Final Results
Catalyst New Opportunities PLC
31 October 2005
For immediate Release
31 October 2005
Catalyst New Opportunities PLC
('CNOP' or 'the Company')
Change of Registered Office
Please make note that as of today's date, the Company's Registred Office is at 4
Sovereign Court, Graham Street, Birmingham B1 3JR
Chairman's Statement
Financial Results for the 12 month period ended 30th May 2005
The Company is pleased to report its financial results for the 12 month period
ending 30th May 2005.
These results reflect that the Company is a 'shell' with no current business or
trade and, in line with the strategy outlined in the AIM admission document of
2004, is actively seeking an investment or business to reverse into.
Unfortunately, such a business was identified during the financial period but at
a very advanced stage during the due diligence process, the Board concluded that
the acquisition was not suitable at that time. At the period end the company had
incurred certain professional costs in relation to this transaction. Further
professional costs were incurred during the current financial year.
Your Board is searching actively for a suitable acquisition and an announcement
will be made when this objective is achieved.
Andy Moore, Chairman 07836 722840
Renwick Haddow, Director 07966 130182
Roland Cornish or Noelle Greenaway 020 7628 3396
Beaumont Cornish Limited
Nominated Advisor
Mark Sheppard 0161 228 1709
Midas Investment Management Limited
CATALYST NEW OPPORTUNITIES PLC
DIRECTORS' REPORT
FOR THE PERIOD FROM 27 MAY 2004 TO 31 MAY 2005
The directors present their report and accounts for the period ended 31 May
2005.
Principal activities
The company was incorporated on 27 May 2004 and the principal activity is to be
that of acquiring a growth business. The company was admitted to trading on AIM
on 4 August 2004.
Review of the business
During the period the company did not make any investments.
Results and dividends
The result for the period and the treatment thereof is shown in the profit and
loss account, set out on page 7. The directors do not recommend the payment of a
dividend.
Future developments
The directors are of the opinion that no significant changes will take place in
the company's business development in the foreseeable future. The directors
continue to seek a suitable acquisition in accordance with the company's
strategy.
Directors
The directors who served during the period and their interests in the share
capital of the company were as follows:
£1 Ordinary shares
31 27
May May
2005 2004
A Moore (appointed 24 June 2004) 83,334 -
R R Haddow (appointed 24 June 2004) 83,334 -
HK Nominees Limited, HK Registrars Limited and Waterlow Nominees Limited also
served as directors during the period.
Events since the balance sheet date
At the period end the company was at an advanced stage of a transaction which
was subsequently aborted.
Policy for payment of creditors
It is a policy of the company to agree terms of payment when goods or services
are ordered and to pay in accordance with the terms. There were no trade
creditors at the period end.
Charitable and political donations
No charitable or political donations were made during the period.
DIRECTORS' REPORT
FOR THE PERIOD FROM 27 MAY 2004 TO 31 MAY 2005
Directors' Responsibilities
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the company and of
the profit or loss for that period. In preparing those accounts, the directors
are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- State whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the accounts; and
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for maintaining proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the Companies
Act 1985. 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.
Auditors
A resolution to reappoint Spofforths as auditors will be put to the members at
the Annual General Meeting.
This report was approved by the Board on 31 October 2005
INDEPENDENT AUDITORS REPORT TO THE DIRECTORS OF
CATALYST NEW OPPORTUNITIES PLC
We have audited the accounts of Catalyst New Opportunities plc for the period
ended 31 May 2005.
This report is made solely to the company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. 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 auditors' 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.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the company's
directors are responsible for the preparation of the accounts in accordance with
applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the accounts in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the accounts give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' Report is not consistent
with the accounts, if the company has not kept proper accounting records, if we
have not received all the information and explanations we require for our audit,
or if information specified by law regarding directors' remuneration and
transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we
become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the accounts. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the accounts, and of whether the accounting
policies are appropriate to the company's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the accounts.
INDEPENDENT AUDITORS REPORT TO THE DIRECTORS OF
CATALYST NEW OPPORTUNITIES PLC
Opinion
In our opinion the accounts give a true and fair view of the state of the
company's affairs as at 31 May 2005 and of its result for the period then ended
and have been properly prepared in accordance with the Companies Act 1985.
Spofforths
Chartered Accountants and Registered Auditors
Courtyard House
30 Worthing Road
Horsham
West Sussex RH12 1SL
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD FROM 27 MAY 2004 TO 31 MAY 2005
Period
Ended 31
May
2005
Notes £'000
Administrative expenses (138)
--------
Operating loss 2 (138)
--------
Loss on ordinary activities before taxation (138)
Taxation 3 -
--------
Retained loss for the period (138)
========
Loss per share (basic and diluted) 4 (7.7p)
========
All results derive from continuing operations of the Company. None of the
Company's activities were acquired or discontinued during the period.
There are no gains or losses recognised in the period other than those reflected
in the profit and loss account above.
