TIDMSTEC
RNS Number : 9837S
Shieldtech PLC
29 May 2009
29 May 2009
Shieldtech plc (the "Company" or the "Group")
Results for the 6 months ended 31 December 2008
Shieldtech plc, a specialist provider of products and services to the Homeland
Security market, is pleased to announce its results for the six months ended 31
December 2008.
Highlights
* Turnover GBP5.0m (2007: GBP2.5m) and operating profit before amortisation of
intangible assets and share based payments of GBP236,000 (2007: loss GBP563,000)
* Further GBP1.1m order, under an existing contract, to supply a major overseas
defence client
* Awarded contract supplying HMRC
* Contracts with UK and New Zealand police forces renewed
* 19 product accreditations achieved to the new Home Office Scientific Development
Branch standard introduced in June 2007
* Significant new product development, particularly in connection with the
impending tender for the contract to supply the Metropolitan Police
* Knowledge Transfer Partnership established with a leading UK university to share
people, facilities, research and knowledge to accelerate the development of
future armour solutions
* Proposals for investment of new monies into the Group and refinancing of bank
facilities also to be announced today and to be presented to Shareholders at the
AGM
Tony O'Neill, Chief Executive commented:
"We are operating in an increasingly exciting market place. With a more secure
financial base, Shieldtech will be able to capitalise on some exciting
opportunities through innovation in our product range and our strengthened
international sales network. We have laid the groundwork, internally and with
key suppliers, to be ready to present new, innovative, cost effective solutions,
to existing customers and to new prospects in the UK and overseas."
For more information please contact:
+-------------------------------------------+----------------------------+
| Shieldtech plc | Tel: +44 (0) 1925 840048 |
| Tony O'Neill, Chief Executive Officer | |
| Robert Denton, Group Finance Director | |
| | |
+-------------------------------------------+----------------------------+
| Seymour Pierce | Tel: +44 (0) 20 7107 8000 |
| Nicola Marrin/Mark Percy | |
+-------------------------------------------+----------------------------+
| Buchanan Communications | Tel: +44 (0) 20 7466 5000 |
| Tim Anderson / Isabel Podda / Ben Romney | |
+-------------------------------------------+----------------------------+
Chief Executive's Review
I am pleased to report that the Shieldtech Group has traded profitably during
the first six months of the current financial year and that the level of
business activity is considerably higher than in the corresponding period last
year. This was achieved in spite of uncertainties hanging over the Group in
connection with its future funding. Financing proposals to be put to
shareholders at the Annual General Meeting on 22 June 2009 would, in the view of
Directors, provide a satisfactory resolution to the Group's working capital
requirements.
Financial results
Sales in the six months ended 31 December 2008 were GBP5.0 million, double those
of the corresponding period to 31 December 2007 and more than 40% up on the
second half of the year ended 30 June 2008.
The Group made an operating profit before, amortisation of intangible assets and
share based payments, of GBP236,000 in the six months ended 31 December
2008, compared to the operating loss in the corresponding period of GBP563,000
and the operating loss in the second half of the year ended 30 June 2008 of
GBP196,000. Profit before tax for the period was GBP49,000 (2007: loss
GBP1,035,000).
The Group generated a net cash inflow from operations of GBP119,000 in the six
months ended 31 December 2008, compared to the net cash outflow in the
corresponding period of GBP1.059 million and the net cash outflow in the second
half of the year ended 30 June 2008 of GBP75,000.
Recent contract wins
In October Aegis received, under an existing contract with an overseas
defence customer, a further call-off order amounting to GBP1.1 million, for
which most deliveries will be made in the second half of the current financial
year. In November Aegis took over the responsibility to provide body armour
systems to staff of Her Majesty's Revenue and Customs, having been awarded this
contract in the autumn. Several UK police forces have extended their existing
contracts for a further period. The New Zealand police force has renewed its
contract for a further 3 years.
Operational progress
Aegis introduced its customer service charter, committing to timelines for
responding to customers' enquiries, orders and complaints. This is the
cornerstone of our philosophy for looking after our customers professionally,
flexibly and promptly.
We have concentrated greatly on new product developments during these six
months. For our customers "ballistics is a given" and we recognise and
understand that their focus is on "wearability". Our designers have collaborated
with experts to design a new range of products addressing issues relating to
thermal conductivity, user perceptions of temperature and humidity, the female
form, blunt trauma and ergonomics. These new products have the potential to
meet the requirements of opportunities globally, not just in the UK. Much of
this development has been validated scientifically in conjunction with a leading
UK university under a knowledge transfer partnership program.
In parallel we have continued to expand our range of ballistic, knife and spike
protection panels. I am pleased to report that Aegis now has nineteen product
accreditations to the 2007 HOSDB standard.
Our sales structure has been further developed, particularly in specific
overseas markets. Aegis achieved accreditation status with the United Nations
and is now able to participate in certain tenders conducted under UN auspices. A
network of agents and distributors is being developed, mainly across Europe and
the Middle East, where markets offer the potential of substantial contracts, the
requirements of which are met by our new products. In the UK Aegis has started
to generate business with other emergency and first responder organisations and
with local authorities.
Aegis suffered prime cost increases due to the significant weakening of sterling
against the euro in November and December. The financial effects were twofold:
firstly, gross profit margins were eroded, more than offsetting the benefits of
improvements made in production, purchasing and stock management; secondly the
cost of settling amounts due to suppliers increased by GBP0.2 million,
exacerbated by the fact that we had arranged extended payment terms with key
suppliers in the light of our bank's decision to reduce overdraft facilities
made available to the Group due to the trading losses in the previous financial
year.
We made the difficult decision to increase selling prices in order to cover the
additional cost created by these adverse movements in the euro:GBP exchange
rate. The majority of our customers acknowledge that this incremental cost is
outside our own control and an issue faced by our competitors as well. Price
increases will come into effect at different times, based upon individual
contracts, during 2009.
