Final Results

Embargoed Release: 07:00hrs Wednesday 15th March 2006 TG21 plc (`The group') Preliminary Results for the 12 Months Ended 31st December 2005 Highlights •Profit before amortisation of intangibles up from £2m to £2.8m •Net profit up 74% •EPS (basic) up 68% to 1.68p •Net debt increase of only £0.1m after payment of £3.1m to acquire controlling stake in 21st Century •Investment in 21st Century increased to 75% which contributed over £1m to operating profit •Hands free installations continue to grow •Datatool wins new distribution rights For enquiries please contact: Peter Ward TG21 plc Tel: 020 8710 4000 Chairman Wilson Jennings TG21 plc Tel: 020 8710 4000 Finance Director Andrew Tan Hansard Communications Tel: 020 7245 1100 Account Director Chairman's Statement Principal activities The Group's principal activities are the supply and installation of products in the following market sectors: • Public transport CCTV • Mobile `phone hands-free installations • Insurance replacement of stolen in-car entertainment systems • Car and motorcycle security and accessory products Trading Results Group sales for the year increased by £1.7m to £36.3m (2004: £34.6m) and include £1.9m turnover from 21st Century which was consolidated for the five months from 1st August 2005 being the date that we took a controlling interest. Group 2005 2004 £m £m Turnover 36.3 34.6 Gross profit 14.9 14.2 Gross profit percentage 41.0% 41.0% Total operating expenses excluding amortisation and (12.2) (12.2) impairment of intangibles Total operating profit before amortisation and impairment 2.7 2.0 of intangibles Amortisation and impairment of intangibles (0.4) (0.7) Total operating profit 2.3 1.3 Net profit attributable to members of the parent company 1.3 0.8 EPS (basic) 1.63p 0.97p Net debt 3.8 3.7 I am very pleased to report that Group operating profit before amortisation and impairment of intangibles has increased to £2.7m (2004: £2.0m). This includes £ 0.6m of operating profit (before amortisation) arising on the consolidation for the last 5 months of the year of our newly acquired subsidiary, 21st Century Crime Prevention Services Limited ('21st Century'). 21st Century supplies and installs CCTV equipment for use on public transport vehicles. In addition in the period after we made our initial investment but before we took a controlling stake we provided a range of services to 21st Century to support expansion of its activities for which we charged 21st Century £500,000. This brought the total contribution from 21st Century to group pre-amortisation operating profit for the year to £1.1m. In the prior year, the sale of certain distribution rights to 21st Century contributed £0.8m to group profit. Group net profit (attributable to the members of the parent company) is up 63% at £1.3m (2004: £0.8m) and basic Earnings Per Share is up 68% at 1.63p (2004: 0.97p). The closing share price at 31 December 2005 was 13p (2004: 13.75p) giving a p/e ratio for TG21 plc of just 8.0 (2004: 14.2) at that date. Public transport CCTV During the year we increased our investment in 21st Century to 75% having acquired an initial 25% in 2004. The total cost of this investment to date is £ 4.9m including professional fees and we have an option to acquire the remaining 25% for £2.1m. From the start of the year we geared up our engineering resource within the group to service the installation needs of 21st Century. As described above we recovered these costs by way of a £0.5m charge to 21st Century in respect of services provided. Given the contribution to group profit from 21st Century we waived our preference share dividend entitlement of £0.5m due from 21st Century for 2005 although a dividend entitlement remains for future years. In my last interim statement I also announced that 21st Century had won business worth £1.5m for the installation of CCTV and related systems at a regional bus depot. Much of the work in this region was delayed by the customer until the Spring of 2006 and so we can look forward to the contribution from this project in the current year. Our key targets for 21st Century are to build upon their existing customer relationships, develop value added products to compliment the security CCTV solutions they offer and to win new customers in the public transport market. Our prospects in this regard are significantly improved following the recent appointment of a Director of Sales