PTCM.L Regulatory News (PTCM)

12 Sep 2007 07:01

TSE Group PLC12 September 2007 For Immediate Release 12 September 2007 TSE GROUP PLC (formerly Sandford plc) UNAUDITED INTERIM REPORT FOR THE THREE MONTHS TO 30 JUNE 2007 CHAIRMAN'S STATEMENT I am pleased to announce TSE Group plc's (the "Company") interim results to 30June 2007. On 27 July 2007 we announced the proposed acquisition of Wilton InternationalConsulting Limited ('Wilton'), including its wholly owned subsidiary TSEConsulting SA ('TSE'), which was subsequently approved by shareholders inGeneral Meeting on 20 August 2007. As part of these arrangements the Company'syear-end was moved to 31 December from 31 March and so the next full auditedaccounts will be prepared for the 9 months ending 31 December 2007. Theseinterim results therefore only cover the 3 months to 30 June 2007, although wehave also included the pro-forma accounts for TSE for the 6 months ended 30 June2007 for information. During the period, the Company had no trading activities and costs purelyreflect overheads and costs associated with evaluating and negotiating the dealwith Wilton as detailed above. The pro-forma results for TSE show a significant increase in profitability ascompared to the previous year, a trend I anticipate will continue into thesecond half of the year. I am delighted that after a difficult 18 months we have now managed to put thepast behind us and with the acquisition of Wilton and TSE we can look forward tothe future with confidence. This confidence is further boosted with theknowledge that the Company's international presence continues to expand, giventhat the office in South Africa has now been successfully launched and, ashighlighted in a recent announcement, the establishment of a new office inTurkey. The acquisition of TSE brings with it two new directors to the board, RobinCourage, as Group Chief Executive and Lars Haue-Pedersen. On behalf of AdamReynolds, Paul Foulger and myself, I would like to welcome both Lars and Robinto the board and look forward to expanding the new business via both organic andacquisition growth. Neil McClureNon Executive Chairman TSE GROUP PLC INCOME STATEMENTFOR THE THREE MONTHS ENDED 30 JUNE 2007 Notes Unaudited Unaudited Audited three months six months year Ended ended ended 30 June 2007 30 September 31 March 2006 2007 £ £ £ Revenue - - - Operating costs (96,544) (105,595) (124,730) _________ _________ _________OPERATING LOSS (96,544) (105,595) (124,730) Finance revenue 6,152 685 - Finance costs (155) (7,425) - Settlement of Liabilities - 161,920 247,500 _________ _________ _________(LOSS) / PROFIT BEFORE TAX (90,547) 49,585 122,770 Taxation - - - Discontinued Activities - - 104,243 _________ _________ _________(LOSS) / PROFIT FOR THE YEAR (90,547) 49,585 227,013 _________ _________ _________ (Loss)/Earnings per share Basic 4 (0.02p) 0.07p 0.3pDiluted 4 (0.02p) 0.07p 0.3p _________ _________ _________ TSE GROUP PLC BALANCE SHEETAS AT 30 JUNE 2007 Unaudited Unaudited Audited as at as at as at 30 June 30 September 31 March 2007 2006 2007 £ £ £Current assets Trade and other receivables 98,476 1,175 12,631Cash and cash equivalents 1,138,061 85,954 203,871 _______ _______ _______ 1,236,537 87,129 216,502 Current liabilities Trade and other payables (100,885) (51,327) (54,553) ________ ________ ________ Net current assets 1,135,652 35,802 161,949 ________ ________ ________Total assets less current liabilities 1,135,652 35,802 161,949 ________ ________ ________ Non-current liabilities Long term payables - (330,000) -Provision for liabilities and charges (50,000) (40,000) (50,000) ________ ________ ________ 1,085,652 (334,198) 111,949 ________ ________ ________ Equity Issued share capital 1,141,900 720,000 1,000,000Share premium account 1,933,385 1,022,315 1,011,035Accumulated losses (1,989,633) (2,076,513) (1,899,086) ________ ________ ________SHAREHOLDERS' FUNDS 1,085,652 (334,198) 111,949 ________ ________ ________ TSE GROUP PLC CASH FLOW STATEMENTFOR THE PERIOD ENDED 30 JUNE 2007 Unaudited Unaudited Audited three months six months year ended ended 30 ended 30 June September 31 March 2007 2006 2007 £ £ £Cash flow from operating activities Loss before taxation (96,544) (105,595) (124,730) Adjusted for: Depreciation of tangible assets - - -(Increase)/decrease in trade and other receivables (85,845) 77,872 66,416 Increase/(decrease) in trade and other payables 164,249 78,808 (224,513) ________ ________ ________Net cash from operating activities (18,140) 51,085 (282,827) Cash flows from investing activities Receipts from disposal of subsidiaries - - 1Cash expended on discontinued activities of subsidiaries - - (20,112) Interest received 6,152 685 -Interest paid (155) (7,425) - ________ ________ ________Net cash outflow from investing activities 5,997 (6,740) (20,111) ________ ________ ________ Cash flows from financing activities Issue of shares (net of issue costs) 1,064,250 - 268,720Redemption of loan notes/new loan notes issued - (56,667) (82,500) ________ ________ ________Net cash used in financing activities 1,064,250 (56,667) 186,220 ________ ________ ________ Net increase/ (decrease) in cash & cash equivalents 1,052,107 (117,917) (116,718) Opening cash & cash equivalents 85,954 203,871 320,589 ________ ________ ________ Closing cash & cash equivalents 1,138,061 85,954 203,871 ________ ________ ________ TSE GROUP PLC STATEMENT OF CHANGES IN EQUITYFOR THE PERIOD ENDED 30 JUNE 2007 Share Share Profit and Total Capital Premium Loss account equity £ £ £ £ Balance at the beginning of the year 1,000,000 1,011,035 (1,899,086) 111,949 Loss for the period - - (90,547) (90,547) Issue of share capital 141,900 922,350 - 1,064,250 _______ ________ ________ ________At 30.06.07 1,141,900 1,933,385 (1,989,633) 1,085,652 ________ ________ ________ ________ TSE GROUP PLC NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS 1. The financial information presented in this report has been prepared in accordance with IAS 34 'Interim Financial Reporting' using accounting policies that will be used in the preparation of the financial statements for the period ended 31.12.07. These policies are in accordance with International Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations that are expected to be applicable for the period ended 31 December 2007. The comparative figures included in this report for the six months ended 30 September 2006 are restated for IFRS and are unaudited. The 12 months to 31 March 2007 were prepared under IFRS. The conversion to IFRS has resulted in presentational adjustments only. The financial information in this statement does not constitute statutory accounts under S240 of the Companies Act and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 March 2007 has been extracted from the statutory accounts which have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain any statement under Section 237 of the Companies Act 1985. The interim financial information has been prepared on the basis of the accounting policies set out in the Group's statutory accounts for the year ended 31 March 2007. Fixed annual charges are apportioned to the interim period on the basis of time elapsed. Other expenses are accrued in accordance with the same principles used in the preparation of the annual accounts. 2. In the opinion of the directors, the company has no business or geographical segments for which disclosure is required under IAS 34 'Interim Financial Reporting'. 3. In the three months ended 30 June 2007, the company has issued the following number of 0.1p shares to provide additional working capital: Date No of Shares Price Value Raised 18.04.2007 141,900,000 0.75p £1,064,250 4. Earnings per share has been calculated using the weighted average number of shares in issue during the relevant financial period. The weighted number of equity shares in issue and the earnings, being the profit after tax, are as follows: Unaudited Unaudited Audited three months six months year ended ended ended 30 June 30 September 31 March 2007 2006 2007 Weighted number of equity shares 486,902,192 72,000,000 72,460,300Effect of employee shareoptions 122,250 - -Weighted average number of sharesused in diluted EPS 487,024,442 72,000,000 72,460,300(Loss)/Profit after tax (90,547) 49,585 227,013Basic earnings per share (0.02p) 0.07p 0.3pDiluted earnings per share (0.02p) 0.07p 0.3p 5. On 20th August 2007, Sandford plc acquired the entire issued share capital of Wilton International Consulting Limited ("WICL") for a total consideration of £1,919,000, comprising of £950,000 cash and 90,000,000 ordinary shares of 0.1p in Sandford plc. WICL is the owner of TSE Consulting SA, an international sports consultancy business based in Lausanne, Switzerland. As a result of the above transaction, Sandford plc changed its name to TSE Group plc on the same day. The results of TSE Consulting SA are not consolidated in the Interim financialstatements but are shown below: TSE CONSULTING SA INCOME STATEMENTFOR THE SIX MONTHS ENDED 30 JUNE 2007 Unaudited Audited six months ended year ended 30 June 31 December 2007 2006 £ £ Revenue 414,094 683,067 Operating costs (273,577) (588,037) _________ _________OPERATING PROFIT 140,517 95,030 Finance revenue 1,047 56 Finance costs (3,461) (5,877) _________ _________PROFIT BEFORE TAX 138,103 89,209 Taxation (37,288) (21,310) _________ _________PROFIT FOR THE PERIOD 100,815 67,899 _________ _________ TSE CONSULTING SABALANCE SHEETAS AT 30 JUNE 2007 Unaudited Audited as at 30 June as at 31 December 2007 2006 £ £Non-current assetsTangible assets 13,224 22,382 _______ _______Current assets 13,224 22,382Trade and other receivables 203,592 155,504Cash and cash equivalents 50,444 49,727 _______ _______ 254,036 205,231Current liabilities Trade and other payables (55,753) (116,921) _______ _______Net current assets 198,283 88,310 _______ _______Total assets less currentliabilities 211,507 110,692 _______ _______ EquityIssued share capital 41,322 41,322Retained losses 170,185 69,370 _______ _______SHAREHOLDERS' FUNDS 211,507 110,692 _______ _______ For further information please contact: TSE Group plcPaul Foulger, Finance Directorwww.tsegroupplc.comTel: 0207 245 1100 Beaumont Cornish LimitedMichael CornishTel: 0207 628 3396 Roland Cornish Tel: 0207 628 3396 This information is provided by RNS The company news service from the London Stock Exchange