Eurovestech plc : 19/09/12 Results announcement ›more

19/09/12

Results announcement

Unaudited Final Results for the year ended 30 June 2012

Eurovestech, the pan-European development capital fund, is pleased to announce
its unaudited final results for the year ended 30 June 2012.

HIGHLIGHTS

* Sale of 40 per cent stake in KSS Fuels for £7.2m, a 38% premium to carrying value

* Dentsu, one of the world's largest media companies, invests in Maxifier and announces a strategic partnership to drive Maxifier's expansion in Asia Pacific

* £13.3m (4 pence per share) returned in October 2011; a further £4.4m (1.32 pence per share) to be returned to shareholders, taking total returns above £27 million (7.5 pence per share)

* Maxifier successfully raised additional growth capital from several investors at a premium that resulted in a £3.0m increase in carrying value

* Underlying net assets continue to grow

* Balance sheet remains strong, portfolio companies deliver further growth

* AIM delisting approved by shareholders

* Charitable share gifts help 107 charities

Richard Bernstein, Chief Executive of Eurovestech, commented:

"We are pleased to have announced our third cash return to shareholders following the sale of part of our stake in KSS Fuels. This will take the total realised profits from our core investments since 2008 above £43 million and the total returned to investors to 7.5 pence per share. Both the sale of a minority stake in KSS Fuels and investment capital raised by Maxifier were achieved at a premium to book value. Our balance sheet remains strong and we are confident that our portfolio can deliver further growth and returns for shareholders".

FURTHER ENQUIRIES

Eurovestech plc

Richard Bernstein Tel: [phone]

Chief Executive www.eurovestech.com

Merchant Securities Limited

David Worlidge/Simon Clements Tel: [phone]

CHAIRMAN'S STATEMENT

I am pleased to report another year of significant progress for Eurovestech and its portfolio of investments which has delivered further realisations and another distribution of cash to our shareholders. We are also pleased to announce that our shareholders have approved the delisting of our shares.

Progress was achieved against an international economic background that remained challenging. A resilient performance was achieved in the face of persistent weakness in the major markets in which our companies operate. The
technological strength of our companies and our strong balance sheet enabled us to continue delivering shareholder value.

During the year the Company provided a return of cash of £13.3 million (4 pence per share) in October 2011. At the end of the year, following this return, the Company balance sheet shows shareholders' funds of £57.4 million, (£65.6 million at 30 June 2011), equivalent to a net asset value per share of 17.3 pence (after the cash return of 4 pence per share), compared with 19.8 pence per share a year earlier, growth of 1.5 pence per share after taking into account the cash return.

Net assets per share are a measure of our progress. When the Company was listed on the AIM market in March 2000 the net asset value was 5 pence per share. Over the last two years we have returned 6.18 pence per share. Adjusted to add back these cash returns, net asset value at 30 June 2012 would have been 23.5 pence per share which evidences the value delivered by the Company. This significant ability to realise profits from investee company investments and return surplus cash to shareholders has not been recognised in the share price which has recently traded at a substantial discount to asset value.

Considering the trading discount, excessive costs and administrative time required to comply with the AIM rules and after having consultations with our major shareholders regarding our strategy to deliver long-term value to
shareholders, the Company asked shareholders to approve the cancellation of admission of its Ordinary Shares to trading on AIM. At a General Meeting on 6 September 2012, the shareholders approved the cancellation of admission.
Details on this are set out later in this statement. I will report first on the progress of our portfolio companies.

ITWP ACQUISITIONS LTD (TOLUNA)

ToLuna has been a private company since it was acquired by ITWP Acquisitions in April 2011. Earlier this year, ToLuna's growth was recognised in Investec's "Top 100 fastest-growing private companies" in the UK, in which ToLuna was
ranked fourth. The rankings were based on compound annual growth rates of sales over a four year period, based on accounts filed up to February 2012.

