Information  X 
Enter a valid email address

Woodspeen Training Plc (WSTP)

  Print      Mail a friend

Monday 28 June, 2010

Woodspeen Training Plc

Final Results


28 JUNE 2010

WOODSPEEN TRAINING PLC - TICKER WSTP

WOODSPEEN TRAINING PLC ("Woodspeen" or "the Company" or "the Group"))

Woodspeen is pleased to announce its results for the year to 31 March 2010. The
financial information set out is derived from the statutory financial statements
of Woodspeen Training plc for the year to 31 March 2010. The statutory financial 
statements for the  year ended 31 March 2010  have  not yet  been filed with the 
Registrar of Companies and upon which an unqualified audit report has been given.

CHAIRMAN'S STATEMENT

For the year to 31 March 2010 the Group made a profit before tax and amortisation
of acquired intangible assets of £780,130 and a profit before tax after amortisation
of these assets of £619,560. These figures include a full year's contribution from 
Futures Training Centres Ltd ("Futures"), 11 months contribution from A&R Training 
Services Ltd ("A&R") and 2 months contribution from S&S Training Services Ltd ("S&S").

As I mentioned in my interim statement the Group's results were adversely affected 
by  the  performance  of  Futures in the first 6 months of the year. However, I am 
pleased  to  confirm  that  as  a result of the remedial action taken by the Board, 
Futures is now trading profitably.

A&R and S&S, who specialise in apprenticeship programmes and are run as a combined 
operation, are trading particularly well and the Board believes that the prospects 
for these businesses are good.

We continue to look for further acquisitions concentrating our search on businesses 
that specialise in apprenticeship programmes for 16 to 18 year olds. Heads of terms 
have  recently  been  agreed on a potential acquisition satisfying this requirement 
and we hope to make a further  announcement  with regard to this acquisition within 
the next few months.

The Group is entirely dependent on government  funding for its programmes. Whilst we 
expect that the majority of the Group's programmes, especially those that concentrate 
on helping young people obtain employment, will  continue  to be supported by the new 
Coalition Government we are obviously mindful that changes  might be made which could 
adversely affect the Group's businesses. We  must  react  quickly to any changes that 
come and be in a position to take advantage of any opportunities that may arise.

It  is in  this  regard that I am delighted that we appointed Si Hussain as our Group
Chief Executive on 17 May 2010. Si is a chartered accountant, aged 42, and was a main 
board director of BPP Holdings Plc ("BPP").

Si  left  BPP in October 2009 after it had been taken over. I look forward to working 
with him again in order to accelerate  the  implementation of our strategy to build a 
substantial vocational training company.

Notwithstanding the  uncertainties on the future of government funding I am confident 
that progress will continue to be made next year.

Charles Prior
Chairman


WOODSPEEN TRAINING PLC

CONSOLIDATED INCOME STATEMENT

YEAR ENDED 31 MARCH 2010

                                           Note          Year         Period
                                                        ended          ended
                                                     31 March       31 March
                                                         2010           2009
                                                                                 
                                                            £              £             
                                                                                 
Revenue                                    2        5,108,057      1,966,862     
                                                                                 
Cost of sales                                      (2,962,721)    (1,112,843)   
                                                                                 
                                                    ----------    -----------
                                                                                 
Gross profit                                        2,145,336        854,019       
                                                                                 
Administrative expenses                            (1,504,349)      (868,673)     
                                                                                 
                                                    ----------    -----------
                                                                                 
Profit/(Loss) from operations              2          640,987        (14,654)      
                                                                                 
Analysed as:                                                                     
                                                                                 
Operating profit excluding                            640,987         32,101        
exceptional item                                                                 
                                                                                 
Exceptional item                                            -        (46,755)      
                                                                                 
                                                    -----------   -----------
                                                                                 
                                                      640,987        (14,654)      
                                                                                 
                                                    -----------   -----------
                                                                                 
Finance revenue                                           133         69,595        
                                                                                 
Finance costs                                         (21,560)        (6,377)       
                                                                                 
