Final Results

RNS Number : 2084U

Adventis Group PLC

21 December 2012

ADVENTIS GROUP PLC

(to be renamed Reabold Resources plc )

("the Company")

Results for the year ended 31 December 2011

Adventis Group plc (to be renamed Reabold Resources Plc), (AIM: ATG) the AIM quoted resources investment company announces its results for year ended 31 December 2011 ("the Period").

The 2011 Annual Report is being published will be available shortly available from the Company's website at www.reabold.com.

For further information, contact:

Adventis Group plc

Jeremy Edelman (Executive Chairman)

Anthony Samaha (Executive Director)

+44 (0) 20 7460 2353

Westhouse Securities Limited

Tom Griffiths

Richard Johnson

+44 (0) 20 7601 6100

CHAIRMAN'S STATEMENT

Introduction

The 2011 financial year and to date has been a dramatic period of change for the Company. During this time, the Company divested its business and assets in the media, health and technology marketing services sectors and had Administrators appointed as a result of its financial position.

At a meeting of the creditors of the Company and a general meeting of the shareholders on 19 December 2012 ("the General Meeting"), approvals were given for a Company Voluntary Arrangement ("CVA") that enabled the Company to avoid dissolution. In addition, shareholders approved a re-organisation of the Company's share capital and a fundamental change of business to that of an investing company in the natural resources sector. The name of the Company will be changed to Reabold Resources Plc to reflect this new direction. In addition, on 19 December 2012 the Company entered into conditional subscription agreements for new shares to raise £150,000 for necessary working capital to pursue its new business direction. Further details of the subscription are set out below.

Restoration of Admission to trading on AIM

With the publication now of the Company's report and accounts for the year ended 31 December 2011, as well as the release of its interim results for the six months ended 30 June 2012, the Company's shares will be restored to trading on AIM which is anticipated will take place on or by 24 December 2012.

New Board

Following the approval of the CVA on 19 December 2012, I was appointed to the Board of the Company, together with Anthony Samaha, and the previous directors stepped down at that time. The new Board has experience in resources investment and AIM quoted companies, and we look forward to directing the Company in this new business direction. A profile of the new Board is included in this report.

Divestments and Administration

During the reporting period and post balance sheet date, the Company divested its business and assets in the media, health and technology marketing services sectors. The divestment process commenced in late 2011 when the Company decided to wind down its health, media and property divisions and focus on its core business of technology and telecoms marketing. As a result, the following business and asset sales were concluded:

· Adventis Health Limited - sale of goodwill and intellectual property rights on 10 November 2011 (this sale was not satisfactorily concluded as the purchaser was unable to provide the funding required);

· Adventis Media Limited (formerly Adventis Coltman Limited) - sale of business and assets on 7 December 2011;

· Adventis Media Two Limited (formerly Adgenda Media Limited) - sale of business and assets on 10 January 2012; and

· Gilbert Doyle Oakmont Limited - sale of business and assets on 19 June 2012.

All four of the above subsidiaries entered creditors' voluntary liquidation on 22 August 2012.

On 11 May 2012, the Company announced it was in discussions with potential investors to secure the funding required to meet the Company's immediate and longer term finance commitments, including the repayment of the Company's bank debt and for the partial satisfaction of the outstanding deferred consideration due in respect of the Company's acquisition of Second2 Limited and bChannels. The previous Board initiated an accelerated sales and marketing process ("AMA") to seek best value for the sale of the Company's remaining principal assets, namely its holding in bChannels and Second2 Limited (together the "Technology Division"). The AMA resulted in a number of offers being received, and heads of terms were subsequently agreed by the previous Board with a chosen party for the purchase of the shares of the Technology Division.

The Company's bank received an offer from a third party lender to purchase its debt to the Group, following the announcement that a sale of the Technology Division had been agreed in principle, and completed the sale of the debt on 19 June 2012. Trading in the shares of the Company on AIM was suspended on 26 June 2012 as, given the above, a going concern statement could not be agreed by the auditors and therefore the Company was not in a position to publish its annual accounts for the year ended 31 December 2011 by 30 June 2012.The Company could not continue in its current form for a prolonged period without significant further funding.

On 13 July 2012, the Company exchanged contracts, subject to shareholder consent, for the sale of the entire share capital of bChannels and accepted, subject to contract and shareholder consent, an offer for the sale of the share capital of Second2 Limited. An announcement detailing these transactions was made on 16 July 2012.

The Company was also experiencing significant creditor pressure so the directors at that time, at a Board meeting held on 19 July 2012, resolved to file a Notice of Intention to Appoint Administrators ("NOI"). The NOI was filed on 20 July 2012 and the Company subsequently entered administration on 23 July 2012.

On 23 July 2012, the Administrators completed the sale of bChannels. No sale has been concluded in relation to the shares held in Second2 Limited. Second2 Limited entered administration on 25 July 2012. Further, the shares in a dormant subsidiary, Partnermarketing.com Limited have been sold by the Administrators for £1 and steps have been taken to strike off the remaining dormant subsidiaries of the Company.

As a result all subsidiaries of the Company are either in insolvency procedures or in strike off, with the exception of Premium Media Limited, which itself has limited assets and liabilities.

Company Voluntary Arrangement

As set out in the Administrators' statement of Proposals (pursuant to paragraph 49 of Schedule B1 of the Insolvency Act 1986), the Administrators had originally planned to cancel the Company's admission to trading on AIM and to dissolve the Company without any return to unsecured creditors or shareholders. However, the Administrators were approached by the current Board with an opportunity to restore trading in the Company's shares on AIM and ensure a return to unsecured creditors.

The CVA constitutes satisfaction of the Company's debts and with the approval results in creditors accepting the dividend(s) paid to them in full and final settlement of their claims against the Company.

Capital Re-organisation

Following the approval of the CVA on 19 December 2012 and the approvals sought from Shareholders at the General Meeting, the Company exited administration and control of the day to day running of the Company passed to the new Board.

At the General Meeting, Shareholders of the Company approved:

· that the Company be duly authorised to re-organise its share capital to ensure the nominal value of 0.25 pence per of the Ordinary Shares is not more than the trading price of the Ordinary Shares on AIM upon the re-commencement of trading on AIM. Without the re-organisation of share capital, it is likely that on restoration of the Company's Ordinary Shares to trading on AIM, the trading price would be below their current par value. The issue of new shares by a public company at a price below their nominal value is prohibited by the Act.

· that the Company be duly authorised to amend the Articles which, amongst other matters, set out the rights attaching to "A" Deferred Shares in the Company following the Capital Reorganisation.

· that all of the Existing Ordinary Shares of 0.25 pence each be consolidated into ordinary shares of 1.75 pence each on the basis of one consolidated ordinary share for every seven Existing Ordinary Shares in issue. The consolidated ordinary shares of 1.75 pence each then be subdivided into one Ordinary Share of 0.1 pence and one "A" Deferred Share of 1.65 pence.

Immediately following the Capital Reorganisation, the issued share capital of the Company comprised 6,915,896 Ordinary Shares of 0.1 pence each and 6,915,896 "A" Deferred Shares of 1.65 pence each. The "A" Deferred Shares have special rights, and are subject to restrictions, set out in the amended Articles. The "A" Deferred Shares carry negligible rights and no application will be made for them to be admitted to trading on AIM.

Change of Business and Investing Policy

At the General Meeting, shareholders approved a change of business to that of an investing company with an investing policy to acquire direct and indirect interests in exploration and producing projects and assets in the natural resources sector, anywhere in the world. The Board will consider other sectors as well as opportunities as they arise.

The Board anticipates that investments may be by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question.

The Board anticipates that the Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

As an investing company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling twelve months from the adopting of the Investment Policy by the Shareholders, failing which, the Company's shares would then be suspended from trading on AIM. In the event the Company's Ordinary Shares are so suspended and the Company fails to obtain Shareholders' consent to renew such policy, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension and the Board intends to convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.

An investing company is generally considered to have substantially implemented its investing policy, when it has invested a substantial portion (usually at least in excess of 50%) of all funds available to it, including funds available through agreed debt facilities, in accordance with its investing policy. As yet no funds are available for any such investment.

Subscription

On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares ('the Subscription Shares'), at 0.25 pence per share to raise gross proceeds of £150,000 ('the Subscription'), which will provide additional working capital for the Company. The Subscription Shares will represent 89.7% of the enlarged issued share capital of the Company and will rank pari passu with the Company's existing Shares.

The Subscription is conditional upon the following being satisfied by 31 January 2013:

(a) the passing of certain resolutions ("Resolutions") at the General Meeting;

(b) the Subscription Shares being allotted and issued to the private investors within seven days of the date of the passing of the Resolutions; and

Following admission of the Subscription Shares, and completion of the Subscription, the Company's total issued share capital will be 66,915,895 ordinary shares of 0.1p each.

Among the subscribers for Subscription Shares was Jeremy Edelman who subscribed, prior to his appointment as a director of the Company, for 20 million Subscription Shares. Following Admission, Jeremy Edelman will hold 20 million Ordinary Shares of 0.1p each in the Company, representing approximately 29.89 per cent of the Company's issued ordinary share capital.

Loan Notes

As an investing company, the Company intends to undertake an acquisition or acquisitions which will constitute a reverse takeover under the AIM Rules for Companies, within the next 12 months. The Company will require further funds in order to undertake such an acquisition or acquisitions and meet recently incurred costs and future operating expenditure. Therefore, following the General Meeting, the Company has entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited, a company connected with Jeremy Edelman. The Loan Notes shall accrue interest at 0.5 per cent. per month and unless converted be repaid on 31 December 2013 or such later date as nominated by the noteholder. The Loan Notes may be converted into new Ordinary Shares at the last placing or subscription price paid per share on the issue of Ordinary Shares but the noteholder may not exercise their right to convert the Loan Notes if such conversion would result in the noteholder being required to make a mandatory offer to the holder of shares in the Company in accordance with Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Obligation"). In such circumstances, the Company will use its best endeavours to obtain from the Panel on Takeovers and Mergers any dispensation reasonably necessary to allow the Loan Notes to be converted without incurring a Rule 9 obligation. The Company intends to seek the approval of independent shareholders for a waiver of the Rule 9 Obligation at the earliest possible opportunity being the next annual general meeting of the Company, which is intended to be held early in 2013.

The entering into of the convertible unsecured loan note by Jeremy Edelman is classified as a transaction with a related party for the purposes of the AIM Rules for Companies (the "AIM Rules"). In accordance, therefore, with the AIM Rules, Anthony Samaha as the independent director of the Company, having consulted with the Company's nominated adviser, Westhouse Securities Limited, considers that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

To date, the Company has drawn down approximately £201,000 under the Loan Notes in order to fund the CVA and other associated costs, including legal, auditing and advisor fees.

Financial Review

The loss of the Group for the 12 months ended 31 December 2011 was £13,248,000 (2010: £5,763,000) reflecting impairment of £10,972,000. The net assets as at 31 December 2011 was a deficiency of £5,526,000: (2010: positive £7,722,000).

Following completion of the Subscription, the Company will have cash and working capital of circa £150,000.

Outlook

Following the difficulties experienced by the Company and the resultant considerable loss of value for shareholders, we look forward to implementing the new business direction and driving the creation of value for all stakeholders.

Jeremy Edelman

Chairman

21 December 2012

Operational and Financial Report for the year ended 31 December 2011

Closures and Disposals

As outlined in the Chairman's statement, 2011 saw a significant change in the Group's business portfolio as the previous Board sought to stabilise and revive the Group. This was unsuccessful and following the year end, all subsidiaries of the Company are either in insolvency procedures or in strike off, with the exception of Premium Media Limited, which itself has limited assets and liabilities.

Health

An orderly wind down of the Health division was announced on 19^th September 2011 following a period of trading losses, despite attempts to restructure the cost base. That closure was completed by the end of the year with all trade debtors and creditors, including staff redundancy payments, settled.

