Arcontech Group PLC
8th Floor, Finsbury Tower
103-105 Bunhill Row
LONDON EC1Y 8LZ
tel: +44 (0)20 7256 2300
web: www.arcontech.com
email: mail@arcontech.com
Arcontech Group PLC
Report and financial statements for the year ended 30 June 2009
REGISTERED NUMBER: 4062416 (England and Wales)
Arcontech Group PLC
Year ended 30 June 2009
Page
1-2
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5
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9
10-11
12
13
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17 - 39
40 - 42
Contents
Chairman’s statement
Chief executive’s review
Company information
Board of Directors
Directors’ report
Statement of Directors’ responsibilities
Independent auditors’ report
Group income statement
Statement of changes in equity
Balance sheets
Group cash flow statement
Company cash flow statement
Notes to the financial statements
Notice of annual general meeting
ARCONTECH GROUP PLC
Chairman’s Statement
Commentary
The year ended 30 June 2009 has been one of significant change for Arcontech Group PLC. It brought to a
close our involvement with the loss-making MarketTerminal business; the company’s name was changed to
Arcontech Group PLC, reflecting our focus on the CityVision market data platform and AXE, the CFD and
spread betting business.
We have also rationalised our cost base to improve our efficiency and competitiveness. This leaves the
Company well placed to benefit from the improved market conditions for our products and services which is
now evident.
Turnover from continuing operations for the year ended 30 June 2009 amounted to £1,395,078 (2008:
£1,177,173). The Group reported a reduced loss for the year of £470,550 (2008: £1,637,498). Underlining this
was a significant reduction in the loss for the second half of the year of £71,237 compared to £399,313 in the
first half and £722,535 in the corresponding six months to June 2008, reflecting the reduction in costs and an
improvement in new business activity. Contracted recurring revenues for the year amounted to £678,009 (2008:
£473,746), representing 49% of total revenue (2008: 40%).
Having reduced our cost base and improved operational efficiency our focus is now on increasing the level of
new sales. The company has the capacity to deliver increases in turnover without significantly expanding its cost
base so that any increase in sales adds disproportionately to the overall level of profit achieved.
It continues to be our intention to increase our investment in sales and marketing.
Financing and Share Placing
The Group had cash of £426,710 at 30 June 2009 (30 June 2008: £1,082,604) and £374,478 at 31 December
2008. As expected, the Arcontech business was broadly cash neutral at the operating level in the second half of
the year.
To strengthen our balance sheet and provide further support and resources for our sales and marketing drive we
have, in September 2009, placed 776,635,000 shares (of which 199,750,000 are subject to shareholder approval
at the Annual General Meeting) at 0.2 pence per share to raise additional funds of approximately £1.5 million,
after anticipated costs. This share placing was supported by both existing and new shareholders and we thank
them for their support.
Management and Staff
I would like to thank our management and staff for their continued hard work, commitment and dedication
during what undoubtedly has been a challenging year.
Having been through a period of cost reduction and business realignment when a number of people left the
company, we are now entering a period of growth and investment and I am confident that all our staff will
continue to support and contribute to the future success of the business.
Outlook
As with many businesses of similar size to Arcontech, predicting the financial outcome over a relatively short
period is always difficult and fraught with uncertainty. The timing of contract-wins and the precise point of
delivery or deployment of a system is not easy to determine.
That said, the new business won by Arcontech in the second half of the year and the increasing level of new
prospects for our CityVision and AXE products, together with our recently strengthened balance sheet gives
great encouragement that significant opportunities for growth exist.
ARCONTECH GROUP PLC
Page 1
Chairman’s Statement (continued)
We are optimistic for the prospects of the business in the coming year.
Richard Last
Chairman
18 September 2009
ARCONTECH GROUP PLC
Page 2
Chief Executive’s Review
This review comes after my first full year as CEO, one that has seen a great deal of change and some significant
successes despite perhaps the worst market conditions I have ever experienced.
The year had four main themes:
•
•
•
•
dealing with issues following the decision to withdraw from the MarketTerminal business
streamlining the business and reducing costs in response to the prevailing economic climate
restructuring and building business momentum and the sales pipeline for the proven Arcontech
CityVision products
developing and enhancing products in response to customer demand
Following withdrawal from the MarketTerminal business during 2008 the group was renamed and the business
refocused under the “Arcontech Group PLC” banner.
Regrettably staff reductions were necessary but were mostly achieved by normal staff turnover. We have the
entire technical team from the time of the merger with KTS intact and, indeed, have expanded this resource,
leaving us in a strong position to address market opportunities. I wish to thank the staff for their splendid efforts
and support during such a difficult time.
Working with our sell-side investment banking clients, we have continued to enhance Arcontech’s traditional
‘CityVision’ market data platform, identifying opportunities for new and existing products.
We are addressing sales and marketing of CityVision with both new and re-assigned resource. This has led to
important business with major new banking clients in the second half, significantly reducing losses, greatly
helping cash flow, and adding to growth in recurring annual revenue.
Increased international activity is also yielding results and we are seeing strong interest from several regions,
with active product evaluations and contract negotiations in process. Our independence from the major data
vendors is an important factor and is fundamental in many of these opportunities. We are the largest
independent company with proven products in some areas - indeed, the only credible firm in some cases.
The legacy track record has impeded sales progress in some instances due to concerns over financial stability.
However, we believe that the improvement in this year’s results, together with a strong balance sheet following
the recent funding round, will counter this concern. CityVision will benefit from planned increases in sales and
marketing over the next 12 months.
The core development of AXE, our platform for on-line and telephone trading of retail derivatives, is now
substantially complete. We currently have two customers with expanding client bases - one involved with both
Contracts for Difference trading (CFDs) and financial spread betting and the other with CFD trading.
The “credit crunch” has affected the previously buoyant market for such systems. We minimised sales and
marketing costs but continued to develop the product, working with our existing clients. We are seeing early
signs of recovery in this area and will be increasing sales and marketing imminently.
Existing operators in this area continue to sign up new clients, often via ‘white labels’ for introducing brokers
(IBs). We believe that there will be considerable opportunities for AXE and its component technology as larger
IBs see the benefits of offering margin products directly to their retail clients and via their own IB arrangements.
Overall, I am pleased that the note of optimism expressed last year was well founded and that we have gained
some significant new business. The pipeline today of identifiable, well qualified prospects is considerably
stronger than it was for the corresponding period of 2008.
I look forward to working with staff, clients and prospects to achieve the growth that we believe is possible in
the coming year.
Andrew Miller
Chief Executive
18 September 2009
ARCONTECH GROUP PLC
Page 3
Company Information
Directors
Richard Last (Chairman and Non-Executive Director)*+
Andrew Miller (Chief Executive)+
Michael Levy (Group Finance Director)
Louise Barton (Non-Executive Director)*+
Secretary and Registered Office
Nominated Adviser
and Broker
Michael Levy
8th Floor
Finsbury Tower
103-105 Bunhill Row
London EC1Y 8LZ
Astaire Securities Plc
30 Old Broad Street
London EC2N 1HT
Registered Number
4062416
Solicitors
Auditors
Registrars
Principal Bankers
TLT LLP
One Redcliff Street
Bristol BS1 6TP
Nexia Smith & Williamson LLP
Statutory Auditor
Chartered Accountants
Portwall Place
Portwall Lane
Bristol
BS1 6NA
Capita IRG Plc
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0LA
HSBC Bank Plc
20 Eastcheap
London
EC4N 6AR
Company website
www.arcontech.com
* Members of the Remuneration Committee
+ Members of the Audit Committee
ARCONTECH GROUP PLC
Page 4
Board of Directors
Directors - Executive
Andrew Miller (51)
Andrew was appointed Chief Technology Officer in September 2007 and subsequently Chief Executive in
December 2007. Andrew has been Managing Director of Arcontech Limited since 2000. He conceived the
CityVision product strategy in response to market demand for fast, reliable, cost-effective alternatives. He is a
vocal advocate of technology to reduce costs and increase quality of real-time market data and has been
instrumental in turning Arcontech Limited into an award-winning technology provider in the City with a blue-
chip client list.
