Final Results - Part 1

Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment
16 June 2008
Westside Acquisitions plc (‘Westside’ or ‘the Company’)
Final Results

Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2007.

Chairman’s Statement and Chief Executive’s Review

The audited consolidated accounts for the year ended 31 December 2007 show a loss before taxation of £122,854 (2006 : loss of £817,851)

Westside’s net cash balances as at 31 December 2007 were £1,682,700 (2006: £2,159,022)

The experience of 2007 was really a year of two distinct half year periods.

In our 2006 annual statement, released in June 2007, we warned that market conditions were likely to be unsettled and uncertain. But, the first half of the year to 30 June 2007 showed very little evidence of the turmoil which was to follow for the financial and banking sectors in both the domestic and international economies.

It is of course now well documented that the liquidity strains experienced in the banking sector from August 2007 became progressively more serious through the second half of the year and unprecedented action has been and continues to be taken by Central and Reserve Banks around the World to underpin the financial system.

The result over the last six months has been the unpleasant experience of seeing some of the largest banks in our universe require financial assistance to maintain their liquidity and solvency.

It is in the context of this turmoil that we have continued to develop the activities of our subsidiaries, Pantheon Leisure Plc (“Pantheon”) and Reverse Take-Over Investments Plc (“RTI”).

Westside holds 75 million ordinary shares of Pantheon (62.5% of the issued share capital) ~ where both the ordinary shares and warrants trade on AIM.

Pantheon made a loss of £210,642 for the year ended 31 December 2007 (2006: loss £295,157).

In 2007, Pantheon has reported that the turnover of its subsidiary, Sport in Schools Ltd was £306,915 (2006: £102,982) an increase of 198% over 2006. The turnover of the 5-a-side football activity for the year was £583,040 (2006: £487,787) an increase of 20%.

In the current year, Pantheon is budgeting for a continuation of its improving trend with the expectation that Sport in Schools will again generate significant additional turnover and that there will be a satisfactory result from 5-a-side football.

RTI has investments in five companies whose ordinary shares and warrants trade on AIM and holds 18.75% of Ethanol 10 plc, which is unquoted.

At 31 December 2007 the market value of our holdings of listed investments was £2,638,942 ( 2006: £4,463,036) against an original cost of £774,498 ( 2006: £626,998 ) and, by the adoption of International Financial Reporting Standards in accordance with AIM regulations, we now carry the RTI investment portfolio at its market value which is taken to be bid prices at 31 December 2007 from the London Stock Exchange Official-List except for the shares in Astek Group Plc which were suspended from trading prior to the year end. In that situation, the value adopted is the bid price at the date of re-admission to trading.

As at the date of this report :

  • RTI holds 22.54 million ordinary shares in ADDleisure plc (10.75% of the issued share capital), a company which develops products and services in the health and leisure sectors. BUPA holds a 29.9% stake in ADDleisure and will help support and finance the development of an operating company they jointly own with ADDleisure.
  • RTI holds 1.8 million ordinary shares in York Pharma plc (3.8% of the issued share capital), a company which sells a range of dermatological products available on prescription to wholesalers, hospitals and general practitioners. York holds 68 patents on 13 patent families of dermatology products for which it is at different stages of seeking regulatory approval. In October 2007, York acquired Derms Development Ltd for £17.5 million and raised £5.35 million by way of a share placing at 130p per share.
  • RTI holds 23 million ordinary shares in Messaging International plc ( 9.8% of the issued share capital) a company which is a leading provider of text to landline messaging services on a worldwide basis working with blue chip telecom providers such as Verizon, SprintNextel and Rogers Wireless.
  • RTI holds 800,000 ordinary shares in Cheerful Scout plc (8.2% of the issued share capital ), a company which is a multi media specialist ranging from the provision of DVD and short film production to cutting edge conference and visualization technology.
  • RTI holds 20 million ordinary shares in Astek Group plc (28.5% of the issued share capital), a company which is a dental designer, manufacturer and distributor. Astek has an extensive portfolio including prosthetic products for dentures and innovative products relating to the prevention of cross infection.
  • RTI holds 3.75 million ordinary shares in Ethanol 10 plc (18.75% of the issued share capital) a company which was formed to develop and build an Ethanol producing plant in the Dominican Republic. Ethanol 10’s experienced management team are currently in discussion with a number of international companies and investors to raise capital, acquire land and enter into building contracts required for the project

There is little doubt that operating conditions in 2008 will continue to be difficult. On the positive side, Pantheon is building a business that we believe does have some serious potential. Elms Sport in Schools is a brand in the making and should promote sponsorship opportunities in the future. RTI continues to hold a portfolio of investments where fair value exceeds book cost and the spread of activities will we hope help overcome the adverse market conditions. We also assume that the actions being taken by various governmental and financial authorities around the World will at the very least enable business to function even in a recessionary climate

R L Owen
G M Simmonds
16 June 2008

Directors

Richard Owen (aged 62), Executive Chairman
Richard is a non-executive director of Cheerful Scout Plc and Pantheon Leisure plc – both of which are traded on AIM. Richard qualified as a Chartered Accountant in 1968 and has extensive involvement and experience in corporate and strategic planning, acquisitions and finance. Richard holds various other private company directorships.