I take the opportunity to record our thanks to those key customers and suppliers
who have supported the Group during a difficult period and particularly Aegis'
key trading partners who have demonstrated their confidence in the business by
permitting extended credit terms, in some cases for long periods and for
substantial amounts.
Strategy
The Directors continue to believe that there will be attractive opportunities to
grow organically and by acquisition. However, the priority remains to
re-establish profitable organic growth. The Group would benefit in many ways
from increasing its range of products and customers and the geographical spread
of its business and revenue streams, within which we seek to grow our euro based
revenue stream, creating a natural hedge against Aegis' exposure to the euro on
its prime costs.
Funding
The Company proposes to raise GBP1.1 million, before expenses, by the issue of
loan notes. It also proposes to issue warrants to subscribe for 20,625,000
ordinary shares at an exercise price of 6 pence per ordinary share. The issue of
the loan notes and warrants is conditional on, inter alia, Shareholders'
approval at the Annual General Meeting to be held on 22 June 2009.
It is proposed that the Company enter into a Loan Note Instrument to create
GBP1,100,000 8% fixed rate secured loan notes 2011 and that these be issued to
three individuals who have indicated their intention to make such investment.
The loan notes will be secured by debentures granted by each company in the
Group and by guarantees and indemnities granted by the subsidiary companies. The
loan notes and the loan note securities will be subject to the terms of an
intercreditor agreement and the loan notes will be subordinated to the Bank.
The warrants will be exercisable, in whole or in part, at any time following the
date falling 6 months from the date of issue of the warrants. The warrants will
lapse to the extent not exercised by the fifth anniversary of the date of issue.
In the event of the full exercise of the warrants the new ordinary shares
thereby created would represent 28.1% of the Company's enlarged share capital.
Conditional upon, among other things, completion of the loan note investment,
the Bank has offered to provide bank facilities comprising a GBP250,000 sterling
net overdraft facility and a GBP900,000 LIBOR term loan facility. The bank
facilities will be secured by debentures granted by each company in the Group
and by a composite guarantee to be entered into by each company in the Group.
The bank facilities and the bank securities will be subject to the terms of an
intercreditor agreement and will rank ahead of the loan notes and the loan note
securities.
The Board
Glenn Hopkinson retired as a Director of the Company on 10 December 2008. Glenn
joined Aegis in 2002 as Operations Director and led a management buy-out in 2004
with the incumbent management team, creating a partial exit for Aegis' founders.
Shieldtech acquired Aegis in July 2007 at which time most of Aegis' directors
left the business. Glenn agreed to remain for a transitional period and is now
moving on to new and different challenges. The Board is grateful for Glenn's
support and assistance since the acquisition and wishes him well for the future.
Progressively since June Tony O'Neill, CEO, and Robert Denton, Group Finance
Director, have assumed all operational and financial responsibilities.
Outlook
The Board expects an improved trading performance in the year to June 2009. The
euro:GBP exchange rate has a major impact on our material costs, however, as we
believe it does for our competitors in the UK market and this has affected gross
margins adversely. In response we have increased our selling prices as well as
maintaining a tight control on overhead costs and expect to
assist profitability.
It is expected that the contract for the supply of certain body armour systems
for the Metropolitan Police will be put out to tender this autumn. Aegis is one
of four companies qualified to participate in pre-tender discussions during
which new products have been developed for review. The results of this tender
may have an influence on the procurement strategies of other UK police forces,
which will have the option of purchasing under the Metropolitan Police framework
agreement or may choose to continue with their own framework agreements and
contracts. Aegis is monitoring the situation carefully and expects to have
products available to meet both eventualities.
With a more secure financial base, the Board is confident that the Group will be
able to capitalise on some exciting opportunities. We have laid the groundwork,
internally and with key suppliers, to be ready to present new, innovative, cost
effective solutions, to existing customers and to new prospects in the UK and
overseas.
Anthony O'Neill
22 May 2009
+--------------------------------+----------+------------+------------+------------+
| CONSOLIDATED INCOME STATEMENT |
| For the six months ended 31 December 2008 |
| |
+----------------------------------------------------------------------------------+
| D | | Unaudited | Unaudited | Audited |
| | | 6 months | 6 months | 16 months |
| | | ended 31 | ended | ended |
| | | December | 31 | 30 June |
| | | | December | |
+--------------------------------+----------+------------+------------+------------+
| | | 2008 | 2007 | 2008 |
+--------------------------------+----------+------------+------------+------------+
| | | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------+----------+------------+------------+------------+
| | Note | | | |
+--------------------------------+----------+------------+------------+------------+
| Continuing activities | | | | |
+--------------------------------+----------+------------+------------+------------+
| Revenue | | 5,030 | 2,457 | 5,986 |
+--------------------------------+----------+------------+------------+------------+
| Cost of sales | | (3,395) | (1,595) | (4,002) |
+--------------------------------+----------+------------+------------+------------+
| Gross profit | | 1,635 | 862 | 1,984 |
+--------------------------------+----------+------------+------------+------------+
| Administrative expenses | | | | |
+--------------------------------+----------+------------+------------+------------+
| - impairment of goodwill | | - | - | (8,808) |
+--------------------------------+----------+------------+------------+------------+
| - amortisation of intangible | | (132) | (132) | (264) |
| assets | | | | |
+--------------------------------+----------+------------+------------+------------+
| - share-based payments | | - | (280) | (280) |
+--------------------------------+----------+------------+------------+------------+
| - other | | (1,399) | (1,425) | (2,743) |
+--------------------------------+----------+------------+------------+------------+
| Total administrative expenses | | (1,531) | (1,837) | (12,095) |
+--------------------------------+----------+------------+------------+------------+
| | | | | |
+--------------------------------+----------+------------+------------+------------+
| Operating profit / (loss) | | 104 | (975) | (10,111) |
+--------------------------------+----------+------------+------------+------------+
| Finance costs | | (55) | (60) | (111) |
+--------------------------------+----------+------------+------------+------------+