Michael Levy (47)
Michael was appointed Group Finance Director in May 2001. In addition he operates his own Chartered
Accountants practice, Michael Levy & Co. Michael obtained a BA (Econ) in Economics and Social Studies
from the University of Manchester in 1983. He qualified as a Chartered Accountant in 1986 with BDO Stoy
Hayward and is a Fellow of The Institute of Chartered Accountants in England & Wales.
Directors – Non-Executive
Richard Last (52)
Richard was appointed Chairman and Non-Executive Director in February 2007. He has over 15 years’ senior
experience in information technology, having worked at board level for a number of publicly quoted and private
companies operating in this sector. Currently, he is Chairman of Patsystems plc, an AIM listed provider of
solutions for futures trading and exchange systems, and the British Smaller Technology Companies VCT 2 plc,
a fully listed venture capital trust. Richard also sits on the Boards of Corero plc, an AIM listed IT solutions
provider, Lighthouse Group plc, an AIM listed financial services group and the British Smaller Companies VCT
plc, a fully listed venture capital trust, as well as a number of other private businesses.
Louise Barton (59)
Louise was appointed Non-Executive Director in February 2007. She has more than 26 years’ experience as an
investment analyst. Louise’s background embraces a high profile City career, including having held senior
positions with fund management group Prudential Portfolio Managers and stockbrokers CCF Laurence Prust
and Investec Securities.
ARCONTECH GROUP PLC
Page 5
Directors’ Report
The Directors present their Report and financial statements for the year ended 30 June 2009.
Principal activities
The principal activities of the Company and its subsidiaries during the year were the development and sale of
proprietary software and provision of computer consultancy services.
Review of the business and prospects
A full review of the operations, financial position and prospects of the Group is given in the Chairman’s
Statement and Chief Executive’s Summary on pages 1 to 3.
Results and dividends
Details of the results for the year are given on page 12. The Directors do not recommend the payment of a
dividend. (2008: £Nil).
Key performance indicators (KPIs)
The Directors monitor the business using management reports and information, reviewed and discussed at
monthly Board meetings. Financial and non-financial KPIs used in this report include:
-
-
-
-
subscription, software development and consultancy revenues
revenue and overhead variations against budget
technical development (e.g. project updates and progress)
personnel matters
As noted in the income statement on page 12, revenue from continuing operations for the year has increased by
19%, whilst distribution and administrative costs from continuing operations (excluding exceptional items) for
the year decreased by 15%, resulting in the operating loss before tax from continuing operations decreasing by
57%.
Principal risks and uncertainties
The Group’s performance is affected by a number of risks and uncertainties, which the Board monitor on an
ongoing basis in order to identify, manage and minimise their possible impact. General risks and uncertainties
include changes in economic conditions, interest rate fluctuations and the impact of competition. Examples of
specific risk areas and the action taken to mitigate their outcome are shown below:
Risk area
Competition
Mitigation
Ongoing investment in R&D
Responding to the changing needs of clients to remain competitive
Loss of key personnel
Keyman insurance policies held for certain senior management
Employee share option scheme in place
Directors
The Directors who have held office during the period from 1 July 2008 to the date of this report are
as follows:
Richard Last
Andrew Miller
Michael Levy
Louise Barton
In accordance with the Company’s Articles of Association, Louise Barton, who retires by rotation, offers herself
for re-election.
ARCONTECH GROUP PLC
Page 6
Directors’ Report (continued)
Directors (continued)
Except as disclosed in note 25 to the financial statements none of the Directors had an interest in any contracts
with the Company or its subsidiaries during the year.
Employees
The Directors recognise the importance of good communication with employees to ensure a common awareness
of factors affecting the Group. They also recognise their statutory responsibilities. Matters of current concern or
interest are discussed with staff on a regular basis.
Charitable and political contributions
The Group did not make any political or charitable donations during the year.
Corporate Governance
The Company’s shares are traded on AIM, a market operated by the London Stock Exchange and the Company
is not, therefore, required to report on compliance with the Combined Code (“the Code”). However, the Board
of Directors support the Code and also the recommendations made by Quoted Companies Alliance in its bulletin
“Guidance for Smaller Quoted Companies”. The bulletin provides a series of recommendations for smaller
quoted companies in approaching the question of corporate governance.
Internal control
The Directors acknowledge their responsibilities for the Group’s system of internal control. The Board considers
major business and financial risks. All strategic decisions are referred to the Board, which meets monthly, for
approval. Accepting that no system of control can provide absolute assurance against material misstatement or
loss, the Directors believe that the established systems of internal control within the Group are appropriate to the
business.
Financial risk management
The Group's financial instruments comprise cash and cash equivalents, and items such as trade payables and
trade receivables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate fluctuations and liquidity risk. It
is the Group’s policy to finance it’s operations through a mixture of cash and, where appropriate, external
finance and to review the projected cash flow requirements of the Group with an acceptable level of risk
exposure.
Going concern
On the basis of current projections, having regard to the facilities available to the Group and the share placing
referred to in note 29, the Directors consider that the Group has adequate resources to continue in operational
existence for the foreseeable future. Accordingly the Directors have adopted the going concern basis in the
preparation of the financial statements.
Supplier payment policy
The Group’s policy is to settle the terms of payment with suppliers when agreeing the terms of each transaction,
and to ensure that suppliers are made aware of the terms of payment and abide by them. At 30 June 2009, the
average trade payables for the Group, expressed as a number of days, were 112 days (2008: 52 days).
Research and Development
The Group continues to make progress in product development, while continuing to keep control of costs.
Research and development expenditure is charged to the income statement in the year incurred, unless it meets
the criteria under IAS 38 to capitalise.
ARCONTECH GROUP PLC
Page 7
Directors’ Report (continued)
Disclosures to auditors
In the case of each of the persons who are Directors at the time when the report is approved, the following
applies:
-
-
so far as each of the Directors are aware, there is no relevant audit information of which the Company’s
auditors are unaware; and
each of the Directors have taken all the steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish that the Company’s auditors are aware
of that information.
This information is given and should be interpreted in accordance with the provisions of s418 of the Companies
Act 2006.
Auditors
A resolution to re-appoint Nexia Smith & Williamson LLP as the Group’s Auditors for the ensuing year will be
proposed at the Annual General Meeting in accordance with section 489 of the Companies Act 2006.
On behalf of the Board
Michael Levy
Company Secretary
18 September 2009
ARCONTECH GROUP PLC
Page 8
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in accordance with applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006. Under company
law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the group and of the profit or loss of the group for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state that the financial statements comply with IFRSs as adopted by the European Union;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group will continue in business;
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the company's transactions and disclose with reasonable accuracy at any time the financial position of the
company and enable them to ensure that the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
ARCONTECH GROUP PLC
Page 9
Independent Auditors’ Report to the shareholders of
Arcontech Group PLC
We have audited the financial statements of Arcontech Group PLC for the year ended 30 June 2009 which
comprise the Group Income Statement, the Group and Parent Company Statement of Changes in Equity, the
Group and Parent Company Balance Sheets, the Group and Parent Company Cash Flow Statements and the
related notes 1 to 33. The financial reporting framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards
the parent company financial statements, as applied in accordance with the provisions of the Companies Act
2006.
This report is made solely to the company’s members, as a body, in accordance with Section 495 and 496 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 9, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices
Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at
www.frc.org.uk/apb/scope/UKNP.
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and the parent company’s
affairs as at 30 June 2009 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in accordance with the provisions of the Companies Act
2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
ARCONTECH GROUP PLC
Page 10
Independent Auditors’ Report to the shareholders of
Arcontech Group PLC
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
•
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Steven Coombe
Senior Statutory Auditor, for and on behalf of
Nexia Smith & Williamson LLP
Statutory Auditor
Chartered Accountants
Portwall Place
Portwall Lane
Bristol
BS1 6NA
18 September 2009
ARCONTECH GROUP PLC
Page 11
Group Income Statement
For the year ended 30 June 2009
Continuing operations
Revenue
Distribution costs
Administrative costs
Administrative costs - exceptional
Operating loss from continuing operations
Finance income
Loss before taxation from continuing operations
Taxation
Loss for the year from continuing operations
Discontinued operations
Profit/(loss) for the year after tax from discontinued operations
Loss for the year
Earnings per share (basic and diluted)
From continuing operations
From discontinued operations
From continuing and discontinued operations
Note
2009
£
2008
£
3
1,395,078
1,177,173
4
5
9
10
11
(37,138 )
(32,677)
(1,930,576 )
(2,287,111)
(2,103 )
(222,062)
(574,739 )
(1,364,677)
8,417
36,548
(566,322 )
(1,328,129)
38,458
67,754
(527,864 )
(1,260,375)
57,314
(377,123)
(470,550 )
(1,637,498)
(0.07 )p
0.01 p
(0.06 )p
(0.24)p
(0.07)p
(0.31)p
The notes on pages 17 to 39 form part of these accounts.
