Final Results

Canisp PLC 28 September 2006 28 September 2006 Canisp plc ('Canisp' or 'the Company') Audited Preliminary Results for the twelve months ended 31 March 2006 Chairman's Statement The Board of Canisp announces today the Group's audited results for the year ended 31 March 2006. In the period under review the Group recorded a loss before taxation of £469,000 (2005: £3,537,000) and a loss per share of 2.42p (2005: 21.85p). No dividend is proposed. When the board last reported to shareholders on 15 June 2006 we said that we would continue to work hard to grow our customer base but that we were also investigating alternative approaches to recover shareholder value. We have spoken to a number of parties interested in acquiring all or part of our business and it continues to be our view that the interest the Group has received to date does not yet meet with our valuation of the Group's business. As a result, none of the approaches we have had to date have been worthy of further detailed consideration. I am pleased to report that as a result of our work earlier in the year to drive down the cost base of the business we have a much leaner and efficient business. In addition, we have continued to work to grow the Group's existing customer base and to assist in this the directors decided to proceed with a placing of new shares. Consequently, on 15 June 2006 Canisp announced that it had placed 60,000,000 ordinary shares of one penny each at par to raise £600,000 before expenses. The net proceeds of the placing totalled £585,000, a proportion of which has been used to repay, in part, existing borrowing from Bank of Scotland. At the same time, the Company capitalised £257,500 of the debt owed to Corvus Capital Inc (Corvus) by the allotment and issue of 25,750,000 ordinary shares at par. As a result of the placing and capitalisation of debt Corvus holds 27.87 per cent of the entire issued share capital of the Company. In addition to the capitalisation, the Company agreed with Corvus that Corvus may capitalise the balance of its debt amounting to £527,500, in whole or part, at any time in the 24 months following the date of the EGM which was held on 10 July 2006, at a price per share of whichever is the lower of 1 1/2p and the average closing bid price for an ordinary share of the Company on the AIM market for the three trading days preceding Corvus' demand to capitalise debt, subject always to the capitalisation price per share being no lower than par value. Board changes In June the Company announced a number of Board changes. Mark Shrosbree joined the board as the Company's managing director, Tim Moss as part time finance director and Sam Glover as a non-executive director. Mark Shrosbree, age 47, has over 20 years' experience in the UK telecoms market. From 1986 to 1992 he was sales director for a telecom dealership in both hardware and network services. From 1993 to 1998 he worked for Alcatel and was promoted to national sales manager. In 1999 he helped establish, as sales director, a national switch-less reseller business which was sold in 2005. He is currently sales director of The Airtime Group Limited, a wholly owned subsidiary of the Company. Timothy Moss, age 43,qualified as a chartered accountant with Pannell Kerr Forster in 1990.He has held senior financial positions with a number of companies in the utilities, communications and telecoms sectors, and is currently a director of The Airtime Group Limited and CVS Management Limited. He is based in Geneva, Switzerland. Tim holds options over 125,000 ordinary shares in the capital of the Company exercisable at a price of 31p per ordinary share. Sam Glover, aged 32, has over ten years of IT development experience. This ranges from the development of equity and derivative market analysis and charting tools to the project management of the IT relocation for Lloyds of London underwriters on behalf of Facilities Solutions Limited. Sam has also acted as a consultant on the technical infrastructure and computerisation for Xchanging and Ins-Sure pre and post merger. Sam is currently a director of XL Services Limited. At the same time John Leat resigned from the board, I was appointed executive chairman and John Maundrell moved from executive to non-executive director. Loss of Capital The Group's results show that the Company's net assets are less than half of its called up share capital. In the circumstances, the directors of the Company are obliged by section 142 of the Companies Act 1985 to convene a general meeting for the purpose of considering whether any, and