Half-yearly Report

RNS Number : 6159E

TV Commerce Holdings PLC

30 September 2008

 



TV COMMERCE HOLDINGS PLC (THE 'COMPANY')

HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2008

TV Commerce Holdings plc is pleased to announce its half-yearly results for the six months ended 30 June 2008.

CHAIRMAN'S STATEMENT

As we announced on 10 September 2008, it is proposed that the Company becomes an investing company, pursuant to the AIM Rules for Companies with an investing strategy, shareholder consent for which is being sought at the Annual General Meeting to be held later today. Conditional upon this consent, the Company will continue to seek investment opportunities and further announcements will be made in this respect in due course.

We also announced that the Company is proposing a capital reorganisation and fund raising, shareholder consent for which is also is being sought at an Extraordinary General Meeting, also to be held later today.

Shareholders should be aware that, whilst the Company has received limited financial support from a substantial shareholder to meet a shortfall against present requirements, should the resolutions put to shareholders at the AGM and EGM later today not be passed then the Directors are not satisfied the Company will continue to be able to meet its liabilities when they fall due. In the absence of alternative sources of finance, the Company may not be able to continue to operate.

The Company's financial results for the six months ended 30 June 2008 are set out below.

Andrew Mintern

Chairman

30 September 2008 

For further information contact:

Vince Stanzione, CEO	TV Commerce Holdings plc	Tel: [phone]
David Newton, Nominated Adviser	Dowgate Capital Advisers Ltd	Tel: [phone]
Neil Badger, Broker	Dowgate Capital Stockbrokers Ltd	Tel: [phone]

CONSOLIDATED INCOME STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2008

		Six months ended	Six months ended	Year ended
		30 Jun 08	30 Jun 07	31 Dec 07
		Unaudited	Unaudited	Audited
		£	£	£
	Note
Discontinued Operations Revenue :		-	209,381	199,724
Cost of sales		-	(123,954)	(114,576)
		------------	------------	------------
Gross profit		-	85,427	85,148
		------------	------------	------------
Other operating income		-	41,528	38,436
Administrative expenses		(25,078)	(166,603)	(238,006)
		------------	------------	------------
Loss before operations		(25,078)	(39,648)	(114,422)
		------------	------------	------------
Finance revenue		3,252	4,104	14,555
Finance Costs		-	-	(493)
		------------	------------	------------
Loss before tax		(21,826)	(35,544)	(100,360)
Taxes		-	-	-
		------------	------------	------------
Loss for the period from discontinued operations		(21,826)	(35,544)	(100,360)
		------------	------------	------------
Attributable to:
Equity holders of the Group		(21,826)	(35,544)	(100,360)
Earnings per share	5
Discontinued operations		(0.03)	(0.06)	(0.16)

CONSOLIDATED BALANCE SHEET

FOR THE SIX MONTHS ENDED 30 JUNE 2008

	Unaudited	Unaudited	Audited
	30 Jun 08	30 Jun 07	31 Dec 07
	£	£	£
Non-current assets
Property, plant and equipment	-	-	-
	------------	------------	------------
	-	-	-
Current assets
Trade and other receivables	-	-	-
Cash and cash equivalents	-	-	-
	------------	------------	------------
Disposal Group held for Sale	3,031	523,610	441,135
	------------	------------	------------
Total Assets	3,031	523,610	441,135
	=======	=======	=======
EQUITY AND LIABILITIES
Called-up share capital	64,180	641,796	641,796
Share premium account	-	624,066	624,066
Merger reserve	66,351	66,351	66,351
Retained earnings	(160,105)	(875,243)	(940,059)
	------------	------------	------------
Total equity	(29,574)	456,970	392,154
	------------	------------	------------
Current liabilities
Trade and other payables	-	-	-
	------------	------------	------------
	-	-	-
	------------	------------	------------
	------------	------------	------------
Disposal Group held for sale	32,605	66,640	48,981
	------------	------------	------------
Non-Current liabilities
Long-term borrowings	-	-	-
	------------	------------	------------
	-	-	-
	------------	------------	------------
Total Liabilities	32,605	66,640	48,981
	------------	------------	------------
Total Equity and Liabilities	3,031	523,610	441,135
	=======	=======	=======

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2008

	Share  capital	Share premium	Merger reserve	Retained Earnings	Unaudited Total
	£	£	£		£
Balance at 1 January 2007	641,796	624,066	66,351	(839,699)	492,514
Loss for the period attributable to equity holders	-	-	-	(35,544)	(35,544)
	------------	------------	------------	------------	------------
Balance at 30 June 2007	641,796	624,066	66,351	(875,243)	456,970
	------------	------------	------------	------------	------------
Balance at 1 January 2008	641,796	624,066	66,351	(940,058)	392,155
Loss for the period attributable to equity holders	-	-	-	(21,826)	(21,826)
Capital reduction	(577,616)	(624,066)	-	1,201,682	-
Capital distribution	-	-	-	(399,903)	(399,903)
	------------	------------	------------	------------	------------
Balance at 30 June 2008	64,180	-	66,351	(160,105)	(29,574)
	=======	=======	=======	=======	=======

CONSOLIDATED CASH FLOW STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2008

