Red Leopard Holdings Regulatory News (RLH)

21 Jun 2006 12:21

Red Leopard Holdings PLC21 June 2006 RED LEOPARD HOLDINGS PLC PRELIMINARY RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2005 Chairman's Statement I am pleased to present the first full financial statements of the Group for theperiod from incorporation of Red Leopard Holdings plc ("Red Leopard" or "theCompany") on 17 November 2004 to 31 December 2005. The results for the period comprise those of Red Leopard and its wholly ownedsubsidiary Harrell Hotels (Europe) Ltd ("Harrell Hotels") (together the "Group"), which it bought at the same time as the Company was admitted to AIM in March 2005. Although income for the period was Nil and the loss after tax amounted to£320,055, the Company has been active on several fronts since its arrival onAIM. It now holds strategic investments in another AIM group specialising invenue management technologies, and in a company providing a web-based technologyplatform for the conveyancing sector. These successful early moves reflect the Group's long term objective to become astrategic investor in a range of businesses that the Board identifies asoffering strong growth potential. The Group's net asset value at 31 December 2005 was £1,896,470 and cash balancesamounted to £549,802. The Directors' do not propose paying a dividend. In February 2005, prior to Red Leopard being admitted to AIM, the Company raised£1.45 million before expenses (£1.14million after expenses of admission, theacquisition and the offer for subscription). At the same time as admission toAIM the Company bought the entire issued share capital of Harrell Hotels to takeadvantage of the opportunities available in the hospitality markets in theUnited Kingdom and Europe. Harrell Hotels' first planned project involved a newbuild development at North Brentford Quarter West London where the Group hopesto operate a hotel and an aparthotel for Marriott Courtyard. While we arecontinuing to negotiate acceptable terms with Barratt Homes to take account ofunforeseen planning issues, I am also pleased to confirm that we are at the sametime in active discussions over a further three hotel development sites for theCourtyard by Marriott development programme in the UK. During the year the Group made two strategic investments. In October 2005 theGroup invested £150,000 for a 3% interest in Venue Solutions Ltd, a companywhich specialises in the provision of venue management technologies andservices. In December 2005 Venue Solutions Limited listed on AIM at 26.5p andthe Group now owns 799,000 ordinary shares in Venue Solutions Holdings plc, thenewly incorporated holding company created for the flotation. The Group was alsogranted options over a further 449,450 ordinary shares at 33.5p exercisable upto 9 November 2006. In addition there are further options to which the Group isentitled, granted by a previous owner of shares in Venue Solutions Ltd,entitling it to a further 665,850 ordinary shares at prices between 30p and 50pper share exercisable up to October 2007. I am happy to report that VenueSolutions Ltd has been making good progress this year in delivering its businessplan. The Group has also invested £50,000 in Convex Conveyancing Ltd which is a bulkweb conveyancing platform with opportunities for creating economies of scale ina fragmented conveyancing market. Convex Conveyancing Ltd has established asophisticated customer facing and transparent IT platform and is already actingfor mortgage brokers on their conveyancing needs. The investment is in the formof a loan and entitles the Group, for a period of two years from October 2005,to take up approximately 5% of the issued share capital. The intention is forConvex Conveyancing Ltd to float on AIM as soon as is practically possible. As you can see the Group has been active on a number of fronts since beingadmitted to AIM. Although progress on the original North Brentford Quarter hasbeen slower than expected we have, at the same time, made progress on a numberof other initiatives. I believe that we are now involved in a number of exciting projects and I lookforward to reporting further progress on all of these when I next communicatewith you. Lastly I would like to take this opportunity of thanking our small but dedicatedteam who have worked hard on the Group's behalf during the period. C S RussellChairman CONSOLIDATED PROFIT AND LOSS ACCOUNTFor the period ended 31 December 2005 Period Ended 31 