ARCONTECH GROUP PLC
Page 12
Statement of Changes in Equity
For the year ended 30 June 2009
Group:
Share
capital
Share
premium
£
£
Share
option
reserve
£
Retained
earnings
Shares to
be issued
Total
equity
£
£
£
Balance at 1 July 2007
Loss for the year
Total recognised income and expenses
for the year
332,532 6,316,870
-
-
-
-
-
-
-
(5,279,626)
-
(1,637,498) -
1,369,776
(1,637,498)
(1,637,498)
-
(1,637,498)
Share-based payments
Issue of equity share capital
Balance at 30 June 2008
Loss for the year
Total recognised income and expenses
for the year
-
403,911
-
2,200,070
45,920
-
-
-
-
-
45,920
2,603,981
736,443 8,516,940
45,920 (6,917,124) -
2,382,179
-
-
- -
-
-
(470,550) -
(470,550)
(470,550)
-
(470,550)
Share-based payments
Recognition of equity shares to be issued
-
-
-
-
62,822
-
-
-
-
200,606
62,822
200,606
Balance at 30 June 2009
736,443 8,516,940
108,742 (7,387,674) 200,606
2,175,057
Company:
Share
capital
Share
premium
£
£
Share
option
reserve
£
Retained
earnings
Shares to
be issued
Total
equity
£
£
£
Balance at 1 July 2007
Loss for the year
Total recognised income and expenses
for the year
332,532
-
6,316,870
-
-
-
-
-
-
(5,658,707)
-
(1,300,854) -
990,695
(1,300,854)
(1,300,854)
-
(1,300,854)
Share-based payments
Issue of equity share capital
Balance at 30 June 2008
Loss for the year
Total recognised income and expenses
for the year
-
403,911
-
2,200,070
45,920
-
-
-
-
-
45,920
2,603,981
736,443
8,516,940
45,920 (6,959,561) -
2,339,742
-
-
- -
-
-
(324,882) -
(324,882)
(324,882) -
(324,882)
Share-based payments
Recognition of equity shares to be issued
-
-
-
-
62,822
-
-
-
-
200,606
62,822
200,606
Balance at 30 June 2009
736,443 8,516,940
108,742 (7,284,443) 200,606
2,278,288
The notes on pages 17 to 39 form part of these accounts.
ARCONTECH GROUP PLC
Page 13
Balance Sheets
As at 30 June 2009
Non-current assets
Goodwill
Property, plant and equipment
Investments in subsidiaries
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Group
2009
£
Group
2008
£
Company
2009
£
Company
2008
£
1,715,153
1,634,547
57,638
154,390
-
-
-
-
-
-
2,017,372
2,016,060
1,772,791
1,788,937
2,017,372
2,016,060
521,328
563,159
196,473
128,685
426,710
1,082,604
88,280
404,579
Note
12
13
14
15
16
Total current assets
948,038
1,645,763
284,753
533,264
Current liabilities
Trade and other payables
17
(545,772 )
(1,052,521 )
(23,837 )
(209,582)
Total current liabilities
(545,772 )
(1,052,521 )
(23,837 )
(209,582)
Net current assets
402,266
593,242
260,916
323,682
Net assets
2,175,057
2,382,179
2,278,288
2,339,742
Equity
Called up share capital
Shares to be issued
Share premium account
Share option reserve
19
20
20
20
736,443
200,606
736,443
-
736,443
200,606
736,443
-
8,516,940
8,516,940
8,516,940
8,516,940
108,742
45,920
108,742
45,920
Retained earnings
(7,387,674 )
(6,917,124 )
(7,284,443 )
(6,959,561)
2,175,057
2,382,179
2,278,288
2,339,742
Approved on behalf of the board on 18 September 2009 by:
Andrew Miller
Chief Executive
Michael Levy
Group Finance Director
The notes on the pages 17 to 39 form part of these accounts.
ARCONTECH GROUP PLC
Page 14
Group Cash Flow Statement
For the year ended 30 June 2009
Note
2009
£
2008
£
Continuing operations
Net cash used in operating activities
23
(687,627 )
(1,162,698 )
Investing activities
Interest received
Acquisition of subsidiary, net of cash acquired
22
Purchases of plant and equipment
Disposal of plant and equipment
7,193
-
(1,956 )
19,500
36,548
(784,523 )
(75,178 )
-
Net cash received/(used) in investing activities
24,737
(823,153 )
Financing activities
Proceeds on issue of shares
Expenses paid in connection with share issues
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents from continuing
operations
Discontinued operations
Cash flows from operating activities
Cash flows from investing activities
Net increase/(decrease) in cash and cash equivalents from discontinued
operations
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
20
23
-
-
-
2,239,000
(130,019 )
2,108,981
(662,890 )
123,130
4,067
2,929
6,996
(655,894 )
(519,153 )
5,176
(513,977 )
(390,847 )
1,082,604
1,473,451
Cash and cash equivalents at end of year
16
426,710
1,082,604
The notes on the pages 17 to 39 form part of these accounts.
ARCONTECH GROUP PLC
Page 15
Company Cash Flow Statement
For the year ended 30 June 2009
Net cash used in operating activities
23
(320,263 )
(1,321,842 )
Note
2009
£
2008
£
Investing activities
Interest received
Acquisition of subsidiary
Net cash generated from/(used in) investing activities
Financing activities
Proceeds on issue of shares
Expenses paid in connection with share issues
Net cash generated from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
22
19
20
16
3,964
23,692
-
(1,321,763 )
3,964
(1,298,071 )
-
-
-
2,239,000
(130,019 )
2,108,981
(316,299 )
(510,932 )
404,579
88,280
915,511
404,579
The notes on the pages 17 to 39 form part of these accounts.
ARCONTECH GROUP PLC
Page 16
Notes to the Financial Statements
For the year ended 30 June 2009
1.
Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the
period covered by these financial statements.
Reporting entity
Arcontech Group PLC (“the Company”) is a company incorporated in the United Kingdom. The consolidated
financial statements incorporate the financial statements of the Company and its subsidiaries (together
referred to as “the Group”).
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) endorsed by the European Union and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
On the basis of current projections, confidence of future profitability and the share placing referred to in note 29
the Directors have adopted the going concern basis in the preparation of the financial statements.
The financial statements have been prepared under the historical cost convention.
Effect of new IFRS and changes to IFRS
Standards, interpretations and amendments to existing standards that have been published, and are mandatory to
accounting periods beginning on or after 1 July 2009 or later periods and that have not been early adopted by the
Group or the Company are as follows:
•
•
•
•
•
•
•
•
•
•
IAS 1: Presentation of Financial Statements (EU adopted) - comprehensive revision including requiring
a statement of comprehensive income.
IAS 1: Presentation of Financial Statements (EU adopted) - amendments relating to disclosure of
puttable instruments and obligations arising on liquidation.
IAS 23: Borrowing Costs (EU adopted) - comprehensive revision to prohibit immediate expensing.
IAS 27: Consolidated and Separate Financial Statements (revised) (EU adopted).
IAS 27: Consolidated and Separate Financial Statements (EU adopted) - amendment relating to
measuring the cost of investments in subsidiaries.
IAS 32: Financial Instruments: Presentation (EU adopted) - amendments relating to puttable
instruments and obligations arising on liquidation.
IFRS 1: First Time Adoption of IFRS (EU adopted) - amendment relating to measuring the cost of
investments in subsidiaries.
IFRS 2: Share-based Payment (EU adopted) - amendment relating to vesting conditions and
cancellations.
IFRS 3: Business Combinations (revised) (EU adopted).
IFRS 8: Operating Segments (EU adopted) - there will be no material impact on the financial
statements from application as this is an existing disclosure standard.
There is no material effect of the above standards on the reported results of the Group and Company.
Additional disclosures will be made to comply with the requirements of the new standards when implemented.