| Finance income | | - | - | 7 |
+--------------------------------+----------+------------+------------+------------+
| Profit / (loss) before income | | 49 | (1,035) | (10,215) |
| tax | | | | |
+--------------------------------+----------+------------+------------+------------+
| Income tax | | (54) | 191 | 220 |
+--------------------------------+----------+------------+------------+------------+
| Loss for the period | | (5) | (844) | (9,995) |
+--------------------------------+----------+------------+------------+------------+
| Attributable to | | | | |
+--------------------------------+----------+------------+------------+------------+
| Equity holders of the Company | | (5) | (844) | (9,995) |
+--------------------------------+----------+------------+------------+------------+
| Profit per share attributable to the | | | |
| equity holders of the Company during the | | | |
| period | | | |
+-------------------------------------------+------------+------------+------------+
| | | | | |
+--------------------------------+----------+------------+------------+------------+
| - Basic and diluted | 4 | (0.01)p | (1.60)p | (18.94)p |
+--------------------------------+----------+------------+------------+------------+
| | | | | |
+--------------------------------+----------+------------+------------+------------+
+--------------------------------------+------------+------------+------------+----------+
| CONSOLIDATED BALANCE SHEET |
| For the six months ended 31 December 2008 |
| |
+----------------------------------------------------------------------------------------+
| | | Unaudited | Unaudited | Audited |
| | | 6 months | 6 months | |
| | | ended | ended 31 | 16 |
| | | 31 | December | months |
| | | December | | ended |
| | | | | 30 June |
+--------------------------------------+------------+------------+------------+----------+
| | | 2008 | 2007 | 2008 |
+--------------------------------------+------------+------------+------------+----------+
| | Note | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------------+------------+------------+------------+----------+
| Assets | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Non current assets | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Property, plant and equipment | | 190 | 218 | 207 |
+--------------------------------------+ +------------+------------+----------+
| Goodwill | | 2,000 | 10,714 | 2,000 |
+--------------------------------------+ +------------+------------+------------+
| Other intangible assets | | 924 | 1,188 | 1,056 |
+--------------------------------------+------------+------------+------------+------------+
| Total non-current assets | | 3,114 | 12,120 | 3,263 |
+--------------------------------------+------------+------------+------------+----------+
| Current assets | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Inventories | | 850 | 693 | 771 |
+--------------------------------------+ +------------+------------+----------+
| Trade and other receivables | | 1,602 | 1,113 | 1,962 |
+--------------------------------------+------------+------------+------------+------------+
| Total current assets | | 2,452 | 1,806 | 2,773 |
+--------------------------------------+------------+------------+------------+----------+
| Total assets | | 5,566 | 13,926 | 5,996 |
+--------------------------------------+------------+------------+------------+----------+
| Liabilities | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Non current liabilities | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Long term borrowings | | 550 | 750 | 650 |
+--------------------------------------+ +------------+------------+----------+
| Obligations under finance leases | | 5 | 32 | 28 |
+--------------------------------------+ +------------+------------+------------+
| Deferred income tax liabilities | | 14 | 17 | 14 |
+--------------------------------------+------------+------------+------------+------------+
| Total non-current liabilities | | 569 | 799 | 692 |
+--------------------------------------+------------+------------+------------+----------+
| Current liabilities | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Trade and other payables | | 2,319 | 1,280 | 2,635 |
+--------------------------------------+------------+------------+------------+----------+
| Financial liability - borrowings | | 818 | 407 | 813 |
+--------------------------------------+------------+------------+------------+----------+
| Obligations under finance leases | | 32 | 28 | 23 |
+--------------------------------------+------------+------------+------------+----------+
| Current tax liabilities | | - | 221 | - |
+--------------------------------------+------------+------------+------------+----------+
| Loan notes | | - | 207 | - |
+--------------------------------------+------------+------------+------------+----------+
| Total current liabilities | | 3,169 | 2,143 | 3,471 |
+--------------------------------------+------------+------------+------------+----------+
| Total liabilities | | 3,738 | 2,942 | 4,163 |
+--------------------------------------+------------+------------+------------+----------+
| Equity | | | | |
+--------------------------------------+------------+------------+------------+----------+
| Capital and reserves attributable to equity | | | |
| holders of the Company | | | |
+---------------------------------------------------+------------+------------+----------+
| Share capital | | 9,009 | 9,009 | 9,009 |
+--------------------------------------+------------+------------+------------+----------+
| Share premium | | 14,200 | 14,200 | 14,200 |
+--------------------------------------+------------+------------+------------+----------+
| Share based payment | | 280 | 280 | 280 |
+--------------------------------------+------------+------------+------------+----------+
| Retained earnings | | (21,661) | (12,505) | (21,656) |
+--------------------------------------+------------+------------+------------+----------+
| Total shareholders' equity | | 1,828 | 10,984 | 1,833 |
+--------------------------------------+------------+------------+------------+----------+
| Total equity and liabilities | | 5,566 | 13,926 | 5,996 |
+--------------------------------------+------------+------------+------------+----------+
+--------------------------------+------+-------------+-------------+----------+
| CONSOLIDATED CASH FLOW STATEMENT |
| For the six months ended 31 December 2008 |
| |
+------------------------------------------------------------------------------+
| | | Unaudited | Unaudited 6 | Audited |
| | | 6 months | months | |
| | | ended | ended 31 | 16 |
| | | 31 December | December | months |
| | | | | ended 30 |
| | | | | June |
+--------------------------------+------+-------------+-------------+----------+
| | | 2008 | 2007 | 2008 |
+--------------------------------+------+-------------+-------------+----------+
| | | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------+------+-------------+-------------+----------+
| |Note | | | |
+--------------------------------+------+-------------+-------------+----------+
| Cash flows from operating | | | | |
| activities | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Cash generated / (consumed by) | 5 | 45 | (999) | (584) |