Geoffrey Simmonds (aged 65), Chief Executive Officer
Geoffrey is a non-executive director of Pantheon Leisure plc, ADDleisure PLC and Messaging International Plc, all AIM quoted companies. He qualified as a chartered accountant in 1966. He has extensive involvement and experience in corporate and strategic planning, acquisitions and finance. Geoffrey holds various other private company directorships.

David Hillel (aged 72), Finance Director
David is a consultant with Auerbach Hope, Chartered Accountants, having qualified in 1966 and has extensive experience in the affairs of family run businesses of varying sizes and specialises in property dealing, development and investment companies. He is a fellow of the Institute of Chartered Accountants in England and Wales Finance and Management Faculty.

John Zucker (aged 58), Non-Executive Director
John is a solicitor. He is founder and managing partner of Roiter Zucker, a London firm recognised as one of the leading intellectual law practices in the UK, and also a trustee of several charitable trusts.

David Coldbeck (aged 61), Non-Executive Director
David worked for HSBC Bank plc for 32 years during which time he undertook various managerial roles in Retail and Corporate Banking, ultimately being appointed Area Director in London, a position he held for nine years prior to his retirement in 1999. David is an associate of the Chartered Institute of Bankers and holds various other private company directorships.


The directors present their report and accounts for the year ended 31 December 2007.

Results and dividends
The loss for the group before and after tax is given on page 11. The directors do not recommend the payment of a dividend.

Principal activity
The principal activity of Westside Acquisitions Plc (“the company”) is to make investments in or to acquire early stage companies operating in the sectors of sport, technology and general investment.

The trading subsidiaries are Reverse Takeover Investments Plc, Football Partners Limited and Sport in Schools Limited.

Reverse Takeover Investments Plc specialise in shell companies which are used to make substantial acquisitions with the view to obtaining a public quotation for the shell.
Football Partners Limited carries on the business of running small-sided football leagues.
Sport in Schools Limited provides sports coaching in schools.

Business review
The board continues to focus on all activities carried on by its trading subsidiaries. Details of these activities and a review of the business are given in more detail in the chairman’s statement and chief executive’s review on pages 2 and 3 and in note 6 to the group financial statements.

The group’s key performance indicators are measured by reference to the fair value of investments for sale, growth in turnover and profit, details of which are also given in note 6 in the notes to the group financial statements.

Business risk
The main business risks to the group’s trading operations are:
The operating performance and future prospects of the group’s available-for-sale investments can have an effect on their market value for trading purposes.
A change in current government policy towards the outsourcing of sports tuition in schools to the private sector may impact on future performance.

Financial risk
The main financial risks to the group are market, credit and liquidity risks.

Market risk is the risk that changes in general economic conditions will affect the value of the group’s portfolio of available-for-sale investments. The directors monitor market values with the view to maximising revenues in the event of disposals.

Credit risks arise from trade receivables where the party fails to discharge their obligation in relation to the financial instrument. To minimise this risk, management have appropriate credit assessment methods to establish credit worthiness of new customers and monitor receivables by regularly reviewing aged receivable reports. There is no concentration of credit risk.

Whilst the group is well funded, liquidity risk arises in relation to the group’s management of working capital and the risk that the company or any of its subsidiary undertakings will encounter difficulties in meeting financial obligations as and when they fall due. To minimise this risk the liquidity position and working capital requirements are regularly reviewed by management.

The directors do not consider changes in interest rates have a significant impact on the group’s cost of finance or operating performance.

Directors
The directors holding office at 31 December 2007 were:-

R L Owen
G Simmonds
D Hillel
J Zucker
D Coldbeck

Directors’ interests

At the date of this report the directors held the following beneficial interest in the ordinary share capital, warrants and share options of the company:

 

Ordinary shares

 

Warrants

 

Share Options

           

R L Owen

13,067,044

 

2,311,174

 

7,405,000,

G Simmonds

13,867,043

 

2,311,174

 

7,405,000

D Hillel

1,000,000

 

115,150

 

-

J Zucker

6,746,363

 

1,124,394

 

-

D Coldbeck

1,160,909

 

193,484

 

-

The company maintains directors’ and officers’ liability insurance.

Substantial Interests
At the date of this report, the following had an interest of 3% or more in the ordinary share capital of the company:

   

Ordinary shares

 

Percentage

         

W Weston

 

16,250,000

 

14.61

W Roiter

 

6,746,363

 

6.06

Lafferty Limited

 

3,654,545

 

3.28

         

Supplier payment policy for the payment of creditors
The group’s policy is to settle its liabilities within terms of payment agreed with suppliers. The group’s normal terms of payment are 45 days. The parent company adheres to terms of payment agreed with suppliers. At 31 December 2007, and at all other times in the year, trade creditors were minimal.
The ratio expressed in days of the amounts owed to trade creditors at the year end to amounts invoiced to suppliers during the year was 13 days (2006 – 11 days).

