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(INFS.L) Infoserve Group PLC Buy/Sell
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| Date/Time | Headline | Source |
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| 26-02-10 | RNS |
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RNS Number : 7408H Infoserve Group PLC 26 February 2010 Infoserve Group plc (the "Company") Total Voting Rights For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, the total number of ordinary shares of 5p each in the capital of the Company in issue as at the date of this notice is 59,073,441 with each share carrying the right to one vote. There are no shares held in treasury. Therefore, the total number of voting rights in the Company is 59,073,441. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules. For more information please contact:
Jonathan Simpson, Infoserve Group plc Tel: 0113 238 6200
This information is provided by RNS The company news service from the London Stock Exchange END
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| 18-02-10 | RNS |
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RNS Number : 3351H Infoserve Group PLC 18 February 2010 Infoserve Group Plc Result of General Meeting On 29 January 2010, Infoserve Group Plc ("Infoserve" or the "Company") announced that it had entered into conditional agreements with David Hood, the Company's senior non-executive director and major shareholder, relating to the conversion of £2m of existing loans from David Hood into 40,000,000 ordinary shares of 5p each in the Company ("Ordinary Shares") and the provision by David Hood of a further loan facility of up to £800,000 (the "Proposals"). At the general meeting of the Company which took place earlier today, the resolution to approve the waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise arise for David Hood to make an offer to acquire all of the Ordinary Shares not already owned by him was duly passed. The Proposals remain conditional upon admission of the new Ordinary Shares to trading on AIM ("Admission") which is expected to take place on 19 February 2010. As a result of the passing of the resolution, and subject to Admission, David Hood has become entitled to an additional 40,000,000 Ordinary Shares and, subject to Admission, is now interested in 48,937,707 Ordinary Shares, representing 82.84% of the Company's enlarged issued share capital.
For further information, please contact:
Infoserve Group Plc
steve.barnes@infoserve.com
jonathan.simpson@infoserve.com
Nominated Adviser
WH Ireland Limited
This information is provided by RNS The company news service from the London Stock Exchange END
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| 29-01-10 | RNS |
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RNS Number : 3346G Infoserve Group PLC 29 January 2010 Infoserve Group Plc Proposed conversion of debt into equity, new loan facilities and approval of Rule 9 waiver Notice of General Meeting Infoserve Group Plc ("Infoserve" or the "Company") is pleased to announce that it has entered into conditional agreements with David Hood, the Company's senior non-executive director and major shareholder, relating to the conversion of £2m of existing loans from David Hood into new Ordinary Shares and the provision by David Hood of a further loan facility of up to £800,000. The issue of the new Ordinary Shares to David Hood would increase his shareholding in the Company from 46.86% to 82.84%. The Panel has agreed to grant a waiver of the obligation that would otherwise arise for David Hood to make an offer to acquire all of the Ordinary Shares not already owned by him, subject to the approval of Independent Shareholders. The Proposals are conditional upon the passing of a resolution to be proposed at a General Meeting to be held on 18 February 2010 and on the admission of the Debt Conversion Shares to trading on AIM. It is expected that such admission will become effective and dealings will commence in the Debt Conversion Shares on 19 February 2010. A circular containing further details on the Proposals is expected to be posted to shareholders today and will be available on the Company's website at www.infoservegroup.com. Steve Barnes, CEO of Infoserve, commented: "Once again, David Hood has shown his commitment to Infoserve and his new support for us gives us the opportunity to develop in key growth areas for the future. A recent comScore report showed that the UK online search market grew by 35% in 2009, and so local search, which accounts for 60% of all online search activity, will continue to offer increasing opportunities for both business advertisers and companies like ours that enable those advertisers to be found when consumers are searching." For further information, please contact:
Infoserve Group Plc
Steve Barnes, Chief Executive
jonathan.simpson@infoserve.com
Nominated Adviser
WH Ireland Limited
Robin Gwyn
The Company announces that it has entered into conditional agreements with David Hood, the Company's senior non-executive director and major shareholder, relating to the Debt Conversion and the provision by David Hood of a further loan facility of up to £800,000 to the Group. The issue of the Debt Conversion Shares will result in David Hood increasing his shareholding in the Company from 46.86 per cent. to 82.84 per cent. of the enlarged issued share capital which, as Infoserve is a company which is subject to the Code, would ordinarily result in David Hood having to make an offer pursuant to Rule 9 of the Code to acquire all of the Ordinary Shares not already owned by him. However, as described in further detail below, the Panel has granted a waiver of this obligation, subject to the approval of Independent Shareholders. Information on the Company Infoserve is an e-marketing company specialising in local search. The Company helps businesses, particularly small and medium-sized enterprises, to increase their profile through on-line marketing. It does this through its own network of over 100 single industry vertical directories and its City Visitor on-line directory and by selling local advertising on Yahoo!Local and on Google. Background to and reasons for the Proposals On the admission of its Ordinary Shares to trading on AIM in June 2006, the Company raised approximately £1.6 million (after expenses) by way of a placing of Ordinary Shares. In June 2007, Infoserve raised a further £1.88 million (after expenses) by way of a placing to finance the recruitment and training of additional sales