Media

Following a sale process the trade, tangible fixed assets and goodwill together with certain liabilities of the two Media businesses, Coltman and Adgenda were sold separately to entities financed and controlled by trade buyers. In both cases, the senior management teams took non-controlling stakes in the acquirers.

Sale of the goodwill of the much smaller Coltman business was completed on 6^th December 2011 and net cash proceeds of £65,000 were received. Coltman retained all trade debtors and was responsible for payment of all trade and other creditors. Since the year end the majority of trade debtors have been collected and the majority of trade creditors settled: taken together these working capital components have resulted in cash outflow to the Group since year end of approximately £0.6m. Since the year end this company has entered into administration.

The Adgenda disposal completed on 10th January 2012, with the cash consideration of £200,000 payable in 24 equal monthly instalments and the buyer taking over responsibility for settling trade and certain other creditors of £845,000, relieving the business of the obligation to fund the majority of trade creditor payments. Adgenda transferred customer advance payments of £265,000, making a matching payment to the buyer. In addition, deferred consideration of £306,000 payable by Adventis Group Plc to a senior member of the Adgenda team was cancelled. In total the Group therefore has received £1,351,000 of consideration value. The cash consideration of £200,000 in respect of the Adgenda disposal is payable to the Group's secured lender under their security over the assets of the Group, resulting in a reduction of the secured indebtedness. Since the year end almost all Adgenda's trade debtors - which stood at approximately £1.2m at the end of December - have been collected and remaining trade creditors settled. Since the year end this company has entered into creditors' voluntary liquidation.

Strategy and Going Concern

Since closure of the Health division and sale of the Media division, the Group primarily comprised two profitable marketing services businesses focussed on the global B2B Technology market - bChannels and Second2. The previous Board believed that these businesses were a platform from which the Group could be rebuilt, both through organic growth and possibly in due course through complementary acquisitions.

However, the Group continued to be weighed down by relatively high bank debt and significant liabilities for deferred consideration payable to a number of key managers for prior period business acquisitions. In early 2012 the Directors, advised by Westhouse Securities, therefore explored an equity fundraising and presentations were made to a number of existing and potential new institutions. Although key shareholders and deferred consideration creditors had been supportive, insufficient third party interest was received to make such a fundraising viable and on 11^th May 2012 the Company announced that it would be unable to proceed with the fundraising.

As a result and following discussions with Lloyds Banking Group ("LBG") the Directors concluded that a sale of the Technology division was the only remaining course of action available.

On 23 July 2012 the sale of bChannels was concluded by the Administrators with proceeds of £500,000 plus a £800,000 debt forgiveness of monies owed by Plc to the company. The cash consideration of £500,000 in respect of the sale of bChannels was paid to the Group's secured lender under their security over the assets of the Group, resulting in a reduction of the secured indebtedness.

The trading operations and certain assets and liabilities of Second2 Limited were sold to a third party for consideration of £200,000 and the assumption of certain liabilities not exceeding £387,789. Second2 Limited subsequently entered into administration.

Certain assets and the operations of Gilbert Doyle Oakmont Limited were sold to a third party on 19 June 2012. Subsequently the company entered into creditors' voluntary liquidation.

Result for the year

Profit and loss

The Statement of Comprehensive income set out on page 17 details the performance of Continuing Operations whilst showing Discontinued Operations - the results attributable to the closed Health division and sold Media division - as a single line item.

In line with the Trading Update guidance released on 20 January 2012, Continuing Operations reported an operating loss of £550,000 (2010: loss of £274,000) on turnover of £9.656m, an increase of 8% over prior year (2010: £8.982m). This loss is after central costs of £1,063,000, all of which are attributed to Continuing Operations (2010: £1,268,000).

Before central costs the continuing businesses reported an operating profit of £513,000 (2010: £994,000).

Exceptional costs of Continuing Operations were £7,891,000 (2010: £322,000) comprising a £738,000 increase in the estimated deferred consideration payable for bChannels, which under IFRS must now be presented as an expense, £290,000 for the costs of compensating two former executive directors (including legal fees), a £213,000 onerous lease provision resulting from the Health division closure and an impairment provision of £6,650,000 relating to the Technology division.

Discontinued Operations generated a loss of £4,649,000 (2010: loss of £4,779,000) after goodwill impairment charges of £4,322,000 (2010: £5,068,000). Impairment charges in the year were booked to write off the remaining goodwill carried for the Health division (£994,000) and to write down the carrying value of Media division goodwill to the value realised shortly after the year end (£3,328,000). The retained loss for the Group was £13,248,000 (2010: retained loss £5,763,000), equivalent to a loss per Ordinary share of 27.4p (2010: loss of 11.9p).

No dividend will be paid for the year (2010: £230,000).

Cash flow and net debt

The Group generated a cash inflow of £1,665,000 from operations (2010: inflow £536,000). No dividend payments were made (2010: £230,000). A payment plan was agreed with deferred consideration creditors and payments of £394,000 were made in the year (2010: £1,486,000). After these and capital expenditure, tax receipts, and interest payments the Group generated a net inflow of £1,314,000 (2010: outflow of £1,313,000) despite exceptional reorganisation costs cash paid in the period.

Net bank debt fell from £3,078,000 to £2,197,000 at the year end, in line with the January Trading Update (inclusive of balances of assets held for sale).

The secured debt was sold by the bank to a third party in June 2012.

Net assets

The retained loss of £13,248,000 saw consolidated shareholders' equity fall from £7,722,000 to a deficit of £5,526,000. Net equity at 31 December 2011 included goodwill of £700,000 (2010: £12,622,000) and is after deferred consideration obligations of £2,943,000 (2010: £2,670,000). The net increase in deferred consideration obligations reflects the upwards revision of contingent future bChannels deferred consideration and payments in the year described above.

Operations Review

Technology

The division, comprising Second2 and bChannels, generated an operating profit of £580,000 (2010: £1,067,000) on turnover of £8.3m (2010: £7.6m). Both businesses support global technology brands in their go-to-market strategies using reseller partners.

bChannels reported significant growth in turnover and profitability over the previous year. In early 2012, bChannels established a small US operating base in Utah which secured recurring projects with several US-based clients.

Second2 had a poor second half with revenues falling short of expectations. Management changes were made following the expiry of its 3 year earnout in May 2011 and trading results in early 2012 were in line with plan.

Property Marketing

Trading as AP Marketing following a re-branding exercise, this small creative marketing agency serviced clients in the private and not-for-profit property sectors. Revenues improved slightly and a lower cost base meant the business returned to a small profit in the second half. However the business is non-core and its trade and goodwill was sold to management for nominal consideration in June 2012. The Group has retained trade debtors and creditors.

Media

The division generated an operating profit of £745,000 (2010: £758,000) on turnover of £18.6m (2010: £16.3m) and net revenues of £2.3m (2010: £2.4m).

The division generated commissions from purchasing advertising space for clients in property and financial services. Commission rates fell sharply in recent years and although the cost base had been reduced to protect operating profits, the outlook for earnings compounded by growing pressure from media owners led to the decision to exit from this activity during the year.

The divisions' businesses, Adgenda and Coltman, have since been renamed Adventis Media Two Limited and Adventis Media Limited respectively. As noted above both companies entered into creditors' voluntary liquidation in August 2012.

Health

The division generated an operating loss of £710,000 (2010: loss of £469,000) on turnover of £1.4m (2010: £3.5m). Exceptional costs of closure were £303,000 for staff redundancies and a £213,000 onerous lease provision for space vacated as a result of the closure. An impairment charge was made to write off residual goodwill arising on consolidation of £994,000.

Corporate

The previous Board sought to significantly reduce corporate costs, including the termination of two executive directors. Whilst recurring corporate costs were significantly reduced by the year end, non-recurring adviser costs were being incurred on the terminated fundraising, ongoing bank discussions and sale of the Technology division.

Anthony Samaha

Director

Board of Directors

Board post 19 December 2012 General Meeting:

Jeremy Edelman - Executive Chairman, age 44

Jeremy Edelman holds Bachelor degrees in Commerce and Law together with a Masters degree in Applied Finance. Mr Edelman is admitted as a solicitor to the Supreme Courts of Western Australia and New South Wales. Jeremy subsequently worked for some of the world's leading investment banks, including Bankers Trust and UBS Warburg in debt and acquisition finance. He has held consulting and director positions in listed companies in the UK and Australia, such as Mt Grace Resources NL, with a focus on resource exploration and development, including investment companies established with the specific objective of investing in resources projects. He also has corporate finance experience, having been responsible for co-coordinating a number of companies in making acquisitions in a variety of resource sectors, including oil and gas, uranium, molybdenum, base metals and coal. He has worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Jeremy served as a Director of Altona Energy Plc (also known as Altona Resources Plc) until July 4, 2006, Executive Director of Leni Gas & Oil PLC from August 2006 to December 2010 and Director of Braemore Resources Plc until July 27, 2005.

Anthony Samaha - Executive Director, age 45

Anthony Samaha is a Chartered Accountant who has over 20 years' experience in accounting and corporate finance, including resources development. Anthony worked for over 10 years with international accounting firms, including Ernst & Young, principally in corporate finance, gaining significant experience in valuations, IPOs, independent expert reports, and mergers and acquisitions. He has extensive experience in the listing and management of AIM quoted resources companies, such as Altona Energy Plc and Braemore Resources Plc, including fund raisings, project development and mergers and acquisitions. Mr Samaha has been involved in acquisitions and resource projects in various regions of the world, including Australia, South Africa, West Africa, North America, India and People's Republic of China. He holds Bachelor of Commerce and Bachelor of Economics degrees from the University of Western Australia, and is an Associate of the Institute of Chartered Accountants in Australia and an Associate of the Financial Services Institute of Australasia. Anthony is a Non-Executive Director of AIM quoted Equatorial Palm Oil Plc.

Board to 19 December 2012:

Nick Winks Ł - Chairman, age 64

Nick was appointed as a Chairman with effect from February 11th 2011. His early career saw a variety of senior management roles including CEO of a listed group. He has worked with many businesses to bring about change in operating performance, cash generation and debt structures often as a hands-on Chief Recovery Officer or executive chairman. Nick is currently a Senior Partner of WayPoint Change LLP which specialises in business turnaround.

Andrew Pearson - Finance Director, age 54

Andrew, a chartered accountant, was appointed Finance Director of Adventis Group PLC on April 20th 2011. As a Senior Partner for 16 years, he formed and led KPMG's Transaction Services business in the Midlands, building a mutli-disciplined team of over 40 senior professionals supporting corporate, PE and bank clients on every type of M & A transaction. Andrew currently is a Senior Partner in WayPoint Change LLP specialising in hands-on business turnaround and M & A projects for banks and PE funds.

Allan Collins * § Ł - Non-Executive Director and Chairman of the audit committee, age 50

Allan was appointed as part-time Finance Director of Adventis in 2000 and moved into his non-Executive role in 2006. He is a chartered accountant and is Finance Director of Savills (L&P) Limited. He started his career at PricewaterhouseCoopers working in the Corporation Taxation Department and the Advisory Division gaining experience of mergers and acquisitions.

Julian Spooner * § Ł - Non-Executive Director and Chairman of remuneration and nominations committee, age 57

Julian was appointed as non-executive Director on September 15th 2010. He spent more than 20 years of his career in marketing and general management roles latterly at Diageo. He led a MBI/ MBO of Media Audits group with private equity funding in 2001 and subsequently sold the business to Accenture which he then joined as COO Accenture Marketing Sciences. Since then Julian has taken a number of directorships of businesses specialising in marketing services and thereby brings significant client and agency experience to Adventis.

§ Denotes membership of the Audit Committee
Ł Denotes membership of the Remuneration Committee
* Denotes membership of the Nominations Committee

Directors' report for the year ended 31 December 2011

The Directors submit their report and the audited financial statements of the Group for the year ended 31 December 2011.

