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Vema N.V. (VEMD)


Friday 16 August, 2002

Vema N.V.

Final Results

Vema N.V.
16 August 2002

                      Vema N.V. ('Vema' or the 'Company')

              Preliminary Results for the Year Ended 30 April 2002

Managing Directors' Report

The Group's turnover for the year amounted to €9.5m for 13 months of activities
(€8.7m for the period 1 May 2000 to 30 April 2001 of Vema BV) and gross profit
amounted to €4.0m (€3.7m for the period 1 May 2000 to 30 April 2001 of Vema BV).
The profit on ordinary activities amounted to €0.6m (€0.7m for the period 1 May
2000 to 30 April 2001 of Vema BV).

Under a deed of contribution dated 4 April 2001, Vema BV transferred all the
assets of its business, including property, agreements, goodwill, accounts
receivable, causes of action, IPR, books and records, fixed assets, stock, Vema
Belgium shares and all and any other assets to it's newly formed subsidiary
company, Vema NV, as consideration for the 74,938,775 A shares issued by Vema NV
at its incorporation. Vema NV agreed to assume all current and historical
liabilities of the business together with all obligations of Vema BV towards its
employees and all other liabilities and obligations of Vema BV whether or not
associated with the business, including the obligation to pay £2,880,000 unpaid
share capital on shares in Vema UK Limited. At the same time Vema BV contributed
it's interest in Vema UK Limited as payment for 10 B shares in Vema NV.

In May 2001 the Board of Directors announced the flotation of the Company on the
Alternative Investment Market on the London Stock Exchange plc ('AIM') in the
belief that this would help the Company to develop its geographical and product
range. Vema NV was admitted to trading on AIM on 17 May 2001 and issued a total
of 72,000,000 new A shares, under a placing and offer for subscription, after
which Vema BV, a wholly owned subsidiary of Newmark Technology Group PLC
('Newmark'), shareholding was reduced to 51% of the enlarged issued A share
capital. Newmark had acquired the entire issued share capital of Vema BV in 1997

In our interim report the Board was pleased to report a substantial improvement
in profits for the six-month period with a 10% increase in turnover. However,
increases in competitive pressures since introduction of the Euro affected
trading results in the second half. In the second half of the year there was an
approach from Assa Abloy AB Group, Sweden ('Assa Abloy') to acquire the business
of the Company. Vema was a major distributor for Assa Abbloy's subsidiary Fritz
Fuss GmbH & Co ('Eff Eff'), a leading lock manufacturer based in Germany and
over 60% of Vema's products were sourced from Eff Eff. On 27 March 2002 Vema
Sales BV was founded and to which, on 29 April 2002, the activities of Vema NV
were transferred under a deed of contribution. Following this transfer the
shares of Vema Sales BV were sold to Striffler Nederland BV, a wholly owned
subsidiary of Assa Abloy. On this transaction a profit before tax was recorded
of €0.8m. Since the fiscal book value of the assets and liabilities was lower
than the fair value, a tax charge of €2.7m was incurred, bringing a loss on this
transaction of €1.9m.

Eff Eff has direct access to markets other than the Netherlands and the Board
believes that this will assist the business to expand further. We wish all our
employees who have transferred with the business every success in the future.

Since the disposal of its business, Vema NV has been a cash shell. The Board has
recognised that, with Newmark holding 51% of the issued share capital and being
a Dutch incorporated company, it has proved unattractive to potential reverse
acquisition candidates. These difficulties, combined with the associated costs
of continuing as a separate listed company, led the Board to enter into
discussions with the board of Newmark with a view to Newmark acquiring the 49%
minority interest in Vema NV not already owned by Vema BV. To this end, an offer
document setting out the terms of the recommended share offer by Newmark for
Vema NV, including advice to the Board of Vema from the Company's independent
financial advisers that this offer is fair and reasonable and that shareholders
should accept the offer in the absence of any higher offer, has been sent to
shareholders today.

