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| Tue 07:03 | RNS |
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RNS Number : 5701C AIM 17 November 2009
NOTICE (794) 17/11/2009 07:00am
CANCELLATION OF ADMISSION OF SECURITIES TO TRADING ON AIM
MILLBROOK SCIENTIFIC INSTRUMENTS PLC At the request of the company, trading on AIM for the under-mentioned securities have been cancelled from 17/11/2009 07:00am.
Ordinary Shares of 1p each (3161261)(GB0031612616)
If you have any queries relating to the above, please contact the company's nominated adviser on 0161 831 1512. AIM Regulation Ref: AIMNOT794 This information is provided by RNS The company news service from the London Stock Exchange END
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| 05-11-09 | AFX UK Focus |
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LONDON, Nov 5 (Reuters) - Millbrook Scientific Instruments:
((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
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| 05-11-09 | RNS |
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RNS Number : 0469C Millbrook Scientific InstrumentsPLC 05 November 2009 Millbrook Scientific Instruments plc (the "Company" or "MSI plc") Result of General Meeting and Chairman's statement Result of General Meeting At the General Meeting of the Company held earlier today both resolutions were duly passed. The cancellation of trading of the Company's shares on AIM will therefore take effect from 7.00 am on 17 November 2009. Chairman's statement The Chairman made the following statement at the opening of the General Meeting: "I would like to provide a summary of the situation in relation to the Company's former subsidiary, Millbrook Instruments Limited ("MIL"), and where the Board proposes to take the Company from here. At the end of April 2009, prospects for MIL looked good with 2 major orders 'about to be confirmed'. One shipment had just been made after the year end. So bearing in mind MIL's budget is to sell 6 - 8 instruments per year, all was looking good with a possible 3 sales in the first quarter. Various technical improvements were in the process of being made as well and software rewrites had been completed. As weeks progressed after April, the board became concerned when the 'imminent' orders were not confirmed and when no further orders were on the horizon. The reason for our concern was that MIL costs run at £51k per month (excluding central costs) and, since they consist mainly of salaries to people with notice periods varying from 3 to 6 months, cost cannot be turned off immediately.
We had received an initial approach the previous year but the potential suitor had said he was not interested until MIL became profitable. As a board, we understood the high risk nature of MIL, with its high value low volume sales, but we did not consider there was a realistic prospect of a sale at a reasonable value at least until after FY2009 had been completed, hopefully profitably. Some 20 companies from large to small were contacted in June 2009 in addition to those shareholders who agreed to be made insiders. Interest was shown by one local company and one shareholder. The shareholder soon withdrew and the local company in the end made a very low offer which would also have left MSI plc with on-going liabilities. The local company was a good fit as it was a major consulting company with a small instrumentation business wanting to expand into instrumentation sales. It also had knowledge of making ToF analysers, which we sourced from Switzerland at great cost due to the value of the pound. Being local there was also a good chance of finding employment for our staff. The Board had kept MIL going as long as possible in the hope that further orders would materialise or competitive interest could be awakened in the acquisition of MIL. One of the original two orders did in fact come in but the other went elsewhere, no other had been achieved so the directors, with extreme regret, called in administrators in order to protect the Company's other subsidiary Micro Materials Limited ("MML"). At that time, MIL owed the bank £262,000 which was supported by cross guarantees from the Company and MML. Once in administration, the administrators attempted to sell the business as a going concern. We are informed by the administrators that the local company came forward again but with a very low offer and a group of shareholders / employees made a similar offer. We understand that the local company was persuaded to increase its offer and was given exclusivity as extreme urgency was required to preserve any goodwill and indeed give the chance to keep the one order alive. This sale by the administrators has now completed and was in no sense a pre-pack. The sale of MIL, in which the Company had invested so much, by the administrators for a small amount gives no pleasure to the Board although it appears two employees might have had their jobs effectively saved. In a small group such lumpy sales as MIL depended on will always have more downside than upside potential. When the global market turned down, there was nowhere to go especially acting in the full glare of publicity which our competitors were quick to exploit. It is, inter alia, to avoid any possibility of the same fate for MML that the Board wishes to delist. The combination of lack of orders and lack of interest in buying the MIL business suggests that the original view of market potential which we shared was incorrect. Way forward If approved, we will register with Sharemark which provides an information service but more importantly a scientific auction based dealing service, somewhat similar to eBay. In this way realistic approximations of share value can be seen by all shareholders. This will provide an alternative to the AIM quoted figure. The Board has committed to remaining a PLC which provides protection to shareholders in excess of the already extensive CA 2006 provisions; specifically we are still subject to the Takeover Code. If we delist, Malcolm Fortnam has indicated he will step down as a director and I will renegotiate downwards my fee. May I say how much personally I will miss Malcolm's thoughtful and incisive input not to mention his clear acknowledgement of, and unwavering adherence to, the many and varied responsibilities that a director has to consider. For further information:
