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Web-Angel PLC (WEB)

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Friday 06 June, 2003

Web-Angel PLC

Final Results

Web-Angel PLC
06 June 2003


                                 web-angel plc

                       Final Results for 12 months ended
                               31 December 2002



Penny Hughes, Chairman of web-angel plc, said:

'The Group has effectively spent over 12 months as a cash shell reviewing
possible options that would meet our shareholders' expectations. I am therefore
very pleased that Durlacher has made an Offer which is at a substantial premium
to today's share price and a premium to net assets per share as at 31 December
2002 and which allows shareholders to participate in a business in which we have
confidence.'


                                    - ends -



For further information, please contact:


web angel plc


Nick Tamblyn,                                              020 70108202


KBC Peel Hunt Ltd


Christopher Holdsworth Hunt                                020 7418 8990

Jonathan Marren                                            020 7418 8990



Chairman's statement


Introduction

As indicated at the time of the half-year results to 30 June 2002, the main
focus during the year has been to continue to conserve our cash resources while
looking to identify and agree a corporate transaction that will protect and
create shareholder value. I am pleased to be able to report, that as announced
today, the Boards of Durlacher Corporation plc ('Durlacher') and web-angel have
agreed terms of a recommended offer to be made by Nabarro Wells & Co Limited
('Nabarro Wells') on behalf of Durlacher, to acquire the Company's entire issued
share capital.


Durlacher Offer

The offer will be made on the basis of 1 ordinary share of 4p each in Durlacher
for every 40 ordinary shares of 1p each of the Company (the 'Offer').


Based upon the closing middle market quotation of Durlacher Shares of 124.0p on
5 June 2003 as derived from the daily official list of the London Stock
Exchange, the Offer will value the entire issued share capital of the Company at
£4.0 million and will represent a premium of 313 per cent. over the closing
middle market quotation of 0.75p for each web-angel Share on 5 June 2003 as
derived from the AIM Appendix to the daily official list of the London Stock
Exchange.



Durlacher is a broad-based investment bank and stockbroker providing a full
range of services to corporate and retail clients in a wide range of sectors. It
seeks to address the investment banking needs of small to medium sized growth
companies and retail clients. The five key operational areas for Durlacher are
corporate finance, institutional sales and research, market making, advisory
retail broking and fund management.


During the course of the year, your board has reviewed a wide range of
opportunities with the outcome that it believes this Offer to be the best
available opportunity for shareholders for the following reasons:


• Participation in Durlacher's, investment banking business;

• Durlacher's experienced board of directors and senior management;

• Reduction of web-angel's cost base through the retirement of its board
and the removal of the costs associated with being a standalone quoted entity;
and

• The Offer represents a significant premium to web-angels existing
market capitalisation and a premium to its net assets per share as at 31
December 2002.


Reaching agreement with Durlacher has been helped by the fact that Christopher
Stainforth the Chief Executive Officer of Durlacher is well known to members of
the Company's Board as he was a Director of the Company up until 14 June 2001.
Christopher is the potential discretionary beneficiary via a discretionary
employee benefit trust established through Ermgassen & Co in 4,965,290 of the
Company's ordinary shares.


Accordingly the Board has unanimously recommended the Offer. In addition
Durlacher has received irrevocable undertakings to accept the Offer from the
web-angel shareholders (including the directors who own shares in the Company)
in respect of 84,226,379 Shares representing approximately 64.8 per cent. of the
current issued share capital of the Company.


The formal Offer Document containing the full terms and conditions of the Offer,
and the Form of Acceptance, will be posted by Nabarro Wells on behalf of
Durlacher to the Company's Shareholders as soon as possible.

Further details of the offer are contained in the announcement made today by
Durlacher.

Financial Results and Investment portfolio

The loss for the year was £759,000 of which £288,000 related to amounts written
off investments. This compares to a loss on ordinary activities last year of £22
million. Overheads for the year were reduced to £566,000 compared to £ 1,397,000
last year with a particularly marked reduction during the second half of the
year.


Cash balances at 31 December 2002 were £2.8 million having fallen by £710,000
during the course of the year. Of this fall £259,000 resulted from a further
investment in Delsy Electronic Components AG ('Delsy'), an existing portfolio
company, during the first half of the year. The investment portfolio experienced
further set backs during the year with only Delsy and I-Control Inc still
active, all other investments having been written off. Delsy has continued to
rely on the financial support of its existing shareholders while it seeks new
investors to support commercial production of its sensors this situation is
being kept under review.


Management

In the event that the Offer is declared or becomes unconditional in all respects
the existing board has agreed to resign including myself. All directors other
than for Nick Tamblyn, the only executive director, have agreed to resign with
no compensation for loss of office. Nick Tamblyn having agreed to take 12
month's contractual entitlement as compensation for loss of office.


I would like to thank my fellow directors for their contribution in helping to
bring forward this Offer from Durlacher over what has been a difficult period.


