SOLO.L Regulatory News (SOLO)

1 May 2007 14:57

Immersion Technologies Intl PLC01 May 2007 1st May 2007 Immersion Technologies International plc ("ITI" or the "Company") Unaudited Interim Results The Board of Directors is pleased to present the Company's unaudited interimresults for the six months ended 28 February 2007. Also included below are theunaudited consolidated interim results for Whise Acoustics and its subsidiarycompanies (the "Whise Acoustics group") for the six months ended 31 December2006. Whise Acoustics became a subsidiary of ITI on 12 April 2007 when ITIacquired its parent, Immersion Technology International plc. Immersion Technology International plc identified the Whise Acoustics group as atarget in 2006 because of its award winning technology and existingrelationships with such companies as Alpine Electronics and HarmonInternational. It completed the acquisition of the group on 20 October 2006, asdetailed in the Company's Admission Document dated 15 March 2007. In the six months ending 31 December 2006 the Whise Acoustics group underwentsignificant business and corporate restructuring to make it suitable for theacquisition. This meant ceasing a joint venture relationship with WhatmoughMonitors Pty Ltd and selling a subsidiary, Precision Audio Pty Ltd. Even thoughthese two entities produced the majority of the group's revenue in the financialyear ending 31 June 2006 the Directors of Immersion Technology International plcdid not view them as profitable and relevant to its future business strategy.As a consequence the interim results for the Whise Acoustics group show a fallin revenue for the period and material charges to the Income Statement toreflect the write-off of investments and losses on the sale of assets andinvestments. Immersion Technologies International plc (formerly St James's Energy plc) Unaudited Interim Results for the six months ended 28 February 2007 CHAIRMAN'S STATEMENT In the Company's AIM admission document dated 5 May 2006, the Board stated itsintention was to make investments in the upstream energy and utilities sector.The Board considered a number of opportunities within this strategy, of whichtwo were taken to the advanced negotiation stage and one was taken to theadvanced due diligence stage. However, the Board was unable to identify atransaction that properly met its investment criteria. In the reporting period ending 28 February 2007, the Company embarked ondetailed negotiations with a renewable energy technology company that hadsignificant market potential. However during the due diligence the Directorsdetermined that the transaction may not deliver above average returns that ourshareholders would require and as a consequence the Company withdrew fromnegotiations. The Board concluded that assets in the upstream energy and utilities sector wereeither overpriced or too far away from a revenue stream. It also saw anincreasing number of potential technology transactions and it believes that thetechnology sector has been relatively undervalued since 2001. Through itscontacts, it identified Immersion Technology International plc as an excellentopportunity to enter the audio technology market. Its patented and patentpending technologies relate to both high performance electrostatic loudspeakersand award-winning conventional cone loudspeakers. These technologies arealready earning revenues. The acquisition of Immersion Technology International plc was completed post theperiod end after it was approved at an Extraordinary General Meeting held on 11April 2007. Other resolutions passed included the consolidation of theCompany's share capital on the basis of one new ordinary share for every 7existing ordinary shares and the change of name from St James's Energy plc toImmersion Technologies International plc. As at 24 April 2007 the Company had issued 175,703,671 new ordinary shares toacquire Immersion Technology International plc and will exercise its right tocompulsorily acquire the remaining 200,000 shares to complete 100% ownership.The closing price on the day of readmission was 10.25p per share. The totalnumber of shares on issue, once the compulsory acquisition is completed, will be224,869,614. Operational and Financial Review During the period, the Company received investment income of £83,992 andincurred administrative expenses of £249,495 resulting in a loss for the periodof £165,426. The main administrative expenses consisted of £42,000 of Directorsfees, £119,399 of professional fees incurred in the due diligence of therenewable energy technology company, £18,000 of fully serviced office fees and£20,647 of irrevocable VAT. Chris LambertNon Executive Chairman INDEPENDENT REVIEW OPINION Introduction We have been instructed by the Company to review the financial informationcomprising the Income Statement, Statement of Changes in Equity, Balance Sheet,Cash Flow Statement and notes thereon and we have read the other informationcontained in the interim report and considered whether it contains any apparentmisstatements or material inconsistencies with the financial information. This report, including the conclusion, has been prepared for and only for theCompany for the purpose of their interim report and for no other purpose. We donot, therefore, in producing this report, accept or assume responsibility forany other purpose or to any other person to whom this report is shown or intowhose hands it may come save where expressly agreed by our prior consent inwriting. