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Kennedy Ventures PLC KENV Final Results

  Kennedy Ventures PLC (KENV) - Final Results

RNS Number : 4861N
Kennedy Ventures PLC
28 September 2012




FOR IMMMEDIATE RELEASE 28 SEPTEMBER 2012

                                      

                                      

                             Kennedy Ventures plc

                                      



         Preliminary announcement of results for the 15 months ended

                                 30 June 2012









Highlights



· $85,000 investment in Bison Energy Services Limited



· Disposal of remaining operating activities in December 2011



· Re-classification as an investing company under AIM rules



· CVA and re-financing to raise £500,000 gross











Chairman's statement



During the financial period under review, the Company has undergone a
substantial operational and financial restructuring. The Company's operational
businesses were disposed of in their entirety or were closed down. However,
this was not sufficient to restore the Company to financial solvency and it
was therefore decided by the then Board to put the Company into a Company
Voluntary Arrangement ("CVA") in order to provide some return to creditors and
some residual value to shareholders.

The CVA was approved by creditors and shareholders on 25 May 2012 when it was
also resolved to dispose of the Group's remaining assets and to carry out a
capital reorganisation. The Company adopted a new investing policy which is to
seek investments in the resources and energy sectors and the Company changed
its name to Kennedy Ventures plc. A placing of 2,500,000,000 new ordinary
shares at a price of 0.2p was completed, raising £500,000 before expenses - of
which some £122,000 is being applied to meeting the creditor settlement under
the CVA. The CVA is nearing completion now, as more fully detailed in the
Note 1 to this announcement.

The circumstances leading to the CVA were fully described in the Circular to
Shareholders dated 8 May 2012 and I shall not repeat them in detail. In
summary, the then Board disposed of the Compliance Division in August 2011 for
£3.85 million to a division of The Capita Group plc as they did not consider
the Company had sufficient resources to develop this activity. In November
2011, they disposed of the Group's remaining business, the MSS Building
Services division, to Rentokil Initial plc; the initial agreed terms were for
a consideration of £6.5 million but the final adjusted consideration was
agreed at £4.1 million, a figure materially below the then Board's
expectations.

As a result of the decrease in consideration, the then Board decided that the
Group would not be able to meet its long term liabilities, principally a long
term lease entered into by previous management. They therefore decided that
the only viable course other than liquidation was the CVA previously referred
to.

The qualification to the accounts arises from the fact that we were unable to
gain access within the necessary timescale to the books and records of the MSS
Building Services and Compliance divisions for those months during which they
remained part of the Group . Since this period preceded the CVA and
refinancing, this has had no impact on the accuracy of the balance sheet
presented to shareholders or the total quantum of the loss for the period. In
addition, the Group balance sheet includes approximately £110,000 of
non-trading subsidiary companies' liabilities which are not guaranteed by the
Company and are not intended to be settled. The Company balance sheet, showing
net assets of £238,000, gives a better indication of the effective net asset
position of the Group.

Following approval of the CVA and the placing, the then Board resigned in its
entirety and I joined the Board, as Chairman, along with my colleague Chris
Yates.

Since then, we have been engaged in reviewing a range of investment
opportunities in trading businesses as well as dealing with a number of
outstanding administration issues. Our focus is principally in the energy and
resources sectors where we are seeking a suitable reverse opportunity that
will bring capital growth for shareholders. However, we are also looking at
other smaller opportunities which will hopefully give the potential for more
immediate returns.

We have to date made one such investment - a loan and share investment of
$85,000 within an overall fundraise of $7.6 million in Bison Energy Services
Limited, a company that has been established to invest principally in the
supply of frac sand to the growing US fracking industry.

Frac sand is a necessary ingredient in the fracking process in which fractures
are propagated in a rock layer to enable the release of oil and gas from the
rock formations, a technique which gives access to vast reserves of formerly
inaccessible hydrocarbons.

