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9th February 2009

AMZ HOLDINGS PLC

Interim Results for the six months ended 30 November 2008

AMZ Holdings PLC, the AIM company with 27 acres of resort approved property in the Penghu Islands, Taiwan, is pleased to announce its Interim Results for the six months ended 30 November 2008.

Highlights - for the period & post period end

• Gaming Bill passed in Taiwan January 2009: 

    - Completes the statutory process for gaming enablement on the offshore islands of Taiwan   

    - Penghu formally announces that they will be seeking to develop gaming resorts  

   

• The Company gained Enterprise Plan Development Approval for the property for an International Tourism Resort, which is now mandated by the recent Bill as a requirement for any gaming resort project

• AMZ now the largest and only private landholder on Penghu, with a  land size exceeding the minimum recommendations for a gaming resort  made by the advisory Council of Economic Planning and Development to the Government

• Merrill Lynch appointed on 30 January  2009 to review strategic options regarding landholding

Michael Treanor, CEO of AMZ said:

'After years of complicated land assembly, zoning and resort design we are delighted that the property is positioned to take advantage of the anticipated increase in tourism activity now that Penghu is seeking to embrace the new gaming legislation.' 

'Taiwan will be the new destination for Asian gaming tourism development, and with interest from major international operators in Penghu already since the Bill was passed, the Company looks forward to maximising the value of the property for the benefit of our shareholders.'

The Company will post the condensed interim financial statements to shareholders by 16 February 2009 and the full statements will be posted on the company's website www.amzholdings.com shortly.

For further information please contact:

Jonathon Brill/Caroline Stewart, Financial Dynamics	Financial PR	Tel: +44(0) 207 831 3113
Stuart Andrews/  Chris Clarke Evolution Securities Ltd	Nominated Adviser	Tel: +44(0) 20 7071 4300

Website: www.amzholdings.com

  Chairman's Statement

I have pleasure in presenting the interim financial statements for AMZ Holdings PLC ('the Company') (formerly Amazing Holdings PLC) and its subsidiaries (together referred to as 'the group') for the six months ended 30 November 2008.

Recent Developments

On 12 January 2009 the Company reached a major milestone when the Legislative Yuan in Taiwan approved the Gaming Amendment to the Outer Islands Construction Act.  

The bill, which was signed into law by President Ma Ying-jeou on 27 January 2009, legalises the construction and operation of Las Vegas and Macau-style casino resorts on the offshore islands. The Directors believe that the group is the largest private landowner on Penghu, the principal offshore island, and that Penghu is currently the only island with adequate infrastructure to accommodate an integrated casino resort.  

The economic committee, formed to advise the legislature on regulations to be promulgated relating to the issuance of licenses and the operation of gaming, has publicly stated that, among other things, it will recommend a 10 percent gross gaming tax rate (versus 35 percent in Macau) and a minimum land holding requirement for successful applicants for a license of 10 hectares (the group owns slightly less than 11 hectares). A further recommendation was that top-tier international operators be sought to develop the gaming licences. The group believes that together with its resort-approved landholding and the recent indicators from Taiwan, it has strengthened its position.  

In light of the recent positive developments, the Company engaged Merrill Lynch & Co. on 30 January 2009 to assist the Board in evaluating the group's options in relation to its landholdings in Taiwan. As previously announced, the group does not intend to build and operate the final casino/resort. It believes that the way to maximize shareholder value is to enable the construction and operation of a casino/resort to be handled by an international gaming company. 

Financial Review

The group is still at an early stage of development and, as a result, has not yet generated any trading income. Consequently the group recorded no turnover during the six months ended 30 November 2008 (2007: £nil), and reports an operating loss after net interest payable of £322,019 (2007: £27,151) of £780,928 (2007: £977,204). The operating loss includes £703,672 (2007: £305,101) in connection with share-based payments charge under International Financial Reporting Standard 2 and a credit of £844,837 (2007: charge £88,600) with regard to a gain on currency translation of non-current and current assets in respect of the group's Taiwan subsidiary. The group continues to use its working capital to fund the work associated with the development of the project and other strategic objectives.

The group's net cash at the end of the period was £2,510,410 (2007: £474,604) an increase of £2,035,806.

