RNS Number:9068F
Personal Screening PLC
10 July 2006
PERSONAL SCREENING PLC - FINAL RESULTS & ACCOUNTS FOR THE YEAR TO 31ST DEC
2005
Company registration number: 4057276
Registered office: 35 Hagley Road
Stourbridge
West Midlands
DY8 1QR
Directors: Michael George Scorey (Chairman)
James Christopher Driscoll MBE (resigned 14 March 2006)
Simon Peter Driscoll
Aniz Visram (appointed 14 March 2006)
Secretary: Simon Peter Driscoll
Bankers: HSBC Bank
114 High Street
Stourbridge
West Midlands
DY8 1DZ
Solicitors: Harrison Clark
5 Deansway
Worcester
WR1 2JG
Auditors: Bentley Jennison
Registered Auditors
Chartered Accountants
Charterhouse
Legge Street
Birmingham
B4 7EU
INDEX PAGE
Chairman's statement 1
Report of the directors 2 & 3
Report of the independent auditors 4
Principal accounting policies 5 & 6
Consolidated profit and loss account 7
Consolidated balance sheet 8
Company balance sheet 9
Consolidated cash flow statement 10
Notes to the financial statements 11 - 22
Notice of Annual General Meeting
CHAIRMANS STATEMENT
I am pleased to present the financial statements for the 12 months to 31
December 2005.
The consolidated loss on ordinary activities after taxation for this period was
#202,817 for the 12 months to 31 December 2005 compared to #563,135 for the
previous 18 months to 31 December 2004.
As reported in my interim statement issued in November 2005, the strategic
restructuring of the business was completed. The sales for the year did not meet
our expectations primarily due to the delay in bringing the company to AIM and
completing our fundraising.
I am now happy to report that a fundraising of #795,000 and our move to Aim was
successfully completed in February together with the appointment of our Finance
Director, Aniz Visram. We further secured a private placing of #325,500 in
April 2006 when we were advised by our brokers that there was an appetite for
our stock. The business now has a firm financial base which has allowed us to
start building the awareness program for our unique product offering. Currently
we are developing a marketing and PR strategy which we intend to launch in the
second half of this year.
Our range of approved tests continues to expand and we have approval for a new
self test for chlamydia. The new test gives an instant result and has a lower
retail price point against the old tests which had to be sent away for
laboratory analysis. The new test is now available and sales are starting to
come through. Two promotions are planned during the second half which we
believe will significantly enhance sales of this product.
In May we successfully completed our first acquisition. The company, Mermaid
Diagnostics Limited in conjunction with the University of Birmingham, developed
a patented product known as Safetube. The research and development program of
some eight years for Safetube has created a product which allows reagents to be
mixed together and perform colorimetric analysis. The first manifestation of
this technology is Smokescreen, a rapid point of care test for smoking. This is
used to measure nicotine intake and has great benefits in assisting people to
quit. Smokescreen is a registered trade mark and brings Personal Screening its
first wholly owned intellectual property. Other uses include the treatment of
tuberculosis, detection of arsenic and pesticide poisoning.
I am also delighted to announce that Dr Graham Cope an honorary senior research
fellow of the University of Birmingham and Technical Director of Mermaid has
joined the group as its Research and Development Director.
I am also happy to report that University of Birmingham's research company
Birmingham Research and Development Limited has become equity holders in
Personal Screening.
We see Dr Cope's appointment and BRDL's role as a major step forward for
Personal Screening. This team allows us to identify new products, and more
importantly, acquisitions that will enhance our core business.
I would like to thank shareholders for their continued support and I look
forward to being able to give you further encouraging news of the Company's
progress in future communications.
Michael Scorey
Chairman, Personal Screening plc
7 July 2006
The directors present their report together with the financial statements for
the year ended 31 December 2005.
Principal activities
The principal activity of the group during the year/period was that of selling
self-test medical kits.