| operations | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Income tax received / (paid) | | 129 | - | (444) |
+--------------------------------+------+-------------+-------------+----------+
| Interest paid | | (55) | (60) | (106) |
+--------------------------------+------+-------------+-------------+----------+
| Net cash inflow / (outflow) | | 119 | (1,059) | (1,134) |
| from operating activities | | | | |
+--------------------------------+------+-------------+-------------+----------+
| | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Cash flows from investing | | | | |
| activities | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Interest received | | - | - | 7 |
+--------------------------------+------+-------------+-------------+----------+
| Purchases of property plant | | (10) | (11) | (33) |
| and equipment | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Acquisition of subsidiaries | 6 | - | (6,002) | (6,002) |
+--------------------------------+------+-------------+-------------+----------+
| Net cash used in investing | | (10) | (6,013) | (6,028) |
| activities | | | | |
+--------------------------------+------+-------------+-------------+----------+
| | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Cash flows from financing | | | | |
| activities | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Proceeds from the issue of | | - | 10,075 | 10,075 |
| ordinary shares | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Payment for share issue costs | | - | (1,075) | (1,075) |
+--------------------------------+------+-------------+-------------+----------+
| New borrowings | | - | 1,000 | 1,000 |
+--------------------------------+------+-------------+-------------+----------+
| Repayment of borrowings | | (100) | (2,850) | (2,950) |
+--------------------------------+------+-------------+-------------+----------+
| Repayment of loan notes | | - | (260) | (467) |
+--------------------------------+------+-------------+-------------+----------+
| Repayment of finance lease | | (14) | (14) | (23) |
+--------------------------------+------+-------------+-------------+----------+
| Net cash received from | | (114) | 6,876 | 6,560 |
| financing activities | | | | |
+--------------------------------+------+-------------+-------------+----------+
| | | | | |
+--------------------------------+------+-------------+-------------+----------+
| Net decrease in cash and cash | (5) | (196) | (602) |
| equivalents | | | |
+---------------------------------------+-------------+-------------+----------+
| Cash and cash equivalents at the | (613) | (11) | (11) |
| beginning of the period | | | |
+---------------------------------------+-------------+-------------+----------+
| Cash and cash equivalents at the end | (618) | (207) | (613) |
| of the period | | | |
+--------------------------------+------+-------------+-------------+----------+
+----------------------------+----------+----------+----------+----------+----------+----------+
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| For the six months ended 31 December 2008 |
| |
+----------------------------------------------------------------------------------------------+
| | Ordinary | Deferred | Share | Share | Retained | Total |
| | share | share | based | premium | earnings | equity |
| | capital | capital | payment | | | |
| | | | reserve | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Balance at 30 June 2008 | 527 | 8,482 | - | 14,200 | (21,656) | 1,833 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Changes in equity for the | | | | | | |
| six months ended 31 | | | | | | |
| December 2008 | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Total recognised | | | | | | |
| income/(loss) | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - loss for the period | - | - | - | - | (5) | (5) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Balance at 31 December | 527 | 8,482 | 280 | 14,200 | (21,661) | 1,826 |
| 2008 | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Balance at 30 June 2007 | 8,498 | - | - | 3,011 | (11,661) | (152) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Changes in equity for the | | | | | | |
| year ended 30 June 2008 | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Total recognised | | | | | | |
| income/(loss) | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - loss for the period | - | - | - | - | (9,995) | (9,995) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | 8,498 | - | - | 3,011 | (21,656) | (10,147) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Share reorganisation | (8,482) | 8,482 | - | - | - | - |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Issues of share capital | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - acquisition of Aegis | 108 | - | - | 2,592 | - | 2,700 |
| group | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - other | 403 | - | - | 9,672 | - | 10,075 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Share issue costs | - | - | - | (1,075) | - | (1,075) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Share based payment charge | - | - | 280 | - | - | 280 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Balance at 30 June 2008 | 527 | 8,482 | 280 | 14,200 | (21,656) | 1,833 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Balance at 30 June 2007 | 8,498 | - | - | 3,011 | (11,661) | (152) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Changes in equity for the | | | | | | |
| six months ended 31 | | | | | | |
| December 2007 | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Total recognised | | | | | | |
| income/(loss) | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - loss for the period | - | - | - | - | (844) | (844) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| | 8,498 | - | - | 3,011 | (12,505) | (996) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Share reorganisation | (8,482) | 8,482 | - | - | - | - |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Issues of share capital | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - acquisition of Aegis | 108 | - | - | 2,592 | - | 2,700 |
| group | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
| - other | 403 | - | - | 9,672 | - | 10,075 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Share issue costs | - | - | - | (1,075) | - | (1,075) |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Share based payment charge | - | - | 280 | - | - | 280 |
+----------------------------+----------+----------+----------+----------+----------+----------+
| Balance at 31 December | 527 | 8,482 | 280 | 14,200 | (12,505) | 10,984 |
| 2007 | | | | | | |
+----------------------------+----------+----------+----------+----------+----------+----------+
1. Nature of operations and general information
Shieldtech plc ("the Company") and its subsidiaries (together "the Group") are
principally involved with the supply of products and services to the Homeland
Security market. The main activities of the Group currently are the design,
manufacture and distribution of body armour systems.
Shieldtech plc is the Group's ultimate parent company. It is incorporated and
domiciled in England and Wales. Shieldtech plc's shares are listed on the AIM
market of the London Stock Exchange. The address of the registered office and
principal place of business is 5 Chesford Grange, Woolston, Warrington, WA1 4RQ.
