TIDMEVT
31 March 2011
Eurovestech plc
("Eurovestech", "the Group" or "the Company")
Interim report for the six months ended 31 December 2010 ("the period" or "the
six months")
Highlights
* ToLuna, the Company's largest investment, has received an offer valuing it
at GBP161 million
* Eurovestech's investment in ToLuna is valued at GBP47.7 million by the offer;
adding prior share sales brings the return to more than 30 times the cost
of investment
* Group after-tax profit GBP0.6 million (six months to 31 December 2009: GBP39.3
million including disposal gains)
* Company net assets of GBP62.4 million, 18.9p per share at 31 December 2010*
* Record revenues at KSS Fuels
* Further progress and recognition for Audionamix
* Maxifier has won contracts after its demerger
*Net assets are expected to exceed GBP68 million (20.5p per share) if the
acquisition of ToLuna is approved by the Court. Net assets at 31 December 2009
were GBP68.6 million (20p per share), before the cash return of 2.18 pence per
share in March 2010.
Richard Bernstein, Chief Executive, comments:
"The offer for ToLuna, our largest investment, values Eurovestech's holding at
GBP47.7 million, after previous share sales of GBP14.5 million, bringing the total
to GBP62.2 million. On an investment which cost GBP2 million, this is an excellent
outcome and is an example of our successful efforts to identify, drive, realise
and release value within our portfolio".
Further Enquiries
Eurovestech plc
Richard Bernstein (Chief Executive Officer) 020 7491 0770
Merchant Securities Limited
David Worlidge / Simon Clements 020 7628 2200
Cenkos Securities
Ivonne Cantu 020 7397 8900
Chairman's Statement
I am pleased to report our results for the six months ended 31 December 2010;
this has been another period of exceptional progress for Eurovestech and its
investee companies.
The clearest evidence of this progress is the proposed acquisition of ToLuna by
ITWP Acquisitions ("ITWP") announced on 14 February 2011. Further details of
this are set out in Note 8 (Post Balance Sheet Events) and in the Portfolio
Review section which follows.
The proposed acquisition is to be implemented by a scheme of arrangement. If
the acquisition is approved by the Court in the coming month, Eurovestech
expects to receive, in return for its shareholding in ToLuna, a 9.8 per cent
shareholding in ITWP plus GBP37.2 million in convertible loan notes, from which
it is guaranteed to receive GBP25 million cash by 30 June 2010. The terms of the
offer value our ToLuna shareholding at GBP47.7 million, following previous share
sales which realised GBP14.5 million.
Results for Eurovestech for the six months ended 31 December 2010 show a profit
after tax on continuing operations of GBP0.6 million. The figure for the six
months to 31 December 2009 (the previous period) was a profit after tax of GBP
39.3 million, because this figure included disposal profits and gains on the
re-recognition of Eurovestech's ToLuna holding under accounting rules.
Basic earnings per share were 0.18 pence, compared to 11.41 pence in the
previous period.
As we have always said, our focus is on building value for shareholders. The
net asset value of our investments is a critical benchmark. You will see in our
report the company balance sheet of Eurovestech, which shows shareholders'
funds of GBP62.4 million (equivalent to 18.9 pence per share). This compares to GBP
61.1 million (18.5 pence per share) at 30 June 2010. It compares to GBP68.6
million (20p per share) at 31 December 2009, before the cash return of 2.18p
per share to investors in March 2010. If the ToLuna acquisition is completed,
shareholders' funds should exceed GBP68 million (20.5p per share).
We are pleased with what we consider to be an extraordinary ToLuna result.
However, we have not stopped, and will not stop there; for we are encouraged by
the progress of our other investee companies. News on this is set out in more
detail below.
Portfolio Review
TOLUNA
ToLuna is the world's leading independent online panel and survey technology
provider. One measure of this: an average of more than one million votes was
cast per day on the Toluna.com social voting website. ToLuna made further
financial progress during the period. In March 2011 it reported its unaudited
results for the year ended 31 December 2010. Its revenues were GBP73.6 million,
up from GBP49.5 million in 2009, with market share gains in Europe and it grew
strongly in the Asia Pacific region. Underlying pretax profit was GBP12.6
million, up from GBP7.6 million. Net cash was in excess of GBP13 million, up from GBP
11 million.
At 31 December 2010 Eurovestech owned 29.6 per cent of ToLuna and the market
value was GBP37.5 million.