Paul Grasske, Chief Executive Officer
Alex Clarkson Tom Rowley This information is provided by RNS The company news service from the London Stock Exchange END
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| 30-10-09 | RNS |
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RNS Number : 7175B Millbrook Scientific InstrumentsPLC 30 October 2009 30 October 2009 Millbrook Scientific Instruments plc ('The Company') Result of AGM Millbrook Scientific Instruments is pleased to announce that, at the Annual General Meeting of the Company held today, all resolutions were duly passed. For further information please contact:
This information is provided by RNS The company news service from the London Stock Exchange END
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| 30-10-09 | RNS |
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RNS Number : 6993B Millbrook Scientific InstrumentsPLC 30 October 2009 30 October 2009 Millbrook Scientific Instruments plc ('The Company') Result of AGM Millbrook Scientific Instruments is pleased to announce that, at the Annual General Meeting of the Company held today, all resolutions were duly passed. For further information please contact:
This information is provided by RNS The company news service from the London Stock Exchange END
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| 20-10-09 | AFX UK Focus |
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LONDON, Oct 20 (Reuters) - Millbrook Scientific Instruments:
((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
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| 20-10-09 | RNS |
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RNS Number : 0127B Millbrook Scientific InstrumentsPLC 20 October 2009
MILLBROOK SCIENTIFIC INSTRUMENTS PLC ("Millbrook" or the "Company") PROPOSED CANCELLATION OF ADMISSION, PROPOSED CHANGE OF NAME AND GENERAL MEETING Summary The Company announces that it is seeking Shareholder approval for the cancellation of admission to trading on AIM of the Company's Ordinary Shares. A circular will be posted to Shareholders later today and, together with this announcement, it will explain the rationale behind the proposed Cancellation and why the Directors unanimously consider the proposed Cancellation to be in the best interests of the Company and its shareholders as a whole and why they recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of Ordinary Shares. Shareholder approval is required under the AIM Rules for the proposed Cancellation and under the Act for the proposed change of name of the Company. A General Meeting of the Company will be held at 12.00 p.m. on Thursday 5 November 2009 at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester M3 3EB at which the Resolutions will be proposed. A notice convening the General Meeting is set out at the end of this document. For further information please contact: Millbrook Scientific Instruments Plc Stephen Blank, Chairman Paul Grasske, Chief Executive Tel: +44 (0) 1978 261 615 Zeus Capital Limited Alex Clarkson / Tom Rowley Tel: +44 (0) 161 831 1512
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2009
of Proxy
The Directors believe that the costs and regulatory requirements associated with maintaining the AIM Admission are a significant burden on the Company's financial resources. These costs include fees paid to the Company's nominated adviser, broker and registrars, annual fees paid to the London Stock Exchange plc, costs relating to public announcements and the additional fees and expenses of Directors, accountants and lawyers engaged to provide services in connection with maintaining the AIM Admission. The Company estimates that if the Cancellation is approved by Shareholders the Group will save approximately £50,000 per annum. In our announcements of 22 September 2009 and 6 October 2009, we referred to the placing into administration of MIL, one of the Company's subsidiaries. The effect of this is that the Group now has only one operating subsidiary which will henceforth have to operate in the full glare of the public spotlight. The Directors consider that this places it at a considerable commercial disadvantage to its competitors, most of which are divisions of major international groups, the rest being private companies, which do not have to comply with the disclosure rules applicable to an AIM listed company. Furthermore, the Board believes that maintaining the AIM Admission is, and would continue to be, a significant burden and drain on management time. As at the close of trading on 15 October 2009 the Company had a market capitalisation of approximately £921,000. Given the size of the Company, the Board believes that a disproportionate amount of management time is spent dealing with AIM related matters and issues. The Board believes that Shareholders would be better served if the Directors and key management were free to focus on the underlying business without the time drag and other commitments which are an inevitable part of operating in a public market arena. In addition to the direct and indirect costs involved in maintaining the AIM Admission, the Board considers few benefits accrue to the Company or Shareholders from the AIM Admission and in particular:
The Board has considered other options with a view to returning value to Shareholders whilst the Company maintains its AIM Admission. The Board believes, however, that given the current financial climate it is likely to be difficult to sell all or part of the Group at a valuation which adequately values the underlying business or is sensible in relation to the expected associated costs of such a transaction. With this in mind, the Board has decided to propose the cancellation of admission to trading on AIM of the Ordinary Shares in order to focus on continuing to grow the inherent value of the Company. It is also carrying out a strategic review to consider how to best maximise Shareholder value and enhance the Company's ability to meet the needs of its customers. The Directors' intention is that the Company should remain a public but unlisted company.