Business review
Developments in the business both during and after the year are detailed in the
Chairman's Statement on page 1.
Developments since the year end are discussed in note 23.
Trading results
There was a loss for the year after taxation amounting to # 202,817 (period
ended 31 December 2004: #563,135). The directors do not recommend payment of a
dividend and the loss has therefore been transferred from reserves.
Directors
The membership of the Board at the end of the year is set out below. The
interests of the directors in the shares of the company at 31 December 2005 and
1 January 2005, or date of appointment if later, were as follows:
Ordinary shares Ordinary shares
of 0.1p each of 5p each
31 December 31 December
2005 2004
Michael Scorey - -
James Driscoll (resigned 14 March 2006) 4,952,619 4,952,619
Simon Driscoll 1,601,000 1,600,000
Aniz Visram was appointed as Finance Director on 14 March 2006 and on the same
date James Driscoll resigned as a director. In accordance with the articles of
association Aniz Visram retires from the Board and will offer himself for
re-election at the Annual General Meeting.
Substantial shareholders
At 30 June 2006, in addition to the directors, the following had notified the
company of a disclosable interest in 3% or more of the issued share capital of
the company:
Ordinary shares % of issued
of 0.1p each share capital
Pershing Keen Nominees Limited 54,308,999 31
SP Angel (Nominees) Limited 28,950,000 16
Wellbeing Screening plc 12,567,307 7
Vidacos Nominees Limited 6,258,755 4
Directors' responsibilities for the financial statements
United Kingdom company law requires the directors to prepare financial
statements for each financial period which give a true and fair view of the
state of affairs of the company and the group and of the profit or loss of the
group for that period. In preparing those financial statements, the directors
are required to:
- select suitable accounting policies and then apply them consistently
- make judgements and estimates that are reasonable and prudent
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements
- prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records, for
safeguarding the assets of the group and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are responsible for ensuring that the directors' report and other
information contained in the annual report is prepared in accordance with
company law in the United Kingdom.
Creditor payment policy
The group's current policy concerning the payment of trade creditors is to
settle the terms of payment with suppliers when agreeing the terms of each
transaction but due to cash constraints the group has varied those terms in
discussion with creditors.
At the year end group trade creditors represented 439 days purchases (31
December 2004 : 205 days).
Auditors
On 27 April 2006, Grant Thornton UK LLP resigned as auditors and Bentley
Jennison, Chartered Accountants and Registered Auditors were appointed in their
place.
ON BEHALF OF THE BOARD
Simon Driscoll
Director
7 July 2006
We have audited the financial statements of Personal Screening plc for the year
ended 31 December 2005 which comprise the principal accounting policies, the
consolidated profit and loss account, the balance sheets, the consolidated cash
flow statement and notes 1 to 25. These financial statements have been prepared
under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the company's members those matters we are required to
state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities of the directors and auditors
The directors' responsibilities for preparing the annual report and the
financial statements in accordance with United Kingdom law and accounting
standards are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom auditing
standards.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the directors' report is not
consistent with the financial statements, if the company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors' remuneration and transactions with the group is not disclosed.
We read other information contained in the annual report and consider whether it
is consistent with the audited financial statements. The other information
comprises only the directors' report and the chairman's statement. We consider
the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. Our responsibilities
do not extend to any other information.
Basis of opinion
We conducted our audit in accordance with United Kingdom auditing standards
issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the group's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the affairs of the company and the group as at 31 December 2005 and of the
loss of the group for the year then ended and have been properly prepared in
accordance with the Companies Act 1985.
BENTLEY JENNISON
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
BIRMINGHAM
7 July 2006
Basis of preparation
The financial statements have been prepared, on policies consistent with the
previous year, in accordance with applicable United Kingdom accounting standards
and under the historical cost convention.
