Final Results and Notice of AGM

Westside Investments plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2011 and gives notice of its Annual General Meeting to be held at the officesof AH Montpelier at 58-60 Berners Street, London W1T 3JS at 1pm on 25 June 2012.

Chairman's Statement and Chief Executive's Review

Economic and political troubles especially in the Eurozone continue to unsettle the world markets and this continues to make conditions challenging for our investment activities.

Following a strategic review of the Group's activities in the second half of 2011, we refocused the structure and direction of Westside. This involved:

  • a change of name to Westside Investments Plc;
  • an intention to seek private equity style transactions to be conducted by Reverse Take-Over Investments Plc ('RTI');
  • the further strengthening and development of The Elms, Sport in Schools and Football Partners Ltd - the subsidiaries controlled by Westside through Pantheon Leisure Plc; and
  • the increase in the issued share capital of the Company by £1 million which was achieved by the issue of new ordinary shares by way of a Placing to raise £500,000 and the conversion into equity of £500,000 of loan notes which were dueto be redeemed in 2014.

All of these matters were approved and ratified at the general meeting held prior to the year end.

For the year ended 31st December 2011 we are reporting a pretax loss of £279,976 (2010: £636,664). Westside's net cash balances as at 31st December 2011 were £692,227 (2010: £411,402). The Directors are not recommending the payment of a dividend.

Pantheon Leisure Plc ('Pantheon') as a group made a segmental profit of £145,767 for the 12 months ended 31st December 2011 (2010: £115,538)

We are pleased to report progress in the trading performance of The Elms Group which is a wholly owned subsidiary of Pantheon and in the underlying investment portfolio of RTI.

Pantheon Leisure

Westside holds 85.87% of the issued share capital of Pantheon which in turn wholly owns the operating business of The Elms Group, Pantheon's sport and leisure division.

The Elms Group comprises two trading companies, Sport in Schools Limited - also known as The Elms Sport in Schools ('ESS') and Football Partners Limited - also known as The Elms Small SidedFootball ('ESSF').

ESS has generated growth of 13.2% in turnover for the year and contributed a divisional profit of some £113,120 as compared with £57,544 last year.

The management appointments previously announced - James Vaughan as Joint Managing Director; Jason O'Connor as Director of Coaching and Angie Wilcox as Director of Administration, havefulfilled our objective to provide The Elms Group with young and dynamic management.

Turnover of the 5-a-side activities decreased by some 6.8% in the full year with margins at ESSF being maintained and a small segmental profit of £12,770 being returned.

Pantheon continues to hold 6,254,000 Ordinary shares in Fitbug Holdings Plc ('Fitbug'). This interest now represents a 3.9% interest in the enlarged share capital of that company followingthe issue by Fitbug of 29,444,444 new ordinary shares at 1.8p to raise £530,000 for the purpose of supporting and accelerating the development of its business in America.

In Westside's accounts last year, Fitbug shares were valued at 1.47p per share. By July 2011, Fitbug shares traded in a price range between 5.7p and 9.0p per share.

In both the accounts of Westside and Pantheon, we have adopted a valuation for this shareholding of 1.43p per share being the bid market price at 31 December 2011.

RTI

Aeorema Communications Plc ('Aeorema') (previously named Cheerful Scout Plc) is a multimedia specialist company. Mike Hale was appointed Chairman in September 2011 and to accommodate hisappointment RTI sold to him 500,000 Aeorema ordinary shares. This realised £50,000 before expenses and RTI now retains 300,000 shares in Aeorema currently valued (as at 25 May 2012) at£69,000 and represents 3.7% of Aeorema's issued share capital.

Messaging International Plc ('Messaging') is a provider of innovative mobile messaging services. Messaging reported strong revenue growth for its year to 31st December 2010 and made a profitof £357,000 and we anticipate that Messaging will have another successful year ended 31st December 2011.