Health and safety
The company recognises the importance of safeguarding the health, safety and welfare of all employees in the group and the relevant subsidiary undertakings have health and safety policies in place.

Environmental policy
The group recognises the importance of environmental responsibilities and where practicable has an environmental policy in place which includes the recycling of paper and all office material. The directors believe the nature of its activities have a minimal effect on the environment.

Auditors
In accordance with Section 385 of the Companies Act 1985 a resolution proposing that Hazlewoods LLP, be re-appointed as auditors of the company will be put forward at the forthcoming Annual General Meeting.

Statement of disclosure to auditor
(a) As far as the directors are aware, there is no relevant audit information of which the company’s auditors are unaware, and
(b) They have taken all 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.

By order of the board.

D Hillel
Company secretary
16 June 2008

The board of Westside Acquisitions Plc is accountable to the company’s shareholders for good corporate governance and in so doing is committed to the principles outlined in the Combined Code. Although AIM listed companies are not required to report on the Combined Code, the directors are committed to proper standards of good governance and will continue to keep procedures under review. The following provides an outline of the principal policies and procedures established by the board.

Board and board committees

Board meetings are held on a monthly basis throughout the year which with few exceptions have been fully attended. In view of the small size of the board, matters otherwise dealt with by the remuneration committee have been dealt with by the board as a whole.

The audit committee is composed of the two non-executive directors and meetings are held twice a year to review the company’s interim and final results.

Westside is quoted on AIM and, as such under AIM Rule 31, the company is required to:

  • have in place sufficient procedures, resources and controls to enable its compliance with the AIM rules;
  • seek advice from its nominated adviser (“nomad”) regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;
  • provide the company’s nomad with any information it requests in order that the nomad can carry out its responsibilities under the AIM Rules for companies and the AIM rules for nominated advisers;
  • ensure that each of the company’s directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and
  • ensure that each director discloses without delay all information which the company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.

Even though an AIM committee has not been established, the board as a whole have considered their obligations under AIM Rule 31 and are satisfied the objectives set out above are being met.

Relationships and shareholders

The board places considerable importance on creating and maintaining a strong relationship with its shareholders.

Accountability and financial control

The board has overall responsibility for the systems of financial controls which reflect the current scale of the group’s activities, the key features of which are as follows:

(i) Control environment
There are clearly defined organisational responsibilities and the board is committed to employing suitably qualified staff so that the appropriate level of authority can be delegated with regard to accountability and acceptable levels of risk.

(ii) Information systems
The group prepares an annual budget and monthly financial information is prepared and discussed at the monthly board meetings.

(iii) Identification and evaluation of business risks and controls
Management control is exercised at all levels of the group and is regulated by appropriate limits of authority. The directors have considered various areas of business risks and take decisions whenever there are perceived changes to the risks.

(iv) Quantity and integration of personnel
The group attaches high importance to the values of trust, honesty and integrity of personnel in positions of responsibility and operates a policy of recruiting suitably experienced personnel with defined duties.

The board has considered the need for an internal audit function but does not consider that the size of the business justifies a fulltime appointment. The board continues to monitor this appointment and will act accordingly.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. The directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU. The consolidated financial statements are required by law to give a true and fair view of the state of affairs 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 estimates that are reasonable and prudent;
  • state that the company has complied with applicable International Financial Reporting Standards adopted by the EU.
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business, in which case there should be supporting assumptions or qualifications as necessary.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of any corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We have audited the group and parent company financial statements (“the financial statements”) of Westside Acquisitions Plc on pages 11 to 42 for the year ended 31 December 2007 which comprise the consolidated income statement, the consolidated statement of recognised income and expense, the consolidated and company balance sheets, the consolidated and company cash flow statements, and the related notes. These financial statements have been prepared under the accounting policies set out therein.

This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 auditor’s 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 the opinions we have formed.

Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable law and International Financial Reporting Standards “(IFRS’s)”, as adopted by the European Union are set out in the statement of directors’ responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. The information given in the Directors’ Report includes the specific information presented in the Chairman’s Statement and Chief Executive’s review that is cross referred from the business review section of the directors’ report.

In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.

We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. This other information comprises the Directors' Report, the Chairman’s Statement and Chief Executive’s Review, and the Corporate Governance Statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's and parent company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion
In our opinion:

  • The group financial statements give a true and fair view, in accordance with IFRS’s as adopted by the European Union, of the state of group’s affairs as at 31 December 2007 and of its loss for the year then ended;
  • The parent company financial statements give a true and fair view in accordance with IFRS’s as adopted in the European Union as applied in accordance with the provisions of the Companies Act 1985 of the state of the parent company’s affairs at 31 December 2007.
  • The financial statements have been properly prepared in accordance with the Companies Act 1985; and as regards the group financial statements, Article 4 of the IAS Regulation;
  • The information given in the Directors’ Report is consistent with the financial statements.

Hazlewoods LLP
Chartered Accountants and Registered Auditors
Gloucester
16 June 2008

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