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Promethean plc

Results for the 12 months ended 30 June 2009

4 September 2009

Promethean plc (the 'Company' or the 'Group') today announces its results for the twelve months ended 30 June 2009.

Highlights:

Financial highlights: 

• Pro-forma net assets as at 30 June 2009 were £42.1m (93 pence per share).

• Pro-forma NAV per share increased by 6.3% or 5.5 pence per share when compared to an adjusted prior year pro-forma NAV per share of 87.7 pence per share (after adjusting for £25.0m returned to shareholders). 

• Overall, the increase in pro-forma NAV per share of 6.3% compares to a decrease in the FTSE All-Share Index of 23.9% over the same period.

• During the 12 month period Promethean plc returned £25.0m to shareholders, via tender offer £3.4m, capital return £13.5m and special dividend £8.1m.

• To date a total of 55 pence per share has been returned to continuing shareholders (including carried interest distributions paid to eligible shareholders). 

• Post balance sheet event: the closing bid price of IFG plc on 28 August 2009 was 1.43 Euros per share, resulting in an uplift of £2.8m on the valuation as at 30 June 2009. This valuation would have increased NAV per share as at 30 June 2009 by 6.1 pence per share to 99 pence per share.  

Investing policy:

Pursuant to the changes to the AIM Rules introduced on 1 June 2009, the Company's investing policy is re-stated in note 4 below. Subject to shareholder approval of the proposed resolutions at the next AGM, the Company will implement a divestment strategy with the intention of realising all of the investments held by the Company and its subsidiaries on or before 31 December 2013. The resolutions give the Board the power to return the proceeds in the most tax efficient manner.  

For further information, please contact:

Promethean Investments LLP

Sir Peter Burt                                 020 7479 7660 pburt@prometheaninvestments.com

Michael Biddulph                            020 7479 7664 mbiddulph@prometheaninvestments.com

Fairfax I.S. PLC

James King / Gillian McCarthy       020 7598 5368

Copies of the press release and other corporate information can be found at:

http://www.prometheanplc.com

  CHAIRMAN'S STATEMENT

Introduction 

In the Interim Report, I said that all storms pass eventually and perhaps we now are seeing signs that the economy may be reviving somewhat. The UK stock market certainly is forecasting better times ahead and we all would like to believe that the market is right. But even if the economic storm clouds are starting to lift, times remain very difficult across the board. But with a lot of hard work, our portfolio companies are making progress from their low point earlier this year and InterMediactive and Cambria continue to make good progress. More information about the individual companies' performance is given in the following Investment Manager's Review.

As you know, following the EGM in April 2009, the Company returned £25.0m to shareholders in a mixture of tender offer, capital return and special dividend. Following the EGM, the Company has had meetings with a number of the major shareholders. As a result of these meetings, a resolution is being proposed at this year's AGM to approve the Company changing its investment policy to one of realising the Company's investment portfolio and returning all proceeds to shareholders by way of a return of capital rather than the current policy of returning only capital gains to shareholders. The Board and the Manager have also agreed to a reduction in the management fee should shareholders choose to vote in favour of realising the Company's investments. The Manager and the Board will seek to realise investments as quickly as appropriate, recognising that the objective is to maximise proceeds for shareholders and avoid any firesale of assets. The AGM proposals also include bringing forward the Company's continuation vote to be held on the earlier of when the portfolio has been realised or 2013.  

If any shareholder has any questions about the Company or about the proposed change in investment policy, I would be delighted either to answer the question(s) myself or ask the relevant person to answer the question.

Sir Peter Burt

4 September 2009

  INVESTMENT MANAGER'S REVIEW

The Investment Manager

Promethean Investments Fund LP ('Promethean') is managed by Promethean Investments LLP (the 'Manager'). Promethean is a limited partnership that holds the Group's investments and of which the Company is a Member along with its senior executives.

Overview

At 30 June 2009 the Company had pro-forma net assets of £42.1m equivalent to 93 pence per share (30 June 2008: £68.8m equivalent to 138 pence per share). Pro-forma NAV per share increased by 6.3% or 5.5 pence per share when compared to an adjusted prior year pro-forma NAV per share of 87.7 pence per share (after adjusting for £25.0m returned to shareholders).  Overall, this compares to a decrease in the FTSE-All share Index of 23.9% over the same period.  