if so what, steps should be taken to deal with the Company's current financial position. We propose to consider this matter at the Company's annual general meeting, details of which are set out below, although no resolution will be put to the AGM on this issue. Outlook We are confident that our strategy to drive down costs has been the right one, particularly in a sector that has continued to be very competitive. The correctional work undertaken over the last year has now stemmed the losses within the business and stabilized the customer base where we believe we will start to see rising order levels and enquiries on the back of an improved service range. In addition, we continue to investigate alternative approaches to recover shareholder value. Annual General Meeting A notice convening the Company's annual general meeting (AGM) will be sent to shareholders shortly. The AGM will be held at 2.00p.m on 24 October 2006 at the offices of Fladgate Fielder, 25 North Row, London, W1K 6DJ. Mike Hirschfield Chairman 28 September 2006 CANISP PLC Consolidated Profit and loss Account For the year ended 31 March 2006 Note 2006 2005 £'000 £'000 Turnover Continuing operations 3,422 3,298 Discontinued operations - 783 3,422 4,081 Cost of sales (2,388) (2,942) Gross profit 1,034 1,139 Administrative expenses (1,542) (2,024) Operating loss Continuing operations (508) (556) Discontinued operations - (329) (508) (885) Loss on sale of discontinued operations 185 (2,542) Net interest payable (146) (110) Loss on ordinary activities before taxation (469) (3,537) Taxation 2 - - Loss on ordinary activities after taxation and retained loss 4 (469) (3,537) Loss per ordinary share 3 (2.42p) (21.85p) There were no recognised gains or losses other than the loss for the financial year. CANISP PLC Consolidated Balance Sheet As at 31 March 2006 Note 2006 2005 £'000 £'000 Fixed assets Intangible assets 2,748 3,267 Tangible assets - 19 2,748 3,286 Current assets Debtors 489 1,348 Cash at bank and in hand - 43 489 1,391 Creditors: Amounts falling due within one year (3,409) (3,624) Net current liabilities (2,920) (2,233) Total assets less current liabilities (172) 1,053 Creditors: Amounts falling due after more than one year - (1,051) (172) 2 Capital and reserves Called up share capital 196 182 Share premium 4,047 3,766 Profit and loss account (4,415) (3,946) Equity shareholders' (deficit)/funds 4 (172) 2 CANISP PLC Consolidated Cash Flow Statement For the year ended 31 March 2006 Note 2006 2005 £'000 £'000 Net cash outflow from operating activities 5 (211) (246) Returns on investments and servicing of finance Interest received 1 8 Interest paid (147) (108) Net cash outflow from returns on investments and service (146) (100) of finance Capital expenditure and financial investment Sale of tangible fixed assets 25 4 Acquisitions and disposals Purchase of subsidiary undertakings - (60) Purchase of businesses - (2,912) Sale of customer base - 120 Net cash outflow from acquisitions - (2,852) Net cash outflow before financing (332) (3,194) Financing Issue of shares 295 1,972 Share issue costs - (17) New long term loans - 1,250 Repayment of long term loans (208) - Capital element of hire purchase contracts (58) (105) Net cash inflow from financing 29 3,100 Decrease in cash 6 (303) (94) CANISP PLC Notes to the preliminary announcement For the year ended 31 March 2006 1 BASIS OF PREPARATION The preliminary announcement has been prepared in accordance with applicable accounting standards and under the historical cost convention The principal accounting polices of the group are set out in the group's 2006 annual report and financial statements. The policies have remained unchanged from the previous annual report apart from, with the introduction of Financial Reporting Standard 25, there has been a change to the treatment of financial instruments. The change in accounting policy has the impact of reclassifying all bank borrowings as due within one year as a result of breaches in the covenants attached to those borrowings. GOING CONCERN The Directors have prepared cash flow forecasts for the period ending 30 September 2007. The Directors have also secured confirmation from Corvus Capital Inc. (Corvus), a significant shareholder in the Company, that in accordance with the Corvus capitalisation agreement entered into on 15 June 2006, it is their intention to capitalise the debt due to them rather than seek repayment and, in addition, that a further working capital facility of up to £400,000 will be provided if required. The forecasts supported by the agreement and facility from Corvus, together with existing bank facilities, demonstrate that the Group has sufficient finance facilities available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements. On this basis the accounts have been prepared on a going concern basis. 