	Six months ended		Six months ended	Year ended
	30 Jun 08		30 Jun 07	31 Dec 07
	Unaudited		Unaudited	Unaudited
	£		£	£
Cash Flows from discontinued operating Activities
Cash outflow from operations
Loss before tax		(21,826)	(35,544)	(100,360)
Finance revenue		(3,252)	(4,103)	(14,555)
Finance cost		-	-	493
Depreciation		-	3,092	-
Decrease in trade and other receivables		2,888	387,850	423,706
Decrease in trade and other payables		(16,376)	(139,250)	(156,909)
Loss on disposal of assets		-	(41,528)	(38,436)
		------------	------------	------------
Net cash generated/(outflow) from operations		(38,566)	170,517	113,939
		=======	=======	=======
Cash flows from investing activities
Purchase of property, plant and equipment		-	-	-
Disposal of property, plant and equipment		-	48,936	48,936
Interest received		3,252	4,103	14,555
Interest paid		-	-	(493)
		------------	------------	------------
Net cash generated in investing activities		3,252	53,039	62,998
		------------	------------	------------
Cash flows from financing activities
Capital distribution		(399,903)	-	-
		------------	------------	------------
Net cash used in financing activities		(399,903)	-	-
		------------	------------	------------
Net increase/(decrease) in cash and cash equivalents		(435,217)	223,556	176,937
Cash and cash equivalents ay beginning of year		438,247	261,310	261,310
		------------	------------	------------
Cash and cash equivalents at end of year		3,030	484,866	438,247
		=======	=======	=======

NOTES TO THE HALF-YEARLY REPORT

FOR THE SIX MONTHS ENDED 30 JUNE 2008

1 Financial Information and Basis of Preparation

The unaudited financial information comprises the consolidated half-yearly balance sheets as at 30 June 2008 and 30 June 2007 and the related consolidated half-yearly statements of income, change in equity and cash flows and related notes for six months ended (hereinafter referred to as the 'financial information').

The financial information, including the comparative figures for the year ended 31 December 2007, do not constitute statutory financial statements for the purposes of Section 240 of the Companies Act 1985. A copy of the statutory financial statements for the year ended 31 December 2007, prepared in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS) as adopted by the European Union, has been delivered to the Registrar of Companies and contained an unqualified auditors' report in accordance with Section 235 of the Companies Act 1985.

The half-yearly financial information has been prepared in accordance with the recognition and measurement requirements of IFRS as endorsed by the European Union. The Directors do not consider that there are any changes to the Group's accounting policies set out in the 2007 Annual Report. As permitted, the Group has chosen not to adopt IAS 34 'Interim Financial Statements' in preparing this half-yearly financial information.

2 Going Concern

The half-yearly financial information has been prepared on the basis that the Group is not a going concern following a decision to cease trading activities on 28 February 2007. A revised investment strategy was approved by the shareholders at last the Annual General Meeting. In line with AIM Rule 15, the Group will then have 12 months from the date of the last Annual General Meeting to implement its investing strategy or complete a reverse takeover.

Following the return of capital to Shareholders on 17 March 2008, the Company requires additional working capital in order to fund existing working capital requirements and to conduct due diligence on potential acquisition opportunities. The Board is in discussions with its key shareholders and other providers of finance with a view to a fundraising which, as a result, has led to the publication of a circular convening an Extraordinary General Meeting to seek the approval of shareholders. In the short term, the Company will receive limited financial support from a substantial shareholder to meet a shortfall against present requirements, however the Directors are not satisfied the Company will continue to meet its liabilities when they fall due and are carrying out a more detailed investigation to determine the Company's financial position. In the absence of alternative sources of finance the Company may not be able to continue to operate.

3 Basis of Consolidation

The half-yearly financial information consolidates the Financial Statements of TV Commerce Holdings PLC and all its subsidiary undertakings made up to 31 June 2008 accounted for under merger accounting. Profits and losses on intra-group transactions are eliminated on consolidation.

4 Capital Reduction

On 23 January 2008, Court approved a capital reorganisation within the Company. This reduced the authorised share capital of the Company from £1,250,000 divided into 125,000,000 Ordinary Shares of 0.1p each and 1,125,000,000 Deferred Shares of 0.1p each to £125,000 divided into 125,000,000 Ordinary Shares of 0.1p each and cancelled the share premium account of the Company.  

As a result the issued share capital decreased from £641,796 divided into 64,179,932 Ordinary Shares of 0.1p each and 577,616,688 Deferred Shares of 0.1p to £64,180 divided into 64,179,932 Ordinary Shares of 0.1p each.  

The resolution also required, conditional to the Court's approval to the capital reorganisation, that the amount standing to the credit of the share premium account be cancelled; and that the Deferred Shares also to be cancelled and extinguished.

On 17 March 2008, £399,903.29 was returned to shareholders via a payment of 0.6231p per share in relation to the capital reduction.

5 Earnings Per Share

The calculation of the basic and diluted earnings per share is based on the following data:

	30 Jun 08	30 Jun 07	31 Dec 07
	£	£	£
Discontinuing activities	(21,826)	(35,544)	(100,360)
	------------	------------	------------
Number of shares	30 Jun 08	30 Jun 07	31 Dec 06
Weighted average number of shares	64,179,632	64,179,632	64,179,632
	------------	------------	------------

 

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