Basis of consolidation
The group financial statements consolidate those of the company and of its
subsidiary undertakings (see note 10) drawn up to 31 December 2005 under the
acquisition method of accounting. Profits or losses on intragroup transactions
have been eliminated in full. On acquisition of a subsidiary, all of the
subsidiary assets and liabilities which exist at the date of acquisition are
recorded at their fair values reflecting their condition at that date. Where
appropriate, in the parent company's own accounts, it has recorded shares in
respect of acquisitions at their nominal value, in accordance with the
provisions of section 131 of the Companies Act 1985.
Goodwill arising on consolidation, representing the excess of the fair value of
the consideration given over the fair values of the identifiable net assets
acquired, is capitalised and amortised over the expected useful economic life.
Turnover
Turnover is the total amount receivable by the group for goods supplied and
services provided, excluding VAT and trade discounts. Turnover is recognised on
the despatch of the kits to the customer.
Intangible fixed assets
Intellectual property rights, patents and databases are valued at cost and are
amortised on a straight line basis over their useful economic lives of 10 years,
10 years and one year respectively.
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided on all tangible fixed assets at rates calculated to write off the cost
less estimated residual value of each asset over its expected useful economic
life, as follows:
Fixtures and fittings 20% straight line
Computer equipment 33.3% straight line
Plant and machinery 33.3% reducing balance
Frames 33.3% straight line
Stock
Goods held for resale are valued at the lower of cost and net realisable value.
Leased assets
Operating lease rentals are charged to the profit and loss account in equal
annual instalments over the lease term.
Investments
Investments are included at cost less amounts written off.
Licensing, Research and Development
Costs incurred in Licensing, Research and Development activity are written off
in the year of the expenditure.
Financial instruments
The group has financial instruments which it uses to raise finance for
operations. Interest payable / receivable is accrued and charged / credited to
the profit and loss account in the year to which it relates.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or
events that give the group an obligation to pay more tax in the future, or a
right to pay less tax in the future have occurred by the balance sheet date.
Deferred tax assets are recognised when it is more likely than not that they
will be recovered. Deferred tax is measured using rates of tax that have been
enacted or substantively enacted by the balance sheet date.
Consolidated Profit & Loss Account 12 months ended 18 months ended
31 December 31 December
Note 2005 2004
# # # #
Turnover
Continuing operations 83,878 145,991
Discontinued operations - 60,142
1 83,878 206,133
Cost of sales 2 (54,905) (131,582)
28,973 74,551
Gross profit
Administrative expenses:
Other administrative expenses 2 (162,616) (370,423)
Amortisation of goodwill 2 (48,976) (56,650)
(211,592) (427,073)
Operating loss
Continuing operations (148,518) (342,992)
Discontinued operations (34,101) (9,530)
(182,619) (352,522)
Loss on disposal of discontinued operations - (200,000)
Net interest 3 (20,198) (10,613)
Loss on ordinary activities before
taxation 1 (202,817) (563,135)
Tax on loss on ordinary activities 5 - -
Loss on ordinary activities after
taxation and loss for the financial year / 17 (202,817) (563,135)
(period) transferred from reserves
Loss per ordinary shares- basic and diluted 6 (0.35)p (1.24)p
There were no recognised gains or losses other than the loss for the financial
year / period.
The accompanying accounting policies and notes form an integral part of these
financial statements.
Note 31 December 31 December
2005 2004
Consolidated Balance Sheet
# # # #
Fixed assets
Intangible assets 8 873,890 922,866
Tangible assets 9 562 1,779
874,452 924,645
Current assets
Stock 11 18,013 17,332
Debtors 12 24,660 65,589
42,673 82,921
Creditors: amounts falling due within one year 13 (601,031) (485,881)
Net current liabilities (528,358) (402,960)
Total assets less current liabilities and net
assets 316,094 521,685
Capital and reserves
Called up share capital 16 64,433 2,721,610
Share premium account 17 612,087 624,863
Capital Redemption Reserve Account 17 2,667,179 -
Profit and loss account 17 (3,027,605) (2,824,788)
Equity shareholders' funds 18 316,094 521,685
The financial statements were approved by the Board of Directors on 7 July 2006.
