Final Results
09 Oktober 2007 - 9:01AM
UK Regulatory
RNS Number:3639F
Chariot (UK) PLC
09 October 2007
Embargoed for release at 7 a.m.
9 October 2007
Chariot (UK) plc
("Chariot" or the "Company")
Audited results for the year ended 30 April 2007
Chairman's statement
Chariot was launched in October 2005 as a new venture to market and retail
weekly lotteries on behalf of a diverse range of Charity Partners. The Company
subsequently launched "monday- the charities lottery" on 20 April 2006 and the
first draw took place on 8 May 2006. Initial sales were, however, disappointing
with receipts from ticket sales for the first five draws falling significantly
below the Board's expectations. The Company responded by implementing a revised
business plan for the Company which focused on a reorganisation of the business
and a reduction in operating costs and, on 6 July 2006, the Company raised #2.65
million (before expenses) at 5p per share which included subscriptions totalling
#500,000 from existing directors of Chariot.
Unfortunately sales levels continued to decline month on month following the
launch of the game, in spite of strategic initiatives undertaken by the Company.
Whilst continuing to reduce costs and simplify operations in order to break
even, the Company undertook an exercise to find a strategic partner or investor
to acquire the Company, to make further investment into the Company or to
purchase some or all of the Company's assets. Despite a substantial effort by
the Company and its advisers, it was not possible to secure a transaction that
would either allow the operations to continue or realise significant value for
shareholders.
On 19 January 2007, the Company agreed the sale of the 'monday' lottery game and
its other principal operating assets, including the entire player database, to
NetPlay TV plc for a total cash consideration of #140,500. NetPlay TV plc are
continuing to operate the game allowing Chariot's charity partners and player
base to continue to benefit from the game.
The effect of the sale of the game was to divest Chariot of all of its trading
business and activities and, with effect from 31 January 2007, Chariot has been
treated as an investing company pursuant to Rule 15 of the AIM Rules. Chariot is
required, in accordance with its investment strategy, to make a suitable
investment or acquisition which constitutes a reverse takeover by 31 January
2008. As at 30 April 2007, the Company has positive net assets of approximately
#0.63 million (including #0.83 million of cash resources) which will assist the
Company in implementing its investment strategy. If an acquisition or
investment, which would constitute a reverse takeover, is not completed by 31
January 2008, dealings in the shares of the Company would be suspended. In these
circumstances the Company anticipate giving shareholders the opportunity to
consider the future of the Company at a duly convened extraordinary general
meeting.
The audited results for the twelve months ended 30 April 2007 showed that the
Company generated turnover of #1.132 million and incurred a loss of #9.398
million. These results include the period up until the disposal of the Company's
trading operations. As outlined above the Company does not at present conduct
any business and is a cash shell. The cash resources as at 30 April 2007 stand
at #0.832 million and it is intended that these resources will be applied in
pursuance of the investing strategy of the Company.
The Board also announces that with effect from today Philip Evans, Non-Executive
Director, has resigned from the Board of Chariot. The Board of the Company would
like to thank Philip for all of his hard work since he joined Chariot in October
2003 shortly after its inception. Philip was Charities Director of the Company
from August 2005 through to January and responsible for representing Chariot to
the Company's Charity Partners.
The Company's stated investment strategy is to acquire a company or companies
whose business is in the broader leisure or consumer sectors. Such a business
will not necessarily be a lottery operation. The attributes which Chariot are
looking for in a prospective investment or acquisition include an experienced
management team with a strong track record, an ability to generate revenue
streams and strong growth prospects with the ability to generate shareholder
value.
As outlined in the announcement of the interim results on 31 January 2007,
Chariot has reviewed potential investment and acquisition opportunities within
the leisure and consumer sectors in line with its investment strategy. Chariot
has not yet carried out any detailed due diligence or entered into any firm
commitment in connection with any acquisitions or investments. However Chariot
is continuing discussions with a number of parties with a view to creating
shareholder value for the Company and is working together with FBI Media
Investments Limited, the Company's largest shareholder, in evaluating potential
investment and acquisition opportunities. At the time when a suitable investment
or acquisition reaches a sufficiently advanced stage, Chariot will, in line with
the requirements of reverse takeovers under the AIM Rules, make the acquisition
conditional on consent of its shareholders.
Peter Jones
Chairman
9 October 2007
CHARIOT (UK) PLC
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2007
2007 2006
Notes #'000 #'000
Turnover
Discontinued operations 1,132 -
Administrative expenses (9,763) (7,983)
Operating loss 2
Discontinued operations (8,631) (7,983)
Exceptional item - loss on disposal of fixed
assets (844) -
Loss on ordinary activities before interest (9,475) (7,983)
Other interest receivable and similar income 77 126
Interest payable and similar charges - (1)
Loss on ordinary activities before taxation (9,398) (7,858)
Tax on loss on ordinary activities - -
Loss for the year (9,398) (7,858)
(Loss)/earnings per share - basic and diluted
Continuing and discontinued operations 3 (15.3)p (103.9)p
Continuing operations 3 0.13p 1.67p
There are no recognised gains and losses other than those passing through the
profit and loss account.