staff to manage a new contract with Yahoo! Notwithstanding this additional funding, and despite an improvement in trading results following a strategic cost review in October 2007 which resulted in a substantial amount of overhead expenditure being taken out of the business, the Group has continued to experience significant annual cash outflows, principally attributable to trading losses and the cost of expanding the sales team and developing new products. The Group has introduced a number of measures to preserve cash, including pay cuts, restrictions on capital expenditure and the further reduction of overheads, as well as agreeing deferred payment schedules with certain creditors. In the announcement of the Company's results for the year ended 31 March 2009, released on 13 July 2009, the Board commented that, despite an improved trading performance, the Group remained under-capitalised and was unlikely to be able to continue to grow at its current rate without additional funding. The Board also announced that it was considering a number of potential financial options, including the possibility of raising new capital from existing shareholders, and had also commenced discussions with David Hood about the raising of further funds. It was further stated that any additional funding would potentially involve the conversion of existing debt into equity. The Group has since announced that it had been unable to raise further funds from existing shareholders (other than David Hood) and that it was accordingly continuing its discussions with David Hood. The Proposals represent the terms on which David Hood is prepared to provide further funding to the Group. In the opinion of the Independent Directors, these Proposals represent the only source of finance available to the Company on acceptable terms. Should Shareholders not approve the Resolution to be proposed at the General Meeting, the Independent Directors believe that the additional funding measures which David Hood has agreed to make available to the Group may not be made available and that, as a result, the Company would not have sufficient working capital for its present requirements and may be unable to continue to trade as a going concern. In this event, the Directors may have to consider placing the Company into administration. Details of the Debt Conversion and the New David Hood Loan On 28 January 2010 David Hood entered into an agreement with the Company and the Subsidiary pursuant to which, conditionally upon the passing of the Resolution and the admission of the Debt Conversion Shares to trading on AIM, the Subsidiary has agreed to repay £2 million of the Existing David Hood Loans and David Hood has directed the Company to apply the amount so repaid in the subscription of the Debt Conversion Shares at a subscription price of 5p per Ordinary Share. Immediately following the Debt Conversion, and assuming that the date of completion of the Debt Conversion is 19 February 2010, the amount outstanding under the Existing David Hood Loans would be £1,548,553, including all accrued interest. If the Debt Conversion takes place, the Company will issue 40,000,000 new Ordinary Shares to David Hood. Immediately following completion of the Debt Conversion and the issue of the Debt Conversion Shares, the aggregate number of Ordinary Shares in issue (being the Debt Conversion Shares and the Existing Ordinary Shares) would be 59,073,441 Ordinary Shares (ignoring for this purpose the Share Options which have been granted but have not been exercised as at the date of this document). On this basis, David Hood would hold 82.84 per cent. of the Ordinary Share Capital of the Company in issue immediately following the issue of the Debt Conversion Shares. Under the terms of the Debt Conversion Agreement, David Hood has agreed not to transfer, sell, charge or otherwise dispose of the Debt Conversion Shares for a period of 12 months from the date of the agreement without the Company's prior written consent. The restriction on David Hood is subject to certain exceptions, for example, the acceptance of an offer for the Company made by any person other than David Hood or a person acting in concert with David Hood. On 28 January 2010 David Hood also entered into the New Loan Agreement relating to the provision of the New David Hood Loan, being an initial facility of £550,000, together with a further facility of £250,000 which is to be made available in the event that the Company's existing overdraft facility of £250,000 is withdrawn. The New Loan Agreement and the availability of the New David Hood Loan are conditional upon the Debt Conversion Agreement becoming unconditional and completion of the Debt Conversion taking place. The New David Hood Loan is repayable in equal monthly instalments of £12,500 commencing on 31 January 2012. Interest shall accrue at a rate of 10 per cent. per annum. David Hood has indicated that he would wish that the Company provide some form of security in respect of the New David Hood Loan. The Company intends to discuss any such proposal with David Hood following completion of the Debt Conversion taking place. David Hood has also agreed to the deferral and waiver of certain sums owing to him or companies connected with him, further details of which are set out in the Circular. Application will be made for the Debt Conversion Shares to be admitted to trading on AIM. It is expected that such admission will take place and dealings will commence on 19 February 2010. Related Party Transactions In view of the size of his shareholding, David Hood is deemed to be a substantial shareholder and, accordingly, the Debt Conversion and the New David Hood Loan are deemed to be related party transactions for the purposes of the AIM Rules. The Independent Directors consider, having consulted with WH Ireland, the Company's nominated adviser, that the terms of the Debt Conversion and the New David Hood Loan are fair and reasonable insofar as the Independent Shareholders are concerned. Relationship Agreement David Hood has entered into a relationship agreement with the Company and WH Ireland (conditional upon the Debt Conversion taking place), further details of which are set out in the Circular. The City Code on Takeovers & Mergers The issue by the Company of the Debt Conversion Shares gives rise to certain considerations under the Code. Brief details of the Panel, the Code and the protections they afford to Shareholders are described below. The Code is issued and administered by the Panel. The Code applies