2 TAXATION ON LOSS ON ORDINARY ACTIVITIES There is no tax charge for the year. Unrelieved tax losses of approximately £3.1 million (2005: £2.8 million) remain available to offset against future taxable trading profits. The unprovided deferred tax asset at 31 March 2005 is £955,000 (2004 : £840,000) which has not been provided on the grounds that it is uncertain when taxable profits will be generated by the Group to utilise those losses. The tax assessed for the period differs from the standard rate of corporation tax in the UK as follows: 2006 2005 £'000 £'000 Loss on ordinary activities before tax ' (469) (3,537) Loss on ordinary activities multiplied by standard rate (141) (1,061) of corporation tax in the UK of 30% Effect of Expenses not deductible for tax purposes 30 585 Depreciation in excess of capital allowances (4) 16 Deferred tax asset not recognised 115 460 Current tax charge for year - - 3 LOSS PER SHARE The calculation of the loss per share is based on the loss on ordinary activities after tax divided by the weighted average number of ordinary shares in issue during the year, as set out below. 2006 2005 Weighted Weighted average average number of number of shares shares Loss per Loss per Loss share Loss share £'000 pence £'000 pence Basic loss per share (469) 19,392,478 (2.42) (3,537) 16,189,629 (21.85) The impact of the share options on the loss per share is anti-dilutive. 4 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' (DEFICIT)/FUNDS 2006 2005 £'000 £'000 Loss for financial year (469) (3,537) Issue of ordinary share capital 295 1,955 Net decrease in shareholders' funds (174) (1,582) Equity shareholders' funds brought forward 2 1,584 Equity shareholders' (deficit)/funds carried forward (172) 2 5 RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2006 2005 £'000 £'000 Operating loss (508) (885) Cashflows in respect of loss on disposal of discontinued operation - (145) Depreciation 4 55 Amortisation of goodwill 519 388 Decrease/(increase) in debtors 859 (826) (Decrease)/increase in creditors (1,075) 1,163 (Profit)/loss on disposal of fixed asset (10) 4 Net cash outflow from operating activities (211) (246) 6 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2006 2005 £'000 £'000 Decrease in cash for the year (303) (94) Cashflow from capital element of hire purchase contracts 58 105 Change in net funds resulting from cashflows (245) 11 Loans repaid/(received) 208 (1,250) (37) (1,239) Net debt brought forward (1,270) (31) Net debt carried forward (1,307) (1,270) 7 ANALYSIS OF CHANGES IN NET DEBT 1 April 31 March 2005 Cash flow 2006 £'000 £'000 £'000 Cash at bank 43 (43) - Bank overdraft - (260) (260) 43 (303) (260) Bank loan (1,250) 208 (1,042) Hire purchase contracts (63) 58 (5) (1,270) (37) (1,307) 8 POST BALANCE SHEET EVENTS On 15 June 2006 the Company placed 60,000,000 ordinary shares of 1p each at par to raise £600,000 before expenses which was to raise money for working capital and also to make an early repayment, of £300,000, of the existing bank loan. Contemporaneously with completion of the Placing the Company capitalised £257,000 of the debt owed to Corvus Capital Inc, by the allotment and issue of 25,750,000 ordinary shares at par. In addition the Company agreed with Corvus Capital Inc. that Corvus may capitalise the balance of its debt, which at that time amounted to £527,500, in whole or in part, at any time in the two years following the agreement at a price per share of whichever is the lower of 1.5pence and the average closing bid price for the three trading days prior to issuing the demand to capitalise debt subject to the capitalisation price per share being no lower than par value. 9 PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The summarised consolidated balance sheet at 31 March 2006 and the summarised consolidated profit and loss account, summarised consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's 2006 statutory financial statements upon which the auditors opinion is unqualified and does not include any statement under Section 237 of the Companies Act 1985., Those financial statements have not yet been delivered to the registrar of companies This information is provided by RNS The company news service from the London Stock Exchange
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