The principal effects of the proposed Cancellation would be that:
(b) the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results;
The Board will, however, continue to: (a) post information relating to the Company on its website at www.millbrook-instruments.com (although if the Resolution to change the name of the Company is passed, the website will be changed to www.micromaterialsholdings.co.uk); (b) hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and (c) send Shareholders copies of the Company's audited accounts in accordance with the applicable statutory requirements. The provisions of the City Code on Takeovers and Mergers will continue to apply to the Company following the Cancellation.
Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting. Accordingly, the notice of General Meeting, which accompanies the Circular, contains a special resolution to approve the Cancellation of Admission of the Ordinary Shares to trading on AIM. The Company has notified the London Stock Exchange of its intention to seek Shareholder approval for the Cancellation. If the Resolution is approved, it is expected that the Cancellation will take effect on Tuesday 17 November 2009, being at least 5 clear business days following the date of the General Meeting.
Whilst the Board believes that the Cancellation is in the Shareholders' interests, it recognises that the Cancellation will make it more difficult for the Shareholders to buy and sell Ordinary Shares should they so wish. Subject to approval of the Cancellation, the Board intends to set up a matched bargain facility to enable Shareholders to trade Ordinary Shares. Under this facility, it is intended that Shareholders or persons wishing to acquire shares will be able to leave an indication with a matched bargain facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain facility provider will contact both parties and effect the bargain. Shareholders who do not have their own broker may need to register with the matched bargain facility provider as a new client. Once the facility has been arranged details will be made available to Shareholders on the Company's website at www.millbrook-instruments.com (or if the name change is approved www.micromaterialsholdings.co.uk).
If Resolution 1 is approved, the Directors consider it appropriate that the name of the holding company more accurately reflects the activities of its only subsidiary, Micro Materials Limited. Therefore, subject to the passing of Resolution 1, it will be proposed at the General Meeting to change the name of the Company to Micro Materials Holdings plc. Since Resolution 2 is a special resolution it must be approved by not less than 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting.
Set out at the end of the Circular is the notice convening the General Meeting to be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester M3 3EB on Thursday 5 November 2009 at 12.00 p.m. at which the Resolutions will be proposed.
A Form of Proxy for use at the General Meeting will accompany the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible, but in any event so as to be received by no later than 12.00 p.m. on 3 November 2009. The completion and return of a Form of Proxy will not preclude a Shareholder from attending the General Meeting and voting in person should he or she so wish.
For the reasons set out above, particularly in paragraph 1, the Directors consider that the Cancellation and the change of name will promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of 672,000 Ordinary Shares, representing approximately 0.91 per cent. of the entire issued share capital of the Company.
DEFINITIONS
2009 "Company" or "Millbrook" Millbrook Scientific Instruments plc
"General Meeting" or " GM" the general meeting of the Company, convened for
This information is provided by RNS The company news service from the London Stock Exchange END
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| 06-10-09 | RNS |
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RNS Number : 2644A AIM 06 October 2009
NOTICE (706) 06/10/2009 7:30am
RESTORATION OF TRADING ON AIM
MILLBROOK SCIENTIFIC INSTRUMENTS PLC The trading on AIM for the under-mentioned securities was temporarily suspended. The suspension is lifted from 06/10/2009 7:30am, the company's annual audited report and accounts having been published.
Ordinary Shares of 1p each (3161261)(GB0031612616)
If you have any queries relating to the above, please contact the company's nominated adviser on 0161 831 1512. Ref: AIMNOT706 This information is provided by RNS The company news service from the London Stock Exchange END
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| 06-10-09 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 2596A
Millbrook Scientific InstrumentsPLC
06 October 2009
6 October 2009
Millbrook Scientific Instruments plc
Final Results
Millbrook Scientific Instruments plc, the designer and manufacturer of innovative scientific instruments that measure nanoscale mechanical properties of thin films and coatings, announces its Final Results for the year ended 31 March 2009.
OVERVIEW
* The Group is now solely focused on the production, distribution and development of the NanoTest instrument. The MiniSIMS division was closed down after the year end after one of the Group's subsidiary companies, Millbrook Instruments Limited, was placed into administration on 22 September 2009.
* Total Group sales (including discontinued operations) for FY2009 £2.9m (FY2008 - £2.6m):
- Second half FY2009 Group sales £1.6m (FY2008 - £1.6m);
* EBITDA for FY2009 £94k (FY2008 - £(26)k).
