VITA.L Regulatory News (VITA)

Cellcast plc.

("Cellcast" or the "Group")

Final results for year ended 31 December 2012

The Board of Cellcast (AIM: CLTV) is pleased to announce its financial results for the year ended 31 December 2012. A full copy of the annual report and accounts, along with a notice of the Group's annual general meeting, to be held at 150 Great Portland Street, London W1W 6QD on 26 June 2013 at 11.00 am, has been posted to shareholders and will shortly be available from the Group's website, www.cellcast.tv.

Highlights

·; Revenues reduced to £19.2 million (2011: £20.9million)

·; Gross profit down to £1.4 million (2011: £1.7million)

·; Operating loss of £0.5 million (2011: operating profit of £0.02 million)

·; Loss per share of 0.1p (2011: earnings per share of 0.4p)

·; Completion of disposal of Company's interest in Cellcast Asia Holdings

·; Successful market trails in Latin America and Africa

·; New platform introduced to drive international business development

·; Continued focus on cost cutting and expansion into international markets

Andrew Wilson, Chief executive Officer of Cellcast, commented:

"Last year saw a continuation of the drop in demand that we experienced in the last half of 2011. This impacted our revenues and focused our energies on streamlining our cost base in the UK.

In the course of the year we successfully completed the launch of a new technical platform which we will use to drive the business into new sectors and geographies.

Whilst we remain the leader in our sector, our results evidence the saturation of the UK market. Looking forward the Group's key focus will be on international expansion."

For further information:

Chief Executive's statement

2012 Results

Operating revenues, which continued to be derived almost entirely from interactive broadcasting activities in the UK, amounted to £19.2 million, a decrease of 8% on 2011. The gross margin declined from a level of 8% in 2011 to 6% in 2012. The Group posted an operating loss of £511,000 compared to the previous year's operating profit of £22,000.

The first half of 2012 showed a significant improvement on the previous 6 months but even though this trend continued through the second half of 2012, it was insufficient to result in a profit for the year at the operating level.

General and administrative costs remained the same as in 2011 at £1 million. Around 50% of these were personnel costs. The Group has been operating with a minimum level of permanent staff (22 at 31 December 2012) from its single office in Great Portland Street. Amortisation and depreciation expenses of £603,000 - at the same level as those in 2011 - are predominantly accounted for by the amortisation of the Group's capitalised development costs, which at 31 December 2012 had a net book value of £326,000 (2011 - £767,000).

After taking into account net interest costs and the sale of intellectual property (see below), the total loss for 2012 was £55,000 (2011 - profit of £200,000). 2012 loss per share was 0.1p (2011 earnings per share of 0.4p).

See the Review of Operations of this report for a fuller description of the Group's operations and technological developments.

Cellcast Asia Holdings ("CAH")

In 2012 Cellcast India's financial position deteriorated as the effects of new Indian regulations reducing premium mobile tariffs for key applications took a toll on Cellcast India's margins.

Consequently Cellcast India delayed payments due to the Group under a software licensing agreement, entered into in October 2011. As at 31 December 2011, a provision of £585,000 was therefore made against the remaining amount outstanding.

During 2012 a decision was reached by the Board of Cellcast to negotiate a complete exit of its investment in Cellcast India, in return for a partial settlement against the sum of £585,000 overdue under the software licencing agreement. In the year to 31 December 2012 this has been concluded to the reasonable satisfaction of all parties involved in Cellcast India and consequently the Company no longer has any interest in CAH or Cellcast India.

Funding

The settlement proceeds from the Indian transaction meant that the Group improved its cash position.

At 31 December 2012, the Group had a net cash balance of £740,000 (2011: £617,000).

Outlook

Once seasonality is taken into account, revenues remained slow through 2012 and are expected to remain under pressure through 2013. Evidence suggests that this pressure is derived less from competitive share than from a recession driven shrinkage in customer usage of our services.

As in 2012 the main focus for 2013 will be on cutting cost in the UK whilst continuing to identify opportunities in international markets.

The Group's focus in 2013 will be to develop more domestic and international traffic and revenue from its web and mobile internet properties whilst also continuing to explore broadcasting opportunities on new digital TV platforms in multiple new markets.