Aniz Visram
Finance Director
Simon Driscoll
Director
The accompanying accounting policies and notes form an integral part of these
financial statements.
Company Balance Sheet Note 31 December 31 December
2005 2004
# # # #
Fixed assets
Investments 10 739,460 739,460
Current assets
Debtors 12 92,870 406,115
Creditors: amounts falling due within one year 13 (25,281) (30,488)
Net current assets 67,589 375,627
Total assets less current liabilities and net 807,049 1,115,087
assets
Capital and reserves
Called up share capital 16 64,433 2,721,610
Share premium account 17 612,087 624,863
Capital Redemption Reserve Account 17 2,667,179 -
Profit and loss account 17 (2,536,650) (2,231,386)
Equity shareholders' funds 807,049 1,115,087
The financial statements were approved by the Board of Directors on 7 July 2006.
Aniz Visram
Finance Director
Simon Driscoll
Director
The accompanying accounting policies and notes form an integral part of these
financial statements.
Consolidated Cash Flow Statement Note 12 months 18 months
ended ended
31 December 31 December
2005 2004
# #
Net cash outflow from operating activities 19 (24,224) (425,750)
Returns on investments and servicing of finance
Interest received 266 -
Interest paid (20,464) (10,613)
Net cash outflow from returns on investments
and servicing of finance (20,198) (10,613)
Capital expenditure
Payments to acquire tangible fixed assets - (860)
Net cash outflow from capital expenditure - (860)
Acquisitions
Purchase of subsidiary undertaking - (61,095)
Net cash outflow from acquisitions - (61,095)
Net cash outflow before financing (44,422) (498,318)
Financing
Issue of ordinary share capital 16 25,001 583,500
Costs of share issue - (15,271)
Net cash inflow from financing 25,001 568,229
(Decrease)/Increase in cash 20, 21 (19,421) 69,911
The accompanying accounting policies and notes form an integral part of these
financial statements.
1 TURNOVER AND LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
The turnover and loss on ordinary activities before taxation are attributable to
the principal activities wholly undertaken in the United Kingdom.
The loss on ordinary activities before taxation is stated after:
12 months 18 months
ended 31 ended 31
December December
2005 2004
# #
Auditors' remuneration:
Audit services 5,000 7,500
Taxation services 1,000 2,000
Depreciation and amortisation:
Goodwill including impairment 48,976 56,650
Intangible fixed assets - 916
Tangible fixed assets - all owned 1,217 5,082
Included within cost of investment and offset against the share premium account
are amounts of #nil (period ended 31 December 2004 : #10,800) and #nil (period
ended 31 December 2004 : # 2,700) respectively paid to the auditors for
non-audit services in connection with work as reporting accountants and
associated fundraisings.
2 COST OF SALES AND ADMINISTRATIVE EXPENSES
12 months ended 31 December 2005 18 months ended 30 June 2004
Continuing Discontinued Total Continuing Discontinued Total
# # # # # #
Cost of sales 54,905 - 54,905 89,237 42,345 131,582
Administrative expenses 128,515 34,101 162,616 343,096 27,327 370,423
Amortisation of goodwill 48,976 - 48,976 56,650 - 56,650
177,491 34,101 211,592 399,746 27,327 427,073
3 NET INTEREST
12 months 18 months
ended ended
31 December 31 December
2005 2004
# #
Other interest payable (3,345) -
On bank loans and overdrafts (17,119) (10,613)
Other interest receivable and similar income 266 -
(20,198) (10,613)
4 DIRECTORS AND EMPLOYEES
Staff costs during the period were as follows:
12 months 18 months
ended ended
31 December 31 December
2005 2004
# #
Wages and salaries 61,866 181,395
Social security costs 4,929 12,681
66,795 194,076
The average number of employees of the group during the period was:
12 months 18 months
ended ended
31 December 31 December
2005 2004
Number Number
Technical 1 1
Sales and administration 3 4
4 5
Remuneration in respect of directors was as follows:
12 months 18 months
ended ended
31 December 31 December
2005 2004
# #
Emoluments 45,000 118,542
During the period no directors (2004: nil) participated in money purchase
pension schemes.