                                                    -----------   -----------
                                                                                 
Profit before taxation                                619,560         48,564        
                                                                                 
Tax expense                                3         (192,172)       (37,780)      
                                                                                 
                                                    -----------   -----------                                                                                 
Profit for the period                                 427,388         10,784        
                                                                                 
                                                      ========       ========      
                                                                                 
Earnings per share                                                               
                                                                                 
  * Basic and diluted                      4            2.19p          0.14p         
  
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND EXPENSE 
FOR THE YEAR ENDED 31 MARCH 2010

There is no difference between the profit for the period shown and the total
comprehensive income.


WOODSPEEN TRAINING PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2010

                                             Note     2010           2009          
                                                                                   
                                                         £              £             
                                                                                   
Assets                                                                             
                                                                                   
Non-current assets                                                                 
                                                                                   
Property, plant and                                145,007         56,903        
equipment                                                                          
                                                                                   
Intangible assets                            5   4,447,663      1,103,164     
                                                                                   
                                                 -----------   -----------                                                                                   
                                                 4,592,670      1,160,067     
                                                                                   
                                                 -----------   -----------
                                                                                   
Current assets                                                                     
                                                                                   
Trade and other                                    941,273        304,502       
receivables                                                                        
                                                                                   
Cash and short term                                693,308      1,931,963     
deposits                                                                           
                                                                                 
                                                -----------    -----------
                                                                                   
                                                 1,634,581      2,236,465     
                                                                                   
                                                -----------   -----------
                                                                                   
Total assets                                     6,227,251      3,396,532     
                                                                                   
                                                -----------   -----------
                                                                                   
Liabilities                                                                        
                                                                                   
Current liabilities                                                                
                                                                                   
Trade and other payables                           536,187        181,745       
                                                                                   
Deferred revenue                                    13,261              -             
                                                                                   
Current tax liabilities                            270,514         11,554        
                                                                                   
Financial liabilities                        7     250,000              -             
                                                                                   
Provisions                                   8     181,037              -             
                                                                                   
                                                  -----------   -----------
                                                                                     
                                                 1,250,999        193,299       
                                                                                   
                                                  -----------   -----------
                                                                                   
Non-current liabilities                                                            
                                                                                   
Financial liabilities                        7     100,000              -             
                                                                                   
Provisions                                   8       5,528              -             
                                                                                   
Deferred tax liabilities                           133,466          22,257        
                                                                                  
                                                  -----------   -----------
                                                                                   
                                                   238,994          22,257        
                                                                                   
                                                 -----------    -----------
                                                                                   
Total liabilities                                1,489,993         215,556       
                                                                                   
                                                 -----------    -----------
                                                                                   
Net Assets                                       4,737,258       3,180,976     
                                                                                   
                                                 ==========      ==========      
                                                                                   
Equity                                                                             
                                                                                   
Capital and reserves attributable to equity holders of the Company                 
                                                                                   
Issued share capital                         9   2,052,000         976,000       
                                                                                   
Share premium reserve                            1,907,822       1,854,928     
                                                                                   
Merger reserves                                    336,000         336,000       
                                                                                 
Retained earnings                                  441,436          14,048        
                                                                                   
                                                ---------      -----------
                                                                                   
Total Equity                                     4,737,258       3,180,976     
                                                                                   
                                                ==========      ==========      

WOODSPEEN TRAINING PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR TO 31 MARCH 2010

                                                      Year         Period
                                                     Ended          ended
                                                  31 March       31 March
                                                      2010           2009
                                                                                    
                                                         £              £             
                                                                                    
Cash flows from operating                                                           
activities                                                                          
                                                                                    
Profit before taxation                              619,560        48,564        
                                                                                    
Adjustments for:                                                                    
                                                                                    
Depreciation of property, plant and                  33,787        14,608        
equipment                                                                           
                                                                                    
