PTCM.L Regulatory News (PTCM)

2 May 2008 07:00

TSE Group PLC02 May 2008 For immediate release 2 May 2008 TSE GROUP PLC (the "Company" or "TSE") AUDITED RESULTS FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 The Board of TSE is pleased to announce its audited results for the 9 monthperiod ended 31 December 2007. Chairman's Statement I am pleased to report on our results for the nine months ended 31 December2007, a period which has been marked by some dramatic changes in the Company'sactivities. The audited accounts cover a nine month period, following thedecision to change the Company's year end from 31 March to 31 December. Theresults include only four months contribution from TSE, which was acquired atthe end of August 2007. On 18 April 2007, the Company announced that it had completed a placing of141,900,000 new Ordinary Shares with a number of investors at a price of 0.75pence per share, raising a total of £1,064,250 before expenses. Thisfund-raising significantly improved the Company's balance sheet and gave it thestrength to seek opportunities to acquire an established business with a provenmanagement team. On 20 August 2007, we were delighted to announce that shareholders had approvedthe proposed acquisition of Wilton International Consulting Limited, togetherwith its wholly owned subsidiary, TSE Consulting SA, at a General Meeting. Atthe same time, the Company changed its name from Sandford plc to TSE Group plc. Based in Lausanne, Switzerland, TSE Consulting SA is one of the most respectedand leading providers of consultancy services to the world of internationalsport. TSE provides strategic advice to international sports organisations, thepublic sector and private companies including advice to cities and governmentson bidding and hosting major sports events such as the Olympic Games. During 2006, TSE established its first round of international networks outsideof Switzerland with local partners; by the end of that year, offices had beenopened in London, Denmark, USA, and China. Since then, TSE has embarked on its second round of international expansion andin July 2007 opened its first office in Africa, with the launch of theJohannesburg operation under the Directorship of Victor Radebe. In September2007 TSE Turkey opened its doors in Istanbul, under the Direction of OrhanGorbon. Finally, in December 2007, TSE announced the opening of its new officein Moscow, Russia under the direction of Natasha Mezheritskaya. The third phase of TSE's expansion plans is expected to begin in 2008; thisexpansion may well include the Middle East and South East Asia, two regions ofthe world that are demonstrating increasing activity in the world ofinternational sport. TSE Consulting continues to advise its public sector clients operating ininternational sport throughout the world on the development of their sportingstrategies and through this work it assists cities and regional and nationalgovernments to attract major events. TSE also continues to work closely with anumber of the leading sports organisations and governing bodies for major sportsthroughout the world. The increasing need for governments to develop workable sports strategies fortheir countries and their cities continues to grow and there is increasingcompetition between governments to attract the cream of the world's majorsporting events to their countries. The business of sport continues to grow andnow accounts for 2% of GDP within western economies. Our company is ideally placed to benefit from this growing sector, which by itsvery nature will continue to offer a completely global marketplace with agenerally recession-resistant public sector clientele. During 2007 TSE Consulting successfully assisted the Governments of Poland andUkraine in their bid to host the UEFA European Football Championships in 2012and recently assisted the Turkish Athletics Federation to secure the rights tohost the IAAF World Indoor Athletics Championships in 2013. Also during the yearTSE continued to work with a number of major international sports organisationsincluding the Olympic Solidarity department at the IOC, the governing body forEuropean Football (UEFA) and the world governing body for Athletics (IAAF). OurUnited States office continued to work for the United States Olympic Committeeand for the cities of Denver and Phoenix. TSE Group's business strategy remains focused on the development of a group ofcompanies providing specialist services to the major events market. A number ofcorporate discussions are ongoing and our Company continues to look atbusinesses to either acquire or to form other business relationships with. The current year has started well and the Board is confident about the prospectsfor TSE in the year ahead. Another year of solid growth from TSE Consulting, coupled with the completion