Principal activity and review of the business

The principal activity of the Group during they year was the provision of specialist business to business marketing services to clients in the Technology and Media industries. The principal activity of the Company is that of a holding company. Subsequent to the year end the Company entered into a Company Voluntary Arrangement following which the Company is now classified as an Investing Company under the AIM listing rules.

During 2011 the Group closed its Health division after a period of sustained losses. Through separate transactions in December 2011 and early January 2012 the Group sold the trade, goodwill and certain trading liabilities of its two Media division businesses. The results of Health and Media are therefore presented as discontinued businesses.

Continuing operations generated an operating loss of £550,000 on turnover of £9,656,000 before exceptional reorganisation and closure costs of £503,000, impairment of the Technology division of £6,650,000 and a charge of £738,000 resulting from the upwards revision of deferred consideration due for the acquisition in 2010 of bChannels.

Discontinued operations contributed a loss of £4,649,000 after charging non-cash goodwill impairment of £4,322,000 (2010: loss of £1,832,000 after charging non-cash goodwill impairment of £5,068,000 basic and diluted earnings per share were a loss of 27.4p (2010: loss of 11.9p).

On 19 December 2012 the Company obtained approval to change its name to Reabold Resources plc.

Results and dividends

The results of the Group are shown on page 17. No dividends were declared or paid in the year (2010: £230,000). The Directors do not recommend the payment of a final dividend.

Post balance sheet events

On 11 January 2012 Adventis Media Two Limited (formerly Adgenda Media) completed the sale of its trade and goodwill to a vehicle partially owned by its senior management team for an aggregate consideration of £1,351,000 received in the form of deferred, non-contingent cash consideration of £200,000, settlement of a deferred consideration liability due to a member of the senior management team of £306,000 and £845,000 from the assumption of certain trade and other creditors.

On 11th May 2012 the Group announced that discussions regarding an equity fundraising to raise net funds of approximately £3 million had been terminated and that it was in discussion with its bank regarding its facilities and future support.

On 19 June 2012 the Group sold the business and assets of Gilbert Doyle Oakmont Limited for £10,000 following which the company went into creditor's voluntary liquidation.

On 23 July 2012 the Company entered into administration.

On 30 November 2012, agreement was reached with the landlord for Adventis House in Beaconsfield to surrender the lease by 24 January 2013.

On 3 December 2012 the Company agreed terms with the assignee of the Lloyds Bank Group plc debt for the settlement and release of the security held by it over the assets of the Company.

On 19 December 2012 at a General Meeting of the Company, approval was obtained for the following:

i) Enter into a Company Voluntary Arrangement to satisfy the Company's preferential and unsecured creditors in full;

ii) Capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Following this Capital Reorganisation the issued share capital of the Company will comprise 6,915,896 ordinary shares which will then be subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares will be subject to special rights and restrictions;

iii) Authorities to dis-apply shareholders' pre-emption rights up to an aggregate nominal amount of £200,000; in working capital;

iv) Fundamental change of business to that of an investing company in the natural resources sector; and

v) Change of Company name to Reabold Resources Plc to reflect the investing nature of the Company.

The Company entered into conditional agreements for the subscription of 60,000,000 ordinary shares at 0.25 pence per share to raise gross proceeds of £150,000. The details of the Subscription are set out in the Chairman's Statement.

In addition on 19 December 2012, the Company entered into the Loan Notes with Saltwind providing funding up to £260,000, of which amount approximately £201,000 has been drawn down by the Company to date in order to fund the CVA and other associated costs, including legal, auditing and advisor fees. Details of the Loan Notes are set out in the Chairman's Statement.

Financial Risk Management

The Group's continuing operations exposed it to foreign currency, credit and liquidity risks. Given the sector the Group predominantly operated in, it was not exposed to the effects of changes in market prices of commodities.

The Technology businesses traded with international technology clients and frequently invoiced in foreign currency - principally the US$ and Euro. Certain costs were also borne in those currencies. The net foreign currency position was unhedged though foreign currency balances were monitored closely and surplus funds converted into sterling on a frequent basis. Interest on the Group's bank facilities were charged as a margin over base rate which was not hedged. The Group operated with a combination of overdraft and confidential invoice discounting facilities which were secured and uncommitted facilities, repayable on demand. The aggregate facility limit was reviewed frequently and re-set according to the Group's projected short term working capital needs and the bank's assessment of its security position.

In addition to the financial risks described above, the only other risk would be the loss of a significant customer. At the balance sheet date there was no individual customer accounting for greater than 10% of continuing group's revenue with exposure spread over a large number of individual customers (see note 30).

The size of the Group means that it is unnecessary and impractical for the Directors to delegate the responsibility of monitoring financial risk management to a sub-committee of the Board.

The Group implemented policies that require appropriate credit checks on potential customers before new accounts were accepted. The amount of exposure to any individual client was subject to a limit, which was reassessed annually by management.

Directors and their interests

The names of the Directors who held office during the year and their shareholdings are shown below.

The following Directors held the following numbers of ordinary shares:

Number of ordinary shares	At 31 December 2011	At 1 January 2011
Alan Collins (resigned 19 December 2012)	-	-
Julian Spooner (resigned 19 December 2012)	-	-
Andrew Pearson (appointed 20 April 2011 and resigned 19 December 2012)	-	-
Nick Winks (appointed 11 February 2011 and resigned 19 December 2012)	-	-
Charles Phillpot (resigned 31 May 2011)	-	1,694,000
Aubrey Adams (resigned 14 February 2011)	-	750,000
Peter Linnell (resigned 30 March 2011)	-	26,315
Jeremy Edelman (appointed 19 December 2012)	-	-
Anthony Samaha (appointed 19 December 2012)	-	-

Directors' indemnity

The Company maintains a directors' and officers' liability policy on normal commercial terms which includes third party indemnity provisions.

Going concern

The financial statements have been prepared on the going concern basis following the approval by the General Meeting on 19 December 2012. Full details of this are included in the Chairman's statement and note 31. As an investing company, the Company intends to undertake an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules, within the next 12 months. The Company will require further funds in order to undertake such an acquisition or acquisitions.

On 3 December 2012 the Company agreed terms with the assignee of the Lloyds Bank Group plc debt for the settlement and release of the security held by it over the assets of the Company. On 19 December 2012 the Company obtained approval for a CVA to enable the company to settle a number of liabilities.

The Company entered into conditional agreements for the subscription of 60,000,000 ordinary shares at 0.25 pence per share to raise gross proceeds of £150,000 for working capital. In addition, the Company on 19 December 2012 entered into the Loan Notes with Saltwind providing funding up to £260,000, of which amount approximately £201,00 has been drawn down by the Company to date in order to fund the CVA and other associated costs, including legal, auditing and advisor fees. Details of the Loan Notes are set out in the Chairman's Statement. The Loan Notes are convertible into ordinary shares in the Company at the election of Saltwind. The Loan Notes are not required to be repaid before 31 December 2013.

Political and charitable contributions

The Group made no contributions to charitable or political bodies during the year (2010: £Nil).

Creditor payment policy

It is the Group's policy that payments to suppliers are made in accordance with all relevant terms and conditions wherever possible. Creditor days as at 31 December 2011 for the Group have been calculated at 60 days (2010: 35 days).

Substantial shareholders

The following had interests in 3% or more of the voting capital of the Company as at 14 December 2012:

Holder	No. of shares	%
Savills (L&P) Ltd	14,379,200	27.70%
Hargreave Hale Nominees Ltd	9,860,471	20.37%
TD Direct Investing Nominees (Europe) Ltd	2,156,882	4.46%
HSDL Nominees Ltd	1,990,015	4.11%
Barclayshare Nominees Ltd	1,708,568	3.53%
L R Nominees Ltd	1,667,600	3.44%
JIM Nominees Ltd	1,467,420	3.03%

Treasury stock

At the Extraordinary General Meeting held on 29 May 2008 shareholders authorised the Company to purchase its own shares and during the remainder of the 2008 financial year the Company entered into a number of transactions acquiring a total of 728,953 shares which it put into Treasury. In addition, at the beginning and end of the year an Employee Benefit Trust held 65,180 shares. In aggregate, treasury stock at 31 December 2011 was 794,133 (2010: 794,133) with a market value of £6,353 (2010: £22,000).

Corporate governance

Although the Company is not obliged to comply with the revised Combined Code on Corporate Governance issued in June 2008 (the "Code"), the Board is committed to ensuring good standards of corporate governance and has taken steps to comply with the Code's principles in so far as practicable for a company of this size.

Board of Directors

The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of those matters that are reserved as the responsibility of the Board. Throughout most of 2011 the Board consisted of two executive Directors, including the Chairman, and two non-executive Directors. For this period, the Chairman was considered independent on appointment although one of the non-executive Directors cannot be considered independent for the purposes of the Code as during the year he was a senior employee of Savills (L&P) Limited, a significant shareholder. However, the previous Board considered that there has been an appropriate balance between the executives and non-executives during the year, and that no individual or small group dominated the Board's decision taking. The previous Board's members had a wide range of expertise and experience and it was felt that concerns may be addressed to any of the non-executive Directors.

Board committees

The previous Board delegated certain authorities to committees, each with formal terms of reference, which are available on request to the Company's registered office. The members of those committees are detailed on page 10.

Audit committee

The audit committee consisted of the two non-executive Directors and met at least twice a year to consider the scope of the annual audit and interim reviews, to assess the external auditors, to assess effectiveness of the Group's systems of internal control and to review the requirement for internal audit (which the committee believes is not justified given the current size of the Group). The committee had access to the Group's external auditors. The previous Chairman and Finance Director attended committee meetings by invitation, but were not members.

Remuneration committee

The remuneration committee consisted of the three non-executive Directors and met at least twice a year to determine company policy on senior executive remuneration, to make detailed recommendations to the Board regarding the remuneration packages of the executive Directors and consider the awards under the Group's option schemes. The previous Chief Executive Officer was consulted on remuneration packages and policy, but did not attend discussions regarding his own package. The previous Board believes it was appropriate for the Chairman to chair the committee. The remuneration and terms and conditions of appointment of the non-executive Directors are determined by the Board.

Nomination committee

The nomination committee consisted of the three non-executive Directors and met at least once each year to evaluate individual Board members' effectiveness, to review the composition and balance of the Board and to recommend candidates to the Board for vacancies, as required.

Controlling party

In the opinion of the Directors there is no one party with a controlling interest in the share capital of the Company.

Internal control and risk management

The Board has implemented a formal system of controls which accords with the guidance given in the Turnbull Report and acknowledges its responsibility for reviewing the effectiveness of the systems in place to manage risk and provide reasonable, but not absolute, assurance with regard to the safeguarding of group assets against misstatement or loss. The key elements of the system of internal control during the reporting period were:

· Clear definition of delegated authorities and preparation of annual budgets for Board approval.

· Close involvement by operating management in the day-to-day business of the Group, facilitating prompt identification of risks and action, both financial and operational.

· Regular reporting of individual business performance to the Board and the review of results against planned performance.

· Regular assessment and review of risks and controls and specific annual assessment by the audit committee of the effectiveness of the systems in place. The audit committee reports to the Board on its findings.

Statement of disclosure to auditor

So far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

In accordance with section 486 of the Companies Act 2006, a resolution to reappoint Mazars LLP will be put to the Annual General Meeting.