ARCONTECH GROUP PLC
Page 17
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
1. Accounting policies (continued)
Changes in standards or interpretations which are not currently mandatory to the Group's and Company’s
activities are as follows:
Effect of new IFRS and changes to IFRS (continued)
•
•
•
•
•
•
IFRS 1: First Time Adoption of IFRS - improved structure (not yet EU adopted).
IFRS 1: First Time Adoption of IFRS - optional exemptions for first-time adopters of IFRS (not yet EU
adopted).
IFRS 2: Share-based Payment - amendment to clarify the scope and interaction with other standards
(not yet EU adopted).
IFRS 7: Financial Instruments: Disclosures - amendment relating to disclosures of liquidity risk (not
yet EU adopted).
IFRIC 17: Distributions of Non-cash Assets to Owners (not yet EU adopted).
IFRIC 18: Transfers of Assets from Customers (not yet EU adopted).
There is no material effect of the above standards on the reported results of the Group and Company. Additional
disclosures will be made to comply with the requirements of the new standards when implemented.
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and entities controlled by
the Company (its subsidiaries) prepared to 30 June 2009. 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.
Business combinations and goodwill
On acquisition, the assets and liabilities and contingent liabilities of subsidiaries are measured at their fair value at
the date of acquisition. Any excess of cost of acquisition over the fair values of the identifiable net assets
acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the
identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of
acquisition. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least
annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts
receivable for goods and services provided in the normal course of business, net of discounts, VAT and other
sales related taxes.
Sales of goods are recognised when delivered and title has passed.
Revenue arising from the provision of services is recognised when and to the extent that the Group obtains
the right to consideration in exchange for the performance of its contractual obligations as follows:
Subscriptions, consultancy, advertising and sponsorship – on a time basis over the contract period.
ARCONTECH GROUP PLC
Page 18
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
1.
Accounting policies (continued)
Taxation
The tax credit represents the sum of the tax currently recoverable and any deferred tax.
The tax credit is based on the taxable loss for the year. Taxable loss differs from net loss as reported in
the income statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax
is calculated using tax rates that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries,
except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or
the asset realised. Deferred tax is charged or credited to the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current assets and liabilities on a net basis.
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees receive remuneration in the
form of shares or share options, is recognised as an employee benefit expense in the income statement.
The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair
value (excluding the effect of non market-based vesting conditions) at the date of grant. The assumptions
underlying the number of awards expected to vest are subsequently adjusted for the effects of non market-based
vesting to reflect the conditions prevailing at the balance sheet date. Fair value is measured by the use of the
Black-Scholes model. The expected life used in the model has been adjusted, based on management’s best
estimate, for the effects of the non- transferability, exercise restrictions and behavioural considerations.
ARCONTECH GROUP PLC
Page 19
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
1.
Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment
loss.
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, on the following
bases:
Leasehold property
Computer equipment
Office furniture and equipment
-
-
-
over the period of the lease
33% - 40% on cost
20% - 25% on reducing balance
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment.
Financial instruments
Financial assets and financial liabilities are recognised on the balance sheet when the Group becomes a party to
the contractual provisions of the instrument.
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance
of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received,
net of direct issue costs.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured
at amortised cost using the effective interest method. A provision is established when there is objective
evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised
in the income statement.
Trade and other payables
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost,
using the effective interest rate method.
Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity
of three months or less.
Leasing commitments
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the
relevant lease.
Research and development
Research costs are charged to the income statement in the year incurred. Development expenditure is capitalised
to the extent that it meets all of the criteria required by IAS38, otherwise it is charged to the income statement in
the year incurred.
ARCONTECH GROUP PLC
Page 20
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
1.
Accounting policies (continued)
Pension costs and other post-retirement benefits
The Group makes payments to directors’ personal pension schemes. Contributions payable for the year are
charged in the income statement.
Discontinued operations
A discontinued operation is a component of the Group that has either been disposed of during the year, or that is
classified as held-for-sale, which represents a separate major line of business or geographical area of operations
or is part of a single coordinated plan to dispose of a separate line of business or geographical area of operations.
Discontinued operations are presented in the income statement as a separate line and are shown net of tax.
2. Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with generally accepted accounting practice requires
management to make estimates and judgements that affect the reported amounts of assets and liabilities as well
as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of
revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting judgements:
Share-based payments
In determining the fair value of equity settled share-based payments and the related charge to the income
statement, the Group makes assumptions about future events and market conditions. In particular, judgement
must be made as to the likely number of shares that will vest, and the fair value of each award granted. The fair
value is determined using a valuation model which is dependent on further estimates, including the Group’s
future dividend policy, employee turnover, the timing with which options will be exercised and the future
volatility in the price of the Group’s shares. Such assumptions are based on publicly available information and
reflect market expectations and advice taken from qualified personnel. Different assumptions about these factors
to those made by the Group could materially affect the reported value of share-based payments.
Key sources of estimation uncertainty:
Bad debt and inventory provisions
The trade receivables balances recorded in the Group’s balance sheet comprise a relatively small number of
large balances. A full line by line review of trade receivables is carried out at the end of each month. Whilst
every attempt is made to ensure that the bad debt and inventory provisions are as accurate as possible, there
remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectible and
the inventory is not sold at its carrying amount.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating
units to which goodwill has been allocated. The value in use calculation requires the Group to estimate the
future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to
calculate the present value. No provision for impairment was made in the year and the carrying value of goodwill
at the balance sheet date was £1,715,153 (2008: £1,634,547).
ARCONTECH GROUP PLC
Page 21
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
3. Revenue
An analysis of the Group’s revenue is as follows:
Financial information service, advertising and sponsorship, software
development and consultancy
Continuing and discontinued operations
Discontinued operations
Continuing operations
2009
£
2008
£
1,395,078
1,939,604
-
(762,431 )
1,395,078
1,177,173
4. Administrative costs – exceptional:
Directors’ remuneration – payment in lieu of notice
(in respect of Marc Pinter-Krainer, the former Chief Executive)
Restructuring costs – office relocation expenses
5. Operating loss for the year is stated after charging:
Depreciation of plant and equipment
Loss on disposal of fixed assets
Staff costs (see note 8)
Operating lease rentals - land and buildings (see note 24)
Research and development
6. Auditor’s remuneration:
Fees payable to the Group’s auditor for the audit of the Group’s annual
accounts
Fees payable to the Group’s auditor for other services:
- audit of the Company’s subsidiaries, pursuant to legislation
- other services
2009
£
2,103
-
2,103
2009
£
41,983
37,225
2008
£
135,315
86,747
222,062
2008
£
47,580
171
1,480,579
1,890,619
55,300
55,300
676,233
1,217,414
2009
£
2008
£
16,500
12,000
8,500
515
8,500
4,225
ARCONTECH GROUP PLC
Page 22
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
7.
Business and geographical segments:
For management purposes, the Group is currently organised into two main operating divisions:
Financial information service and advertising and sponsorship (Knowledge Technology Services Limited) and
software development and consultancy (Arcontech Limited). These divisions are the business segments for
which the Group reports its primary segment information. The Group’s operations are predominantly in one
geographical segment, the United Kingdom.
Revenue by segment
Financial information service, advertising
and sponsorship
Sales attributable to discontinued operations
Software development and consultancy
Revenue from continuing operations
Operating profit/( loss) by segment
Financial information service, advertising
and sponsorship
Software development and consultancy
Unallocated overheads
Operating profit/(loss) attributable to
discontinued operations
Total operating loss
Finance income
Taxation
Total loss after tax as reported in the
Group income statement
Carrying value of assets by segment
Financial information service, advertising
and sponsorship
Software development and consultancy
Unallocated assets
Total assets
2009
£
2008
£
63,880
902,427
-
(762,431)
63,880
139,996
1,331,198
1,037,177
1,395,078
1,177,173
(266,349 )
(575,987)
17,451
(379,794)
(325,841 )
(408,896)
(574,739 )
(1,364,677)
54,385
(382,299)
(520,354 )
(1,746,976)
11,346
38,458
41,724
67,754
(470,550 )
(1,637,498)
68,268
604,731
838,555
772,991
1,814,006
2,056,978
2,720,829
3,434,700
ARCONTECH GROUP PLC
Page 23
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
7.
