Alltrue Investments PLC
27 June 2006
Company Registration No. 4927273 (England and Wales)
ALLTRUE INVESTMENTS PLC
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2005
ALLTRUE INVESTMENTS PLC
COMPANY INFORMATION
________________________________________________________________________________
Directors L.E.V Knifton
S. Oakes
W.N.V. Weller
J. R. Shaw (Appointed 8 September 2005)
S. Campbell (Appointed 1 February 2006)
A. Patel (Appointed 1 February 2006)
Secretary International Registrars Ltd
Company number 4927273
Registered office Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Auditors Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Nominated Advisers Nabarro Wells & Co. Limited
Saddlers House
Gutter Lane
London EC2V 6HS
Brokers Nabarro Wells & Co. Limited
Saddlers House
Gutter Lane
London EC2V 6HS
Registrars Share Registration Limited
Craven House
West Street
Surrey GU9 7EN
ALLTRUE INVESTMENTS PLC
CONTENTS
________________________________________________________________________________
Page
Chairman's statement 1
Directors' report 2 - 3
Independent auditors' report 4
Profit and loss account 5
Balance sheet 6
Cash flow statement 7
Notes to the cash flow statement 8
Notes to the financial statements 9 - 11
ALLTRUE INVESTMENTS PLC
CHAIRMAN'S STATEMENT
________________________________________________________________________________
The audited results for the year to 31 December 2005 show that your Company
incurred a loss of £41,000.
However, the period covered by these results your Company was a cash shell.
Since that period your Company has successfully completed the acquisitions of
Falcon Securities Holdings Limited and Information Exchange Limited which were
approved by shareholders at the EGM of the Company held on 1 February 2006. The
enlarged share capital following these acquisitions was re-listed on AIM on 3
March 2006.
Your Board will provide an update on current trading at the time of the interim
results to end June 2006. I am pleased to report that the first of Information
Exchange's 'IX Investor 'shows in May proved successful and was attended by over
2000 delegates during the 2 day period. Further shows are planned for October
and December of this year. The existing private investor and corporate broking
business of Falcon Securities is trading in line with expectations. It is
anticipated that the business will act as broker to a number of corporate
transactions over the coming months and as indicated in the Admission Document
Falcon continues to look to attract further brokers to its existing advisory
team.
The audited results for the year to 31 December 2005 will be sent to
shareholders together with copies of this announcement. They are also available
from the Company's registered office at Finsgate, 5-7 Cranwood Street, London,
EC1V 9EE for a period of 30 days from today's date.
L.E.V Knifton
Chairman
Date: ......................2006
ALLTRUE INVESTMENTS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
The Directors present their report and financial statements for the year ended
31 December 2005.
Principal activities and review of the business
The principal activity of the Company during the period was that of a holding
Company for investments to be acquired in the investment and financial services
areas.
On 1 February 2006, the acquisition of the entire issued share capitals of The
Information Exchange Limited an education business for private investors
(trading as The Information Exchange Limited) and Falcon Securities Holdings
Limited, comprising a brokerage, (trading as Falcon Securities (UK) Limited)
were both approved by shareholders and the enlarged group was readmitted to
trading on AIM. Following FSA approval of the change of control in Falcon
Securities (UK) Limited, the acquisition of Falcon Security Holdings was
completed on 3 March 2006.
Results and dividends
The results for the period are set out on page 5.
The loss attributable to shareholders for the year amounted to £41,000 and has
been transferred to reserves.
The Directors do not recommend payment of a dividend.
Substantial shareholders
The Directors have been notified that at the date of this report the following
have a substantial interest (3% or over) in the share capital of the Company:
Holding
%
L.E.V. Knifton 16.67
S.V. Oakes 16.67
W.N.V. Weller 16.67
Pershing Keen Nominees Ltd 7.80
Fiske Nominees Ltd 3.24
Directors
The following Directors have held office since 1 January 2005:
L.E.V Knifton
S. V. Oakes
W.N.V. Weller
J. R. Shaw (Appointed 8 September 2005)
S. Campbell (Appointed 1 February 2006)
A. Patel (Appointed 1 February 2006)
Directors' interests
The Directors' interests in the shares of the Company were as stated below:
Ordinary of 0.1p each
31 December 2005 31 December 2004
L.E.V Knifton 15,700,000 15,700,000
S. V. Oakes 15,700,000 15,700,000
W.N.V. Weller 15,700,000 15,700,000
Messrs S. V. Oakes, W.N. V. Weller, S. A. Campbell, A. Patel and J. R. Shaw who
retire by rotation, offer themselves for re-election.
ALLTRUE INVESTMENTS PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
Creditor payment policy
The Company policy, in relation to all of its suppliers, is to settle the terms
of payment when agreeing the terms of the transactions and to abide by those
terms. The Company does not follow any code or statement on payment policy.