BALANCE SHEET AS AT 31 MAY 2005
As at 31
May
2005
Notes £'000
Current assets
Debtors 6 6
Cash at bank and in hand 120
--------
126
Creditors: amounts falling due within one year 7 (46)
--------
Net current assets 80
--------
Total assets less current liabilities 80
--------
Net assets 80
========
Capital and reserves
Called up share capital 8 54
Share premium 9 164
Profit and loss account 9 (138)
--------
Equity shareholders' funds 10 80
========
These financial statements were approved by the Board on 31 October 2005
CASH FLOW STATEMENT
FOR THE PERIOD FROM 27 MAY 2004 TO 31 MAY 2005
Period
Ended 31
May
2005
Notes £'000
Net cash (outflow) from operating activities 12 (98)
--------
Cash (outflow) before financing (98)
Financing
Issue of ordinary share capital 218
--------
Net cash inflow from financing 218
--------
Increase in cash in the period 120
========
Reconciliation of net cash flow to movement in net funds
Increase in cash in the period 120
Opening net funds -
--------
Closing net funds 13 120
========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 27 MAY 2004 TO 31 MAY 2005
1. Principal accounting policies
The principal accounting policies, which have been consistently applied to the
financial information throughout the period under review, are as follows:
Basis of accounting
The financial statements have been prepared under the historical cost convention
and in accordance with applicable United Kingdom accounting standards.
Taxation
Current tax, including United Kingdom corporation tax, is provided at amounts
expected to be paid (or recovered) using the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the Group's taxable profits and its results
as stated in the financial information that arise from the inclusion of gains
and losses in tax assessments in periods different from those in which they are
recognised in the financial information.
A net deferred tax asset is regarded as recoverable and therefore recognised
only when, on the basis of all available evidence, it can be regarded as more
likely than not that there will be suitable taxable profits from which the
future reversal of the underlying timing differences can be deducted.
2. Operating loss
Operating loss is stated after charging:
Period
Ended 31
May
2005
£'000
Auditors' remuneration - Audit 4
Auditors' remuneration - Non Audit 24
Services
========
3. Tax on profit on ordinary activities
As a result of the losses incurred no tax charge arises in the period. No
deferred tax asset has been recognised in respect of these losses.
4. Loss per share
The calculation of loss per share is based on the following loss and number of
shares.
Period
ended 31
May
2005
Loss for the financial period (£'000) 138
--------
Weighted average number of shares (basic and diluted) 1,783,335
--------
Loss per share (basic and diluted) 7.7p
========
5. Directors and employees
The average monthly number of employees employed by the Company during the
period was two, both of whom were directors. The company has a service contract
with Catalyst Investment Group Limited in respect of R R Haddow for an annual
fee of £1 in respect of director's services. The directors received no
remuneration during the period and there were no directors to whom retirement
benefits are accruing under a money purchase scheme.
6. Debtors
As at
31 May
2005
£'000
Prepayments 6
========
7. Creditors: amounts falling due within one year
As at
31 May
2005
£'000
Accruals 46
========
8. Share capital
As at
31 May
Equity shares 2005
£'000
Authorised:
3,333,333 ordinary shares of 3 pence each 100
========
Issued and fully paid:
1,783,335 ordinary shares of 3 pence each 54
========
On 27 May 2004 the company issued 2 ordinary shares of £1 each to the initial
subscribers and on 1 July 2004 a further 1 ordinary share of £1 was issued at
par. On the same date every 3 ordinary shares of £1 were sub-divided into 100
ordinary shares of 3p each.
On 1 July 2004 the Company issued 1,166,568 new ordinary shares of 3p each at
par to provide working capital and issued 500,000 new ordinary shares of 3p each
at 30p each, also to provide working capital.
On 27 July 2004 the Company entered into an arrangement to issue 116,667 new
ordinary shares of 3p each at 30p each, conditional upon the Company's shares
being admitted to trading on AIM, to provide working capital. The Company's
ordinary shares were admitted to trading on AIM on 4 August 2004.
9. Reserves
Profit
Share and loss
Premium account
£'000 £'000
- (138)
Issue of equity shares 164 -
-------- -------
As at 31 May 2005 164 (138)
======== =======
10. Reconciliation of movement in shareholders' funds
Period
Ended 31
May 2005
£'000
Loss for the period (138)
Issue of equity shares 218
Opening shareholders' funds -
-------
Closing shareholders' funds 80
=======
11. Financial instruments
The Company has no financial assets other than sterling cash deposits of
£120,000. The sterling cash deposits are subject to a floating rate of interest.
The Company has no exposure to any currency other than sterling.
As permitted by FRS 13, short term debtors and creditors have been excluded from
the disclosures, other than the currency disclosure.
12. Reconciliation of operating profit to operating cash flows
Period
Ended 31
May 2005
£'000
Operating loss (138)
(Increase) in debtors (6)
Increase in creditors 46
--------
Net cash (outflow) from operating activities (98)
========
13. Analysis of changes in net funds
Period
Ended 31
May
2005
£'000
Opening net funds -
Increase in cash in the period 120
--------
Closing cash at bank and in hand 120
--------
Closing net funds 120
========
14. Related Parties
In the opinion of the directors the company is controlled by A Moore and R R
Haddow who are both directors and shareholders.
R R Haddow is also a director and shareholder of Catalyst Investment Group
Limited ('CIGL'). An agreement dated 8 July 2004 between the Company and CIGL
pursuant to which CIGL has agreed to provide the Company with the use of its
premises, the services of R R Haddow, and secretarial, financial, accounting and
administrative support at a nominal cost to the Company of £1 until such time as
an acquisition has taken place.
Since March 2005 accounting and administration has been carried out at the new
registered office in Birmingham
which is owned by Central Associates Limited where A Moore is a shareholder. The
total amount charged for these services during the period was £750.
A Moore is a director and shareholder in Central Group. During the year Central
Group invoiced £5,519 to the Company in respect of marketing costs. The balance
outstanding at the year end was £nil.
Copies of the Annual Report & Accounts are available from the Company at its new
registered office: 4 Sovereign Court, Graham Street, Birmingham B1 3JR, for a
period of one month, free of charge.
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