to all takeover and merger transactions, however effected, where the offeror company is, inter alia, a listed or unlisted public company with its place of central management in the United Kingdom. The Company is such a company and Shareholders are entitled to the protections afforded by the Code. Under Rule 9 of the Code, any person who acquires an interest (as defined in the Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person, or any person acting in concert with him which increases the percentage of shares carrying voting rights in which he is interested. An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer. Upon the issue of the Debt Conversion Shares, David Hood will be interested in 48,937,707 Ordinary Shares representing approximately 82.84 per cent. of the Company's enlarged issued voting share capital. The Panel has agreed to waive the obligation to make a general offer that would otherwise arise as a result of the issue of the Debt Conversion Shares, subject to the approval of the waiver by Independent Shareholders. Accordingly, the Resolution is being proposed at the General Meeting and will be taken on a poll of Independent Shareholders. David Hood is disenfranchised from voting on the Resolution and has undertaken not to vote on the Resolution. Following the issue of the Debt Conversion Shares, David Hood will hold more than 50 per cent. of the Company's issued voting share capital and, accordingly, may further increase his interest in shares without incurring any obligation under Rule 9 to make a general offer. Information on David Hood Technology entrepreneur David Hood is Senior Non-Executive Director of the Company. David founded Pace Micro Technology plc and plotted the company's growth through the 1980s and 1990s until its float in 1996. David also owns and operates Multiflight Limited, an aircraft charter, training and engineering company based at Leeds Bradford International Airport. Intention of the potential controlling shareholder It is the intention of David Hood that, following implementation of the Proposals, the business of the Company be continued in substantially the same manner as at present, with no major changes. He has also confirmed that he has no intention to make any material amendment to the existing employment of the Group's employees or directors, to any conditions of employment, including pension rights or to the location of the Company's place of business. David Hood has also confirmed that there is no current intention to re-deploy the Company's fixed assets. General Meeting At the General Meeting to be held at The Caf?ar, Multiflight Training Centre, South Side Aviation, Leeds Bradford International Airport, Leeds, LS19 7UG at 9.00 a.m. on 18 February 2010, the Resolution will be proposed to approve the waiver granted by the Panel referred to above of the obligation which would otherwise arise for David Hood to make a general offer to Shareholders under Rule 9 of the Code as a result of the issue of the Debt Conversion Shares. The Resolution will be proposed as an ordinary resolution of the Company, requiring a majority of the votes cast on such resolution to be in favour. In accordance with the requirements of the Code, the Resolution will be taken on a poll of Independent Shareholders. Effect of Resolution not being approved Should Shareholders not approve the Resolution to be proposed at the General Meeting, the Independent Directors believe that the additional funding measures which David Hood has agreed to make available to the Group may not be made available and that, as a result, the Company would not have sufficient working capital for its present requirements and may be unable to continue to trade as a going concern. In this event, the Directors may have to consider placing the Company into administration. Recommendation The Independent Directors, who have been so advised by WH Ireland, consider that the Proposals and the waiver of the obligation on David Hood to make an offer to acquire the shares in the Company not already owned by David Hood which would otherwise arise under Rule 9 of the Code upon the issue of the Debt Conversion Shares are fair and reasonable and in the best interests of the Company and the Independent Shareholders as a whole. In providing advice to the Independent Directors, WH Ireland has taken into account the Independent Directors' commercial assessments. Accordingly, the Independent Directors recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as those Independent Directors who are Shareholders have irrevocably undertaken to do in respect of their own beneficial holdings, amounting to, in aggregate, 3,611,368 Ordinary Shares representing approximately 18.93 per cent. of the Company's current issued voting share capital. Expected timetable of principal events
Proxy
Conversion shares to trading on AIM
DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise:
"Company" or "Infoserve" Infoserve Group plc;
"Debt Conversion Agreement" the conditional agreement entered into on 28
"Debt Conversion Shares" 40,000,000 Ordinary Shares proposed to be issued
"Existing David Hood Loans" the 2004 Loan and the 2008 Loan;
"Existing Loan Agreement" the agreement entered into on 19 November 2004
"Existing Ordinary Shares" 19,073,441 Ordinary Shares in issue at the date
"Independent Shareholders" the Shareholders other than David Hood;
This information is provided by RNS The company news service from the London Stock Exchange END
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| 16-12-09 | RNS |
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RNS Number : 1714E Infoserve Group PLC 16 December 2009 Infoserve Group plc ("Infoserve", the "Company" or, together with its subsidiaries, the "Group") Unaudited Condensed Consolidated Financial Statements for the six months ended 30 September 2009 Infoserve Group plc (AIM:INFS), one of the leading online local search specialists in the UK, is pleased to announce its half-year results for the six-month period to 30 September 2009. Infoserve provides UK businesses, mainly SMEs, with sophisticated online marketing products that deliver, through the Group's partnership with Yahoo!, its own extensive product range and Google AdWords campaigns, online solutions that enable businesses to be found when consumers are searching for the goods and services they provide in specific locations. It is estimated that 60% of all online searches are local in nature, and Infoserve aims to bring buyers and sellers together online.