On 14 February 2011 ToLuna announced its proposed acquisition by ITWP
Acquisitions Limited ("ITWP") through a Scheme of Arrangement. The proposed
consideration is a mix of cash, ITWP shares, and Loan Notes (see Note 8 for
details).
Should the Scheme become effective, Eurovestech expects to hold approximately
9.8 per cent of the issued share capital of ITWP, plus ITWP Loan Notes with a
nominal value of GBP37.2 million, of which it is guaranteed to receive at least GBP
25 million in cash by 30 June 2011.
In conjunction with the proposed acquisition, Eurovestech provided an indemnity
up to a maximum liability of GBP2.6 million, payable in certain circumstances. We
are pleased to report that the obligations under this indemnity have now fallen
away.
To describe the ToLuna story more fully: Eurovestech initially provided seed
capital of GBP512,000 to ToLuna at its foundation in 2000. Further investment
between 2000 and 2005 brought the total cost of the investment to GBP2 million.
We supported the flotation of ToLuna on AIM in 2005, we helped guide its
expansion into 34 countries and its transformational purchase of Greenfield ISS
Online in 2009.
The proposed acquisition is not yet complete. However, ITWP is supported by
Verlinvest SA, which is already a significant shareholder in ToLuna. ITWP has
stated that it aims to accelerate ToLuna's growth and to invest significantly
in the business. Eurovestech, which co-founded ToLuna and supported its
development from the outset, intends to continue its support as a shareholder
under the proposed new ownership structure.
KSS Ltd. ("KSS Fuels")
KSS Fuels is the leading global provider of software, analytics and consulting
to fuel retailers and wholesalers in the oil and gas, convenience store and
retail industries. KSS Fuels generated record revenues for the period, and they
were 15 per cent ahead of the comparative period.
Growth in revenue was driven by contract success, including the signing of Hess
Corporation, a large US fuels retailer, and Galp Energia, a large network of
fuel retailing sites in Spain, as well as two US independent refiners who
signed for KSS's RackPrice wholesale pricing solution. Revenue expansion was
further driven by Consulting and Analytics, which support and enhance the core
fuels pricing software solutions.
Investment in further new growth strategies has been made. These are expected
to begin generating revenue in the current six month period, and KSS Fuels is
targeting increased profits for the year to June 2011.
Looking further forward, KSS continues its efforts to expand beyond its key
markets in North America and Europe. It has active sales prospects in Brazil,
Australia, South Africa and India.
As KSS seeks to provide pro-active pricing solutions at all times, greater
interest in its fuel price solutions should result from the current volatility
in fuel costs that is the consequence of unrest in the Middle East.
At 31 December 2010 Eurovestech owned 100 per cent of KSS Fuels.
MAGENTA CORPORATION ("MAGENTA")
Magenta is a leading supplier of dynamic real time software scheduling for key
businesses in the transport industry. Magenta's products allow these
enterprises to do more business, with the same resources, at a lower
operational cost.
During the period Magenta moved into operating profitability, delivered one
major project successfully, and also won two important new deals. It delivered
an advanced system to Corporate Solutions Logistics, which allows collaboration
through the transport network and an intelligent supplier selection. Magenta
won a contract from Avis UK for a system enabling complex scheduling and
control of the Avis UK fleet. Magenta also agreed a new deal with Gist, one of
the UK's largest supply chain logistics specialists, to enhance its scheduling
system and support future growth.
During the period Magenta appointed a new chief executive officer, Richard
Puddephatt.
Magenta is forecasting a full year profit in the year to December 2011.
At 31 December 2010 Eurovestech owned 49.6 per cent of Magenta.
MAXIFIER
Maxifier provides campaign optimisation and advertising intelligence software
which enables customers to optimise their online advertising operations and
revenues. Its clients include Channel 4, The Guardian, IPC Media, Pittsburgh
Post-Gazette, Bauer Media and Eyeconomy.
Maxifier was demerged from Magenta on 1 December 2010. This was to enable it to
leverage a significant market opportunity emerging from its early success
contracting for leading media groups.
In January 2011, for example, The Guardian analysed an online campaign that was
targeted at UK customers, through Maxifier. As a result of Maxifier's
optimisation work, changes were made to key metrics during the campaign. The
Guardian's analysis found that these changes delivered a 27 per cent increase
in engagement and outperformed the inventory not optimised by 64 per cent.