for 21st Century who has been recruited from the UK's leading supplier of public transport ticketing machines. Mobile `phone hands-free installations Turnover from the installation of mobile `phone hands-free kits was up to £4.9m (2004 excluding sale of distribution rights: £4.4m) for the year. We are now undertaking around 3,000 of these installations a month for Unipart who manage the installation logistics on behalf of Vodafone. Insurance replacement of stolen in-car entertainment systems Car audio insurance replacement turnover was down £1.6m in line with expectations at £7.1m (2004: £8.7m) but our relationships with a number of insurance companies has the potential to yield another installation income stream through a new initiative known as Pay As You Drive (PAYD) . Under the PAYD scheme the motor insurance policy holders benefit from a reduced premium in return for having a black-box device fitted to their vehicles which is capable of recording journey information. Our involvement is as an installation contractor acting for the insurance companies. This new initiative, if adopted widely in the car insurance market, could make a significant and increasing contribution to our 2006 and future year results. Car and motorcycle security and accessory products Within our Distribution Division, sales of portable satellite navigation systems have compensated for the anticipated decline in the car security market. However the margins in this high volume business are much tighter and this has had an impact on the gross profit in this sector. Datatool, our motorcycle security and accessory business, has recently been awarded distribution rights for a number of exciting products and we anticipate growth from these in the current year. Finance Cash flow remains strong. We increased our long term loans by £2.5m to help finance the acquisition of 21st Century. However, through efficient working capital management net debt at the year end was up by only £0.1m to stand at £ 3.8m (2004: £3.7m). Dividend policy To date the company has not been in a position to pay dividends because of the level of bank debt in the business and the losses of the company accumulated in its formative years. In the last four years the group has generated a retained profit of £3.5m and £13.4m in cash from operating activities. The group has also reduced net debt from £8.5m to £3.8m in that period. If we are able to maintain our cash generation and can successfully exploit our growth opportunities, it is the Board's intention to review the company's dividend policy during 2006. To this end a Resolution will be put forward for consideration by shareholders at our next AGM to enable the company to offset its share premium against its prior year accumulated losses so that future profit is available for distribution by way of dividend. Move to AIM The company's ordinary shares were moved across from the Official List of the United Kingdom Listing Authority (the 'Official List') to the AIM market of the London Stock Exchange ('AIM') on 15 April 2005. As an AIM company, the company continues to be subject to the regulatory and disciplinary controls of the London Stock Exchange. The board believes that AIM, with its lower cost of complying with continuing obligations, is a more appropriate market for the company given its size and shareholder base. Strategy and current trading During 2005 we positioned the business to focus more efficiently and effectively on the high growth sectors in the group. Our investment in 21st Century has yielded an excellent return and has made a significant contribution to group results in 2005. We are looking to consolidate our position in the current year which to date is in line with expectations and develop the opportunities for growth into 2007. Staff Finally, I would like to take this opportunity to thank all the staff for their hard work over the last year. Without their contribution the good performance this year could not have been achieved. Peter Ward Chairman 14 March 2006 Operating Review The TG21 plc group of companies now operates in three divisions: •Public transport CCTV •Services - Technical - Insurance •Distribution Public transport CCTV Principal activities: The supply and installation of CCTV systems for public transport vehicles. Major customers include Arriva UK Bus, Alexander Dennis, Volvo and Scania Buses. Full year sales in our newly acquired