OPERATING HIGHLIGHTS
FINANCIAL HIGHLIGHTS
POST PERIOD HIGHLIGHTS
James Newman, Chairman of Infoserve Group plc, commented: "The first half of 2009, whilst operationally challenging, was encouraging as we saw the continued benefits of our overhead reduction programme and increases in revenues and gross margin combine to produce a dramatic improvement in our financial performance." Steve Barnes, CEO of Infoserve Group plc, added: "The second half has started well and we remain confident that the second half results will reflect continued higher average daily sales and cost control. As I said last year, "Although the overall economic climate is very difficult, we believe that local paid-for search will continue to grow and will fuel the ongoing market share increase of online advertising versus traditional media". The IAB recently announced that internet advertising had exceeded even TV advertising; SMEs now know they need to market themselves online and are increasingly open to online advertising across our various value for money platforms. We have seen continued improvements in sales per day and productivity of sales executives, and we have further supplemented this by improvements to our internal operating systems, driven by our newly enhanced end to end GEMS system that brings together a sophisticated CRM system, a sales tool, a production driver and a management information provider."
Infoserve Group plc
Steve Barnes, Chief Executive Officer Tel: +44 (0)113 238 6200
jonathan.simpson@infoserve.com www.infoservegroup.com Nominated Adviser
WH Ireland Limited
robin.gwyn@wh-ireland.co.uk Media Enquiries
Source Marketing Communications
peter@sourcemc.co.uk
I am delighted to report that the Group has made good progress over the last six months and is now achieving a breakeven trading performance on a monthly basis. Results Turnover in the period increased to £2.95 million (restated H1 2008: £2.64 million), a 12% increase over the same period in 2008. This growth has been achieved mainly through the improved efficiencies of the sales team. Productivity per sales person continues to rise as a result of the improved productivity and a revised pricing structure, gross margins have increased and a gross profit of £994,000 has been achieved against a gross profit last year of £843,000. I am delighted to report that administrative expenses have continued to reduce for the second year in succession. The reduction in the first half of the year was £149,000, without any effect on day-to-day operations or customer service. The combination of increased sales and lower costs has led to a much-reduced operating loss after amortisation of £0.15 million compared to £0.51 million, as restated, last year. After taking into account net financing costs, there was a loss before taxation of £0.20 million (restated H1 2008: £0.61 million). The loss per share was 1.02p compared to 3.19p, as restated, in 2008. Cash As a result of the continuing growth in sales revenues, a reduction in overhead costs, and careful working capital management, the Group achieved a small cash inflow from trading and investing activities of £28k, significantly better than the £311k outflow for the same period last year. Dividend The Board is not recommending a dividend, as all funds are required for the development of the business. Funding discussions As announced on 20 November 2009, the Company has reached agreement in principle with David Hood, the Company's major shareholder and a non-executive director of the Company, on the terms by which David Hood will provide additional funding for Infoserve and for the conversion of part of the Company's existing indebtedness to David Hood into new equity in the Company (the "Proposals"). The Proposals are subject to the negotiation and execution of legally binding contractual documentation. A further announcement will be made when these agreements have been finalised. Under the Proposals, David Hood will provide additional funding to the Company amounting to £0.8 million, comprising a loan, which would be available for immediate drawdown, of £0.55 million and a further facility of £0.25 million to be made available in the event of the Company's existing overdraft facility being withdrawn. The interest rate on both the new loan and the further facility would be 10% per annum. In addition, David Hood has agreed to the continued deferment of payments due to himself and his associate companies, amounting to £0.30 million and the writing off of other sundry trading liabilities amounting to £50,000. These new funding arrangements will enable the Group to continue to fund its ongoing and improving trading activities and to pursue other growth opportunities available to it. As part of the Proposals, the Company is proposing to issue 40 million new ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") to David Hood at an issue price of 5p per share in satisfaction of loans to the value of £2 million, currently owing by the Company to David Hood. The effect of the Proposals will be to increase David Hood's interest in the ordinary share capital of the Company from 46.86% to 82.84% and to reduce the value of the loans outstanding from David Hood to the Company, which at 31 October 2009 amounted to £3.52 million, by £1.45 million (or £1.2 million if the further facility is taken up). The Company intends to seek a waiver from the Panel on Takeovers and Mergers (the "Panel") of the obligation that would otherwise arise, as a result of the issue of the new Ordinary Shares, for David Hood to make an offer to acquire all of the