By order of the Board, 21 December 2012

A Samaha
Registered Office:
200 Strand

London

WC2R 1DJ

Statement of Directors responsibilities

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted for use in the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· provide additional disclosures when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Independent auditor's report to the members of Adventis Group Plc

We have audited the financial statements of Adventis Group Plc for the year ended 31 December 2011 which comprise the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Comprehensive Income the Consolidated and Company Cash Flow Statements, the Consolidated and Company Statements of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

Respective responsibilities of Directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on page 15, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors. This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's web-site at

www.frc.org.uk/apb/scope/private.cfm

Opinion on the financial statements

In our opinion:

· the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2011 and of the Group's loss for the year then ended;

· the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

· the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006;

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on the other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the Parent Company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of Directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Robert Neate (Senior statutory auditor)

for and on behalf of Mazars LLP

Chartered Accountants and Statutory auditor

Tower Bridge House

St. Katharine's Way

London E1W 1DD

Consolidated statement of comprehensive income for the year ended 31 December 2011

_____________________________________________________________________________________

	Notes	2011	2011	2010	2010
		£'000	£'000	£'000	£'000

Continuing operations

Turnover	3		9,656		8,982

Cost of sales			(4,181)		(3,648)

Gross profit			5,475		5,334
Administration expenses			(6,025)		(5,608)

			(550)		(274)
Exceptional items
Additional deferred consideration	9	(738)		-
Impairment of goodwill	10,14	(6,650)		(309)
Restructuring and legal costs	9	(503)		(322)

			(7,891)		(631)

Operating loss	4		(8,441)		(905)
Finance costs	8		(158)		(98)

Loss on ordinary activities before taxation			(8,599)		(1,003)
Taxation on loss on ordinary activities	11		-		19

Loss for the financial year from continuing operations			(8,599)		(984)


Discontinued operations
Loss for the year from discontinued operations	10		(4,649)		(4,779)

Loss for the year			(13,248)		(5,763)
Other comprehensive income			-		-

Total comprehensive income for the financial year			(13,248)		(5,763)

Attributable to:
Equity holders			(13,248)		(5,763)
Non controlling interests			-		-

			(13,248)		(5,763)

Loss per share	13
Basic and diluted loss per share (pence)
From continuing operations			(17.80)		(2.04)
From discontinued operations			(9.60)		(9.89)

Total basic earnings per share			(27.40)		(11.93)

The notes below form part of these financial statements.

Consolidated statement of financial position as at 31 December 2011 Company no. 3542727

_____________________________________________________________________________________

	Note	2011	2010
ASSETS		£'000	£'000
Non-current assets
Property, plant and equipment	15	409	469
Goodwill and other intangible assets	14	949	12,829
Deferred tax asset	23	-	4

		1,358	13,302

Current assets
Work in progress		54	151
Trade and other receivables	17	2,842	5,848
Current income tax assets		-	90

		2,896	6,089


Assets held in disposal groups held for sale	10	3,429	-

Total assets		7,683	19,391

EQUITY
Capital and reserves
Share capital	19	121	121
Share premium account		7,480	7,480
Shares held by EBT	22	(23)	(23)
Capital redemption reserve		200	200
Other reserves		20	20
Share based payments reserve		-	65
Retained earnings		(13,324)	(141)

Total equity		(5,526)	7,722

LIABILITIES
Non-current liabilities
Deferred tax liability	23	-	4
Deferred consideration	24	1,374	1,092
Provision for liabilities and charges	26	213	-

		1,587	1,096

Current liabilities
Trade and other payables	25	4,195	5,917
Borrowings	18	1,764	3,078
Deferred consideration	24	1,569	1,578

		7,528	10,573

Liabilities held in disposal groups held for sale	10	4,094	-

Total liabilities		13,209	11,669

Total equity and liabilities		7,683	19,391

Approved by the Board of Directors on 21 December 2012 and signed on behalf of the board of directors:

Jeremy Edelman Anthony Samaha
Chairman Director

The notes below form part of these financial statements.

Company statement of financial position as at 31 December 2011 Company no. 3542727

_____________________________________________________________________________________

Notes

2011

2010

£'000

ASSETS

Non-current assets

Investments

1,404

14,589

Property, plant and equipment

348

382

1,752

14,971

Current assets

Trade and other receivables

1,168

290

1,168

290

Total assets

2,920

15,261

EQUITY

Capital and reserves

Share capital

121

Share premium account

7,480

Capital redemption reserve

200

Shares held by EBT

(23)

Other reserves

Share based payments reserve

Retained earnings

(15,890)

(1,901)

Total equity

(8,092)

5,962

LIABILITIES

Non-current liabilities

Deferred consideration

1,374

1,092

Provision for liabilities and charges

213

1,587

1,092

Current liabilities

Trade and other payables

7,042

2,458

Borrowings

814

4,171

Deferred consideration

1,569

1,578

9,425

8,207

Total liabilities

11,012

9,299

Total equity and liabilities

2,920

15,261

Approved by the Board of Directors on 21 December 2012

Signed on behalf of the board of directors:

Jeremy Edelman Anthony Samaha
Chairman Director

The notes below form part of these financial statements.

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

_____________________________________________________________________________________

	Share capital	Share premium	Capital redemption and other reserve	Shares held by EBT	Share based transactions	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000

Balance 31 December 2009	120	7,448	220	(23)	130	5,788	13,683

Total comprehensive income	-	-	-	-	-	(5,763)	(5,763)

Changes in equity for 2010
Issue of share capital	1	32	-	-	-	(1)	32
Dividends paid	-	-	-	-	-	(230)	(230)
Share based transactions	-	-	-	-	(65)	65	-

Balance at 31 December 2010	121	7,480	220	(23)	65	(141)	7,722

Total comprehensive income	-	-	-	-	-	(13,248)	(13,248)

Share based transactions	-	-	-	-	(65)	65	-

Balance at 31 December 2011	121	7,480	220	(23)	-	(13,324)	(5,526)

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

_____________________________________________________________________________________

	Share capital	Share premium	Capital redemption and other reserve	Shares held by EBT	Share based transactions	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000

Balance 31 December 2009	120	7,488	220	(23)	130	3,226	11,121

Total comprehensive income for the year	-	-	-	-	-	(4,961)	(4,961)

Changes in equity for 2010

Issue of share capital	1	32	-	-	-	(1)	32
Dividends paid	-	-	-	-	-	(230)	(230)
Share based transactions	-	-	-	-	(65)	65	-


Balance 31 December 2010	121	7,480	220	(23)	65	(1,901)	5,962

Total comprehensive income for the year	-	-	-	-	-	(14,054)	(14,054)

Changes in equity for 2011

Share based transactions	-	-	-	-	(65)	65	-


Balance 31 December 2011	121	7,480	220	(23)	-	(15,890)	(8,092)

Other reserves represents an option provided to a company which was to provide services to the Group.

The notes below form part of these financial statements.

Consolidated statement of cash flows for the year ended 31 December 2011

_____________________________________________________________________________________

	Notes	2011	2010
		£'000	£'000
Cashflows from operating activities
Operating loss from continuing operations		(8,441)	(905)
Operating loss from discontinued operations		(4,649)	(4,779)

Adjustments for:
Additional deferred consideration		738	-
Onerous lease provision		213	-
Impairment of goodwill		10,972	5,377
Depreciation on property plant and equipment including amortisation of intangibles		334	312

Operating cashflows before movement in working capital		(833)	5

Decrease/(increase) in work in progress		97	(99)
Decrease in receivables		1,361	1,542
Increase/ (decrease) in payables		2,493	(517)

Cash generated from operations		3,118	931
Corporation tax refund /(paid)		-	(297)
Interest paid		(213)	(98)

Net cash from operations		2,905	536

Cash flows from investing activities
Purchase of property, plant & equipment		(131)	(101)
Development of intangible software assets		(186)	(260)
Acquisition of subsidiary undertaking		-	561
Deferred consideration paid for prior acquisitions	24	(394)	(1,486)
Cash in disposal groups held for sale	10	(425)	-

Net cash used in investment activities		(1,136)	(1,286)

Cash flows from financing activities
Dividends paid	11	-	(230)
Proceeds from borrowings		1,795	-
Repayment of borrowings		(2,250)	(333)

Net cash (used) in financing activities		(455)	(563)

Net increase/ (decrease) in cash and cash equivalent		1,314	(1,313)

Cash and cash equivalents at the beginning of the period		(3,078)	(1,765)

Cash and cash equivalents at the end of the period		(1,764)	(3,078)

Cash and cash equivalents comprises:
Cash and cash equivalents		-	-
Borrowings		(1,764)	(3,078)

		(1,764)	(3,078)

The notes below form part of these financial statements.

Company statement of cash flows for the year ended 31 December 2011

_____________________________________________________________________________________

	Notes	2011	2010
		£'000	£'000
Cashflows from operating activities
Operating loss		(14,054)	(5,493)

Adjustments for:
Impairment of investments		14,352	6,597
Onerous lease provision		213	-
Depreciation on property plant and equipment		81	93

Operating cashflows before movement in working capital		592	1,197

Increase in receivables		878	196
Increase in payables		4,734	12

Cash generated by operations		6,204	1,405

Interest paid		(156)	(96)

Net cash from operating activities		6,048	1,309

Cash flows from investing activities
Interest received			-
Purchase of property, plant & equipment		(47)	(70)
Acquisition of subsidiary undertaking		-	(705)
Deferred consideration for prior acquisitions	24	(394)	(1,486)

Net cash used in investment activities		(441)	(2,261)

Cash flows from financing activities
Dividends paid		-	(230)
Repayment of borrowings		(2,250)	(333)

Net cash used in financing activities		(2,250)	(563)

Net increase/(decrease) in cash and cash equivalents		3,357	(1,515)

Cash and cash equivalents at the beginning of the period		(4,171)	(2,656)

Cash and cash equivalents at the end of the period		(814)	(4,171)

Cash and cash equivalents comprises:
Cash and cash equivalents		-	-
Overdraft and borrowings		(814)	(4,171)


		(814)	(4,171)

The notes below form part of these financial statements.

Notes to the financial statements for the year ended 31 December 2011

Adventis Group Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand. London WC2R 1DJ. The nature of the Group's operations and its principal activities are set out in the Directors' report on pages 11 to 14.

1. Preparation of financial statements

The group and company have not applied the following IFRSs and IFRICs that are applicable to the group and company and that have been issued but are not yet effective.

New/revised International Financial Reporting Standards		Effective date
IFRS 9	Financial Instruments		Annual periods beginning on or after 1 January 2015
IFRS 10	Consolidated Financial Statements		Annual periods beginning on or after 1 January 2013
IFRS 11	Joint Arrangements		Annual periods beginning on or after 1 January 2013
IFRS 12	Disclosure of interests in other entities		Annual periods beginning on or after 1 January 2013
IFRS 13	Fair Value Measurements		Annual periods beginning on or after 1 January 2013
IAS 12	Income Taxes - Limited scope amendment (recovery of underlying assets)		Annual periods beginning on or after 1 January 2012
IFRS 7	Financial Instruments: Disclosures - Amendments enhancing disclosures about offsetting of financial assets and financial liabilities		Annual periods beginning on or after 1 January 2013
IFRS 7	Financial Instruments: Disclosures - Amendments requiring disclosures about the initial application of IFRS 9		Annual periods beginning on or after 1 January 2015
IAS 32	Financial Instruments: Presentation - Amendments to application guidance on the offsetting of financial assets and financial liabilities		Annual periods beginning on or after 1 January 2014
IAS 1	Presentation of Financial Statements: to revise the way other comprehensive income is presented.		Annual periods beginning on or after 1 January 2012
The directors expect that the adoption of the above pronouncements will have no material impact to the financial statements in the period of initial application other than disclosure.
The group and company have adopted the amendments to the following standards and interpretations;
IAS 24	Related party disclosure - Revised definition of related parties
IAS 32	Financial instruments - Presentation amendments relating to classification of rights issues
IFRIC 14	Prepayments of a minimum funding requirement
IFRIC 19	Extinguishing financial liabilities with equity instruments
IFRS 3	Business combinations - transition requirement for contingent consideration; measurement of non-controlling interest; and un-replaced and voluntary replaced share-based payment awards
IFRS 7	Financial instrument - increased emphasis on the interaction between qualitative and quantitative disclosures
IAS 1	Consolidated and separate financial statements - transition requirements for amendments made as a result of IAS 27 (revised)
IAS 27	Consolidated and separate financial statements - transition requirement for amendments made as a result of IAS 27 (revised)
IAS 34	Interim financial reporting - accounting for significant events and transactions

Other than disclosure, there has been no impact on the financial statements of these adoptions.

