Preliminary Statement

Netcentric Systems PLC 31 January 2001 Netcentric Systems PLC Preliminary Results for the year ended 30 September 2000 Chairman's Statement Results for the year ended 30 September 2000 For the year under review, the Group has recorded a loss before tax of £ 4,160,000 (1999: Loss - £656,000). The significant increase in the losses are primarily as a result of the transitionary nature of the Group's activities during the year which are reviewed in more detail below, but which include only two months activity of the current core business. Review The year ended 30th September, 2000 was a particularly significant year for your Company. In July 2000, Netcentric Systems Limited, was acquired and the Company's name changed to reflect the change of focus of the Company's principal activities from property investment to the development and sales of web content management systems. Prior to this event, the majority of the distribution businesses, previously owned by the Company were sold and the Company's Isle of Man base closed down. Following the acquisition of Netcentric Systems Limited, the operational base was transferred from London to Cambridge and the rationalisation of the Group's investment property portfolio in anticipation of its disposal commenced. As a consequence of the radical changes which have been implemented, the results reported today include only two months trading of the Group's new business and include a significant amount of exceptional expenditure which is not likely to be incurred again. The board, in conjunction with its professional advisers, has now completed an appraisal of the Group's property portfolio in order to assess how best to maximise the amount realisable on disposal . Accordingly, the directors have made a provision of £1.4m against the book values of the investment properties held by the Group in order to bring these in line with what is considered to be realisable in the short term. Furthermore, an additional provision has been made to cover the costs of early repayment of loans used to finance the acquisition of the property portfolio. I am pleased to report that the property disposal programme is now well under way with many of the properties being under offer. As mentioned earlier in my report, in July 2000 the Company acquired the entire share capital of Netcentric Systems Limited, a company which has developed a software product under the name of LYCHEE. LYCHEE enables a company to take full control of its web publishing strategy. By simply using a browser, it allows content owners to input and update their corporate websites without the need for technical knowledge and understanding complex web mark-up languages (e.g. HTML). The market for web content management systems is expected to increase considerably over the next few years. Market research shows the worldwide content management systems market as growing from $400 million in 2000 to $2.5 billion in 2002. B2B software spend grows 'in tandem' with the entire e-commerce market, but big challenges exist in available resources, content update, obtaining content from within an organisation, workflow and author controls to support the high growth levels. In fact, when asked to describe the biggest challenges in managing content, 44% of respondents cited insufficient resources and 38% cited content update and timeliness problems. It is precisely these questions that LYCHEE addresses and for which it provides definitive solutions. I believe that this acquisition represents the beginning of an exciting future for your Company although its full potential is not reflected in the financial statements under review. Current and future prospects Since the acquisition of Netcentric Systems Limited there have been some encouraging signs within the Company's new business with a sale of LYCHEE being made to Workthing.com, part of the Guardian Media Group. The development of the next version of the LYCHEE product which is expected to result in an increase in sales as a result of its improved functionability has been delayed until the second quarter of 2001 in order to ensure that LYCHEE 4 has all the requirements that the market place is now demanding. The sales and marketing capability had been considerably expanded in advance of the launch of the new version and is currently targeting the current version of LYCHEE into the intranet marketplace. The intranet market sector was identified at the end of last year and has the advantages of being ideally suited to the current product's capability and represents a target market of both large and medium sized companies. Furthermore, we have been able to take advantage of an opportunity to recruit a dedicated team of consultants with specialised knowledge of the corporate intranet market to implement the move without delay. It is the view of the Company that the intranet marketplace is attractive both in terms of size and, at least in the short term, its potential to provide a larger marketplace than that of companies with external websites. The initial reaction to the Company's new strategic thrust has been positive with an encouraging level of interest being shown by potential customers. It is anticipated that the Company will benefit from the ability to cross sell its products into related internet, intranet or extranet environments once a customer relationship has been established. Outlook The initial indications for the current year have been positive and a number of exciting initiatives, which have only recently commenced, have yet to yield their full potential. I therefore very much look forward to the year ahead and would like to take this opportunity of thanking everyone involved with the Group for all their efforts during the last year. Robert Williams Chairman GROUP PROFIT