Final Results

Peerless Technology Group PLC 28 June 2002 FOR IMMEDIATE RELEASE 28 June 2002 PEERLESS TECHNOLOGY GROUP PLC FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2001 CHAIRMAN'S STATEMENT I am pleased to present Peerless Technology's first statutory accounts, following its incorporation on 26 June 2001. The company was admitted to AIM on 20 November 2001, raising £2.4 million gross. Upon admission, Peerless had no trading businesses or subsidiaries. Peerless was established to create a leading group within the media and technology sectors. Convergence in the global technology and media markets in recent years has contributed to the tremendous growth in these complementary sectors. Peerless has been established to capitalise upon the commercial opportunities created by this ongoing development process. Peerless is aiming to identify businesses and companies with: • An emerging technology sufficiently tested to prove its functionality, therefore not requiring significant investment to enable its commercial application; • A need for investment to allow roll out and expansion of the technology and the business plan; • A management team with a successful track record within the technology and/or media sector; and • A technology and business plan with the potential to be developed further and complemented by the acquisition of suitable companies. The Board's experience within the technology and media markets, together with our track record in identifying and successfully acquiring businesses, will be crucial in enabling the company to achieve its objectives. Furthermore, the company's public profile and its access to capital markets will facilitate the acquisition and funding processes. The funds raised on admission will be used by the directors to carry out due diligence on potential acquisition targets when they are identified, meet the professional costs associated with any such acquisitions, fund the initial working capital requirements and meet part or, where appropriate, all of any cash consideration payable in respect of such acquisitions. Prior to admission, the directors had conducted research into a number of companies within the target sectors. This research has been continued and extended post 20 November 2001, but no deal has yet been concluded. The directors are confident that the difficult conditions within both the capital markets and our target media and technology sectors will continue to present good commercial opportunities for the company. Financial summary This is the first reporting period for Peerless. Turnover for the period was £nil, operating loss was £43,906 and loss before tax was £36,944. The company had £2,306,423 net assets at the period end. The Board Upon flotation, I became Non-executive Chairman of Peerless, Jeremy Fenn became Managing and Finance Director, Richard James became company secretary and Executive Director and Steven Harris became Non-executive Director. There have been no Board changes post admission. Employees As Peerless is currently an investment vehicle, the company has no employees, other than Executive Directors, at this stage. I anticipate this situation will continue until an acquisition is completed. Dividend As the strategy of the company is to acquire businesses, the Directors feel it is in the interests of shareholders that cash resources are directed towards this end and thus do not recommend the payment of a dividend for the period under review. Current trading and prospects The board is actively pursuing acquisition opportunities that fit the investment criteria that were set out upon flotation. We are continuing to seek out businesses within the media and technology sectors that will benefit from the company's profile, cash and management expertise. The Directors are confident that suitable targets will be found and I look forward to announcing when our first acquisition is identified. AJAZ AHMED Chairman 27 June 2002 PROFIT AND LOSS ACCOUNT For the period ended 31 December 2001 Note 2001 £ Turnover - Administrative expenses (43,906) Operating loss (43,906) Interest receivable and similar income 6,962 Loss on ordinary activities before taxation 1 (36,944) Taxation 2 - Loss retained and transferred from reserves 8 (36,944) Loss per share - basic 4 1.01p All transactions arose from continuing operations. There were no recognised gains or losses other than the loss for the financial period. BALANCE SHEET AT 31 DECEMBER 2001 Note 2001 £ Current assets Debtors 5 31,573 Cash at bank and in hand 2,386,990 2,418,563 Creditors: amounts falling due within one year 6 (112,140) Total assets less current liabilities 2,306,423 Capital and reserves Called up share capital 7 149,625 Share premium account 8 2,193,742 Profit and loss account 8 (36,944) Equity shareholders' funds 9 2,306,423 The financial statements were approved by the Board of Directors on 27 June 2002 R M James - Director J M Fenn - Director CASH FLOW STATEMENT For the period ended 31 December 2001 Note 2001 £ Net cash inflow from operating activities 10 - Returns on investments and servicing of finance Interest received 389 Management of liquid resources Cash deposited in money market account (2,381,500) Financing Issue of ordinary share capital 2,417,500 Expenses paid in connection with share issues (30,899) Net cash inflow from financing 2,386,601 Increase in cash 11,12 5,490 NOTES TO THE FINANCIAL STATEMENTS For the period ended 31 December 2001 1 LOSS on ordinary activities before taxation The operating loss on ordinary activities before taxation is stated after: 2001 £ Auditors' remuneration: Audit services 10,000 During the period fees of £10,000 paid to the company's auditors in respect of non-audit services were written off to the share premium account. 