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Technis International Plc (TECP)

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Tuesday 31 May, 2011

Technis International Plc

Final Results


31 MAY 2011

TECHNIS INTERNATIONAL PLC                           
(the "Company")
PLUS Symbol: TECP

FINAL RESULTS FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2010

CHAIRMAN'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2010

During the year to 31 December 2010 Technis International Plc ("Technis") made
a number of investments in various sectors, including Mobile Technology
Applications and specialist Ground Transportation Software.

The group continued to develop its Transcribe product, which comprises of a
suite of modular voice to text / voice to voice language translation products
and further product announcements will be made during the course of 2011.

During the year through a wholly owned subsidiary it formed in 2010, Technis
Ventures Limited ("Ventures") an investment in a specialist Flower Distribution
business was made, subsequently this investment was disposed of in January
2011.

Losses for the year at £2,580,785 represented development costs for the
portfolio of intellectual property, acquisition costs, professional fees, and
losses made on acquisitions during the year. The current level of management
and development overhead has been substantially reduced to minimise the working
capital requirement.

The level of current trading is reflected in the turnover of group companies
and is in line with the board's expectations.

One of the Company's objectives was to move from PLUS Markets to the LSE with a
Standard Listing and the company expects a market move some time during the
second half of 2011.

Technis will seek to focus on its portfolio of Intellectual Property with a
view to licensing its software to third parties or forming joint ventures for
the further development and sale of its technology.

J B Hulme - Chairman
Date: 31st May 2010

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2010

The directors present their report with the financial statements of the company
and the group for the year ended 31 December 2010.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of
investment in specialist software companies.

REVIEW OF BUSINESS

The group has further developed its Translate suite of intellectual property
("IPR") together with assisting in the development and management of various
investments it made during 2010.

Through the development of its product range, Technis will expand its sales
coverage globally through both direct and indirect channels. Technis plan to
licence or sell the IPR of the various products under development. The group
also has plans for the introduction of further innovative products over the
next few years. The group's structure has been designed to adapt quickly to new
market opportunities and leverage the capabilities of the products available to
package new applications to a potentially changing market.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2010 (2009 - £
nil).

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes
to the financial statements.

DIRECTORS

The directors set out in the table below have held office during the whole of
the period from 1 January 2010 to the date of this report unless otherwise
stated:

R Holder - resigned 21.5.10
S M Foster - appointed 21.5.10
W E Peacock - appointed 20.9.10
T J Goode - appointed 10.6.10
S A Smith - appointed 24.4.10

S M Foster, T J Goode and W E Peacock ceased to be directors after 31 December
2010 but prior to the date of this report.

GROUP'S POLICY ON PAYMENT OF CREDITORS

It is the group's normal practice to settle the terms of payment when agreeing
the terms of the transaction, to ensure suppliers are aware of those terms, and
to abide by them.

Trade creditor days at the 31 December 2010 were 99 (2009 - 87).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and the group and of the profit or loss of the group for
that period. In preparing these financial statements, the directors are
required to:

-  select suitable accounting policies and then apply them consistently;       
                                                                               
-  make judgements and accounting estimates that are reasonable and prudent;   
                                                                               
-  prepare the financial statements on the going concern basis unless it is    
   inappropriate to presume that the company will continue in business.        

The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's and the group's transactions and
disclose with reasonable accuracy at any time the financial position of the
company and the group and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the company and the group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the group's auditors
are unaware, and each director has taken all the steps that he ought to have
taken as a director in order to make himself aware of any relevant audit
information and to establish that the group's auditors are aware of that
information.

ON BEHALF OF THE BOARD:

J Kaye - Director
Date:   31st May 2011

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF TECHNIS INTERNATIONAL PLC

We have audited the financial statements of Technis International plc for the
year ended 31 December 2010 which comprise the Consolidated Profit and Loss
Account, the Consolidated Balance Sheet, the Company Balance Sheet, the
Consolidated Cash Flow Statement, the Statement of Total Recognised Gains and
Losses and the related notes. The financial reporting framework that has been
applied in their preparation is applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. 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 a Report of the Auditors 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 explained more fully in the Statement of Directors' Responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's Ethical
Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the group's and the parent company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors; and the overall
presentation of the financial statements.

