REG-Glen Group PLC Final Results - Part 2
Released: 15/01/2009
Part 2 : For preceding part double click [nRn1O6666L]
Disposal group
The disposal group consists of Eclectic Group Limited ("Eclectic") and its wholly owned subsidiary I G Software
Limited ("inGroup"). The assets and undertaking of these businesses were sold to Maxima Information Group Limited, a
wholly owned subsidiary of Maxima Holdings plc, effective 31 December 2007.
3. Acquisition of Colloquium Limited
On 27 June 2008, Pinnacle Telecom plc acquired 100% of the share capital of Colloquium Limited, a
company registered in Scotland. The total cost of acquisition includes the components stated below.
The purchase price of £130,400, including acquisition expenses, was settled in cash. With the
exception of intangible assets no adjustments have been made to the book values of the assets and
liabilities at acquisition. The book value of intangible assets at acquisition was nil. This can be
analysed as follows:
Assets
Non-current assets 78,430
Property, plant and equipment
Intangible assets 136,444
â â â â â â â
214,874
â â â â â â â
Current assets
Trade and other receivables 37,460
Cash and cash equivalents 14,452
â â â â â â â
Total current assets 51,912
â â â â â â â
Total assets 266,786
â â â â â â â
Liabilities
Current liabilities
Trade and other payables 88,156
Other taxes and social security costs 24,714
Other creditors and accruals 23,516
â â â â â â â
Total current liabilities 136,386
Total liabilities 136,386
â â â â â â â
Net assets 130,400
â â â â â â â â â
Turnover and operating loss of the company acquired for the
post acquisition period were £88,304 and £34,598
respectively. For the period 1 March 2008 to 30 September
2008 the turnover was £237,355 and the operating loss was
£102,554.
4. Segment Reporting
4.1 Analysis of revenue
2008 2007
£ £
By business sector
Mobile services 168,227 221,939
IT 126,546 423,503
Other telecommunication services 1,200,494 369,428
â â â â â â â â â â â â â â
Continuing operations 1,495,267 1,014,870
IT - discontinued operations 1,686,652 5,670,935
â â â â â â â â â â â â â â
Total revenue 3,181,919 6,685,805
â â â â â â â â â â â â â â
By destination
United Kingdom 3,181,919 6,685,805
â â â â â â â â â â â â â â
By origin
Glen Communications - continuing operations 197,008 638,077
Pinnacle Group 1,298,259 376,793
Eclectic and inGroup - discontinued operations 1,686,652 5,670,935
â â â â â â â â â â â â â â
Total revenue 3,181,919 6,685,805
â â â â â â â â â â â â â â
4.2 Analysis of net loss after tax
2008 2007
£ £
By business sector
Mobile services
Loss from operations before exceptional items (81,502) (578,964)
Reorganisation costs - (278,843)
Impairment of goodwill - (935,314)
â â â â â â â â â â â â â â
Loss from operations after exceptional items (81,502) (1,793,121)
â â â â â â â â â â â â â â
IT
Loss from operations before exceptional items (33,890) (124,927)
Reorganisation costs - (12,184)
Amortisation (20,000) (20,000)
Impairment of goodwill - (58,796)
â â â â â â â â â â â â â â
Loss from operations after exceptional items (53,890) (215,907)
â â â â â â â â â â â â â â
Other telecommunication services £ £
(Loss) / profit from operations before exceptional items (213,202) 49,636
Reorganisation costs - (14,388)
Amortisation (150,244) (45,741)
â â â â â â â â â â â â â â
Loss from operations after exceptional items (363,446) (10,493)
â â â â â â â â â â â â â â
Head office
Loss from operations (565,984) (564,075)
â â â â â â â â â â â â â â
Loss from continuing operations (1,064,822) (2,583,596)
IT - discontinued operations (566,108) (421,781)
â â â â â â â â â â â â â â
Loss for the year (1,630,930) (3,005,377)
â â â â â â â â â â â â â â
By destination - continuing and discontinued operations
United Kingdom (1,630,930) (3,005,377)
â â â â â â â â â â â â â â
By origin
Glen Group (565,984) (564,075)
Glen Communications (135,392) (2,009,028)
Pinnacle Group (363,446) (10,493)
â â â â â â â â â â â â â â
(1,064,822) (2,583,596)
Eclectic and inGroup - discontinued operations (566,108) (421,781)
â â â â â â â â â â â â â â
Loss for the year (1,630,930) (3,005,377)
â â â â â â â â â â â â â â
5. Operating loss 2008 2007
£ £
Loss from operations is stated after charging:
Exceptional cost of fundamental reorganisation - 305,415
Depreciation of owned fixed assets 59,360 93,778
Other operating lease rentals:
- buildings 70,953 101,670
- office equipment 1,413 14,576
Auditors' remuneration:
- company 12,400 13,337
- group 60,575 46,985
Non-audit fees:
- company, tax work and advice - 600
- group, review of interim accounts 4,887 3,709
- group, tax work and advice 4,230 6,114
and after crediting:
Government grants - 30,000
â â â â â â â â â â â â â â
In addition, remuneration paid to the auditors in respect
of fundraising totaling £Nil (2007: £17,625) has been
included within the share premium account.