* Net funds at the end of the year £451k (FY2008 - £73k); loan under Small Firms Loan Guarantee Scheme £7k (FY2008 - £19k).
* Priorities for FY2010:
- ensure rapid progress of product developments at Micro Materials Limited
- seek to reduce central costs further, in light of the reduction in size of the Group
For further information:
Millbrook Scientific Instruments plc Tel: +44 (0)1978 261615
www.millbrook-instruments.com
Stephen Blank, Chairman
Paul Grasske, Chief Executive Officer
Zeus Capital Limited Tel: +44 (0)161 831 1512
www.zeuscapital.co.uk
Alex Clarkson /Tom Rowley
CHAIRMAN'S STATEMENT & REVIEW
REVIEW
Despite the Group achieving robust results for FY2009, regrettably this review starts negatively due to the closure of the MiniSIMS division post year end which was effected by the placing of Millbrook Instruments Limited ("MIL") into administration on 22 September 2009. This has significantly detracted from a set of results which saw the Group increase sales once more and achieve a profit at the EBITDA line.
MiniSIMS division
On 8 April 2009, we issued a largely positive trading update. However, the lumpy nature of the Group's sales, particularly those of MIL, and the high level of fixed costs in the Group means that close attention has to be paid to liquidity risk on a continual basis. Detailed cash flow forecasts are prepared monthly and closely monitored by the Board. At our May meeting we noted that two potential orders for MIL had not been confirmed. At that point it was still entirely possible that the budget for FY2009 could be achieved. However the cash flow forecast also demonstrated that, if the orders did not materialise shortly, the Board would have to take action to cut costs by the end of August at the latest due to the length of time required to action a reduction in the Group's fixed costs.
Within two weeks it became clear that neither order would be forthcoming in the short term. The Board therefore resolved immediately to implement a cost cutting exercise and to undertake a strategic review of the MIL business, as set out in the release of 5 June 2009.
The staff at Blackburn responded magnificently, most of them agreeing to go onto short time working until the orders came through. With regret we also agreed that Dr John Eccles, one of the founders of the MiniSIMS business, would leave the business.
In conjunction with Zeus Capital, our financial adviser, the Board examined strategic options for MIL, including a disposal of the MiniSIMS business. Despite receiving an expression of interest in acquiring the MiniSIMS business from one of the parties that were contacted during the strategic review, the terms proposed by the potential acquirer were unacceptable to the Board and a disposal could not be agreed. By mid September the order position of MIL remained extremely weak and, although one of the original two orders did materialise, the Board, in consultation with its professional advisers, resolved that the Group could provide no further support to MIL so the order could not be fulfilled. As a consequence, the directors of MIL resolved that the company would be placed into administration on 22 September 2009, the appointees being Kerry Bailey and Jonathan Newell of PKF.
The Board was unanimous in its view that the best way to protect future value for the Group's shareholders was to close the MIL subsidiary. This action was taken with extreme regret in particular for the staff. Improvements had been made to the reliability of the MiniSIMS instrument and the software had been significantly upgraded during the financial year, however MIL was proving to be a cash drain in FY2010 and was creating a significant strain on the working capital position of the Group as a whole. The suddenness with which orders dried up came as a complete surprise and it was only due to excellent financial management on the part of the CEO Paul Grasske that the viability of the entire group was not compromised.
NanoTest division
I am pleased to report that the NanoTest division is performing in line with management expectations. In the first half of the 2010 financial year the Board did note some delays in decision making at customers, even though most of them are research or university establishments, however these delays seem to have eased with prospects now starting to convert to orders on a regular basis.
Improvements and enhancements to the instrument are under way with the benefit of grant funding and it is hoped that several of these will be the subject of new patents. In particular, improvements are in progress that will enable the company to compete successfully in markets previously dominated by our US competitors. Alongside this, demand for the NanoTest's world-leading high temperature test capability is growing rapidly and current R&D projects aim to maintain our competitive edge. The project to develop an environmental enclosure to extend the measurement range to include temperatures above which the diamond indenters oxidise in air has been successfully completed. Initial take up has been extremely encouraging with several units already sold and installed.
The Board will continue to seek to grow and develop the NanoTest business.
RESULTS (FY2008 in brackets)
Group sales including discontinued operations were £2.91 million (£2.63 million), 10.6% up on the previous year.
The major controllable cost is employee benefits expense. This increased from £940,426 in 2008 to £966,345 this year.
Profit for the year at the EBITDA level was £93,664 (loss of £25,881). This improvement was predominantly due to increased sales.