Ordinary Shares not already owned by him. If granted, any such waiver would be subject to approval of independent shareholders. Going concern As mentioned above, the Group has recently agreed in principle to enter into a further loan facility agreement with D R Hood which, if completed, would provide access to additional funding of up to £0.8m. Alongside this new loan, D R Hood has conditionally agreed to convert £2m of his existing loans into ordinary shares at 5p per share. The Proposals are conditional upon the Company obtaining a waiver from the Panel and the waiver being approved by independent shareholders. Whilst the directors remain confident of continuing to operate within the current bank overdraft and of securing additional funding from Mr Hood, there can be no certainty in these respects. Accordingly the directors believe that this represents a material uncertainty that may cast significant doubt upon the Group's and the Company's ability to continue as a going concern and it may therefore be unable to realise assets and discharge liabilities in the ordinary course of business. Nevertheless, after making full enquiries, and considering all the uncertainties described above, the directors have no reason to believe that the Group and the Company will be unable to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the Interim report and financial statements. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. Business developments The relationship with Yahoo!, both commercial and technical, continues to develop, and sales of Yahoo!Local listings continue to grow compared to the same period last year. The Group is discussing plans with both Yahoo! and Microsoft to continue to offer local business listings once the two companies have completed their discussions. Having announced that the Group will cease to be an Authorised Google AdWords Reseller from 7 January 2010, we are delighted that our working relationship with Google remains strong. As such, we will continue to organise and sell Google AdWords campaigns to our customers, utilising the comprehensive back-end and campaign management systems that we have jointly developed with Google, as part of our full range of online services. The Group believes that SMEs see great value in a combined advertising product that covers traditional local newspaper advertising and online exposure across major search engines. The Group is trialling a new development based on this concept with a possible wider roll out during 2010 in conjunction with a newspaper group. Current trading Since the half-year end, revenues have continued to grow in line with the Board's expectations. Retention levels of sales staff have continued to be stable, thereby increasing productivity per head.
The Group has continued to increase its revenues every half year despite the ongoing macro-economic conditions that prevail. Margins are increasing and overhead costs remain under tight control, thus improving the monthly cash flow. The strong relationship enjoyed by the Group with Yahoo! and the continued strength of the existing wholly-owned product portfolio puts the Group in a strong position to take advantage of the growth in the paid-for online local search market. James H Newman Chairman 15 December 2009
OPERATIONAL REVIEW Market drivers Paid-for search continues to dominate online marketing expenditure (59.8% of all online advertising in H1 2009), with an estimated 60% of all online searches now appearing to be local in nature. Despite the credit crunch, online advertising grew in H1 2009 by 6.8% year on year, continuing, albeit at a slower rate, the extraordinary transition from outdoor, radio, press, and even television, to online in general and paid-for search in particular. According to the bi-annual online advertising expenditure study from the Internet Advertising Bureau (IAB) - the trade body for digital marketing - in partnership with PricewaterhouseCoopers (PwC) and the World Advertising Research Centre (WARC), "the internet has now overtaken TV advertising to become the UK's single biggest advertising medium. The UK remains the world leader in terms of market share for online, with the medium accounting for 23.5% in the first half of 2009. The results signal a significant restructure of marketing budgets as advertisers follow their audiences online and look to the internet for even more measureable and accountable methods." The local element of that search is growing fastest, and this performance particularly in the context of the decline of traditional paper directories, with the largest UK directory experiencing a 19.7% decline in paper revenues and the major local newspaper groups continuing to announce declines in advertising revenues throughout 2009, illustrates the timely opportunity within online local search. Trading performance The unaudited results for the six months ended 30 September 2009 are in line with the trading statement made at the AGM on 23 October and continue to reflect the Group's improving performance. Top line sales* increased to £3.1m in the six months ended 30 September 2009 from £2.6m, an increase of 18%, whilst gross profit* increased to £1.1m from £0.8m (+40%). Continued tight control of administrative costs contributed to a £69k EBITDA* profit compared to a loss of £377k in the comparable period last year. (* Excludes IAS 18 revenue recognition adjustment of (£113k) 2009 and +£51k 2008. The IAS 18 accounting adjustment spreads sales evenly over the life of the directory listing as opposed to top line sales which refers to cash received