In February 2012 Messaging bought back for cancellation 80 million ordinary shares representing some 34% of its share capital. As a result Messaging now has 155 million shares in issue and atthe bid market price of 0.65p a share (as at 25 May 2012) it is capitalised at under £1.1 million. RTI and Westside now hold 24 million shares representing approximately 15.5% of the share capital and our combined holding is valued at £156,000 based on a share price of 0.65p per share.

During 2011, Westside was instrumental in the planning and implementation of this transaction. After complicated and lengthy negotiations the basic consideration paid by Messaging was£125,000 whereas the current market value of the cancelled shares would be in the order of £725,000.

The market value of RTI's portfolio of investments held as at 25 May 2012 is £225,000 (compared with £205,895 at 31st December 2010 as adjusted for the disposal of shares in Aeorema).

Outlook

We look forward to continued progress at Pantheon with particular emphasis on its sports tuition activities which we believe will continue to expand. Our investment portfolios do leave scopefor price appreciation over time. We anticipate that our refocused structure and direction for Westside should result in new joint venture activities during 2012.

We look forward to updating shareholders on progress.

Richard Owen

Chairman

Geoffrey Simmonds

Chief Executive Officer

31 May 2012

* * ENDS * *

For further information please visit www.westsideacquisitions.com or contact:

Geoffrey Simmonds

Westside Acquisitions Plc

Tel: 020 7935 0823

Mark Percy

Seymour Pierce Limited

Tel: 020 7107 8000

Elisabeth Cowell

St Brides Media & Finance Limited

Tel: 020 7236 1177

Consolidated statement of comprehensive income

For the year ended 31 December 2011

 

2011

 

2010

 

£

 

£

       

Revenue

1,515,290

 

1,535,127

       

Cost of sales

(867,908)

 

(938,115)

       

Gross profit

647,382

 

597,012

       

Administrative expenses

(883,693)

 

(922,423)

Provision for impairment in value of available -for- sale investments

(2,563)

 

(265,005)

 

(992,923)

 

(1,187,428)

       

Operating loss

(238,874)

 

(590,416)

       

Finance costs

(41,102)

 

(46,248)

       

Loss before taxation

(279,976)

 

(636,664)

       

Taxation

(13,431)

 

(15,401)

Loss after taxation

(293,407)

 

(652,065)

       

Attributable to:

     

Equity holders of the parent company

(296,443)

 

(628,426)

Non-controlling interests

3,036

 

(23,639)

 

(293,407)

 

(652,065)

       

Other comprehensive loss:

     

Revaluation losses on available-for-sale investments taken to equity

(32,397)

 

(55,005)

       

Taxation on items taken directly to equity

13,431

 

15,401

       

Other comprehensive loss

(18,966)

 

(39,604)

       

Comprehensive loss attributable to:

     

Equity holders of the parent company

(315,409)

 

(668,030)

Minority interest

3,036

 

(23,639)

       

Total comprehensive loss

(312,373)

 

(691,669)

Loss per share (basic and diluted)

Loss from operations per share

(0.25)p

 

(0.56)p

Other comprehensive loss per share

(0.01)p

 

  (0.04)p

 

Total comprehensive loss per share

(0.26)p

 

  (0.60)p

 

All losses arise from continuing operations of the group

Consolidated statement of financial position

As at 31 December 2011

  Unauditedgroup

 

pro forma 2011

 

2011

 

Restated

2010

           
  £

 

  £

 

  £

 

Non current assets

         

Goodwill

59,954

 

  59,954

 

  59,954

 

Property, plant and equipment

88,918

 

  88,918

 

  109,719

 

Available-for-sale investments

89,432

 

  89,432

 

  91,995

 

Total non-current assets

238,304

 

  238,304

 

  261,668

 

           

Current assets

         

Available-for-sale investments

208,500

 

  208,500

 

  255,895

 

Trade and other receivables

85,739

 

  85,739

 

  135,582

 

Cash and cash equivalents

692,227

 