The financial effects of the administration of MIL are set out in Note 4. These consist mainly of a complete write off of Deferred R&D expenditure and Goodwill. There is no cash effect of these adjustments. The Company is the major creditor and sole shareholder of MIL but at this point it seems highly unlikely that there will be any material return to creditors and there will be none to shareholders.
BOARD
Since the 2008 AGM the Board has comprised five directors - three executives: Paul Grasske, John Eccles and Peter Vohralik and two non-executives: Malcolm Fortnam and myself. On 17 Feb 2009 Peter Vohralik left the Board and on 22 July 2009 Dr John Eccles also left.
The contribution of both of the directors who have left, one of whom was a founder of MIL, has been immense. They tried to the utmost of their ability to move that business forward but they have left in order to help us preserve the Group as a going concern and ultimately return value to the shareholders.
OUTLOOK
Going forward, the Group will now be focused solely on the NanoTest business and will not be constrained by the cash outflows which it had previously been experiencing at the MiniSIMS division. This should mean that the financial position of the Group will be significantly stabilised. The Board will continue actively to seek ways in which to build the NanoTest business both through technical enhancement and sales growth.
In light of the reduction in size of the Group, the Board is also seeking ways in which to reduce costs further and is currently conducting a review of all overheads and particularly central costs which are currently, in the Board's opinion, too high for a company of Millbrook's reduced size. The Board will report the results of the review when it has been completed.
Finally I would like to thank all of the Group's employees for their continued loyalty and support in what for many of them has been another difficult year.
S M Blank
Chairman
5 October 2009
GROUP INCOME STATEMENT
for the year ended 31 March 2009
2009 2008
Notes Total Total
£ £
CONTINUING OPERATIONS
Revenue 2 2,906,080 2,484,055
Other income 15,326 14,491
Changes in inventories of finished goods and
work in progress 43,103 (64,893)
Work performed by the entity and capitalised 159,141 233,601
Raw materials and consumables used (1,309,388) (880,252)
Employee benefits expense (966,345) (940,426)
Depreciation and amortisation expense (1,296,678) (239,666)
Other expenses (595,112) (675,523)
Operating loss (1,043,873) (68,613)
Finance costs (2,507) (14,518)
Loss before tax (1,046,380) (83,131)
Taxation 16,540 79,560
Loss for the period from continuing operations (1,029,840) (3,571)
DISCONTINUED OPERATIONS
Profit/(loss) for the period from discontinued 5 71,732 (183,856)
operations
Loss for the period (958,108) (187,427)
Loss per share 3
Basic (1.301p) (0.290p)
Diluted (1.129p) (0.260p)
GROUP INCOME STATEMENT continued
for the year ended 31 March 2009
Earnings Before Interest, Tax and Depreciation and Amortisation ("EBITDA")
2009 2008
Total Total
£ £
EBITDA (continuing operations) 93,664 (25,881)
Exceptional items - (36,667)
Depreciation/loss on disposal (62,640) (32,544)
Work performed by entity and capitalised 159,141 233,601
Amortisation (1,234,038) (207,122)
Finance costs (2,507) (14,518)
Taxation 16,540 79,560
Loss for the period from continuing operations (1,029,840) (3,571)
Discontinued operations 71,732 (183,856)
Loss for the period (958,108) (187,427)
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2009
Share Share Retained Earnings Total
Capital Premium £
£ £ £
At 31 March 2008 2,882,871 963,449 (2,078,446) 1,767,874
Retained loss for the period - - (958,108) (958,108)
Proceeds from share issue - - - -
Share-based payments - - 1,311 1,311
31 March 2009 2,882,871 963,449 (3,035,243) 811,077
Share Share Retained Earnings Total
Capital Premium £
£ £ £
At 31 March 2007 2,682,871 777,861 (1,926,057) 1,534,675
Retained loss for the period - - (187,427) (187,427)
Proceeds from share issue 200,000 185,588 - 385,588
Share-based payments - - 35,038 35,038
31 March 2008 2,882,871 963,449 (2,078,446) 1,767,874
BALANCE SHEETS
at 31 March 2009
Group Group Company Company
2009 2008 2009 2008
£ £ £ £
ASSETS
NON CURRENT ASSETS
Property, plant and equipment 124,340 155,474 - -
Goodwill 181,564 836,308 - -
Other intangible assets 110,040 609,086 - -
Investments - - 420,233 1,507,233
415,944 1,600,868 420,233 1,507,233
CURRENT ASSETS
Inventories 199,121 231,784 - -
Trade and other receivables 593,440 819,695 618,390 1,563,936
Cash and cash equivalents 457,801 214,495 76,939 44,295
1,250,362 1,265,974 695,329 1,608,231
TOTAL ASSETS 1,666,306 2,866,842 1,115,562 3,115,464