2. Summary of significant accounting policies

Basis of accounting

The 2011 financial statements are prepared under International Financial Reporting Standards, as adopted for use by the European Union.

The financial statements have been prepared on the going concern basis and historical cost basis. The principal accounting policies adopted are set out below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of a subsidiary.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consists of the amount of those interest at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination. Losses applicable to the non-controlling in excess of the non-controlling interests in the subsidiary's equity are allocated against the interests of the Group except to the extent that the non-controlling interest has a binding obligation and is able to make additional investment to cover the losses.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income ("CSOCI") from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All intra-group transactions and balances are eliminated on consolidation.

Going concern

More details are provided in the Chairman's statement and note 31.

Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group. The acquiree's identifiable assets, liabilities and contingent liabilities are recognised at their fair value at the acquisition date, except for non-current assets that are held for resale, which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of cost over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

If the Group's interest in the net fair value of a subsidiary's or joint venture's assets, liabilities and contingent liabilities exceeds cost of the business combination, the excess ("negative goodwill") is recognised in profit and loss immediately.

The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling interests' proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Revenue recognition

Turnover represents revenue receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Revenue is derived from fees for marketing services and commissions on media placements. Revenue is recognised when the service is performed or the month in which the media placement appears, in accordance with contractual arrangements.

Revenue from dividend income is recognised when the rights of the shareholders to receive payment is determined.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs.

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. When valuations of leasehold properties (based on future estimated income streams) give rise to a deficit as a result of onerous lease conditions they are recognised as provisions. These provisions are measured at the present value of the expenditure expected to be required to settle the obligation that reflects current market assessments of the time value of money and the risks specific to the obligation

Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

Borrowing costs

Unless borrowing costs are capitalised that are directly attributable to the acquisition construction or production of a qualifying asset, borrowing costs are expensed in the period they are incurred. No borrowing costs were capitalised in the year (2010: Nil).

Operating segments

The Group's activities are split into four main operating segments - Technology & Telecoms, Healthcare, Media and Property. These segments are the basis on which information is reported to the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, before exceptional operating costs, group amortisation and impairment charges, share-based payment charges, corporate costs, net finance costs and taxation. All divisions operated wholly from the UK in the year and all revenue is derived from the supply of services.

Taxation

The tax charge represents the sum of current and deferred tax.

Current tax payable is based on taxable profits for the year. Taxable profits differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets are offset when there is a legally enforceable right to offset current tax assets against current liabilities and when deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entity where there is an intention to settle on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability or the asset is realised.

Share based payments - employee services

The fair value of employee services received in exchange for the grant of options or shares is recognised as an expense. The total amount to be expensed annually over the vesting period is determined by reference to the fair value of the options or shares determined at the grant date, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable and the number of shares that the employee will ultimately receive. This estimate is revised at each balance sheet date and the difference is charged or credited to the consolidated statement of comprehensive income.

Share based payments - other goods or services

Goods or services (other than employee services) received in exchange for share-based payment are measured directly at their fair value and are recognised as an expense. Proceeds received on exercise of options, net of any directly attributable transaction costs, are credited to equity.

Pension costs

The Group operates a stakeholder pension plan and also contributes to a number of defined contribution individual pension plans. Contributions in respect of defined contribution pension plans are charged to the consolidated statement of comprehensive income when they are payable.

Currencies

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions.

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is capitalised and recognised as an asset in accordance with IFRS 3 and is tested for impairment annually, or on such occasions that events or changes in circumstances indicate that its value might be impaired.

On disposal of a subsidiary, the attributable amount of goodwill, which has not been subject to impairment, is included in the determination of the profit or loss on disposal.

Positive goodwill arising on acquisitions before the date of the transition to International Financial Reporting Standards has been retained at the previous UK GAAP amount subject to being tested for impairment at that date. Negative goodwill rising on acquisitions before the date of the transition has been credited to retained earnings at the date of transition. Goodwill and other intangible assets which have an indefinite useful life are tested for impairment on an annual basis.

Impairment

At each reporting date, the Group reviews the carrying amount of its tangible and intangible assets including goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the impairment loss is recognised as an expense.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but 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. A reversal of an impairment loss is recognised as income immediately. Impairment losses relating to goodwill are not reversed.

Other intangible fixed assets

Certain software development costs relating to products with distinct and significant revenue streams have been capitalised and are amortised over a maximum of three years.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is charged so as to write-off the cost less residual value over estimated useful lives, using the reducing balance method commencing in the month following the purchase, on the following basis:

Furniture and office equipment 20% reducing balance
Leasehold improvements over the period of the lease

The useful lives and residual values of assets are reviewed annually. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the lease.

The gain or loss arising on the disposal of an asset including disposal costs is recognised in the consolidated statement of comprehensive income.

Work in progress

Work in progress is stated at the lower of cost and net realisable value. Cost comprises direct materials and direct labour costs and attributable overheads that have been incurred up to the balance sheet date. Net realisable value represents the estimate revenue less all estimated costs of completion and necessary selling costs.

Disposal groups held for sale

Disposal groups are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction rather than continuing use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell. Operations closed during the year are classified as a discontinued operation in the consolidated statement of comprehensive income.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's and Company's statements of financial position when the Group or Company has become a party to the contractual provisions of the instrument.

Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised costs using the effective interest rate method, as reduced by appropriate provisions for estimated irrecoverable amounts less provision for impairment. A provision for impairment is accounted for when management deems the specific trade receivable balance not to be collectable. The amount of the impairment loss is recognised in the income statement

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term deposits and liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Bank borrowings

Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement using the effective interest rate method.

Invoice discounting

When trade receivables are discounted the gross amount receivable from customers is included as a current asset within trade receivables, with the advances received from the financiers as borrowings within current liabilities.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that creates a residual interest in the assets of the Group.

Trade payables

Trade payables are stated at their amortised cost less any discount or rebate received.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and the amount has been reliably estimated. Provisions are measured at the Directors'' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

A provision for onerous leases is recognised where the costs of meeting the obligations under a lease contract exceed the economic benefits expected to be received and is measured as the net least cost of exiting the contract, being the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfil it.

Dividends

Dividend distribution to the Company's shareholders is recognised as a liability in the group's financial statements in the period in which the dividends are approved by the Company's shareholders.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Employee Benefit Trust

In accordance with SIC 12 "Consolidation - special purpose entities", the Company includes the assets and liabilities of that truest within its statement of financial position. In the event of the winding up of the Company, neither the shareholders nor the creditors would be entitled to the assets of the employee benefit trust.

Investment in own shares held in connection with the Group's employee share schemes are deducted from the shareholders' funds in accordance with IAS 32 "Financial Instruments - Presentation" until such time as they vest unconditionally to participating employees.

The fair value of employee services received in exchange for the grant of shares is recognised as an expense. The total amount to be expensed annually over the performance period is determined by reference to the fair value of the shares determined at the grant date.

Critical accounting judgements and key sources of estimation uncertainty

The Directors consider the critical accounting estimates and judgements used in the financial statements and concluded that the main areas of judgement are:

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical accounting judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

(a) Critical judgements in applying the Group's accounting policy

In the process of applying the Group's accounting policies which are described above, management has made a significant judgement on the accounting treatment and impairment of investments and related goodwill where the Group owns more than 20% of the ordinary shares of another Company. Management has not had to make any further significant judgements on the amounts recognised in the financial statements.

(b) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:

(a) Investments in subsidiaries and goodwill:

The Company determines whether investments in subsidiaries and the related goodwill arising on consolidation are impaired at least on an annual basis and measures the recoverable amount of the investments whenever there is an indication that the investments may be impaired. This requires an estimated of the value in use of the investments. Estimating the value in use requires the Company to make an estimate of the expected future cash flow from the subsidiaries and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Where there is an indication of impairment, management perform an impairment review to determine the level of provision required.

(b) Calculation of Goodwill:

Goodwill is calculated based on estimated consideration payable to the former shareholders of the acquired subsidiaries. This consideration includes a contingent element which is based on future estimated profits of the subsidiary involved. This requires an initial assessment as to the probability of whether the full amount of the purchase consideration will be payable. These accounting estimates and judgements are based on historical experience and various other assumptions that management and the Board of Directors believe are reasonable under the circumstances and are disclosed in more details in their respective notes. The Group also makes estimates and judgements concerning the future and the resulting estimate may, by definition, vary from the related actual results.

3. Segment analysis

The Group's activities are split into four main operating segments all of which operate from the UK - Technology & Telecoms, Healthcare, Media and Property. These segments are the basis on which information is reported to the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profits earned segment, before exceptional operating costs, amortisation and impairment charges, share-based payment charges, corporate costs, net finance costs and taxation. The Group's Board does not assess assets and liabilities on a segment basis.

Services provided during the year included the provision of marketing consultancy and marketing communications services including corporate identity programmes, advertising campaigns, media planning and buying, marketing literature, research and planning, public relations, exhibitions, web and digital media. There are no major customers.

Savills (L&P) Limited (a subsidiary of Savills Plc) owns 29.70% of the issued ordinary shares of the Company. During the year the Group provided advertising, marketing and media buying services to companies within the Savills Plc group, charged on an arm's length basis, of £2,564,178 (2010: £2,805,828). £8,292 was due from Savills's (L&P) Limited at 31 December 2011 (2010: £153,000). There were no other sales to companies in excess of 10% in the year or 2010.

The segment accounting policies applied in preparing management information are those of the Group's described in note 2.

	2011	2011	2011	2010	2010	2010
	£'000	£'000	£'000	£'000	£'000	£,000
	Total	Discontinued	Continuing	Total	Discontinued	Continuing
Turnover (billings)
Health	1,681	1,681	-	3,389	3,389	-
Technology & telecoms	8,300	-	8,300	7,561	-	7,561
Media	18,633	18,633	-	16,279	16,279	-
Property	1,356	-	1,356	1,421	-	1,421

	29,970	20,314	9,656	28,650	19,668	8,982

Operating income (revenue)
Health	1,141	1,141	-	2,463	2,463	-
Technology & telecoms	4,663	-	4,663	4,580	-	4,580
Media	2,347	2,347	-	2,367	2,367	-
Property	812	-	812	754	-	754

	8,963	3,488	5,475	10,164	4,830	5,334

Operating profit/(loss)
Health	(710)	(710)	-	(469)	(469)	-
Technology & telecoms	499	-	499	1,067	-	1,067
Media	745	745	-	758	758	-
Property	14	-	14	(73)	-	(73)

	548	35	513	1,283	289	994

Unallocated items:
Corporate costs	(1,063)	-	(1,063)	(1,268)	-	(1,268)
Interest expense (net)	(213)	(55)	(158)	(98)	-	(98)
Additional deferred consideration	(738)	-	(738)	-	-	-
Impairment of goodwill	(10,972)	(4,322)	(6,650)	(5,377)	(5,068)	(309)
Exceptional restructuring costs	(810)	(307)	(503)	(322)	-	(322)

Loss before tax	(13,248)	(4,649)	(8,599)	(5,782)	(4,779)	(1,003)

Goodwill impairment charges comprised Health £994,000 (2010- £5,038,000), Media £3,328,000 (2010: Nil), Property Nil (2010: £339,000) and Technology £6,650,000 plus additional deferred consideration expense noted above.

