Re:Final Results Announcement
December 17 2003 - 2:00AM
UK Regulatory
RNS Number:3390T
Hawthorn Holdings PLC
17 December 2003
HAWTHORN HOLDINGS PLC
RE: FINAL RESULTS ANNOUNCEMENT
In the RNS announcement (RNS Number: 1808T) of the Final Results on 12 December
2003, it was incorrectly stated that Alan McGee had donated his shares to a
charity of his choice.
Alan McGee continues to hold 2,212,161 ordinary shares representing
approximately 38.1 per cent. of the issued share capital.
_________________________________________________________________________
The following replaces the Final Results announcement released on 12 December at
07:00 under RNS number 1808T. Except for the deletion of the inaccuracy above
all other details remain unchanged, and the full amended text appears below.
_________________________________________________________________________
HAWTHORN HOLDINGS PLC
CHAIRMAN'S STATEMENT
Introduction
At the Extraordinary General Meeting held on 8 July 2003, shareholders voted
overwhelmingly in support of the resolution to dispose of the Company's trading
subsidiary Poptones Limited, together with its dormant subsidiaries and joint
venture companies. At the same time, approval was given to change the name of
Poptones Group PLC to Hawthorn Holdings PLC.
The report and accounts presented here cover the year to 30 June 2003 which, in
effect, represents the final trading period of the Poptones Group PLC as a
record company. Your Company is now a listed non-trading entity whose main asset
is cash at bank. At the date of this report the cash at bank amounted to
approximately #140,000.
Business review
Losses before tax during the period under review amounted to #488,000 (2002 -
#350,000 loss) on Group turnover of #69,000 (2002 - #1,720,000). Trading
conditions in the music industry remained tough throughout the year. With
expenditure continuing to outstrip revenue, and no realistic chance of raising
additional risk capital, the Board believes that the disposal of Poptones
Limited was both inevitable and the best way to preserve what remained of
shareholders funds.
Board and Management
Upon acquiring the Company's trading subsidiary, Alan McGee resigned from the
Board and his contract of employment was terminated without compensation. At the
same time, the remaining Directors agreed to waive their future remuneration.
Outlook
On 4 November 2003, it was necessary for the Company to make a statement
regarding movements in its share price. Since effectively becoming a cash shell,
Hawthorn Holdings PLC has been exploring options on how best to utilise its
remaining cash and AIM listing, including potential opportunities for another
business to reverse into Hawthorn.
At the time of the announcement, the Company had held preliminary discussions
with a third party, but no terms had been agreed. However, as any transaction
would be classified as a reverse takeover for the purposes of the AIM rules and
given the substantial movement in the Company's share price, for that reason,
dealings in the ordinary shares were suspended pending the outcome of these
discussions. These discussions are still ongoing and your Board will keep
shareholders fully informed of any developments.
J M Blackburn
Chairman
11 December 2003
HAWTHORN HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2003
_________________________________________________________________________
Notes 2003 2002
#000 #000
Turnover
- ongoing Group and share of joint - 1,961
ventures
- discontinued Group and share of joint 526 -
ventures
- less share of joint ventures turnover (457) (241)
--------- ---------
Group turnover 69 1,720
Cost of sales (125) (1,036)
---------- ----------
Gross (loss)/profit (56) 684
Selling and distribution expenses (111) (519)
Administrative expenses (337) (529)
--------- ----------
--------- ---------
Operating loss
- ongoing (159) (364)
- discontinued (345) -
--------- ---------
(504) (364)
Share of operating profit of joint 67 -
ventures
Provision for loss on sale of (64) -
subsidiaries --------- -----------
(501) (364)
Interest receivable 13 14
--------- -----------
Loss on ordinary activities before and
after tax and loss for the financial
year (488) (350)
Loss per share - basic and diluted 1 (8.5)p (6.1)p
There were no recognised gains or losses for the year other than those stated
above.
