Final Results
Leo Insurance Services PLC
27 June 2006
LEO INSURANCE SERVICES PLC
27 JUNE 2006
Leo Insurance Services plc(('LEO') or the 'Company')
Chairman's Statement
I have pleasure in writing to you for the first time as Chairman of your company
since it acquired a 50% interest in Grafton Insurances Services Limited on
January 5, 2006.
Being that this date is less than one month from the period end it had little
influence on the results and for the period from inception on 14 January 2005 to
31 January 2006 the company made an operating loss of £54,766 and its loss per
share is 0.97p. The directors will not be recommending a dividend at this time.
Shareholders may recall that long term contracts with both Bizspace Plc and
Safeland Plc were put in place at the time of commencement to trade and this has
been added to by a small amount of new business.
LG Lipman
Chairman
27 June 2006
PROFIT AND LOSS ACCOUNT for the period from 14 January 2005 to 31 January 2006
Notes 2006
£
Administrative expenses (54,766)
OPERATING LOSS 1 (54,766)
Interest receivable 639
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (54,127)
Taxation 3 -
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION 11 (54,127)
LOSS PER ORDINARY SHARE
Basic and diluted 4 (0.97p)
The operating loss for the period arises from the company's continuing
operations.
No separate Statement of Total Recognised Gains and Losses has been presented as
all such gains and losses have been dealt with in the profit and loss account.
BALANCE SHEET 31 January 2006
Notes 2006
£
FIXED ASSETS
Investments 5 50
CURRENT ASSETS
Debtors 6 1,314
Cash at bank 107,721
109,035
CREDITORS: amounts falling due within one year 7 (21,827)
NET CURRENT ASSETS 87,208
TOTAL ASSETS LESS CURRENT LIABILITIES 87,258
CREDITORS: amounts falling due after more than one year 8 (65,000)
NET ASSETS 22,258
CAPITAL AND RESERVES
Called up share capital 9 70,624
Share premium account 10 5,761
Profit and loss account 11 (54,127)
EQUITY SHAREHOLDERS' FUNDS 12 22,258
CASH FLOW STATEMENT for the period from 14 January 2005 to 31 January 2006
Notes
2006
£
Cash flow from operating activities 13a (29,303)
Returns on investments and servicing of finance 13b 639
Taxation -
CASH OUTFLOW BEFORE FINANCING (28,664)
Financing 13b 136,385
INCREASE IN CASH IN THE PERIOD 107,721
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
Notes 2006
£
Increase in cash in the period 107,721
NET FUNDS AT 14 JANUARY 2005 -
NET FUNDS AT 31 January 2006 13c 107,721
ACCOUNTING POLICIES for the period from 14 January 2005 to 31 January 2006
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention
and in accordance with applicable United Kingdom accounting standards. The
accounting policies adopted are set out below.
DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those in which
they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which timing differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
SHARE OPTIONS
The cost of share options issued by the company is recognised as an expense in
the profit and loss account and is calculated as the difference between the fair
value of the shares at the date the options were granted and the exercise price.
NOTES TO THE FINANCIAL STATEMENTS for the period from 14 January 2005 to 31 January 2006
1 OPERATING LOSS 2006
£
Operating loss is stated after charging
Auditors' remuneration - audit fees 11,750
In addition to the fees disclosed above, fees totalling £29,375 were paid to
Deloitte &Touche LLP in connection with the issue of shares and these expenses
have been deducted from the share premium account.
2 EMPLOYEES
There were no employees during the period other than the directors. None of the directors
received any remuneration during the period.
3 TAXATION 2006
£
Current tax:
UK corporation tax on losses of the period -
Deferred taxation:
Origination and reversal of timing differences -
Tax on loss on ordinary activities -
Factors affecting tax charge for period: 2006
£
The tax assessed for the period is higher than the standard
rate of corporation tax in the UK (30%). The differences are
explained below:
Loss on ordinary activities before tax (54,127)
Loss on ordinary activities multiplied by standard rate of
corporation tax in the UK (30%)
(16,238)
Effects of:
Expenses not deductible for tax purposes 5,373
Tax losses carried forward 10,865
Tax charge for period -
Factors that may affect future tax charges:
At 31 January 2006, the company had tax losses of £36,217 available to carry
forward to future periods. A deferred tax asset of £10,865 has not been
recognised in the financial statements due to the uncertainty as to the timing
of future profits.
4 LOSS PER ORDINARY SHARE
The calculations of loss per share are based on the following losses and 2006
number of shares:
£
Loss for the financial period (54,127)
2006
Number
Weighted average number of shares for basic and diluted loss per share 5,579,152
5 FIXED ASSET INVESTMENTS
On 5 January 2006, the company acquired 50 £1 'B' ordinary shares in Grafton
Insurance Services Limited at par. The company owns 100% of the 'B' ordinary
shares which represents 50% of the issued ordinary shares. Grafton Insurance
Services Limited was dormant during the period from incorporation to 5 January
2006. The principal activity of Grafton Insurance Services Limited is to trade
as a property insurance broker.
6 DEBTORS 2006
£
Prepayments and accrued income 1,314
7 CREDITORS: Amounts falling due within one year 2006
£
Other creditors 50
Accruals and deferred income 21,777
21,827
8 CREDITORS: Amounts falling after more than one year 2006
£
Redeemable preference shares 65,000
The redeemable preference shares were allotted at par on 6 January 2006 for cash
consideration.