The shareholders voted at the 2007 AGM in favour of returning all future capital gains on investments to shareholders. Following shareholder approval at the EGM held on 1 April 2009 the Company successfully returned £25.0m of cash to shareholders. The Company also re-registered under the Isle of Man 2006 Companies Act. In total up to 55 pence per share has been returned to continuing shareholders (including carried interest distributions paid to eligible shareholders) and those continuing shareholders have a pro-forma NAV per share of 93 pence per share as at 30 June 2009. Together, the current pro-forma NAV and the cash returned amounts to 148 pence per share compared to the original placing price of 100 pence per share in 2005. Relative to the average performance achieved by similar UK funds raised and invested during 2006 to 2008, the Manager believes this to be a very good performance.

During the twelve months to 30 June 2009 one new investment was made. This was a small follow-on investment of £400,000 in Enterprise Group and was required given Enterprise's poor trading performance because of the near total collapse of UK mortgage volumes in the second half of 2008 and the consequent impact on Enterprise's revenue. The Manager continues to work closely with Enterprise in order to help improve its performance. 

The majority of our private investments performed relatively well during the period despite the extremely challenging economic conditions. However the share price performance of our listed investments remained volatile although their valuations improved during the second half of the year.

During September 2008, the Company also announced the successful restructuring of Promethean India plc (renamed as Elephant Capital plc). Following the restructuring, Elephant Capital now operates as an independent entity with its own operational infrastructure. Promethean plc no longer has any economic interest in Elephant Capital plc.

The Manager remains confident that there is good value in the Company's investment portfolio but the effects of the economic down-turn on the portfolio cannot be avoided in the short to medium-term. The Manager continues to work with and support the management teams of our portfolio companies and is focussed on creating and realising value in these investments over the next three years in order to deliver superior returns to shareholders. 

Portfolio

As at 30 June 2009, the portfolio was as follows:

Company	Sector	Cost* £'000	Valuation** £'000	Gain/(Loss) £'000
Atlas Acquisition Holdings Corp.	Investment company	894	-	(894)
Cambria Automobiles	Automotive retailing	10,633	11,881	1,248
Enterprise Group	Financial services	8,900	422	(8,478)
IFG plc	Financial services	6,316	2,851	(3,465)
InterMediactive Group	Telecoms services	1,750	9,818	8,068
Media Square plc	Marketing services	6,098	512	(5,586)
TIS Group	Financial services	10,006	12,136	2,130
Total		44,597	37,620	(6,977)

Notes: 

* The cost of InterMediactive has been reduced reflecting the repayment of £6.7m of loan notes in December 2008. The total original cost as at May 2007 for this investment was £8.5m.

** The valuations are in accordance with IFRS / IPEVCA guidelines. Valuation of listed investments is based on the closing bid price as at 30 June 2009. The valuation of private companies also includes accrued interest on loan notes which is disclosed separately on the balance sheet and explains the difference in totals to the pro forma balance sheet.

  Portfolio Review

Atlas Acquisition Holdings Corp.

Promethean plc invested £0.9m as a founder shareholder in Atlas Acquisition Holdings Corp. (a SPAC or 'Special Purpose Acquisition Company' listed on the American Stock Exchange). Atlas was established to effect a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, or other similar business combination with an operating business which is not limited to any particular industry or geography. The CEO and Chairman of Atlas is Jim Hauslein, who built up Sunglass Hut, the US based retailer.

Promethean plc subscribed for 575,000 ordinary shares at US$0.004 a share and 1,750,000 warrants at US$1 per warrant in Atlas Acquisition Holdings Corp, when it completed its public offering on 30 January 2008.

Atlas had 24 months from the initial fundraising date to complete a successful deal. Should it not do so, the founder shares and warrants will have no value. To date Atlas has not managed to complete an acquisition due to the significant reduction in M&A activity caused by the onset of the credit crunch and wider economic problems.  A 100% provision against the cost of this investment has been taken as there can be no certainty that a transaction will be completed in or before January 2010 when the 24 month period expires.

