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Venturia PLC (VRA)

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Thursday 25 March, 2004

Venturia PLC

Preliminary Annoucement

Venturia PLC
25 March 2004

VENTURIA PLC


ANNOUNCEMENT OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003



Chairman's Statement



The Company is disappointed to report a loss before taxation for the year ended
31 December 2003 of £129,527, although the Company traded profitably during the
second half of the year.  Recognised revenue for the year is £4,258, made up
entirely of revenue deferred in earlier years and recognised in this year.



Review of the Year



The Company sold its advertising business in May 2002 and since then incurred
costs in searching for a suitable acquisition opportunity in 2002 and in respect
of the acquisition by Armstrong Brooks plc of a controlling interest in the
Company in 2003.  The Company's main source of income has been from the interest
receivable on its cash deposits, which was insufficient to cover the expenses of
the Company in the first half of the year.  Since the change of control of the
Company in May 2003, the directors have kept the ongoing operating costs of the
business down to a level that has been more than covered by the interest
receivable.



The Directors continue to look for suitable acquisition candidates and to
consider alternative strategies, taking account of the interests of
shareholders.  The likely industry sectors for investment are businesses which
are peripheral to industrial and commercial property or technology businesses,
particularly those involved in computing and telecommunications, in which the
members of the board of have experience.



Personnel



Following the completion of the offer by Armstrong Brooks, Bob Cory, Peter
Sanderson and I became directors of the Company.  Alan Clarke stepped down as
Chairman at the AGM and remains as a non-executive director.  Richard Walker
resigned as a director.



Balance Sheet and Cash Flow


As at 31 December 2003 the Company had cash resources of £2.90 million.



Dividend


The directors do not recommend a dividend. The Company has made losses to date.



Martin Robinson
Chairman
12 March 2004





Profit and Loss Account

Year ended 31 December 2003

                                                                                         2003              2002
                                                                                            £                 £

TURNOVER                                                                                4,258           227,709
Cost of Sales                                                                          30,082         (149,531)

GROSS PROFIT                                                                           34,430            78,178
Administrative expenses - ordinary                                                  (170,194)         (477,058)
Administrative expenses - exceptional                                                (94,117)         (594,674)

OPERATING LOSS                                                                      (229,971)         (993,554)
Discontinued operation - loss on sale of business                                           -          (13,672)

                                                                                    (229,971)       (1,007,226)
Interest receivable                                                                   100,444           129,263
Interest payable                                                                            -           (1,656)

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION                                         (129,527)         (879,619)
TAXATION                                                                                    -          (37,000)

LOSS FOR THE FINANCIAL YEAR                                                         (129,527)         (842,619)

Loss per share - basic and diluted                                                    (0.15p)           (0.97p)




The calculation of basic loss per share is based on the loss for the year of
£129,527 (2002: £842,619) divided by the weighted average number of ordinary
shares in issue during the year of 87,250,000 (2002: 87,250,000)



All amounts relate to discontinued operations, except for the £264,311 (2002:
£951,499) of administrative expenses and £100,444 (2002: £129,263) of interest
receivable.



There were no recognised gains or losses for the year other than those included
in the profit and loss account.





Balance Sheet

31 December 2003


                                                                                2003                        2002
                                                                    £              £            £              £
CURRENT ASSETS
Debtors                                                         3,400                      28,083
Cash at bank and in hand                                    2,897,448                   3,080,655
                                                            2,900,848                   3,108,738

CREDITORS : amounts falling due within one year              (58,333)                    (97,614)


NET CURRENT ASSETS                                                         2,842,515                   3,011,124


PROVISIONS FOR LIABILITIES AND CHARGES                                             -                    (39,082)

NET ASSETS                                                                 2,842,515                   2,972,042


CAPITAL AND RESERVES
(including non-equity interests)
Called up share capital                                                      217,250                     217,250
Share premium accounts                                                     4,369,314                   4,369,314
Profit and loss account                                                  (1,744,049)                 (1,614,522)

SHAREHOLDERS' FUNDS                                                        2,842,515                   2,972,042





Cash Flow Statement

Year ended 31 December 2003
                                                                                    2003                  2002
                                                                                       £                     £

Reconciliation of operating loss to net cash outflow from operating            (229,971)             (993,554)
activities
Depreciation of tangible fixed assets                                                 -                  2,386
Decrease / (increase) in debtors                                                  24,683              (14,594)
Decrease in creditors                                                           (76,707)             (186,198)


Net cash outflow from operating activities                                     (281,995)           (1,191,960)





CASH FLOW STATEMENT

Net cash outflow from operating activities                                     (281,995)           (1,191,960)
Returns on investment and servicing of finance                                    98,788               129,263
Capital expenditure                                                                   -                (5,846)
Acquisitions and disposals                                                            -                 65,625


Increase / (decrease) in cash                                                  (183,207)           (1,002,918)

Reconciliation of net cash flow to movement in net funds
Decrease in cash in the year                                                   (183,207)           (1,002,918)
Net funds at 1 January 2003                                                    3,080,655             4,083,573


Net funds at 31 December 2003                                                  2,897,448             3,080,655






Notes to the Preliminary Announcement



1    Publication of non-statutory accounts



The financial information set out in this announcement does not constitute the
Company's Statutory Accounts for the period ended 31 December 2003 or 2002. The
financial information for 2003 and 2002 is derived from the Statutory Accounts
for 2003 which will be delivered to the Registrar of Companies in due course.
The auditors have reported on the 2003 accounts.  Their report was unqualified
and did not contain statements under section 237 of the Companies Act 1985.



2    Accounting policies



The following accounting policies have been applied consistently in dealing with
items which are considered material in relation to the Company's financial
statements.



a) Basis of preparation of financial statements



The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.



b) Turnover



The company's contract revenues are derived principally from one discontinued
activity, internet advertising, and comprise the release of deferred income.



c) Deferred taxation



As required by FRS 19 'Deferred Tax', full provision is made for deferred tax
assets and liabilities arising from all timing differences between the
recognition of gains and losses in the financial statements and the recognition
in the tax computation, except for those timing differences in respect of which
the standard specifies that deferred tax should not be recognised.



Deferred tax assets and liabilities are calculated at the tax rates expected to
be effective at the time the timing differences are expected to reverse.



Deferred tax assets are recognised when it can be regarded as more than likely
than not that there will be sufficient taxable profits from which the future
reversal of the underlying timing differences can be deducted.


3    Share capital                                  Authorised      Allotted, called up and fully paid


                                                            No                No                £
                                                                                           

              At 1 January and 31 December 2003
              Ordinary shares of 0.1p each         120,000,000        87,250,000           87,250
              Preference shares of £1 each             130,000           130,000          130,000

                                                   120,130,000        87,380,000          217,250





The holders of the preference shares shall be entitled to a non-cumulative
preferential dividend at the rate equal to six monthly LIBOR, minus 1%, and to a
further dividend on the basis of 1p for every £1 distributed as the dividend per
ordinary shares, once the total dividend on each ordinary share that has been
paid in any year reaches £10. The preference shares carry no rights at meetings,
except in respect of resolutions modifying rights or privileges of those shares.



On return of capital or winding up (other than on redemption or purchase of
shares) or otherwise, the holders of the preference shares shall be entitled, in
priority to any payment to the holders of any other class of shares, to the
repayment of a sum equal to the nominal capital paid up or credited as paid up
on the preference shares held by them respectively.


                      This information is provided by RNS
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