Depreciation of leasehold                            34,703             -             
improvements                                                                        
                                                                                    
Loss on disposal of property, plant                   2,586             -             
and equipment                                                                          
                                                                                    
Amortisation of intangibles - customer contracts    160,570        44,814        
acquired on acquisition                                                             
                                                                                    
Amortisation of intangibles                           2,570             -             
- software                                                                          
                                                                                    
Finance income                                         (133)      (69,595)      
                                                                                    
Finance costs                                        21,560         6,377         
                                                                                    
Increase in trade and other                         (13,853)      (65,632)      
receivables                                                                         
                                                                                    
Increase in trade and other                         174,741        44,994        
payables                                                                            
                                                                                    
                                                   ---------     ---------
                                                                                    
Cash generated by operations                      1,036,091        24,130        
                                                                                    
Income taxes paid                                  (260,771)      (27,408)      
                                                                                    
                                                  ---------      ---------
                                                                                    
Cash flows from operating                           775,320        (3,278)       
activities                                                                          
                                                                                    
                                                  ---------      ---------


                                                                                    
Cash flows from investing                                                           
activities                                                                          
                                                                                    
Acquisitions - Consideration                     (3,565,638)     (651,487)     
                                                                                    
Acquisitions - Cash acquired                        673,713        41,254        
                                                                                    
Acquisitions - Expenses                             (48,963)     (153,952)     
                                                                                    
Purchase of plant and                               (40,034)      (19,317)      
equipment                                                                           
                                                                                    
Purchase of intangibles -                           (18,915)            -             
software                                                                            
                                                                                    
Interest received                                       133        69,595        
                                                                                    
                                                 -----------   -----------
                                                                                    
Net cash used in investing                       (2,999,704)     (713,907)     
activities                                                                          
                                                                                    
                                                 -----------   -----------
                                                                                    
Cash flows from financing                                                           
activities                                                                          
                                                                                    
Proceeds from issue of                            1,196,000     2,834,000     
shares                                                                              
                                                                                    
Expenses in connection with share                   (67,106)      (83,072)      
issues                                                                              
                                                                                    
Repayment of loan notes                            (125,000)     (100,000)     
                                                                                    
Interest paid                                       (18,165)       (1,780)       
                                                                                    
                                                 -----------   -----------
                                                                                    
Net cash used in financing                          985,729     2,649,148     
activities                                                                          
                                                                                    
                                                 -----------   -----------
                                                                                    
(Decrease)/increase in cash and cash equivalents (1,238,655)    1,931,963     
                                                                                    
Cash and cash equivalents at start of period/     1,931,963             -             
on incorporation                                                                    
                                                                                    
                                                 -----------   -----------
                                                                                    
Cash and cash equivalents at end of period          693,308     1,931,963     
                                                                                    
                                                 ===========   ===========

WOODSPEEN TRAINING PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 MARCH 2010

                           Issued          Share         Merger         Other          Retained       Total 
                            Share        Premium        reserve        reserves       earnings       Share-        
                          capital        account                                                     holders       
                                                                                                      equity        
                                                                                                                    
                                £              £              £              £              £              £

On incorporation                -              -              -              -              -              -

Allotment shares in period 375,000        375,000             -              -              -        750,000       
                                                                                                                    
Placing of shares in       521,000      1,563,000             -              -              -      2,084,000     
period                                                                                                              
                                                                                                                    
Allotted on acquisition of  80,000             -        336,000              -              -        416,000       
Futures Training Centres                                                                                            
                                                                                                               
Expenses of share issues        -         (83,072)            -              -              -        (83,072)      
                                                                                                                    
Convertible loan note -         -              -              -          4,597              -          4,597         
equity component                                                                                                    
                                                                                                                    
Deferred tax on equity          -              -              -         (1,333)             -         (1,333)       
component                                                                                                           
                                                                                                                    
Transfers                       -              -              -         (3,264)         3,264              -

Total comprehensive income      -              -              -              -         10,784         10,784        
                                                                                                                    