These unaudited consolidated interim financial statements have been prepared in
accordance with International Financial Reporting Standard ('IFRS') IAS 34
Interim Financial Reporting. They do not include all the information required
for full annual financial statements and should be read in conjunction with the
consolidated financial statements of the Group for the year ended 30 June 2008
which have been delivered to the Registrar of Companies and are also available
on the Company's website at www.shieldtechplc.com. Those financial statements
received an unqualified audit report which did not contain statements under
section 237(2) and (3) of the Companies Act 1985.
Shieldtech plc's consolidated interim financial statements are presented in
pounds sterling (GBP), which is also the functional currency of the Company.
2. Accounting policies
These unaudited consolidated interim financial statements have been prepared
under the historical cost convention. The accounting policies used in these
interim financial statements are consistent with those applied in the audited
financial statements of the Group for the year ended 30 June 2008.
The financial statements have been prepared on a going concern basis under the
historical cost convention. As described in the Chairman's Statement in the
Report and Accounts for the year ended 30 June 2008, the Group's trading loss in
that period reflected weak demand in the UK following the introduction of new
ballistic protection standards. Trading improved towards the end of the period
and this improvement has been maintained since 30 June 2008. The Bank reduced
the Group's overdraft facility in response to the trading loss and indicated its
requirement for additional finance to be injected into the business in order to
ensure the Bank's continued support. The Company has been engaged for some
months in discussions with the Bank and other parties concerning an injection of
additional finance into the business. Throughout this period the Bank has
continued to provide working capital support to enable the discussions to be
completed. It is proposed that the Company enter into a Loan Note Instrument to
create GBP1,100,000 8% fixed rate secured loan notes 2011 and that these be
issued to three individuals who have indicated their intention to make such
investment. The issue of loan notes will further improve the Group's financial
position and provide, with the Bank's ongoing support, the working capital
required by the Group. The Bank has offered, conditional upon, among other
things, completion of this investment, to provide new banking facilities to the
Group. The investment is conditional upon the approval of the Shareholders at
the forthcoming Annual General Meeting. At the date of this report these
conditions have not yet been satisfied.
Subject to the satisfaction of these conditions, the Directors believe the Group
will have sufficient funding to meet its debts as they fall due for a period of
at least twelve months from the expected date of completion of the investment.
If the conditions were not to be satisfied then the funding from the investors
might not be forthcoming. For the reasons set out above this creates a material
uncertainty over the ability of the Group to pay its debts as they fall due
which casts significant doubt over the Group's ability to continue as a going
concern. These financial statements do not include any adjustments that would
result if the going concern basis of preparation was inappropriate.
The principal accounting policies are set out below.
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European
Union (EU), including International Accounting Standards (IAS) and
interpretations issued by the International Financial Reporting Interpretations
Committee (IFRIC). Practice is continuing to evolve on the application and
interpretations of IFRS. Further standards may be issued by the International
Accounting Standards Board (IASB) and standards currently in issue and endorsed
by the EU may be subject to interpretations issued by IFRIC.
IFRS, as adopted by the EU, differs in certain respects from IFRS as issued by
the IASB. However, the consolidated financial statements for the period
presented would be no different had the Group applied IFRS as issued by the
IASB. References to IFRS hereafter should be construed as references to IFRS as
adopted by the EU.
The preparation of financial statements, in conformity with generally accepted
accounting principles under IFRS, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Although these estimates are based on
management's best knowledge of the amount, event or actions, actual results may
ultimately differ from those estimates.
The financial statements have been prepared using the measurement basis
specified by IFRS for each type of asset, liability, income and expense. The
measurement bases are more fully described in the detailed accounting policies
below.
2.2 Basis of consolidation
The Group financial statements consolidate those of the Company and all of its
subsidiary undertakings drawn up to the balance sheet date. Subsidiaries are
entities over which the Group has the power to control the financial and
operating policies so as to obtain benefits from its activities. The Group
obtains and exercises control through voting rights. Subsidiaries are
consolidated from the date on which control is transferred to the Group.
Unrealised gains on transactions within the Group are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
2.3Business combinations
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase
method involves the recognition at fair value of all identifiable assets and
liabilities, including contingent liabilities of the subsidiary, at the
acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at their fair values, which are also used as the
bases for subsequent measurement in accordance with Group accounting policies.
Goodwill is stated after separating out identifiable intangible assets.
2.4 Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value
of the Group's share of the net identifiable assets including separately
identifiable intangible assets and contingent liabilities of the acquired
subsidiary at the date of acquisition, regardless of whether or not they were
recorded in the financial statements of the subsidiary prior to acquisition.
Goodwill is tested annually for impairment.
Other intangible assets
Separately identifiable intangible assets are included at their fair value at
the date of acquisition and amortised over their estimated useful lives,
generally up to five years.
2.5 Property, plant and equipment
Property, plant and equipment are included at cost less accumulated depreciation
and provision for impairment. No depreciation is charged during the period of
construction or commissioning.
2.6 Depreciation
Depreciation is calculated to write down the cost, less any estimated residual
value, of all property, plant and equipment on a straightline basis over their
estimated useful economic lives as follows:
Long leasehold land and buildingsterm of lease
Plant and machinery up to 10 years
Other up to 5 years
Material residual value estimates are updated as required, but at least
annually, whether or not the asset is revalued.
2.7 Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the
difference between the disposal proceeds and the carrying amount of the asset
and is recognised in the income statement.
2.8 Impairment testing of assets
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating
units). As a result, some assets are tested individually for impairment and some
are tested at cash-generating unit level.
Individual assets or cash-generating units are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment loss is recognised where the asset's or cash-generating unit's
carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of fair value, reflecting market conditions less costs to sell, and value
in use based on an internal discounted cash flow evaluation. Impairment losses
recognised for cash-generating units, to which goodwill has been allocated, are
credited initially to the carrying amount of goodwill. Any remaining impairment
loss is charged pro rata to the other assets in the cash-generating unit. With
the exception of goodwill, all assets are subsequently reassessed for
indications that an impairment loss previously recognised may no longer exist.