5 TAX ON LOSS ON ORDINARY ACTIVITIES
No tax charge arises on the loss for the year/period.
The tax assessed for the period differs from the standard rate of corporation
tax in the UK as explained below:
12 months 18 months
ended ended
31 December 31 December
2005 2004
# #
Loss on ordinary activities before tax (202,817) (563,135)
Loss on ordinary activities multiplied by standard rate of Corporation Tax
in the UK of 19% (2004: 19%)
(38,535) (106,996)
Effect of:
Expenses not deductible for tax purposes 8,667 128,594
Capital allowances for year in excess of depreciation (1,513) (2,407)
Utilisation of losses - (67,926)
Unrecognised deferred tax assets 31,381 48,735
Current tax credit for year - -
Unrelieved tax losses of approximately #1,559,000 (2004: #1,426,000) remain
available to offset against future taxable trading profits.
6 LOSS PER SHARE
The calculation of the basic loss per share is based on the loss for the year
attributable to ordinary shareholders of #202,817 (period ended 31 December
2004: #563,135) divided by the weighted average number of shares in issue during
the year of 58,598,948 (period ended 31 December 2004 : 45,575,717).
7 LOSS FOR THE FINANCIAL YEAR
The parent company has taken advantage of s230 of the Companies Act 1985 and has
not included its own profit and loss account in these financial statements. The
parent company's loss for the year was #305,264 (period ended 31 December 2004:
#411,860).
8 INTANGIBLE FIXED ASSETS
The group
31 December 31 December
2005 2004
# #
Goodwill (a) 873,890 922,866
Other intangible assets (b) - -
873,890 922,866
INTANGIBLE FIXED ASSETS (CONTINUED)
(a) Goodwill
Goodwill on
consolidation
#
Cost
At 1 January 2005 and 31 December 2005 2,042,298
Amortisation
At 1 January 2005 1,119,432
Provided in the year 48,976
At 31 December 2005 1,168,408
Net book amount at 31 December 2005 873,890
Net book amount at 31 December 2004 922,866
The cost of the goodwill comprises:
Year of Goodwill at
Date of acquisition amortisation original cost
#
Transad Limited November 2002 10 years 1,062,782
Personal Screening International Limited November 2004 20 years 979,516
2,042,298
The Transad Limited goodwill was fully provided against in the year ended 30
June 2003. The directors have carried out an impairment review based on
discounted cashflow forecasts and concluded that no provision is required in
relation to the goodwill in Personal Screening International Limited.
(b) Other intangible assets
Intellectual
Patents & property
Databases trademarks rights Total
# # # #
Cost
At 1 January 2005 11,295 29,783 41,150 82,228
Disposals (11,295) (29,783) - (41,078)
At 31 December 2005 - - 41,150 41,150
Amortisation
At 1 January 2005 11,295 29,783 41,150 82,228
Eliminated on Disposals (11,295) (29,783) - (41,078)
At 31 December 2005 - - 41,150 41,150
Net book amount at 31 December 2005 - - - -
Net book amount at 31 December 2004 - - - -
9 TANGIBLE FIXED ASSETS
The group Fixtures and Computer Plant and
fittings equipment machinery Frames Total
# # # # #
Cost
At 1 January 2005 4,730 16,253 2,526 92,990 116,499
Disposals (16,253) (16,253)
At 31 December 2005 4,730 - 2,526 92,990 100,246
Depreciation
At 1 January 2005 3,082 16,253 2,395 92,990 114,720
Provided during the year 1,086 131 1,217
Eliminated on Disposals - (16,253) - - (16,253)
At 31 December 2005 4,168 - 2,526 92,990 (99,684)
Net book amount at 31 December 2005 562 - - - 562
Net book amount at 31 December 2004 1,648 - 131 - 1,779
10 FIXED ASSET INVESTMENTS
The company Investment in
subsidiary
undertakings
#
Cost
At 1 January 2005 and 31 December 2005 1,729,780
Provisions
At 1 January 2005 and 31 December 2005 990,320
Net book amount at 31 December 2005 739,460
Net book amount at 31 December 2004 739,460
At 31 December 2005 the company held 100% of Ordinary share capital of the
following:-
Subsidiary Country of incorporation Nature of business
Transad Limited England and Wales Dormant
Personal Screening International England and Wales Sale of self test kits
Limited
All subsidiaries have been included in the consolidation.