                          ---------     ---------      ---------      ---------      ---------      ---------

At 31 March 2009           976,000      1,854,928       336,000              -         14,048      3,180,976     
                                                                                                                    
                          =========     =========      =========      =========     =========      =========     
                                                                                                                    
At 31 March 2009           976,000       1,854,928      336,000              -         14,048      3,180,976     
                                                                                                                    
Placing of shares in     1,076,000         120,000            -              -              -      1,196,000     
period                                                                                                              
                                                                                                                    
Expenses of share issues         -         (67,106)           -              -              -        (67,106)      
                                                                                                                    
Total comprehensive income       -              -             -              -        427,388        427,388       
                                                                                                                    
                         -----------    -----------   ----------     ----------    ----------      ----------
                                                                                                                    
At 31 March 2010         2,052,000       1,907,822      336,000              -        441,436      4,737,258     
                                                                                                                    
                         =========      =========      =========     =========      =========      =========

WOODSPEEN TRAINING PLC

NOTES TO PRELIMINARY ANNOUNCEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Basis of preparation

The  financial  statements  of the Company as at and for the year ended 31 March 2010 comprise the 
consolidated  financial statements of the Company and its subsidiaries (together referred to as 
the Group).

The consolidated financial statements of the Group have been prepared under International Financial
Reporting Standards as adopted by the European Union. The results in this preliminary  announcement 
have been prepared in accordance with IFRS applicable at 31 March 2010 and have been taken from the 
Group's Financial Statements.

The financial information set out above does not constitute statutory accounts as defined in Section 
435  of  the  Companies Act 2006 and is derived from the statutory financial statements of Woodspeen 
Training plc for the year to 31 March 2010. The  statutory  financial  statements for the year ended 
31 March 2010 have not yet been filed with the Registrar of Companies and  upon which an unqualified 
audit report has been given.

The  financial  information  for  the period from incorporation to 31 March 2009 is derived from the 
statutory accounts for that period which have been delivered to the Registrar of Companies.

The  Group's  financial  statements  have  been  prepared in accordance with International Financial 
Reporting Standards (IFRSs) as adopted by the European Union (EU).

2 Segment information

The principal activity of the Group is government sponsored training, assessment and related services. 
The Board considers the Group's business  through  two reporting segments based on principal activity: 
the A&R group and FTC.

The  A&R  group comprises A&R Training Services and S&S Training Services, both of whom were acquired 
during  the  year. The  A&R  group's  principal  activity is government sponsored vocational training 
(Apprenticeships, Entry to Employment)in the West Yorkshire area.

FTC  (Futures  Training  Centres)  was acquired during the accounting period from incorporation to 31 
March 2009. FTC's principal activity is government sponsored employability training (Skills for Life 
and NVQs) in the south-east and south-west of England.

                                        Year to                      16 Months to           
                                     31 March 2010                  31 March 2009         
                                                                                          
                                Revenue         Profit/         Revenue        Profit/       
                                                (Loss)                          (Loss)    
                                                                                          
                                    £               £               £               £             
                                                                                          
A&R Group                   3,366,485         929,126               -               -             
                                                                                          
FTC                         1,741,572          44,172       1,966,862         221,706       
                                                                                          
                          -----------     -----------     -----------       ----------
                                                                                          
                            5,108,057         973,298       1,966,862         221,706       
                                                                                          
Unallocated                         -        (171,741)              -        (144,791)     
                                                                                          
                          -----------     -----------     -----------       ----------
                                                                                          
Segmental revenue/profit    5,108,057         801,557       1,966,862          76,915        
                                                                                          
                          ===========     ===========    ===========       ===========      

The reconciliation of segmental profit to profit before taxation is as follows:

                                            Year to             16 Months to    
                                      31 March 2010            31 March 2009     
                                                                                
                                       Profit/(Loss)            Profit/(Loss)  
                                                                                                                    