Business and geographical segments (continued):
Carrying value of liabilities by segment
Financial information service, advertising
and sponsorship
Software development and consultancy
Unallocated liabilities
Total liabilities
Additions of property, plant and
equipment assets by segment
Financial information service, advertising
and sponsorship
Software development and consultancy
Total additions
Depreciation of property, plant and
equipment assets recognised in the period
by segment
Financial information service, advertising
and sponsorship
Software development and consultancy
Total depreciation
2009
£
2008
£
37,598
344,890
484,337
497,034
23,837
210,597
545,772
1,052,521
-
75,177
1,956
1,956
172,150
247,327
33,966
8,017
41,983
41,551
6,029
47,580
ARCONTECH GROUP PLC
Page 24
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
8.
Staff costs
a)
Aggregate staff costs, including Directors’ remuneration
Wages and salaries
Social security costs
Pension contributions
Share-based payments
b)
The average number of employees (including executive
Directors) was:
Sales and administration
c)
Directors’ emoluments
Short-term employee benefits
Termination benefits
Post-employment benefits
Share-based payments
Executive Directors
Marc Pinter-Krainer (resigned 7 December 2007)
Michael Levy *
Andrew Miller
Non-Executive Directors
Richard Last
Louise Barton
2009
£
2008
£
1,214,501
1,667,055
146,716
177,644
56,540
62,822
-
45,920
1,480,579
1,890,619
22
£
30
£
128,552
190,576
2,103
135,315
22,000
26,546
-
14,110
179,201
340,001
£
£
2,103
13,333
121,219
16,000
-
187,623
15,750
98,518
24,000
-
152,655
325,891
The number of Directors that are members of a defined contribution pension scheme is 1 (2008: Nil).
* Fees payable to Michael Levy & Co, Chartered Accountants, in which Michael Levy is the principal, in
respect of accountancy services are disclosed in note 25.
Key management personnel
In the opinion of the Board, the Group’s key management are the Directors of Arcontech Group PLC.
Social security costs relating to Directors was £14,784 (2008: £20,853).
ARCONTECH GROUP PLC
Page 25
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
9.
Taxation
Current tax
Deferred tax
Total tax credit for the year
2009
£
2008
£
(38,458 )
(67,754 )
-
-
(38,458 )
(67,754 )
The difference between the total tax credit shown above and the amount calculated by applying the standard
rate of UK corporation tax to the loss before tax is as follows:
Loss on ordinary activities before tax
2009
£
2008
£
(509,008 )
(1,705,252 )
Loss on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 28% (2008: 29.5%)
(142,522 )
(503,049 )
Effects of:
Disallowed expenses
Temporary differences on deferred tax not recognised
Loss on sale of fixed assets
Pre-acquisition loss
Prior year adjustment
Losses brought forward
Losses carried back
Losses carried forward
Total tax credit for the year
4,197
324
10,423
1,774
(6,417 )
-
-
(7,646 )
(38,458 )
(67,754 )
(19,047 )
-
-
73,681
146,625
441,657
(38,458 )
(67,754 )
Factors which may affect future tax charges
At 30 June 2009 the Group has losses of approximately £4,917,000 (2008: £4,400,000) to offset against future
profits.
ARCONTECH GROUP PLC
Page 26
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
10.
Discontinued operations
On 29 August 2008 Knowledge Technology Services Limited terminated its MarketTerminal subscription
service. The comparative income statement, cash flow statement and related notes have been restated to show
the discontinued operations separately from continuing operations.
Results of discontinued operations
Revenue
Distribution costs
Administrative costs
Operating profit/(loss) from discontinued operations
Finance income
Profit/(loss) before taxation
Taxation
Profit/(loss) for the year
11.
Earnings per share
Earnings
Earnings for the purpose of basic and diluted earnings per share being
net profit/(loss) attributable to equity shareholders:
Continuing operations
Discontinued operations
Number of shares
Weighted average number of ordinary shares for the purpose of basic
earnings per share
Number of dilutive shares under option
Weighted average number of ordinary shares for the purposes of
dilutive earnings per share
2009
£
2008
£
-
117,639
(63,254 )
54,385
762,431
(874,478 )
(270,252 )
(382,299 )
2,929
5,176
57,314
(377,123 )
-
-
57,314
(377,123 )
2009
£
2008
£
(527,864 )
(1,260,375 )
57,314
(377,123 )
(470,550 )
(1,637,498 )
No.
No.
736,442,943
520,890,310
-
-
736,442,943
520,890,310
The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, all of
which arise from share options. A calculation is done to determine the number of shares that could have been
acquired at fair value, based upon the monetary value of the subscription rights attached to outstanding share
options. Share options are anti-dilutive and are therefore not included above.
ARCONTECH GROUP PLC
Page 27
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
12.
Goodwill
Cost and net book amount
At 1 July 2008
Additions
At 30 June 2009 (see Note 22)
2009
£
1,634,547
2008
£
-
80,606
1,634,547
1,715,153
1,634,547
Goodwill acquired in a business combination is allocated at acquisition, to the cash generating units (CGUs)
that are expected to benefit from that business combination. The carrying amount of goodwill has been allocated
as follows:
Arcontech Limited
2009
£
2008
£
1,715,153
1,634,547
The group tests goodwill annually for impairment or more frequently if there are indications that goodwill
might be impaired.
The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for
the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling
prices and direct costs during the period. The discount rate is estimated using pre-tax rates that reflect current
market assessments of the time value of money and the risks specific to the CGUs. The growth rates are
based on industry growth forecasts. Changes in selling prices a re based on past practices and expectations
of future changes in the market. Changes in direct costs are based on expected cost of inflation of 2.5%.
Cashflow forecasts are based on the latest financial budgets and extrapolate the cashflows for the next five
years based on an estimated growth in revenue of 15% per annum, after which the UK long-term growth rate is
applied.
As the Group does not have any borrowings, the rate used to discount all the forecast cash flows is 11.8%,
which represents the Group’s cost of capital.
Goodwill on the purchase of Arcontech Limited is attributable to the anticipated future operating synergies
which will arise as a result of the combination.
ARCONTECH GROUP PLC
Page 28
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
13.
Property, plant and equipment - Group
Cost
At 1 July 2007
Additions
On acquisition of subsidiaries
Disposals
At 1 July 2008
Additions
Disposals
At 30 June 2009
Depreciation
At 1 July 2007
Charge for the year
On acquisition of subsidiaries
On disposals
At 1 July 2008
Charge for the year
On disposals
At 30 June 2009
Net book amount at 30 June 2009
Net book amount at 30 June 2008
Leasehold
Property
£
6,373
-
-
-
Office
furniture &
equipment
£
Total
£
387,374
393,747
75,178
75,178
172,150
172,150
(129,364 )
(129,364)
6,373
505,338
511,711
-
-
1,956
1,956
(269,864 )
(269,864)
6,373
237,430
243,803
2,872
1,077
-
-
3,949
1,077
268,649
271,521
46,503
47,580
167,413
167,413
(129,193 )
(129,193)
353,372
357,321
40,906
41,983
-
(213,139 )
(213,139)
5,026
1,347
2,424
181,139
186,165
56,291
57,638
151,966
154,390
ARCONTECH GROUP PLC
Page 29
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
14.
Investment in subsidiaries
Cost and net book amount
At 1 July 2008
Additions (see note 22)
Provision for impairment
At 30 June 2009
2009
£
2008
£
2,016,060
79,297
80,606
1,936,763
(79,294 )
-
2,017,372
2,016,060
Details of the investments in which the Group and the Company holds 20% or more of the nominal value of any
class of share capital are as follows:
Country of
Incorporation
Nature of business % voting rights and shares held
Knowledge Technology
Services Limited
England and Wales Provision of financial
information services
100% of Ordinary shares
Cognita Technologies Limited England and Wales Software development 100% of Ordinary shares
Arcontech Limited
England and Wales Software development
100% of Ordinary shares
and consultancy
15.
Trade and other receivables
Due within one year:
Trade receivables
Amounts owed by group undertakings
Other receivables
Prepayments and accrued income
Group
2009
£
Group
2008
£
Company
2009
£
Company
2008
£
325,655
323,491
-
-
-
96,988
98,685
-
185,902
110,832
63,304
176,364
3,208
7,363
8,357
9,496
521,328
563,159
196,473
128,685
Trade receivables, other receivables and accrued income constitute the financial assets within the category
“Loans and receivables” as defined by IAS 39 with a total value of £409,643 (2008: £386,795). Trade receivables
are non-interest bearing and generally have a 30-90 day term. Due to their short maturities, the fair value of
trade receivables approximates their book value.