The proceeds of Bison's fundraising have principally been used to complete the
acquisition of certain property in Wisconsin, USA on which deposits of
Northern White sand, a high quality frac sand, are located - this sand only
tends to be found in Wisconsin and Minnesota. These deposits are well located
to supply the oil shale areas in northern USA, including the Bakken Shale area
in North Dakota which is one of the largest oil deposits in the USA.

Your Directors believe that this investment, which has been made on
particularly favourable terms, has the potential to deliver substantial
returns in the short to medium term.

We will continue to seek opportunities both in terms of investments and in
seeking a more substantial transaction in the coming months.

I would like to close by thanking the Company's staff and advisers who have
contributed to giving it a new and hopefully profitable lease of life.



Peter Redmond

Chairman















FOR FURTHER INFORMATION, PLEASE CONTACT:



Kennedy Ventures plc
 Peter Redmond, Chairman       07718 660727
Cenkos Securities plc
 Stephen Keys/Camilla Hume 020 7397 8900
Peterhouse Corporate Finance
 John Levinson                  020 7469 0935



Kennedy Ventures plc
CONSOLIDATED INCOME STATEMENT
for the period ended 30 June
2012
                                             Period ended           Year ended
                                                  30 June

                                   Note              2012        31 March 2011
                                                    £'000                £'000
PROFIT BEFORE TAX FROM
CONTINUING OPERATIONS                                   -                    -
Income tax                                              -                    -
PROFIT FOR THE PERIOD FROM
CONTINUING OPERATIONS                                   -                    -
Discontinued operations
Loss for the period from
discontinued operations             3             (9,628)              (1,382)
Discontinued operations
LOSS FOR THE FINANCIAL PERIOD                     (9,628)              (1,382)
BASIC LOSS PER SHARE (pence)
Discontinued operations             4             (1.77)              (0.74)
DILUTED LOSS PER SHARE (pence)
Discontinued operations             4             (1.77)              (0.73)
There are no recognised gains or losses  in either period other than the  loss 
for that  period  and therefore  no  consolidated statement  of  comprehensive 
income is presented.
The comparatives  have  been  restated  to  present  the  Group's  results  as 
discontinued operations (note 3).



Kennedy Ventures plc
COMPANY BALANCE SHEET
as at 30 June 2012
                             Note 30 June 2012  31 March 2011
                                         £'000          £'000
NON CURRENT ASSETS
Goodwill                                    -              -
Investments in subsidiaries                 -            475
                                            -            475
CURRENT ASSETS                5            448         13,714
TOTAL ASSETS                               448         14,189
CURRENT LIABILITIES           6          (210)          (629)
NET CURRENT ASSETS                         238         13,085
NON CURRENT LIABILITIES
Convertible loan notes                      -          (500)
TOTAL LIABILITIES                        (210)        (1,129)
NET ASSETS                                 238         13,060
EQUITY
Share capital                 7            271          2,098
Share premium account                    7,571          7,373
Capital redemption reserve               2,077              -
Share based payments reserve             1,456          1,456
Retained earnings                     (11,137)          2,133
TOTAL EQUITY                               238         13,060



Kennedy Ventures plc
CONSOLIDATED BALANCE SHEET
as at 30 June 2012
                                             Note 30 June 2012  31 March 2011
                                                         £'000          £'000
NON CURRENT ASSETS
Goodwill                                                     -          8,000
Other intangible assets                                      -          4,125
Property, plant and equipment                                -            804
                                                             -         12,949
CURRENT ASSETS                                5            459          7,908
TOTAL ASSETS                                               459         20,857
CURRENT LIABILITIES                           6          (322)       (11,004)
NET CURRENT ASSETS/(LIABILITIES)                           137        (3,096)
NON CURRENT LIABILITIES
Convertible loan notes                                       -          (500)
Obligations under finance leases                             -           (11)
                                                             -          (511)
TOTAL LIABILITIES                                        (322)       (11,515)
NET ASSETS                                                 137          9,342
EQUITY
Share capital                                 7            271          2,098
Share premium account                                    7,571          7,373
Capital redemption reserve                               2,077              -
Share based payments reserve                             1,456          1,456
Retained earnings                                     (11,238)        (1,605)
Equity attributable to owners of the Company               137          9,322
Non-controlling interests                                    -             20
TOTAL EQUITY                                               137          9,342