Cambria Automobiles

Cambria Automobiles was formed to purchase underperforming car dealerships with a strategy of improving their operational performance and creating a significant motor dealership group. Promethean initially invested in Cambria in July 2006 and further investments have been made including the most recent which increased the total number of franchises to 28 and increased the Group's turnover to over £250m.  

As reported in the interim results, the UK car market is experiencing one of its worst periods ever. Sales volumes both in terms of new and used cars are sharply down year-on-year across the market as the recession is impacting consumer spending and the problems are compounded by a significant reduction in the availability of car finance. The new government scrappage scheme has led to a recent upturn in new car sales activity across the industry but it is not certain what the longer term impact of this scheme will be. Despite these conditions, Cambria's management team have performed well and the company continues to outperform its peers. The Manager expects Cambria to achieve its budget for the current year and the company is operating well within its current banking facilities. 

Enterprise Group

When the initial investment of £8.5m in Enterprise was made in May 2007, it was a very successful and rapidly growing B2B mortgages and loans distribution group. However, with the catastrophic collapse in the broker mortgage market following the credit crunch, Enterprise has had to re-invent itself as a technology service provider. Enterprise has developed and implemented a new technology platform which is attracting attention from a number of major financial institutions and revenue is showing signs of starting to recover although they remain very low. A full provision remains against the cost of the original investment of £8.5m and a further investment of £500,000 was approved in December 2008 of which £400,000 has been drawn to date.

IFG plc

IFG plc is a listed financial services company that the Manager identified as being undervalued and which offers significant value potential. IFG operates corporate and trustee services; SIPP trustee and administration services and IFA and property intermediary services. The Company has acquired a minority shareholding in the business. Unfortunately, this investment has been adversely affected by the fall in IFG's share price. However, although the share price remains below our entry price, it has regained some of the loss and the business continues to produce a solid performance. This investment is valued at the closing bid price at 30 June 2009 of 0.75 Euros per share. On 28 August 2009 the closing bid price was 1.43 Euros per share.

InterMediactive Group

InterMediactive Group ('IMA') is a telecoms services business. IMA has developed a number of successful products across voice (fixed line and mobile), interactive TV, 3G and online platforms and provides network services. Promethean invested £8.5m in May 2007 and acquired a 75% shareholding in IMA. Promethean's original investment comprised £7.7m of 12% unsecured loan notes and £800,000 of ordinary equity.

During the period IMA's significant cashflow enabled the business to be refinanced and to repay £7.4m of Promethean's loan note capital and accrued interest. This reflects 87% of the original cost of the investment. IMA continues to perform well and is again performing ahead of budget in its current financial year. 

The Manager is continuing to explore exit options for this business. However, there remains a degree of uncertainty over whether or not any realisation of this investment will occur in the short term.

Media Square

Media Square plc ('MSQ') is a listed marketing services and communications group. As reported in the Company's 2008 annual and interim reports, Media Square is part way through a three year turn around programme under the management team led by Roger Parry. The trading environment continues to be challenging but MSQ continues to make slow progress towards achieving its turnaround ambitions. This investment is valued at the closing bid price at 30 June 2009 of 14.5  pence per share. On 28 August 2009 the closing bid price was 14.5 pence per share.

TIS Group

TIS Group ('TIS') is the UK's leading market maker and provider of services to the assigned with-profit endowment policies market, supplying Traded Endowment Policies ('TEPs') and ongoing policy valuation and management services to major institutional TEP funds, with approximately £700m of funds under management.

In June 2007, the Company invested £10.0m in the business and currently has a 57% equity stake. The Company's investment comprised £9.95m of 16% unsecured loan notes and the balance in ordinary equity. Additional funding of £52.5m was provided by HBOS and by the vendors who retained a vendor loan note and part equity ownership in TIS. HBOS plc has an option to acquire 2% of TIS' equity from Promethean on exit. 

As highlighted in the December 2008 interim results, TIS' performance during the period was at a lower level than in its previous financial year to 30 June 2008. This was due to an increase in fund redemptions and a corresponding drop in trading commissions. TIS continues to generate significant profits and cashflow which has enabled TIS to repay early a further £4m of acquisition finance debt during the period. Since the investment by the Company, TIS has repaid circa £18m or 42% of the original acquisition finance debt. Due to the early repayments, TIS has a lower level of debt repayments until 2013. TIS continues to operate within its banking facilities and the Manager is working closely with its management team to improve the company's performance.