4. Loss from operations

Continuing operations

	2011	2010
	£'000	£'000
The result from continuing operations has been arrived at after charging:

Auditors' remuneration - audit of group and parent	24	35
Auditors' remuneration - audit of subsidiary companies	21	11
Depreciation of property, plant and equipment - owned assets	108	113
Staff costs	4,376	4,647
Property lease rentals	332	124
Dilapidations provision	-	36
Impairment of goodwill	6,650	309
Amortisation/impairment of intangible assets	144	127
Bad debt provisions	(20)	(35)

Discontinued operations

	2011	2010
	£'000	£'000
The result from discontinued operations has been arrived at after charging:

Auditors' remuneration - audit of subsidiary companies	25	9
Depreciation of property, plant and equipment - owned assets	82	37
Staff costs	2,238	2,997
Property lease rentals	241	224
Impairment of goodwill	4,322	5,068
Amortisation of intangible assets	-	-
Bad debt provisions	(10)	(32)

5. Company income statement

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the Company is not presented as part of these accounts. The retained loss for the year of the Company was £14,054,000 after impairment charges against the carrying value of investments in subsidiaries of £14,352,000 (2010: loss - £4,961,000 after impairment charges of £5,063,000).

6. Staff costs

Continuing operations

Staff employment costs were:	2011	2010
	£'000	£'000
Wages and salaries	3,822	3,928
Social security costs	453	431
Other pension costs	101	288

	4,376	4,647

	No.	No.
Average staff numbers by function were:
Account services	64	64
Creative	28	26
Other administration	11	14

	103	104

Discontinued operations

Staff employment costs were:	2011	2010
	£'000	£'000
Wages and salaries	1,964	2,615
Social security costs	232	335
Other pension costs	42	47

	2,238	2,997

	No.	No.
Average staff numbers by function were:
Account service	8	8
Creative	24	25
Media	17	17
Other administration	3	5

	52	55

7. Directors' remuneration

The emoluments (including pension contributions) paid to Directors during the year was as follows:

	Salary & fees	Compensation for loss of office	Pension contribution	2011 Total	2010 Total
	£'000	£'000	£'000	£'000	£'000
Executive Directors
Nick Winks	55	-	-	55	-
Andrew Pearson	78	-	-	78	-
Charles Phillpot (resigned 31 May 2011)	65	190	12	267	189
Peter Linnell (resigned 30 March 2011)	28	71	-	99	115

Non-Executive Directors
Julian Spooner	25	-	-	25	7
Allan Collins	25	-	-	25	21
Aubrey Adams (resigned 14 February 2011)	10	-	-	10	60
Neil Crabb (resigned 31 October 2010)	-	-	-	-	17

	286	261	12	559	409

In addition to the normal remuneration shown above, compensation agreements were concluded with two directors who resigned during the year. Charles Phillpot received £190,000 and Peter Linnell received £71,000. Both these amounts are included in exceptional reorganisation costs for the Continuing Group.

The remuneration of Directors and key executives is decided by the remuneration committee having regard to comparable market statistics. The amount paid to the Directors represents the total paid to key management.

As at 31 December 2011, no Director was accruing benefits under a money purchase scheme (2010: 1). At the year-end no Director had any share options. Share options of directors who resigned in the year lapsed on their resignation.

8. Finance costs

	2011	2010
	£'000	£'000

Bank interest on loans and overdrafts	213	98

Interest paid in relation to continuing operations was £158,000 (2010: £98,000) and on discontinued activities was £55,000 (2010:£nil).

9. Exceptional items

The Group incurred exceptional items on continuing operations as follows:

	2011	2010
	£'000	£'000

Increase in estimated deferred consideration (note 24)	(738)	-
Termination of employment contracts	(290)	-
Onerous lease provision	(213)	-
Legal fees	-	(322)

	(1,241)	(322)

The charge for estimated additional deferred consideration arises from a reassessment of consideration due on the acquisition of bChannels Limited. Because that acquisition was made after 1 January 2009, IFRS 3 (revised) requires that such revisions pass through the income statement. The impairment charge for goodwill was made by management following their reassessment of the carrying value of the technology division (refer to note 14).

Revisions of deferred consideration obligations on earlier acquisitions are required to be adjusted through goodwill (see note 14). Contract termination costs comprise the costs, inclusive of legal costs, of terminating the employment contracts of the former Chief Executive Officer and former Finance Director for £190,000 and £100,000 respectively inclusive of legal costs. The onerous lease provision arose from the decision to close the Health division. Legal fees were incurred in 2010 in defending a case against the company and the former Chief Executive Officer which was settled during that year.

10. Discontinued Operations

The results of the discontinued operations (media and health divisions) included in the consolidated statement of comprehensive income are set out below. The media division, comprising Adventis Media Limited (formerly Adventis Coltman Limited) was sold as disclosed in December 2011 and Adventis Media Two Limited (formerly Adgenda Media Limited) was sold in January 2012. Adventis Health Limited ceased trading in September 2011. The comparative profit and cash flows from discontinued operations have been re-represented to include those operations classified as discontinued in the current year.

	Adventis Health	Adventis Media	Adventis Media Two	2011
	£'000	£'000	£'000	£'000
Profit and loss account
Turnover	1,681	6,786	11,847	20,314
Revenue	540	1,517	1,431	3,488
Operating costs	(1,250)	(1,267)	(936)	(3,453)
Exceptional restructuring costs	(303)	-	-	(303)
Finance costs	(4)	-	(55)	(55)

(Loss)/profit before tax from discontinued operations	(1,017)	250	440	(323)
Loss on re measurement to fair value (note 14)	(994)	(3,254)	(74)	(4,322)
Attributable tax expense from discontinued operations	-	-	4	-

(Loss)/profit from discontinued operations	(2,011)	(3,004)	366	(4,649)


	Adventis Health	Adventis Media	Adventis Media Two	2010
	£'000	£'000	£'000	£'000

Profit and loss account
Turnover	3,489	7,115	9,.064	19,668
Revenue	2,563	710	1,557	4,830
Operating costs	(2,823)	(537)	(1,181)	(4,541)
Finance costs	-	-	-	-

(Loss)/profit before tax from discontinued operations	(260)	173	376	289
Loss on re measurement to fair value (note 14)	(5,068)	-	-	(5,068)
Attributable tax expense from discontinued operations	-	-	95	95

(Loss)/profit from discontinued operations	(5,328)	173	471	4,684


Cash flows

Operating cash flows			(511)	(1,459)
Investing cash flows			(10)	(19)
Financing cash flows			(54)	(2)

Net cash flows			(575)	(1,480)

At 31 December 2011, assets held in disposal groups held for sale were as follows:

	2011
	£'000
Non-current assets:

Goodwill	1,359

Total non-current assets	1,359

Current assets

Trade and other receivables	1,645
Cash	425

Total current assets	2,070

Total assets held in disposal groups held for sale	3,429

At 31 December 2011, liabilities held in disposal groups held for sale were as follows:

	2011
	£'000
Current liabilities:

Payables falling dues within one year	3,235
Bank funding	859

Total current liabilities held in disposal groups held for sale	4,094

Net liabilities held in disposal groups held for sale	(665)

Assets classified as held for sale at 31 December 2011 relates to the sale of Adventis Media Two Limited (formerly Adgenda Media). On 11 January 2012 the sale of its trade and goodwill to a vehicle partially owned by its senior management team for an aggregate consideration of £1,351,000 received in the form of deferred, non-contingent cash consideration of £200,000, settlement of a deferred consideration liability due to a member of the senior management team of £306,000 and £845,000 from the assumption of certain trade and other creditors.

11. Tax on profit on ordinary activities

Analysis of charge in year:

		2011
	Continuing operations	Discontinued operations	Total
	£'000	£'000	£'000
Current tax:
UK corporation tax on loss for the year	-	-	-
Adjustments in respect of previous periods	(4)	-	(4)

Total current tax	(4)	-	(4)

Deferred tax:
Release of deferred tax charge	4	-	4
Origination and reversal of temporary differences	-		-

Total deferred tax
	4		4
Total tax for the year	-	-	-

Analysis of charge in year:

		2010
	Continuing operations	Discontinued operations	Total
	£'000	£'000	£'000
Current tax:
UK corporation tax on (loss)/profits for the year	-	(95)	(95)
Adjustments in respect of previous periods	-	-	-

Total current tax		(95)	(95)

Deferred tax:
Release of deferred tax asset	-	76	76
Origination and reversal of temporary differences	-	-	-

Total deferred tax	-	76	76

Total tax for the year	-	(19)	(19)

Factors affecting tax charge for the year:

The tax assessed for the year is lower than the standard rate of corporation tax in the UK 26.5%. The differences are explained below:

		2011
	Continuing operations	Discontinued operations	Total
	£'000	£'000	£'000
(Loss)/profit on ordinary activities before tax	(8,599)	(4,649)	(6,598)

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 26.5%	(2,279)	(1,231)	(3,510)

Effects of:
Expenses not deductible for tax purposes	1,762	1,145	2,907
Income not taxable	-	-	-
Lower rate of tax	-	-	-
Tax effect of unrecognised deferred tax asset	517	82	599

Total tax for the year	-	4	4

		2010
	Continuing operations	Discontinued operations	Total
	£'000	£'000	£'000
(Loss)/profit on ordinary activities before tax	(1,003)	(4,649)	(13,248)

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 28%	(281)	(1,339)	(1,620)

Effects of:
Expenses not deductible for tax purposes, including impairment	281	1,453	1,734
Income not taxable		(19)	(19)
Lower rate of tax	-	-	-
Adjustments to tax charge in respect of previous periods	-	-	-

Total tax for the year	-	95	95

The standard rate of Corporation Tax in the UK for the year under review was 26.5% (28% to 31 March 2011, 26% thereafter - 2010: 28%). At the balance sheet date, the UK Government had passed legislation reducing this rate to 25% from 1 April 2012. Further reductions have since been proposed to reduce the UK Corporation Tax rate to 24% from 1 April 2012 and by 1% per annum thereafter to 21% by 1 April 2014. These changes in the rates were not substantially enacted by the balance sheet date and where appropriate, deferred tax assets and liabilities have been recognised at a rate of 25%.

12. Dividends

	2011	2010
	£'000	£'000
Amounts recognised as distributions to equity holders in the year:
Final dividend of Nil for 2010 (2009: 0.484p) per share	-	230

	-	230

Recommended final dividend for 2011 of Nil (2010: Nil) per share	-	-

13. Earnings per share

The calculations of the basic and diluted earnings per share are based on the following data:		2011		2010
		£'000		£'000
(Loss) for the year for continuing operations		(8,599)		(1,003)
(Loss) for the year for discontinued operations		(4,649)		(4,779)

(Loss) for the purpose of basic earnings per share		(13,248)		(5,782)

Number of shares
Weighted average number of ordinary shares in issue during the year		48,411,267		48,309,362
Effect of dilutive options		-		-
Effect of dilutive long-term incentive plan		-		-
Effect of dilutive deferred consideration		-		-
Effect of shares held in treasury		-		-

Diluted weighted average number of ordinary shares in issue during the year		48,411,267		48,309,362

(Loss)/earnings per share	13
Basic (loss)/earnings per share (pence)
From continuing operations			(17.80)		(2.04)
From discontinued operations			(9.62)		(9.89)

Total basic earnings per share			(27.42)		(11.93)

As the group made a loss for the year, the effect of the potential dilutive shares is Nil (2010: Nil).

14. Goodwill and other Intangible assets

	2011	2010
	£'000	£'000
Goodwill
At 1 January	18,056	15,641
Additions	-	2,415
Acquistion of subsidiaries - other adjustments	409	-
Transfer to assets held for sale	(4,687)	-

At 31 December	13,778	18,056

Impairment
At 1 January	5,434	57
Impairment charge in the year	10,972	5,377
Transfer to assets held for sale	(3,328)

At 31 December	13,078	5,434

Net book value
At 31 December	700	12,622

The Group was managed as four segments (as detailed in note 3) and each of these segments is a Cash Generating Unit (CGU) for the purposes of IAS 36 disclosure. All goodwill relating to the property CGU has been fully impaired. The goodwill relating to each CGU at 31 December 2011and 2010 was as follows:

	2011	2010
	£'000	£'000
Goodwill
Health	-	994
Media	-	4,976
Technology & telecoms	700	6,652

	700	12,622

Intangible assets - software development costs
Cost at 1 January	369	109
Additions	186	260

At 31 December 2011	555	369

Amortisation at 1 January	(162)	(35)
Charge for year	(63)	-
Impairment	(81)	(127)

At 31 December	(306)	(162)

Net book value at 31 December	249	207


Total	949	12,829

Adjustments to cost amounting to £409,000 arising on previous acquisitions relates to Second2 Limited.