A provision for impairment of trade receivables is established when there is no objective evidence that
the Group will be able to collect all amounts due according to the original terms. The Group considers
factors such as default or delinquency in payment, significant financial difficulties of the debtor and the
probability that the debtor will enter bankruptcy in deciding whether the trade receivable is impaired.
Trade and other receivables are disclosed net of allowances for bad and doubtful debts.
ARCONTECH GROUP PLC
Page 30
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
15.
Trade and other receivables
As at 30 June 2009, trade receivables of £Nil were impaired (2008: £Nil). As at 30 June 2009 trade receivables
of £244,249 (2008: £272,600) were past due but not impaired. The ageing analysis of these trade receivables is
as follows:
Up to 3 months past due
Over 3 months past due
Group
2009
£
64,430
179,819
244,249
Group
2008
£
182,380
90,220
272,600
Company
2009
£
Company
2008
£
-
-
-
-
-
-
Other receivables do not contain impaired assets.
The Directors consider that there has been no deterioration in the credit quality of debts which are past due.
16.
Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original
maturity of three months or less. The Directors consider that the carrying amount of cash and cash equivalents
approximates to their fair value.
17.
Trade and other payables
Trade payables
Other tax and social security payable
Other payables and accruals
Group
2009
£
75,380
52,352
418,040
Group
2008
£
194,829
83,799
773,893
Company
2009
£
2,155
1,292
Company
2008
£
3,196
12,103
20,390
194,283
545,772
1,052,521
23,837
209,582
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Trade payables and other payables and accruals constitute the financial liabilities within the category “Financial
liabilities at amortised cost” as defined by IAS 39 with a total value of 154,317 (2008: £680,573).
18.
Deferred tax
There is no actual or potential liability for deferred taxation due to the availability of losses, which at 30 June
2009 amounted to approximately £4,917,000 (2008: £4,400,000). The unprovided deferred tax asset at 30 June
2009 was £1,380,000 (2008: £1,254,000).
Currently the criteria for the recognition of a deferred tax asset have not been met and accordingly a deferred tax
asset has not been included in the balance sheet as at 30 June 2009 and as at 30 June 2008.
ARCONTECH GROUP PLC
Page 31
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
19.
Share capital
Company
Authorised:
2,000,000,000 (2008: 1,000,000,000)
Ordinary Shares of 0.1p each
Allotted and fully paid:
736,442,943 (2008: 736,442,943) Ordinary
Shares of 0.1p each
Share options and warrants
2009
£
2008
£
2,000,000
1,000,000
736,443
736,443
Under the Company’s approved 2002 Share Option Scheme, certain Directors and employees held options at
30 June 2009 for unissued Ordinary Shares of 0.1 pence each as follows:
Share options
At 1 July 2008
Granted Exercised
Lapsed
225,000
200,000
20,080,128
-
-
-
-
1,000,000
Employees:
Directors:
Andrew Miller
4,444,444
-
Share options
(to Directors):
Michael Levy
125,000
-
1,851,852
-
Richard Last
2,777,778
-
Warrants
(to Directors):
Michael Levy
500,000
-
30,204,202
1,000,000
-
-
-
-
-
-
-
-
-
-
At 30 June
2009
-
Exercise
price
Normal exercise period
12.5 pence 17 Nov 06 – 17 Nov 10
-
6.13 pence
7 Jan 07 – 6 Jan 11
225,000
200,000
5,208,333
14,871,795
0.78 pence
20 Dec 09 – 19 Dec 13
-
1,000,000 0.175 pence
18 Mar 11– 17 Mar 15
-
4,444,444
0.9 pence
20 Dec 09 – 19 Dec 13
-
-
-
125,000
15.0 pence 17 Nov 05 – 16 Nov 09
1,851,852
0.9 pence
20 Dec 09 – 19 Dec 13
2,777,778
0.9 pence
20 Dec 09 – 19 Dec 13
-
500,000
2.5 pence 10 May 04 –10 May11
5,633,333 25,570,869
Weighted average
exercise price
1.03 pence 0.18 pence
- pence
1.44 pence
0.90 pence
The number of options/warrants exercisable at 30 June 2009 was 625,000 (At 30 June 2008: 625,000), these had
a weighted average exercise price of 5.0 pence (2008: 5.0 pence).
ARCONTECH GROUP PLC
Page 32
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
19.
Share capital (continued)
Share options and warrants (continued)
Options granted under the Company’s approved 2002 Share Option Scheme lapse when the Optionholder ceases
to be a Director or employee of a Participating Company. The Directors may before the expiry of 3 months
following cessation of employment permit an Optionholder to exercise their Option within a period ending no
later than 12 months from the cessation of employment.
In the case of the warrant instruments, Ordinary Shares resulting from the exercise of any such rights will rank
pari passu in all respects with the Ordinary Shares in issue at the time of exercise.
The highest price of the Company’s shares during the year was 0.57p, the lowest price was 0.125p and the price
at the year-end was 0.5p.
20.
Reserves
Details of the movements in reserves are set out in the Statement of Changes in Equity. A description of each
reserve is set out below.
Share premium account
This is used to record the aggregate amount or value of premiums paid when the Company’s shares are issued at
a premium, net of issue costs.
Share option reserve
This relates to the fair value of options granted which has been charged to the income statement over the vesting
period of the options.
Shares to be issued
This relates to the deferred consideration shares as disclosed in note 22.
Retained earnings
This relates to accumulated losses.
21.
Income statement
The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not
to publish its individual income statement and related notes. The loss dealt with in the financial statements of the
Parent Company was £324,882 (2008: £1,300,854).
ARCONTECH GROUP PLC
Page 33
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
22.
Acquisition of subsidiary
On 4 September 2007, the Group acquired 100 per cent of the issued share capital of Arcontech Limited. The
initial consideration was satisfied with cash of £1,239,933 and the issue of 45 million shares of 0.1 pence. On
10 July 2009 a further 18,236,927 shares of 0.1 pence, being the deferred consideration, were issued at a price
of 1.1 pence. This transaction has been accounted for by the purchase method of accounting.
Net assets acquired:
Plant and equipment
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Goodwill
Book and
Fair value
£
4,737
266,266
537,240
(506,024)
302,219
1,715,153
Total consideration
2,017,372
Satisfied by:
Cash
Directly attributable costs
Issue of shares
Net cash outflow arising on
acquisition:
Cash consideration
1,239,933
81,833
695,606
2,017,372
1,321,763
Cash and cash equivalents acquired
(537,240)
784,523
Equity shares issued are included at either market value at the date of acquisition or the price fixed in the purchase
Agreement.
Included in the issue of shares above is £200,606 in respect of the deferred consideration, of which £80,606 is
revised deferred consideration, recognised as an addition to goodwill in note 12.
ARCONTECH GROUP PLC
Page 34
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
23.
Net cash used in operations - Group
Continuing
operations
2009
£
Continuing
operations
2008
£
(574,739)
41,983
62,822
(1,364,677)
47,580
45,920
Discontinued
operations
2009
£
54,385
-
-
Discontinued
operations
2008
£
(382,299)
-
-
(32,965)
(68,784)
114,479
36,864
(221,953)
214,657
(164,797)
(173,718)
37,225
171
-
-
Operating (loss)/profit
Depreciation charge
Non cash share option charges
(Increase)/decrease in trade and
other receivables
(Decrease)/increase in trade and
other payables
Loss on disposal of plant and
equipment
Cash (used in)/from operations
(687,627)
(1,125,133)
4,067
(519,153)
Tax paid
-
(37,565)
-
-
(687,627)
(1,162,698)
4,067
(519,153)
Net cash used in operations - Company
Operating loss
Non cash share option charges
Provision for impairment of fixed asset
investments
(Increase) in trade and other receivables
(Decrease)/Increase in trade and other
payables
Cash used in operations
2009
£
(328,846)
26,546
79,294
(31,512)
2008
£
(1,324,547)
45,920
-
(97,599)
(65,745)
54,384
(320,263)
(1,321,842)
24.