2.9 Leased assets
In accordance with IAS 17, the economic ownership of a leased asset is
transferred to the lessee if the lessee bears substantially all the risks and
rewards related to the ownership of the leased asset. The related asset is
recognised at the time of inception of the lease at the fair value of the leased
asset or, if lower, the present value of the minimum lease payment plus
incidental payments, if any, to be borne by the lessee. A corresponding amount
is recognised as a finance leasing liability.
The interest element of leasing payments is charged to the income statement in
constant proportion to the capital balance outstanding over the period of the
lease.
All other leases are regarded as operating leases and the payments made under
them are charged to the income statement on a straight-line basis over the lease
term. Lease incentives are spread over the term of the lease.
2.10 Investments
Investments in subsidiary companies are included at cost less provision for
impairment.
2.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
calculated on a FIFO basis and includes materials, direct labour and an
attributable proportion of manufacturing overheads based on normal levels of
activity. Net realisable value is based on estimated selling price less further
costs to be incurred to completion and disposal.
2.12 Cash and cash equivalents
For the purposes of the cash flow statement cash and cash equivalents comprise
cash in hand and demand deposits together with other short-term highly liquid
investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value. Bank overdrafts that
are repayable on demand form an integral part of the Group's cash management and
are also included as a component of cash and cash equivalents. For the purposes
of the balance sheet cash and cash equivalents are cash on hand and deposits
with banks and other financial institutions which are not restricted in its use.
Bank overdrafts are included in borrowings in current liabilities.
2.13 Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable. Revenue is reduced for any rebates and other similar allowances.
Revenue on the outright sale of goods, where no supplier obligations remain, is
recognised on despatch to the customer. Revenue from a contract to provide goods
is recognised by reference to the stage of completion of the contract.
Interest income is accrued on a time basis by reference to the principal
outstanding and at the effective interest rates applicable.
2.14 Foreign currency
Transactions in foreign currency are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses arising from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are recognised in the income statement.
2.15 Employee benefits
Pension contributions - defined contribution scheme
The Group makes pension contributions only to defined contribution schemes.
These contributions are recognised in the income statement during the period in
which they become payable. The group has no further payment obligations once the
contributions have been paid.
Share-based payments
The Group operates a number of equity-settled, share-based compensation plans.
The fair value of the services received in exchange for the grant of the options
and warrants is recognised as an expense in the income statement with a
corresponding adjustment to equity. The total amount to be expensed over the
vesting period, or on grant if there is no vesting period, is determined by
reference to the fair value of the options and warrants granted using an
appropriate pricing model.
2.16 Taxation
Income tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax is the tax currently payable or receivable based on the taxable
profit or loss for the period. The Group's liability for current tax is
calculated using tax laws and rates that have been enacted or substantively
enacted by the balance sheet date.
Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. In addition, tax
losses available to be carried forward as well as other income tax credits to
the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax
assets are recognised to the extent that it is probable that the underlying
deductible temporary differences will be able to be offset against future
taxable income. Current and deferred tax assets and liabilities are calculated
at tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at the balance
sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that are
charged or credited directly to equity (such as the revaluation of land) in
which case the related deferred tax is also charged or credited directly to
equity.
2.17 Segment reporting
A segment is a distinguishable component of the Group that is engaged in
providing goods or services (business segment), or in providing goods or
services within a particular economic environment (geographical segment), which
is subject to risks and returns that are different from those of other segments.
2.18Financial assets
All financial assets are recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are recognised at
fair value plus transaction costs.
Financial assets at fair value through profit or loss include financial assets
that are either classified as held for trading or are designated by the entity
as at fair value through profit or loss upon initial recognition. Subsequent to
initial recognition, the financial assets included in this category are measured
at fair value with changes in fair value recognised in the income statement.
Financial assets originally designated as financial assets at fair value through
profit or loss may not be reclassified subsequently.
Financial assets are designated as at fair value through profit or loss where
they eliminate or significantly reduce a measurement (or recognition) mismatch.
Loans receivable are measured subsequent to initial recognition at amortised
cost using the effective interest method, less provision for impairment. Any
change in their value through impairment or reversal of impairment is recognised
in the income statement.
Provision against trade receivables is made when there is objective evidence
that the Group will not be able to collect all amounts due to it in accordance
with the original terms of those receivables. The amount of the write-down is
determined as the difference between the asset's carrying amount and the present
value of estimated future cash flows.
An assessment for impairment is undertaken on each financial asset at least at
each balance sheet date.
2.19 Financial liabilities
Financial liabilities are recorded at amortised cost using the effective
interest method, with interest-related charges recognised as an expense in
finance cost in the income statement. Finance charges, including premiums
payable on settlement or redemption and direct issue costs, are charged to the
income statement on an accruals basis using the effective interest method and
are added to the carrying amount of the instrument to the extent that they are
not settled in the period in which they arise.
Financial liabilities are categorised as at fair value through profit or loss
where they are classified as held-for-trading or designated as at fair value
through profit or loss on initial recognition.
A financial liability is derecognised only when the obligation is extinguished,
that is, when the obligation is discharged or cancelled or expires.
3. Segmental information
The business of the Group comprises one segment, body armour systems.
Accordingly no segmental information is provided.
4. Loss per share
The Company's share capital was reorganised on 12 July 2007 by consolidating
every 500 ordinary shares into 1 consolidated share and then subdividing each
consolidated share into 1 new ordinary share and 499 deferred shares. The effect
of the reorganisation was to reduce the number of ordinary shares by a factor of
500. On 13 July 40,000,000 new ordinary shares were placed to raise GBP10
million and 10,800,000 new ordinary shares were issued as part of the
consideration to purchase the entire share capital of Aegis Engineering Holdings
Limited (formerly Shieldtech Limited) and its subsidiary Aegis Engineering
Limited.