In February 2011 Maxifier announced that the Pittsburgh Post-Gazette in
Pennsylvania, USA and BlogHer in New York, USA have implemented Maxifier's
campaign optimisation and advertising intelligence platform for their websites.
Maxifier expects to grow its customer base from ten customers under contract by
31 March 2011 to more than 30 under contract by the end of the calendar year.
Once all these contracts are implemented, Maxifier expects to be profitable and
that its pace of growth will accelerate throughout 2012.
In January 2011 Maxifier appointed Jonathon Shaevitz as chief executive officer
and completed a GBP1 million funding to accelerate its growth. The funding was
shared equally by Eurovestech and its co-investor.
At 31 December 2010 Eurovestech owned 49.6 per cent of Maxifier.
LOGNET SYSTEMS ("LOGNET")
LogNet provides billing and e-billing solutions, which help telecoms and
utility companies to cut operating costs and achieve greater profitability.
In November 2010 LogNet announced it had deployed its MaxBill product suite for
TelZar 019, an international carrier based in Israel. MaxBill enabled TelZar to
provide both pre-paid and post-paid telecom services efficiently. Toward the
end of the period, however, LogNet experienced some delays in finalising
contracts. Consequently, Eurovestech reduced the carrying value of its
investment by GBP0.5 million. We believe that LogNet is making vigorous efforts
to conclude these contracts.
In early 2011 LogNet was selected by V.R.M Voizplus to deliver a multiple
customer management and billing solution. Voizplus, based in Thailand, provides
voice and data services over IP networks for carriers and resellers and
specialises in internet telephone solutions. More recently LogNet has won a
contract from First Utility, a UK smart utility company.
At 31 December 2010 Eurovestech owned 26.5 per cent of LogNet.
AUDIONAMIX
Audionamix's sound separation technology allows dramatic enhancement of the
audio content of music, film and television.
Audionamix has secured contracts from CBS, Warner Bros Animation, Warner Bros
Pictures, Warner Music Group and other smaller labels. This is recognition of
the strength of its technology and the quality of its service and raises the
potential for multiple repeat orders.
Audionamix is now focusing most of its commercial efforts on music replacement.
This gives content owners the ability not only to remove unwanted licensed
music but also the full service of replacing it with alternative, cost
effective variations, all at a "one stop" service provider.
Audionamix is beginning to win a steady flow of business in providing music
labels such as Warner Music Group and BMG Publishing with synchronisation
opportunities, and video games companies such as Voxler with automated
solutions for their platforms.
In March 2011, Universal Studios released a special 50th anniversary edition of
the classic Alfred Hitchcock film "Psycho" with an entirely new audio mix using
Audionamix stem separation technology. This process also enabled foreign
territories to re-integrate the new music mix into the old foreign language mix
using Dialogue Extraction technology.
Audionamix technology is once again being used in Hollywood blockbuster films
with instrument and voice separation in Warner Bros. "Inception" and the soon
to be released "Sucker Punch" as well as previously unreleased Mel Blanc
recordings of Daffy Duck, Tweety and Sylvester and the Looney Tunes family.
We are delighted to report that Audionamix has recently won the first stage of
what we hope will become an extremely important contract with CBS for music
"disassociation". Using this service allows the customer to release TV series
abroad where the licensing cost would otherwise have been prohibitive.
Audionamix has also pioneered a "green sound" concept - the removal of unwanted
or annoying sounds. This has stirred interest following its success during the
2010 FIFA World Cup in providing a "Vuvuzela remover" for the Canal Plus TV
network.
In the first quarter of 2011, Audionamix's commercial revenues have grown at an
encouraging rate. It is targeting further growth during 2011.
At 31 December 2010 Eurovestech owned 46.3 per cent of Audionamix.
ARKeX Ltd ("ARKeX")
ARKeX continues to win orders for its gravity gradiometry surveys, which help
energy and mineral explorers to build an enhanced picture of sub-surface
geology.
Early in the period, it won contracts from Tower Resources in Uganda and Ophir
in Madagascar to assist in onshore exploration and from Svenska Petroleum
Exploration for a BlueQube marine survey off the shores of Guinea Bissau. In
October 2010 ARKeX appointed a new CEO and formed a new Services division to
enhance its delivery. Entering 2011, the order book was at a record high and
ARKeX is well positioned to benefit from an upturn in the oil and gas services
sector.