Operating lease commitments
At the year-end date the Group has lease agreements in respect of property for which the payments extend over
a number of years. The commitments fall due as follows:
Land and buildings:
Due within one year
Due between two and five years
Group
2009
£
55,300
13,787
69,087
Group
2008
£
55,300
69,087
124,387
Company
2009
£
Company
2008
£
-
-
-
-
-
-
ARCONTECH GROUP PLC
Page 35
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
25.
Related party transactions
Group
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed in this note.
Key management compensation
Key management are those persons having authority and responsibility for planning, controlling and directing the
activities of the Group. In the opinion of the Board, the Group’s key management are the Directors of
Arcontech Group PLC. Information regarding their compensation is given in notes 4, 8 and 19 for each of the
categories specified in IAS 24 Related Party Disclosures. All emoluments given in notes 4 and 8 relate to short-
term employee benefits and there are no post-employment or other long-term benefits.
The financial statements include the following amounts in respect of services provided to the Group:
Michael Levy:
Fees payable to Michael Levy & Co, Chartered Accountants, in which Michael Levy is the principal, in respect
of accountancy services of £81,736 (2008: £50,837). At 30 June 2009 the amount outstanding was £Nil (2008:
£Nil).
Company
Transactions between the Parent Company and its subsidiaries during the year were as follows:
Management charges payable by subsidiaries £Nil (2008: £262,318).
There were no amounts due to subsidiaries at the balance sheet date (2008: £Nil). The amounts due from
subsidiaries at the balance sheet date were as follows:
Amount due from subsidiaries
Less: Provision for impairment
Amount due from subsidiaries - net
2009
£
2008
£
6,181,970
6,182,190
(5,996,068 )
(6,071,358)
185,902
110,832
During the year a provision was released of £75,290 (2008: increase of £1,093,711) in respect of balances due
from subsidiaries.
26.
Dividends
There were no dividends paid or proposed during the period (2008: Nil).
27.
Share-based payments
The Group operates an approved Share Option Scheme for the benefit of Directors and employees. Options are
granted to acquire shares at a specified exercise price at any time following but no later than 6 years after the
grant date. There are no performance conditions on the exercise of the share options. Outstanding options
granted under the Scheme are disclosed in note 19.
Options granted under the Scheme lapse when the Optionholder ceases to be a Director or employee of a
Participating Company. The Directors may before the expiry of 3 months following cessation of employment
permit an Optionholder to exercise their Option within a period ending no later than 12 months from the
cessation of employment.
ARCONTECH GROUP PLC
Page 36
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
27.
Share-based payments (continued)
The fair value of options is valued using the Black-Scholes pricing model. An expense of £62,822
(2008: £45,920) has been recognised in the period in respect of share options granted. The cumulative share
option reserve at 30 June 2009 is £108,742 (2008: £45,920). The inputs into the Black-Scholes pricing model
are as follows:
Exercise price
Expected life
Expected volatility
Risk free rate of interest
Dividend yield
30 June
2009
Directors
0.9 pence
6 years
100%
5%
Nil
Weighted average share price
0.74 pence
30 June
2009
Employees
0.78/0.175
pence
6 years
100%
5%
Nil
0.74/0.175
pence
30 June
2008
30 June
2008
Directors
Employees
0.9 pence
0.78 pence
6 years
100%
5%
Nil
6 years
100%
5%
Nil
0.74 pence
0.74 pence
Fair value of option
0.5851
pence
0.5961/0.1419
pence
0.5851
pence
0.5961
pence
Volatility has been estimated based on the historic volatility over a period equal to the expected term from the
grant date.
28.
Material non-cash transactions
There were no material non-cash transactions during the period, other than in relation to shares to be issued
recognised as disclosed in note 29.
29.
Post balance sheet events
On 10 July 2009, the Company issued 18,236,927 shares of 0.1 pence, being the deferred consideration in
connection with the acquisition of Arcontech Limited on 4 September 2007. The shares were issued at a price
of 1.1 pence as per the share purchase agreement and amounted to £200,606.
On 15 September 2009, the Company placed 776,635,000 shares of 0.1 pence (of which 199,750,000 are subject
to shareholder approval at the Annual General Meeting). The shares were placed at a price of 0.2 pence and
amounted to £1,553,270.
30.
Financial instruments
The Group's financial instruments comprise cash and cash equivalents, and items such as trade payables and
trade receivables, which arise directly from its operations. The main purpose of these financial instruments is to
provide finance for the Group's operations.
The Group’s operations expose it to a variety of financial risks including credit risk, liquidity risk and interest
rate risk. Given the size of the Group, the Directors have not delegated the responsibility of monitoring
financial risk management to a sub-committee of the Board. The policies set by the Board of Directors are
implemented by the Company’s finance department.
ARCONTECH GROUP PLC
Page 37
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
30.
Financial instruments (continued)
Credit risk
The Group’s credit risk is primarily attributable to its trade receivables. The Group has implemented policies
that require appropriate credit checks on potential customers before sales are made. The amount of exposure to
any individual counterparty is subject to a limit, which is reassessed annually by the Board.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to
credit risk at the reporting date was:
Group
2009
£
325,655
426,710
Group
2008
£
323,491
Company
2009
£
Company
2008
£
-
-
1,082,604
88,280
404,579
-
-
185,902
110,832
752,365
1,406,095
274,182
515,411
Trade receivables
Cash and cash equivalents
Amounts owed by group
undertakings
Interest rate risk
The Group has interest bearing assets and no interest bearing liabilities. Interest bearing assets comprise
only cash and cash equivalents, which earn interest at a variable rate.
The Group has not entered into any derivative transactions during the period under review.
The Group does not have any borrowings.
The Group’s cash and cash equivalents earned interest at variable rates based on bank base rate, between
2.5% and 0.5% below bank base rate (2008: between 2.5% and 0.65% below bank base rate).
Liquidity risk
The Group has no short-term debt finance. The Group monitors its levels of working capital to ensure
that it can meet its liabilities as they fall due.
The Group’s only financial liabilities comprise trade payables with a carrying value equal to the gross cash
flows payable of £75,380 (2008: £194,829) all of which are payable within 6 months.
Market risk and sensitivity analysis
Equity price risk
The Directors do not consider themselves exposed to material equity price risk due to the nature of the
Group’s operations.
Foreign currency exchange risk
The Directors do not consider themselves exposed to material foreign currency risk due to the nature of the
Group’s operations.
ARCONTECH GROUP PLC
Page 38
Notes to the Financial Statements
For the year ended 30 June 2009 (continued)
30.
Financial instruments (continued)
Interest rate risk
The Group is exposed to interest rate risk as a result of positive cash balances, denominated in sterling,
which earn interest at a variable rate. As at 30 June 2009, if bank base rate had increased by 0.5% with
all other variables held constant, post-tax loss would have been £4,000 (2008: £6,000) lower and equity
would have been £4,000 (2008: £6,000) higher. Conversely, if bank base rate had fallen 0.5% with all
other variables held constant, post-tax loss would have been £4,000 (2008: £6,000) higher and equity would
have been £4,000 (2008: £6,000) lower.
31.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern in order to provide returns for shareholders and maintain an optimal capital structure.
The Group defines capital as being share capital plus reserves. The Board of Directors continually
monitors the level of capital.
The Group is not subject to any externally imposed capital requirements.
32. Ultimate controlling party
There is no ultimate controlling party.
33.
Copies of this statement
Copies of this statement are available from the Company Secretary at the Company’s registered office at 8th
Floor Finsbury Tower, 103-105 Bunhill Row, London, EC1Y 8LZ or from the Company’s website at
www.arcontech.com.
ARCONTECH GROUP PLC
Page 39
Notice of the Annual General Meeting
ARCONTECH GROUP PLC
Company Number 4062416
NOTICE IS HEREBY GIVEN that the annual general meeting of Arcontech Group PLC (the "Company") will be held
at the Company’s offices, 8th Floor, Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ on 29 October 2009 at
10 a.m. to consider, and if thought fit, pass the following Ordinary and Special Resolutions specified below:
Ordinary Business
1.
2.
3.
4.
THAT the audited financial statements of the Company for the financial year ended 30 June 2009 together with
the reports on those financial statements of (i) the Directors of the Company (the "Directors") and (ii) the
Auditors of the Company (the "Auditors") be received and adopted.