                                                 £                        £             
                                                                                
Segmental profit                           801,557                   76,915        
                                                                                   
Exceptional item                                 -                  (46,755)      
                                                                                
Amortisation of acquired                  (160,570)                 (44,814)      
intangible assets                                                               
                                                                                
                                         ----------               ----------
                                                                                
                                          640,987                  (14,654)      
                                                                                
Finance income                                133                   69,595        
                                                                                
Finance costs                             (21,560)                  (6,377)       
                                                                                
                                         ----------               ----------
                                                                                
Group profit                              619,560                   48,564        
                                                                                
                                         ========                  ========      

Total segment assets are:

                                           Year to             16 Months to          
                                     31 March 2010            31 March 2009     
                                                                                
                                         Segmental                Segmental        
                                            Assets                   Assets    
                                                                                
                                                 £                        £             
                                                                                
A&R Group                                2,630,526                        -             
                                                                                
FTC                                      1,354,673                1,228,881     
                                                                                
                                         ---------               ----------
                                                                                
Segmental assets                         3,985,199                1,228,881     
                                                                                
                                         ========                 ========      

The reconciliation of segmental assets to total assets per balance sheet is as follows:

                                           Year to             16 Months to        
                                     31 March 2010            31 March 2009     
                                                                                
                                             Total                    Total     
                                            Assets                   Assets    
                                                                                
                                                 £                        £             
                                                                                
Segmental assets                         3,985,199                1,228,881     
                                                                                
Unallocated assets                          58,751                   20,132        
                                                                                
Cash and short-term deposits               693,308                1,931,963     
                                                                                
                                         ---------               ----------
                                                                                
Group assets                             4,737,258                3,180,976     
                                                                                
                                         =========                =========     

All income is derived from the United Kingdom.

3 Income tax expense

(a) Tax on profit for the period

Tax charged in the income statement                      Year       16 Months
                                                        ended           ended
                                                     31 March        31 March
                                                         2010            2009
                                                                                
                                                            £               £              
                                                                                 
Current tax:                                                                     
                                                                                 
UK corporation tax on profits for the                 221,873         52,897         
year                                                                             
                                                                                 
Adjustment for under provision in                       1,291              -              
prior periods                                                                    
                                                                                 
                                                     ---------      ----------
                                                                                 
                                                      223,164         52,897         
                                                                                 
Deferred tax                                                                     
                                                                                 
Origination and reversal of temporary                 (30,992)       (15,117)       
differences                                                                      
                                                                                 
                                                     ---------      ----------
                                                                                 
Tax charge in the income statement                    192,172         37,780         
                                                                                 
                                                     ========        ========       

(b) Reconciliation of the total tax charge

The reasons for the difference between the actual tax charge for the period and the standard rate 
of corporation tax in the UK applied to profits for the period are as follows:

                                                         Year       16 Months
                                                        ended           ended
                                                     31 March        31 March
                                                         2010            2009
                                                                                 
                                                            £               £              
                                                                                 
Accounting profit before tax                          619,560          48,564         
                                                                                 
Expected tax charge based on the standard                                        
rate of                                                                          
                                                                                 
corporation tax in the UK of 28%                      173,477          13,598         
                                                                                 
Effects of:                                                                      
                                                                                 
Marginal relief                                        (2,715)         (4,473)        
                                                                                 
Tax losses for which no deferred tax asset                  -           7,868          
has been recognised                                                              
                                                                                 
Expenses not deductible for tax purposes               13,174          23,703         
                                                                                 
Other items                                             6,945          (2,916)        
                                                                                 
Adjustment to tax charge in previous period             1,291               -              
                                                                                 
                                                    ---------      ----------
                                                                                 
Total tax charge for the period                       192,172          37,780         
                                                                                    
                                                     ========        ========       

4 Earnings per share

The calculation of basic earnings per share is based on the earnings attributable to ordinary 
shareholders divided by the weighted number of shares in issue during the period.