ofongoing acquisition and joint venture discussions, together with the containmentof costs within both the operating company and at a Group level, should ensure astrong year ahead for TSE Group plc. Adam ReynoldsChairman Enquiries: TSE Group plc Tel: 07785 283736Robin CourageBeaumont Cornish Limited (Nominated Adviser) Tel: 0207 628 3396Michael Cornish TSE GROUP PLCREPORT OF THE AUDITORSFOR THE 9 MONTHS TO 31 DECEMBER 2007-------------------------------------------------------------------------------- Independent Auditors' Report to the Shareholders of TSE Group plc We have audited the group and parent company financial statements (the'financial statements' of TSE Group plc for the period ended 31 December 2007which comprise the Consolidated Income Statement, the Consolidated and ParentCompany Balance Sheets, the Consolidated Cash Flow Statement, the Statement ofChanges in Equity and the related notes. These financial statements have beenprepared under the accounting policies set out therein. This report is made solely to the Company's members, as a body, in accordancewith Section 235 of the Companies Act 1985. Our audit work has been undertakenfor no purpose other than to draw to the attention of the Company's membersthose matters which we are required to include in an auditors report addressedto them. To the fullest extent permitted by law, we do not accept or assumeresponsibility to any party other than the company and company's members as abody, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The Directors' responsibilities for preparing the Annual Report and thefinancial statements in accordance with applicable law and InternationalFinancial Reporting Standards (IFRSs) as adopted by the European Union are setout in the Statement of Directors' Responsibilities. Our responsibility is to audit the financial statements in accordance withrelevant legal and regulatory requirements and International Standards onAuditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a trueand fair view and whether the financial statements have been properly preparedin accordance with the Companies Act 1985 and, as regards the group financialstatements, Article 4 of the IAS Regulation. We also report to you whether inour opinion the information given in the Directors' Report is consistent withthe financial statements. In addition we report to you if, in our opinion, the company has not kept properaccounting records, if we have not received all the information and explanationswe require for our audit, or if information specified by law regardingdirectors' remuneration and other transactions is not disclosed. We read other information contained in the Annual Report and consider whether itis consistent with the audited financial statements. The other informationcomprises only the Directors' Report, the unaudited part of the Directors'Remuneration Report, and the Operating and Financial Review. We consider theimplications for our report if we become aware of any apparent misstatements ormaterial inconsistencies with the financial statements. Our responsibilities donot extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditingissued by the Auditing Practices Board. An audit includes examination, on a testbasis, of evidence relevant to the amounts and disclosures in the financialstatements. It also includes as assessment of the significant estimates andjudgements made by the directors in the preparation of the financial statements,and of whether the accounting policies are appropriate to the group's andcompany's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information andexplanations which we considered necessary in order to provide us withsufficient evidence to give reasonable assurance that the financial statementsare free from material misstatement, whether caused by fraud or otherirregularity or error. In forming our opinion we also evaluated the overalladequacy of the presentation of information in the financial statements. Opinion In our opinion: • the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the group's affairs as at 31 December 2007 and of its loss for the period then ended; • the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 1985, of the state of the parent company's affairs as at 31 December 2007 • the financial statements have been properly prepared in accordance with the Companies Act 1985 and, as regards the group financial statements, Article 4 of the IAS Regulation; and • the information given in the Directors' Report is consistent with the financial statements. Kingston Smith LLPChartered Accountants and Registered AuditorsDevonshire House60 Goswell RoadLondonEC1M 7AD 1 May 2008 TSE GROUP PLCCONSOLIDATED INCOME STATEMENTFOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- Notes Period Year to 31.12.07 to 31.03.07 £ £ Group revenue 