Opinion on financial statements

In our opinion the financial statements:

-  give a true and fair view of the state of the group's and of the parent     
   company's affairs as at 31 December 2010 and of the group's loss for the    
   year then ended;                                                            
                                                                               
-  have been properly prepared in accordance with United Kingdom Generally     
   Accepted Accounting Practice; and                                           
                                                                               
-  have been prepared in accordance with the requirements of the Companies Act 
   2006.                                                                       

Emphasis of matter - Going concern

In forming our opinion on the financial statements, which is not modified, we
have considered the adequacy of the disclosure made in the accounting policies
to the financial statements concerning the group's ability to continue as a
going concern. The group incurred a net loss of £2,577,392 during the year
ended 31 December 2010 and, at that date, the group's current liabilities
exceeded its current assets by £987,878. In addition, the solvency of the group
is reliant on the valuation of intellectual property rights, the valuation of
which is inherently difficult to quantify in the absence of an ongoing trade or
offers to acquire. These conditions, along with the other matters explained in
the accounting policies to the financial statements, indicate the existence of
a material uncertainty which may cast significant doubt about the company's
ability to continue as a going concern. The financial statements do not include
the adjustments that would result if the company was unable to continue as a
going concern.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Report of the Directors for the
financial year for which the financial statements are prepared is consistent
with the financial statements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF TECHNIS INTERNATIONAL PLC

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:

-  adequate accounting records have not been kept by the parent company, or    
   returns adequate for our audit have not been received from branches not     
   visited by us; or                                                           
-  the parent company financial statements are not in agreement with the       
   accounting records and returns; or                                          
-  certain disclosures of directors' remuneration specified by law are not     
   made; or                                                                    
-  we have not received all the information and explanations we require for our
   audit.                                                                      

                     CONSOLIDATED PROFIT AND LOSS ACCOUNT                      
                      FOR THE YEAR ENDED 31 DECEMBER 2010                      
                                                                               
                                           2010                   2009         
                                       £           £          £          £     
                                                                               
TURNOVER                                          557,863                     -
                                                                               
Acquisitions                          557,863                      -           
                                                                               
Cost of sales                                     215,934                93,988
                                                                               
GROSS PROFIT/(LOSS)                               341,929              (93,988)
                                                                               
Net operating expenses                          2,399,797               735,325
                                                                               
OPERATING LOSS                                (2,057,868)             (829,313)
                                                                               
Continuing operations             (2,022,625)              (829,313)           
                                                                               
Acquisitions                         (35,243)                      -           
                                                                               
                                  (2,057,868)              (829,313)           
                                                                               
Amounts written off                                                            
investments                                       110,000                     -
                                                                               
                                              (2,167,868)             (829,313)
                                                                               
Interest payable and similar                                                   
charges                                           128,233                20,337
                                                                               
LOSS ON ORDINARY ACTIVITIES                   (2,296,101)             (849,650)
BEFORE TAXATION                                                                
                                                                               
Tax on loss on ordinary                                                        
                                                                               
activities                                        (3,393)                     -
                                                                               
LOSS FOR THE FINANCIAL                                                         
YEAR AFTER TAXATION                           (2,292,708)             (849,650)
                                                                               
Minority interest - equity                        (8,326)                     -
                                                                               
                                              (2,284,382)             (849,650)
                                                                               
Earnings per share expressed                                                   
in pence per share:                                                            
Basic                                               -2.67                 -1.87
Diluted                                             -2.67                 -1.87
                                                                               

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 
                               31 DECEMBER 2010                                
                                                                               
                                                       2010             2009   
                                                         £               £     
                                                                               
LOSS FOR THE FINANCIAL YEAR                          (2,284,382)      (849,650)
                                                                               
TOTAL RECOGNISED GAINS AND LOSSES                                              
RELATING TO THE YEAR                                 (2,284,382)      (849,650)
                                                                               
Prior year adjustment                                                   250,000
                                                                               
TOTAL GAINS AND LOSSES RECOGNISED                                     (599,650)
SINCE LAST ANNUAL REPORT                                                       

                          CONSOLIDATED BALANCE SHEET                           
                               31 DECEMBER 2010                                
                                                                               
                                          2010                    2009         
                                     £           £           £           £     
                                                                               