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by the Directors. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4issued by the Auditing Practices Board as if that Bulletin applied. A reviewconsists principally of making enquiries of the Directors and applyinganalytical procedures to the financial information and underlying financial dataand based thereon, assessing whether the accounting policies and presentationhave been consistently applied unless otherwise disclosed. A review excludesaudit procedures such as tests of controls and verification of assets,liabilities and transactions. It is substantially less in scope than an auditperformed in accordance with International Auditing Standards and thereforeprovides a lower level of assurance than an audit. Accordingly we do notexpress an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the period ended 28February 2007. MRI Moores Rowland LLPChartered Accountants 3 Sheldon SquareLondon W2 6PS INCOME STATEMENT FOR THE PERIOD ENDED 28 FEBRUARY 2007 Notes Six months ended Period from Six months ended incorporation (22 August 2005) to 28 February 2007 31 August 2006 28 February 2006 Unaudited Audited Unaudited £ £ £ Revenue - - - Administrative expenses (249,495) (146,649) (29,032) Loss from operations (249,495) (146,649) (29,032)Foreign exchange gain 77 - -Interest income 83,992 61,951 322 Loss before tax (165,426) (84,698) (28,710)Income tax expense - - - Loss after tax (165,426) (84,698) (28,710) Loss for the period (165,426) (84,698) (28,710) Loss per shareBasic 5 (0.05)p (0.05)p (0.03)p Diluted 5 (0.05)p (0.05)p (0.03)p BALANCE SHEET AS AT 28 FEBRUARY 2007 Notes As at As at As at 28 February 2007 31 August 2006 28 February 2006 Unaudited Audited Unaudited £ £ £ASSETSCurrent assetsTrade and other receivables 60,869 34,203 98,700Cash and cash equivalents 3,498,466 3,728,679 43,632 3,559,335 3,762,882 142,332 Total assets 3,559,335 3,762,882 142,332 LIABILITIESCurrent liabilitiesTrade and other payables 310,370 52,229 19,042 310,370 52,229 19,042 Net current assets 3,248,965 3,710,653 123,290 Net assets 3,248,965 3,710,653 123,290 EQUITYShare capital 3 342,762 342,762 152,000Share premium reserve 3,103,144 3,399,406 -Share-based payment 53,183 53,183 -Accumulated losses (250,124) (84,698) (28,710) Total equity 3,248,965 3,710,653 123,290 STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 28 FEBRUARY 2007 Attributable to equity holders of the company Share capital Share Premium Accumulated Share based Total Equity losses payments £ £ £ £ £ Balance at 22 August 2005 - - - - - Share Capital Issued 152,000 - - - 152,000 Accumulated losses - - (28,710) - (28,710) Balance at 28 February 2006 152,000 - (28,710) - 123,290 Balance at 28 February 2006 152,000 - (28,710) - 123,290 Share issue 190,762 3,937,086 - - 4,127,848 Cost of Share issue - (484,497) - - (484,497) Share based payments to - (53,183) - 53,183 -advisors Accumulated losses - - (55,988) - (55,988) Balance at 31 August 2006 342,762 3,399,406 (84,698) 53,183 3,710,653 Balance at 31 August 2006 342,762 3,399,406 (84,698) 53,183 3,710,653 Cost of Share issue - (296,262) - - (296,262) Accumulated losses - - (165,426) - (165,426) Balance at 28 February 2007 342,762 3,103,144 (250,124) 53,183 3,248,965 CASH FLOW STATEMENT FOR THE PERIOD ENDED 28 FEBRUARY 2007 Notes Six months Period from Six months ended incorporation ended (22 August 2005) to 28 February 2007 31 August 28 February 2006 2006 Unaudited Audited Unaudited £ £ £OPERATING ACTIVITIESCash used in operations 4 (234,020) (128,623) (9,990) NET CASH FROM OPERATING ACTIVITIES (234,020) (128,623) (9,990) INVESTING ACTIVITIESInterest received 83,992 61,951 322 NET CASH FROM INVESTING ACTIVITIES 83,992 61,951 322 FINANCING ACTIVITIESCash from financing activities at beginning of - - -periodProceeds on issue of ordinary shares - 4,279,848 53,300Cost of issue of ordinary shares (80,262) (484,497) - NET CASH FROM FINANCING ACTIVITIES (80,262) 3,795,351 53,300 (230,290) 3,728,679 43,632 NET (DECREASE) /Increase IN CASH AND CASH (230,290) 3,728,679 43,632-EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,728,679 - - Effect of foreign exchange rate changes 77 - - CASH AND CASH EQUIVALENTS AT END OF PERIOD 3,498,466 3,728,679 43,632 NOTES TO THE INTERIM RESULTS FOR THE PERIOD ENDED 28 FEBRUARY 2007 1 SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements have been prepared in accordance with and comply withInternational Financial Reporting Standards adopted by the European Union. Theprincipal accounting policies of the company are set out in the Company's 2006annual report and financial statements. These financial statements are presented in Sterling since that is the currencyin which the majority of the Company's