The group continues to review financing alternatives for its future working capital requirements in conjunction with the strategic review being conducted by Merrill Lynch & Co. and referred to above. 

The interim financial statements have been reviewed on the Board's behalf, by the group's accounting advisers, Scott-Moncrieff CA.

 

David Mathewson

Chairman

6 February 2009

  AMZ HOLDINGS PLC

Condensed consolidated income statement

For the six months ended 30 November 2008

(unaudited)

		Unaudited		Unaudited		Audited
		Six months to 30 November 2008		Six months to 30 November 2007		Year to 31 May 2008
	Note
			£		£		£
Revenue			-		-		-
Administrative expenses			(458,909)		(950,053)		(1,460,367)
Operating loss			(458,909)		(950,053)		(1,460,367)
Finance revenue			56,361		21,938		42,723
Finance costs			(378,380)		(49,089)		(163,712)
Loss before taxation			(780,928)		(977,204)		(1,581,356)
Taxation			-		-		-
Loss after taxation			(780,928)		(977,204)		(1,581,356)
Loss for the period attributable to equity holders			(780,928)		(977,204)		(1,581,356)
Loss per share:
Basic and diluted	2		(4.86p)		(6.08p)		(9.84p)

All results are from continuing activities.

  AMZ HOLDINGS PLC

Condensed consolidated balance sheet

At 30 November 2008

(unaudited)

		Unaudited		Unaudited		Audited
		At 30 November 2008		At 30 November 2007		At 31 May 2008
	Note
			£		£		£
ASSETS
Property, plant and equipment	3		6,449,581		5,140,694		5,675,234
Non-current assets			6,449,581		5,140,694		5,675,234
Cash and cash equivalents			2,510,410		474,604		3,410,041
Trade and other receivables			108,249		63,989		103,667
Current assets			2,618,659		538,593		3,513,708
Total assets			9,068,240		5,679,287		9,188,942
LIABILITIES
Trade and other payables			247,110		324,841		387,685
Borrowings			-		1,000,000		-
Current liabilities			247,110		1,324,841		387,685
Net current assets			2,371,549		(786,248)		3,126,023
Convertible loan notes			4,768,055		-		4,593,068
Derivative financial liability			150,283		-		150,283
Non current liabilities			4,918,338				4,743,351
Total liabilities			5,165,448		1,324,841		5,131,036
NET ASSETS			3,902,792		4,354,446		4,057,906
Equity attributable to equity holders of parent
Share capital			16,077,962		16,077,962		16,077,962
Share premium			3,758,884		3,758,884		3,758,884
Capital redemption reserve			150,000		150,000		150,000
Merger reserve			285,833		285,833		285,833
Foreign exchange translation reserve			(134,826)		10,938		(56,968)
Retained earnings			(16,235,061)		(15,929,171)		(16,157,805)
TOTAL EQUITY			3,902,792		4,354,446		4,057,906

Signed on behalf of the Board

M. R. Treanor            (Director)

D. C. Mathewson        (Director)

6 February 2009

 

AMZ HOLDINGS PLC

Condensed consolidated statement of changes in equity

For the six months ended 30 November 2008

(unaudited)

	Share capital	Share premium	Capital redemption reserve	Merger reserve	Foreign exchange translation exchange	Retained earnings	Total equity
	£	£	£	£	£	£	£
At 1 June 2007	16,077,962	3,758,884	150,000	285,833	17,299	(15,257,068)	5,032,910
Loss for the period	-	-	-	-	-	(977,204)	(977,204)
Share-based payments	-	-	-	-	-	305,101	305,101
Foreign exchange loss arising on consolidation	-	-	-	-	(6,361)	-	(6,361)
At 30 November 2007	16,077,962	3,758,884	150,000	285,833	10,938	(15,929,171)	4,354,446
Loss for the period	-	-	-	-	-	(604,152)	(604,152)
Share-based payments	-	-	-	-	-	375,518	375,518
Foreign exchange loss arising on consolidation	-	-	-	-	(67,906)	-	(67,906)
At 31 May 2008	16,077,962	3,758,884	150,000	285,833	(56,968)	(16,157,805)	4,057,906
Loss for the period	-	-	-	-	-	(780,928)	(780,928)
Share-based payments	-	-	-	-	-	703,672	703,672
Foreign exchange loss arising on consolidation	-	-	-	-	(77,858)	-	(77,858)
At 30 November 2008	16,077,962	3,758,884	150,000	285,833	(134,826)	(16,235,061)	3,902,792