Groups' accounting policy is to review the carrying value of goodwill for impairment annually based on fair value less costs to sell.

During the year impairment charges were recognised to write off the remaining goodwill of £994,000 attributed to the Health division, following a decision to close that segment taken during the year, and to write down the remaining goodwill carried for the Media segment to align with the net proceeds realised in January 2012 from the disposal by Adventis Media Two Limited (formerly Adgenda Media Limited) of its trade and goodwill and Adventis Media Limited (formerly Adventis Coltman Limited). Management further assessed the goodwill in the technology division due to the sale of bChannels Limited and the administration of Second2 Limited and have provided for an impairment of this amounting to £6,650,000.

Certain software development costs were impaired by management following an assessment of their value in use which could not support the carrying value of these assets.

15. Property, plant and equipment

Group 2011	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£'000	£'000
Cost
At 1 January 2011	293	1,384	1,677
Additions	-	131	131
Disposal	-	(1)	(1)

At 31 December 2011	293	1,514	1,807

Accumulated depreciation
At 1 January 2011	131	1,077	1,208
Charge for the year	35	155	190

At 31 December 2011	166	1,232	1,398

Carrying amount
At 31 December 2011	127	282	409


Group 2010	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£000	£000
Cost
At 1 January 2010	277	1,299	1,576
Additions	16	85	101

At 31 December 2010	293	1,384	1,677

Accumulated depreciation
At 1 January 2010	92	966	1,058
Charge for the year	39	111	150

At 31 December 2010	131	1,077	1,208

Carrying amount
At 31 December 2010	162	307	469

Company 2011	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£000	£000
Cost
At 1 January 2011	258	729	987
Additions	-	47	47

At 31 December 2011	258	776	1,034

Accumulated depreciation
At 1 January 2011	89	516	605
Charge for the year	27	54	81

At 31 December 2011	116	570	686

Carrying amount
At 31 December 2011	142	206	348


Company 2010	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£000	£000
Cost
At 1 January 2010	245	673	918
Additions	13	56	69

At 31 December 2010	258	729	987

Accumulated depreciation
At 1 January 2010	56	456	512
Charge for the year	33	60	93

At 31 December 2010	89	516	605

Carrying amount
At 31 December 2010	169	213	382

16. Investments

	2011	2010
	£'000	£'000
Cost
At 1 January	21,186	18,457
Additions	1,167	2,729
Disposals	-	-

At 31 December	22,353	21,186

Impairment
At 1 January	6,597	-
Impairment in the year	14,352	6,597

At 31 December	20,949	6,597

Net book value
At 31 December	1,404	14,589

Additions in the year represent £738,000 additional consideration payable to the management of bChannels Limited under the terms of the acquisition agreement and a further net investment in Second2 Limited of £409,000.

Refer to note 14 for management's assessment of the carrying value of goodwill and investment in subsidiary undertakings.

The principal trading subsidiary undertakings of the Company and their principal activities are shown below. They have share capitals wholly comprising of ordinary shares. All the companies are registered in England and Wales, operate in the UK and are consolidated into the Group accounts.

Name	Ordinary share capital percentage owned	Principal activity
Second2 Limited	100%	Marketing services for B2B Technology clients
bChannels Limited	100%	Marketing services for B2B Technology clients
Gilbert Doyle Oakmont Limited	100%	Marketing services for Property clients
Adventis Media Two Limited (formerly Adgenda Media Limited)	100%	Media planning and buying services
Adventis Media Limited (formerly Adventis Coltman Limited)	100%	Media planning and buying services
Adventis Health Limited	100%	Marketing services for Health clients

On 23 July 2012 the shares in bChannels Limited were sold to its management and a third party investor.

The operations and certain assets and liabilities of Adventis Media Two Limited were sold to its management and a third party investor in January 2012. The company subsequently went into administration on 22 August 2012.

The operations and certain assets and liabilities of Gilbert Doyle Oakmont Limited were sold in June 2012 and the company subsequently went into administration on 22 August 2012.

Adventis Health Limited ceased trading in 2011 and went into administration on 22 August 2012. Certain assets and goodwill were sold to a third party but this party was unable to complete the acquisition and the sale was not concluded.

The operations and certain assets and liabilities of Adventis Media Limited were sold to its management and a third party in December 2011 and the company subsequently went into administration on 22 August 2012.

The operations and certain assets and liabilities of Second2 Limited were sold to its management and a third party in July 2012 and the company subsequently went into administration on 25 July 2012.

17. Trade and other receivables

Group	2011	2010
	£'000	£'000

Trade receivables	2,236	5,081
Provision for bad and doubtful debts	(57)	(87)

	2,179	4,994
Other debtors	448	294
Prepayments and accrued income	215	560

	2,842	5,848


	2011	2010
	£'000	£'000
Provision for bad debts
At 1 January	87	154
Release for year	(30)	(67)

At 31 December	57	87

Other debtors comprise funds held on trust for clients in nominated bank accounts.

Provisions relate to balances greater than three months old where the Directors judge the likelihood of future collection to be impaired.

The average credit period taken on sales of services by the Group is 75 days (2010: 54 days). The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

As at 31 December 2011, the analysis of trade receivables that were past due but not impaired is as follows:

			Past due but not impaired
	Total	Neither past due nor impaired	<60 days	60-150 days	>150 days
	£'000	£'000	£'000	£'000	£'000

As at 31 December 2011	2,236	1,221	565	300	150

As at 31 December 2010	5,081	3,886	699	88	408

Company	2011	2010
	£'000	£'000

Amounts owed by subsidiary undertakings	1,016	165
Other taxation and social security	50	-
Prepayments and accrued income	102	125

	1,168	290

Credit risk

The Group's credit risk is primarily attributable to its trade receivables and cash balances. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

18. Borrowings

Group	2011	2010
	£'000	£'000

Bank overdraft	299	78
Revolving Credit Facility	750	3,000
Invoice discounting facility drawdown	715	-

	1,764	3,078

Company
	2011	2010
	£'000	£'000

Bank overdraft	63	1,171
Bank debt	750	3,000
Invoice discounting facility drawdown	1	-

	814	4,171

Bank indebtedness is secured by fixed and floating charges over all Group assets. Guarantees and debentures are in place against each wholly owned subsidiary in the form of fixed and floating charges in favour of Lloyds TSB.

The Group operated with a combination of overdraft and confidential invoice discounting facilities which were secured and uncommitted facilities, which was repayable on demand. The aggregate facility limit was reviewed frequently and re-set according to the Group's projected short term working capital needs and the bank's assessment of its security position. Interest was charged on borrowings under these facilities based on a margin of 4.75% over bank base rate. Post year end the secured debt was sold to a third party (refer to note 31 for details).

19. Share capital

	2011	2011	2010	2010
	£'000	No of shares	£,000	No of shares
Called up, allotted and fully paid
Ordinary shares of 0.25 pence each	121	48,411,267	121	48,411,267

At 31^st December 2011 no share options were outstanding (2010: 22,993,826).

20. Treasury stock

At 31 December 2011 728,953 ordinary shares were held in treasury stock (2010: 728,953 shares) with a market value at 31 December 2011 of £5,832 (2010: £49,423). This represents 1.50 % of the issued share capital (2010: 1.50%).

21. Share based payments

Throughout the year ended 31 December 2011, the Company had the following share options in issue:

Enterprise Management Incentive Scheme

The Enterprise Management Incentive Scheme is an unapproved scheme under which certain staff are eligible to participate.

The options were cancelled during the year as the relevant staff left the company. The charge to profit and loss had been previously accounted for.

Date of grant of options	Number of options	Granted in year	Cancelled in year	Exercised in year	At end of year	Price per share	Exercise period

01/07/04	780,731	-	780,731	-	-	28.5p	01/07/07 to 01/07/14
01/07/05	135,645	-	135,645	-	-	31.5p	01/07/08 to 01/07/15
01/07/06	378,333	-	378,333	-	-	40.37p	01/07/09 to 01/07/16
16/05/07	51,769	-	51,769	-	-	60.45p	16/05/10 to 16/5/17
05/09/08	32,500	-	32,500	-	-	23p	05/09/11 to 05/09/18

	1,378,978	-	1,378,978	-	-

Management estimated the fair value of these options using a binominal option-pricing model with assumptions shown below:

Date of grant of options	07/07/04	01/07/05	01/07/06	16/05/07	05/09/08

Fair value at measurement date	3p	3p	4p	1.65p	3p
Share price	28.5p	31.5p	40.37p	60.45p	23p
Risk free rate	4.50%	4.50%	4.50%	4.50%	4.50%
Dividend yield	1.70%	1.70%	1.70%	1.70%	1.70%
Volatility	12.30%	12.30%	12.30%	12.30%	12.30%

The Executive Share Option Scheme

The Executive Share Option Scheme is an unapproved scheme under which Directors are eligible to participate.

The options were cancelled in the year following the resignation of the relevant Director. The charge to profit or loss had previously been fully accounted for.

Date of grant of options	Number of options	Granted in year	Cancelled in year	Exercised in year	At end of year	Price per share	Exercise period

01/07/04	140,350	-	140,350	-	-	28.5p	01/07/07 to 01/07/14
11/06/07	83,738	-	83,738	-	-	53.5p	11/05/10 to 11/06/17
11/06/08	107,692	-	107,692	-	-	26p	11/06/11 to 11/06/18

	331,780		331,780		-

Management estimate the fair value of these options using a binomial option-pricing model with assumptions shown below:

Date of grant of options	01/07/04	11/06/07	11/06/08

Fair value at measurement date	3p	2.39p	3p
Stock value	28.5p	53.5p	26p
Risk free rate	4.50%	4.50%	4.50%
Dividend yield	1.70%	1.70%	1.70%
Volatility	12.30%	12.30%	12.30%

The Long Term Incentive Scheme

The Long Term Incentive Scheme is a scheme designed to incentive Directors. The grants are for actual shares with a three year vesting period and the crystallisation of the final award is dependent on the financial performance of the Group during the vesting period. The fair value is based on the market value of the share on the date of the grant.

				Number of shares granted

Outstanding at 1 January 2011				1,431,253
Vesting and issued in year				-
Lapsed in year				(1,431,253)

Outstanding 31 December 2011				-

A total charge of Nil (2010: Nil) for all options and long term incentive scheme shares was recorded in the Consolidated Statement of Comprehensive Income for the year ended 31 December 2011, for expenses arising from share based payments. Following the resignation of the directors in 2011 to whom share options and incentive scheme shares had been granted, the outstanding share options have lapsed.

22. Employee benefit trust

On 18 October 2006 shareholders approved the establishment by the Company of the Adventis Group Employee Benefit Trust (the "EBT") as part of the Company's employee incentive arrangements. In December 2006 the Company transferred £20,100 being the initial advance to Abacus Corporate Trustee Limited, trustee of the EBT. In January 2007 the EBT acquired 25,180 Ordinary Shares for £9,933. In January 2009 the EBT acquired a further 40,000 shares for £13,332. Following these acquisitions the EBT is interested in 65,180 Ordinary Shares representing 0.0013% of the Ordinary Shares in issue at 31 December 2011. The potential beneficiaries of the EBT included the executive directors and employees of the Group and their respective families.