With the help of ITWP, the business continues to broaden and enhance its product offering and its technological strength to drive its long-term growth.
One such new product released in April is Toluna.com, the market research industry's first social voting community, which enables members to connect more easily with others in new ways to enhance user engagement. ToLuna's online
panel and community software platform, PanelPortal Connect, has been improved to enable businesses to create a social community within a Facebook fan page.

Following the conversion on 30 June 2012 of the outstanding loan notes issued by ITWP in connection with the acquisition of ToLuna, Eurovestech is now interested in 16.7 per cent of the issued share capital of ITWP, which owns the entire issued share capital of ToLuna, at a valuation of £23.8 million.

KSS LTD (KSS FUELS)

KSS Fuels made further progress, too. The company won a series of orders both from new and existing customers. This was helped by the integration of Market Planning Solutions Inc. (MPSI), acquired in May 2011.

For fuel retailers who wish to enhance their pricing capabilities without significant upfront cost or IT effort, KSS Fuels launched PriceNet Cloud, a new retail fuels pricing solution. Using the latest cloud technology, this has sufficient scale to support thousands of sites and can be fully integrated with
existing systems.

In January 2012, 7-Eleven Australia implemented PriceNet in its 400 site network. This significant deal in Australia helped drive strong growth for the company in the Asia-Pacific region.

In May 2012 MOL Hungarian Oil and Gas, a leading Central European petroleum retailer, implemented PriceNet across its retail network of more than 300 sites in Hungary.

In June 2012 Rontec, a leading UK independent fuel retailer, implemented PriceNet across its retail network of more than 200 sites, which operate mostly under the Total brand. A major Canadian grocer also selected PriceNet to manage
its growing wholesale and retail fuels business. The latest update of KSS Fuels' MPSI TrafficMetrix provides traffic forecasts for more than 790,000 US locations.

Though some significant deals moved more slowly than expected, KSS Fuels achieved revenues of $21.0 million (£13.2 million) and underlying EBITDA of $1.2 million (£728,000) for the year before exceptional integration costs and business combination amortisation of £1.6 million.

Subsequent to the year end, MRH Retail, a UK independent retailer, implemented KSS Fuels' fuel pricing application across its UK network of more than 300 locations.

On 17 August 2012 Eurovestech announced the sale of a 40 per cent interest in KSS Fuels to Invesco Asset Management for approximately £7.2 million cash. This values KSS Fuels at £18 million, compared to its previous £13 million carrying
value in Eurovestech's 31 December 2011 interim report.

At 30 June 2012 Eurovestech owned 100 per cent of KSS Fuels. Following the sale to Invesco, Eurovestech owns 60 per cent.

MAXIFIER LIMITED

Maxifier's online advertising technology solutions enable premium publishers and advertising networks to increase their advertising effectiveness, maximise campaign performance and drive toward a greater inventory value, giving customers improved financial performance and a competitive advantage.

In May 2012 Martini Media, the digital media and content platform, selected Maxifier's ADMAX platform to improve campaign performance across more than 1,000 sites. This followed earlier wins from Forbes.com, one of the world's
most influential business media brands, and from WPP's 24/7 Real Media. Contracts were also signed with two leading telecoms companies and the company's pipeline continues to expand.

Maxifier opened its first office in Japan in January 2012 and signed its first local contract, with Recruit, a major Japanese publisher. Maxifier's global presence and success has attracted growing recognition and support in the industry and was instrumental in securing an investment from one of the leading innovators in global advertising, Dentsu Digital Holdings, Inc. (DDH). DDH announced that it had made a strategic investment in Maxifier on 30 August
2012, which followed additional funding rounds earlier in the year with other third party investors. DDH actively invests in emerging digital companies, and intends to collaborate with Maxifier on business development plans across the Asian market. Also occurring in August 2012, Maxifier and MediaMath, the leading digital media-buying platform company, announced a partnership to bring a combined end-to-end buying platform to the Japanese market.