subsidiary, 21st Century, were £4.3m of which £1.9m (2004: nil) has been included in our consolidated turnover from the date of the acquisition of our majority stake. The company has now undertaken 3,000 installations of CCTV systems in the UK and is expecting to undertake at least another 1,000 installations in the current year. The company also has several pipeline products which will run through the same gateway as the CCTV system and which could potentially save millions of pounds for major bus operators. We are using these value added products in our marketing drive for new customers to build on the solid platform that this company has established with its existing customers. Services Principal activities: 1) Technical Services - The supply and installation of hands-free mobile `phone kits to corporate fleets. The major customer is Vodafone whose installation logistics are managed by Unipart Logistics Limited ('Unipart'). 2) Insurance Services - Insurance replacement and installation of stolen in-car entertainment and satellite navigation systems. Most of the leading insurance companies are among this division's customers and they include Norwich Union and the Royal Bank of Scotland Group. Technical Services turnover excluding the sale of distribution rights last year was up by 11% at £4.9m (2004 sales excluding sale of distribution rights: £ 4.4m). Most of this income comes from our contract with Unipart to undertake hands-free `phone kit installations into corporate fleet customers of Vodafone. During the year we were consistently ranked highly against our KPIs and as a consequence were awarded the installation business for several new customers. Monthly sales of hands-free installations have increased steadily from approximately £0.2m in January 2004 to £0.4m in December 2005. The car audio insurance replacement market continues to mature and as a consequence Insurance Services turnover at £7.1m was 18% down on the previous year (2004 sales: £8.7m). We have maintained excellent working relationships with our insurance company clients to increase penetration in this market. Moreover, we believe that these relationships can generate other sources of income for vehicle installation work. A number of insurance companies have been looking at launching Pay As You Drive (PAYD) type motor insurance schemes. PAYD is a relatively new concept in the motor insurance industry and we are looking to be a 'black-box' installation contractor for the insurance companies offering these schemes. We are currently running trials with several insurance companies who are planning to implement PAYD schemes in 2006. This represents a great opportunity for us to build on our excellent reputation with the insurers for quality installation and call centre services. The Services division incorporates our engineering workforce which has provided supporting services to 21st Century. On 31 July 2005 the Services division charged £0.5m to 21st Century for the provision of its services up to that date. There was no such charge in 2004 but in that year Services sales included £0.8m in respect of the sale of certain distribution rights to 21st Century. Distribution Principal activities: The distribution of in-car entertainment systems, satnav/ communication equipment, speed camera alerts, audio leads and own brand automotive and motorcycle alarms to the retail trade and original equipment manufacturers. Major customers include Argos, Subaru, Triumph Motorcycles and Woolworths. Distribution turnover increased to £21.9m (2004: sales £20.7m). Sales of portable satellite navigation systems have made a major contribution to this growth and have compensated at the turnover line for the continued decline in the car security market. We have extended the product range within Datatool and have recently been awarded distribution rights within the UK motorcycle market for Tracker, TomTom navigation, the Inforad speed camera location device and the Text Alert security product. Operating expenses Group operating expenses excluding amortisation and impairment of intangibles at £12.2m are in line with the previous year despite the fact that the 2005 operating expenses include £0.3m of overheads from the results of 21st Century. Amortisation and impairment of intangibles for 2005 is £0.4m, down from £0.7m in 2004. The 2004 charge included a one-off £0.4m provision for impairment (2005: Nil). Working