transactions are denominated. Basis of preparation The measurement basis used in the preparation of the financial statements ishistorical cost, except for financial assets at fair value through profit orloss, which have been measured at fair value. Statutory Accounts The financial information set out above does not constitute the Company'sstatutory accounts as defined by section 240 of the Companies Act 1985. ThisInterim report has not been audited, but was the subject of an independentreview. Business segments For management purposes, the company is currently organised into one operatingcompany in the UK and carries out only one principal activity being the makingof investments in the upstream energy sector. Geographical segments The company's operations are located only in the UK. Cash and cash equivalents Cash and cash equivalents comprise cash in hand, cash at bank and short termdeposits with banks and similar financial institutions. 2 TAXATION No taxation has been provided due to losses in the period. 3 SHARE CAPITAL Six months Period Six months 28 ended 28 February 2007 31 August 2006 February 2006 Unaudited Audited Unaudited £ £ £Ordinary shares of £0.001 each Authorised:1,000,000,000 ordinary shares of £0.001 each 1,000,000 1,000,000 1,000,000 Issued and Fully Paid:342,761,601 (31 August 2006: 342,761,601; and 28 February 342,762 342,762 152,0002006: 152,000,000) ordinary shares of £0.001 each All of the following share capital was issued in order to incorporate the company and provide working capital. (1) On 22 August 2005 the company issued 2 ordinary shares at £0.001 per share for cash consideration. (2) On 27 October 2005 the company issued 53,299,998 ordinary shares at £0.001 per share for cash consideration. (3) On 15 November 2005 the company issued 98,700,000 ordinary shares at £0.001 per share for cash consideration. (4) On 21 March 2006 the company issued 55,000,000 ordinary shares at £0.001 per share for cash consideration. (5) On 19 May 2006 the company issued 135,761,601 ordinary shares at £0.03 per share for cash consideration. 4 RECONCILIATION OF LOSS FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES Six months Period Six months 28 February ended 28 2007 31 August 2006 February 2006 Unaudited Audited Unaudited £ £ £ Loss from operations (249,495) (146,649) (29,032)Adjustments for:Increase in receivables (26,666) (34,203) -Increase in payables 42,141 52,229 19,042Cash used in operations (234,020) (128,623) (9,990) 5 Basic and diluted loss per ordinary share The calculation of basic loss per share is based on loss after taxation of£165,426 (2006: £28,710) and on 342,761,601 ordinary shares (2006:89,330,001),being the weighted average number of ordinary shares on issue during the period. The calculation of diluted loss per share is based on loss after taxation of£165,426 and on 347,903,025 ordinary shares (2006: 89,330,001), being theweighted average number of ordinary shares on issue during the period. 6 POST BALANCE SHEET EVENTS On 11 April 2007 the Company completed the acquisition of Immersion TechnologyInternational plc when a resolution was passed at an Extraordinary GeneralMeeting. The shareholders also approved the consolidation of every sevenordinary shares of 0.1p each into one new ordinary share of 0.7p each, as wellas changing the name of the Company from St James's Energy plc to ImmersionTechnologies International plc. As of 24 April 2007 the Company has issued 175,703,671 new ordinary shares toacquire Immersion Technology International plc and will exercise its right tocompulsorily acquire the remaining 200,000 shares to complete 100% ownership. The closing price on the day of readmission was 10.25p per share. The totalnumber of shares on issue, once the compulsory acquisition is completed, will be224,869,614. Whise Acoustics Limited Unaudited Interim Results for the six months ended 31 December 2006 Independent Auditor's Review Report Report on the Half-Year Financial Report We have reviewed the accompanying half-year financial report of Whise AcousticsLimited, which comprises the balance sheet as at 31 December 2006, and theincome statement and cash flow statement for the half-year ended on that dateand the directors' declaration of the company at the end of the half-year. Directors' Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation and fairpresentation of the half-year financial report in accordance with AustralianAccounting Standards (including the Australian Accounting Interpretations). Thisresponsibility includes designing, implementing and maintaining internal controlrelevant to the preparation and fair presentation of the half-year financialreport that is free from material misstatement, whether due to fraud or error;selecting and applying appropriate accounting policies; and making accountingestimates that are reasonable in the circumstances. Auditor's Responsibility Our responsibility is to express a conclusion on the half-year financial reportbased on our review. We conducted our review in accordance with AuditingStandard on Review Engagements ASRE 2410 Review of an Interim Financial