At 30 June 2012 Eurovestech owned 46.3 per cent of Maxifier, at a carrying value of £6.5 million. Following DDH's investment, Eurovestech owns 44.2 per cent of Maxifier.

LOGNET INFORMATION SYSTEMS PLC

LogNet also enjoyed contract wins during the year and notable recognition in the 2012 IDC MarketScape vendor report. LogNet's product and service offerings are now serving a broader range of industries with its multi-play customer care and billing solutions. In July 2011, LogNet implemented a customer management and billing solution for a new Internet Service Provider in Southeast Asia.
This followed wins earlier in 2011 from Derech Eretz, the Israeli toll road group, and from First Utility, a leading independent UK energy and telecoms company. In February 2012 it was selected by Tango, a leading mobile and
internet services provider in Luxembourg, to deploy a multiple play customer management and billing solution. Tango, part of the Belgacom group, has more
than 260,000 clients.

LogNet's has also reported encouraging progress in the Asia Pacific region and in April 2012 announced the opening of a regional office in Bangkok, Thailand to support its expansion in Southeast Asia.

Though LogNet did not ultimately reach overall profitability for calendar year 2011, its 15% sales growth was encouraging and revenues for the six months ended 30 June 2012 were slightly ahead of the prior year.

At 30 June 2012 Eurovestech held 26.5 per cent of LogNet at a carrying value of £1.3 million.

AUDIONAMIX SA

Audionamix's sound separation technologies continue to attract interest from the film, television and music industries for its innovative approach to solving some of these industries' challenging problems. In December 2011
Audionamix reported that its audio engineers had been asked to use its proprietary ADX technology for film music composer Hans Zimmer's soundscape for the film Sherlock Holmes; A Game of Shadows. Audionamix's proprietary Voice
Isolation Technology was also used to help Warner Bros. Animation to create new 3D cartoons based on the mono recordings of Mel Blanc, who wrote songs for
Looney Tunes characters Sylvester and Tweety.

Its music removal ("music disassociation") service has won a steady stream of repeat business for classic TV series and additional projects. It signed a number of reseller agreements with music licensing companies and continues to
widen its sales channels. Although revenues grew promisingly for most of the calendar year 2011, performance in 2012 has been disappointing. The company is addressing its challenges to unlock the undoubted potential of its technology.
Nevertheless, we feel it prudent to write down Eurovestech's holding in Audionamix to £0.875 million.

At 30 June 2012 Eurovestech held 45.5 per cent of Audionamix.

MAGENTA CORPORATION LTD

During the year, Magenta strengthened its management and took action to align its cost base to revenues. It completed the development of a new generation of Software as a Service (SaaS) products and started to implement them for new industry sectors, such as the transport of patients, cash-in-transit, and for field service engineers.

It won an important contract from Rosinkas, the leading cash transit group in Russia (number three worldwide). This service has been operating since May 2012. It has also won other new business in Russia.

Magenta needs to win further contracts to maintain its momentum. It has an annual outsourcing contract which continues to be a valuable contributor.

At 30 June 2012 Eurovestech owned 49.6 per cent of Magenta at a valuation of £1.2 million.

ARKEX LTD

ARKeX's airborne and marine gravity gradiometry technology continues to win business from oil, gas and mineral explorers. The technology can also deliver accurate images of sub-surface geology for the search for shale oil and gas, now a major focus of the energy industry. For example, in 2011 and in partnership with Global Geophysical Services, ARKeX completed a survey of the Marcellus shale in Pennsylvania. Since completing this, ARKeX has been asked by other potential customers to conduct other surveys.

In October 2011 it completed an extensive airborne survey around Lake Turkana in Kenya for Tullow Oil. The success of this prompted further interest in the Rift Valley countries of East Africa.

Since 2011, ARKeX has placed increasing emphasis on multi-client surveys, which make its technology available to a wider customer base.

In April 2012, ARKeX and ION Geophysical Corporation undertook the largest multi-client FTG (Full Tensor Gravity) airborne survey ever undertaken, off Greenland. The survey, covering 50,000 square kilometres, was completed
successfully in August 2012.