                                                                      

















Kennedy Ventures plc
CONSOLIDATED CASH FLOW
STATEMENT
for the period ended 30
June 2012
                                          Period ended              Year ended
                          Note            30 June 2012           31 March 2011
                                                 £'000                   £'000
NET CASH USED IN
DISCONTINUED OPERATING
ACTIVITIES                 10                  (3,179)                 (2,496)
INVESTING ACTIVITIES
Interest received               -                       5
Proceeds from sale of
assets held for sale            -                     150
Proceeds on disposal of
property, plant and
equipment                                           65                     792
Net proceeds on disposal
of subsidiaries            9                     6,797   -
Purchases of property,
plant and equipment                              (197)                   (457)
Cash disposed of with
subsidiary undertakings    3                     (444)   -
Acquisition of businesses
Cash paid                  8                       (9)                 (7,972)
Cash acquired              8    -                   1,677
Deferred consideration
payments                   8                     (277)                 (1,266)
NET CASH FROM / (USED IN)
INVESTING ACTIVITIES BY
DISCONTINUED OPERATIONS                          5,935                 (7,071)
FINANCING ACTIVITIES
(Decrease) / Increase in
short term borrowings                          (3,017)                   2,840
Repayment of obligations
under finance leases                              (77)                    (13)
(Repayment of) / proceeds
from convertible loan
notes                                            (500)                     500
Net proceeds of share
issue                                              448                   2,920
NET CASH (USED IN ) /
FROM FINANCING ACTIVITIES
BY DISCONTINUED
OPERATIONS                                     (3,146)                   6,247
NET DECREASE IN CASH                             (390)                 (3,320)
CASH AT THE BEGINNING OF
PERIOD                                             815                   4,135
CASH AT THE END OF THE
PERIOD                                             425                     815



Kennedy Ventures plc

NOTES TO THE FINANCIAL STATEMENTS

30 June 2012



1 ACCOUNTING POLICIES

Going concern

On the  25th  May  2012  the  company was  placed  into  a  Company  Voluntary 
Arrangement  ("CVA")  under  Part  1  Insolvency  Act  1986.  Since  then  the 
Supervisor of the CVA has been  establishing valid claims against the  Company 
and the  opportunity for  proving such  claims has  now closed.  In the  near 
future, it is expected that the  Supervisor will despatch payments in  respect 
of valid claims at the rate set in the approved arrangement, being nine  pence 
in the Pound.  Following such  payment there will  be a  short period  during 
which creditors  whose claims  were  not agreed  as  valid can  challenge  the 
Supervisor's decision. Then, following  agreement of the  claim by HMRC,  the 
Supervisor will be in a position to conclude the CVA.

Following the  disposal of  the two  trading divisions  of the  Group and  the 
cessation of trade  of the  Interiors division, the  Group no  longer has  any 
trading activities.  As  such,  and  as required  under  IFRS,  the  financial 
statements have been prepared on a basis other than going concern. As a result
of the CVA,  liabilities have been  stated at their  fair value of  9p in  the 
Pound as per the CVA. No other material adjustments arose.

Basis of preparation

The financial information contained in this announcement has been derived from
the financial statements  of the  Company for the  period ended  30 June  2012 
which are prepared in accordance with applicable IFRS including standards  and 
interpretations issued  by the  International  Accounting Standards  Board  as 
adopted by the EU;  in the case of  the consolidated financial statements  the 
Group has also complied with Article 4 of the IAS Regulation.

The financial report has been prepared on the basis of historical cost, except
for the revaluation of financial instruments. Cost is based on the fair values
of the consideration given in exchange for assets.