in any such period). On an underlying basis, the Group is now performing at or around breakeven EBITDA, with small cash inflows from trading. Subject to completion of the new loans from David Hood, the Group is well placed to continue to take advantage of the growth opportunities available in this growing sector. Our collaboration with Yahoo! in both technical and marketing areas continues to be strong. Yahoo!'s recent heavyweight TV advertising campaign has boosted awareness and usage levels, and advertising renewal rates have shown further improvement, illustrating SMEs' confidence that they are getting good returns on investment. The focus on training and development has contributed to improved productivity per sales person leading to growth of 18% in top line sales in the first half of the year. Although we will maintain rigour in our personnel selection, we are benefitting from the larger and more professional recruitment pool available during the current wider economic downturn. Systems developments We have further supplemented last year's extensive software system developments by improvements to our internal operating systems, driven by our newly enhanced end to end GEMS system that brings together a sophisticated CRM system, a sales tool, a production driver and a management information provider.
FINANCIAL REVIEW The financial performance of the Group continues to reflect our decision to invest in the training and development of our sales force as well as enhancements to our product portfolio and has increased our performance per sales executive from £54,900 to £61,900 on an annualised basis. At the same time the focus on our cost base has led to an increase in our gross margins to almost 34% and a reduction in our administrative expenses by 15% compared to the same period 12 months ago, to £1.1m. Capital expenditure on tangible and intangible assets has been reduced substantially with expenditure of £19,000 compared to £93,000 for the six months to 30 September 2008. The majority of expenditure was used to further tailor our sales focused data management software to the changing needs of the business. As a result of the improved sales performance and improved profitability, the Group generated cash without external investment for the first time in a six-month period. The cash inflow for the six months to 30 September 2009 was £28k. In the comparable period in 2008 the business used £311k. The Group continues to carry a deferred tax asset of £0.84m, the same as at 31 March 2009, which is based only on post-acquisition losses.
CURRENT TRADING AND OUTLOOK Sales continue at an improved level with November being the third successive month in which Group telesales were greater than £500k and the fourth such month in 2009. As we work closely with both VSEs (Very Small Enterprises) and SMEs, we are fully in tune with small business' levels of economic optimism, and there has been a discernable decline in confidence amongst small businesses about 2010 prospects over the past three months. Some of our customers will continue to be deeply affected by the recession, and we will have to be mindful of targeting with accuracy the business categories and geographic locations that offer the most potential over the next twelve months in order to maintain our revenue growth. Whilst I am optimistic that online marketing in general, and local search advertising in particular, will continue to grow for the next two years, we must ensure that we evolve our marketing campaigns and our product range in line with the wider structural, social changes taking place. Most SMEs recognise that they must have their business found when a consumer is searching online for goods and services. As most consumers spend more than 90% on goods and services within 20 miles of where they live or work, the Group both continues to work hard to offer outstanding value for money and high levels of return on investment to our customers, and also to enable our business customers to be found when consumers are searching.
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES The principal risks and uncertainties to which the Group is exposed are listed below. They have not changed from those detailed on pages 2-3 and 32-35 of our Annual Report and Financial Statements for the year ended 31 March 2009. The Annual Report can be found on the company's website www.infoservegroup.com.
Chief Executive Officer Finance Director
Condensed Consolidated Income Statement (unaudited)
operations
assets
operations
share The loss for the period is attributable to the equity holders of the parent. Infoserve Group plc Condensed Consolidated Balance Sheet (unaudited)
2009 2008
Non-current assets
Current assets
726 271 755
Current liabilities
borrowings
Non-current liabilities
borrowings
(369) (429) (307)
Equity attributable to equity
holders of the parent
These financial statements were approved by the Board of Directors on 15 December 2009 and were signed on its behalf by:
Stephen M Barnes James H Newman
Condensed Consolidated Statement of Cash Flows (unaudited)
Cash flow from operating
activities
Adjustments for:
plant and equipment
payment expenses
in working capital
and other receivables
payables
grant
operating activities
activities
Cash flows from investing
activities
and equipment
intangible assets
activities
Cash flows from financing
activities
placing
activities
cash and cash equivalents
the beginning of the period
the end of the period
Cash and cash equivalents in the Consolidated Statement of Cash Flows are after the netting off of the bank overdraft.