LIABILITIES
CURRENT LIABILITIES
Financial liabilities (7,000) (134,019) - -
Trade and other payables (551,081) (660,844) (35,458) (43,777)
Other creditors and deferred (262,785) (215,236) - (87,745)
income
(820,866) (1,010,099) (35,458) (131,522)
NON CURRENT LIABILITIES
Financial liabilities - (7,000) - -
Provision for deferred grant (34,363) (81,869) - -
income
TOTAL LIABILITIES (855,229) (1,098,968) (35,458) (131,522)
NET ASSETS 811,077 1,767,874 1,080,104 2,983,942
EQUITY
Called up share capital 2,882,871 2,882,871 2,882,871 2,882,871
Share premium account 963,449 963,449 963,449 963,449
Retained losses (3,035,243) (2,078,446) (2,766,216) (862,378)
TOTAL EQUITY 811,077 1,767,874 1,080,104 2,983,942
GROUP STATEMENT OF CASH FLOWS
for the year ended 31 March 2009
Notes 2009 2008
£ £
CASH FLOWS FROM OPERATING ACTIVITIES 6 569,286 351,453
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire intangible fixed assets (236,318) (277,559)
Payments to acquire tangible fixed assets (39,134) (90,081)
Less grants received 83,491 86,974
(191,961) (280,666)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary share capital - 400,000
Share issue costs - (14,415)
Finance arrangement fees - (36,667)
Loan repayments (12,000) (19,195)
(12,000) 329,723
NET INCREASE IN CASH AND CASH EQUIVALENTS 365,325 400,510
1. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements
of the Company and entities controlled by the Company (its subsidiaries).
Control is achieved where the Company has the power to govern the financial
and operating policies of an investee entity so as to obtain benefits from
its activities.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those
used by the Group.
All intra-Group transactions, balances, income and expenses are eliminated
on consolidation.
2. REVENUE AND GEOGRAPHICAL ANALYSIS
Revenue represents the amounts derived from the provisions of goods and
services that fall into the Group's ordinary activities, stated net of
value added tax.
The Group operates in one principal area of activity, that of the
manufacture and supply of scientific instruments. It generates turnover on
a worldwide basis.
Turnover from continuing activities is analysed as follows:
2009 2008
£ £
Europe (including UK) 2,309,371 747,142
North America 250,486 1,093,646
Asia 274,158 643,267
Other 72,065 -
Total 2,906,080 2,484,055
3. LOSS PER ORDINARY SHARE
2009 2008
£ £
Basic weighted average number of shares in the period 73,657,416 64,586,378
Diluted weighted average number of shares in the 84,877,402 72,091,782
period
Loss attributable to members of the parent (958,108) (187,427)
undertaking
Basic loss per share (1.301p) (0.290p)
Diluted loss per share (1.129p) (0.260p)
4. EXEPTIONAL ITEMS
On 22 September 2009 one of the Group's subsidiary companies - Millbrook
Instruments Limited - entered administration. This resulted in the
following adjustments being included in the income statement:
£
Adjustment of carrying value of fixed assets to realisable value (10,056)
Write off of deferred development expenditure (448,745)
Write down of stock (117,219)
Release of deferred grant income 95,313
Impairment of goodwill (654,744)
The stock adjustment is included under the heading "Changes in inventories
of finished goods and work in progress" in the income statement whilst the
other adjustments are included in the heading "Depreciation and
amortisation expenses".
The results of Millbrook Instruments Limited which have been included in
the consolidated income statement were as follows:
£
Revenue 1,147,117
Expenses (1,666,055)
Release of loan due to Parent Company 870,369
Finance (costs) (1,010)
Profit before taxation 350,421
Research and development tax credits received 943
Profit after taxation 351,364
The net cash flows attributable to Millbrook Instruments Limited are as
follows:
£
Operating cash flow 250,762
Investing cash flows (135,179)
Financing cash flows (12,000)
Net cash inflow 103,583
In 2008 finance arrangement fees of £36,667 were included under "Other
expenses".
5. DISCONTINUED OPERATIONS - AQUILA INSTRUMENTS LTD
The Board agreed to sell Aquila Instruments Ltd in March 2008
and accordingly Aquila Instruments Ltd was treated as a
discontinued operation in the financial statements for the year
ended 31 March 2008. These financial statements included a
provision of £46,732 to cover the warranty and other liabilities
of the instruments sold by Aquila Instruments Ltd. In the event,
Aquila has continued to trade successfully and the Directors
have been able to release £46,732 of this provision to the
income statement. In addition, £25,000 has been recovered on a
loan to Aquila Instruments Ltd that had previously been written
off.
