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
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