capital and net debt Net cash inflow from operations was £4.1m (2004: £3.0m) up £1.1m on the prior year. We spent £3.1m including professional fees to acquire a further 50% of 21st Century (2004: initial 25% stake cost of £1.8m) bringing our holding to 75%. At the date of the acquisition of our controlling stake, 21st Century had £0.3m of cash at bank. Net long term borrowing was increased by £2.5m to part finance the acquisition (2004: repayment of £1.0m), we paid £0.5m (2004: £0.5m) in interest and finance costs and invested £0.7m (2004: £0.5m) in fixed assets during the year. The resultant year end net debt has increased slightly on last year to stand at £3.8m (2004: £3.7m). Nick Grimond Chief Executive Officer 14 March 2006 Consolidated profit and loss account For the year ended 31 December 2005 Notes Before Amortisation 2005 2004 amortisation of intangibles £'000 £'000 £'000 £'000 Turnover 34,381 - 34,381 34,574 Continuing operations Acquisitions 1,935 - 1,935 - __________ __________ _________ ________ 1 36,316 - 36,316 34,574 Cost of sales 2 (21,409) - (21,409) (20,380) ---------- ---------- --------- -------- Gross profit 14,907 - 14,907 14,194 Other operating expenses 2 (12,202) (312) (12,514) (12,874) Group operating profit 2,080 (118) 1,962 1,320 Continuing operations 625 (194) 431 - Acquisitions _________ ________ _______ ________ 2,705 (312) 2,393 1,320 Share of operating loss (21) (116) (137) (6) in associate - acquisition --------- --------- --------- --------- Total operating profit 2,684 (428) 2,256 1,314 Interest payable and (500) - (500) (547) similar charges --------- --------- --------- --------- Profit on ordinary 2,184 (428) 1,756 767 activities before taxation Taxation (289) - (289) - --------- --------- --------- --------- Profit on ordinary 1,895 (428) 1,467 767 activities after taxation Minority interest - (132) - (132) (1) equity --------- --------- --------- --------- Profit for the year 1,763 (428) 1,335 766 attributable to members of the parent company --------- --------- --------- --------- Earnings per share - 1.63p 0.97p basic - diluted 1.63p 0.94p Consolidated note of group historical cost 2005 2004 profits and losses £'000 £'000 Reported profit on ordinary activities 1,756 767 before taxation Difference between historical cost 28 - depreciation charge and actual depreciation charge for the year calculated on the revalued amount -------- ------- Historical cost profit on ordinary 1,784 767 activities before tax -------- -------- Historical cost profit on ordinary 1,363 766 activities after tax and minority interest -------- -------- Consolidated statement of total recognised 2005 2004 gains and losses £'000 £'000 Profit/(loss) for the financial year - Group 1,472 772 - Associate company (137) (6) -------- ------- 1,335 766 Unrealised surplus on revaluation of - 1,406 freehold property -------- ------- Total recognised gains for the year 1,335 2,172 -------- -------- - Group 1,472 2,178 - Associate company (137) (6) -------- ------- Total recognised gains for the year 1,335 2,172 -------- -------- Balance Sheets as at 31 December 2005 Group Company Notes 2005 2004 2005 2004 £'000 £'000 £'000 £'000 Fixed assets Intangible assets 4 4,850 634 - - Tangible assets 5 4,645 4,406 - - Investments - 1,774 13,721 10,562 ------- ------- ------- ------- 9,495 6,814 13,721 10,562 ------- ------- ------- ------- Current assets Stocks 3,799 3,678 - - Debtors 6,771 5,000 3,395 4,184 Cash at bank and in hand 1,525 809 40 - ------- ------- ------- ------- 12,095 9,487 3,435 4,184 ------- ------- ------- ------- Creditors: amounts falling (8,865) (7,626) (1,088) (1,099) due within one year ------- ------- ------- ------- Net current assets 3,230 1,861 2,347 3,085 ------- ------- ------- ------- Total assets less current 12,725 8,675 16,068 13,647 liabilities Creditors: amounts falling (3,468) (975) (3,468) (975) due after more than one year ------- ------- ------- ------- Net assets 9,257 7,700 12,600 12,672 ------- ------- ------- ------- Capital and reserves Called up share capital 8,169 8,169 8,169 8,169 Share premium account 12,110 12,110 12,110 12,110 Other reserve 43 43 43 43 Merger reserve - - 1,001 1,001 Revaluation reserve 1,378 1,406 - - Profit and loss account (12,665) (14,028) (8,723) (8,651) ------- ------- ------- ------- Total equity shareholders' 6 9,035 7,700 12,600 12,672 funds Minority interests 222 - - - ------- ------- ------- ------- Capital employed 9,257 7,700 12,600 12,672 ------- ------- ------- ------- Consolidated statement of cash flows For the year ended 31 December 2005 Notes 2005 2004 £'000 £'000 Net cash inflow from operating activities 7 4,092 3,002 ---------- ---------- Returns on investments and servicing of finance Interest paid (463) (461) Interest paid on finance leases - (2) Issue costs of new loans (40) - ---------- ---------- (503) (463) ---------- ---------- Taxation UK corporation on tax paid (151) - ---------- ---------- Capital expenditure Purchase of tangible fixed assets (699) (513) Sale of tangible fixed assets - 5 ---------- ---------- (699) (508) ---------- ---------- Acquisitions Purchase of investment in associate* - (1,780) Purchase of investment in subsidiary* (3,133) - Cash acquired 319 - ---------- ---------- (2,814) (1,780) ---------- ---------- Cash (outflow)/inflow before financing (75) 251 Financing Issue of shares - 25 Increase/(decrease) in long term borrowings 2,500 (1,000) Repayment of principal under finance leases (2) (13) ---------- ---------- 2,498 (988) ---------- ---------- Increase/(decrease) in cash in the year 8,9 2,423 (737) ---------- ---------- * The purchase of investment in associate in 2004 represents the payment made to acquire a minority stake in 21st Century which became a subsidiary on 1 August 2005 when a controlling interest was taken. Notes to the preliminary announcement For the year ended 31 December 2005 1. Segmental reporting Turnover consists primarily of sales made in the United Kingdom. Export sales are not material. The analysis by business area is based upon the group's reporting structure. Sales between segments are not material. Turnover Profit before tax Business analysis Before After After amortisation amortisation amortisation of of and intangibles intangibles impairment of intangibles 2005 2004 2005 2005 2004 £'000 £'000 £'000 £'000 £'000 Continuing 12,454 13,897 720 720 575 operations Services Distribution 21,927 20,677 860 742 192 ------- ------- ----------- ----------- ----------- 34,381 34,574 1,580 1,462 767 Acquisitions 1,935 - 604 294 - Public transport CCTV ------- ------- ----------- ----------- ----------- 36,316 34,574 2,184 1,756 767 ------- ------- ----------- ----------- ----------- Net assets/(liabilities) Business analysis Excluding Including Including intangible intangible intangible assets assets assets 2005 2005 2004 £'000 £'000 £'000 Services 2,651 2,651 3,479 Distribution 5,790 6,322 4,021 Public transport CCTV (4,134) 184 - ----------- ----------- ----------- 4,307 9,157 7,500 Central (deferred tax asset) 100 100 200 ----------- ----------- ----------- 4,407 9,257 7,700 ----------- ----------- ----------- Services net assets in 2004 include £1,774,000 in respect of the investment in 21st Century. In 2005 a new segment has been created for this business; Public Transport CCTV. Central net assets comprise assets, partially offset by liabilities, that cannot practicably be divided between the segments and comprise the deferred corporation tax asset. 2. Cost of sales and other operating expenses 2005 2004 £'000 £'000 Cost of sales Continuing operations 20,426 20,380 Acquisitions 983 - --------- --------- 21,409 20,380 --------- --------- Before Amortisation 2005 2004 amortisation of of intangibles intangibles Total Total £'000 £'000 £'000 £'000 Other operating expenses Administrative expenses Continuing operations 3,875 118 3,993 4,653 Acquisitions 108 194 302 - ---------- ---------- ---------- ---------- 3,983 312 4,295 4,653 Distribution expenses Continuing operations 8,000 - 8,000 8,221 Acquisitions 219 - 219 - ---------- ---------- ---------- ---------- 8,219 - 8,219 8,221 ---------- ---------- ---------- ---------- 12,202 312 12,514 12,874 ---------- ---------- ---------- ---------- 3. Amortisation of and impairment of intangibles 2005 2004 £'000 £'000 Amortisation of goodwill and other intangibles* 428 268 Impairment of intangibles - 422 --------- --------- 428 690 --------- --------- *Includes amortisation on investment in associate of £116,000 (2004: £3,000) 4. Intangible fixed assets Group 21st Datatool Metvale Total Spacetrac Patents Actra Total Century goodwill goodwill goodwill distribution goodwill & goodwill agreement intangible assets £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Cost: At 1 January 2005 - 980 802 1,782 230 110 333 2,455 