317,427 - Operating costs (545,506) (124,730) _________ _________ OPERATING LOSS 3 (228,079) (124,730)Finance revenue 20,187 -Finance costs 4 (19,232) -Settlement of liabilities 5 - 247,500 _________ _________(LOSS)/PROFIT BEFORE TAX (227,124) 122,770 Taxation 6 12,726 -Discontinued activities - 104,243 _________ _________(LOSS)/PROFIT FOR THE YEAR (214,398) 227,013 _________ _________(Loss)/Earnings per share (basic &diluted) (0.04p) 0.3p _________ _________ TSE GROUP PLCCONSOLIDATED BALANCE SHEETAS AT 31 DECEMBER 2007 -------------------------------------------------------------------------------- Notes At At 31.12.07 31.03.07Non-current assets £ £Intangible assets 7 1,737,158 -Tangible assets 8 18,954 - Current assetsTrade and other receivables 9 347,712 12,631Cash and cash equivalents 97,945 203,871 _______ _______ Current liabilities 10 445,657 216,502Trade and other payables (336,217) (54,553)Net current assets _______ _______ 109,440 161,949 _______ _______Total assets less current liabilities 1,865,552 161,949Non-current liabilities _______ _______Long term payables 11 (200,000) -Provision for liabilities and charges 12 (35,114) (50,000)NET ASSETS _______ _______ 1,630,438 111,949 _______ _______ EquityIssued share capital 13 1,231,900 1,000,000Shares to be issued reserve 204,000 -Share premium account 2,608,385 1,011,035Retained losses (2,413,847) (1,899,086) _______ _______SHAREHOLDERS' FUNDS 1,630,438 111,949 _______ _______ The financial statements were approved by the Board of Directors on 1 May 2008. Paul FoulgerDirector TSE GROUP PLCCOMPANY BALANCE SHEETAS AT 31 DECEMBER 2007 ------------------------------------------------------------------------------- Notes At At 31.12.07 31.03.07 £ £ Non-current assetsIntangible assets - -Tangible assets 8 2,179,894 - Current assetsTrade and other receivables 9 101,906 12,631Cash and cash equivalents 42,696 203,871 _______ _______ Current liabilities 10 144,602 216,502Trade and other payables (119,474) (54,553)Net current assets _______ _______ 25,128 161,949 _______ _______Total assets less current liabilities 2,205,022 161,949Non-current liabilities _______ _______Long term payables 11 (200,000) -Provision for liabilities and charges 12 (35,114) (50,000)NET ASSETS _______ _______ 1,969,908 111,949 _______ _______ EquityIssued share capital 13 1,231,900 1,000,000Shares to be issued reserve 204,000 -Share premium account 2,608,385 1,011,035Retained losses (2,074,377) (1,899,086) _______ _______SHAREHOLDERS' FUNDS 1,969,908 111,949 _______ _______ Paul FoulgerDirector TSE GROUP PLCCONSOLIDATED CASH FLOW STATEMENTFOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- Period Year to 31.12.07 To 31.03.07 £ £Cash flow from operating activitiesLoss before taxation (228,079) (124,730) Adjusted for:(Increase)/decrease in trade and other receivables (335,081) 66,416Increase/(decrease) in trade payables 457,545 (224,513) Tax refunded / (paid) - - ________ ________Net cash from operating activities (105,615) (282,827) Cash flows from investing activities Receipts from disposal of subsidiaries - 1Cash expended on discontinued activities ofsubsidiaries - (20,112)Acquisition of subsidiary, net of cash acquired (813,517) -Interest received 20,187 -Interest paid (19,232) - ________ ________Net cash outflow from investing activities (812,562) (20,111) ________ ________ Cash flows from financing activities Proceeds from the issue of shares (net of issuecosts) 812,251 268,720Redemption of loan notes / new loan notes issued - (82,500) ________ ________Net cash used in financing activities 812,251 186,220 ________ ________Net Decrease in cash & cash equivalents (105,926) (116,718) Cash & cash equivalents at 01.04.07 203,871 320,589 ________ ________ Cash & cash equivalents at 31.12.07 97,945 203,871 ________ ________ TSE GROUP PLCSTATEMENT OF CHANGES IN EQUITYFOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- Share Shares to be Share Profit and Total Capital Issued Reserve premium loss account equity £ £ £ £ Balance at01.04.06 720,000 - 1,022,315 (2,126,099) (383,784) Profit forthe period - - - 227,013 227,013 Issue ofshare capital 280,000 - (11,280) - 268,720 Balance at01.04.07 1,000,000 - 1,011,035 (1,899,086) 111,949 Loss forthe period - - - (214,398) (214,398) Shares tobe issued - 204,000 - - 204,000Reserve Acquisitionof TSE - - - (300,363) (300,363) Issue ofshare capital 231,900 - 1,597,350 - 1,829,250 ________ _______ ________ ________ ________Balance at31.12.07 1,231,900 204,000 2,608,385 (2,413,847) 1,630,438 ________ _______ ________ ________ ________ TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTSFOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 1. GENERAL INFORMATION TSE Group plc is a public limited company incorporated in the United Kingdomunder the Companies Act 1985 (Registration Number 