1Spatial Holdings Regulatory News (SPA)

28 Nov 2008 07:00



28 November 2008

Z GROUP plc

Interim Results for the six months ended 31 August 2008

Z GROUP plc (Z GROUP or the Company), the AIM listed cash shell, announces its unaudited interim results for the six months ended 31 August 2008.

Summary of Interim Results

Revenues in the period were £8,750 (2007: Nil) 

Administrative costs in the period were £113,230 (2007: £336,590)

Dividend income of £12,422,502 received from the Company's dormant subsidiary Z Group Investments Limited with a corresponding write down of investments

Finance income in the period was £41,575 (2007: £24,288)

As a result, the Company is reporting a six month loss before tax of £67,905 (2007: loss £261,762)

Loss per share of 0.29p (2007: loss of 1.10p)

£234,059 of cash was received in connection with the sale of Net2Roam Limited and Onshare Limited

Cash at bank as at 31 August 2008 £1,322,558 (2007: £1,213,365)

Further Enquiries

Chairman's statement

I am pleased to present the interim results of the Company for the six months ended 31 August 2008.

RESULTS

Revenue of £8,750 (2007: Nil) arose from the provision of management consultancy services in the period.

Administrative costs in the period were £113,230 (2007: £336,590). The reduction compared with the previous year reflects the fact that the disposal of Net2Roam Limited and Onshare Limited took place in January 2008. £94,474 of further cash consideration in relation to these disposals is expected to follow in the second half of this financial year. Following the disposals, the Company had no trading business and as a result the cost base was reduced significantly. 

The loss on ordinary activities after taxation for the year amounted to £67,905 (2007 - loss £261,762) representing a loss per share of 0.29 pence (2007 - loss 1.10 pence).

The Directors did not declare a dividend in the period.

CHANGES IN DIRECTORS DURING THE PERIOD

On 18 March 2008, Ian Smith was appointed as a non-executive director and Marcus Yeoman was appointed as a part-time executive director of the Company. On the same day, Jack Bekhor and Jamie True stepped down as joint CEOs and as executive directors of the Company.

CASH POSITION

The unaudited cash position as at 31 August 2008 was £1,322,558. The unaudited cash position at 25 November 2008, being the last practicable date prior to the publication of this document, was £1,256,891.

PROSPECTS

The directors' objective is to preserve cash resources while actively pursuing potential acquisitions, which are at various stages of discussion at this time. Under the AIM rules the Company's shares will be suspended from trading on AIM if a suitable acquisition has not been made in accordance with the investing strategy by 7 January 2009.

JON CLAYDON

Non-executive Chairman

28 November 2008

Income Statement

for the six months ended 31 August 2008

Balance Sheet

at 31 August 2008

Statement of Changes in Equity

for the six months ended 31 August 2008

Cash Flow Statement

for the six months ended 31 August 2008

Notes to the Interim report

for the six months ended 31 August 2008

1.  Basis of preparation

The financial information for the six months ended 31 August 2008 and 31 August 2007 has been prepared in accordance with the International Financial Reporting Standards ("IFRS"), and is unaudited. The comparative figures for the year ended 29 February 2008 were derived from the Group's audited financial statements for that period as filed with the Registrar of Companies as restated for IFRS. The financial information does not constitute the financial statements for that period. Those accounts received an unqualified audit report which did not contain any statement under s237 (2) or (3) of the Companies Act 1985.

2. Summary of Significant Accounting Policies

(a) Property Plant and Equipment

Property, plant and equipment are initially recorded at cost of purchase and are depreciated on a straight-line basis over their estimated useful lives, as follows:

Computer equipment, office equipment, fixtures and fittings 4 years

(b) Impairment of tangible and intangible assets 

At each balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates for future cash flows have been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as revaluation increase. 

(c) Revenue recognition

Revenue is stated net of Value Added Tax and net of any applicable discounts or rebates.

(d) Share based payments

The Company has applied the requirements of IFRS 2 Share-based Payments. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested as of 1 March 2006.

The Company issues share options to certain employees. These options are measured at fair value at the date of the grant, using the Black-Scholes option-pricing model. The fair value of the options is expensed on a straight-line basis over the vesting period, based on the Company's estimate of when shares will vest, applying the assumptions on a consistent basis with those used in the audited financial statements for the year ended 28 February 2007.

3. Earnings per share

The calculation of basic earnings per share is based upon the profit after tax divided by the weighted average number of shares in issue during the period.

The calculation of fully diluted earnings per share is based upon the profit after tax divided by the weighted average number of shares in issue during the period after taking into account the dilutive effect of share options.

Due to the loss incurred in the above periods, there is no dilutive effect from the issue of share options.

4. Interim results

Copies of the Interim results are available from the Company's registered office, 31 Vernon Street, London W14 0RN and on the Company's website www.zgroupplc.com