RNS Number : 8980O
Leo Insurance Services PLC
06 July 2010
Leo Insurance Services plc
("Leo" or the "Company")
Chairman's Statement
In the year ended 31 January 2010, the Group made a consolidated loss of £50,840 (2009: £33,046).
In my previous Statements I advised shareholders that the Board continued to assess opportunities for acquisition. Unfortunately none has been completed and Leo has continued to make losses. Safeland plc, which is a related party since all directors of Leo are also directors of Safeland, has continued to provide financial support to Leo during the year.
Your Board has decided that, without the prospect of an improvement in the financial position or trading performance of Leo in the short term, alternative options should be sought.
The Company received an approach from a third party looking to acquire a 29.9% stake in Leo which is to be satisfied by the sale of 2,157,570 shares currently held by Leo Holdings (2008) Corporation, a company controlled by myself and fellow Board Member, Errol Lipman. This is conditional on Leo selling its 50% stake in Grafton Insurance Services Limited. Leo has, therefore, entered into a conditional agreement to sell Grafton, which has been independently valued, to Safeland for £90,000. The consideration will be partially satisfied through set off against the amounts owed to Safeland with the balance of approximately £15,000 payable by Safeland in cash on completion.
The Company has received a conditional commitment from the third party to subscribe for £60,000 in convertible loan stock and the same party has made a conditional commitment to purchase 100% of the issued Preference Shares in Leo from Safeland.
The approval of the disposal of Grafton by the Company's shareholders at the GM, which will immediately follow the 2010 AGM, would satisfy the conditions in relation to all of the agreements noted above and as a result the current directors of the Company will resign and new directors will be appointed in their place.
Full details of this transaction are contained within the circular that will be sent to the shareholders with the annual report.
LG Lipman
Chairman
6 July 2010
CONSOLIDATED INCOME STATEMENT for the year ended 31 January 2010
| | Notes | Unaudited 2010 £ | | Audited 2009 £ |
|
Revenue | |
- | |
- |
| | | | | |
| Cost of sales | | - | | - |
| | | | | |
| GROSS PROFIT | | - | | - |
| | | | | |
| Administrative Expenses | | (79,051) | | (85,837) |
| | | | | |
|
OPERATING LOSS | |
(79,051) | |
(85,837) |
| | | | | |
| Share of results of joint venture - post tax | 6 | 34,061 | | 58,135 |
| | | | | |
| LOSS BEFORE INTEREST | | (44,990) | | (27,702) |
| | | | | |
| Finance income | | - | | 506 |
|
Finance costs
| |
(5,850) | |
(5,850) |
|
LOSS BEFORE TAX | |
(50,840) | |
(33,046) |
|
Income tax | |
- | |
- |
|
LOSS FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT | |
(50,840) | |
(33,046) |
| | | | | |
| | | | | |
| LOSS PER ORDINARY SHARE: | | | | |
| | | | | |
| Basic and diluted | 3 | (0.70p) | | (0.46p) |
| | | | | |
All results in the current and preceding financial year derive from continuing operations.
No other comprehensive income has been recorded in the period therefore no statement has been provided.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 31 January 2010
| | Attributable to owners of the parent | |||||||
| | | Share capital £ | | Share premium £ | | Retained losses £ | | Total equity £ |
| | | | | | | | | |
|
At 31 January 2008 | |
72,160 | |
5,761 | |
(90,003) | |
(12,082) |
| | | | | | | | | |
| Loss for the year | | - | | - | | (33,046) | | (33,046) |
| Other comprehensive income | | - | | - | | - | | - |
| | | | | | | | | |
| Total comprehensive income | | - | | - | | (33,046) | | (33,046) |
| Transactions with owners | | - | | - | | - | | - |
|
At 31 January 2009 | |
72,160 | |
5,761 | |
(123,049) | |
(45,128) |
| Loss for the year | | - | | - | | (50,840) | | (50,840) |
| Other comprehensive income | | - | | - | | - | | - |
| | | | | | | | | |
| Total comprehensive income | | - | | - | | (50,840) | | (50,840) |
| Transactions with owners | | - | | - | | - | | - |
|
At 31 January 2010 | |
72,160 | |