11 STOCK
The group
31 December 31 December
2005 2004
# #
Goods for resale 18,013 17,332
12 DEBTORS
The group The company
31 December 31 December 31 December 31 December
2005 2004 2005 2004
# # # #
Trade debtors 10,400 37,762 - -
Other debtors 14,260 27,827 5,314 4,295
Amounts due from group undertakings - - 87,556 401,820
24,660 65,589 92,870 406,115
All of the above amounts fall due within one year.
13 CREDITORS:AMOUNTS FALLING DUE WITHIN ONE YEAR
The group The company
31 December 31 December 31 December 31 December
2005 2004 2005 2004
# # # #
Bank overdraft 179,357 159,936 - -
Trade creditors 201,224 115,038 - -
Other taxes and social security costs 73,225 80,289 - -
Other creditors 123,408 111,523 21,000 21,000
Accruals and deferred income 23,817 19,095 4,281 9,488
601,031 485,881 25,281 30,488
The bank overdraft is secured against a fixed and floating charge over all the
assets of the group and a personal guarantee given by James Driscoll, a director
of the company, up to #150,000.
14 FINANCIAL INSTRUMENTS
The group uses financial instruments, other than derivatives, comprising
borrowings, cash and various items such as trade debtors, trade creditors etc,
that arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the group's operations.
The main risk arising from the group's financial instruments is liquidity risk.
The directors review and agree policies for managing this risk. It is the
group's policy to maintain a minimum degree of headroom of cash requirements
over available facilities at all time. It is, and has been in the period under
review, the group's policy that no trading in financial instruments shall be
undertaken.
Short term debtors and creditors
Short term debtors and creditors have been excluded from all the following
disclosures.
Liquidity risk
The group seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably.
The fair value of financial instruments is not considered to be different from
book value.
Currency risk
The group is not exposed to translation and transaction foreign exchange risk as
all transactions are undertaken in Sterling.
Maturity of financial liabilities
The group financial liabilities analysis at 31 December 2005 was as follows:
31 December 31 December
2005 2004
# #
In less than one year or on demand
Bank overdraft 179,357 159,936
The bank overdraft carries interest at a rate of 3% above Barclays Bank Plc base
rate.
15 DEFERRED TAXATION
No deferred taxation has been provided for in the financial statements.
The unprovided deferred tax asset is set out below:-
The group The company
31 December 31 December 31 December 31 December
2005 2004 2005 2004
# # # #
Unprovided deferred tax asset 301,000 278,000 106,000 92,000
16 SHARE CAPITAL
31 December 31 December
2005 2004
# #
Authorised
2,582,821,298 ordinary shares of 0.1p each 2,582,821
105,000,000 ordinary shares of 5p each - 5,250,000
Allotted, called up and fully paid
64,433,000 ordinary shares of 0.1p each 64,433
54,432,198 ordinary shares of 5p each - 2,721,610
Capital Re-organisation
On 18 March 2005 the share capital was subdivided, converted and re-designated
into one new ordinary share of 0.1p and forty nine deferred shares of 0.1p and
all of the un-issued deferred shares were reclassified as ordinary shares of
0.1p each. The voting and other rights (including the rights to dividends)
conferred on the new ordinary shares are identical to ordinary shares as set out
in the articles of association of the company. The deferred shares carried
minimal rights and had little or no economic value.