AMZ HOLDINGS PLC

Condensed consolidated cash flow statement

For the six months ended 30 November 2008

(unaudited)

Reconciliation of group operating loss to net cash from operating activities

    

	Unaudited		Unaudited		Audited
	Six months to 30 November 2008		Six months to 30 November 2007		Year to 31 May 2008
		£		£		£
Loss before taxation		(780,928)		(977,204)		(1,581,356)
Finance costs		378,380		49,089		163,712
Finance revenue		(56,361)		(21,938)		(42,723)
Depreciation		2,102		1,906		3,975
Decrease/(increase) in debtors		(4,336)		(29,781)		(60,420)
Increase in creditors		(64,321)		27,285		5,868
Foreign exchange		(821,473)		57,330		(383,236)
Share based payments		703,672		305,101		680,619
Net cash from operating activities		(643,215)		(588,212)		(1,213,561)
Investing activities
Interest received		56,115		21,938		33,685
Purchase of property, plant and equipment		(32,834)		(792,090)		(889,314)
Financing activities
Interest paid		(279,697)		(45,724)		(124,885)
Repayment of loan		-		-		(1,000,000)
Issue of loan stock		-		-		4,743,351
Net (decrease)/increase in cash and cash equivalents		(899,631)		(1,404,088)		1,549,276
Foreign exchange movements		-		17,927		-
Movement for the period		(899,631)		(1,386,161)		1,549,276
Cash and cash equivalents at beginning of period		3,410,041		1,860,765		1,860,765
Cash and cash equivalents at end of period		2,510,410		474,604		3,410,041

  AMZ HOLDINGS PLC

Notes to the condensed consolidated interim financial statements for the six months ended 30 November 2008

1.          Basis of preparation and accounting policies

These financial statements are the unaudited interim consolidated financial statements of AMZ Holding PLC, a company incorporated in the Isle of Man, and its subsidiaries (together referred to as the 'Group') for the six month period ended 30 November 2008. They have been prepared in accordance with IAS 34 'Interim Financial Reporting' and should be read in conjunction with the consolidated financial statements for the year ended 31 May 2008. They were approved by the Board of Directors on 6 February 2008.

The accounting policies used in the preparation of the interim financial statements are the same as those applied in the preparation of the financial statements for the year ended 31 May 2008 which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

The interim financial statements have been prepared under the historical cost convention, except for the revaluation of financial instruments.

The interim financial statements have been prepared on the going concern basis on the assumption that additional funding will be available in the near future to enable the group to continue operating, meet its liabilities as they fall due and to continue its development programme.  

In concluding that it is appropriate to adopt the going concern basis in preparing the interim financial statements, the directors have prepared cash flow projections to February 2010. The projections include the assumption that sufficient further funding will be secured to enable settlement of the 12.9% Convertible Loan Stock, should the Loan Stock Holders invoke the put option available to them on 24 October 2009, and to provide additional cash resources to enable the company to continue to operate and meet its pre-development obligations in respect of the Taiwan development.  In the light of the recent positive announcements, the Company has engaged Merrill Lynch & Co. as Financial Advisers to the company, to evaluate a number of strategic and financial options available to the company, one of which options is the sourcing of additional working capital.  The directors anticipate that any additional funding will be obtained from certain existing shareholders, in addition to potential new investors.

These conditions indicate that there is a material uncertainty over the future funding of the group which would cast significant doubt on the group's ability to continue as a going concern. However, while recognising this uncertainty, the directors believe that adequate funding will be obtained to enable the group to continue operating and meet its liabilities as they fall due for the foreseeable future and that it is therefore appropriate to prepare the interim financial statements on a going concern basis. The interim financial statements do not reflect any adjustments which would have to be made should additional funding not be available.

These interim financial statements do not constitute statutory financial statements within the meaning of the Isle of Man Companies Acts 1931 - 2004. Statutory accounts for the year ended 31 May 2008, on which the auditors gave an unqualified report, have been filed with the Registrar of Companies.. 