  692,227

 

  411,402

 

Total current assets

986,466

 

  986,466

 

  802,879

 

           

Total assets

1,224,770

 

  1,224,770

 

  1,064,547

 

           

Current liabilities

         

Trade and other payables

279,091

 

  279,091

 

  283,852

 

Borrowings

25,993

 

  25,993

 

  25,993

 

Total current liabilities

305,084

 

  305,084

 

  309,845

 

           

Non-current liabilities

         

Borrowings

35,993

 

  35,993

 

  561,987

 

Total non-current liabilities

35,993

 

  35,993

 

  561,987

 

           

Total liabilities

341,077

 

  341,077

 

  871,832

 

           

Net assets

883,693

 

  883,693

 

  192,715

 

           

Equity

         

Share capital

1,111,489

 

  2,114,894

 

  1,114,884

 

Share premium account

-

 

  307,252

 

  307,179

 

Capital redemption reserve

-

 

  182,512

 

  182,512

 

Merger reserve

325,584

 

  325,584

 

  325,584

 

Fair value reserve

82,840

 

  82,840

 

  101,806

 

Retained earnings

(573,164)

 

  (2,066,333)

 

  (1,773,158)

 

Equity attributable to shareholders' of the parent company

946,749

 

  946,749

 

  258,807

 

           

Non- controlling interests

(63,056)

 

  (63,056)

 

  (66,092)

 

           

Total Equity

883,693

 

  883,693

 

  192,715

 

Consolidated statement of cash flows

For the year ended 31 December 2011

 

2011

2010

  £

 

£

 

     

Cash flow from operating activities

   
     

Operating loss

(238,874)

(590,416)

     

Adjustments for:

   

Provision for impairment in value of available

   

for sale investments

2,563

265,005

Depreciation

41,740

31,356

Share based payments

9,829

 

21,874

 

Operating cash flow before working capital movements

(219,493)

 

(297,183)

 

Increase in receivables

43,282

(15,422)

Decrease in payables

(4,761)

(7,351)

Net cash absorbed by operations

(180,972)

 

(319,956)

 

     

Finance costs

(41,102)

(46,248)

Net cash absorbed by operating activities

(222,074)

(366,204)

     

Investing activities

   

Property, plant and equipment acquired

(20,939)

(13,903)

Proceeds from sale of property, plant and equipment

-

39,000

Acquisition of available-for-sale investment

-

(30,000)

Proceeds on disposal of available-for-sale investment

49,749

125,000

Net cash from investing activities

28,810

 

120,097

 

     

Financing activities

   

Issue of equity capital

1,000,083

-

Repayment of 7.5% loan notes

(500,000)

-

Purchase of interest in subsidiary

-

(132,651)

Loan repaid

(2,000)

(2,000)

Hire purchase repayments

(23,994)

(57,009)

Net cash from/(used in) financing activities

474,089

 

(191,660)

 

     

Net increase/(decrease) in cash and cash equivalents in the year

280,825

 

(437,767)

 

     

Cash and cash equivalents at the beginning of the year

411,402

 

849,169

 

     

Cash and cash equivalents at the end of the year

692,227

 

411,402

 

Notes

1.General Information

Westside Investments Plc (formerly Westside Acquisitions Plc) is a company incorporated in the United Kingdom and its activities are as described in the chairman's statement and directors'report.

These financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.

The financial information in this preliminary announcement for the years to 31 December 2011 and 2010 does not comprise statutory accounts for the purpose of Section 434 of the Companies Act2006.

The statutory accounts for the year ended 31 December 2011, which have been audited by Hazlewoods LLP, incorporate an unqualified audit report and do not contain an emphasis of matterparagraph or any statement under Section 498 of the Companies Act 2006.

This preliminary announcement of the results for the year ended 31 December 2011 was approved by the Board of directors on 30 May 2012.

Whilst the information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRSs, this announcement does not itselfcontain sufficient information to comply with IFRSs.

