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]