Subsequent to the period end, ARKeX announced that its survey for Tower
Resources confirmed the presence of previously undefined structures and
provided new insight into the area. In February 2011 Forent Energy reported
that a high resolution geophysical imaging programme completed by ARKeX had
identified anomalies that will allow efficient placement of 2D seismic lines,
greatly minimising cost and landowner impact. In March 2011 ARKeX was awarded a
contract by Saudi Aramco for a BlueQube marine survey in the Red Sea.
Eurovestech owns 2.5 per cent of ARKeX.
CHARITABLE DONATIONS
In 2000, from the beginning of its life as a quoted company, Eurovestech set
out a commitment to support charities by issuing and gifting shares. The
Company has today issued 600,000 new ordinary shares of Eurovestech divided
equally between the following six charitable organisations: Alabare Christian
Support, One to One Children's Fund, Diabetes UK, Hadassah UK, United Nations
Foundation for Global Impact and Care for Casualties.
Richard Bernstein, Chief Executive of Eurovestech, has paid the GBP6,000 to
facilitate their issue, representing the nominal value of these shares of one
penny per share. Application has been made for these shares to be admitted to
AIM and it is expected that dealings will commence on 7 April 2011.
Including these shares, since its flotation in 2000 Eurovestech has created and
gifted 10,600,000 shares to 94 separate charitable organisations. Including the
cash returned to shareholders in March 2010, charities will have received cash
and shares currently valued at GBP1.9 million. We are proud that so many worthy
causes have benefited from our success.
PROSPECTS
Of course, the economic outlook remains challenging, with uncertainty about the
strength of recovery, the rise of inflation here in the UK, shocks to the
infrastructure and social and economic well-being in Japan, and political
instability in the Middle East and North Africa. However, the portfolio of
businesses we have built has proved its resilience in challenging conditions,
and we are confident that it will continue to do so.
We have proved the success of our model through the growth of these companies,
and through the realisation of value, most recently at KSS Retail and ToLuna.
Following last year's disposals, we returned GBP10 million to shareholders.
Our balance sheet remains strong with net cash of GBP3.3 million at the period
end - prior to the expected cash proceeds from ToLuna. This gives us added
strength and flexibility to maximise the value of our investee companies.
The potential to add further value remains very promising. We intend to
continue the strategy of nurturing our companies and realising value for our
shareholders. We are confident in our ability to continue to deliver
exceptional returns.
Richard Grogan
Chairman
31 March 2011
Consolidated Income Statement
Six month
Six month period to 31
period to 31 December Year ended
December 2009 30 June
2010 (unaudited) 2010
(unaudited) (restated) (audited)
Notes GBP'000 GBP'000 GBP'000
Continuing operations
Revenue 3 3,742 3,328 6,806
Investment income 178 14 330
Net gains on financial assets 1,737 (2,320) 26
at fair value
Operating expenses (4,911) (5,725) (10,710)
Operating profit/(loss) 3 746 (4,703) (3,548)
Finance income 1 34 40
Finance costs (163) (1) (156)
Profit before tax 584 (4,670) (3,664)
Income tax credit 1 - (101)
Profit/(loss) for the period 585 (4,670) (3,765)
from continuing operations
Discontinued operations
Profit for the period from - 43,969 44,194
discontinued operations
Profit for the period 585 39,299 40,429
Attributable to:
Equity holders of the Company 585 39,299 40,429
Earnings per share
Basic earnings per share (pence) 4 0.18 11.41 11.83
Diluted earnings per share 4 0.18 11.29 11.74
(pence)
Prior period figures are restated for reclassification of the gains on disposal
of KSS Retail and partial disposal of ToLuna plc within discontinued
operations.