Andrew Wilson

Chief Executive Officer

21 May 2013

Review of Operations

Group overview

The Group's core business continues to be the production and distribution of participatory television formats across multiple digital platforms in the United Kingdom. Its principal focus continues to be commitment to sustainable profitability in an increasingly challenging domestic market. The Group's strategy for achieving this is to look at new means of increasing yield from our existing customers whilst also looking at new ways of achieving increased cost efficiencies.

Operations

Central to management's strategy in 2012 was a focus on increasing yield from the Group's TV distribution network the maintenance of which make up the single largest part of our cost of sales. The Group has continued to focus on achieving savings on staffing costs, the deployment of new technologies that can allow for increased automation of the production process across all channels and other means for creating greater efficiencies in the production process.

As stated in the 2012 interim report, now that the Group has secured near saturation distribution of its services across the key digital TV platforms in the UK, it sees limited growth in TV-derived revenues in the domestic market and will continue to focus on identifying and cautiously developing new international markets. In the course of 2012 the Group carried out market tests in a number of countries in Latin American and Africa. Some of the tests were unsatisfactory but others have shown signs of future promise and will be a focus of continued investment and development in 2013.

Technology Division

In the final quarter of 2012, the technical team successfully deployed a new platform that replaces the existing core systems in use throughout the business units. The aim of the new platform was to refocus the development efforts on building a converged platform that supports internet, social and mobile applications from the ground up, Television broadcast in effect becoming an aspect of the internet delivery strategy. The technical team has deployed the platform for one of the Group's product lines with tangible results and is currently planning the deployment for other product lines in 2013.

The deployment of the new platform has put the Group in a situation where it has been able to implement its products internationally with minimal investment and time, as it has removed the necessity of having international call systems in place and more significantly completely removed the need to use satellite for contribution.

The other major focus of development in 2013 is the Over the Top (OTT) strategy. Consumers can access OTT content through internet-connected devices such as PCs, laptops, tablets, smartphones, set-top boxes, Smart TVs and gaming consoles such as the Wii, PlayStation 3 and Xbox 360. While the Group's technology has supported PCs and laptops for a number of years, the new developments allow consumers to seamlessly switch between different devices. June 2013 will see our first deployment on Smart TVs.

Operationally, the investment continues in upgrading the Television broadcast and studio systems to support both the upgrade cycle and new platform developments.

Risk Factors

The following are the risk factors which need to be taken into account when assessing the sustainability of the Group's current financial performance.

Regulatory risks

The Group's activities are governed by relevant Broadcasting and Telecom regulators in each of the segments and markets in which it operates. The Group invests significantly in both compliance and maintenance of good relationships with regulators, and during the last couple of years its compliance record has been good. The sectors the Group is involved in are constantly evolving so there remains risk that regulations may change and that any such changes could impact our current business model.

Commercial risks

-Broadcasting

The current margins enjoyed by the Group are significantly dependant on the competitive advantage it has secured through the Electronic Programme Guide (EPG) positions it holds on the platforms on which it operates. In the event of EPG reorganisations this competitive advantage may be significantly eroded.

The Group's margins are also dependant on the ongoing cost of bandwidth. If these were to increase, the Group's margins would diminish.

-Telecoms

The Group's operations are significantly dependant on premium rate Interactive Voice Response and Short Message Service based income derived from revenue sharing agreements with fixed line and mobile operators and intermediary companies. These agreements are subject to change which, if averse, could erode Group margins.

Technology risks

The Group continues to invest in maintaining and enhancing its broadcast and telecom infrastructure in order to maintain its competitiveness in the market. That said, any catastrophic failure that took excessive time to remedy could impact on-going revenues for a period of time.

Andrew Wilson

Chief Executive Officer

21 May 2013

Consolidated statement of comprehensive income

Consolidated statement of financial position

As at 31 December

The financial statements were approved and authorised for issue by the board on 21 May 2013.

Andrew Wilson Emmanuelle Guicharnaud

Chief Executive Officer Finance Director

21 May 2013 21 May 2013

Consolidated statement of changes in equity for the year ended 31 December 2012

Consolidated statement of changes in equity for the year ended 31 December 2011

Consolidated statement of cash flows For the year ended 31 December

Notes to the consolidated financial statements

Basis of preparation

A. The figures for the year ended 31 December 2012 have been extracted from the audited statutory accounts for that year, which have yet to be delivered to the Registrar of Companies. The financial information set out above has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and those parts of the Companies Act 2006 that remain applicable to companies reporting under IFRS and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006, and does not contain all the information required to be disclosed in a full set of IFRS financial statements.