The sale was completed on the 18 June 2008.
Income/(loss) for the period from discontinued operations:
2009 2008
£ £
Recovery of loan previously written off 25,000 -
Release of provision 46,732 -
Post tax profit/(loss) of discontinued operations - (96,111)
Post tax loss on disposal of discontinued operations - (87,745)
71,732 (183,856)
The results of the discontinued operations, which have been included in the
consolidated income statement, were as follows:
2009 2008
£ £
Revenue - 147,654
Expenses - (243,349)
Finance (costs) - (416)
Loss before taxation - (96,111)
Research and development tax credits received - -
Loss after taxation - (96,111)
The net cash flows attributable to discontinued operations are as follows:
2009 2008
£ £
Operating cash flow 25,000 (143,183)
Investing cash flows - -
Financing cash flows - (7,195)
Net cash inflow/(outflow) 25,000 (150,378)
6. NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of operating profit/(loss) to net cash inflow/(outflow)
from operating activities
2009 2008
£ £
Loss for the period (958,108) (187,427)
Finance arrangement fees - 36,667
Share-based payments 1,311 35,038
Depreciation 52,584 38,530
Amortisation of intangibles/grant release 130,549 213,478
Impairment of intangibles 1,103,489 -
Decrease in inventories 32,663 98,587
(Increase)/Decrease in receivables 226,255 (152,707)
Increase/(Decrease) in payables (62,214) 213,679
Loss on disposal of intangible assets - 3,350
Disposal of subsidiary 32,701 -
Impairment of fixed assets 10,056 -
Transfer of asset for resale from fixed assets - 52,258
Net cash inflow from operating activities 569,286 351,453
Reconciliation of net cash flow to movement in net funds
2009 2008
£ £
Increase in net cash in the period 365,325 400,510
Movement in bank loan 12,000 19,195
Movements in net funds 377,325 419,705
Net funds/(net debt) at 1 April 2008 73,476 (346,229)
Net funds at 31 March 2009 450,801 73,476
Analysis of net funds
At 1 April Non-Cash At 31 March 2009
2008 Cash Flow Movements
£ £ £ £
Cash at bank and in hand 214,495 243,306 - 457,801
Overdraft (122,019) 122,019 - -
Bank loans due within one year (12,000) 12,000 (7,000) (7,000)
Bank loans due beyond one year (7,000) - 7,000 -
73,476 377,325 - 450,801
7. BASIS OF PRESENTATION
The financial information contained herein does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985. The
balance sheet at 31 March 2009 and the income statement, cash flow
statement and associated notes for the year then ended have been
extracted from the Group's statutory financial statements for the year
ended 31 March 2009 upon which the auditors' opinion is unqualified and
does not include any statement under Section 237 of the Companies Act
1985.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the Company for the year ended 31 March 2009 will be held at the offices of Millbrook Scientific Instruments plc, Willow House, Yale Business Village, Ellice Way, Wrexham LL13 7YL, on 30 October 2009 at 11am for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions:
Ordinary Business
1) To receive and adopt the Company's Accounts and Reports of the Directors and Auditors for the period ended 31 March 2009.
2) To re-elect P M Grasske, who retires by rotation in accordance with article 113, as a director of the Company.
3) To re-appoint Edwards Veeder (Oldham) LLP as auditors.
4) To authorise the directors of the Company to fix the remuneration of the auditors.
NOTES:
1. Any member of the Company entitled to attend, speak and vote at the above-mentioned meeting may appoint a proxy to exercise any of his rights to attend, speak and vote at that meeting on his behalf. A proxy need not be a member of the Company. Appointment of a proxy does not preclude a shareholder from attending and voting at that meeting should they wish to do so.
2. The following information, which is available for inspection during normal business hours at the registered office of the Company on any weekday (Saturdays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting, will also be available for inspection at the place of the Annual General Meeting for a period of 15 minutes prior to the meeting and until the conclusion of the meeting:
- copies of the service contracts of the directors of the Company;
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 the Company specifies that only those shareholders registered at 11am on 28 October 2009 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their names at that time. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.