Consolidated Statement of Comprehensive Income
Six month Six month
period to 31 period to 31 Year ended
December December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit for the period 585 39,299 40,429
Foreign exchange movements (69) (45) 143
Total income and expense 516 39,254 40,572
recognised in the period
Attributable to:
Equity holders of the Company 516 39,254 40,572
Consolidated Statement of Financial Position
31 December 31 December 30 June
2010 2009 2010
Notes (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Property, plant and equipment 128 100 93
Other intangible assets 17 32 24
Financial assets at fair value 5 48,187 45,048 47,813
through profit or loss
Deferred tax asset 1,288 1,372 1,288
49,620 46,552 49,218
Current assets
Trade and other receivables 3,511 15,713 2,264
Financial assets at fair value 3,784 3,755 5,810
through profit or loss
Cash and cash equivalents 3,346 2,082 4,313
10,641 21,550 12,387
Liabilities
Current liabilities
Trade and other payables 3,106 2,148 6,120
Income tax liabilities 86 - 65
Borrowings 17 20 17
3,209 2,168 6,202
Net current assets 7,432 19,382 6,185
Non-current liabilities
Borrowings 9 26 17
Provisions 4,980 5,418 3,889
4,989 5,444 3,906
Net assets 52,063 60,490 51,497
Equity
Capital and reserves attributable
to the equity holders of the Company
Issued capital 3,308 3,445 3,304
Share premium 45 18,798 -
Capital redemption reserve 4,432 - 4,432
Other reserves (187) 132 (119)
Retained earnings 44,465 38,115 43,880
Total equity 52,063 60,490 51,497
Consolidated Statement of Cashflows
Six month Six month
period to 31 period to 31 Year ended
December December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Profit for the period before taxation 584 39,299 40,530
Adjustments for:
Net finance costs 162 (33) 116
Depreciation of property, 40 86 125
plant and equipment
Amortisation of intangible assets 9 11 29
Gains on financial assets (2,237) (28,173) (31,519)
Impairment of financial assets 500 - 1,000
Profit on disposal of non-current - (13,180) (13,405)
investments
Movement on provision 941 2,043 514
Investment income (178) (14) (330)
Share based payments 1 11 145
Increase in trade and other receivables (1,247) (3,245) (791)
(Decrease)/increase in trade (3,014) (987) 3,104
and other payables
Net cash used in operations (4,439) (4,182) (482)
Finance costs (163) (1) (156)
Income tax received 4 - 146
Net cash used in operating activities (4,598) (4,183) (492)
Cash flows from investing activities
Finance income 1 34 40
Disposal of subsidiary undertakings - 16,779
Purchase of property, plant and (75) (67) (56)
equipment
Purchase of intangible assets (2) (21) (25)
Dividends received 178 75 330
Disposal of financial assets 10,317 13,086 19,556
Purchase of financial assets (6,801) (12,271) (27,271)
Net cash generated by investing 3,618 836 9,353
activities
Cash flows from financing activities
Finance lease capital repayments (6) (1) (13)
B Share dividend paid - - (3,343)
Redemption of C shares - - (4,257)
Purchase of own shares - - (2,423)
Proceeds from issue of equity shares 4 2 76
Net cash (used in)/generated (2) 1 (9,960)
by financing activities
Net decrease in cash and (982) (3,346) (1,099)
cash equivalents
Exchange movements 15 65 59
Cash and cash equivalents 4,313 5,363 5,363
at the start of the period
Cash and cash equivalents 3,346 2,082 4,313
at the end of the period
Consolidated Statement of Changes in Equity
Capital
Share Share redemption Other Retained Minority Total
capital premium reserve reserves earnings interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 July 2010 3,304 - 4,432 (119) 43,880 - 51,497
Charity shares 4 45 - - - - 49
Share based - - - - -
payment charge 1 1
Transactions 4 45 - - -
with 1 50
owners
Foreign - - - - -
exchange (69) (69)
movements
Profit for the - - - - -
period 585 585
Total - - - -
comprehensive
income (69) 585 516
At 31 December -
2010 3,308 45 4,432 (187) 44,465 52,063
At 1 July 2009 3,443 18,771 - 34 (1,184) 7,400 28,464
Charity shares 2 27 - - - - 29
Share based - - - - -
payment charge 11 11
Transactions - - -
with
owners 2 27 11 40
Foreign - - - (45) - - (45)
exchange
movements
Profit for the - - - - 39,299 - 39,299
period
Disposal of - - - -
subsidiary 132 (7,400) (7,268)
Total - - -
comprehensive
income 87 39,299 (7,400) 31,986
At 31 December - -
2009 3,445 18,798 132 38,115 60,490
Notes to the interim report
1. Legal status and activities
Eurovestech Plc ("the Company") and its subsidiaries (together "the Group")
make investments in technology businesses.
The principal trading subsidiary during the period was Knowledge Support
Systems Limited ("KSS Fuels"). KSS Fuels is the leading global provider of
price management and optimisation solutions to the fuel retail and oil and gas
wholesale industries.
The Company is a public limited company which is quoted on the Alternative
Investment Market of the London Stock Exchange and is incorporated and
domiciled in the UK. The address of the registered office is 29 Curzon Street,
London, W1J 7TL.