To  understand the underlying trading performance, the directors feel it appropriate to disclose 
earnings per share before and after adjusting for the amortisation of intangible assets acquired 
on acquisition of subsidiaries and in respect of the prior period the exceptional  item relating 
to flotation costs. The calculation of adjusted earnings per share is set out below:

                                                         Year       16 Months
                                                        ended           ended
                                                     31 March        31 March
                                                         2010            2009
                                                                                 
                                                            £               £              
                                                                                 
Earnings attributable to ordinary                     427,388          10,784         
shareholders                                                                     
                                                                                 
Amortisation of acquired intangible                   160,570          44,814         
assets                                                                           
                                                                                 
Taxation impact amortisation of                       (44,601)        (12,221)       
acquired intangible assets                                                       
                                                                                 
Flotation costs                                             -          46,755         
                                                                                 
                                                    ---------      ----------                                                                                 
Adjusted profit on ordinary activities                543,357          90,132         
after tax                                                                        
                                                                                 
                                                     ========        ========       
                                                                                 
Weighted average number of shares -                19,542,951       7,805,706      
basic                                                                            
                                                                                 
                                                        Pence           Pence          
                                                                                 
Basic earnings per share                                 2.19            0.14           
                                                                                 
Amortisation of acquired intangible                      0.82            0.57           
assets                                                                           
                                                                                 
Taxation impact amortisation of                         (0.23)          (0.16)         
acquired intangible assets                                                       
                                                                                 
Flotation costs                                            -             0.60           
                                                                                 
                                                    ---------      ----------                                                                                 
Adjusted basic earnings per share                       2.78             1.15           
(pence)                                                                          
                                                                                 
                                                      ========        ========       

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares 
outstanding assuming conversion of all dilutive potential Ordinary Shares of which there are none.

5 Intangible assets

                           Goodwill        Customer        Software         Total          
                                          Contracts                         
                                                                                             
                                £               £               £               £    
                                                                                             
Cost                                                                                         
                                                                                             
Acquired through        1,037,978         110,000               -       1,147,978            
business combinations                                                                        
                                                                                             
                        -----------    -----------     -----------      ----------      
                                                                                        
At 31 March 2009        1,037,978         110,000               -       1,147,978            
                                                                                             
Additions                       -               -          18,915          18,915               
                                                                                             
Acquired through        3,008,724         480,000               -       3,488,724            
business combinations                                                                        
                                                                                             
                        -----------    -----------     -----------      ----------     
                                                                                             
At 31 March 2010        4,046,702         590,000         18,915        4,655,617            
                                                                                             
                        ========         ========        ========        ========             
                                                                                             
Amortisation                                                                                 
                                                                                             
Charge for the period          -           44,814              -           44,814               
                                                                                             
                        -----------    -----------     -----------      ----------      
                                                                                             
At 31 March 2009               -           44,814              -           44,814               
                                                                                             
Charge for the period          -          160,570          2,570          163,140              
                                                                                             
                        -----------    -----------     -----------      ----------
                                                                                             
At 31 March 2010               -          205,384          2,570          207,954              
                                                                                             
                         ========        ========        ========        ========             
                                                                                             
Net book value                                                                               
                                                                                             
At 31 March 2010        4,046,702         384,616         16,345        4,447,663            
                                                                                             
                        ========        ========         ========        ========             
                                                                                             
At 31 March 2009        1,037,978          65,186              -        1,103,164            
                                                                                             
                        ========        ========         ========        ========             

The carrying amount of goodwill is allocated to cash generating units (CGUs) as
follows:

                                                            2010             2009            
                                                                                 
                                                               £                £               
                                                                                 
FTC                                                                              
                                                                                 
Futures Training Centres                               1,037,978        1,037,978       
                                                                                 
A&R Group                                                                        
                                                                                 
A&R Training Services                                  2,611,205                -               
                                                                                 
S&S Training Services                                    397,519                -               
                                                       ========         ========
                          
                                                       3,008,724                -               
                                                                                 
                                                       ---------       ----------
                                                                                 
                                                       4,046,702        1,037,978       
                                                                                 
                                                       ========         ========        

Impairment of goodwill and intangible assets

The total amount of goodwill acquired through business combinations and recognised at 31 March 
2010 is allocated for impairment testing to three cash  generating  units. This represents the 
lowest level within the Group at which goodwill is monitored for internal management purposes.