Creditor days at the end of the year were 9 days.
Auditors
In accordance with section 385 of the Companies Act 1985A resolution proposing
the re-appointment of Jeffreys Henry LLP as auditors will be put to the Annual
General Meeting.
Corporate Governance
The Company is not required to comply with the Code of Best Practice as set out
in section 1 of the Combined Code appended to the Listing Rules of the Financial
Services Authority as it is listed on AIM. All relevant decisions being taken by
the full Board.
Directors' responsibilities
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable law and United Kingdom Generally
Accepted Accounting Practice. Company law requires the Directors to prepare the
financial statements for each financial year which give a true and fair view of
the state of the affairs of the Company and of the profit or loss of the Company
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; prepare the financial statements
on a going concern basis unless it is inappropriate to assume that the Company
will continue in business; and state whether applicable accounting standards
have been followed subject to any material departures disclosed and explained in
the financial statements.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the
Companies Act 1985. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
On behalf of the board
S.V. Oakes
Director
...................2006
ALLTRUE INVESTMENTS PLC
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF ALLTRUE INVESTMENTS PLC
________________________________________________________________________________
We have audited the financial statements of Alltrue Investments Plc on pages 5
to 11 for the year ended 31 December 2005. These financial statements have been
prepared under the historical cost convention and 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 auditor's 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
As described in the statement of Directors' responsibilities on page 3 the
Company's Directors are responsible for the preparation of the financial
statements in accordance with applicable law and United Kingdom Accounting
Standards.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
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 Company is not disclosed.
We read the other information contained in the Annual Report, comprising only
the Directors' report and chairman's statement, and 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 audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) 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 Company'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, in accordance
with United Kingdom Generally Accepted Accounting Practice, of the state of the
Company's affairs as at 31 December 2005 and of the loss for the year ended and
have been properly prepared in accordance with the Companies Act 1985.
Jeffreys Henry LLP ................2006
Chartered Accountants Finsgate
Registered Auditor 5-7 Cranwood Street
London EC1V 9EE
ALLTRUE INVESTMENTS PLC
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
Year to 9 October 2003 to
31 December 31 December
2005 2004
Notes £'000 £'000
Turnover 2 - 1
Administrative expenses (71) (114)
__________ __________
Operating loss 3 (71) (113)
Other interest receivable and similar income 30 17
__________ __________
Loss on ordinary activities before taxation (41) (96)
Tax on loss on ordinary activities 4 - -
__________ __________
Loss on ordinary activities after taxation 9 (41) (96)
__________ __________
Basic loss per share 5 (0.044p) (0.177p)
__________ __________
Diluted loss per share 5 (0.044p) (0.177p)
__________ __________
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no recognised gains and losses other than those passing through the
profit and loss account.
ALLTRUE INVESTMENTS PLC
BALANCE SHEET
AS AT 31 DECEMBER 2005
________________________________________________________________________________
2005 2004
£'000 £'000
Notes
Current assets
Debtors 6 91 4
Cash at bank and in hand 619 743
__________ __________
710 747
Creditors: amounts falling due within one year 7 (28) (24)
__________ __________
Total assets less current liabilities 682 723
__________ __________
Capital and reserves
Called up share capital 8 94 94
Share premium account 9 725 725
Profit and loss account 9 (137) (96)
__________ __________
Shareholders' funds - equity interests 10 682 723
__________ __________
The financial statements were approved and authorised for issue by the Board on
.....................2006.
S. V. Oakes
Director
ALLTRUE INVESTMENTS PLC
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
9 October 2003 to
31 December 31 December
2005 2004
Notes £'000 £'000
Net cash outflow from operating activities 1 (154) (93)
__________ __________
Returns on investments and servicing of finance
Interest received 30 17
__________ __________
Net cash inflow/(outflow) for returns on investments
and servicing of finance 30 17
__________ __________
Net cash outflow before management of liquid resources
and financing (124) (76)
__________ __________
Financing
Issue of ordinary share capital net of expenses - 819
__________ __________
Net cash inflow from financing - 819
__________ __________
(Decrease)/Increase in cash in the period (124) 743
__________ __________
ALLTRUE INVESTMENTS PLC
NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
1. Reconciliation of operating loss to net cash outflow from
operating activities
2005 2004
£'000 £'000
Operating (loss)/profit (71) (113)
(Increase) in debtors (87) (4)
Increase in creditors within one year 4 24
______ ______
Net cash outflow from operating activities (154) (93)
______ ______
2. Analysis of net funds Other non-
1 January Cash 31 December
2005 Cashflow changes 2005
£'000 £'000 £'000 £'000
Net cash:
Cash at bank and in hand 743 (124) - 619
______ ______ ______ ______
Net funds 743 (124) - 619
______ ______ ______ ______
3. Reconciliation of net cash flow to movement in net funds
2005 2004
£'000 £'000
(Decrease)/Increase in the year (124) 743
______ ______
Movement in net funds in the period (124) 743
Opening net funds 743 -
______ ______
Closing net funds 619 743
______ ______
ALLTRUE INVESTMENTS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
1. Accounting policies
1.1 Accounting convention
The financial statements are prepared under the historical cost convention
and in accordance with the applicable accounting standards.