5,761 | |
(173,889) | |
(95,968) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 January 2010
| | Notes | Unaudited 2010 £ | | Audited 2009 £ |
| NON CURRENT ASSETS | | | | |
| | | | | |
| Interests in joint ventures | 6 | 20,237 | | 19,176 |
| | | | | |
|
CURRENT ASSETS | | | | |
| | | | | |
| Trade and other receivables | | 14,960 | | 3,391 |
| Cash and cash equivalents
| | 3,480 | | 55,428 |
| TOTAL CURRENT ASSETS | | 18,440 | | 58,819 |
| | | | | |
| TOTAL ASSETS | | 38,677 | | 77,995 |
| | | | | |
| CURRENT LIABILITIES | | | | |
| | | | | |
| Redeemable preference shares | | (65,000) | | (65,000) |
| Trade and other payables | | (69,645) | | (58,123) |
| | | | | |
| TOTAL CURRENT LIABILITIES | | (134,645) | | (123,123) |
|
NET CURRENT LIABILITIES | |
(116,205) | |
(64,304) |
| | | | | |
|
NET LIABILITIES | |
(95,968) | |
(45,128) |
| | | | | |
| EQUITY | | | | |
| | | | | |
| Share capital | 4 | 72,160 | | 72,160 |
| Share premium account | | 5,761 | | 5,761 |
| Retained losses | | (173,889) | | (123,049) |
| | | | | |
|
TOTAL EQUITY | |
(95,968) | |
(45,128) |
| | | | | |
| | | | | |
| | ||||
CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 31 January 2010
| | Notes | | Unaudited 2010 £ | | Audited 2009 £ |
| | | | | | |
| OPERATING ACTIVITIES | | | | | |
| Net cash outflow from operations | 5 | | (84,948) | | (69,621) |
| Net cash outflow from operating activities
| | | (84,948) | | (69,621) |
| INVESTING ACTIVITIES | | | | | |
| Interest received | | | - | | 506 |
| Dividends received from joint venture undertaking | 6 | | 33,000 | | 55,000 |
| Net cash inflow from investing activities | | | 33,000 | | 55,506 |
| | | | | | |
|
NET DECREASE IN CASH AND CASH EQUIVALENTS | | |
(51,948) | |
(14,115) |
|
Cash and cash equivalents at beginning of year
| | |
55,428 | |
69,543 |
|
CASH AND CASH EQUIVALENTS AT END OF YEAR | | |
3,480 | |
55,428 |
NOTES TO THE PRELIMINARY ANNOUNCEMENT for the year ended 31 January 2010
| 1 | BASIS OF PREPARATION
|
| | The financial information does not constitute statutory financial statements as defined by section 435 of the Companies Act 2006 for the years ended 31 January 2010 or 2009.
The statutory financial statements for the year ended 31 January 2010 will be finalised and signed on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
The financial information for the year ended 31 January 2009 is derived from the statutory accounts for that year. The auditor reported on those statutory accounts which have been delivered to the Registrar of Companies. The audit report was unqualified, did not include references to matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 237(2) or (3) of the Companies Act 1985.
This announcement is prepared applying International Financial Reporting Standards and IFRIC interpretations (`IFRS') as adopted by the European Union, with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and using accounting policies that are consistent with those as stated in the previous year's financial statements.
The financial information contained within this preliminary announcement was approved by the board on 6 July 2010. Copies of this announcement are available from the company's registered office at 1A Kingsley Way, London, N2 0FW. |
| | |
2 GOING CONCERN
At 31 January 2010, the group had net current liabilities of £116,205 (2009: £64,304) and was dependent on the financial support of Safeland plc, a related party. Safeland plc has confirmed that it will continue to provide financial support to the group whilst the directors of Safeland plc remain as the sole directors of the company.
As explained in note 7 to this preliminary announcement, the company has entered into a conditional agreement to sell its entire 50% interest in Grafton Insurance Services Limited to Safeland plc for a total consideration of £90,000. Assuming the disposal is approved by the company's shareholders, the current directors of the company will resign and new directors will be appointed. The Company has received a commitment to subscribe for £60,000 in convertible loan stock subject to the passing of the resolutions at the GM which immediately follows the AGM.