  Outlook

The Manager remains confident that there is good value in the Company's investment portfolio but the effects of the economic down-turn on the portfolio cannot be avoided in the short to medium-term. The Manager continues to work with and support the management teams of our portfolio companies and is focused on creating and realising value in these investments over the next three years in order to deliver superior returns to shareholders. 

Pro-forma Consolidated Balance Sheet  

The pro-forma consolidated balance sheet for the Company has been drawn up on the basis that all investments (whether the Company could be considered to exercise control or otherwise) are accounted for as non-controlled investments and, therefore, no financial statements of any investee companies are consolidated into this pro-forma balance sheet of the Company - all investments are shown as 'Investments'. The Manager believes this provides the most relevant comparison with other private and public equity investment companies. 

As at 30 June 2009, the difference between the net assets of this pro-forma balance sheet and the net assets of the consolidated balance sheet shown in the audited financial statement is £(2.3)m (2008: £(0.6)m). 

Principles of valuation of unlisted investments  

Investments are stated at amounts considered by the directors to be a reasonable assessment of their fair value, where fair value is the amount at which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. 

All investments are valued according to one of the following bases: 

• Cost (less any provision required) 

• Earnings' multiple 

• Sale price 

• Price of recent transaction or

• Net assets  

Investments are only valued at cost for a limited period after the date of acquisition, otherwise investments are valued on one of the other bases described above, and generally the earnings' multiple basis of valuation will be used unless this is inappropriate, as in the case of certain asset-based businesses.

When valuing on an earnings' multiple basis, profits before interest and tax of the current year will normally be used, depending on whether or not more than six months of the accounting period remain and the predictability of future profits. Such profits will be adjusted to a maintainable basis, taxed at the full corporation tax rate and multiplied by an appropriate and reasonable price/earnings multiple. This is normally related to comparable quoted companies, with adjustments made for points of difference between the comparator and the company being valued, in particular for risks, earnings' growth prospects and surplus assets or excess liabilities. 

Where a company has incurred losses, or if comparable quoted companies are not primarily valued on an earnings' basis, then the valuation may be calculated with regard to the underlying net assets and any other relevant information, such as the pricing for subsequent recent investments by a third party in a new financing round that is actively being sought, then any offers from potential purchasers would be relevant in assessing the valuation of an investment and are taken into account in arriving at the valuation. 

Where appropriate, a marketability discount may be applied to the investment valuation, based on the likely timing of an exit, the influence over that exit, the risk of achieving conditions precedent to that exit and general market conditions. 

When investments have obtained an exit (either by listing or trade sale) after the valuation date but before finalisation of Promethean's relevant accounts, (interim or final), the valuation is based on the exit valuation subject to an appropriate discount to take account of the time period between valuation and exit dates. 

In arriving at the value of an investment, the percentage ownership is calculated after taking into account any dilution through outstanding warrants, options held by third parties or other investors and performance related mechanisms. 

Principles of valuation of listed investments  

Investments are valued at bid-market price or the conventions of the market on which they are quoted, subject if appropriate, to marketability discounts where formal restrictions on trading exist. 

Events after the Balance Sheet Date

As at 28 August 2009 the closing bid price for Media Square plc was 14.5 pence per share, resulting in no movement in the valuation of the Company's investment as at the balance sheet date.                 

As at 28 August 2009 the closing bid price for IFG plc was 1.43 Euros per share and if applied to the valuation of the Company's investment as at the balance sheet date, would result in an increase in the value of the investment of £2.8m or 6.1 pence per share on a pro-forma NAV basis.     

The impact of the post balance sheet movement in the share price of IFG plc on the Company's NAV would result in an unaudited NAV per share as at 28 August 2009 of 99 pence per share. This represents an increase of 6.5% versus the pro-forma NAV per share of 93 pence as stated in the audited pro forma balance sheet as at 30 June 2009.

