FreshTL Plc
("FreshTL" or "the Company")
Preliminary Results
The Board of FreshTL is pleased to announce the Company's preliminary unaudited results for the year ended 31
December 2010, which are set out below. The Board expects the Company's audited results to be sent to
shareholders on or around 14 June 2011. A further announcement will be made in due course.
John McGuire, CEO, Fresh TL, commented:
"The company is positioning itself as an emerging player in the cloud computing market place, specifically
focusing on the global business compliance market place, with its software as a service application TeamPoint(R).
I am passionate about the future of TeamPoint(R) and in becoming a leader in the business compliance sector.
Using our experienced management team we will be able to further develop our global channel strategy by working
with our strategic partners such as IBM.
TeamPoint® is owned by FreshTL. This will allow us to achieve much higher margins in the future compared to our
current model which consists of distributing other companies' applications. I would also like to express my
appreciation of the support from the Non-Executives Directors, who bring a wealth of experience to this fledging
global business."
The directors of FreshTL take responsibility for the contents of this announcement.
Enquiries
Fresh TL Plc + 44(0) 161 408 0948
John McGuire, CEO
Daniel Stewart & Company + 44 (0) 20 7776 6550
PLUS Adviser & Broker
Oliver Rigby
http://www.freshtl.com/en/home.aspx
http://www.teampoint.com/
https://www.lotuslive.com/en/catalog/index.php?id=integratedapps
About FreshTL
Fresh TL, based in the North West of England and established in April 2009 is developing a global Software as a
Service (SaaS) business around its business compliance application, TeamPoint. FreshTL is an IBM Business
Partner focused on delivering innovative, cloud-delivered solutions to customers around the world.
Directors' Report
Principal activity
The Company changed its name from Greener House Investments plc to FreshTL plc on 29 September 2010. The
principal activity of the Group comprises the development, distribution and service of its software products.
Greener House Investments plc was established in 2007 by the Directors for the purpose of acquiring companies or
key stakes in companies, or to acquire businesses or assets, in the healthcare sector. A suitable and
substantial acquisition would be achieved by the issue of shares of the Company and result with the reverse take-
over of the target company which would be provided with a listing for its shares and access to the Company's
cash resources.
During the year the Company identified Fresh T Limited ('Fresh T'), as a suitable target for acquisition and on
29 March 2010, announced that it had made an initial investment of £300,000 for 39,209 "A" ordinary shares in
Fresh T pursuant to the terms of the Investment Agreement, matched by a similar simultaneous investment in Fresh
T by the North West Interim Venture Capital Fund ("NWVCF") managed by YFM Private Equity Ltd. This resulted in
the Company and NWVCF each owning 20 per cent of Fresh T share capital.
The Company completed a placing on 29 September 2010 raising a further £150,000 by the issue of Ordinary shares
in FreshTL plc which was matched by an equal investment by NWVCF in Fresh T, resulting in NWVCF owning 25% of
Fresh T share capital.
At the same time the Company completed acquisition of the balance of the entire issued ordinary share capital of
Fresh T not already owned by it for a consideration of £900,000. The consideration was satisfied by the issue of
Ordinary shares of FreshTL plc. Under an unconditional agreement dated 26 March 2010 (amended 21 December
2010), NWVCF can require FreshTL plc to acquire all the shares owned by NWVCF in Fresh T in exchange for the
issue of Ordinary shares in FreshTL plc ("the Exchange"). The Exchange must take place by 31 December 2011 if
not enforced by NWVCF before that date.
Fresh T, a privately owned company incorporated in the UK on 29 April 2009, is developing a global Software as a
Service ("SaaS") business around its intellectual property and distribution rights. It is the intention of
management to grow the business both through the acquisition of complementary applications and distribution
rights domestically and abroad.
The acquisition of Fresh T constitutes a reverse take-over of FreshTL plc under the PLUS rules.
The subsidiary undertakings principally affecting the profits or net assets of the Group in the year are listed
in note 14 to the financial statements.
Business review
During the year, the Group had revenues of £18,985 (2009 - £4,448). The company is a start-up and at present
monitors its progress by sales and closely controls remaining cash. When sales volumes become significant,
sales growth, gross margin by product and performance against budget will be added to these two measures as key
performance indicators.
2010 2009
Definition and method of calculation
Group Cash at Bank £315,160 £19,296 Cash and cash equivalents
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The Group continues to monitor its business closely producing detailed monthly management accounts including
profit and loss account, cash flow and balance sheet, and will take appropriate decisions and actions as it
deems necessary.
