 31 December 2008
			£000	£000
Income generated prior to liquidation			185	-
Employee costs incurred prior to liquidation			(248)	-
Other overheads incurred prior to liquidation			(163)	-
Provision at 31st December 2009			(226)	-

23. CONTINGENT LIABILITY

The company is a member of the Norman Broadbent plc (formerly Garner plc) Group VAT scheme. As such it is jointly accountable for the combined VAT liability of the group. The total VAT outstanding in the Group at the year end was £426,000.

 

24. COPIES OF THE PRELIMINARY RESULTS

Copies of this report are available on request from the Company's registered office at 12 St James's Square, London, SW1Y 4LB and are also available on the Company's website: www.normanbroadbent.com

This information is provided by RNS

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