The directors have, after careful consideration of the factors set out above, concluded that it is appropriate to adopt the going concern basis for the preparation of the financial information and the financial information does not include any adjustments that would result if the going concern basis was not appropriate.
| 3 | LOSS PER ORDINARY SHARE | Unaudited 2010 £ | | Audited 2009 £ |
| | The calculation of loss per ordinary share is based on the following losses and number of shares:
| | | |
| | Loss for the year | (50,840) | | (33,046) |
| | | | | |
| |
Weighted average number of shares for basic and diluted loss per share | 7,215,956 | |
7,215,956 |
| | | | | |
| | As there is a loss for the year, there is no dilutive effect from share options and therefore no difference between the basic and diluted loss per share. | |||
| 4 | SHARE CAPITAL
| Unaudited 2010 £ | | Audited 2009 £ |
| | | | | |
| | Authorised:
| | | |
| | 20,000,000 ordinary shares of 1p each 65,000 redeemable preference shares of £1 each | 200,000 65,000 | | 200,000 65,000 |
| | |
265,000 | |
265,000 |
| | Allotted, issued and fully paid: | | | |
| |
7,215,956 ordinary shares of 1p each |
72,160 | |
72,160 |
| |
65,000 redeemable preference shares of £1 each |
65,000 | |
65,000 |
| | | | | |
Share issues:
There were no shares issued in the year (2009: Nil).
| | Share options: On 3 February 2005 L Lipman, E Lipman and P Davis were each conditionally granted options over 911,458 ordinary shares. Each option is exercisable at the par value of 1p per share, at any time after 18 months and before 10 years following the date of grant.
The company has granted options to subscribe for ordinary shares in the company equivalent to 1% of the issued share capital on completion of an acquisition which exceeds 75% in any class test within the AIM rules. These options are only exercisable during the period from date of acquisition to the period ending 18 months after that date at a price equivalent to the issue price in connection with the acquisition.
|
| | As at 31 January 2010, the Company had 2,734,374 (2009: 2,734,374) outstanding unexpired options that are exercisable at 1p per ordinary share. No share options were granted, exercised or lapsed during the year (2009: Nil). |
| 5 | NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS | Unaudited 2010 £ | | Audited 2009 £ |
| | | | | |
| | Loss before tax | (50,840) | | (33,046) |
| | | | | |
| | Adjustments for:
| | | |
| | Finance income | - | | (506) |
| | Finance costs | 5,850 | | 5,850 |
| | Share of results of joint venture - post tax | (34,061) | | (58,135) |
| | | | | |
| | Changes in working capital: | | | |
| | (Increase)/decrease in trade and other receivables | (11,569) | | 368 |
| | Increase in trade and other payables | 5,672 | | 15,848 |
| | | | | |
| |
Net cash outflow from operations |
(84,948) | |
(69,621) |
| | | | | |
| 6 | INTERESTS IN JOINT VENTURE | | | | ||
| | | | | | ||
| | The group holds a 50 per cent investment in Grafton Insurance Services Limited, a joint venture via the ownership of 100% of the "B" ordinary shares. The principal activity of the joint venture is that of a property insurance broker. The group's share of the joint venture's results and net assets are set out below. | |||||
| | | | | | ||
| | | Unaudited 2010 £ | | Audited 2009 £ | ||
| | | | | | ||
| | Revenue | 117,438 | | 161,464 | ||
| |
Operating profit | 43,113 | | 72,554 | ||
| | Finance Income | 2 | | 874 | ||
| |
Profit before tax | 43,115 | | 73,428 | ||
| | Tax | (9,054) | | (15,293) | ||
| |
Profit after tax | 34,061 | | 58,135 | ||
| | | | | | ||
| | | | | | ||
| | Interest in joint venture at 1 February 2009 | 19,176 | | 16,041 | ||
| | Share of profit for the year | 34,061 | | 58,135 | ||
| | Dividends | (33,000) | | (55,000) | ||
| |
Interest in joint venture at 31 January 2010 | 20,237 | | 19,176 | ||
| | | | | | ||
The total share capital and reserves of Grafton Insurance Services Limited at 31 January 2010 was £73,475 (2009: £93,353).
7 POST BALANCE SHEET EVENTS
On 6 July 2010, the company entered into a conditional agreement to sell its entire 50% interest in Grafton Insurance Services Limited to Safeland plc, a related party, for total consideration of £90,000. This agreement is conditional on approval by the company's shareholders at a General Meeting. Safeland plc is considered to be a related party of the company as all directors of Leo Insurance Services plc are also directors of Safeland plc and Safeland plc owns 7.09% of the issued share capital of this company.
For further information please contact:
| Leo Insurance Services Limited Paul Davis, Finance Director
| 020 8815 1600
|
| Arbuthnot Securities Limited Hugh Field / Ed Groome
| 020 7012 2000 |
The Company's Annual Report for the year ended 31 January 2010 (the "Annual Report") is being posted to Shareholders today. The Annual Report, which includes the Notice of AGM being convened to be held on 30 July 2010, will be made available for download from the Company's website at www.leoinsurance.co.uk later today.
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