                

Promethean Investments LLP

4 September 2009

  

Promethean plc
Group Income Statement  for the year ended 30 June 2009
		Year ended	Year ended
		30 June 2009	30 June 2008
		£'000	£'000
Investing Operations
Investment and other income		3,027	4,894
Realised and unrealised (loss)/gain on financial investments		(8,742)	18,616
		(5,715)	23,510
Management and other expenses		(1,888)	(2,877)
(Loss)/Profit from investing activities		(7,603)	20,633
Trading Operations
Continuing operations
Revenue from sale of goods and services		22,343	20,460
Operating costs		(15,822)	(15,260)
Profit from trading operations		6,521	5,200
(Loss)/Profit before finance costs and taxation		(1,082)	25,833
Finance income		484	187
Finance costs		(973)	(407)
(Loss)/Profit before tax from trading operations		(1,571)	25,613
Income tax expense		(1,538)	(1,009)
Group (Loss)/Profit from continuing operations		(3,109)	24,604
Discontinued operations
Loss for the period from discontinued operations		-	(83)
Group (Loss)/Profit		(3,109)	24,521
Attributable to:
Equity holders of the parent		(3,972)	17,832
Minority interest		863	6,689
		(3,109)	24,521
(Loss)/Earnings per share - (basic and diluted)
- Continuing		(8.14p)	35.83p
- Discontinued		-	(0.17p)
- Total		(8.14p)	35.66p

  

Promethean plc
Group & Pro-forma Balance Sheets as at 30 June 2009
					Pro-forma	Pro-forma
					Balance Sheet	Balance Sheet
		Group	Group		(see Notes)	(see Notes)
		June 2009	June 2008		June 2009	June 2008
		£'000	£'000		£'000	£'000
Non-current assets
Property, plant and equipment		833	599		59	103
Other intangible assets		10,698	11,975		-	-
Goodwill		4,474	4,304		-	-
Investments held at fair value through profit or loss		26,529	33,814		36,278	45,357
		42,534	50,692		36,337	45,460
Current assets
Trade and other receivables		5,806	5,526		1,565	1,832
Cash and cash equivalents		5,425	26,343		4,777	22,786
		11,231	31,869		6,342	24,618
Total assets		53,765	82,561		42,679	70,078
Current liabilities
Trade and other payables		3,344	4,237		566	1,242
Current portion of long-term borrowings		2,696	1,941		-	-
Taxation liabilities		874	473		-	-
		6,914	6,651		566	1,242
Non-current liabilities
Long-term borrowings		4,000	4,220		-	-
Deferred tax		3,029	3,429		-	-
		7,029	7,649		-	-
Net Assets		39,822	68,261		42,113	68,836
Equity
Share capital		452	500		452	500
Share premium		26,017	47,954		26,017	47,954
Unrealised investment revaluation reserve		(19,111)	(10,369)		(6,460)	(7,540)
Retained earnings		30,814	29,390		22,104	27,922
Equity attributable to equity holders of the parent		38,172	67,475		42,113	68,836
Minority interest		1,650	786		-	-
Total		39,822	68,261		42,113	68,836
Net asset per share		£0.88	£1.35		£0.93	£1.38

  

Promethean plc
Group Statement of changes in equity  for the year ended 30 June 2009
Group
	Share Capital	Share Premium	Unrealised investment revaluation reserve	Retained earnings distributable	Minority interest	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Balance as at 30 June 2008	500	47,954	(10,369)	29,390	786	68,261
Unrealised gains reserve transfer	-	-	(8,742)	8,742	-	-
Profit and total income and expense for the year	-	-	-	(3,972)	-	(3,972)
Tender offer	(48)	-	-	(3,346)	-	(3,394)
Dividend	-	(8,106)	-	-	-	(8,106)
Capital return	-	(13,500)	-	-		(13,500)
Expenses relating to the return of capital to the shareholders		(331)	-	-	-	(331)
Minority interest	-	-	-	-	864	864
Balance as at 30 June 2009	452	26,017	(19,111)	30,814	1,650	39,822

	Share Capital	Share Premium	Unrealised investment revaluation reserve	Retained earnings distributable	Minority interest	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Balance as at 30 June 2007	500	47,954	(2,251)	3,334	188	49,725
Unrealised gains reserve transfer	-	-	(8,118)	8,118	-	-
Realised gains reserve transfer	-	-	-	106	(106)	-
Profit and total income and expense for the year	-	-	-	17,832	6,689	24,521
Distribution to minority interest	-	-	-	-	(6,035)	(6,035)
Cash introduced by minority	-	-	-	-	50	50
Balance as at 30 June 2008	500	47,954	(10,369)	29,390	786	68,261