6. Total and continuing loss per share 2008 2007
£ £
Loss attributable to ordinary shareholders - continuing 1,064,822 2,583,596
operations
Loss attributable to ordinary shareholders - discontinued 566,108 421,781
operations
Loss attributable to ordinary shareholders 1,630,930 3,005,377
â â â â â â â â â â â â â â
Number Number
Weighted average number of ordinary shares in issue 1,194,099,804 567,346,340
Loss per share (pence) - continuing operations 0.09 0.46
Loss per share (pence) - discontinued operations 0.05 0.07
Loss per share (pence) - total 0.14 0.53
â â â â â â â â â â â â â â
Both the basic and diluted earnings per share have been calculated using the net loss after taxation
attributable to the shareholders of Glen Group plc as the numerator.
The weighted average number of outstanding shares used for basic earnings per share amounted to
1,194,099,804 shares (2007: 567,346,340).
Due to the losses incurred by the group the share options are anti-dilutive.
7. Dividends
The Directors do not propose a dividend for the year ended 30
September 2008 (2007: £Nil)
8. Related party transactions
The following related party transactions occurred during the
year:
* In connection with the sale of the assets and business of
Eclectic Group Limited on 31 December 2007, that company paid a
bonus of £191,000 to John Nicoll, its Managing Director.
* Graham J Duncan, the former group CEO, became Non-Executive
Chairman with effect from 1 June 2008 and entered into a letter
of appointment for an initial period of one year with a three
-month rolling notice period thereafter. Separately, he entered
into a consulting contract to provide a package of services to
Glen over a period of three years, covering certain financial and
M&A work. Under the terms of the consultancy contract Graham J
Duncan is entitled to a consultancy fee of £60,000 during the
first year of the contract and £50,000 per annum in subsequent
years, paid monthly in arrears. He is also entitled to a
transaction fee of 4% of the gross value of any corporate
transactions entered into by the Company less the relevant legal
fees and after a deduction of the sum of £15,000 in any single
year. All payments made are processed through payroll and suffer
PAYE and NIC deductions. In order to assist in lowering the costs
of the Company Graham J Duncan agreed to bring his existing
executive service contract to an end on 31 May 2008, without
compensation, notwithstanding that it had a one year notice
period.
The entering into the consultancy agreement is a related party
transaction under the AIM Rules. As such the Directors, other
than Graham J Duncan consider, having consulted with the
Company's nominated adviser(Zeus Capital Limited), that the terms
of the transaction are fair and reasonable insofar as
shareholders are concerned.
There are no other related party transactions recorded during the
year to 30 September 2008 or to 30 September 2007.
9. Annual report and accounts
A copy of the Annual Report and Accounts for the year ended 30
September 2008 will be sent to shareholders at the end of January
2009 and copies will be available from the Company's registered
office at 8-10 New Fetter Lane, London, EC4A 1RS or by visiting
our website at www.glengroup.co.uk
The annual general meeting of the Company will be held at the
Company's offices, Glen House, 6 Straiton View, Straiton Business
Parc, Edinburgh, EH20 9QZ on 5 March 2009 at 1.00 p.m.
The extraordinary general meeting referred to in the Business
Review will be held at the Company's offices, Glen House, 6
Straiton View, Straiton Business Parc, Edinburgh, EH20 9QZ on 5
March 2009 at 1.30 p.m.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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