Following the impairment test during the year, no charge  has  been  recognised  in  the income 
statement in respect of goodwill impairment.

6 Acquisitions

The Company made two acquisitions in the year. The  total  consideration  for acquisitions made 
in the year was £4,040,638 of which £3,565,638 was paid in  cash  and  £475,000 by the issue of 
loan notes. The cash acquired on acquisition totalled £673,713

A&R Training Services Limited

On 6 May 2009 the Company acquired 100% of the issued share capital  of  A&R  Training  Services 
Limited which provides government sponsored vocational  training. The  acquisition was satisfied 
by way of cash consideration and the  issue  of  loan  notes. The transaction has been accounted 
for by the purchase method of accounting.

Satisfied by:                                                                   £              
                                                                               
Cash                                                                    2,850,202      
                                                                               
Convertible Loan Notes                                                    400,000        
                                                                               
                                                                       ----------
                                                                               
                                                                        3,250,202      
                                                                               
Acquisition costs                                                          33,787         
                                                                               
                                                                      -----------
                                                                               
                                                                        3,283,989      
                                                                                 
                                                                         ========       

The outflow of cash resulting from the acquisition is as follows:

                                                                                £              
                                                                               
Cash                                                                    2,850,202      
                                                                               
Acquisition costs                                                          33,787         
                                                                               
Cash and cash equivalents                                                (352,717)      
acquired                                                                       
                                                                               
                                                                       -----------
                                                                               
                                                                        2,531,272      
                                                                               
                                                                         ========       

The  £400,000 of Convertible  Loan  Notes issued as part of the consideration for A&R Training 
Services Limited are unsecured, bear  interest  at 6%  per  annum  and  are redeemable in four 
semi-annual payments of £100,000 commencing on 31 January 2010. The Loan Notes are convertible, 
at the Loan Note holders' option,  should the Company fail to make a redemption payment by the 
due date.

S&S Training Services Limited

On 1 February 2010 the Company acquired 100% of the issued share capital of S&S Training Services 
Limited which provides government sponsored vocational training. The acquisition was satisfied by 
way of cash consideration and the  issue of loan notes. The transaction has been accounted for by 
the purchase method of accounting. 

Satisfied by:                                                                   £             
                                                                               
Cash                                                                      715,436       
                                                                               
Loan notes                                                                 75,000        
                                                                               
                                                                       ----------
                                                                               
                                                                          790,436       
                                                                               
Acquisition costs                                                          15,176        
                                                                               
                                                                       ----------
                                                                               
                                                                          805,612       
                                                                               
                                                                         ========      

The outflow of cash resulting from the acquisition is as follows:

                                                                                £             
                                                                               
Cash                                                                      715,436       
                                                                               
Acquisition costs                                                          15,176        
                                                                               
Cash and cash equivalents                                                (320,996)     
acquired                                              
                                                                         --------
                                                                               
                                                                          409,616       
                                                                               
                                                                         ========      

The £75,000 (nominal value) of Loan Notes issued as part of the consideration for S&S Training 
Services Limited are unsecured, bear interest at 6% per annum and are redeemable in three equal 
instalments of £25,000 on 31 March, 30 June and 30 September 2010.