CHARIOT (UK) PLC
BALANCE SHEET
AS AT 30 APRIL 2007
2007 2006
Notes #'000 #'000 #'000 #'000
Fixed assets
Intangible assets - 223
Tangible assets - 901
- 1,124
Current assets
Debtors 110 3,402
Cash at bank and in hand 832 2,788
942 6,190
Creditors: amounts falling
due (310) (1,860)
within one year
Net current assets 632 4,330
Net assets and total assets less
current liabilities 632 5,454
Capital and reserves
Share capital 710 160
Share premium account 10,615 8,583
Special reserve 2,186 2,186
Profit and loss account (12,879) (5,475)
Shareholders' funds 632 5,454
CHARIOT (UK) PLC
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2007
2007 2006
#'000 #'000 #'000 #'000
Net cash outflow from (4,626) (9,144)
operating activities
Returns on investments
and servicing of finance
Interest received 77 126
Interest paid - (1)
Net cash inflow from
returns on investments 77 125
and servicing of finance
Capital expenditure
Payments to acquire - (250)
intangible assets
Payments to acquire (181) (928)
tangible assets
Receipts from sale of 155 -
fixed assets
Net cash outflow for (26) (1,178)
capital expenditure
Net cash outflow before
management of liquid (4,575) (10,197)
resources and financing
Management of liquid resources
Transfers from/(to) bank 1,391 (1,788)
deposits
1,391 (1,788)
Financing
Issue of ordinary share 2,650 14,024
capital
Expenses of share issue (68) (936)
Repayment of other short - (106)
term loans
Net cash outflow from 2,582 12,982
financing
(Decrease)/increase in (602) 997
cash in the year
Abridged notes to the results statement
1. Basis of preparation
(a) The financial information for the years ended 30 April 2007 and 30 April
2006 does not constitute the Company's statutory financial statements but is
extracted from the audited accounts for those years. The auditors have reported
on those accounts; their reports were unqualified and did not contain statements
under Section 237 (2) or (3) of the Companies Act 1985. The audited accounts for
the year ended 30 April 2006 did however include reference to uncertainty over
going concern which the auditors drew attention to by way of emphasis without
qualifying their report.
(b) The audited accounts for the year ended 30 April 2006 have been delivered
to the Registrar of Companies. The Annual Report and Financial Statements for
the year ended 30 April 2007 will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.
(c) The financial information for the year ended 30 April 2007 has been
prepared on the basis of the accounting policies set out in the audited
financial statements for the year ended 30 April 2006, with the addition of the
turnover policy as outlined below:
Turnover
Turnover represents the commission receivable in relation to the Company's role
as an on-line retailer of society lottery tickets
2. Operating loss
2007 2006
#'000 #'000
Operating loss is stated after charging:
Amortisation of intangible assets 63 27
Depreciation of tangible assets 243 29
Operating lease rentals
- Plant and machinery 5 2
- Land and buildings - 71
Auditors' remuneration - audit work 15 36
Remuneration of current auditors for non-audit work - - 17
VAT advice
Remuneration of previous auditors for non-audit work - - 47
accounting and taxation advice
and after crediting:
Profit on foreign exchange transactions (7) -
In the year ended 30 April 2006, fees of #68,000 were paid to the current
auditors in connection with the IPO, which were charged to the share premium
reserve.
3. Loss per share
Loss per share
2007 2006
#'000 #'000
Numerator
Loss used for calculation of basic and diluted loss
per share:
Continuing and discontinued operations (9,398) (7,858)
Continuing operations 77 126
Denominator
Weighted average number of shares used in
basic and diluted loss per share
calculation 61,471,099 7,561,473
None of the potentially ordinary shares are considered to be dilutive.
Potentially dilutive shares comprise those that would arise from the exercise of
outstanding share options.
4. Reconciliation of operating loss to net cash outflow from operating
activities
Reconciliation of operating loss to net cash outflow from operating activities
2007 2006
#'000 #'000
Operating loss (8,631) (7,983)
Depreciation of tangible assets 243 29
Amortisation of intangible assets 63 27
Share based payment 1,994 833
Decrease/(increase) in debtors 3,292 (3,392)
(Decrease)/increase in creditors within one year (1,587) 1,342
Net cash outflow from operating activities (4,626) (9,144)
5. Reconciliation of net cash flow to movement in net funds
Reconciliation of net cash flow to movement in net funds
2007 2006
#'000 #'000
(Decrease)/increase in cash in the year (602) 997
Cash (outflow)/inflow from (increase)/decrease in (1,391) 1,788
liquid resources
Cash outflow from decrease in debt - 106
Movement in net funds in the year (1,993) 2,891
Opening net funds/(debt) 2,788 (103)
Closing net funds 795 2,788
6. Circulation to shareholders
Copies of the Company's Annual Report will be sent to shareholders shortly with
further copies available from the Company's nominated adviser and broker, Noble
& Company Limited, 120 Old Broad Street, London, EC2N 1AR.
Enquiries:
Peter Jones, Chariot (UK) plc Tel: 0207 763 2200
Nick Naylor, Noble & Company Limited Tel: 0207 763 2200
This information is provided by RNS
The company news service from the London Stock Exchange
END
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