Competitive environment
The Group continues to invest in research and development relating to the TeamPoint® product which is a SaaS
product for the Governance, Risk and Compliance (GRC) market, enabling customers to manage all business
compliance issues such as regulatory or quality control among others. Please see the website www.teampoint.com
for more details.
Future strategy
The Group intends to continue its expansion strategy by looking to:
* achieve organic growth in the home market;
* penetrate global markets by product integration with global partners;
* develop partner programmes;
* acquire companies with compatible products in the GRC market.
FreshTL plc
Company Registration No. 6239171
Consolidated statement of comprehensive income for the year ended 31
December 2010
12 months 29 Apr
ended 31 Dec to 31
2010 Dec 2009
£ £
Revenue 18,985 4,448
Cost of sales (11,798) (2,846)
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Gross profit 7,187 1,602
Administrative expenses (457,295) (50,078)
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Operating loss (450,108) (48,476)
Investment revenue 4,167 -
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Loss before income tax (445,941) (48,476)
Income tax expense - -
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Loss and total comprehensive income
for the year (445,941) (48,476)
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Loss per share (0.28)p (0.02)p
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All items dealt with in the consolidated statement of comprehensive income relate to continuing operations.
FreshTL plc
Consolidated balance sheet
at 31 December 2010
2010 2009
£ £
Assets
Non-current assets
Intangible assets 141,907 -
Property, plant and equipment 10,230 2,045
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152,137 2,045
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Current assets
Trade and other receivables 57,334 10,202
Cash and bank balances 315,160 19,296
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372,494 29,498
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Total assets 524,631 31,543
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Liabilities
Current liabilities
Trade and other payables 114,766 79,019
Payable to subsidiary - -
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Total liabilities 114,766 79,019
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Net assets/(liabilities) 409,865 (47,476)
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Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares 337,989 1,000
Shares to be issued 483,277 -
Share premium 1,218,136 -
Reverse acquisition reserve (1,148,992) -
Retained earnings (480,545) (48,476)
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Total equity 409,865 (47,476)
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FreshTL plc
Consolidated statement of changes in equity at 31 December 2010
Share Shares to Share Reverse Retained Total
capital be issued premium acquisition earnings
reserve
Loss for the period - - - - (48,476) (48,476)
Issue of shares 1,000 - - - - 1,000
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Balance at 31 December 2009 1,000 - - - (48,476) (47,476)
Movement on reserves arising 99,025 298,279 (1,148,992) - (751,688)
from reverse acquisition
Loss for the year - - - - (445,941) (445,941)
Recognised share based payments 13,872 2,872
Issue of shares 237,964 - 919,857 - - 1,157,821
Shares to be issued - 483,277 - - 483,277
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Balance at 31 December 2010 337,989 483,277 1,218,136 (1,148,992) (480,545) 409,865
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FreshTL plc
Consolidated statement of cash flows for the period ended 31 December 2010
31 Dec 31 Dec
2010 2009
£ £
Net cash (absorbed by) from operating (450,834) 22,649
activities
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Investing activities
Interest received 4,167 1,488
Purchases of property, plant and equipment (11,715) (3,353)
Development costs capitalised (23,219) -
Proceeds from redemption of investment - -
Payments to acquire fixed investment - -
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Net cash used in investing activities (29,279) (3,353)
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Financing activities
Proceeds from issue of shares 900,000 -
Cost of reverse acquisition (124,023) -
Proceeds from borrowings from subsidiary - -
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Net cash used in financing activities 775,977 -
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Net increase/(decrease) in cash and cash 295,864 19,296
equivalents
Cash and cash equivalents at beginning of 19,296 -
year
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Cash and cash equivalents at end of year 315,160 19,296
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Notes to the preliminary results announcement for the period ended 31 December 2010
"This preliminary results announcement does not constitute statutory accounts as defined in Section 434 of the
Companies Act 2006.
The financial information for the period ended 31 December 2009 has been extracted from the statutory accounts.
The auditors' report on the statutory accounts for the period ended 31 December 2009 was unqualified and did not
contain a statement under Section 498 of the Companies Act 2006. A copy of those financial statements has been
filed with the Registrar of Companies.
The auditors have not yet reported on the financial statements for the year ended 31 December 2010 and therefore
the amounts stated in this announcement have not been agreed by them".
FreshTL plc