Share rights
The redeemable preference shares provide for a fixed cumulative dividend at a
rate of 6% per annum which accrued on a daily basis. The preference shares can
be redeemed by the company at any time on seven days written notice. The
preference shares can be redeemed by the holder if the dividend is in arrears
for at least 12 months or, in any event the shares are redeemable, upon the
second anniversary of issue. If the preference shares are not redeemed by the
appropriate date, the dividend rate will increase to 9% per annum. The
preference shares do not confer a right to attend, speak or vote at any general
meeting of the company.
9 SHARE CAPITAL 2006
£
Authorised:
20,000,000 ordinary shares of 1p each 200,000
65,000 preference shares of £1 each 65,000
265,000
Allotted, issued and fully paid:
7,062,381 ordinary shares of 1p each 70,624
Share issues:
On 14 January 2005, 2 ordinary shares were issued at par on the incorporation of
the company.
On 17 January 2005 the company allotted 51,191,900 ordinary shares of 0.1p at
par for cash consideration.
On 30 March 2005 the company allotted 5,000,000 ordinary shares of 0.1p at par
to settle expenses.
On 5 January 2006, each of the issued and unissued 0.1p ordinary shares were
consolidated with 1 new ordinary share with a par value of 1p, replacing 10
existing ordinary shares of 0.1p each. On the same day, the company's
authorised share capital was increased by £65,000 by the creation of 65,000
preference shares of £1 each.
On 6 January 2006, the company allotted 1,443,191 ordinary shares of 1p at 14p
per share for total cash consolidation of £202,047.
Share options:
On 3 February 2005 L Lipman, E Lipman and P Davis were each conditionally
granted options over 911,458 ordinary shares worth £175,000 as valued by
reference to the average closing middle market quotation for an ordinary share
for the three dealing days following admission. Each option is exercisable at
the market value at the date of the grant, being the par value of 1p per share,
at any time after 18 months and before 10 years following the date of grant.
The company has granted options to subscribe for ordinary shares in the company
equivalent to 1% of the issued share capital on completion of an acquisition
which exceeds 75% in any class test within the AIM rules. These options are
only exercisable during the period from date of acquisition to the period ending
18 months after that date at a price equivalent to the issue price in connection
with the acquisition.
10 SHARE PREMIUM ACCOUNT 2006
£
14 January 2005 -
Premium on shares issued in period 187,615
Expenses in connection with shares issued (181,854)
31 January 2006 5,761
11 PROFIT AND LOSS ACCOUNT 2006
£
14 January 2005 -
Loss for the financial period (54,127)
31 January 2006 (54,127)
12 RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS 2006
£
Shares issued in period (net of expenses) 76,385
Loss for the financial period (54,127)
Net addition to equity shareholders' funds 22,258
Opening equity shareholders' funds -
Closing equity shareholders' funds 22,258
13 CASH FLOWS 2006
£
a Reconciliation of operating loss to net cash flow from operating
activities
Operating loss (54,766)
Increase in debtors (1,314)
Increase in creditors 21,777
Shares issued to settle expenses 5,000
Net cash flow from operating activities (29,303)
2006
£
b Analysis of cash flows for headings netted in the cash flow
statement
Returns on investments and servicing of finance
Interest received 639
Net cash inflow from returns on investments and servicing of
finance
639
Financing
Issue of ordinary share capital (net of expenses) 71,385
Issue of preference share capital 65,000
Net cash inflow from financing 136,385
At At
c Analysis of net funds 14 January 31 January
2005 Cash flows 2006
£ £ £
Cash at bank and in hand - 107,721 107,721
14 Financial instruments
The company's financial instruments during the period comprised only cash and
various items such as trade creditors that arose directly from its operations.
Trade creditors and other short-term items arising directly form operations have
been excluded from the following disclosures.
At 31 January 2006, the company had a cash balance of £107,721 which was held on
bank deposit earning interest at variable market rates.
There is no material difference between the fair value and book value of the
company's financial instruments and they are all denominated in sterling.
The company has not traded in any financial instruments during the period and
the board does not currently believe there are any material risks arising from
its financial instruments.
15 RELATED PARTY TRANSACTIONS
During the period from incorporation on 14 January 2005 to 2 February 2005, the
company was a wholly owned subsidiary of Safeland Plc. On 2 February 2005,
Safeland Plc paid a dividend in specie to which each holder of Safeland Plc
received 2.5 0.1p ordinary shares in the company for each ordinary share of
Safeland Plc then held. Safeland Plc retained 5,119,190 0.1p ordinary shares in
the company which were consolidated into 511,919 1p ordinary shares and were
still held as at 31 January 2006.
LG Lipman, EA Lipman and PM Davis are all directors of both companies.
In addition, on 6 January 2006, the company issued 65,000 £1 preference shares
at par for cash consideration to Safeland Plc. Details of the rights of these
shares are disclosed in note 8.
16 COPIES OF THE ACCOUNTS
Copies of the accounts have been posted to shareholders today and are available
free of charge from the Company's registered office one month from the date of
this announcement: 94-96 Great North Road, London N2 0NL.
This information is provided by RNS
The company news service from the London Stock Exchange