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Venturia PLC (VRA)

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Monday 11 April, 2005

Venturia PLC

Preliminary results

Venturia PLC
11 April 2005

VENTURIA PLC

Chairman's Statement



The Company is pleased to report a profit before taxation for the year ended 31
December 2004 of £39,045, compared with a loss of £129,527 for the year ended 31
December 2003.



Review of the Year



The Company's only source of income has been from the interest receivable on its
cash deposits, amounting to £119,848.



At the Annual General Meeting, held on 30 June 2004, shareholders approved
proposals for a capital reduction and return of capital to shareholders by way
of a buy back by the Company of its own shares.  These proposals were confirmed
by the High Court on 24 November 2004.  There was a reduction of the share
premium account and a 1 for 2 bonus issue of the Company's ordinary share
capital, followed by a 1 for 10 consolidation of ordinary shares, on 16 December
2004.  On 17 December 2004, a tender offer was made to shareholders to buy back
up to 60% of the ordinary share capital and all of the preference share capital.
The offer was accepted by the majority of ordinary shareholders, following
which 57.4% of the issued ordinary share capital was repurchased on 28 January
2005 at a total consideration of £2,328,098.  The entire issued preference share
capital was repurchased on the same date at a total consideration of £130,000.
The repurchase of shares has been treated in the accounts as a post balance
sheet event.



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 have experience.



On 1 April 2005, the London Stock Exchange published revised rules for AIM.
These new rules require the Company to seek shareholder approval at the next
Annual General Meeting for your Directors' investment strategy, following which
the Company will have 12 months to implement that strategy. Failure to implement
the strategy within the time limit will result in an automatic suspension of
dealings in the Company's shares. Your Directors will put an appropriate
resolution to shareholders at the next Annual General Meeting, which will be
convened in due course.



Personnel



There have been no changes to the board of directors during the year and the
Company has no other employees.



Balance Sheet and Cash Flow



As at 31 December 2004 the Company had cash resources of £2.95 million.



Dividend



Although the Company now has distributable reserves, following the capital
reduction, the directors do not recommend a dividend.





Martin Robinson

Chairman

8 April 2005



Profit and Loss Account

Year ended 31 December 2004

                                                                                 2004                          2003
                                                                                                                  £

TURNOVER                                                                            -                         4,258
Cost of Sales                                                                       -                        30,082

GROSS PROFIT                                                                        -                        34,430
Administrative expenses - ordinary                                           (41,731)                     (170,194)
Administrative expenses - exceptional                                        (38,996)                      (94,117)

OPERATING LOSS                                                               (80,727)                     (229,971)
Interest receivable                                                           119,848                       100,144
Interest payable                                                                 (76)                            -


PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION                           39,045                     (129,527)
TAXATION                                                                            -                            -

LOSS FOR THE FINANCIAL YEAR                                                    39,045                     (129,527)

Profit/Loss per share - basic and diluted                                       0.30p                       (0.15p)




All amounts relate to continuing operations.



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



Balance Sheet

31 December 2004


                                                                    2004                          2003
                                                                     £              £              £              £
CURRENT ASSETS
Debtors                                                         12,507                         3,400
Cash at bank and in hand                                     2,953,791                     2,897,448
                                                             2,966,298                     2,900,848

CREDITORS: amounts falling due within one year                (84,738)                      (58,333)

NET CURRENT ASSETS                                                          2,881,560                     2,842,515

PROVISIONS FOR LIABILITIES AND CHARGES                                              -                             -

NET ASSETS                                                                  2,881,560                     2,842,515

CAPITAL AND RESERVES
(including non-equity interests)
Called up share capital                                                       260,875                       217,250
Share premium account                                                               -                     4,369,314
Profit and loss account                                                     2,620,685                   (1,744,049)

SHAREHOLDERS' FUNDS                                                         2,881,560                     2,842,515





Cash Flow Statement

Year ended 31 December 2004
                                                                             2004                           2003
                                                                                £                              £
Reconciliation of operating loss to net cash outflow from
operating activities
Operating loss                                                           (80,727)                      (229,971)
Decrease / (increase) in debtors                                          (9,107)                         24,683
(Decrease)/  increase in creditors                                         26,405                       (76,707)

Net cash outflow from operating activities                               (63,429)                      (281,995)





CASH FLOW STATEMENT

Net cash outflow from operating activities                               (63,429)                      (281,995)
Returns on investment and servicing of finance                            119,772                         98,788

Increase / (decrease) in cash                                              56,343                      (183,207)

Reconciliation of net cash flow to movement in net funds
Increase/ (decrease) in cash in the year                                   56,343                      (183,207)
Net funds at 1 January 2004                                             2,897,448                      3,080,655

Net funds at 31 December 2004                                           2,953,791                      2,897,448




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 2004 or 2003. The
financial information for 2004 and 2003 is derived from the Statutory Accounts
for 2004 which will be delivered to the Registrar of Companies in due course.
The auditors have reported on the 2004 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) 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                £
           At 1 January 2004
           Ordinary shares of 0.1p each                           120,000        87,250,000           87,250
           Preference shares of £1 each                           130,000           130,000          130,000
           Ordinary shares of 1p each                                   -                 -                -

                                                                  250,000        87,380,000          217,250

Movements in year :
Ordinary shares of 0.1p each                                       20,000        43,625,000           43,625
Ordinary shares of 0.1p each                                    (140,000)     (130,875,000)        (130,875)
Ordinary shares of 1p each                                        140,000        13,087,500          130,875

                                                                   20,000      (74,162,500)           43,625

At 31 December 2004
Ordinary shares of 0.1p each                                            -                 -                -
Preference shares of £1 each                                      130,000           130,000          130,000
Ordinary shares of 1p each                                        140,000        13,087,500          130,875

                                                                  270,000        13,217,500          260,875



On 16 December 2004, 43,625,000 ordinary 0.1p shares with an aggregate nominal
value of £43,625 were issued by way of a 1 for 2 bonus issue.



The 130,875,000 ordinary 0.1p shares were then consolidated on a 1 for 10 basis
into 13,087,500 ordinary 1p shares.



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 preference shares held by them respectively.



 4. Copies of these accounts will be available from the Company's Accountants,
    PKF, Sovereign House, Queen Street, Manchester, M2 5HR during normal
    business hours.





For further information, contact:



Martin Robinson, Venturia PLC - 0161 819 5800 / 07768 444477


                      This information is provided by RNS
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