The results for the six months ended 30 November 2008 have not been audited nor reviewed by the group's auditors.  

  

2,         Loss per share

            The calculations of loss per ordinary share are based on the following losses and weighted

            average  number of shares in issue during the period:

    

	Unaudited		Unaudited		Audited
	Six months to 30 November 2008		Six months to 30 November 2007		Year to 31 May 2008
Loss for the period (£)		(780,928)		(977,204)		(1,581,356)
Weighted average number of ordinary shares		16,077,962		16,077,962		16,077,962
Loss per share		(4.86p)		(6.08p)		(9.84p)

The exercise of outstanding share options in the periods would have the effect of reducing the loss per ordinary share, and are therefore not dilutive under the terms of IAS 33.

 

3.          Property, plant and equipment

During the period, the group spent £32,834 on acquiring new fixed assets principally with regard to expenditure incurred on property, plant and equipment in the course of construction at the Group's site in the Penghu Islands, Taiwan.  During the period, the group made a foreign exchange gain on the translation of fixed assets held by its Taiwan subsidiary at 30 November 2008 of £743,616.

 

4.         Segmental analysis and seasonality

As defined under IAS 14, the only material business segment the group has is that of real estate development and management, which is considered to be the group's primary segment. The geographic segments that the group operates in are the UK and Taiwan.    

             The group's activities are neither seasonal nor cyclical.

Finance costs and finance revenue are managed on a group basis and are not allocated to operating segments.

    

	Unaudited		Unaudited		Audited
	Six months to 30 November 2008		Six months to 30 November 2007		Year to 31 May 2008
		£		£		£
Revenue
UK		Nil		Nil		Nil
Taiwan		Nil		Nil		Nil
		Nil		Nil		Nil
Operating results
UK		(1,209,816)		(842,326)		(1,675,881)
Taiwan		750,907		(107,727)		215,514
		(458,909)		(950,053)		(1,460,367)
Non current assets
UK		50,902		1,581		49,919
Taiwan		6,398,678		5,139,113		5,625,315
		6,449,580		5,140,694		5,675,234

5.      Estimates

  

          Estimates used in calculating the charge for share-based payments in the period under IFRS 2 have been reviewed and 

          no adjustments have been made.

 

6.       Contingencies and commitments

    

          There were no changes in contingent liabilities or contingent assets since the last annual balance sheet date.

 

7.         Events after the balance sheet date

On 12 January 2009 the Legislative Yuan in Taiwan passed legislation that legalised gaming in Taiwan. The Bill legalised gaming through an amendment to the Offshore Islands Act, and the Council for Economic Planning and Development recommended casino resort development for Penghu. On 27 January 2009, the Taiwanese President formally signed off the Bill into law, completing the final statutory process required for gaming enablement in the Outer Islands, Taiwan.

 

8.         Related party transactions

The group has transacted business with related parties, as shown below, on normal commercial terms. All such trading balances are unsecured and interest free, with the exception of the loan from Bayside Development Corporation Limited. Period-end balances with such related parties were: 

	November 2008	November 2007
	£	£
Due to
Group
Ian Irvin & Co (note a)	300	13,433
The Navegante Group (note b)	-	38,700
Dalveen Limited (note c)	-	1,050
Devonshire Corporate Services Limited (note d)	5,079	9,383
Bayside Development Corporation Limited (note e)	-	40,842
C. J. Burger (note f)	17,500	-
A. Hines (note g)	8,000	-
	________________	________________
	30,879	103,408
	________________	________________

 

 

 

8.    Related party transactions (continued)

9.    Share based payments

The company issues equity-settled share-based payments to certain employees and advisers. The share based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the share-based payments is expensed on a straight line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market-based conditions.

Fair value is measured by use of the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the affects of non-transferability, exercise restriction and behavioural conditions.

 

The expense recognised for share-based transactions during the period is:-

	November 2008	November 2007
	£	£
Expense arising from share-based payment transactions	703,672	305,101

During the period ended 30 November 2008, the company granted 900,000 share options to M. R. Treanor, a director of the company, and 140,000 share options to C. J. Burger, a key employee of the company. At 30 November 2008 the company had twenty five share-based payment arrangements in place.

 

ENDIR UNVBRKRRURAR