The qualification to the Company's accounts arises from the fact that we  were 
unable to gain access to  the books and records  of the MSS Building  Services 
division for those  months during  which it remained  part of  the MSS  Group. 
Since this period preceded the CVA and refinancing, this has had no impact  on 
the accuracy  of the  balance sheet  presented to  shareholders or  the  total 
quantum of the loss for the period.

The amounts reflect the  fair values of the  liabilities based on the  amounts 
that will be settled as a result of the Company Voluntary Arrangement  process 
that commenced in May 2012.



Basis of consolidation

The Consolidated Financial Statements incorporate the Financial Statements  of 
Kennedy Ventures plc and the entities controlled by it (its subsidiaries) made
up to 30  June 2012. Control  is achieved  when Kennedy Ventures  plc has  the 
power to govern the financial and operating policies of an invested entity  so 
as to obtain benefits from its activities.

The results of  subsidiaries acquired  or disposed  of during  the period  are 
included in  the Consolidated  Income  Statement from  the effective  date  of 
acquisition or up to the effective date of disposal, as appropriate.

All intra-group transactions, balances, income and expenses are eliminated  on 
consolidation.



Profit or loss from discontinued operations

A discontinued operation  is a  component of the  Group that  either has  been 
disposed of, or is classified as held for sale.

The  profit  or  loss  from  discontinued  operations,  including  prior  year 
components of profit or loss,  is presented in a  single amount in the  income 
statement.

This amount,  which comprises  the  post-tax profit  or loss  of  discontinued 
operations and the post-tax  gain or loss resulting  from the measurement  and 
disposal of assets classified as held for sale, is further analysed in note 3.

The disclosures for discontinued  operations in the prior  year relate to  all 
operations that have been discontinued by 30 June 2012.



2 BUSINESS AND GEOGRAPHICAL REPORTING

The Group's  operations  were only  in  the United  Kingdom.  Following  the 
disposal of the Group's  Compliance division, the  cessation of operations  at 
its Interior Contractors division, the sale of the Building Services division,
and the  subsequent  discontinued  Central and  Other  division,  the  results 
reported in the  Consolidated Income Statement  relate solely to  discontinued 
operations. The segmental results are now reported under Note 3 "Discontinued
operations".



3 DISCONTINUED OPERATIONS

The results for the discontinued operations classified under Building Services
division and Compliance division are derived from the Group's Management
Accounts for the period.

                               Health and   Interior
                     Building                           Central
                    Services     Safety  Contracts  and Other   Consolidated
                                   Period     Period     Period
                                    ended      ended      ended
                 Period ended                                     Period ended
                                  30 June    30 June    30 June
                 30 June 2012        2012       2012       2012   30 June 2012
                        £'000       £'000      £'000      £'000          £'000
Result
(Loss) / profit
before tax           (12,030)         421         32      1,893        (9,684)
Tax                         -          -        (8)         64             56
(Loss) / profit
after tax            (12,030)         421         24      1,957        (9,628)





                               Health and   Interior
                     Building                           Central
                    Services     Safety  Contracts  and Other   Consolidated
                                   Period     Period     Period
                 Period ended       ended      ended      ended   Period ended

                    31 March   31 March  31 March  31 March      31 March
                         2011        2011       2011       2011           2011
                        £'000       £'000      £'000      £'000          £'000
Result
(Loss) / profit
before tax              1,052         373      (179)    (2,602)        (1,356)
Tax                      (24)          -        (2)          -           (26)
(Loss) / profit
after tax               1,028         373      (181)    (2,602)        (1,382)





                                                   Period ended

                                                   30 June 2012
                                                          £'000
Profit on disposal of operation
Total consideration                                       7,100
Provisions and disposal costs                             (303)
Net liabilities disposed                                    699
Pre-tax profit on disposal                                7,496
Cash received from disposal of operations                 7,100
Disposal costs                                            (303)
Cash and cash equivalents of subsidiaries disposed        (444)
Net cash inflow on disposal                               6,353



The results of  the discontinued  operations up  until the  point of  disposal 
during the year ended 30 June 2012  and the comparative year, which have  been 
disclosed separately in the consolidated income statement, as required by IFRS
5, are as follows:





Compliance Division

On the 26 August 2011  the Group disposed of  its interests in its  Compliance 
division for  a net  consideration of  £3 million.  The division  was sold  to 
Capita Symonds, a trading division of The Capita Group plc.