The loss per share is calculated by reference to the loss attributable to
ordinary shareholders divided by the weighted average number of ordinary shares
in issue during the period.
+----------------------------------------+--------------+-------------+--------------+
| | Unaudited | Unaudited | Audited |
| | 6 months | 6 months | 16 months |
| | ended 31 | ended 31 | ended 30 |
| | December | December | June |
+----------------------------------------+--------------+-------------+--------------+
| | 2008 | 2007 | 2008 |
+----------------------------------------+--------------+-------------+--------------+
| | | | |
+----------------------------------------+--------------+-------------+--------------+
| Loss attributable to equity holders of | (5) | (844) | (9,995) |
| the Group (GBP'000) | | | |
+----------------------------------------+--------------+-------------+--------------+
| Weighted average number of ordinary | 52,788,223 | 52,763,139 | 52,775,578 |
| shares in issue | | | |
+----------------------------------------+--------------+-------------+--------------+
| Basic and diluted loss per share | (0.01)p | (1.60)p | (18.94)p |
| (pence) | | | |
+----------------------------------------+--------------+-------------+--------------+
| | | | |
+----------------------------------------+--------------+-------------+--------------+
| Profit / (loss) attributable to equity | 127 | (432) | (643) |
| holders of the Group (GBP'000) - | | | |
| before impairment of goodwill, | | | |
| amortisation of intangible assets and | | | |
| share based payment charge | | | |
+----------------------------------------+--------------+-------------+--------------+
| Basic and diluted earnings / (loss) | 0.24p | (0.82)p | (1.22)p |
| per share (pence) | | | |
| -before impairment of goodwill, | | | |
| amortisation of intangible assets and | | | |
| share based payment charge | | | |
+----------------------------------------+--------------+-------------+--------------+
Share options in issue are anti-dilutive in respect of the basic earnings /
(loss) per share calculation and have therefore been excluded in the above
calculations.
5. Cash consumed by operations
+--------------------------------------+------------+------------+----------+
| | Unaudited | Unaudited | Audited |
| | 6 months | 6 months | 16 |
| | ended | ended | months |
| | 31 | 31 | ended |
| | December | December | 30 June |
+--------------------------------------+------------+------------+----------+
| | 2008 | 2007 | 2008 |
+--------------------------------------+------------+------------+----------+
| | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------------+------------+------------+----------+
| Loss for the period | (5) | (844) | (104) |
+--------------------------------------+------------+------------+----------+
| Adjustments for: | | | |
+--------------------------------------+------------+------------+----------+
| - Depreciation | 27 | 27 | - |
+--------------------------------------+------------+------------+----------+
| - Amortisation of intangible assets | 132 | 132 | - |
+--------------------------------------+------------+------------+----------+
| - Share based payment charge | - | 280 | - |
+--------------------------------------+------------+------------+----------+
| - Finance costs | 55 | 60 | - |
+--------------------------------------+------------+------------+----------+
| - Finance income | - | - | (1) |
+--------------------------------------+------------+------------+----------+
| - Taxation income recognised in | 54 | (191) | - |
| income statement | | | |
+--------------------------------------+------------+------------+----------+
| - Trade and other receivables | 172 | 186 | (3) |
+--------------------------------------+------------+------------+----------+
| - Inventories | (79) | 204 | - |
+--------------------------------------+------------+------------+----------+
| - Trade and other payables | (311) | (853) | 76 |
+--------------------------------------+------------+------------+----------+
| | | | |
+--------------------------------------+------------+------------+----------+
| Cash generated / (consumed) by | 45 | (999) | (584) |
| operations | | | |
+--------------------------------------+------------+------------+----------+
6.Acquisition of subsidiaries
On 13 July 2007 the Company acquired the entire share capital of Aegis
Engineering Holdings Limited (previously named Shieldtech Limited) and its
wholly owned subsidiary Aegis Engineering Limited (together 'the Aegis group')
whose principal activity is the design is the design, manufacture and
distribution of body armour systems and other Homeland Security products and
equipment.