5353387). The address of theregistered office is given on page 1. As disclosed in the Report of the Directors, the principal activities of theGroup were that of an investing company, up to the date of the acquisition ofWilton International Consulting Limited ("WICL"), from which time the principalactivity became that of an International Sports Consultancy firm. STATEMENT OF COMPLIANCE These financial statements have been prepared in accordance with InternationalFinancial Reporting Standards, International Accounting Standards and theirinterpretations issued or adopted by the International Accounting StandardsBoard as adopted by the European Union ("IFRS"). ACCOUNTING POLICIES (a) Basis of preparation of the financial statements The financial statements have been prepared in accordance with InternationalFinancial Reporting Standards including standards and interpretations issued bythe International Accounting Standards Board, and have been prepared using thehistorical cost convention. The financial statements are prepared in Pounds Sterling rounded to the nearestpound. (b) Basis of consolidation The consolidated income statement and balance sheet include the financialstatements of the company up to 31 December 2007. The results of subsidiariessold or acquired are included in the income statement up to, or from, the datecontrol passes. (c) Depreciation Depreciation on fixed assets is provided at rates estimated to write off thecost, less estimated residual value of each asset over its expected useful life,as follows: Computer equipment 25% reducing balanceFixtures, fittings & equipment 25% reducing balance TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 ------------------------------------------------------------------------------- (d) Cash and cash equivalents Cash and cash equivalents comprise current bank balances which are readilyconvertible to known amounts of cash and which are subject to insignificant riskof changes in value. This definition is also used for the cash flow statement. (e) Revenue Revenue represents the invoiced value of goods and services provided net ofvalued added tax. (f) Deferred tax Deferred income is provided, using the liability method, on temporarydifferences between the tax bases of assets and liabilities and their carryingamounts in the financial statements. Deferred income tax assets relating to thecarry-forward of unused tax losses are recognised to the extent that it isprobable that future taxable profit will be available against which the unusedtax losses can be utilised. (g) Goodwill Goodwill is determined by comparing the amount paid on the acquisition of abusiness and the aggregate fair value of its separable net assets, and is testedannually for impairment or more frequently if circumstances exist that indicateimpairment may have occurred. (h) Patents Patents are valued at cost less accumulated amortisation. Amortisation iscalculated to write off the cost in equal annual over their estimated usefullife of 20 years. (i) Leasing commitments Rentals payable under operating leases are charged against income on a straightline basis over the lease term. TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 2. STAFF COSTS Period Year To 31.12.07 to 31.03.07 £ £ Wages and Salaries 48,442 -Directors Remuneration 63,382 57,061Social Security costs 10,165 6,515 _______ _______ 121,989 63,576 _______ _______ The average monthly number of employees was as follows: Period Year to 31.12.07 to 31.03.07 No. No. Administration (including Directors) 10 5 _______ _______ 3. OPERATING LOSS The operating loss is stated after charging: Period Year to 31.12.07 to 31.03.07 £ £ Auditors remuneration - audit 15,500 7,500 _______ _______ During the year, the Group was charged £47,500 in respect of non-audit servicesprovided by associated businesses of the auditors. TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 4. FINANCE COSTS Period Year to 31.12.07 to 31.03.07 £ £ Bank interest 19,232 - 5. SETTLEMENT OF LIABILITIES Period Year to 31.12.07 to 31.03.07 £ £ Amounts waived on redemption of loan notes - 247,500 _______ _______ 6. TAXATION Period Year to 31.12.07 to 31.03.07 £ £Analysis of charge in the year:Current tax (12,726) - _______ _______ The tax assessed for the year differs from the standard rate of corporation taxin the UK at 30%. The differences are explained below: (Loss)/Profit before tax (227,124) 227,013 _______ _______ (Loss)/Profit before tax multiplied by the standard rate of corporation tax in the UK of 30% (68,137) 68,104 Accrued tax payable at date of acquisition of subsidiary (36,629) - Tax losses and disallowable items 92,040 (68,104) _______ _______ (12,726) - _______ _______ The total amount of unused tax losses for which no deferred tax asset isrecognised in the balance sheet is approximately £410,000 (2007 - £160,000). TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 7. INTANGIBLE FIXED ASSETS - GROUP AND COMPANY Patents Goodwill Total £ £ £Cost At 1 April 2006 176,438 655,133 831,571Disposals (176,438) (655,133) (831,571) ________ _______ _______At 1 April 2007 - - -Additions - 1,737,158 1,737,158 Disposals - - - ________ _______ _______At 31 December2007 - 1,737,158 1,737,158 ________ _______ _______Amortisation At 1 April 2006 5,000 655,133 660,133Disposals (5,000) (655,133) (660,133) ________ _______ _______At 1 April 2007 - - -Disposals - - - ________ _______ _______At 31 December 2007 - - - ________ _______ _______Net Book ValueAt 31 March 2007 - - - ________ _______ _______At 31 December 2007 - 1,737,158 1,737,158 ________ _______ _______ TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 8. TANGIBLE ASSETS - GROUP Office Furniture and IT Motor machinery equipment Vehicles Total £ £ £ £Cost At 1 April 2006 260,771 5,264 14,274 280,309Disposals (260,771) (5,264) (14,274) (280,309) _______ _______ ______ ______At 1 April 2007 - - - -Additions 28,937 11,723 - 40,660Disposals - - - - _______ _______ ______ ______At 31 December 2007 28,937 11,723 - 40,660 _______ _______ ______ ______ Depreciation At 1 April 2006 54,189 1,407 3,568 59,164Disposals (54,189) (1,407) (3,568) (59,164) _______ _______ ______ ______At 1 April 2007 - - - -Charge for the period 11,428 10,278 - 21,706 Disposals - - - - _______ _______ ______ ______At 31 December 2007 11,428 10,278 - 21,706 _______ _______ ______ ______ Net Book Value At 31 March 2007 - - - - _______ _______ ______ ______At 31 December 2007 17,509 1,445 - 18,954 _______ _______ ______ ______ TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 8. TANGIBLE ASSETS - COMPANY Investment in Subsidiaries £Cost & Net Book Value -At 1 April 2006 & 1 April 2007 2,179,894Additions _________ At 31 December 2007 2,179,894 _________ Goodwill on acquisition of investment in subsidiary: Consideration 1,961,401 Less: Fair value of net assets acquired: Tangible assets 13,805Trade and other receivables 220,234Cash and cash equivalents 47,961Trade and other payables (57,757) ________ (224,243) Goodwill _________ 1,737,158 _________ Name of Country of Percentage Principal activitiessubsidiary Incorporation shareholding during year Wilton InternationalConsulting Limited England & Wales 100% Dormant TSE Consulting SA Switzerland 100% International sports consultancy TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 9. TRADE AND OTHER RECEIVABLES - GROUP At At 31.12.07 31.03.07 £ £ Trade debtors: Gross 261,432 - Less: provision for bad debts (37,934) - ________ 223,498 Other debtors 65,548 - Prepayments and accrued income 58,666 12,631 _______ _______ 347,712 12,631 _______ _______ TRADE AND OTHER RECEIVABLES - COMPANY At At 31.12.07 31.03.07 £ £ Other debtors 70,772 - Prepayments and accrued income 31,134 12,631 _______ _______ 101,906 12,631 _______ _______ 10. TRADE AND OTHER PAYABLES - GROUP At At 31.12.07 31.03.07 £ £ Trade creditors 162,182 27,053 Taxes and social security costs 4,472 - Other creditors 169,563 20,000 Accrued expenses - 7,500 _______ _______ 336,217 54,553 _______ _______ TRADE AND OTHER PAYABLES - COMPANY At At 31.12.07 31.03.07 £ £ Trade creditors 119,474 27,053 Other creditors - 20,000 Accrued expenses - 7,500 _______ _______ 119,474 54,553 _______ _______ TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 11. LONG TERM PAYABLES - GROUP & COMPANY At At 31.12.07 31.03.07 £ £Amounts falling due after one year:Deferred cash consideration relating to the acquisitionofthe entire issued share capital of Wilton International 200,000 -Consulting Ltd _______ _______ 12. PROVISION FOR LIABILITIES & CHARGES - GROUP & COMPANY At At 31.12.07 31.03.07 £ £ Provision for claim for breach of contract (see below) 50,000 -Balance brought forward at 1 April 2007 (14,886) 50,000(Released in year)/Charged to income statement _______ _______Balance carried forward at 31 December 2007 35,114 50,000 _______ _______ At 31 December 2007, a provision of £35,114 (31 March 2007: £50,000) was made toallow for a potential claim for breach of contract regarding J E Farmer, aformer director of the company. TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 13. SHARE CAPITAL 31.12.07 31.03.07 £ £Authorised:1,352,000,000 Ordinary shares of 0.1p each 1,352,000 1,352,00072,000,000 Deferred shares of 0.9p each 648,000 648,000 ________ ________ 2,000,000 2,000,000 ________ ________ Allotted, called up & fully paid:583,900,000 Ordinary shares of 0.1p each 583,900 352,00072,000,000 Deferred shares of 0.9p each 648,000 648,000 ________ ________ 1,231,900 1,000,000 ________ ________ During the year 141,900,000 Ordinary 0.1p shares were issued at a premium of0.65p each, raising £1,064,250. During the year 90,000,000 Ordinary 