The EBT was established to accumulate shares to satisfy, wholly or in part obligations under share schemes such as the LTIP. The Directors' Report includes details of specific LTIP grants made up to 31 December 2010 and these will vest depending on the Group results during the years 2007-2011. The Shared Based Payment charge in the Company's Income Statement includes a gross charge of £nil relating to the LTIP.

In accordance with the requirements of SIC 12 "Consolidation - special purpose entities" and IAS 32, the assets and liabilities of the EBT have been included in the Company's and Group's accounts resulting in the inclusion of £23,265 shares and £23,265 retained earnings.

For the year ended 31 December 2011, no transactions were undertaken by the EBT. The market value of ordinary shares held in the EBT at 31 December 2011 was Nil (2010: £4,419).

23. Deferred taxation

Deferred tax assets
Group	2011	2010
	£'000	£'000

Tax losses	-	4

	-	4

Asset at start of year	4	78
Opening balance adjustment	(4)	2
Deferred tax credit in the income statement for the year	-	(76)

Asset at end of year	-	4

The deferred tax assets relates to tax losses which are being utilised annually.

Deferred tax liabilities
Group	2011	2010
	£'000	£'000
Accelerated capital allowances	-	17
Short term temporary differences	-	(13)

Provision for deferred tax	-	4

Deferred tax charge in the income statement for year	(4)	-
Provision at start of year	4	4

Provision at end of year	-	4

Company
Accelerated capital allowances	-	17
Short term temporary differences	-	(13)

Provision for deferred tax	-	4

Deferred tax charge in the income statement for year	(4)	-
Provision at start of year	4	4

Provision at end of year	-	4

24. Deferred consideration

Group and Company
	2011	2010
	£'000	£'000
Amounts payable:
Within one year	1,569	1,578
In the second to fifth years inclusive	1,374	1,092

	2,943	2,670

The deferred consideration relates largely to the purchases of Second2 Limited on 10 June 2008 and bChannels Limited on 2 February 2010. The consideration due in more than one year will be calculated based on the pre-tax profits of bChannels Limited for the two years ending 31 December 2013 and so is subject to periodic revision.

During the year the estimated deferred consideration payable in respect of bChannels Limited was increased by £738,000 and the estimated deferred consideration payable in respect of Second2 Limited was reduced by £71,000 based on financial results for the year ended 31 December 2011. Deferred consideration payments of £394,000 were made in the year. Refer to note 28 for details of settlements made.

Following the year end £306,000 of deferred consideration due within one year was settled as part of the disposal of the trade and goodwill of Adventis Media Two Limited (formerly Adgenda Media Limited).

25. Trade and other payables

Group	2011	2010
	£'000	£'000

Trade payables	2,418	2,999
Other taxation and social security	384	663
Accruals and deferred income	1,393	2,190
Other payables	-	65

	4,195	5,917

Company	2011	2010
	£'000	£'000

Trade payables	187	241
Other taxation and social security	22	16
Accruals and deferred income	438	396
Due to subsidiary undertakings	6,395	1,805

	7,402	2,458

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

26 Provisions for liabilities and charges

	Group	Group	Company	Company
	2011	2010	2011	2010
	£'000	£'000	£'000	£'000

At 1 January	-	-	-	-
Additional provision in the year	213	-	213	-

At 31 December	213	-	213	-

The provision consists of £213,000 (2010: £nil) for the onerous lease provision on the UK leasehold property.

27. Operating lease commitments

At the balance sheet date, the Group and Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

	Group		Land and buildings 2011		Land and buildings 2010
			£'000		£'000
	Total rentals payable on leases:
Within one year		210		368
Within two to five years		1,020		1,170
Over five years		1,530		1,785

			2,760		3,323


	Company		Land and buildings 2011		Land and buildings 2010
			£'000		£'000
	Total rentals payable on leases:
	Within one year		210		318
	Within two to five years		1,020		1,020
	Over five years		1,530		1,785

			2,760		3,123

The principal property lease commitment is for Adventis House in Beaconsfield which commenced in April 2007 for a 15 year period. The annual rent is currently £210,000 rising in stages to £255,000.

On 30 November 2012, agreement was reached with the Beaconsfield landlord to surrender the lease by 24 January 2013.

28. Settlements relating to acquisitions

Deferred consideration due on acquisitions completed prior to 2011 has been settled in the year as follows:

· Second2 Limited, originally announced on 10 June 2008, deferred consideration of £171,989 based on 2010 results.

· bChannels Limited, originally announced on 1 January 2010, deferred consideration of £221,810 based on 2010 results.

29. Related party transactions

Amounts owed by and (due to) Adventis Group Plc to its wholly owned subsidiaries representing advances and recharged management fees:

	31 December 2011	31 December 2010
	£'000	£'000

Second2 Limited	2,071	54
bChannels Limited	877	-
Adventis Media Two Limited (formerly Adgenda Media Limited)	1,089	200
Adventis Media Limited (formerly Adventis Coltman Limited)	1,707	788
Gilbert Doyle Oakmont Limited	51	-
Premium Media Limited	-	300
Property Marketing Company Limited	50	50
Adventis Health Limited	79	600
Roundhouse Limited	-	400
Adventis Integrated Limited	(121)	(83)
MDC Limited	(60)	(60)
Unallocated group tax relief	(364)	(609)

	5,379	1,640

There has been no impairment of any of the intercompany balances.

Management fees were charged by Adventis Group plc to its wholly owned subsidiaries is as follows;

	31 December 2011	31 December 2010
	£'000	£'000

Second2 Limited	177	-
Adventis Media Two Limited (formerly Adgenda Media Limited)	154	62
Adventis Media Limited (formerly Adventis Coltman Limited)	68	44
Gilbert Doyle Oakmont Limited	98	180
Premium Media Limited	-	37
Adventis Health Limited	4	-
Adventis Integrated Limited	37	-
	_______	________
	538	324

30. Financial risk management

The Company's and Group's operations expose it to a limited level of credit and liquidity risk. There is little financial risk arising from the effects of changes in market prices of commodities based on its current client sectors. Interest rate risk exists on bank borrowings.

The Company and Group does not use derivative financial instruments to management interest rate costs, and no hedge accounting is thus applied. Given the size of the Group, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board.

The Company's and Group's finance department implemented the policies set by the Board of Directors. The department has guidelines agreed by the Directors to manage interest rate risk, credit risk and circumstances where it would be appropriate to use financial instruments to management these.

Price risk

The Company and Group have little exposure to commodity price risk as a result of its operations. The Company and Group have no exposure to equity securities price risk as it holds no listed or other equity investment, other than subsidiary undertakings.

Credit risk

The Company and Group have implemented policies that require appropriate credit checks on potential customers before new accounts are accepted. The amount of exposure to any individual client is subject to a limit, which is reassessed annually by management. Credit insurance cover is also in place to cover selected businesses and circumstances. There is no debtor with more than 10% of the outstanding net trade debtor balance (2010: none).

Liquidity risk

The Company and Group actively maintains a treasury system that maintains a net credit position and is designed to ensure the Company and Group have sufficient available funds for operations and planned expansions.

Interest rate risk

The Company and Group's exposure to changes in interest rate risk relates primarily to interest-earnings financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Company and Group on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates. If interest rates had been 1% higher/lower and all other variances were held constant, the Company and Group's (loss)/profit for the year would decrease or increase by £22,000 (2010: £30,000). Variable interest rates are based on LIBOR plus a margin.

Foreign currency risk

The Company and Group incurs foreign currency risk on sales and purchases that are denominated in currencies other than Sterling. The principal currency giving rise to this risk was Euro. At present, the Company and Group does not have any formal policy for hedging against exchange exposure. The Company and Group may, when necessary, enter into foreign currency forward contracts to hedge against exposure from foreign currencies fluctuations. As at 31 December 2011 and 2010, the Company and Group have had no exposure to foreign currency risk. The Company and Group has assessed the impact of changes in exchange rates as being immaterial.

Capital risk management

The Company and Group manages its capital to ensure the entities in the Company and Group will be able to continue on a going concern on a long term basis while ensuring the optimal return to shareholders and other stakeholders through an effective debt and equity balance.

The capital structure of the Company and Group consists of equity attributable to equity holders of the Company, less cash and bank balances. The Management reviews the capital structure and makes adjustment to it in the light of changes in economic conditions.

Bank facility risk

The bank facilities available to the Company and Group were subject to a number of conditions and the previous Directors monitored these conditions to ensure that they were in compliance, and regularly met with bank representative to discuss business progress, cash flow projections and compliance with bank conditions and covenants. The Company and Group believed it was doing everything possible to minimise the risk of breaching contractual arrangements with its bankers and of minimising the cost of these arrangements.

The Company and Group's capital employed is funded by equity attributable to equity shareholders of the Company and net debt as follows:

Group	2011	2010
	£'000	£'000

Bank borrowings	1,764	3,078

Net debt	1,764	3,078
Total equity	1,124	7,722

Capital Employed	2,888	10,800


Company	2011	2010
	£'000	£'000

Bank borrowings	751	4,171
Less: cash and bank balances	-	-

Net debt	751	4,171
Total equity	(516)	5,962

Capital Employed	235	10,133

Other financial assets and liabilities

The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair value.

Financial assets and liabilities by category

Group	Loans and receivables/other financial liabilities	Loans and receivables/other financial liabilities
	2011	2010
	£'000	£'000
Financial assets:
Trade and other receivables	2,842	5,848

Total financial assets	2,842	5,848

Financial liabilities:
Trade and other payables	4,408	5,917
Bank loans and borrowings	1,764	3,078

Total financial liabilities	6,172	8,995

Company	Loans and receivables/other financial liabilities	Loans and receivables/other financial liabilities
	2011	2010
	£'000	£'000
Financial assets:
Cash and cash equivalents	-	-
Trade and other receivables	1,168	290

Total financial assets	1,168	290

Financial liabilities:
Trade and other payables	10,176	5,112
Bank loans and borrowings	751	4,171

Total financial liabilities	10,927	9,283

31. Post balance sheet events

On 11 May 2012 the Group announced that discussions regarding an equity fundraising to raise net funds of approximately £3million had been terminated and that it was in discussion with its bank regarding its facilities and future support. The Group engaged advisers to secure a sale of the Technology division and bChannels Limited was sold to its management and a third party investor on 23 July 2012. The operations and certain of the assets of Second2 Limited were sold to its management and a third party investor for £200,000 and the assumption of certain liabilities amounting to a maximum of £387,759. Following this sale, Second2 Limited went into creditor's voluntary liquidation on 25 July 2012. On 13 June 2012 the Group was informed by the lenders, Lloyds Bank Group plc, that they had sold the Company's debt to a third party, an entity controlled by RCapital Partners LLP.

On 19 June 2012 the Group sold the business and assets of Gilbert Doyle Oakmont Limited for £10,000 following which the company went into creditor's voluntary liquidation.

On 23 July 2012 the Company entered into administration.

On 30 November 2012, agreement was reached with the landlord for Adventis House in Beaconsfield to surrender the lease by 24 January 2013.

On 3 December 2012 the Company agreed terms with the assignee of the Lloyds Bank Group plc debt for the settlement and release of the security held by it over the assets of the Company.

On 19 December 2012 at a General Meeting of the Company, approval was obtained for the following:

i) Enter into a Company Voluntary Arrangement to satisfy the Company's preferential and unsecured creditors in full;

iii) Authorities to dis-apply shareholders' pre-emption rights up to an aggregate nominal amount of £200,000; in working capital;

iv) Fundamental change of business to that of an investing company in the natural resources sector; and

v) Change of Company name to Reabold Resources Plc to reflect the investing nature of the Company.

In addition on 19 December 2012, the Company entered into the Loan Notes with Saltwind providing funding up to £260,000, of which amount approximately £201,000 has been drawn down by the Company to date in order to fund the CVA and other associated costs, including legal, auditing and advisor fees.. Details of the Loan Notes are set out in the Chairman's Statement

32. Ultimate controlling party

There is no single ultimate controlling party.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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