The results included in the consolidated income statement are as follows:

                                                                    Year ended
                                           Period ended 30 June
                                                           2012  31 March 2011
                                                          £'000          £'000
Revenue                                                   1,100          2,336
Operating profit before items identified
below                                                       178            576
 Forgiveness of Intercompany balances                    (563)             -
 plc Management charges                                     -          (200)
 Profit on disposal of subsidiary                          806             -
Operating profit before tax                                 421            376
Taxation                                                     -            (3)
Profit attributable to discontinued
operation                                                   421            373
The assets and liabilities of the
Compliance division were as follows:
                                                          £'000          £'000
Plant, property and equipment                                56             42
Trade and other receivables                                 498            622
Cash and cash equivalents                                    52             -
Trade and other payables                                (1,354)        (1,103)
Net liabilities                                           (748)          (439)







Interior Contracts Division

On 30th November 2011, the Group's Interior Contracts Division ceased trading.

The results included in the consolidated income statement are as follows:

                                                                    Year ended
                                           Period ended 30 June
                                                           2012  31 March 2011
                                                          £'000          £'000
Revenue                                                     910           3409
Operating loss before items identified
below                                                     (341)            138
 Forgiveness of Intercompany balances                      368             -
 Profit on disposal of fixed assets                          5             -
 plc Management charges                                     -          (200)
 Restructuring of operations                                -          (117)
Operating profit / (loss) before tax                         32          (179)
Taxation                                                    (8)            (2)
Profit / (loss) attributable to
discontinued operation                                       24          (181)



The assets and liabilities of the Interior Contracts Division are as follows:

                              £'000  £'000
Plant, property and equipment    -     17
Trade and other receivables      -    774
Cash and cash equivalents        11     -
Trade and other payables       (85)  (889)
Net liabilities                (74)   (98)









Building Services
Division

On 5th December 2011, the Group disposed of its interests in the Building
Services Division for a net consideration of £4,100,000. The division was sold
to Rentokil Initial plc.

The results included in the consolidated income statement are as follows:

                                                      Period ended  Year ended
                                                           30 June    31 March
                                                              2012        2011
                                                             £'000       £'000
Revenue                                                     13,431      22,427
Operating (loss) / profit before items identified
below                                                      (2,599)       1,072
 Impairment of goodwill                                  (12,073)          -
 plc Management charges                                        -       (300)
 Amortisation of intangibles                                   -       (350)
 Restructuring of operations                                   -       (669)
 Profit on disposal of subsidiaries                         6,027          -
 Profit on disposal of fixed assets                             8          -
 Impairment of investments                                (3,124)          -
 Forgiveness of Intercompany balances                       (269)       2,172
 Cost of acquisitions                                          -       (348)
Operating (loss) / profit before tax                      (12,030)       1,577
Taxation                                                        -         (7)
Loss / (profit) attributable to discontinued
operation                                                 (12,030)       1,570

The assets and liabilities of the Building Services division were as follows:

                                       £'000     £'000
Intangible assets                         -    12,146
Investments                               -     3,624
Plant, property and equipment            633       745
Trade and other receivables            5,095     7,412
Cash and cash equivalents                392       410
Trade and other payables             (5,408)   (8,877)
Amounts owing to fellow subsidiaries      -  (14,506)
Net assets                               712       954







Central and Other Division

As a  result  of  the disposal  of  the  Group's operations  and  the  Company 
Voluntary Arrangement entered into on 25th May 2012, the Central division  has 
also been classified as a Discontinued Operation.