At 30 June 2012 Eurovestech owned 2.5 per cent of ARKeX at a value of £1.2 million.

Let me now report on other important developments for your Company.

CENKOS

In March 2012 Eurovestech signed a co-operation agreement with Cenkos Securities plc in which each party aims to benefit from the other's expertise and networks to help companies raise money.

The agreement focuses on the Middle East, where Cenkos will work with Eurovestech on any suitable opportunities for clients to raise funds on NASDAQ Dubai, and also covers Eurovestech's introduction of other investors to Cenkos.
The agreement has the potential to generate income for Eurovestech via shared revenues or commissions. To secure these terms, Eurovestech paid a cash consideration of £0.9 million. The agreement also provides for special fee
rates for corporate transactions, from which the Company has already benefitted.

BOARD

On 13 March 2012 we announced the appointment of David Ristow to the Board as Director of Investments. He joined Eurovestech from KSS Retail, Inc., a former investee subsidiary, where he had been Chief Financial Officer since 2007.

David succeeded Jean-Michel Petit, who resigned from the board with effect from 31 March 2012 to pursue his other business interests. Jean-Michel played a major role at Eurovestech for nine years in managing the investments which have created substantial value for shareholders. We wish him every success in his future projects.

CHARITIES

From the beginning of its life as a quoted company, Eurovestech set out a commitment to support charities by issuing and gifting shares.

In March 2012, at the time of its interim results, the Company issued 1,100,000 new ordinary shares divided equally between eleven charities. Including these shares, Eurovestech has created and gifted 12 million shares to 107 charitable organisations since its flotation on AIM in 2000. Including the cash returns to shareholders in 2010 and 2011, charities have been gifted cash and shares currently valued at more than £1.9 million.

CASH RETURN

As reported above, Eurovestech has sold a 40 per cent interest in KSS Fuels to Invesco Asset Management for approximately £7.2 million. Following the sale, the Company will hold cash and liquid assets of approximately £9 million.
Accordingly, it has obtained shareholder approval to return approximately £4.4 million to shareholders.

The return of cash represents 1.32 pence per share. Following the return of 2.18 pence per share in April 2010 and 4 pence per share in October 2011, this brings the total returns of capital to shareholders to 7.5 pence per share. In addition, the Company completed an on-market share buyback of £2.5 million between March and June 2010.

DELISTING

Eurovestech floated on AIM in March 2000 and made a number of investments in growing technology companies. Thereafter, it used its remaining funds, augmented by placings in 2003, 2004 and 2008, to invest further. In March 2010, it completed the sale of KSS Retail Limited for £11 million and made its first cash return of 2.18 pence per share to shareholders. A further return of 4 pence per share was made in October 2011 in conjunction with the sale of ToLuna. As outlined above, a third return is under way.

A number of the Company's major shareholders have questioned the merits of maintaining its listing on AIM. Following this, the Board undertook a review of the advantages and disadvantages of retaining the listing.

Notwithstanding a track record over the last five years of disposing of investee companies at a significant multiple to the cost of investment and in excess of their book value, the Company's shares have historically traded at a significant discount to net asset value. At 16 August 2012 the mid-market share price of 8.25 pence represented a discount of 50.3 per cent to the unaudited net asset value at 31 December 2011 of 16.6 pence per share. The Board believes
this discount is in part a consequence of limited liquidity in the shares.

Further, the Board calculated the direct and indirect costs of maintaining our standing on AIM to be in excess of £125,000 per annum, approximately 12.5 per cent of the Company's current annualised costs.

Moreover, though, one of the main reasons for having a public listing is to provide access to capital. The Company does not at this time currently intend to raise any further funds through the public markets. This may change, but its
inherent uncertainty does not justify the maintenance of the Company's quoted status. The directors expect that more realisations will occur in the near to mid-term, and some anticipated funding requirements would be met by them.