December 2005 Note £ Administrative expenses (347,734) Continuing operations (192,827) Acquisitions (154,907) OPERATING LOSS 1 (347,734) Interest Receivable 27,705Interest Payable 3 (26) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (320,055) TAX ON LOSS ON ORDINARY ACTIVITIES 2 - LOSS ON ORDINARY ACTIVITIES AFTER TAXATION £ (320,055) LOSS PER SHARE - basic and diluted 4 (0.15)p The company was incorporated on 17 November 2004. There were no recognised gains and losses for the period other than thoseincluded in the profit and loss account. CONSOLIDATED BALANCE SHEET 31 December 2005 Note £ £FIXED ASSETSIntangible fixed assets 2,415,702Tangible fixed assets 957Investments 150,000 2,566,659 CURRENT ASSETSDebtors 65,206Cash at bank and in hand 549,802 615,008 CREDITORS: amounts falling due within one year (35,197) NET CURRENT ASSETS 579,811 TOTAL ASSETS LESS CURRENT LIABILITIES 3,146,470 CREDITORS: amounts falling due after more than one year (1,250,000) NET ASSETS £ 1,896,470 CAPITAL AND RESERVES Called up share capital 5 441,198Share premium account 6 1,775,327Profit and loss account (320,055) EQUITY SHAREHOLDERS' FUNDS 7 £ 1,896,470 As at 31 December 2005 COMPANY BALANCE SHEET As at 31 December 2005 31 December 2005 Note £ £ FIXED ASSETS Investments 2,802,116 CURRENT ASSETS Debtors 89,959 Cash at bank 528,285 618,244 CREDITORS: amounts falling due within one year (25,277) NET CURRENT ASSETS 592,967 TOTAL ASSETS LESS CURRENT LIABILITIES 3,395,083 CREDITORS: amounts falling due after more than one year (1,250,000) NET ASSETS £ 2,145,083 CAPITAL AND RESERVES Called up share capital 5 441,198 Share premium account 6 1,775,327 Profit and loss account (71,442) EQUITY SHAREHOLDERS' FUNDS 7 £ 2,145,083 CONSOLIDATED CASH FLOW STATEMENT For the period ended 31 December 2005 Period ended 31 December 2005 Note £ Net cash flow from operating activities 8 (79,628) Returns on investments and servicing of finance 9 27,629 Capital expenditure and financial investment 9 (151,210) Acquisitions and disposals 9 (463,564) CASH OUTFLOW BEFORE FINANCING (666,723) Financing 1,216,525 INCREASE IN CASH IN THE PERIOD £ 549,802 1. OPERATING LOSS The operating loss is stated after charging: Period ended 31 December 2005 £ Amortisation - intangible fixed assets 94,118 Depreciation of tangible fixed assets: - owned by the company 253 Auditors' remuneration 10,000 Auditors' remuneration - non-audit 623 Operating lease rentals: - other operating leases 11, 031 Auditors' remuneration for the company is £5,000. 2. TAXATION Period ended 31 December 2005 £ Analysis of tax charge in period Tax on profit on ordinary activities £ - Factors affecting tax charge for period The tax assessed for the period is lower than the standard rate of corporation tax in the UK applicable to the group (30%). The differences are explained below: Period ended 31 December 2005 £ Loss on ordinary activities before tax (320,055) Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (96,017) Effects of: Expenses not deductible for tax purposes 28,641 Capital allowances for period in excess of depreciation 31 Tax losses created in period 67,345 Current tax charge for period (see note above) £ - Factors that may affect future tax charges The group has tax losses carried forward of £784,883 that are available for offset against future taxable profit. A deferred tax asset of £235,465 for tax losses has not been recognised as in the opinion of the directors there will be no suitable taxable profit available in the foreseeable future. 3. INTEREST PAYABLE Period ended 31 December 2005 £ On bank loans and overdrafts £ 26 4. LOSS PER SHARE The calculation of basic loss per ordinary share of the period is based on the loss of £320,055 and 220,599,230 ordinary shares. The calculation does not take account for further shares to be issued to Harrell Hospitality Group, Inc., resulting from the acquisition of Harrell Hotels (Europe) Limited on the basis that these shares to be issued are conditional providing Harrell Hospitality Group, Inc. brings to the company within three years of admission to AIM three hospitality business opportunities and one non-hospitality business opportunity which the directors deem feasible. In accordance with the Financial Reporting Standard 22 these conditional shares have been excluded from the calculation of diluted Earnings Per Share on the basis that inclusion of the conditional shares would reduce the loss per share. 