Additions 4,628 16 - 4,644 - - - 4,644 ------ ------ ------ ------ ------ ------ ------ ------ At 31 December 4,628 996 802 6,426 230 110 333 7,099 2005 ------ ------ ------ ------ ------ ------ ------ ------ Amortisation: At 1 January 2005 - 368 802 1,170 230 88 333 1,821 Charge for the 310 96 - 406 - 22 - 428 year ------ ------ ------ ------ ------ ------ ------ ------ At 31 December 310 464 802 1,576 230 110 333 2,249 2005 ------ ------ ------ ------ ------ ------ ------ ------ Net book value: At 31 December 4,318 532 - 4,850 - - - 4,850 2005 ------ ------ ------ ------ ------ ------ ------ ------ At 31 December - 612 - 612 - 22 - 634 2004 ------ ------ ------ ------ ------ ------ ------ ------ 21stCentury goodwill The company has acquired a 75% interest in 21st Century Crime Prevention Services Limited ('21st Century') in three tranches: Percentage Acquired Date Nature of Consideration Investment 25% 18 December 2004 Preference Shares* £1.8m 24% 9 May 2005 Preference Shares* £0.8m 26% 1 August 2005 Ordinary Shares £2.3m *21st Century has two classes of shares, being ordinary and preference shares. The preference shares and ordinary shares rank pari-passu in all in all respects except in terms of entitlement to dividends. The preference shares yield an annual dividend entitlement of at least £ 500,000. The 2005 dividend entitlement was waived by the preference share holders. A charge of £500,000 for provision of services was made from the company to 21st Century for the 7 months to 31 July 2005. The company has an option to acquire the remaining 25% of 21st Century for £ 2.1m in cash. Should the company not exercise this option by 18 December 2006, the minority shareholder in 21st Century has the option to buy back the 75% interest currently held by the company. From the date of the initial acquisition on 18 December to 31 July 2005 the acquisition contributed a net loss of £23,500 to the group's results. In its last published accounts for the 7 months ended 31 December 2004, 21st Century Crime Prevention Services Limited made a loss after exceptional costs of £ 850,000 of £574,000. For the period since that date to the date that the controlling stake was acquired on 31 July 2005, 21st Century Crime Prevention Services management accounts show: £'000 Turnover 2,365 Operating profit before charges from 463 TG21 plc for provision of services Operating loss after charges from (37) TG21 plc for provision of services Loss before taxation (37) Taxation 11 --------- Net loss after tax (26) --------- In summary, the analysis of net assets acquired and the fair value to the Group (at the date of taking the controlling interest at 1 August) is as follows: Book and fair TG21 plc Fair value to value of net Group Share Group assets (75%) £'000 £'000 £'000 Tangible fixed assets 24 18 18 Stocks 394 296 296 Debtors 1,507 1,130 1,130 Cash 319 239 239 Creditors: falling due within one (1,849) (1,387) (1,387) year --------- --------- --------- Net assets 395 296 296 Consideration: Cash 4,647 Acquisition costs 277 --------- Total consideration 4,924 --------- Goodwill 4,628 --------- The fair value of the net assets acquired are provisional. 5. Fixed asset investments Details of the Group's investments are: Interest in associate £'000 Cost: At 1 January 2005 1,777 Addition 102 * Net assets 727 * Goodwill (21) Share of loss in period Reclassification on change from associate to subsidiary company (2,585) ----------- At 31 December 2005 - ----------- Accumulated amortisation of goodwill: At 1 January 2005 3 Charge for the year 116 Reclassification on change from associate to subsidiary company (119) ----------- At 31 December 2005 - ----------- Net book amount: At 31 December 2005 - ----------- At 31 December 2004 1,774 ----------- The investment above represents the group's interest in 21st Century accounted for on an equity basis of accounting up to the point that the company took a controlling interest in 21st Century on 1 August 2005. On this date the investment became a 75% subsidiary and therefore the cost and accumulated amortisation have been reclassified appropriately. Details of the company's investments are: Interests in group undertakings £'000 Cost: At 1 January 2005 20,711 Additions 3,159 --------- At 31 December 2005 23,870 --------- Amounts provided: At 1 January 2005 (10,149) Provided in the year - --------- At 31 December 2005 (10,149) --------- Net book