AND LOSS ACCOUNT For the year ended 30 September 2000 2000 1999 £'000 £'000 Audited Audited TURNOVER Continuing operations 824 42 Acquisitions 41 - 865 42 Discontinued operations 1,840 10,785 TOTAL TURNOVER 2,705 10,827 OPERATING LOSS Continuing operations (975) 36 Acquisitions (362) - (1,337) 36 Discontinued operations 42 (161) (1,295) (125) Exceptional operating costs (1,657) (234) TOTAL OPERATING LOSS (2,952) (359) Loss on disposal of subsidiaries (661) (118) Profit on disposal of business 35 29 LOSS ON ORDINARY ACTIVITIES BEFORE (3,578) (448) INTEREST Interest income 35 10 Interest payable and similar charges (617) (218) LOSS ON ORDINARY ACTIVITIES BEFORE (4,160) (656) TAXATION Taxation (25) 26 LOSS FOR THE YEAR (4,185) (630) Loss per share - basic (3.25)p (0.8)p - diluted (3.24)p (0.8)p A Statement of Total Recognised Gains or Losses has not been prepared as there are no recognised gains or losses during the year other than as disclosed in the profit and loss account above. GROUP BALANCE SHEET As at 30 September 2000 2000 1999 £'000 £'000 Audited Audited FIXED ASSETS Intangible assets 5,133 - Tangible assets 8,102 10,341 Investments - 541 13,235 10,882 CURRENT ASSETS Stock - 1,581 Debtors: amounts falling due within one year 483 1,324 Cash at bank 3,662 67 4,145 2,972 CREDITORS: Amounts falling due within one year (1,742) (2,451) NET CURRENT ASSETS 2,403 521 TOTAL ASSETS LESS CURRENT LIABILITIES 15,638 11,403 CREDITORS: Amounts falling due after more than (3,947) (4,919) one year 11,691 6,484 CAPITAL AND RESERVES Called up share capital 12,737 4,762 Reserves (1,046) 1,722 SHAREHOLDERS' FUNDS 11,691 6,484 The financial statement was approved by the board of directors on 30 January 2001. Additional information to the preliminary announcement. 1. SEGMENTAL ANALYSIS BY CLASS OF BUSINESS -------------2000------------- -----------1999-------- £'000 £'000 £'000 £'000 £'000 £'000 Distribution 1,840 42 - 10,785 589 2,052 Investment 824 (1,415) 3218 42 (215) 2,943 properties IT Solutions 41 (362) 8473 - - - Common costs - (2,425) - - (1,030) 1,489 2,705 (4,160) 11,691 10,827 (656) 6,484 The Distribution businesses were discontinued during the year and the IT solutions business was acquired during the year. 2. EXCEPTIONAL OPERATING COSTS Exceptional operating costs in connection with continuing activities comprise: 2000 1999 £'000 £'000 Provision against carrying value of property 1,400 146 Provision against carrying value of - 88 investment Compensation for loss of office 257 - 1,657 234 3. RESERVES Share Capital Profit to be Share redemption Revaluation and loss issued premium reserve reserve account Total £'000 £'000 £'000 £'000 £'000 £'000 1 October 1999 - 1,210 279 516 (283) 1,722 Arising in year 2,000 10 - - - 2,010 Shares issue costs - (937) - - - (937) Loss for the year - - - - (4,185) (4,185) Goodwill written back on disposals - - - - 344 344 30 September 2000 2,000 283 279 516 (4,124) (1,046) Notes to the accounts 1 Financial Information The financial information set out above does not constitute statutory accounts within the meaning of Section 6 and Schedule 1 of the Isle of Man Companies Act 1982. Statutory financial statements for the financial year ended 30 September 2000 will be delivered to the Registrar of Companies and sent to the shareholders shortly. An unqualified auditors' report has been made in such financial statements, however, the report does contain a paragraph with regard to fundamental uncertainty - going concern in relation to the ability of the Group to raise sufficient funds to meet its working capital requirements through the sale of its investment properties and cashflows from operations. The financial statements have been prepared on a going concern basis which assumes that the Company and all of its subsidiary undertakings will continue in operational existence for the foreseeable future having adequate funds to meet their obligations as they fall due. The validity of the going concern basis is dependent upon the ability of the Group to raise sufficient funds to meet its working capital requirements through, inter alia, the sale of its investment properties and from its trading operations. The directors, having considered the adequacy of the Group's working capital requirements for the next twelve months, have concluded that it is appropriate for the financial statements to be prepared on a going concern basis. The results of the year ended 30 September 1999 were filed with the Registrar of Companies and contained an unqualified report from the auditors. 2. Loss Per Ordinary Share The calculation of loss per ordinary share is based upon a loss after taxation of £4,185,000 (1999: Loss £630,000) and on 128,686,702 being the weighted number of ordinary shares in issue during the year (1999: 79,515,440). Fully diluted loss per share is based on a loss after taxation of £ 4,185,000 (1999: Loss - £630,000) and on a weighted average of 129,133,187 (1999: 79,515,440) shares in issue. 3. The Company does not propose to pay a dividend at this time. 4. Copies of the Annual Report will be sent to the shareholders in due course and additional copies will be available free of charge from the Company's registered office at 2nd Floor, Sixty Circular Road, Douglas, Isle of Man IM1 1SA or from the offices of the Company's Nominated Adviser, Noble & Company Limited, 1 Frederick's Place, London EC2R 8AB. The Annual General Meeting will be held at the Cambridge Masonic Hall, Bateman Street, Cambridge CB2 1NA on 13th March 2001 at 11am. Press enquiries Netcentric Systems PLC Tel: 01223 839800 Jane Garrett, Chief Executive Officer Howard Freedman, Finance Director Noble & Company Limited Tel: 020 7367 5600 Chris Barker Biddicks Tel: 020 7448 1000 Zoe Biddick

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