On 25 November 2005 the company bought back, by way of an issue and the proceeds
of a fresh issue of 1,000 ordinary shares, and cancelled all of the issued
Deferred Shares for the sum of # 1
The Group and Company
Movement in Authorised share capital Ordinary Ordinary Deferred
Shares of 5p Shares of Shares of
each 0.1p each 0.1p each Total
# # # #
At 1 January 105,000,000 ordinary shares of 5p each
2005 5,250,000 - - 5,250,000
18 March 2005 Sub-division of ordinary shares 1:49 (5,250,000) 105,000 5,145,000 -
18 March 2005 Re-classification of un-issued deferred - 2,477,821 (2,477,821) -
shares as ordinary shares of 0.1p each
25 November Cancellation of Deferred Shares - - (2,667,179) (2,667,179)
2005
As at 31 2,582,821,298 ordinary shares of 0.1p - 2,582,821 - 2,582,821
December 2005 each
Allotments during the year
The following allotments of shares were made during the year, all of which were
issued at par value of 0.001p each
5 August 2005 2,500,000 ordinary shares
7,500,000 ordinary shares
25 November 2005 1,000 ordinary shares
The shares issued on 5 August 2005 included 2,500,000 shares that were issued
for cash, giving rise to proceeds of #25,000. The 7,500,000 shares issued on the
same date were issued in settlement of creditors of # 59,210.
The shares issued on 25 November 2005 were issued for cash giving rise to
proceeds of # 1
Further shares have been issued since the year end (see note 23)
Share Warrants
On 31 October 2003, the company created a warrant instrument pursuant to which
the Wellbeing was entitled to subscribe for up to 12,567,307 ordinary shares at
a price of 5p each. None of these warrants were exercised to 31 October 2005
being the exercise date and have therefore lapsed as at that date.
On 31 December 2004, the company created a warrant instrument pursuant to which
the European Deposit Trust is entitled to subscribe for up to 4,000,000 ordinary
shares at a price of 5p each. None of these warrants have been exercised to
date. The warrants are exercisable at any time up to 30 November 2009.
Directors Share Options
Michael Scorey was granted an option to subscribe for up to 2,000,000 ordinary
shares at a price of 5p each.
He waived these options on the 15 March 2006.
17 SHARE PREMIUM ACCOUNT AND RESERVES
The group Capital
Redemption Share Profit
Reserve premium and loss
account account account
# # #
At 1 January 2005 - 624,863 (2,824,788)
Shares issued - 74,210 -
Professional Costs - (86,986) -
Sub - Division of Share Capital (see note above) 2,667,179 - -
Retained loss for the year/(period) - - (202,817)
At 31 December 2005 2,667,179 612,087 (3,027,605)
The company Capital
Redemption Share Profit
Reserve premium and loss
account account account
# # #
At 1 January 2005 - 624,863 (2,231,386)
Shares issued (net of costs) - 74,210 -
Professional Costs - (86,986) -
Sub - Division of Share Capital (see note above) 2,667,179
Retained loss for the year/(period) - - (305,264)
At 31 December 2005 2,667,179 612,087 (2,536,650)
18 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS
12 months ended 18 months ended
31 December 31 December
2005 2004
# #
Loss for the financial year/(period) (202,817) (563,135)
Issue of shares (net of costs) (2,774) 1,296,594
Net (decrease)/increase in shareholders' funds (205,591) 733,459
Opening shareholders' funds/(deficit) 521,685 (211,774)
Closing shareholders' funds 316,094 521,685
19 NET CASH OUTFLOW FROM OPERATING ACTIVITIES
12 months ended 18 months ended
31 December 31 December
2005 2004
# #
Operating loss (182,619) (352,522)
Depreciation of tangible fixed assets 1,217 5,082
Amortisation and impairment of goodwill 48,976 56,650
Amortisation of other intangible fixed assets - 916
Creditors settled by the issue of shares - 50,000