2. Basis of preparation
This interim report for the six month period ended 31 December 2010 has been
prepared in compliance with IAS 34 `Interim financial reporting'. It does not
include all the information required for full annual financial statements and
should be read in conjunction with the consolidated financial statements of the
Group for the year ended 30 June 2010, which were prepared under International
Financial Reporting Standards ("IFRS") as adopted by the European Union.
The interim financial information has been prepared on a basis which is
consistent with the accounting policies adopted by the Group for the last
financial statements and in compliance with IAS 34.
The financial information presented does not constitute statutory accounts as
defined by section 434 of the Companies Act 2006. The Group's statutory
accounts for the year ended 30 June 2010 have been filed with the Registrar of
Companies. The auditors, PricewaterhouseCoopers LLP, reported on these accounts
and their report was unqualified and did not contain a statement under section
498 of the Companies Act 2006.
Comparative figures are given for the six months to 31 December 2009 and the
year ended 30 June 2010.
The income statement for the six month period to 30 June 2009 has been restated
to reclassify the profit on disposal of KSS Retail (GBP9m), the partial disposal
of ToLuna plc (GBP4m) and the reinstatement of ToLuna plc as an investment at
market value on the balance sheet (GBP31m) within discontinued operations.
3. Segmental analysis
a. Primary reporting format - business segments
The segment results for the six month period ended 31 December 2010 are as
follows:
Venture Software Total
capital development
GBP'000 GBP'000 GBP'000
Revenue 74 3,668 3,742
Investment income 178 - 178
Net gains on financial assets at fair 1,737 - 1,737
value
Other operating expenses (1,685) (3,226) (4,911)
Operating profit 304 442 746
Net finance cost (162)
Profit before tax 584
Income tax credit 1
Profit for the period 585
The segment results for the six month period ended 31 December 2009 are as
follows:
Venture Software Total
capital development
GBP'000 GBP'000 GBP'000
Revenue 133 3,195 3,328
Investment income 14 14
Net loss on financial assets at fair (2,320) - (2,320)
value
Other operating expenses (3,192) (2,533) (5,725)
Operating (loss)/profit (5,365) 662 (4,703)
Net finance income 33
Loss before tax (4,670)
Income tax credit -
Loss for the period (4,670)
The segment results for the year ended 30 June 2010 are as follows:
Venture Software Total
capital development
GBP'000 GBP'000 GBP'000
Revenue 208 6,598 6,806
Investment income 330 - 330
Net gains on financial assets at fair 26 - 26
value
Other operating expenses (5,077) (5,633) (10,710)
Operating (loss)/profit (4,513) 965 (3,548)
Net finance cost (116)
Loss before tax (3,664)
Income tax charge (101)
Loss for the year (3,765)
4. Earnings per share
Six months Six months
to 31 to 31 Year ended
December December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit/(loss) for the period attributable 585 (4,670) (3,765)
to continuing operations
Profit for the period attributable to - 43,969 44,194
discontinued operations
Profit for the period attributable to 585 39,299 40,429
equity shareholders
Basic earnings/(loss) per share (pence)
from continuing operations 0.18 (1.37) (1.10)
from discontinued operations - 12.78 12.93
0.18 11.41 11.83
Diluted earnings/(loss) per share (pence)
from continuing operations 0.18 (1.35) (1.09)
from discontinued operations - 12.64 12.83
0.18 11.29 11.74
Shares Shares Shares
Issued ordinary shares at 330,250,000 344,322,801 344,322,801
start of the period
Net movement in ordinary 400,000 200,000 (14,072,801)
shares in the period
Issued ordinary shares at 330,650,000 344,522,801 330,250,000
end of the period
Weighted average number 330,450,000 344,422,801 341,668,818
of shares in issue
Dilutive effect of options 2,074,559 3,657,024 2,792,407
Diluted weighted average shares 332,524,559 348,079,825 344,461,225
5. Non-current financial assets at fair value through profit or loss
Equity
investments
GBP'000
At 1 July 2009 9,913
Additions 36,593
Net gain on investments at fair 2,338
value
Impairment of investments (1,000)
Disposals (31)
At 1 July 2010 47,813
Additions 725
Net gain on investments at fair 149
value
Impairment of investments (500)
At 31 December 2010 48,187
Additions are primarily investment in Maxifier Limited, which demerged from
Magenta Corporation Limited during the period. The impairment relates to LogNet
Systems which has underperformed.