  

Promethean plc
Group Cash Flow Statement  for the year ended 30 June 2009

	Group	Company	Group	Company
	2009	2009	2008	2008
	£'000	£'000	£'000	£'000
Cash inflow from operating activities
Net (loss) / profit for the year	(1,571)	(1,392)	25,530	(382)
Adjustments for :
Depreciation	277	-	305	-
Amortisation of intangibles	1,433	-	2,078	-
Profit on disposal of subsidiaries	-	-	(21,461)	-
Profit on disposal of investments	-	-	1,850	-
Distribution paid to minority interests	-	-	(6,035)	-
Finance income	484	-	(189)	-
Finance cost	(973)	-	1,283	-
Unrealised investment losses	8,742	10,569	8,118	27,170
(Increase) / decrease in trade and other receivables	(2,348)	(14)	(3,018)	4
(Decrease) / increase in payables	(892)	11	(801)	18
(Decrease)/increase in deferred tax	(400)	-	3,726	-
Tax paid	(1,137)	-	(2,141)	(4)
	3,615	9,174	9,245	26,806
Cash flow from investing activities
Disposal of subsidiaries	-	-	33,270	-
Purchase of investments	(400)	-	(16,313)	(894)
Proceeds from sale of investments	-	-	150	-
Proceeds from returns on investments	841	-	-	-
Purchase of intangibles	(156)	-	(227)	-
Purchase of property, plant & equipment	(511)	-	(348)	-
Finance income	(484)	-	189	-
Net cash used in investing activities	(710)	-	16,721	(894)
Capital return	(13,589)	(13,589)	-	-
Tender offer	(3,636)	(3,636)	-	-
Dividend	(8,106)	(8,106)	-	-
Proceeds from bank loans	6,696	-	-	-
Repayment of bank loans	-	-	(10,808)	(10,000)
Repayment of other loans	(6,119)	-	(2,119)	-
Finance lease principal payments	(42)	-	(125)	-
Finance cost	973	-	(1,283)	-
Cash introduced by minority interest	-	-	50	-
Net cash used in financing activities	(23,823)	(25,331)	(14,285)	(10,000)
Net (decrease)/increase in cash	(20,918)	(16,157)	11,681	15,912
Cash and cash equivalents at beginning of year	26,343	16,333	14,662	421
Cash and cash equivalents at end of year	5,425	176	26,343	16,333

  NOTES TO THE ACCOUNTS

Note 1 - General Information

The financial information contained in this preliminary statement does not constitute statutory financial statements as defined in section 80 of the Isle of Man Companies Act 2006.  The figures set out above represent an extract of the Annual Report which has been prepared in accordance with International Financial Reporting Standards.  The statutory accounts for the financial year ended 30 June 2009 received an audit report which was unqualified, and which did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report. The full annual report and financial statements for the year ended 30 June 2009 will be filed with the Registrar of Companies in the Isle of Man.

The Annual General Meeting of the Company will be held at the offices of The Company Secretary, Promethean plc, 3rd Floor, Exchange House, 54-62

Athol Street, Douglas, Isle of Man IM1 1JD, on 30 September 2009 at 10:00 a.m.

Copies of the annual report will be sent to Shareholders shortly and will be available from: The Company Secretary, Promethean plc, 3rd Floor,

Exchange House, 54-62 Athol Street, Douglas, Isle of Man IM1 1JD and Promethean Investments LLP, 5-6 Argyll Street, London W1F 7TE.