Condensed Consolidated Statement of Changes in Shareholders' Equity (unaudited)
(restated)
expense (restated)
payment transactions
(restated)
(restated)
expense
payment transactions
placing
(restated)
expense (restated)
payment transactions
(restated)
Notes to the Condensed Consolidated Financial Statements (unaudited)
Infoserve Group plc is a company domiciled in the UK. The address of the Company's registered office is South Side Aviation, Leeds Bradford International Airport, Leeds, LS19 7UG. The condensed consolidated financial statements of the Group for the six months ended 30 September 2009 comprise the financial statements of Infoserve Group plc and its subsidiaries (together referred to as the "Group"). (a) Basis of preparation These condensed consolidated financial statements have been prepared in accordance with the accounting policies set out in the Annual Report of Infoserve Group plc for the year ended 31 March 2009. The only change to these accounting policies is in the application of IAS18, the affects of which are detailed in part (c). The Annual Report and Financial Statements of the Group are prepared in accordance with the IFRSs as adopted by the EU. The prior year comparatives are derived from audited financial information for Infoserve Group plc as set out in the Annual Report and Financial Statements for the year ended 31 March 2009 and the unaudited financial information in the consolidated financial statements for the six months ended 30 September 2008. These condensed consolidated financial statements have been prepared under the historical cost convention, except in respect to certain financial instruments. The condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated Annual Report and Financial Statements for the year ended 31 March 2009. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated Annual Report and Financial Statements of the Group as at and for the year ended 31 March 2009. The condensed consolidated financial statements for the six months ended 30 September 2009 are unaudited and were approved by the directors on 15 December 2009. The comparative figures for the financial year ended 31 March 2009 are not the Group's statutory accounts for that financial year. The unaudited financial information contained herein does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2009 were approved by the Board of Directors on 15 July 2009 and delivered to the Registrar of Companies. The audit opinion on the statutory accounts for the year ended 31 March 2009 was unqualified, and contained an emphasis of matter paragraph on going concern. It did not contain any statement under section 498 of the Companies Act 2006. The financial information herein should be read in conjunction with the Group's 2009 annual report published in July 2009, which includes the audited consolidated financial statements the Group for the year ended 31 March 2009. The directors note that the Group has net liabilities, net current liabilities and sustained trading losses in the period. (b) Estimates The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. The preparation of the condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, and income and expenses. In preparing these condensed consolidated financial statements, the significant judgements made by the management in applying the Group's accounting policies and key source of estimation uncertainty were the same as those applied to the audited consolidated Annual Report and Financial Statements as at 31 March 2009. (c) Prior year restatement As previously reported within the Annual Report and Financial Statements for the year ended 31 March 2009, the Group historically recognised a proportion of its online advertising revenue on new business at the point of sale and spread the remainder of the revenue over the term of the agreement and spread the revenue of its online advertising revenue on renewals evenly over the term of the agreement. Following a review all online advertising revenue is spread evenly over the term of the agreement. The change to the treatment of new business has the following impact on the financial results of the Group:
(within trade and other
payables)
(d) Going concern As announced on 20 November 2009 the Group has recently agreed in principle to enter into a further loan facility agreement with D R Hood which, if completed, would provide access to additional funding of up to £0.8m. Alongside this new loan, D R Hood has conditionally agreed to convert £2m of his existing loans into ordinary shares at 5p per share. The Proposals are conditional upon the Company obtaining a waiver from the Panel and the waiver being approved by independent shareholders. Whilst the directors remain confident of continuing to operate within the current bank overdraft and of securing additional funding from Mr Hood, there can be no certainty in these respects. Accordingly the directors believe that this represents a material uncertainty that may cast significant doubt upon the Group's and the Company's ability to continue as a going concern and it may therefore be unable to realise assets and discharge liabilities in the ordinary course of business. Nevertheless after making full enquiries, and considering all the uncertainties described above, the directors have no reason to believe that the Group and the Company will be unable to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the Interim report and financial statements. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. 2. Segmental information The directors consider that the Group only has one business segment being the provision of e-marketing services; other income is ancillary and does not constitute a segment in its own right. The turnover, operating loss and net liabilities of the Group are attributable to the one class of business. 3. Directors' remuneration
purchase pension plans
office