THAT Nexia Smith & Williamson LLP be reappointed as Auditors to the Company to hold office until the
conclusion of the next general meeting at which financial statements are laid before the Company, and that the
Directors be authorised to determine their remuneration.
THAT Louise Barton, who retires by rotation under Article 107 of the Company's Articles of Association and,
who being eligible offers herself to be re-elected, be re-elected as a Director.
THAT any other ordinary business of the Company be transacted.
Special Business
THAT the following resolution be considered as an Ordinary Resolution:
5.
THAT in accordance with section 551 of the Companies Act 2006 ("2006 Act"), the Directors of the Company
("Directors") be generally and unconditionally authorised to allot shares in the Company or grant rights to
subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal
amount of £600,000 provided that this authority shall, unless renewed, varied or revoked by the Company,
expire on the day falling fifteen months after the passing of this resolution or at the conclusion of the annual
general meeting of the Company to be held in the calendar year 2010 (which ever is later) save that the
Company may, before such expiry, make an offer or agreement which would or might require shares to be
allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or
agreement notwithstanding that the authority conferred by this resolution has expired.
This authority is in substitution for all previous authorities conferred on the Directors in accordance with section
80 of the Companies Act 1985 or section 551 of the 2006 Act.
THAT the following resolution be considered as a Special Resolution:
6.
THAT subject to the passing of the resolution 5 above and in accordance with section 570 of the 2006 Act, the
Directors be generally empowered to allot equity securities (as defined in section 560 of the 2006 Act) pursuant
to the authority conferred by resolution 5, as if section 561(1) of the 2006 Act did not apply to any such
allotment, provided that this power shall:
6.1 Be limited to the allotment of equity securities up to an aggregate nominal amount of £600,000; and
6.2 Expire on the day falling fifteen months after the passing of this resolution or at the conclusion of the annual
general meeting of the Company to be held in the calendar year 2010 (which ever is later) (unless renewed,
varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry
make an offer or agreement which would or might require equity securities to be allotted after such expiry and
the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the
power conferred by this resolution has expired.
ARCONTECH GROUP PLC
Page 40
Notice of the Annual General Meeting
By Order of the Board
Registered Office:
8th Floor
Finsbury Tower
103-105 Bunhill Road
London
EC1Y 8LZ
.............................................
Michael Levy
Secretary
18 September 2009
Background to the Special Business resolutions
Ordinary Resolution – Resolution 5
Directors may only allot shares if authorised to do so by shareholders. The authority granted at the last Annual General
Meeting ("AGM") is due to expire at the conclusion of this year's AGM. Therefore, this resolution seeks to grant a new
authority to allow authority to allow directors to allot shares until the conclusion of the next AGM or until 15 months
from the date of this meeting, whichever is the earlier. The maximum amount of shares which the directors would be
able to allot without further authority from shareholders is 600,000,000. It is expected that this amount will be sufficient
for the day to day running of the Company.
Special Resolution – Resolution 6
Under the requirements of the 2006 Act, if directors wish to allot any of the unissued shares, they must first offer them
to existing shareholders on a pro-rata basis in proportion to their shareholdings. There may be occasions, however
where the directors will need the flexibility to finance business opportunities through the issue of shares without a pre-
emptive offer to existing shareholders. This resolution asks shareholders to waive the pre-emption rights on shares
issued up to a maximum aggregate number of shares of 600,000,000. As with Resolution 6, this authority will expire at
the next AGM or within 15 months of the date of this meeting, whichever is the earlier.
Notes:
1. Any member who is entitled to attend and vote at this meeting is entitled to appoint one or more persons as proxies
to attend, speak and vote on their behalf. A proxy need not be a member of the Company.
2. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those
members registered in the register of members of the Company 48 hours before the time appointed for the meeting
or any adjournment thereof, shall be entitled to attend, speak or vote at the meeting in respect of the number of
shares registered in their name at the relevant time. Changes to entries in the relevant register of securities less than
48 hours before the time appointed for the proposed meeting or, any adjournment thereof, shall be disregarded in
determining the rights of any person to attend, speak or vote at the meeting. A form of proxy is provided with this
notice. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint
more than one proxy you may photocopy this form. Please indicate the proxy holders name and number of shares in
relation to which they authorised to act as your proxy. Please also indicate if the proxy is one of multiple instructions
being given. All forms must be signed and should be returned together in the same envelope. To be valid, a form of
proxy together with any power of attorney or other authority under which it is executed or a copy thereof certified
notarially or in accordance with the Power of Attorney Act 1971 or as the Directors shall accept must be lodged with
the Capita Registrars, Proxies Department, The Registry, 34 Beckenham, Kent, BR3 4TU, so as to arrive not later
than 48 hours before the start of the meeting. Completion of the form of proxy will not affect the right of a member
to attend, speak and vote at the meeting.
3. The register of Directors’ share interests will be available for inspection at the meeting convened by this notice, as
will the Directors' service contracts.
ARCONTECH GROUP PLC
Page 41
Notice of the Annual General Meeting
4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holders and seniority shall be determined by the order in
which their names stand on the register of members of the Company.
ARCONTECH GROUP PLC
Page 42
ARCONTECH GROUP PLC
I/We of
being (a) member(s) of the above-named Company hereby appoint the Chairman of the meeting (Note 3)
as my/our proxy to vote for me/us on my/our behalf at the annual general meeting to be held on 29 October 2009 at
10 a.m. and at any adjournment thereof.
Dated ..................................................... 2009
Signature(s) ............................................................................
For
Against
1. Ordinary resolution - To receive and adopt the Report of the Directors and the Audited
Financial Statements of the Company for the year ended 30 June 2009
2. Ordinary resolution - To reappoint Nexia Smith & Williamson LLP as Auditors of the
Company and to authorise the Directors to fix their remuneration
3. Ordinary resolution - To re-elect Louise Barton as a Director
4. Ordinary resolution - Directors' authority to allot shares
5. Special resolution - Disqualification of pre-emption rights
Notes
1. Please indicate with an "X" in the appropriate boxes how you wish your proxy to vote. Unless otherwise directed the proxy will vote
or abstain as he or she thinks fit.
2.
If you do not indicate how you wish your proxy to vote, your proxy will exercise his/her discretion as to whether, and if so how,
he/she votes. Your proxy may also vote or abstain from voting as he/she thinks fit on any other business which may properly come
before the meeting including on any permissible amendment to the resolutions set out in the notice of meeting.
3. A proxy need not be a member of the Company. A member may appoint a proxy of his/her own choice. If you wish to appoint
someone else other than the Chairman as proxy please delete the words "the Chairman of the meeting" and insert the name of the
person whom you wish to appoint in the space provided. The Chairman of the meeting will act as your proxy, whether or not such
deletion is made, if no other name is inserted.
4.
In the case of joint registered holders the signature of one holder on the form of proxy will be accepted by the vote of the senior who
tenders a vote whether in person or by proxy to the exclusion of the votes of any joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the register of members in respect of such joint holdings.
5.
In the case of a corporation the form of proxy must be executed under its common seal or signed on its behalf by a duly authorised
attorney or a duly authorised officer of the corporation.
6. Any alteration made to the form of proxy should be initialled.
7. This form of proxy should be signed and dated.
8. Completion and return of the form of proxy will not affect the right of a member to attend and vote at the meeting.
To be effective, this form of proxy, together with any power of attorney or any other authority (if any) under which it is executed, or a
copy of such power of attorney or other authority, certified notarially, must be lodged at the Company's registrars – Capita IRG Plc,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time appointed for the holding of
the meeting or adjourned meeting at which it is to be used.
ARCONTECH GROUP PLC
Page 43
3rd Fold and tuck in
BUSINESS REPLY SERVICE
Licence No. MB122
1
s
t
F
o
d
l
Capita Registrars
(Proxies)
P O Box 25
Beckenham
Kent BR3 4BR
2nd Fold
REGISTERED NUMBER: 4062416 (England and Wales)
Arcontech Group PLC
Year ended 30 June 2009
Arcontech Group PLC
8th Floor, Finsbury Tower
103-105 Bunhill Row
LONDON EC1Y 8LZ
tel: +44 (0)20 7256 2300
web: www.arcontech.com
email: mail@arcontech.com
Arcontech Group PLC.
Report and financial statements for the year ended 30 June 2009