HAWTHORN HOLDINGS PLC
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2003
_________________________________________________________________________
Notes 2003 2002
#000 #000
Fixed assets
Intangible assets - -
Tangible assets - 3
Investment in joint ventures - -
-------- ---------
- 3
-------- --------
Current assets
Stock 18 8
Debtors 79 133
Cash at bank 206 784
------- --------
303 925
Creditors: amounts falling due within one year (161) (298)
--------- ---------
Net current assets 142 627
-------- --------
Net assets 142 630
======== ========
Capital and reserves
Called up share capital 5,721 5,721
Share premium account 933 933
Profit and loss account (6,512) (6,024)
--------- ---------
Shareholders' funds 142 630
======== ========
HAWTHORN HOLDINGS PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2003
Notes 2003 2002
#000 #000
Reconciliation of operating loss to net
cash outflow from operating activities
Operating loss (504) (364)
Depreciation and impairment of tangible fixed 3 49
assets
Profit on disposal of tangible fixed assets - (1)
(Increase)/decrease in stock (10) 155
Decrease in debtors 54 82
(Decrease)/increase in creditors (134) 76
------- ---------
Net cash outflow from operating activities (591) (3)
------- -----------
Returns on investment and servicing of
finance
Interest received 13 14
-------- ---------
Capital expenditure and financial investment
Purchase of tangible fixed assets - (4)
Purchase of fixed asset investments - 2
---------- ---------
- (2)
---------- ---------
Management of liquid resources
Increase in short term deposits 550 (550)
------ -------
Net cash outflow before and after financing
and
decrease in cash for the year (28) (541)
======== =======
NOTES TO THE CASH FLOW STATEMENT
Analysis of net funds At 1 July Cash At 30 June
2002 flow 2003
#000 #000 #000
Cash at bank 234 (28) 206
Short term deposits* 550 (550) -
----- ------- -------
Total 784 (578) 206
====== ======= =====
* Short term deposits are included within cash at bank in the balance sheet.
HAWTHORN HOLDINGS PLC
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 2003
1. LOSS PER SHARE
The calculation of loss per share is based on the loss for the
financial year of #488,000 (2002 - #350,000) and a weighted average number of
ordinary shares in issue during the year of 5,720,871 (2002 - 5,720,871).
On 15 November 2002, shareholders approved a 1 for 100 share
consolidation. As a result, the loss per share for the year ended 30 June 2002
has been restated from 0.06p to 6.1p.
Exercise of the Company's share options and warrants would not
result in any dilution in the loss per share.
2. POST BALANCE SHEET EVENTS
Following a strategic review of the business, the Directors announced on 13 June
2003 that they were recommending to shareholders the disposal to A J McGee of
the trading subsidiary Poptones Limited, the joint venture companies Poptones
Telstar 1 Limited and Poptones Telstar 2 Limited, and the dormant subsidiaries,
Poptones Music Limited and The Punk Rock Film Company Limited. The consideration
payable was to be #1.
Following completion of the disposal, A J McGee would resign from the Board and
agree to the termination of his service contract with the Company and would
waive any payment in lieu of notice and/or termination fees due to him under his
service contract. As part of the terms of the disposal, A J McGee would also be
contractually committed to provide additional consideration as follows:
1) 30% of Poptones Limited's entitlement to recoverable profits in excess
of #50,000 generated by either of the joint venture companies during the period
to 30 September 2004; and
2) A royalty calculated as a percentage of all album sales during the two
year period commencing on 8 July 2003, such percentage being 2% in respect of
back catalogue album sales, and 1% in respect of future album sales in excess of
100,000 units, increasing to 3% and 1.5% respectively once album sales have
exceeded 250,000 units.
Following the Extraordinary General Meeting held on 8 July 2003 at which
shareholders approved all of the resolutions put before the meeting, Poptones
Group PLC changed its name to Hawthorn Holdings PLC and became a non-trading
company with one dormant subsidiary, Poptones Investors Limited.
HAWTHORN HOLDINGS PLC
NOTES TO THE ACCOUNTS (continued)
FOR THE YEAR ENDED 30 JUNE 2003
3. This preliminary announcement does not consist of a full set of
statutory accounts within the meaning of section 240 Companies Act 1985,
The full statutory accounts, upon which the auditors have expressed
an unqualified opinion, will be filed with the Registrar of Companies before 31
January 2004. The annual report and accounts will be posted to shareholders on
19 December 2003 and will be available upon application from the company's
registered office at Third Floor, 345 Stockport Road, Manchester, M13 0LF.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR KGMMZVVRGFZM