7 Financial liabilities

                                                            2010             2009          
                                                                               
                                                               £                £             
                                                                               
Current                                                                        
                                                                               
Convertible Loan Note                                    200,000                -             
                                                                               
Loan Note                                                 50,000                -             
                                                                                 
                                                        --------          -------- 
                                                                               
                                                         250,000                -             
                                                                               
Non-Current                                                                    
                                                                               
Convertible Loan Note                                    100,000                -             
                                                                               
                                                        --------          -------- 
                                                                               
                                                         350,000                -             
                                                                               
                                                        ========          ========      

Convertible Loan Note

£400,000 (nominal value)  of Convertible Loan Notes were issued as part of the consideration for 
A&R Training Services Limited. The Convertible Loan Notes are unsecured, bear interest at 6% per 
annum and are redeemable in four semi-annual payments of £100,000 with the first payment made on 
31 January 2010. Should the  Company fail to make a redemption payment by the due date, the Loan 
Note holders may either grant an extension of time for payment or convert  the  Loan Notes being 
redeemed into Ordinary Shares. The conversion price is the higher of: i) the mid-market price per 
Ordinary Share on the date of conversion; or  ii) 30  pence  per Ordinary Share. Interest will be 
paid on each redemption date.

The Convertible Loan Note is a liability instrument because the conversion feature is not a fixed 
amount of shares for a fixed amount of debt. The derivative asset element of the conversion feature 
is at present not material.

Loan Note

£75,000 (nominal value) of  Loan  Notes  were issued as part of the consideration for S&S Training 
Services Limited. The Loan Notes are unsecured, bear interest  at  6% per annum and are redeemable 
in three equal instalments of £25,000 on 31 March, 30 June and 30 September 2010.

8 Provisions

                                                                     Leasehold
                                                                 Dilapidations
                                                                              
                                                                             £              
                                                                              
At 1 April 2009                                                              -              
                                                                              
Arising in year                                                         34,703         
                                                                              
Acquired on business combinations                                      151,862        
                                                                                     
                                                                     ---------
                                                                              
As at 31 March 2010                                                    186,565        
                                                                              
                                                                      ========       
                                                                              
Current                                                                181,037        
                                                                              
Non-current                                                              5,528          
                                                                              
                                                                    ---------- 
                                                                              
Total                                                                  186,565        
                                                                              
                                                                      ========       

Leasehold dilapidations relate to the estimated cost of returning leasehold properties to their 
original state at the end of the lease (or break date where the Group has decided to exercise a 
break clause) in accordance with the lease  terms. The  cost  is  recognised as depreciation of 
leasehold improvements over  the  remaining term  of the lease. The main uncertainty relates to 
estimating the cost that will be incurred at the end of the lease.

9 Share capital

The Company has one class of Ordinary shares which carry  equal  voting  rights and no right to 
fixed income.

                                                            2010             2009      
                                                                            
                                                               £                £         
                                                                            
Authorised                                                                  
                                                                            
100,000,000 Ordinary shares of 10p each               10,000,000       10,000,000
                                                                            
                                                     ===========       ==========  
                                                                            
Allotted, issued and fully paid                                             
                                                                            
20,520,000 (2009 - 9,760,000) ordinary                 2,052,000          976,000   
shares of 10p                                                               
                                                                            
                                                      ===========       ==========  

10 Dividends

The directors do not recommend payment of a dividend.

The Financial Statements for the year to 31 March 2010 will be posted to shareholders.

Copies of the Financial Statements may be obtained from the Company Secretary, Woodspeen Training 
plc, 32 Wingate Road, Hammersmith, London W6 0UR, the  Company's website or from the PLUS Markets 
Group website.

The Parent Company's Annual General Meeting  will  be  held  at the offices of Memery Crystal LLP, 
44 Southampton Buildings, London WC2A 1AY on 4 August 2010 at 11.30 am.

The directors of Woodspeen Training plc take responsibility for this announcement.

Contacts:

Woodspeen Training plc Si Hussain 0786 283 7437

Lynn Chandler 07932 753 799

Corporate Advisor

St Helens Capital Partners LLP Oliver Cooke 020 7368 6959

Broker

Fairfax I.S. PLC Ewan Leggat/Laura Littley 020 7598 5368


                           

a d v e r t i s e m e n t