2 TAXATION There is no charge to corporation tax for the period due to the loss for the period. 3 Directors and employees Staff costs, including directors, during the period were as follows: 2001 £ Wages and salaries 8,000 Social security costs 2,000 10,000 There were no employees of the company during the period except for the Executive directors. Remuneration in respect of directors was as follows: 2001 £ Emoluments 8,000 4 LOSS PER SHARE The calculation of loss per share is based on the profit for the financial period divided by the weighted average number of ordinary shares in issue during the period as follows: 2001 Loss Weighted Per share average number of amount shares £ pence Basic loss per share Loss attributable to ordinary shareholders (36,944) 3,655,690 1.01 Share options outstanding at the period end were not dilutive. 5 Debtors 2001 £ Unpaid share capital 25,000 Accrued income 6,573 31,573 The unpaid share capital was paid up post period end. 6 Creditors: amounts falling due within one year 2001 £ Trade creditors 43,906 Other taxation and social security 2,000 Accruals 36,780 Other creditors 29,454 112,140 7 Share capital 2001 £ Authorised 50,000,000 ordinary shares of £0.01 each 500,000 Allotted, called up and fully paid 14,337,500 ordinary shares of £0.01 each 143,375 Allotted, called up but not paid 625,000 ordinary shares of £0.01 each 6,250 149,625 Allotments during the period On incorporation, the authorised share capital of the company was £50,000 divided into 50,000 ordinary shares of £1 each and two subscriber ordinary shares of £1 each were issued. On 31 October 2001: - the authorised share capital of the company was sub-divided into 5,000,000 ordinary shares of 1p each; - the authorised share capital of the company was increased to £500,000 by the creation of 45,000,000 ordinary shares of 1p each; and - the company issued 3,125,000 ordinary shares of 1p each at 4p per share. On 20 November 2001, the company made an allotment of 11,837,500 ordinary shares of 1 pence each by way of a placing on the Alternative Investment Market at a premium of 19 pence per ordinary share. The difference between the total consideration of £2,367,500 and the total nominal value of £118,375 has been credited to the share premium account (£2,249,125). Issue costs of £149,133 in respect of this transaction have been charged against the share premium account. Included in the allotment of ordinary shares of 1 pence each on 20 November 2001 was 250,000 issued to Numis Securities Limited, the company's brokers, in lieu of fees. 8 Share premium account and reserves Share premium Profit account and loss account £ £ Premium on allotment of shares during the period 2,342,875 - Less issue costs (149,133) - Loss for the financial period - (36,944) At 31 December 2001 2,193,742 (36,944) 9 Reconciliation of movements in shareholders' funds 2001 £ Loss for the financial period (36,944) Issue of shares 2,343,367 2,306,423 10 Net cash outflow from operating activities 2001 £ Operating loss (43,906) Increase in creditors 43,906 Net cash outflow from operating activities - 11 Reconciliation of net cash flow to movement in net FUNDS 2001 £ Increase in cash in the period 5,490 Cash outflow from decrease in liquid resources 2,381,500 Movement in net funds in the period 2,386,990 Net funds at 26 June 2001 - Net funds at 31 December 2001 2,386,990 12 Analysis of changes in net FUNDS At 26 Cash flow At 31 June December 2001 2001 £ £ £ Cash in hand - 5,490 5,490 Cash in money market account - 2,381,500 2,381,500 - 2,386,990 2,386,990 13 Capital commitments The company had no capital commitments at 31 December 2001 14 Contingent assets/liabilities There were no contingent liabilities at 31 December 2001 15 FINANCIAL INSTRUMENTS The company uses financial instruments, other than derivatives, comprising cash and various items such as trade debtors and trade creditors that arise directly from its operations. As part of its cash management policy, the company makes use of money market accounts. The directors do not believe that there were any risks arising from financial instruments at the period end and will produce policies in respect of them as and when risks arise. This information is provided by RNS The company news service from the London Stock Exchange

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