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SBS Group (SBG)

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Friday 12 March, 2004

SBS Group

Final Results

SBS Group PLC
12 March 2004



12 March 2004

                                  Announcement

                               Preliminary Results

                                 SBS GROUP PLC



CHAIRMAN'S STATEMENT



As previously announced I am pleased to advise that the Resolutions put to
shareholders at the EGM on 10 March were all approved.  My colleague Nigel
Weller and I have joined the Board and I have been appointed Chairman.



Creditors and shareholders have approved the Company Voluntary Arrangement (CVA)
and the proposed capital reconstruction has been completed. Accordingly for
every 25 ordinary shares of 2p held previously you now hold 1 ordinary share of
1p and 1 deferred share of 49p.  The deferred shares carry no rights and are
effectively valueless.  Please note new certificates will not be produced and
therefore your original certificate remains valid but the number of shares held
and the nominal value must be adjusted as above prior to undertaking any
transaction.   Fractions are to be ignored in this process.



Your Company will issue the following new ordinary share of 1p, which together
represent some 83% of the Company's issued ordinary share capital:




•       In respect of creditors under the CVA:                   2,195,235


•       For cash to meet working capital obligations:              567,733


•       To professional advisers:                                  378,490


Total                                                            3,141,458





After the above your Company will have in issue a total of 3,784,889 ordinary
shares of 1p.



Trading in your Company's ordinary shares on AIM is presently suspended.
Following the resignation of the Joint Administrative Receivers, approval of the
CVA and the publication of the Accounts to 31 August 2003, the Company has
requested that trading be restored.  It is anticipated that trading in the
ordinary share capital of the Company following the capital reconstruction will
recommence on 15 March 2004.




SBS GROUP PLC



CHAIRMAN'S STATEMENT continued



I am also writing to advise that the Annual General Meeting of the Company will
be held on 21 April 2004 and the statutory notice and form of proxy are enclosed
with this letter together with the Accounts for the period to 31 August 2003.
It is necessary for me to draw your attention to the fact that the Accounts have
been qualified given the limited information available to the auditors.  Whilst
this cannot necessarily be considered a satisfactory situation it must be put in
the context of the Company being placed in Administration with the concomitant
sale of assets by the Joint Administrative Receivers.



The effect of the approval of the CVA and the injection of fresh capital has
been to eliminate the Company's debts and restore solvency.  Looking to the
future, your Company is now re-capitalised and we are actively seeking to
enhance shareholder value through undertaking a reverse takeover.  I would like
to thank you for your continued support and I will write again as soon as we are
in a position to put firm proposals to shareholders.




Leo Knifton
Chairman



12 March 2004


SBS Group Plc



Consolidated Profit and Loss Account
For the year ended 31 August 2003


                                                                                  2003              2002

                                                                                  £000              £000

Turnover                                                                             -            32,089

Cost of Sales                                                                        -          (25,739)

Gross Profit                                                                         -             6,350


Administrative expenses:
Normal                                                                           (508)           (6,318)
Exceptional                                                                    (7,094)             (628)
Goodwill amortisation                                                                -             (163)
Goodwill impairment                                                            (1,758)             (849)

                                                                               (9,360)           (7,958)



Operating loss                                                                 (9,360)           (1,608)

Interest receivable and similar income                                              74                15
Interest payable and similar charges                                             (339)             (455)

Loss on ordinary activities before taxation                                    (9,625)           (2,048)

Tax on loss on ordinary activities                                                   -                16

Loss for the financial year                                                    (9,625)           (2,032)

Dividends                                                                            -                 -

Retained loss for the financial year                                           (9,625)           (2,032)



Earnings per share before goodwill amortisation

and exceptional costs                                                          (17.6p)            (3.8p)

Earnings per share                                                             (66.8p)           (19.4p)

Fully diluted earnings per share                                               (66.8p)           (19.4p)



The group has made the decision to cease trading in its current form.
Consequently since the year end all the group's assets have been realised.



SBS Group Plc



Consolidated Balance Sheet

For the year ended 31 August 2003


                                                             2003                                2002
                                                    £000                 £000           £000                £000

Fixed Assets
Intangible assets                                                           -                              1,758
Tangible assets                                                             -                                275
Investments                                                                 5                                  5

                                                                            5                              2,038
Current Assets

Debtors                                            2,235                               6,584
Cash at bank and in hand                               -                                 751

                                                   2,235                               7,335

Creditors

Amounts falling due within one year
(including convertible loans)                   (12,437)                             (6,219)

                                               
Net Current (Liabilities)/Assets                                     (10,202)                              1,116


Total Assets Less Current Liabilities                                (10,197)                              3,154


Creditors
Amounts falling due after more than one year                                -                            (5,339)
                                                                           
                                                                           

Provisions for Liabilities and Charges                                      -                              (509)

                                                                          

Net Liabilities                                                      (10,197)                            (2,694)

Capital and Reserves
Called up share capital                                                   322                                253
Share premium account                                                   6,347                              5,934
Profit and loss account                                              (16,866)                            (8,881)


Equity Shareholders' Deficit                                         (10,197)                            (2,694)





 Notes



 1. The financial information set out above does not constitute statutory
    accounts within the meaning of section 240 of the Companies Act 1985.
    Statutory accounts for the previous year ended 31 August 2002 have been
    delivered to the Registrar of Companies. Statutory accounts for the year to
    31 August 2003 will be delivered to the Registrar of Companies and sent to
    shareholders. A qualified auditors' report has been given on such accounts.



 2. Going concern

The company ceased to trade in September 2003 and all activities were
discontinued. The financial statements have consequently not been drawn up on a
going concern basis. All assets have been restated as current assets and are
included at estimated net realizable value.



 3. The Directors have not recommended the payment of a dividend.



 4. Earnings per Share



The calculation of earnings per share is based on a loss of £9,625,000 (2002:
loss of £2m) and a weight average of 14,412,419 (2002: 1,0487,577) shares in
issue.



The calculation of fully diluted earnings per share is based on an adjusted loss
of £9,625,000 (2002: loss of 2m). The number of shares used to calculate diluted
earnings per share incorporates the weighted average number of shares in issue
of 14,412,419 (2002: 487,517) plus dilutive potential ordinary shares arising
from the share options of Nil (2002: Nil). Totalling 14,412,419 (2002:
10,487,517).



The calculation of earnings per share before impairment and exceptional costs is
based on an adjusted loss of £773,000 (2002: £0.4m) and a weighted average of
14,412,419 (2002: 487,517) shares in issue.


                                                2003          2003               2002          2002

                                                          fully diluted                   fully diluted

                                               Pence          Pence             Pence         Pence

Earnings per share                            (66.8)           (66.8)          (19.4)         (19.4)
Exceptional administrative expenses             49.2             49.2             6.0            6.0
Goodwill amortisation and impairment            12.2             12.2             9.6            9.6

Earnings per share before exceptional items
and goodwill amortisation                      (5.4)            (5.4)           (3.8)          (3.8)
                                               




Earnings per share before exceptional administrative expenses and
goodwill amortisation and impairment has been shown because it reflects the 
underlying performance of the business.



5.      The Annual Report and Accounts is being mailed to registered
shareholders at their registered address today and is available to the public
free of charge for one month at the Company's registered office, Finsgate, 5-7
Cranwood Street, London EC1V 9EE and at the offices of City Financial Associates
Limited, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL.



 6. The Annual General Meeting of the Company will be held at New House, Suite
    24, 67-68 Hatton Garden, London EC1N 8JY at 11.00 am on 21 April 2004.



                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                            

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