ReportPerformed by the Independent Auditor of the Entity, in order to state whether,on the basis of the procedures described, we have become aware of any mattersthat makes us believe that the financial report is not in accordance with theCorporations Act 2001 including: giving a true and fair view of the consolidatedentity's financial position as at 31 December 2006 and its performance for thehalf-year ended on that date. As the auditor of Whise Acoustics Limited, ASRE2410 requires that we comply with the ethical requirements relevant to the auditof the annual financial report. A review of a half-year financial report consists of making enquiries, primarilyof persons responsible for financial and accounting matters, and applyinganalytical and other review procedures. A review is substantially less in scopethan an audit conducted in accordance with Australian Auditing Standards andconsequently does not enable us to obtain assurance that we would become awareof all significant matters that might be identified in an audit. Accordingly,we do not express audit opinion. Auditor's Independence Declaration In conducting our review, we have complied with the independence requirements ofthe Corporations Act 2001. Conclusion Based on our review, which is not an audit, we have not become aware of anymatter that makes us believe that the half-year financial report of WhiseAcoustics Limited is not in accordance with the Corporations Act 2001,including: (a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and of its performance for the half-year ended on that date; and (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. Yours faithfully LEYDIN FREYER CORPORATE PTY LTDChartered Accountants M J LEYDINDirector INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2006 6 Months 12 Months Consolidated Consolidated 31 December 30 June 2006 2006 AUS$ AUS$ Revenues from Ordinary Activities 66,436 294,785 Expenses from ordinary activities, excluding borrowing costsexpensesCost of sales (4,192) (95,845)Other income - 108,605Employment costs (184,555) (285,216)Share based payments - (2,085)Depreciation and amortisation expenses (1,108) (12,534)Write off of investments (414,715) -Administrative expenses (221,185) (183,821)Loss on sale of assets (112,276) -Write off of goodwill on consolidation (300,197) -Loss on sale of investments (922,344) (204,074) (2,168,453) (380,185) Borrowing costs expense - (1,970) Profit/(loss) before income tax expense (income tax revenue) (2,094,136) (382,155) Income tax revenue/(write back) (2,950) 2,950 Net profit/(loss) after income tax (2,097,086) (379,205) Net profit/(loss) attributable to outside equity interests - - Net loss after income tax expense attributable to the members ofthe parent equity (2,097,086) (379,205) BALANCE SHEET AS AT 31 DECEMBER 2006 6 Months 12 Months Consolidated Consolidated 31 December 2006 30 June 2006 AUS$ AUS$CURRENT ASSETSCash and cash equivalents 26,541 112,172Trade and other receivables 56,309 106,896Inventories 17,453 18,100Deferred tax assets - 2,950Other current assets - 16,514 TOTAL CURRENT ASSETS 100,303 256,632 NON-CURRENT ASSETS Other financial assets - -Property, plant and equipment 47,096 19,512Intangible assets - 405,367 TOTAL NON-CURRENT ASSETS 47,096 424,879 TOTAL ASSETS 147,399 681,511 CURRENT LIABILITIESTrade and other payables 58,965 76,782Provisions 4,323 9,151 TOTAL CURRENT LIABILITIES 63,288 85,933 NON-CURRENT LIABILITIESTrade and other payables 250,511 - TOTAL NON-CURRENT LIABILITIES 250,511 - TOTAL LIABILITIES 313,799 85,933 NET ASSETS (166,400) 595,578 EQUITYIssued capital 2,657,327 2,016,024Reserves 10,701 10,701Accumulated losses (2,834,428) (1,437,147)Parent entity interest (166,400) 595,578Outside equity interest - - Total Equity (166,400) 595,578 STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2006 Consolidated Consolidated 31 December 2006 30 June 2006 AUS$ AUS$ CASH FLOW FROM OPERATING ACTIVITIES Receipts from customers 66,241 292,230Payments to suppliers and employees (333,414) (555,071)Borrowing costs paid - (1,970)Net cash used in operating activities (267,173) (264,811) CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of assets 1 -Payment for investments - (371,074)Proceeds from sale of investments 50 186,300Payment for other non current assets (31,550) (22,108)Net cash used in investing activities (31,499) (206,882) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from share issue - 612,500Payment of loans (37,470) -Payments to related entities (29,489) (32,201)Payments from related entities 280,000 -Net cash provided by financing activities 213,041 580,299 Net decrease in cash held (85,631) 108,606Cash at beginning of period 112,172 3,566Cash at end of period 26,541 112,172 - ends - For information please visit www.iti-plc.com or enquire to: Immersion Technology International plc Craig Evans/Blair Snowball +44 (0) 20 7016 5107 Nabarro WellsHugh Oram/Anthony Rowland +44 (0) 20 7710 7400 Pelham Public RelationsArchie Berens/Hugh Barker +44 (0) 20 7743 6670 This information is provided by RNS The company news service from the London Stock Exchange