+----------------------------------------+-----------+-------------+------------+
| | Book |Adjustments |Fair value |
| | value | | |
+----------------------------------------+-----------+-------------+------------+
| | GBP'000 | GBP'000 | GBP'000 |
+----------------------------------------+-----------+-------------+------------+
| Non current assets | | | |
+----------------------------------------+-----------+-------------+------------+
| Property, plant and equipment | 234 | - | 234 |
+----------------------------------------+-----------+-------------+------------+
| Other intangible assets | - | 1,320 | 1,320 |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Current assets | | | |
+----------------------------------------+-----------+-------------+------------+
| Inventories | 897 | - | 897 |
+----------------------------------------+-----------+-------------+------------+
| Trade and other receivables | 1,293 | (28) | 1,265 |
+----------------------------------------+-----------+-------------+------------+
| Cash and cash equivalents | 196 | - | 196 |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Non current liabilities | | | |
+----------------------------------------+-----------+-------------+------------+
| Financial liabilities - bank loan | (2,800) | - | (2,800) |
+----------------------------------------+-----------+-------------+------------+
| Finance leases | (48) | - | (48) |
+----------------------------------------+-----------+-------------+------------+
| Deferred income tax liabilities | (14) | - | (14) |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Current liabilities | | | |
+----------------------------------------+-----------+-------------+------------+
| Trade and other payables | (1,984) | (66) | (2,050) |
+----------------------------------------+-----------+-------------+------------+
| Finance leases | (26) | - | (26) |
+----------------------------------------+-----------+-------------+------------+
| Current tax liabilities | (417) | - | (417) |
+----------------------------------------+-----------+-------------+------------+
| Loan notes | (467) | - | (467) |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| | (3,136) | 1,226 | (1,910) |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Goodwill on acquisition | | | 10,808 |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Initial purchase consideration | | | 8,898 |
+----------------------------------------+-----------+-------------+------------+
| The acquisition of the Aegis group has been recognised in these financial |
| statements on the basis of estimates of the fair values of the net assets |
| acquired and the goodwill arising. |
| The initial purchase consideration was GBP8.5 million, satisfied by GBP5.8 |
| million in cash and by GBP2.7 million from the issue of 10.8 million new |
| ordinary shares at a market price of 25 pence each, and associated costs of |
| GBP0.4 million. The initial purchase consideration is subject to adjustments |
| dependent on the performance of the Aegis group in the two years ended 30 |
| June 2008. The adjustments arising in respect of the year ended 30 June 2007 |
| were GBPnil. The adjustment in respect of the year ending 30 June 2008 is |
| based on an earn-out to be determined by the adjusted profit of the Aegis |
| group (between GBP2.8 million and GBP4.2 million), subject to a maximum |
| amount of GBP5.3 million and is estimated to be GBPnil. |
+-------------------------------------------------------------------------------+
| Net cash flow on acquisition | | | GBP'000 |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Initial purchase consideration | | | 8,898 |
+----------------------------------------+-----------+-------------+------------+
| Less: non-cash consideration | | | (2,700) |
+----------------------------------------+-----------+-------------+------------+
| | | | |
+----------------------------------------+-----------+-------------+------------+
| Consideration paid in cash (including | | | 6,198 |
| associated costs) | | | |
+----------------------------------------+-----------+-------------+------------+
| Less: cash and cash equivalents | | | (196) |
| acquired | | | |
| | | | |
+----------------------------------------+-----------+-------------+------------+
| | | | 6,002 |
+----------------------------------------+-----------+-------------+------------+
Goodwill arose in the business combination because the consideration included a
control premium and amounts in relation to revenue growth, future market
development and the assembled workforce of the Aegis group. These benefits are
not recognised separately from goodwill as the future economic benefits arising
from them cannot be reliably measured.
As at 30 June 2008 the Group assessed the value of goodwill relating to the
Aegis group, on a value in use basis, and determined that it was appropriate to
reduce it by an impairment charge. The net book value of goodwill was determined
from a value in use calculation using a discounted cash flow model. The discount
rate was 13%. Cash flow forecasts of the Aegis group were prepared for the two
years ending 30 June 2010 based on past performance and expectations and
extrapolated for a further three years on a constant 10% basis to give five year
projections. The impairment charge amounted to GBP8.808 million.
The Company also acquired the customer lists and customer relationships of the
Aegis group. The fair value of these intangible assets has been assessed and
separately recognised from goodwill because they are capable of being separated
from the Group and sold, transferred, licensed, rented or exchanged, either
individually or together with any related contracts.
7.Share capital reorganisation
The Company's share capital was reorganised on 12 July 2007 by:
- Consolidating every 500 ordinary shares into one consolidated share
- Sub-dividing each consolidated share into one new ordinary share and 499
deferred shares.
The new ordinary shares have rights identical in all respects to the previous
ordinary shares. The deferred shares have no voting or dividend rights and are
effectively valueless. It is the Board's intention to cancel these deferred
shares at the appropriate time.
8.Approval of these unaudited consolidated interim financial statements
These unaudited consolidated interim financial statements were approved and
authorised for issue by the Board of Directors on 22 May 2009.
+---------------------------------------+----------------------------------+
| Directors, Secretary and Advisers | |
| | |
+---------------------------------------+----------------------------------+
| Company registration number | |
+---------------------------------------+----------------------------------+
| 1423125 | |
| | |
+---------------------------------------+----------------------------------+
| Directors | |
+---------------------------------------+----------------------------------+
| Timothy Redmayne Wightman | |
+---------------------------------------+----------------------------------+
| Robert William Denton | |
+---------------------------------------+----------------------------------+
| Anthony Arthur O'Neill | |
+---------------------------------------+----------------------------------+
| Sir Keith Povey | |
+---------------------------------------+----------------------------------+
| Adrian Effland Bradshaw | |
| | |
+---------------------------------------+----------------------------------+
| Company secretary | |
+---------------------------------------+----------------------------------+
| Robert William Denton | |
| | |
+---------------------------------------+----------------------------------+
| Registered office | |
+---------------------------------------+----------------------------------+
| 5 Chesford Grange | |
| Woolston | |
| Warrington | |
| WA1 4RQ | |
| | |
+---------------------------------------+----------------------------------+
| Independent auditors | |
+---------------------------------------+----------------------------------+
| Grant Thornton UK LLP | |
| Chartered Accountants and Registered | |
| Auditors | |
| 4 Hardman Square | |
| Spinningfields | |
| Manchester | |
| M3 3EB | |
| | |
+---------------------------------------+----------------------------------+
| Registrars | |
+---------------------------------------+----------------------------------+
| Capita Registrars | |
| The Registry | |
| 34 Beckenham Road | |
| Beckenham | |
| Kent | |
| BR3 4TU | |
| | |
+---------------------------------------+----------------------------------+
| Solicitors | |
+---------------------------------------+----------------------------------+
| Shoosmiths | |
| Apex Plaza | |
| Forbury Road | |
| Reading | |
| RG1 1SH | |
| | |
+---------------------------------------+----------------------------------+
| Nominated adviser and Broker | |
+---------------------------------------+----------------------------------+
| Seymour Pierce Limited | |
| 20 Old Bailey | |
| London | |
| EC4M 7EN | |
| | |
+---------------------------------------+----------------------------------+
| Website | |
| | |
+---------------------------------------+----------------------------------+
| www.shieldtechplc.com | |
+---------------------------------------+----------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Shieldtech (LSE:STEC)
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Shieldtech (LSE:STEC)
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