The prior period additions derive from recognition of ToLuna plc as an
investment and additional investment in all other investments.
6. Company Balance Sheet
At 31 At 31 At 30
December December June
2010 2009 2010
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Fixed assets
Tangible assets 12 4 13
Investments 57,687 54,548 57,313
57,699 54,552 57,326
Current assets
Debtors 235 13,068 170
Investments 3,784 3,755 5,810
Cash at bank and in hand 731 784 1,726
4,750 17,607 7,706
Creditors: amounts falling due (99) (3,542) (3,965)
within one year
Net current assets 4,651 14,065 3,741
Net assets 62,350 68,617 61,067
Capital and reserves
Called up share capital 3,308 3,445 3,304
Share premium account 45 18,798 -
Capital redemption reserve 4,432 - 4,432
Other reserve 100 100 100
Profit and loss account 54,465 46,274 53,231
Shareholders' funds 62,350 68,617 61,067
7. Dividends
No interim dividend has been paid during the period. On 1 April 2010, the
company returned 2.18 pence per share to its shareholders as part of its Return
of Cash scheme via B share dividend or C share redemption.
8. Post balance sheet events
On 14 February 2011, ToLuna plc ("ToLuna"), Eurovestech's largest investee
company, announced the terms of an acquisition of ToLuna by ITWP Acquisitions
Limited ("ITWP") to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006 ("Scheme"). ITWP is a newly incorporated company
formed for the purpose of implementing the acquisition. ITWP is supported by
Verlinvest SA, a significant shareholder in ToLuna.
The Company has provided an irrevocable undertaking to vote in favour of the
Scheme (including the required resolutions) in respect of its entire beneficial
holdings of ToLuna shares amounting to 14,907,917 ToLuna shares. In addition,
Eurovestech has also given ITWP an irrevocable undertaking to elect to receive
all of its consideration under the Scheme in the form of:
1,051,828,838 ordinary shares of GBP0.01 each in the capital of ITWP ("ITWP
Shares");
GBP35,000,000 in nominal value of B loan notes; and
GBP2,187,046.02 in nominal value of C loan notes to be issued by ITWP.
To the extent that any other ToLuna shareholders elect to receive ITWP Shares,
B loan notes or C loan notes, then the consideration payable to Eurovestech
will be adjusted with cash at the rate of GBP1 for every GBP1 of nominal value of
ITWP Shares, B loan notes or C loan notes.
Under the terms of the Scheme ITWP has committed to redeem by 30 June 2011 B
loan notes totalling GBP25 million. Verlinvest SA has procured an irrevocable
bank guarantee for GBP25 million in favour of ITWP to guarantee ITWP's payment
obligations under the B loan notes. After 30 June 2012, any loan notes which
remain outstanding will be compulsorily convertible into ITWP Shares, subject
to certain conditions, at a rate of one ITWP Share for each 1 penny in nominal
value of loan notes. Neither the B loan notes nor the C loan notes will bear
any interest.
In conjunction with the proposed acquisition of ToLuna, Eurovestech provided an
indemnity up to a maximum liability of GBP2.6 million which is payable in certain
circumstances. We are pleased to report that the obligations under this
indemnity have now fallen away.
Eurovestech expects that it will hold approximately 9.8 per cent. of the issued
share capital of ITWP following the Scheme becoming effective. Immediately
following the issue of its ITWP Shares, Eurovestech will enter into a
shareholders' agreement with certain other shareholders of ITWP, as holders of
more than five per cent. of the ITWP Shares.
9. Further information
Copies of the interim results for the six months ended 31 December 2010 will
shortly available from the Company's website www.eurovestech.com. The directors
are responsible for the maintenance and integrity of the group's website on the
internet. However information is accessible in many different countries where
legislation governing the preparation and dissemination of financial
information may differ to that applicable to the United Kingdom.
10. Forward-looking statements
Certain statements in these interim results are forward-looking. Although the
group believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to have been correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by those forward-looking statements.
We undertake no obligation to update any forward-looking statements whether as
a result of new information, future events or otherwise.
END
Eurovestech (LSE:EVT)
Historical Stock Chart
From Jul 2024 to Aug 2024
Eurovestech (LSE:EVT)
Historical Stock Chart
From Aug 2023 to Aug 2024