By Order of the Board
P M Grasske
Company Secretary
5 October 2009
This information is provided by RNS
The company news service from the London Stock Exchange
END
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| 22-09-09 | AFX UK Focus |
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LONDON, Sept 22 (Reuters) - Millbrook Scientific Instruments:
((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
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| 22-09-09 | RNS |
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RNS Number : 4648Z Millbrook Scientific InstrumentsPLC 22 September 2009 Millbrook Scientific Instruments plc ('Millbrook' or the 'Group') Trading Update and Notification of Results As reported in the Group's trading update announced on 5 June 2009, the order intake for Millbrook Instruments Limited ("MIL"), the Group's subsidiary which manufactures the MiniSIMS instrument, decreased in the first quarter of the 2010 financial year. The Board believed that this would create pressure on the working capital of the Group if no action was taken and, given the level of fixed costs in the MiniSIMS business and the lumpy nature of its sales, the Board therefore resolved that it would implement a programme to cut costs and conserve cash whilst it considered its strategic options in respect of the MIL business. In the second quarter of the financial year, the Board has cut costs in the MiniSIMS business with the active cooperation of its staff but unfortunately, despite the best efforts of MIL's management, the order intake has not picked up significantly and MIL has continued to be cash flow negative for the Group. This has increased pressure on the working capital of the Group as a whole. In light of the above and following the completion of the strategic review of the MiniSIMS business which was undertaken in conjunction with Zeus Capital, the Group's financial adviser, the Board has, with regret, taken the decision to place MIL into administration. The Board believes that this action is in the best interests of shareholders since it will stop the cash burn associated with the MIL business, allow management to focus on the Group's other subsidiary, Micro Materials Limited and should enable the financial position of the Group to be stabilised. The Board is pleased to announce that Micro Materials Limited, the subsidiary based in Wrexham which manufactures the NanoTest, continues to trade satisfactorily in a difficult economic environment. The Board will continue to explore ways in which to develop the NanoTest business while also seeking to reduce central costs further, in light of the reduction in size of the Group. As announced previously, the Group expected to announce the results for the financial year ended 31 March 2009 in the week commencing 21 September 2009. The Group now expects to publish its annual audited accounts in the week commencing 5 October 2009. AIM Rule 19 requires an AIM company to publish annual audited accounts not later than six months after the end of the financial year. Since Millbrook will be in breach of AIM Rule 19, trading in Millbrook's shares will be suspended until the annual audited accounts are published. The registered office of Millbrook has been changed to Willow House, Yale Business Village, Ellice Way, Wrexham Technology Park, Wrexham, LL13 7YL. For more information please contact:- Millbrook Scientific Instruments plc Stephen Blank, Chairman Paul Grasske, Chief Executive Officer Tel: +44 (0) 1978 261 615 www.millbrook-instruments.com Zeus Capital Limited Alex Clarkson /Tom Rowley Tel: +44 (0)161 831 1512 www.zeuscapital.co.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 22-09-09 | RNS |
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RNS Number : 4653Z AIM 22 September 2009
NOTICE (661) 22/09/2009 13:30
TEMPORARY SUSPENSION OF TRADING ON AIM
MILLBROOK SCIENTIFIC INSTRUMENTS PLC At the request of the company trading on AIM for the under-mentioned securities has been temporarily suspended from 22/09/2009 13:30, pending publication of the company's annual audited report and accounts.
Ordinary Shares of 1p each (3161261)(GB0031612616)
If you have any queries relating to the above, please contact the company's nominated adviser on 0161 831 1512 Ref: AIMNOT661 This information is provided by RNS The company news service from the London Stock Exchange END
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| 03-09-09 | RNS |
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RNS Number : 4561Y Millbrook Scientific InstrumentsPLC 03 September 2009
underlying issuer of existing
shares to which voting rights are
attached:
2. Reason for the notification (please tick the
appropriate box or boxes)
An acquisition or disposal of financial instruments
which may result in the acquisition of shares already
issued to which voting rights are attached
An event changing the breakdown of voting rights
Other (please specify):
to the notification obligation:
4. Full name of shareholder(s) (if
different from 3.):
date on which the threshold is
crossed or reached if different):
crossed or reached: 8. Notified details:
A: Voting rights attached to shares
CODE
B: Financial Instruments
Resulting situation after the triggering transaction
Total (A+B)
Number of voting rights % of voting rights
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: Barclays Stockbrokers Ltd Proxy Voting: 10. Name of the proxy holder: 11. Number of voting rights proxy holder will cease to hold: 12. Date on which proxy holder will cease to hold voting rights:
13. Additional information:
ANNEX NOTIFICATION OF MAJOR INTERESTS IN SHARES
A: Identity of the person or legal entity subject to the notification obligation
Full name (including legal form for legal entities)
Contact address (registered office for legal entities)
Phone number
Other useful information (at least legal representative for legal persons)
Full name
Contact address
Phone number
Other useful information (e.g. functional relationship with the person or legal
entity subject to the notification obligation)
This information is provided by RNS The company news service from the London Stock Exchange END
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