Therefore, after careful consideration, the Board concluded that it was in the best interests of the Company and its shareholders to seek cancellation of the admission of its ordinary shares to trading on AIM.

The Board has made arrangements for shareholders who wish to acquire or dispose of shares to do so through a Matched Bargain Facility through London Matched
Markets (LMM) Limited, following the delisting. Shareholders will be able to contact LMM through a stockbroker, and shareholders who do not have their own broker will need to register with a broker to be able to deal.

The delisting proposal was approved by shareholder vote at a General Meeting on 6 September 2012. The last day of dealing for the Ordinary Shares is expected to be 21 September 2012, and the admission to trading is expected to be cancelled at 7.00 a.m. on 24 September 2012.

Following the delisting, the Company will continue to hold Annual General Meetings, supply shareholders with copies of the annual report and accounts, maintain good standards of corporate governance, and post significant business
announcements on its website.

OUTLOOK

The global economic outlook remains uncertain and, while we continue to hope for an improvement, we cannot rely on external conditions to help our investee companies. We will continue to rely on the strength of the companies' technology and of our own balance sheet to advance in challenging conditions.

Looking ahead, your Board's strategy remains unchanged. It is the strategy that has served us well: to drive growth and release value from our portfolio. We still intend to deploy our surplus short-term cash resources opportunistically and to return surplus cash from realisations to our shareholders.

The policy on investee company realisations will be to retain only sufficient funds to cover ongoing costs, expected future funding rounds and to enable participation in new investment opportunities when deemed appropriate. The directors expect that more realisations will occur in the near to mid-term.

Richard Grogan
Chairman
19 September 2012.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year Year

ended ended

30 June 30 June

2012 2011

(unaudited)

Continuing operations Note £000 £000

Revenue 2 13,273 7,769

Investment income 57 165

Net gains on financial assets at fair value 2,068 49

Profit on disposal of financial assets - 10,973

Operating expenses (18,365) (13,680)

Underlying operating (loss)/profit (2,967) 5,276

Exceptional items and business combination 3 (1,643) (394)
amortisation

Operating (loss)/profit (4,610) 4,882

Finance income 18 5

Finance costs (261) (212)

(Loss)/profit before tax (4,853) 4,675

Income tax credit 328 54

(Loss)/profit for the year (4,525) 4,729

Foreign exchange movements 40 20

Total comprehensive income and expense (4,485) 4,749
recognised in the year

Attributable to:

Owners of the Company (4,485) 4,749

Earnings per share

Basic earnings per share (pence):

- from continuing operations (1.36) 1.43

4 (1.36) 1.43

Diluted earnings per share (pence):

- from continuing operations (1.36) 1.42

4 (1.36) 1.42

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 June 30 June

2012 2011

(unaudited)

Note £000 £000

Assets

Non-current assets

Property, plant and equipment 255 202

Goodwill 1,724 1,671

Other intangible assets 1,091 1,690

Financial assets at fair value through profit or 6 34,919 21,775
loss

Deferred tax asset 1,511 1,317

Trade and other receivables 60 77

39,560 26,732

Current assets

Trade and other receivables 3,798 4,115

Financial assets at fair value through profit or 5 6,299 15,051
loss

Cash and cash equivalents 1,880 23,261

11,977 42,427

Liabilities

Current liabilities

Trade and other payables (7,474) (8,803)

Borrowings - (17)

(7,474) (8,820)

Net current assets 4,503 33,607

Non-current liabilities

Deferred tax liability (164) (164)

Provisions for liabilities and charges (5,164) (3,782)

(5,328) (3,946)

Net assets 38,735 56,393

Equity

Capital and reserves attributable to the equity
holders of the Company

Share capital 7 3,325 3,314

Share premium 261 135

Capital redemption reserve 4,438 4,432

Other reserves (56) (97)

Retained earnings 30,767 48,609

Total equity 38,735 56,393

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Year

ended ended

30 June 30 June

2012 2011

(unaudited)