FIXED ASSETS                                                                   
Intangible assets                              2,965,000              3,450,000
Tangible assets                                   52,105                      -
Investments                                       39,000                      -
                                                                               
                                               3,056,105              3,450,000
                                                                               
CURRENT ASSETS                                                                 
Debtors                              84,700                  60,336            
Investments                         350,000                       -            
Cash at bank                         45,148                  45,185            
                                                                               
                                    479,848                 105,521            
                                                                               
CREDITORS                                                                      
Amounts falling due within        1,467,726                 337,760            
one year                                                                       
                                                                               
NET CURRENT LIABILITIES                        (987,878)              (232,239)
                                                                               
TOTAL ASSETS LESS CURRENT                                                      
                                                                               
LIABILITIES                                    2,068,227              3,217,761
                                                                               
CREDITORS                                                                      
Amounts falling due after                        (1,778)                      -
more than one year                                                             
                                                                               
MINORITY INTERESTS                              (21,084)                      -
                                                                               
NET ASSETS                                                            3,217,761
                                                                               
CAPITAL AND RESERVES                                                           
Called up share capital                        1,137,388              3,898,948
Share premium                                  5,608,476              1,450,246
Profit and loss account                      (4,700,499)            (2,131,433)
                                                                               
SHAREHOLDERS' FUNDS                            2,045,365              3,217,761
                                                                               

                             COMPANY BALANCE SHEET                             
                               31 DECEMBER 2010                                
                                                                               
                                         2010                    2009          
                                    £           £           £           £      
                                                                               
FIXED ASSETS                                                                   
Intangible assets                             2,515,000               3,450,000
Tangible assets                                       -                       -
Investments                                      22,945                   1,000
                                                                               
                                              2,537,945               3,451,000
                                                                               
Debtors                            305,203                212,238              
Cash at bank                           100                 35,403              
                                                                               
                                   305,303                247,641              
                                                                               
CREDITORS                                                                      
                                                                               
Amounts falling due within       1,184,042                311,899              
one year                                                                       
                                                                               
NET CURRENT LIABILITIES                       (878,739)                (64,258)
                                                                               
TOTAL ASSETS LESS CURRENT                                                      
                                                                               
LIABILITIES                                   1,659,206               3,386,742
                                                                               
CAPITAL AND RESERVES                                                           
Called up share capital                       1,137,388               3,898,948
Share premium                                 5,608,476               1,450,246
Profit and loss account                     (5,086,658)             (1,962,452)
                                                                               
SHAREHOLDERS' FUNDS                           1,659,206               3,386,742
                                                                               

NOTES

 1. The financial information set out in this announcement does not constitute
    statutory accounts. This financial information has been extracted from the
    audited full accounts of the Group for the year ended 31 December 2010.
   
 2. POST BALANCE SHEET EVENTS

Since the year end the group has disposed of its entire shareholding in Fresh
Bouquets Limited, held at book value of £350,000 at the year end, for £350,000
to Logical Capital Investments Limited, a related party by virtue of Jack Kaye
and Richard Holder being directors and shareholders. This debt was subsequently
discharged by the acquisition of Intellectual Property valued at £375,000 from
Logical Capital Investments Limited.

Subsequent to the year end the directors entered into a binding agreement to
sell the group's 51% holding of the Ordinary A share capital of Professional IT
(Logistics) Limited to S Smith, a director and owner of the remaining 49% of
the Ordinary A share capital.  Deferred payment terms had not been adhered to,
so a revocation clause was exercised by S Smith.  As a result S Smith will
surrender the shares he originally received in Technis International PLC from
the original acquisition in return for the 51% holding of Professional IT
(Logistics) Limited.  The execution of this agreement had not taken place at
the date the financial statements were approved.

THE DIRECTORS OF THE ISSUER ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS
ANNOUNCEMENT

CONTACT DETAILS:
Technis International Plc
Jack Kaye
T: 0203 205 3868
E: [email protected]

IAF Capital Limited
Alex Benger
T: 020 7036 6701
E: [email protected]

Square1 Consulting Limited - Financial PR
David Bick / Mark Longson
T: 020 7929 5599
E: [email protected]
                                                                                                                                                                                           

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