Raamsdonksveer, 16 August 2002




(After proposed appropriation of net loss)

                                                                                        April 30, 2002
                                                                                            €                        €

Tangible fixed assets                                                                                          378,773

Current assets
Debtors                                                                             7,536,439
Cash                                                                                7,018,000
Total current assets                                                                                        14,554,439
Total assets                                                                                                14,933,212

Group equity and liabilities
                                                                                        April 30, 2002
                                                                                            €                        €

Group equity
Share capital A shares                                                              2,938,776
Share premium A shares                                                              5,560,880
Equity account A shares                                                           (1,734,689)
Share capital B shares                                                                      -
Share premium B shares                                                              4,508,760
Equity account B shares                                                               147,667

Long-term liabilities                                                                                          326,650

Current liabilities                                                                                          3,185,168
Total group equity and liabilities                                                                          14,933,212

Period ended April 30, 2002
                                                                      April 4, 2001 through April 30, 2002
                                                                Continuing       Dis-continuing
                                                                operations           operations
                                                                         €                    €                      €

Net turnover                                                                          9,527,499              9,527,499
Cost of sales                                                                         5,544,448              5,544,448
                                                                                      _________              _________
Gross profit                                                                          3,983,051              3,983,051
                                                                                      _________              _________

Personnel expenses                                                  59,901            1,798,927              1,858,828
Depreciation expenses                                               18,715               96,021                114,736
Amortisation of goodwill                                                 -              367,000                367,000
Other expenses                                                      33,353            1,044,757              1,078,110
                                                                 _________            _________              _________
Total expenses                                                     111,969            3,306,705              3,418,674
                                                                 _________            _________              _________
                                                                 (111,969)              676,346                564,377
Financial expense                                                (251,732)             (42,690)              (294,422)
                                                                 _________            _________              _________
Profit on ordinary activities before taxation                    (363,701)              633,656                269,955
Tax on ordinary activities                                         126,817            (227,516)              (100,699)
                                                                 _________            _________              _________
Profit on ordinary activities after taxation                     (236,884)              406,140                169,256
                                                                 _________            _________              _________

Profit on sale of activities before tax                            804,358                    -                804,358
Tax on sale of activities                                      (2,712,303)                    -            (2,712,303)
                                                                 _________            _________             __________

Loss on sale of activities after tax                           (1,907,945)                    -            (1,907,945)
                                                                 _________            _________             __________
Loss after taxation                                            (2,144,829)              406,140            (1,738,689)
                                                                  ========             ========              =========
Loss per share                                                                                                  (0.01)


    Period ended April 30, 2002

                                                                                                             13 months

                                                                                                          4 April 2001
                                                                                                             through 3

                                                                                                         30 April 2002
Cash flow from operating activities
Profit before interest and taxes                                                                             1,368,735
Depreciation                                                                                                   114,736
Movements in:
Stock                                                                                                                -
Debtors                                                                                                    (7,536,439)
Creditors                                                                                                      507,166
Movement in working capital                                                                                (7,029,273)

Interest expense                                                                                             (294,422)
Tax paid                                                                                                     (135,000)
Cash flow from investment activities
Investments in tangible assets, net balance                                                                  (493,509)
Cash flow from financing activities
Loan borrowing                                                                                                 326,650
Shareholders' equity                                                                                        13,160,083
Total net cash flow                                                                                          7,018,000
Cash in hand and at bank at beginning of accounting period                                                           0
Cash in hand and at bank at end of accounting period                                                         7,018,000


 1. The above financial statements have been prepared in conformity with the
    requirements of accounting principles generally accepted in the Netherlands.
    The financial information presented does not constitute statutory accounts
    as defined in Section 240 of the Companies Act 1985. The auditors have
    issued an unqualified report.

 2. Earnings per share
                                                                                   4 April 2001 through 30 April 2002

    Attributable loss                                                                                     (1,738,689)
    Average number of ordinary shares in issue                                                            146,938,775
    Loss per share                                                                                            (€0.01)
 3. The Directors are not proposing that a dividend payment be made.

 4. Copies of the Report and Accounts have been posted to shareholders today and
    copies are available from the Company's registered office or from the
    offices of Seymour Pierce, 29/30 Cornhill, London EC3V 3NF.

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

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