1.2 Turnover
Turnover represents amounts receivable for goods and services net of VAT
and trade discounts.
1.3 Deferred taxation
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the
treatment of certain items for taxation and accounting purposes. Deferred
tax is recognised, without discounting, in respect of all timing
differences between the treatment of certain items for taxation and
accounting purposes which have arisen but not reversed by the balance sheet
date, except as otherwise required by FRS19.
2. Turnover
The total turnover of the Company for the period has been derived from its
principal activity wholly undertaken in the United Kingdom.
3. Operating loss 2005 2004
£'000 £'000
Operating loss is stated after charging:
Auditors' remuneration 6 3
Remuneration of Auditors for non-audit work 2 1
______ ______
4. Taxation
Current tax charge - -
______ ______
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (41) (96)
Loss on ordinary activities before taxation multiplied
by standard rate of UK corporation tax at 30% (12) (28)
Effects of:
Other tax adjustments 12 28
______ ______
Current tax charge - -
______ ______
At 31 December 2005 the Company had excess management expenses to carry
forward of £39,000. The deferred tax asset on these tax loss of £12,000 has
not been recognised due to the uncertainty of recovery.
5. Loss per share
The loss per share attributable to ordinary shareholders is based upon a
loss of £41,000 (2004 - £96,000) and the weighted average number of shares
ranking during the year of 94,167,500, (2004 - 54,404,030).
ALLTRUE INVESTMENTS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
6. Debtors 2005 2004
£'000 £'000
Other debtors 72 2
Prepayments and accrued income 16 2
VAT recoverable 3 -
______ ______
91 4
______ ______
Included in Other Debtors above is a loan of £30,000 which is repayable by
9 August 2007.
7. Creditors: amounts falling due within one year 2005 2004
£'000 £'000
Trade creditors 1 17
Other creditors 22 -
Taxes and social security costs - 1
Accruals and deferred income 5 6
______ ______
28 24
______ ______
8. Share capital 2005 2004
£'000 £'000
Authorised
500,000,000 ordinary of 0.1p each 500 500
______ ______
Allotted, called up and fully paid
94,167,500 ordinary shares of 0.1p 94 94
______ ______
On 1 February 2006, and additional 150,000,000 shares were issued by the
Company in respect of acquisitions. (see note 14).
9. Statement of movements on reserves Share Profit and
Premium Loss
account account
£'000 £000
Balance at 1 January 2005 725 (96)
Retained loss for the year - (41)
______ ______
Balance at 31 December 2005 725 (137)
______ ______
10. Reconciliation of movements in shareholders' funds 2005
£'000
Opening shareholders' funds 723
Loss for the financial year (41)
______
Closing shareholders' funds 682
______
ALLTRUE INVESTMENTS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2005
________________________________________________________________________________
11. Employees
Number of employees
There were no employees during the year apart from the Directors.
12. Control
The Company is controlled by the Directors by virtue of their 50% holding
in the Company's issued share capital.
13. Financial instruments
The Company's financial instruments comprise trade creditors, cash, and
equity shares.
The Company has taken advantage of the exemption under FRS13 to exclude
short term debtors and short term creditors from the disclosure of
financial assets and liabilities.
The Company has cash at bank. This is placed on short term deposit to
maximise the Company's liquid resources and no interest rate hedging is
undertaken. During the year a weighted average of 3.5% was achieved.
14. Post Balance Sheet events
On 1 February 2006, the Company's acquisition of the entire issued share
capitals of both Falcon Securities Holdings Limited and The Information
Exchange Limited (IXL) was approved by shareholders. IXL was acquired on
that date for 50,000,000 fully paid ordinary shares in the Company and
Falcon Securities Holdings Limited, was acquired on 3 March 2006 for
consideration of 100,000,000 fully paid ordinary shares in the Company.
Subject to profit targets for the year ending 31 December 2006 being
achieved, the vendors of IXL will receive a further 50,000,000 shares,
credited as fully paid.
15. Publication of accounts
In accordance with the AIM rules a copy of the accounts has been sent to
shareholders and a copy of these accounts can be obtained free of charge
during office hours from the Company's registered office, International
Registrars Limited, Finsgate, 5-7 Cranwood Street, London EC1V 9EE.
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