Increase in stocks (681) (14,288)
Decrease in debtors 40,929 40,257
(Decrease)/Increase in creditors 67,954 (211,845)
Net cash outflow from operating activities (24,224) (425,750)
20 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
12 months ended 31 18 months ended
December 31December
2005 2004
# #
(Decrease) / Increase in cash in the year and movement in net debt (19,421) 69,911
Opening net debt (159,936) (229,847)
Closing net debt (179,357) (159,936)
21 ANALYSIS OF CHANGES IN NET DEBT
At 1 January 2005 Cash flow At 31 December 2005
# # #
Bank overdraft (159,936) (19,421) (179,357)
22 SHARE ISSUES
Called Up Share Share Premium Non Cash Cash Proceeds
Capital Account Proceeds
# # # #
5 August 2005 2,500 22,500 - 25,000
5 August 2005 7,500 51,710 59,210 -
25 November 2005 1 - - 1
10,001 74,210 59,210 25,001
23 POST BALANCE SHEET EVENTS
Since the year end, the Group has undertaken a series of significant
transactions. These are referred to in the Chairman's statement on page 1.
AIM Listing and Share Issues
The Company was admitted to the AIM market of the London Stock Exchange on 15
February 2006 with an initial placing of 79,500,000 ordinary shares of 0.1p each
at 1p.
The shares in issue were added to on 21 April 2006 by way of a private placement
of 32,550,000 shares of 0.1p each at 1p, raising #325,500 to be used for the
working capital of the Group.
Acquisition
On 31 May 2006, the Company acquired the entire share capital of Mermaid
Diagnostics Limited in exchange for 2,000,000 ordinary shares of 0.1p each at an
agreed price of 2p each. At the date of acquisition Mermaid Diagnostics
Limited's un-audited accounts disclosed net assets of # 21,135 with an annual
turnover of #1,600 resulting in a net loss of #6,807
Share capital
As a result of the above transactions, at the date of this report, the issued
share capital stands at 174,483,198 ordinary shares of 0.1p each.
24 CONTINGENT LIABILITY
There is currently a dispute outstanding between the company and Beattie
Communications Limited in respect of invoices delivered by Beattie to the
company for services rendered by Michael Wort, a previous director of the
company. The maximum liability was # 40,000. Provision has been made in these
accounts for the amount which the directors consider will be the settled
liability. The company has made an offer to settle the matter.
25 TRANSACTIONS WITH DIRECTORS AND RELATED PARTIES
Name of director and connected person Amount owing to
director at
31 December 2005 and
31 December 2004
#
J Driscoll 21,000
The amount due at 31 December 2005 was also the maximum balance outstanding
during the year.
In addition, the group has made purchases at arms length totalling #nil (2004:
#nil) from companies in Galleon Holdings plc group, a company of which J C
Driscoll and S P Driscoll are/were directors and shareholders. The amount owed
at the year end to companies within this group was #37,177 (2004: #37,177)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Personal Screening plc
will be held at 35 Hagley Road, Stourbridge DY8 1QR on Friday 18 August 2006 at
9.30am for the following purposes
Ordinary Business
1 To receive the report of the directors and the financial statements for the
12 month period ended 31 December 2005 and the report of the auditors
thereon
2 To re-elect Aniz Visram as a director of the company
3 To reappoint the auditors and to authorise the directors to fix their
remuneration
On behalf of the Board
Simon Driscoll
COMPANY SECRETARY
7 July 2006
ENQUIRIES TO
Simon Driscoll
Personal Screening
01384 352 717
Chris Steele
Adventis Financial
020 7034 4759
This information is provided by RNS
The company news service from the London Stock Exchange
END
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