Released: 31/07/2008
Part 2 : For preceding part double click [nRnse2736A]
£000 £000 £000
Intangible fixed assets identified - 992 992
Property, plant and equipment 45 - 45
Inventories 17 - 17
Trade and other receivables 391 - 391
Cash and cash equivalents 1,591 - 1,591
Total assets 2,044 992 3,036
Trade payables (110) - (110)
Other payables (522) - (522)
Current tax liabilities (295) - (295)
Hire purchase agreements (29) - (29)
Deferred tax - (278) (278)
Total liabilities (956) (278) (1,234)
Net assets acquired 1,088 714 1,802
Provisional goodwill arising on the acquisition 1,365
Consideration 3,167
Satisfied by:
Cash 2,487
Loan notes repayable on 1 May 2009 248
Contingent consideration to be settled in cash 432
3,167
During the period from the date of acquisition to 30 April 2008, WN1 Limited
generated revenue of £229,000 and an operating profit of £77,000.
Due to the lack of IFRS specific data for tdotcom Limited and WN1 Limited prior
to their acquisitions, the pro forma revenue and profit of the Group, had these
acquisitions taken place on 1 May 2007, have not been disclosed as they cannot
be determined reliably.
Reconciliation to the consolidated statement of cash flows:
£000
Cash consideration 2,600
Cash and cash equivalents acquired (1,602)
Net cash outflow arising on acquisition 998
3. Post balance sheet events
On 22 May 2008, the Company's shareholders in an Extraordinary General Meeting
approved the grant by the Panel on Takeovers and Mergers of a waiver in favour
of Penta Fund 1 Limited Partnership and Penta Fund 1 SP Limited Partnership (the
"Penta Funds") of any obligation on them to make a mandatory offer for the
Company in the event that they implement conversion rights attaching to loan
instruments held by them which could result in them holding up to an aggregate
of 49.99% of the Company's issued ordinary share capital.
The conversion rights over facilities outstanding to the Penta Funds following
the shareholder approval can be summarised as follows: of the £11,017,000 of
outstanding indebtedness at 31 October 2007, such of the indebtedness as shall
be required to be converted in order for the Penta Funds to hold 49.99% of the
shares carrying voting rights shall be convertible at 1.1p per ordinary share
thereafter, any remaining indebtedness shall be convertible at a price per share
which is the higher of (i) the then most recent placing price of ordinary shares
and (ii) 1.5p per ordinary share. However, the Penta Funds have undertaken to
limit their rights to convert into ordinary shares so that after any subsequent
conversion their aggregate holdings of ordinary shares shall be less than 50% of
the issued ordinary shares.
On 22 May 2008, the Penta Funds converted 2,611,467 preference shares into
237,406,046 ordinary shares, as a result of which the Penta Funds held 49.99% of
the issued shares carrying voting rights.
As a result of the shareholder approval mentioned above, the Penta Funds agreed
to waive interest and redemption premiums on the outstanding indebtedness of
£11,017,000 accruing after 1 November 2007. Accrued interest of £444,000 charged
to the profit and loss account in 2007/08 will consequently be written back in
the financial statements for 2008/09.
With effect from 1 May 2010, any outstanding indebtedness subject to the
agreement with the Penta Funds will accrue interest in respect of any month at
the rate of 8 per cent per annum if, for that month, the average closing
mid-market price of the ordinary shares is below 1.5p. If the average closing
mid-market price of the ordinary shares is above 1.5p for that month, the
Company shall have no liability for interest.
This information is provided by RNS
The company news service from the London Stock Exchange
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