28/05/2010
V2 VENTURES PLC
(FORMERLY HYPER ENTERTAINMENT PLC)
("V2 Ventures" or the "Company")
FINAL RESULTS
CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2009
Dear Shareholders
Your Company was originally established as an advisory firm specialising in
integrated retail, leisure and entertainment mixed-use projects. It has been
successful in establishing itself in the market, but as the market trend veered
towards larger, mixed-use projects its services have become marginalised by a
variety of other firms in disciplines such as architecture. Consequently, your
Company faced greater difficulty competing in the current economic climate.
This was reflected in the Interim Results reported by your Company on 30
September 2009.
Following the General Meeting held on 31 December 2009 and the unanimous
approval of majority shareholders, your Company has disposed of its trading
assets to Fred Wilson Entertainment Limited.
As part of the General Meeting the name of your Company changed to V2 Ventures
Plc and a new investment strategy was adopted. The investment strategy
formulated, is a generalist one with no specific sector, national or regional
focus. The intention is to focus on individual investment and acquisition
opportunities rather than build a portfolio of investments.
Several changes occurred to the board of your Company. Sebastian Moonjely was
appointed as an Executive Director, whilst I was appointed Executive Chairman.
At the same time, Michael Swinney and Wendy Rosenthal assumed the position of
Non Executive Directors.
Post Balance Sheet Events
As part of my appointment to the Board, I invested £31,204.51 thereby acquiring
29.9% of the issued share capital of your Company, making me the largest
shareholder in V2 Ventures.
On 3 March 2010 your Company made an investment in AIM listed Oak Holdings plc,
the leisure business operator and YES! Project developer. This investment,
although small, symbolises the new direction of your Company. We will continue
to seek opportunities that we believe will enhance shareholding value. In this
connection we have been scouring the market for suitable acquisitions and have
identified several interesting opportunities. We will update the market in due
course.
We are looking forward to a successful 2010.
Yours truly
Uday Nayak
Executive Chairman
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2009
2009 2008
£ £
Turnover 112,412 544,992
Cost of sales (107,443) (290,678)
─────── ───────
Gross profit 4,969 254,314
Administrative expenses (170,907) (235,209)
─────── ───────
Operating (loss)/profit (165,938) 19,105
Profit on disposal of 1 197,885 -
business
─────── ───────
197,885 -
─────── ───────
Profit on ordinary 31,947 19,105
activities before interest
Other interest receivable - 800
and similar income
Interest payable and similar (128) -
charges
─────── ───────
Profit on ordinary 31,819 19,905
activities before taxation
Tax on profit on ordinary - -
activities
─────── ───────
Profit for the year 31,819 19,905
═══════ ═══════
Earnings/(loss) per share 0.48p 0.30p
═══════ ═══════
The profit and loss account has been prepared on the basis that all operations
are discontinued operations.
2009 2008
£ £
Profit for the financial 31,819 19,905
year
Prior year adjustment 2 - (67,000)
─────── ───────
Total gains and losses 31,819 (47,095)
recognised since last
financial statements
═══════ ═══════
BALANCE SHEET AS AT 31 DECEMBER 2009
2009 2008
£ £ £ £
Fixed assets
Tangible assets - 789
Current assets
Debtors 122,106 137,021
Cash at bank and in hand - 1,211
─────── ───────
122,106 138,232
Creditors: amounts falling (20,740) (117,154)
due within one year
─────── ───────
Net current assets 101,366 21,078
─────── ───────
Total assets less current liabilities 101,366 21,867
═══════ ═══════
Capital and reserves
Called up share capital 104,363 66,568
Share premium account 215,426 205,541
Profit and loss account (218,423) (250,242)
─────── ───────
Shareholders' funds 101,366 21,867
═══════ ═══════
Approved by the Board and authorised for issue on 28 May 2010
Notes
1. On 8 December 2009, the company entered into a disposal agreement with Fred
Wilson Entertainment Limited ("Fred Wilson"), a company owned by Michael
Swinney, a director of the company and a related party for the purposes of
the PLUS Rules. Pursuant to the agreement, Fred Wilson agreed to acquire
certain assets, including the name "Hyper Entertainment" for a
consideration of £85,000 and to assume all liabilities
a. £50,000 in cash in deferred consideration, payable in 3 equal
instalments on the 6th, 9th and 12th month anniversary of the
agreement; and
b. the issue to the Seller of 10%, (the "Buyer Shares") of the fully
diluted share capital of Fred Wilson on completion. The Buyers Shares
will be held by the company subject to a call and put option. Fred
Wilson can exercise a call option to purchase the Buyers Shares during
a six month period that will run from the date that falls 24 months
after Completion until the date that falls 30 months after completion,
for a cash consideration of £35,000. The company can exercise a put
option to sell the Buyers Shares to Fred Wilson at any time after the
date that falls 30 months after completion for a cash consideration of
£40,000.
2. Statement of movements on reserves
Share Profit and
premium loss
account account
£ £
Balance at 1 January 2009 205,541 (250,242)
Profit for the year - 31,819
Premium on shares issued during the year 9,885 -
─────── ───────
Balance at 31 December 2009 215,426 (218,423)
═══════ ═══════
The prior year adjustment is in respect of income accrued at 31 December
2006 that was invoiced in the year ended 31 December 2007 but the balance
had been included in trade debtors at 31 December 2007.
3. The financial information set out in this announcement does not constitute
statutory accounts. This financial information has been extracted from the
audited full accounts for the year ended 31 December 2009.
4. The financial statements are prepared in accordance with applicable United
Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting
Practice).
5. The directors do not recommend the payment of a dividend.
The Directors of the issuer accept responsibility for this announcement.
--ENDS-
Enquiries:
V2 VENTURES PLC Tel: 020 8834 1652
Sebastian Moonjely
RIVINGTON STREET CORPORATE FINANCE Tel: 020 7562 3373
Eran Zucker
[email protected]