B. Statutory accounts for the year ended 31 December 2012 will be delivered to the Registrar of Companies and sent to Shareholders shortly.

The audit report on these financial statements is unqualified and does not contain any statement under Section 498(2) or (3) of the Companies Act 2006, on the statutory financial statements for the year ended 31 December 2012. The audit report contains an Emphasis of Matter paragraph as follows :

"In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in the director's report of the financial statements concerning the Group and parent company's ability to continue as a going concern. The company incurred a loss of £55,275 during the year ended 31 December 2012.As at 31 December 2012 the Group's current liabilities exceeded its current assets by £82,121 (2011: £315,199). These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern."

Statutory accounts for the year ended 31 December 2011 have been filed with the Registrar of Companies. The auditor's report on those accounts was unqualified, contained an emphasis of matter paragraph on going concern and did not contain a statement under section 498(2) and (3) of the Companies Act 2006.

Accounting policies

The consolidated financial statements have been prepared under the historical cost convention in accordance with applicable International Financial Reporting Standards as adopted by the European Union (IFRS). Cellcast plc is an England and Wales incorporated public limited company and is domiciled in the United Kingdom. Cellcast plc shares are publically traded on the AIM market of the London Stock Exchange under the ticker symbol CLTV.

Going concern

During the year ended 31 December 2012, the Group recorded a loss of £55,275 which, as explained more fully in the Chief Executives statement, included the gain on sale of intellectual property rights for £457,084. While the Group has net cash of £740,252 as at 31 December 2012 it has net current liabilities of £82,121. The directors have carefully considered whether or not it is appropriate to adopt the going concern basis in preparing the 2012 financial statements. The directors have reviewed the Group's detailed cash forecast to ensure that the Group's current working capital and credit facilities in place are sufficient for the foreseeable future. This assumption is based upon updated forecasts required as a result of the reduction in the performance of the UK television business together with the continued reduction in operational costs implemented over the year and assumes the maintenance of existing relationships with key suppliers.

After making enquiries, the Directors have concluded that the Group has adequate resources to continue trading for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the Group financial statements.

1. Proceeds on sale of intellectual property rights

2. Taxation

Factors affecting the tax charge for the year

At 31 December 2012, the Group had estimated tax trading losses of £3.9 million (2011: £4.6 million) which subject to the agreement of the HM Revenue & Customs and overseas tax authorities, are available to carry forward against future profits of the same trade. No deferred tax asset has been recognised on these losses as timings of future profits are uncertain.

3. (Loss) / earnings per share

The calculations of adjusted basic and diluted (losses) / earnings per ordinary share are based on the following results:

Due to the losses incurred in 2012 there was no dilution effect from the issued share options and warrants in 2012.

The potential number of dilutive ordinary shares at the year end was 12,783,699 (2011: 12,783,699), all of which have an exercise price equal to, or in excess of, the average share price for the year end as a result there is no difference between the basic and diluted earnings per share.

4. Investments

On 7 October 2011, following an additional capital raise by Cellcast Interactive India Private Limited ("Cellcast India") and partial sale of Cellcast's shareholding in Cellcast Asia Holdings Limited ("CAH"), the Company's ownership in Cellcast India was reduced to 12% through the sale of 3,221,555 shares for cash consideration of $1.5m (£970,685).

Cellcast also sold intellectual property rights to Cellcast Interactive India Private Limited for a $1.5m (£970,685).

Subsequent to this sale, Cellcast India's financial position deteriorated as the effects of new Indian regulations reducing premium mobile tariffs for key applications took a toll on Cellcast India's margins.

Consequently, as previously announced, Cellcast India delayed payments due to the Company under a software licensing agreement, entered into in October 2011.

As a result of the above, a decision was reached by the Board of Cellcast in 2012 to negotiate a complete exit of its investment in Cellcast India, in return for a partial settlement of the sum overdue (£457,084 - See note 1) under the software licencing agreement. This was concluded on 16 October 2012 to the reasonable satisfaction of all parties involved in Cellcast India and consequently the Group no longer has any interest in CAH or Cellcast India.

The Group still holds an 18% holding in Cellcast Middle East Limited, a company incorporated in Lebanon. While its principal activities remains in television and broadcasting it continues to be loss making and the results have not been included as the Group has no further funding commitment.

5. Borrowings

6. Cash flows

Year ended 31 December