Note 2 - Pro-forma Balance Sheet

The table below is a reconciliation as at 30 June 2009 of the pro-forma balance sheet to the Group balance sheet. The centre column removes the consolidated investee companies and the associated consolidation adjustments.
The pro-forma balance sheet has been presented as the directors believe that as an investment company the pro-forma balance sheet provides information that is relevant for comparison to other investment companies that are not required to consolidate investee companies and it is used by the directors for monitoring the performance of Promethean plc.
Investee companies are required to be consolidated where the Group is deemed to have a controlling stake.
	Group	Removal of consolidated investee companies	Pro-forma balance sheet	Group	Removal of consolidated investee companies	Pro-forma balance sheet
	2009	2009	2009	2008	2008	2008
	£'000	£'000	£'000	£'000	£'000	£'000
Non-current assets
Property, plant and equipment	833	(774)	59	599	(496)	103
Other intangible assets	10,698	(10,698)	-	11,975	(11,975)	-
Goodwill	4,474	(4,474)	-	4,304	(4,304)	-
Investments held at fair value through profit or loss	26,529	9,749	36,278	33,814	11,543	45,357
	42,534	(6,197)	36,337	50,692	(5,232)	45,460
Current assets
Trade and other receivables	5,806	(4,241)	1,565	5,526	(3,694)	1,832
Cash and cash equivalents	5,425	(648)	4,777	26,343	(3,557)	22,786
	11,231	(4,889)	6,342	31,869	(7,251)	24,618
Total assets	53,765	(11,086)	42,679	82,561	(12,483)	70,078
Current liabilities
Trade and other payables	3,344	(2,778)	566	4,237	(2,995)	1,242
Current portion of long-term borrowings	2,696	(2,696)	-	1,941	(1,941)	-
Taxation liabilities	874	(874)	-	473	(473)	-
	6,914	(6,348)	566	6,651	(5,409)	1,242
Non-current liabilities
Long-term borrowings	4,000	(4,000)	-	4,220	(4,220)	-
Deferred tax	3,029	(3,029)	-	3,429	(3,429)	-
	7,029	(7,029)	-	7,649	(7,649)	-
Net Assets	39,822	2,291	42,113	68,261	575	68,836
Equity
Share capital	452	-	452	500	-	500
Share premium	26,017	-	26,017	47,954	-	47,954
Unrealised investment revaluation reserve	(19,111)	12,651	(6,460)	(10,369)	2,829	(7,540)
Retained earnings	30,814	(8,710)	22,104	29,390	(1,468)	27,922
Equity attributable to equity holders of the parent	38,172	3,941	42,113	67,475	1,361	68,836
Minority interest	1,650	(1,650)	-	786	(786)	-
Total	39,822	2,291	42,113	68,261	575	68,836
Net asset per share
	£0.88	-	£0.93	£1.35	-	£1.38

  

Note 3 - Events after the balance sheet date

As at 28 August 2009 the closing bid price for Media Square plc was 14.5 pence per share, resulting in no movement in the valuation of the Company's investment as at the balance sheet date.

As at 28 August 2009 the closing bid price for IFG plc was 1.43 Euros per share and if applied to the valuation of the Company's investment as at the balance sheet date, would result in a increase in the value of the investment of £2.8m or 6.1 pence per share on a pro-forma NAV basis.  The impact of the post balance sheet movement in the share price of IFG plc on the Company's NAV would result in an unaudited NAV per share as at 28 August 2009 of 99 pence per share. This represents an increase of 6.5% versus the pro-forma NAV per share of 93 pence as stated in the audited pro forma balance sheet as at 30 June 2009.  Note 4 - Proposed Investment policy amendment Existing Investing Policy

The Company invests in small and mid cap businesses in the UK ('Investee Companies') where it believes value can be realised by actively taking management or voting control of the Investee Companies and by implementing operational and/or financial restructuring. Investments in Investee Companies are made through Promethean Investments Fund LP (the 'Fund'). The Fund typically invests a minimum of £5m and a maximum of £25m in each Investee Company. Both the Company and the Fund have the ability to borrow for investment purposes. The Company's net income (if any) is expected to be distributed to shareholders semi-annually (subject to the Company having sufficient distributable profits available) and any realised capital gains will be distributed to shareholders (by way of dividend or return of capital) as soon as practicable after receipt.

However, subject to shareholder approval of the proposed resolutions at the next AGM, the Company intends to implement a divestment strategy with the intention of realising all of the investments held by the Company and its subsidiaries on or before 31 December 2013. The resolutions give the Board the power to return the proceeds in the most tax efficient manner.

ENDFR MGGGLGDGGLZM