Outlook

The Group has effectively spent over 12 months as a cash shell reviewing
possible options that would meet our shareholders' expectations. I am therefore
very pleased that Durlacher has made an Offer which is at a substantial premium
to today's share price and a premium to net assets per share as at 31 December
2002 and which allows shareholders to participate in a business in which we have
confidence.


Penny L Hughes
Chairman
6 June 2003



Consolidated Profit and Loss Account
for the Year Ended 31 December 2002



                                                               2002       2001
                                                              £'000      £'000
Turnover                                                          -        156
Cost of sales                                                     -       (101)
                                                            ---------  ---------

Gross profit                                                      -         55
                                                            ---------  ---------

Administrative expenses:
Amortisation of goodwill                                          -     (1,020)
Exceptional impairment of goodwill                                -    (18,525)
Other                                                          (566)    (1,397)
                                                            ---------  ---------

                                                               (566)   (20,942)
                                                            ---------  ---------

Operating loss                                                 (566)   (20,887)
Exceptional (loss) / gain on closure of former associate        (23)        80
Interest receivable and similar income                          118        226
Amounts written off investments                                (288)    (1,414)
                                                            ---------  ---------

Loss on ordinary activities before taxation                    (759)   (21,995)
Taxation                                                          -          -
                                                            ---------  ---------

Loss on ordinary activities after taxation and retained        (759)   (21,995)
loss for the year                                           =========  =========

Loss per share (note 1)                                        (0.6)p    (16.9)p
                                                            =========  =========

Diluted loss per share (note 1)                                (0.6)p    (16.9)p
                                                            =========  =========


The results relate to continuing operations

Consolidated Balance Sheet at 31 December 2002

                                                             2002        2001
                                                            £'000       £'000
Fixed assets

Intangible assets                                               -           -

Tangible assets                                                15          29

Investments                                                   286         164
                                                          ---------   ---------

                                                              301         193
                                                          ---------   ---------

Current assets
----------------                                                

Stocks                                                          -         146
Debtors                                                        23          99
Investments                                                     -          37
Cash at bank                                                2,800       3,510
                                                          ---------   ---------

                                                            2,823       3,792
Creditors: amounts falling due within one year               (236)       (338)
                                                          ---------   ---------

Net current assets                                          2,587       3,454
                                                          ---------   ---------

Total assets less current liabilities and net assets        2,888       3,647
                                                          =========   =========

Capital and reserves

Called up share capital                                     4,800       4,800
Share premium account                                         331         331
Other reserves                                                608         608
Profit and loss account                                    (2,851)     (2,092)
                                                          ---------   ---------

Shareholders' funds-equity                                  2,888       3,647
                                                          =========   =========



Consolidated Cash Flow Statement
for the Year Ended 31 December 2002

                                                             2002         2001
                                                            £'000        £'000
Net cash outflow from operating activities (note 2)          (464)      (1,211)

Returns on investments and servicing of finance               110          220

Taxation                                                        -            -
Capital expenditure and financial investment                 (356)        (339)
                                                          ---------    ---------

Net cash outflow before financing                            (710)      (1,330)
Management of liquid resources                                398        3,006
                                                          ---------    ---------

(Decrease)/increase in cash in the year                      (312)       1,676
                                                          =========    =========



Notes:


1.   Loss per share and diluted loss per share

The loss per share is based on the loss on ordinary activities after taxation,
and on the weighted average number of shares in issue during the year of
130,034,650 (2001: 130,034,650). There is no dilutive effect in the current year
or in 2001.


2.   Reconciliation of Operating Loss to Net Cash Outflow From Operating
Activities

                                                            2002          2001
                                                           £'000         £'000

Operating loss                                              (566)      (20,887)
Depreciation                                                  14             5
Amortisation of goodwill                                       -         1,020
Exceptional impairment of goodwill                             -        18,525
Other including exchange                                       -             6
Decrease in debtors                                           44           373
Decrease in creditors                                       (102)         (172)
Decrease / (increase) in stocks                              146           (81)
                                                        ----------     ---------

Net cash outflow from operating activities                  (464)       (1,211)
                                                        ----------     ---------


3.   The financial information set out above does not constitute statutory
accounts, within the meaning of Section 240(5) of the Companies Act 1985, for
the years ended 31 December 2002 or 2001. The financial information for 2001 is
derived from the statutory accounts for 2001, which have been delivered to the
Registrar of Companies. The auditors have reported on the 2001 accounts: their
report was unqualified and did not contain a statement under section 237(2) or
(3) of the Companies Act 1985. The statutory accounts for 2002 will be finalised
on the basis of the financial information presented by the directors in this
announcement and will be delivered to the Registrar of Companies following the
company's Annual General Meeting.


4.   Copies of this announcement are available from the Company's office
at 233 Shaftsbury Avenue, London WC2H 8EE.






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

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