SMRT.L Regulatory News (SMRT)

9 Jun 2006 16:03

Azman PLC09 June 2006 For immediate release Stock Exchange Announcement 9th June 2006 Azman PLC Financial Statements Period Ended 31 January 2006 CHAIRMAN'S STATEMENT The audited results for the period from formation on 13 January 2005 to 31January 2006 show that the Company incurred a loss, both before and aftertaxation, of £33,000. This equated to a loss per share, suitably weighted, forthe period of 0.03p per share. As announced on 3 April 2006, we have entered into a non binding agreement toacquire Coms Limited, a Company operating in the voice over IP sector. We arecurrently conducting diligence stage on Coms Limited and will seek shareholderapproval for the acquisition once agreement is reached. The Company's shareshave been suspended as of the above date and it is expected that they willre-commence trading once the circular and readmission document containing anotice of extraordinary general meeting, in connection with the Coms Limitedacquisition is posted to shareholders. The Board is satisfied that cash resources are more than adequate to coverroutine operating expenses for the foreseeable future. J. D. RowlandChairman For further information: Jonathan Naess Nabarro Wells & Co. Ltd 020 7710 7400Leo Knifton Azman PLC 020 7251 3762 Profit and Loss Account For the period from 13 January 2005 to 31 January 2006 Notes £'000 Turnover - Operating expensesAdministration (45) ------------ Operating loss (45) Interest received 12 ------------ Loss on ordinary activities before taxation 2 (33) Taxation 4 - ------------ Deficit for the period 9 (33) ============ Loss per Share:Basic 5 (0.03)pFully diluted 5 (0.03)p There were no recognised gains or losses other than the retained loss for theperiod. Balance Sheet at 31 January 2006 Notes £'000Current AssetsDebtors 6 8Cash at bank and in hand 448 ------------ 456 Creditors: Amounts falling due within one year 7 (13) ------------ 443 ============ Capital and ReservesCalled up share capital 8 122Share premium account 9 354Profit and loss account 9 (33) ------------ Equity Shareholders' Funds 10 443 ============ CASH FLOW STATEMENTS FOR THE PERIOD 13 JANUARY 2005 TO 31 JANUARY 2006 Notes £'000 Net cash outflow from operating activities 11 (40) Returns on investment and servicing of financeInterest received 12 ------------ Net cash outflow from operations (28) ============ FinancingIssue of share capital (Net of expenses) 476 ------------ Net cash inflow from financing 476 ============ Increase in cash in the period 12 448 ============ Notes to the Financial Statements For the period ended 31 January 2006 1. Accounting Policies Basis of Accounting The financial statements have been prepared in accordance with applicableaccounting standards under the historical cost convention. The Company is now an AIM listed "shell" which is actively seeking a suitableacquisition. On the basis that the finance raised in the year and expectedfuture AIM costs, the accounts have been prepared on a going concern basis. Taxation The charge for taxation is based on the profit for the year and takes intoaccount taxation deferred because of timing differences between the treatment ofcertain items for taxation and accounting purposes. Deferred tax is recognised,without discounting, in respect of all timing differences between the treatmentof certain items for taxation and accounting purposes which have arisen but notreversed by the balance sheet date, except as otherwise required by FRS19. 2. Loss on Ordinary Activities £'000Is stated after:Auditors' remuneration- audit services 4- non-audit services 1 ============ 3. Staff number and costs NumberThe average weekly number of persons (including Directors)employed by the Company during the period was:Management 2 ------------ £'000Directors' Remuneration Fees - ============ On 15 February 2005 L.E.V. Knifton was granted warrants to subscribe for 333,334ordinary shares at par and J D. Rowland was granted warrants to subscribe for1,000,000 ordinary shares at 2 pence per share any time before the thirdanniversary of the admission of the Company to AIM. 4. Taxation £'000 Current tax charge - ============ Factors affecting the tax charge forthe period: Loss on ordinary activities before taxation (33) ============ Loss on ordinary activities multiplied by standard rate of UK corporation tax of 19% (2004 - 19%) (6) ============ Effects of Disallowed expenses -Tax losses carried forward 6 ------------ 6 ============ At 31 January 2006 the Company had excess management expenses to carry forwardof £33,000. The deferred tax asset on these tax loss of £6,000 has not beenrecognised due to the uncertainty of recovery. 5. Loss per Share The losses per share have been calculated on the loss for the financial periodof £33,000 and the following weighted average number of shares in issue duringthe period ended 31 January 2006 -basic 116,075,549 -fully diluted 113,166,458 6. Debtors £'000 Other debtors 3Prepayments 5 ------------ 8 ============ 7. Creditors: Amounts falling due within one year £'000 Trade creditors 4Accrued and deferred income 9 ----------- 13 =========== 8. Share Capital £'000Authorised: 5,000,000,000 ordinary shares of 0.1p 5,000 =========== Allotted, issued and fully paid121,750,000 ordinary shares of 0.1p 122 =========== On formation at 13 January 2005, 1 ordinary shares of £1.00 was issued andauthorised share capital was £1,000. On 24 January 2005 the authorised share capital was increased to £5,000,000 andthe ordinary shares were sub divided into shares of 0.1p each. On the same day afurther 99,999,000 shares were issued at par. A placing and admission to trading on AIM document was issued on 15 February2005 and, in accordance with the document, 20,000,000 ordinary shares weresubscribed for at 2p per share on 2 March 2005. On 23 March 2005, it was agreed to issue a further 1,500,000 shares inaccordance with the placing documents and an additional 250,000 were issued tosatisfy a trade creditor, both were issued at 2p per share. The following warrants instruments were created on 15 February 2005: (a) For 4,500,000 ordinary shares, exercisable at 0.1p per share at any time up to 2 March 2008; (b) For 2,500,000 ordinary shares, exercisable at 2p per share at any time up to 2 March 2008. 9. Reserves Share Premium Profit and Loss Account Account £'000 £'000 At 13 January 2005 - - On share issues 413 -Cost of placing (59) -Loss for the period - (33) ------------ ----------At 31 January 2006 354 (33) ============ ========== 10. Reconciliation in Movements in Shareholders' funds £'000 Loss after taxation (33)Issue of shares (net of expenses) 476 ------------ 443Ordinary shareholders' funds - ------------ Closing shareholders' funds 443 ============ 11. Net Cash (Outflow) from Operating Activities 2004 £'000 ------------Operating loss (45)Increase in debtors (8)Increase in creditors 13 ------------ (40) ============ 12. Analysis of Change in Net Debt At 13 At 31st January Cash January 2005 Flow 2006 £'000 £'000 £'000 Cash at bank and in hand - 448 448 ========= ========= ========= 13. Financial instruments The Company's financial instruments comprise trade creditors, cash, and equityshares. The Company has taken advantage of the exemption under FRS13 to exclude shortterm debtors and short term creditors from the disclosure of financial assetsand liabilities. The Company has cash at bank. This is placed on short term deposit to maximisethe group's liquid resources and no interest rate hedging is undertaken. Duringthe year a weighted average of 2.8% was achieved. 14. Controlling Party Azman plc is quoted on the Alternative Investment Market of the London StockExchange. At the date of the Annual Report in the Directors opinion there is nocontrolling party. The audited annual report and accounts will be posted to shareholders on Friday9th June, 2006. Copies of the annual report and accounts will be available forcollection from the Company's registered office at Finsgate, 5-7 CranwoodStreet, London EC1V 9EE. -End- This information is provided by RNS The company news service from the London Stock Exchange