5. SHARE CAPITAL 31 December 2005 £ Authorised 1,404,074,075 Ordinary shares of £0.002 each £ 2,808,148 Allotted, called up and fully paid 220,599,230 Ordinary shares of £0.002 each £ 441,198 The issued share capital comprises 220,599,230 ordinary shares of 0.2p each, consisting of 80,000 shares of £1 each issued as 80,000 £1 subscriber shares on incorporation and converted into 0.2p shares, 149,830,000 ordinary shares issued at a price of 1p per ordinary share, and 30,769,230 ordinary shares issued at a price of 3.25p per ordinary share. A further £1,250,000 will be payable to Harrell Hospitality Group, Inc. resulting from the inquisition of Harrell Hotels (Europe) Limited in such number of conditional shares, to be allocated at the average mid market closing price from the period from admission to AIM to the share price date, being the 42nd day after admission (with a minimum issue price of 1 pence per ordinary share), as equal £1,250,000, such number of conditional shares, together with the initial shares already allotted to Harrell Hospitality Group, Inc. being no greater than 56,250,000 ordinary shares. To the extent that the value of the conditional shares is less than £1,250,000 the balance will be paid by way of 3% loan notes by the company. The conditional shares will be issued providing Harrell Hospitality Group, Inc. brings to the company within three years of admission to AIM three hospitality business opportunities and one non-hospitality business opportunity which the directors deem feasible. 6. RESERVES Share premium account £ Group and company Premium of shares issued during the period 1,775,327 At 31 December 2005 £ 1,775,327 7. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS 31 December 2005 Group £ Loss for the period (320,055) Shares issued during the period 441,198 Share premium on shares issues (net of expenses) 1,775,327 Closing shareholders' funds £ 1,896,470 31 December 2005 Company £ Loss for the period (71,442) Shares issued during the period 441,198 Share premium on shares issued (net of expenses) 1,775,327 Closing shareholders' funds £ 2,145,083 The company has taken advantage of the exemption contained within section 230 of the Companies act 1985 not to present its own profit and loss account. The loss for the period dealt with in the accounts of the company was £71,442. 8. NET CASH FLOW FROM OPERATING ACTIVITIES Period ended 31 December 2005 Total £ Operating loss (347,734) Amortisation of intangible fixed assets 94,118 Depreciation of tangible fixed assets 253 Decrease in debtors 206,636 Increase in creditors (32,901) NET CASH INFLOW FROM OPERATIONS £ (79,628) 9. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT Period ended 31 December 2005 £ RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 27,705 Interest paid (26) NET CASH INFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE £ 27,679 Period ended 31 December 2005 £ CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase of tangible fixed assets (1,210) Purchase of listed investments (150,000) NET CASH OUTLFOW FROM CAPITAL EXPENDITURE £ (151,210) ACQUISITIONS AND DISPOSALS Purchase of subsidiary undertaking (461,840) Net overdrafts acquired with subsidiary (1,724) NET CASH OUTFLOW FROM ACQUISITIONS AND DISPOSALS £ (463,564) Period ended 31 December 2005 £ FINANCING Issue of ordinary shares 1,578,300 Expenses paid in connection with share issue (361,775) NET CASH OUTFLOW FROM FINANCING £ 1,216,525 PURCHASE OF SUBSIDIARY UNDERTAKINGS £ NET ASSETS ACQUIRED Debtors 271,842 Bank overdrafts (1,724) Creditors (68,098) 202,020 Goodwill 2,509,820 Net assets acquired £ 2,711,840 SATISFIED BY Consideration: Cash 461,840 Shares 2,250,000 £ 2,711,840 The financial information set out above does not constitute thecompany's statutory accounts for the period ended 31 December 2005, but isderived from those accounts. Statutory accounts for 2005 will be deliveredto the Registrar of Companies following the company's annual general meeting.The auditors have reported on those accounts; their reports wereunqualified and did not contain statements under s237(2) or (3) Companies Act1985. The company's registered office is at 233-237 Old Marylebone Road,London NW1 5QT. Copies of the Report and Accounts for the period ended 31 December2005 are being sent to shareholders. Further copies will be available from the company's registeredoffice. This information is provided by RNS The company news service from the London Stock Exchange