The remuneration of the directors, who are the key management personnel of the Group, is disclosed in note 3. A number of key management personnel or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Group in the reporting period. The terms and conditions of those transactions with key management personnel and their related parties were no more favourable than those available, or which might have reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm's length basis. Directors of the Company and their immediate relatives control 66.27 per cent (30 September 2008: 66.27 per cent) of the voting shares of the Company. At 30 September 2009, an amount of £2,911,552 (30 September 2008: £2,661,552) (being the principal loan excluding interest) was owed by Infoserve Limited to D R Hood, a director and principal shareholder of Infoserve Group plc. Mr Hood has not sought repayment of the capital and interest on his loans and Mr Hood has indicated that he will not enforce loan repayments in the short term whilst discussions over refinancing the Group are in progress. Interest is charged on the first £2,661,552 at a rate of 2.5% above Barclays Bank plc base rate and at 5.0% above Barclays Bank plc base rate on the remaining £250,000. Interest charged on the loans during the year amounted to £46,927 (30 September 2008: £100,246) and £600,588 (30 September 2008: £485,291) remained unpaid at the period end and is included within interest-bearing loans and borrowings. Infoserve Limited entered into a lease agreement to rent property from Amerdale Investments LLP, a business in which D R Hood has an interest. The administrative expenses incurred from Amerdale Investments LLP amounted to £132,233 (30 September 2008: £137,876). The amount owed by Infoserve Limited at the balance sheet date was £283,087 (30 September 2008: £86,094) and represents four quarters of rent deferral. Repayments commenced in October 2009. The lease is for a term of fifteen years at £246,405 per annum, with the first year being rent free. The period between rent reviews is five years. During the period, Infoserve Limited made sales of £16,531 (30 September 2008: £16,698) to and purchases of £30,913 (30 September 2008: £40,492) from Multiflight Limited, a company in which D R Hood is a director and principal shareholder. At 30 September 2009 Infoserve Limited owed £54,067 (30 September 2008: £29,421) to Multiflight Limited. Trade and other payables in the Group's balance sheet includes an amount of £116,460 (30 September 2008: £62,270) which represents salaries owed to the non-executive directors and the social security costs thereon.
The tax position for the period is based on the anticipated effective tax rate for the year to 31 March 2010. The Board has prepared forecasts and continues to believe that the Group will become profitable in the future and therefore utilise the considerable tax losses built up over the last few years. It has accordingly carried forward a proportion of this recovery as a deferred tax asset in the balance sheet.
The calculation of earnings per share is based upon the loss after taxation of £194,615 (30 September 2008 (restated): £608,359) divided by 19,073,441 (30 September 2008: 19,073,441), being the number of ordinary shares in issue during the period. Share options in issue did not have a dilutive impact on the loss per share calculation. A copy of this announcement is available from the Company's website, www.infoservegroup.com This information is provided by RNS The company news service from the London Stock Exchange END
IR FGMMZVKLGLZM More |
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| 22-01-10 | ||||
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sorry posted on wrong site
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| 22-01-10 |
HOLD
O2 & Kcom
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O2's recent announcement that they are suspending fixed line operations/deals after their recent partnership with BT wholesale ties in very well with kcoms deal with BT and rumours in the business.
Kcom has now effectively split the OLD OLO (Old Licensed area), from the national business and has transferred the ownership (management was the official term) of the national network to BT. So kcom have have now got exclusive access to 21cn via BT, and make savings in the region of £10m a year on their network management cost. This suddenly makes kcom a very profitable BT reseller with a large business customer base, with revenues of £70-£80m. If O2 are looking at other ways of entering the fixed line market a tie up between Telefonica and kcom would give them access to a huge existing customer base. A total takeover or a 50/50 deal would give Kingston Comms the £100/£200m they need to pay off the Omnetica/Technical deal debt, leave them with the cash cow in Hull, and give the shareholders either a nice windfall or even a deal of 1 share in the "Kcom Hull" business and 1 share in the new National "Kcom/O2" partnership. Next stage will be that the business will list Hull & National companies on markets as different companies if there is any substance to this rumour. |
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| 05-08-09 | ||||
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Thanks newto,
I am not buying yet. Just trying to figure out what is going on. It is almost as though someone is buying at inflated prices so that the sp is in better shape for an acceptable bid. I don't know. I also can't understand why the directors bought shares at 22p last month when the price was well below. Perhaps 22p is the target price for a takeover?? |
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| 05-08-09 | ||||
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Knellerwoman, I always take your posts seriously as you tend to be more knowledgeable than a lot that post on iii, and certainly more than me. I have had a good look at this since your post on HMS today and agree that the spike is odd on such low volume. I just can find anything that is telling me to invest in this just now, im probably wrong and wish you well with it. Knowing me, I will eventually buy after its jumped 50% from here and cursing my need to grow a pair
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