The statutory accounts for the year ended 31 December 2010, have been delivered to the Registrar of Companies and the statutory accounts for the year ended 31 December 2011 will be deliveredto

the Registrar of Companies following the company's Annual General Meeting.

The statutory accounts will be sent to those shareholders who have elected to receive a paper copy shortly. Further copies will be available to the public from the company's registeredoffice 58-60 Berners Street, London W1T 3JS.

The statutory accounts will also be available at the company's website, www.westsideacquisitions.com.

2.Basis of Accounting

The consolidated financial statements of the group for the year ended 31 December 2011 have been prepared under the historical cost convention except for the revaluation of available-for-saleinvestments to fair value and are in accordance with International Financial Reporting Standards ('IFRS'') as adopted by the EU. These have been applied consistently except where otherwisestated.

At the date of authorisation of these financial statements, the following standards and Interpretations which have not been applied in these financial statements were in issue but not yeteffective (and in some cases had not been adopted by the EU).

Amendments to IFRS 7 'Disclosures - Transfers of financial assets' effective for periods commencing on or after 1 July 2011

Amendments to IAS 12 'Deferred tax: recovery of underlying assets' effective 1 January 2012

Amendments to IAS1 'Presentation of items of other comprehensive income' effective 1 July 2012

IFRS 9 'Financial instruments' effective 1 January 2013

IFRS 10 'Consolidated financial statements' effective 1 January 2013

IFRS 11 'Joint arrangements' effective 1 January 2013

IFRS 12 'Disclosure of interests in other entities' effective 1 January 2013

IFRS 13 'Fair value measurement' effective 1 January 2013

IAS 19 'Employee benefits (amended 2011)' effective 1 January 2013

IAS 27 'Separate financial statements (2011)' effective 1 January 2013

The directors anticipate that the adoption of these standards and interpretations in future periods will have no material effect on the financial statements of the group.

3.Significant accounting policies

(a) Basis of consolidation

The financial statements of the group incorporate the financial statements of the company and entities controlled by the company which are its subsidiary undertakings. Control is achievedwhere the company has the power to govern the financial and operating policies of its subsidiary undertakings so as to benefit from their activities.

Details of subsidiary undertakings are set out in note 14.

All intra-group transactions and balances have been eliminated in preparing the consolidated financial statements.

(b) Revenue

Revenue arises from the disposal of available-for-sale investments by Reverse Take-Over Investments Plc and sports and leisure activities undertaken by Football Partners Limited and Sport inSchools Limited. In the case of sports and leisure activities it represents invoiced and accrued amounts for services supplied in the year, exclusive of value added tax and trade discounts.

(c) Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of subsidiaryentities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which isrecognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to each of the group's cash generating units expected to benefit from synergies of the combination. Cash-generating units to whichgoodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generatingunit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit then to the other assets of theunit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRS's has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

(d) Plant and equipment

Plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less their estimated residual value over their expected usefullives.

The rates applied to these assets are as follows:

Plant & equipment 25% & 10% straight line

Motor vehicles 33.3% straight line

(e) Operating leases

Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against revenue as and when incurred.

(f) Deferred taxation

Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance is notdiscounted.

The recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timingdifferences.

(g) Trade receivables

Trade receivables are recognised at fair value. A provision for impairment of trade receivables is established where there is objective evidence that the company or group will not be able tocollect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or liquidationand default or delinquency of payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount andthe present value of estimated future cash flows. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the incomestatement within administrative expenses. When a trade receivable is uncollectable it is written off against the allowance account for trade receivables.

(h) Investments

Investments are classified as available for sale, and are measured at fair value. Gains or losses in changes in fair value are recognised directly in equity, until the security is disposed ofor is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognisedin profit or loss are not subsequently reversed through profit or loss.

Fair value of quoted investments is based on current bid prices. If an investment is suspended from trading fair value is based on quoted bid prices on the first day that trading recommencesfollowing suspension.