The results included in the consolidated income statement are as follows:

                                                      Period ended  Year ended
                                                           30 June    31 March
                                                              2012        2011
                                                             £'000       £'000
Revenue                                                         -         700
Operating loss before items identified below               (2,426)     (1,076)
 Forgiveness of Intercompany balances                         380     (2,172)
 Profit on disposal of investments                            661          -
 Amortisation of intangibles                                (660)       (343)
 Restructuring of operations                                (434)          -
 Increase in share based payments                              -       (236)
 Elimination of impairment of investments                   3,124          -
 Effect of Company Voluntary Arrangement                    1,248          -
Operating profit / (loss) before tax                         1,893     (3,127)
Taxation                                                        64        (17)
Profit / (loss) attributable to discontinued
operation                                                    1,957     (3,144)

The assets and liabilities of the Central division were as follows:

                            £'000    £'000
Elimination of Investments     -  (4,125)
Trade and other receivables    34   13,315
Cash and cash equivalents     414      405
Trade and other payables    (210)    (670)
Net assets                    238    8,925

4 LOSS PER SHARE

The calculation of basic and diluted loss per share is based on the  following 
data

                                                             2012         2011
                                                            £'000        £'000
Discontinued operations
Loss for the financial period                             (9,628)      (1,382)
Number of shares
Weighted average number of shares for the purposes of
basic earnings per share                              543,135,524  187,503,084
Potentially dilutive ordinary shares                           -    2,750,000
Weighted average number of shares for the purposes of
diluted earnings per share                            543,135,524  190,253,084
Basic loss per ordinary share (pence)
Discontinued operations                                    (1.77)       (0.74)
Diluted loss per ordinary share (pence)
Discontinued operations                                    (1.77)       (0.73)



5 CURRENT ASSETS

                             2012    2011   2012    2011
                            £'000   £'000  £'000   £'000
                                Group         Company
Work in progress               -     499     -      -
Trade and other receivables    34   6,594     34  13,309
Cash and cash equivalents     425     815    414     405
                              459  20,857    448  14,189



6 CURRENT LIABILITIES

                                  2012    2011   2012   2011
                                 £'000   £'000  £'000  £'000
                                     Group        Company
Trade and other payables           322   7,641    210    624
Short term borrowings               -   3,017     -     -
Current tax liabilities             -     234     -     -
Obligations under finance leases    -      66     -     -
Provisions for liabilities          -      46     -      5
                                   322  11,515    210  1,129



The amounts reflected above represent the fair values of the liabilities based
on the amounts that will be settled as a result of the Company Voluntary
Arrangement process that commenced in May 2012.



7 SHARE CAPITAL

                                             2012   2011
                                            £'000  £'000
Issued and fully paid
209,802,191 Ordinary shares of 1p each         -  2,098
2,709,802,191 Ordinary shares of 0.01p each   271     -
                                              271  2,098



A special resolution was passed at a general meeting on 25 May 2012 to sub
divide each ordinary issued share of 1p into one ordinary share of 0.001p and
one deferred share of 0.099p. The deferred shares were not listed, had no
voting or dividend rights and only very limited rights on return of capital. A
resolution to approve the purchase and subsequent cancellation of the deferred
shares was approved at the same meeting. The deferred shares were bought for
an aggregate consideration of 1p.

On the 25 May 2012, the Company placed 2,500,000,000 shares at 0.02p per
share. The placement generated net proceeds of £448,000 after costs

On 25 May 2012 and in association with the CVA and Placing, the Company
granted to Peterhouse Corporate Finance Limited by way of a deed a warrant to
subscribe shares representing 3% of the Company's issued ordinary share
capital from time to time exercisable at 0.02 pence per share at any time up
to 20 March 2015.







8 ANALYSIS OF CASH FLOWS USED FOR ACQUISITIONS

                                            Period ended  Year ended
                                                 30 June    31 March
                                                    2012        2011
                                                   £'000       £'000
Purchase of businesses
Group
Discontinued operations
Deferred consideration paid                        (277)     (1,266)
Investment in MSS Building Services Limited          (9)          -
Net cash paid for acquisitions                        -     (6,295)
                                                   (286)     (7,561)



The deferred consideration settled during the period related to the Group's
acquisition of Environmental Control Services Limited in September 2010. The
Group settled £151,650 in October 2011 and £125,000 in December 2011.