£000 £000

Cashflows from operating activities

(Loss)/profit for the year before taxation (4,853) 4,675

Adjustments for:

Net finance cost 243 207

Depreciation of property, plant and equipment 112 79

Amortisation of intangible assets 664 89

Gains on financial assets (2,068) (49)

Profit on disposal of non-current assets - (10,973)

Movement on provision 1,382 107

Investment income (57) (165)

Share-based payments 28 71

Increase in trade and other receivables 423 (768)

Increase in trade and other payables (1,329) 813

Net cash used in operations (5,455) (5,914)

Finance costs (261) (212)

Income tax (paid)/received (29) 120

Net cash used in operating activities (5,745) (6,006)

Cashflows from investing activities

Finance income 18 5

Purchase of subsidiary undertakings (net of - (1,996)
cash acquired)

Purchase of property, plant and equipment (178) (85)

Purchase of intangible assets (54) (5)

Dividends received 57 165

Disposal of financial assets 47,548 41,274

Purchase of financial assets (49,857) (14,389)

Net cash (used in)/generated from investing (2,466) 24,969
activities

Cashflows from financing activities

Finance lease capital repayments (17) (17)

D share dividend paid (13,262) -

Purchase of own shares (55) -

Proceeds from issue of equity shares 14 10

Net cash used in financing activities (13,320) (7)

Net (decrease)/increase in cash and cash (21,531) 18,956
equivalents

Exchange movements 150 (8)

Cash and cash equivalents at the start of the 23,261 4,313
year

Cash and cash equivalents at the end of the 1,880 23,261
year

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Capital Foreign

Share Share redemption Other exchange Retained Total

capital premium reserve reserve reserve earnings Equity

£000 £000 £000 £000 £000 £000 £000

At 1 July 2010 3,304 - 4,432 186 (305) 43,880 51,497

Charitable 10 135 - - - - 145
donation of
shares

Share-based - - - 2 - - 2
payment charge

Transactions with 10 135 - 2 - - 147
owners

Profit for the - - - - - 4,729 4,729
year

Foreign exchange - - - - 20 - 20
movements

Total - - - - 20 4,729 4,749
comprehensive
income

At 30 June 2011 3,314 135 4,432 188 (285) 48,609 56,393

Charitable 14 129 - - - - 143
donation of
shares

Issue of D shares 3 (3) - - - - -

D share dividend - - - - - (13,262) (13,262)

Purchase of own (6) 6 - - (55) (55)
shares

Share-based - - - 1 - - 1
payment charge

Transactions with 11 126 6 1 - (13,317) (13,173)
owners

Loss for the year - - - - - (4,525) (4,525)

Foreign exchange - - - - 40 - 40
movements

Total - - - - 40 (4,525) (4,485)
comprehensive
income

At 30 June 2012 3,325 261 4,438 189 (245) 30,767 38,735

NOTES TO THE PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2012

1. BASIS OF PREPARATION

The financial information set out above does not constitute the Company's
statutory accounts for the year ended 30 June 2011 and the year ended 30 June
2012, but is derived from those accounts. Statutory accounts for 2011 have been
delivered to the Registrar of Companies and those for 2012 will be delivered
following completion of those accounts and the Company's Annual General
Meeting. The Auditors have reported on the accounts for the year ended 30 June
2011; their report was unqualified and did not contain statements under the
Companies Act 2006, sections 498(2) or (3).

The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
(IFRSs as adopted by the EU), IFRIC Interpretations and the Companies Act 2006
applicable to companies reporting under IFRS. The consolidated financial
statements have been prepared under the historical cost convention as modified
by the revaluation of certain financial instruments and share based payments.
The Group has also elected to designate all associate sized investments as at
fair value through profit or loss, thereby adopting the exemption in IAS 28
`Investments in associates' for venture capital organisations. The Company
balance sheet and related notes have been prepared in accordance with UK
generally accepted accounting standards.