amounts: 13,721 At 31 December 2005 --------- At 31 December 2004 10,562 --------- 6. Reconciliation of movements in equity shareholders' funds Group 2005 2004 £'000 £'000 Opening shareholders' funds 7,700 5,503 Exercise of share options - 25 Revaluation surplus - 1,406 Profit for the year 1,335 766 --------- --------- Closing equity shareholders' funds 9,035 7,700 --------- --------- Company 2005 2004 £'000 £'000 Opening shareholders' funds 12,672 20,155 Exercise of share options - 25 Loss for the year (72) (7,508) --------- --------- Closing equity shareholders' funds 12,600 12,672 --------- --------- 7. Reconciliation of operating profit to net cash inflow from operating activities 2005 2004 £'000 £'000 Operating profit 2,393 1,320 Depreciation on tangible fixed assets 482 414 Amortisation and impairment of intangible fixed assets 312 690 Decrease in stocks 273 77 (Increase)/decrease in debtors (364) 153 Increase in creditors 996 348 --------- --------- Net cash inflow from continuing operating activities 4,092 3,002 --------- --------- 8. Reconciliation of net cash flow to movement in net debt 2005 2004 £'000 £'000 Increase/(decrease) in cash in the year 2,423 (737) Cash outflow from movement in debt (2,498) 1,013 --------- --------- Change in net debt arising from cash flows (75) 276 Capitalisation of loan issue costs 40 - Amortisation of loan issue costs (33) (85) --------- --------- Movement in net debt in the year (68) 191 Net debt at 1 January (see note 9) (3,725) (3,916) --------- --------- Net debt at 31 December (see note 9) (3,793) (3,725) --------- --------- 9. Analysis of net debt At 31 Cash flow Non cash At 31 December movement December 2004 2005 £'000 £'000 £'000 £'000 Cash at bank and in hand 809 716 - 1,525 Bank overdrafts (2,557) 1,707 - (850) -------- -------- -------- -------- (1,748) 2,423 - 675 -------- -------- -------- -------- Finance leases (2) 2 - - Short term bank loans (1,000) 1,000 (1,000) (1,000) Other loans (975) (3,500) 1,007 (3,468) -------- -------- -------- -------- (3,725) (75) 7 (3,793) -------- -------- -------- -------- The net non cash movement relates to the movement in amortised loan issue costs during the year. 10. Related party transactions 21st Century Crime Prevention Services Limited ('21st Century'), Mr Paul Frodsham and Mr Wilson Jennings Mr Paul Frodsham, Managing Director and 25% shareholder in 21st Century, is the brother-in-law of Mr Wilson Jennings a main board director and Company Secretary of TG21 plc. During the year TG21 plc increased its stake in 21st Century to a 75% holding having acquired this stake from Mr Paul Frodsham. The company also has options to acquire the remaining share capital in 21st Century. The total consideration paid to date in respect of the current holding, excluding costs, is £4.6m and the option price for the remaining 25% is £2.1m. On 31 July 2005 the group made a charge of £500,000 to 21st Century for services provided up to that date. (2004: nil charge but the group sold certain distribution rights to 21st Century for £850,000 in that year). Included in creditors of 21st Century at 31 December 2005 is an amount of £ 593,649 (2004: £606,556) payable to Mr Frodsham. During the year Mr Frodsham made a personal loan to Mr Jennings of £32,000. This amount was paid by 21st Century to Mr Jennings and was accounted for in the books of that company as a reduction in the amount payable by 21st Century to Mr Frodsham. Other The group has taken advantage pf the FRS 8 exemption not to disclose any transactions or balances between entities of the TG21 plc Group which have been estimated on consolidation. 11. Publication of non-statutory accounts and basis of preparation The financial information contained in this preliminary announcement does not constitute statutory accounts for the year ended 31 December 2005. The financial information for the year ended 31 December 2004 is derived from the statutory accounts for that period which have been delivered to the Registrar and included an audit report which was unqualified and did not contain a statement under either Section 237(2) or Sections 237(3) of the Companies Act 1985. The statutory accounts for the year ended 31 December 2005 will be finalised on the basis of the financial information presented by the directors in the preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

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