0.1p shares were issued at a premium of0.75p each, as part consideration for the acquisition of the entire issued sharecapital of Wilton International Consulting Limited. Share Options Hansard granted an option to Neil McClure to purchase from Hansard up to8,800,000 Ordinary Shares at a purchase price of 0.1p per Ordinary Share at anytime on or before the 28 March 2010. Warrants Neil McClure currently holds 8,800,000 Warrants. Each Warrant entitles NeilMcClure to receive, upon exercise of the Warrants, one Ordinary Share at anexercise price of 0.1p per Ordinary Share. The Warrants may be exercised atanytime before the expiry of a three year period from the date of grant. The Company has issued 7,500,000 New Warrants to Beaumont Cornish. Each NewWarrant entitles Beaumont Cornish to receive, upon exercise of the New Warrants,one Ordinary Share at an exercise price of 0.85p per Ordinary Share. The NewWarrants may be exercised at anytime before the expiry of a five year periodfrom the date of grant. TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 14. EARNINGS PER SHARE The basic earnings per share is calculated by dividing the profit for thefinancial year attributable to shareholders by the weighted average number ofshares in issue. Period ended Year ended 31.12.07 31.03.07 Number Number Weighted average number of shares 529,110,584 72,460,300 _________ ________(Loss)/Profit for the period/year £ £ (214,398) 227,013 Basic earnings per share (0.04p) 0.3p ________ ________ The warrants and options as disclosed in note 13 above are potentially dilutive,however due to the losses in the year the diluted earnings per share has notbeen separately disclosed. 15. RELATED PARTY TRANSACTIONS GROUP & COMPANY Adam Reynolds and Paul Foulger, directors of the Company, are also directors ofWilton International Management Group Limited which was one of the vendors ofWilton International Consulting Limited. During the period the Company was invoiced £36,000 by Hansard Communications.comLimited, a company which both Adam Reynolds and Paul Foulger are directors of,for directors' fees relating to both Adam Reynolds and Paul Foulger. Inaddition, £6,935 of travel expenses were recharged to the Company. At the yearend, a balance existed within Trade Creditors of £49,210. During the period the Company was invoiced £7,500 by Alan Bailey (Studios)Limited, a company which both Adam Reynolds and Paul Foulger are directors of,for office rent and administration costs. At the year end a balance existedwithin Trade Creditors of £5,875. During the period, the Company was invoiced £16,000 by Neil McClure, a formerdirector, in relation to director's fees earned. At the year end, all amountshad been fully paid. 16. PROFIT ACCOUNTED FOR IN THE PARENT COMPANY As permitted by section 230 of the Companies Act 1985, the profit and lossaccount of the parent Company is not presented as part of the financialstatements. The parent company's loss for the financial year was £175,291 (2007:profit £227,013). TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- 17. TSE CONSULTING SA On 20 August 2007, Sandford plc acquired the entire issued share capital ofWilton International Consulting Limited ("WICL") for a total consideration of£1,919,000, comprising £950,000 cash and 90,000,000 ordinary shares of 0.1p inSandford plc. WICL is the owner of TSE Consulting SA. The results of TSE Consulting SA are shown below: Income Statement for the twelve months ended 31 December 2007 Period to 31.12.07 Year to 31.12.06 £ £Revenue 871,929 683,067 Operating costs (775,620) (588,037) _________ _________OPERATING PROFIT 96,309 95,030 Finance revenue 2,337 56 Finance costs (1,181) (5,877) _________ _________PROFIT BEFORE TAX 97,465 89,209 Taxation (23,903) (21,310) _________ _________PROFIT FOR THE PERIOD 73,562 67,899 _________ _________ TSE GROUP PLCNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)FOR THE 9 MONTHS ENDED 31 DECEMBER 2007 -------------------------------------------------------------------------------- Balance Sheet as at 31 December 2007 At At 31.12.07 31.12.06 £ £Non-current assetsTangible assets 18,954 22,382 ________ ________Current assets 18,954 22,382Trade and other receivables 251,030 155,504Cash and cash equivalents 55,249 49,727 ________ ________ 306,279 205,231Current liabilities (121,967) (116,921)Trade and other payables ________ ________Net current assets 184,312 88,310 ________ ________Total assets less current liabilities 203,266 110,692 ________ ________EquityIssued share capital 45,455 41,322Retained losses 157,811 69,370 ________ ________SHAREHOLDERS' FUNDS 203,266 110,692 ________ ________ 18. A copy of this announcement is available from the Company's website, www.tsegroupplc.com ENDS This information is provided by RNS The company news service from the London Stock Exchange