9 ANALYSIS OF CASH FLOWS USED IN DISPOSALS

                                               Period ended  Year ended
                                                    30 June    31 March
                                                       2012        2011
                                                      £'000       £'000
Disposal of businesses
Group
Discontinued operations
Proceeds on disposal of subsidiaries                  7,100          -
Costs associated with disposal of subsidiaries        (303)          -
                                                      6,797          -









10 NOTES TO THE CASH FLOW STATEMENT

                                                                   Group
                                                                 2012     2011
                                                                £'000    £'000
Operating loss from discontinued activities                   (9,616)  (1,290)
Adjustments for:
 Depreciation of property, plant and equipment                   260      323
 Amortisation of intangible assets                               660      693
 Impairment of Goodwill                                       12,073       -
 Share based payments                                             -      236
 Impairment of investments
 Impairment of intercompany balance                               -       -
 Profit on disposal of investment in subsidiaries            (7,494)       -
 Profit on disposal of property, plant and equipment            (13)     (15)
 Other non-cash items                                             -     (64)
Operating cash flows before movement in working capital       (4,130)    (117)
Decrease / (increase) in work in progress                          78    (244)
Decrease / (Increase) in receivables                            1,382    (297)
(Decrease) / increase in payables                               (217)  (1,433)
Decrease in provisions                                           (46)    (220)
Cash (utilised) / generated by discontinued operating
activities                                                    (2,933)  (2,311)
Income taxes paid                                               (178)    (114)
Interest paid                                                    (68)     (71)
Net cash flow (used in) / from discontinued operating
activities                                                    (3,179)  (2,496)

Cash and cash equivalents (which are presented as a single class of asset on
the face of the balance sheet) comprise cash at bank and other short term,
highly liquid investments with a maturity of three months or less.



11 STATUS OF FINANCIAL INFORMATION

This preliminary announcement is authorised for issue by the Board on 28
September 2012.

The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. The financial information contained in the announcement has been
extracted from audited statutory financial statements for the 15 months ended
30 June 2012 and from the audited accounts for the year ended 31 March 2011.
The auditor's report on the financial statements for the year ended 31 March
2011 was unqualified. In respect of the financial statements for the period
to 30 June 2012 the auditor has given a qualified report and the relevant
parts of the opinion are as follows (note 9 to the financial statements is
note 3 to this announcement):

"Basis of qualified opinion

With respect to the result on disposal of discontinued operations relating to
the MSS Building Services and Compliance divisions and the associated
consolidated results to the date of disposal as described in the basis of
preparation and note 9 to the financial statements, the audit evidence
available to us was limited because we were unable to access the accounting
records of those divisions up to the date of disposal. Owing to the nature of
those divisions' records, we were unable to obtain sufficient appropriate
audit evidence regarding the disclosure of consolidated results up to the date
of disposal and associated profits on disposal by using other audit
procedures.

        Opinion on financial statements

In our opinion except for the possible effects of the matters described in the
Basis of Qualified Opinion paragraph, the financial statements:

· give a true and fair view of the state of the group's and of the parent
company's affairs as at 30 June 2012 and of the group's loss for the period
then ended;

· have been properly prepared in accordance with IFRSs as adopted by the
European Union; and

· have been prepared in accordance with the requirements of the Companies
Act 2006."

The audited financial statements of the Company for the year ended 31 March
2011 have been filed with the Registrar of Companies as required by the
Companies Act 2006 and those for the for the period to 30 June 2012 have not
been, but will be, filed with the Registrar of Companies as required by the
Companies Act 2006.



12 PUBLICATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company will be despatched to
shareholders shortly and their despatch will be announced. Copies of the
financial statements will then be available from the Company's registered
office, c/o Morrison & Foerster, CityPoint, One Ropemaker Street, London EC2Y
9AW.





                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


FR SEFFDAFESEEU -0- Sep/28/2012 13:25 GMT
 
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