Investments in subsidiary undertakings are stated at cost less provision for impairment in the parent company balance sheet.

(i)Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. Bank overdrafts are shown as borrowings within current liabilities.

(j)Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences aresidual interest in the assets of the group after deducting all of its liabilities.

Ordinary shares are classified as equity. Incremental costs directly attributable to new shares are shown in equity as a deduction from the proceeds.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost, any difference between the proceeds (net oftransaction costs) and the redemption value is recognised in the income statement over the period of the borrowing using the effective interest method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the date of the statement offinancial position.

4.Critical accounting judgements and key sources of estimation uncertainty

Deferred tax asset

At the present time the directors' do not consider that there is sufficient certainty regarding the utilisation of tax losses available in the group. As a result, no deferred tax asset hasbeen recognised.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which the goodwill has been allocated. The value in use calculationrequires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount ofgoodwill is the deemed cost on first time application of IFRS.

Details of the impairment review calculation are given in note 13.

Impairment of investment in subsidiary undertakings

The company holds listed investments through various subsidiary undertakings. The values of these investments have been assessed based on their current quoted market value .These values havebeen used to estimate the recoverable value of the subsidiary undertakings. Where the estimated recoverable value of the company's investments in these subsidiary undertakings is less thanthe carrying value, the investment has been written down to the estimated recoverable value.

Impairment of loans to subsidiary undertakings

The company has made provision against loans to its subsidiary undertakings that hold listed investments resulting from a change in the value of those listed investments and thus affectingthe ability of those subsidiary undertakings to repay these loans in full.

5.Going concern

These financial statements have been prepared on the assumption that the group is a going concern which is dependent on the group's ability to generate sufficient revenues which along withexisting cash resources will be sufficient to meet future financial obligations as they fall due.

In the last three completed financial years the group has continued to absorb cash from its operations which has significantly depleted available cash resources. The directors are howeversatisfied that sufficient cash will continue to be available to enable continuation of its trading activities. In particular the directors anticipate that the sports and leisure businesssegment will continue to be cash generative, overhead costs will be strictly controlled and monitored and it is anticipated that it will be possible to realise some or all of the group'sinvestments.

A further £500,000 was raised during the year from the placing of new shares and at the end of the financial year the group had cash resources of £692,227.

6.Loss per share

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £296,443 (2010: £628,426) and on the weighted average number of shares in issue during the year, which was 119,707,472 (2010:111,487,845).

Comprehensive loss per share is based on the same number of shares and on the comprehensive loss for the year attributable to the equity holders in the parent company of £315,409 (2010:£668,030).

In view of the group loss for the year, share warrants and options to subscribe for ordinary shares in the company are anti-dilutive and therefore diluted earnings per share information isnot presented. There are options and warrants outstanding at 31 December 2011 on 59,200,000 shares (2010: 77,738,395) that could potentially dilute basic earnings per share in future.

7.Notes to consolidated statement of cash flows

a) Analysis of net debt

 

At 1 January

2011

£

Cash Flow

£

Non-cash movements

£

At 31 December

2011

£

Group

       
         

Cash and cash equivalents

411,402

 

280,825

 

-

 

692,227

 

         

Borrowings

(587,980)

 

525,994

 

-

 

(61,986)

 

         

Net funds/(debt)

(176,578)

 

806,819

 

-

 

630,241

 

         

Company

       
         

Cash and cash equivalents

319,138

 

263,086

 

-

 

582,224

 

         

Borrowings

(571,980)

 

523,994

 

-

 

(47,986)

 

         

Net funds/(debt)

(252,842)

 

787,080

 

-

 

534,238

 

(b) Reconciliation of net cash flow to movement in net funds

 

Group

£

Company

£

Increase in cash and cash equivalents in the year

280,825

 

263,086

 

     

Cash outflow on borrowings repaid in the year

525,994

 

523,994

 

     
  806,819

 

787,080

 

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