2. SEGMENTAL ANALYSIS

The chief operating decision maker has been identified as the board of
Directors. The board reviews the Group's internal reporting in order to make
strategic decisions. The board considers the business from both an operational
and geographic perspective.

The segment results for the year ended 30 June 2012 are as follows:

Venture Software Total

Capital development (unaudited)

£000 £000 £000

Revenue 34 13,239 13,273

Investment income 57 - 57

Net gains on financial assets at fair value 2,068 - 2,068

Other operating expenses (5,732) (12,633) (18,365)

Underlying operating (loss)/profit (3,573) 606 (2,967)

Exceptional items and business combination - (1,643) (1,643)
amortisation

Operating loss (3,573) (1,037) (4,610)

Net finance cost (243)

Loss before tax (4,853)

Income tax credit 328

Loss for the year (4,525)

The segment results for the year ended 30 June 2011 are as follows:

Venture Software

Capital Development Total

£000 £000 £000

Revenue 94 7,675 7,769

Investment income 165 - 165

Net gains on financial assets at fair value 49 - 49

Profit on disposal of financial assets 10,973 - 10,973

Other operating expenses (6,597) (7,083) (13,680)

Underlying operating profit 4,684 592 5,276

Exceptional items and business combination - (394) (394)
amortisation

Operating profit 4,684 198 4,882

Net finance cost (207)

Profit before tax 4,675

Income tax credit 54

Profit for the year 4,729

The segment assets and liabilities at 30 June 2012 are as follows:

Venture Software Unallocated Total

capital development items (unaudited)

£000 £000 £000 £000

Assets 41,554 8,744 1,239 51,537

Liabilities (8,061) (4,741) - (12,802)

Net assets 33,493 4,003 1,239 38,735

Capital expenditure - 232 - 232

Depreciation and amortisation 7 769 - 776

Unallocated assets and liabilities comprise certain deferred taxation assets.

The segment assets and liabilities at 30 June 2011 are as follows:

Venture Software Unallocated

capital development items Total

£000 £000 £000 £000

Assets 58,243 9,871 1,045 69,159

Liabilities (5,880) (6,886) - (12,766)

Net assets 52,363 2,985 1,045 56,393

Capital expenditure 5 80 - 85

Depreciation and amortisation 6 162 - 168

The parent company is domiciled in the UK. The Group's main business segments
are based in the following locations:

• Venture capital - UK

• Software development - UK, Europe, North America, Rest of the World

The geographical segments are based on an analysis of revenue by the location
of the Group's customers as follows:

Year Year

ended Ended

30 June 30 June

2012 2011

(unaudited)

£000 £000

UK 373 500

Rest of Europe 1,977 2,727

North America 7,663 4,542

Rest of the World 3,260 -

Revenue 13,273 7,769

One customer, based in North America, contributed 12 per cent of the Group's
revenue; no other customer contributed greater than 8 per cent of the Group's
revenue.

3.EXCEPTIONAL ITEMS AND BUSINESS COMBINATION AMORTISATION

Year Year

ended Ended

30 June 30 June

2012 2011

(unaudited)

£000 £000

Exceptional items 1,011 327

Business combination amortisation 632 67

1,643 394

Exceptional items include £1.0 million of post-acquisition integration related
costs inclusive of staff restructuring expenses, integration consultant fees,
re-branding costs and one-off integration incentives. Comparative items include
£0.2 million of acquisition related costs expensed through the income statement
in accordance with IFRS 3 and £0.1 million for a one-off catch up from
undercharged utility costs from prior years.

Business combination amortisation arises from the intangible assets recognised
(other than goodwill) from the acquisition of MPSI.

4. EARNINGS PER SHARE

Year Year

ended Ended

30 June 30 June

2012 2011

(unaudited)

£000 £000

(Loss)/profit for the year attributable to (4,525) 4,729
continuing operations

(Loss)/profit for the year attributable to equity (4,525) 4,729
shareholders

Basic earnings per share (pence):

- from continuing operations (1.36) 1.43

(1.36) 1.43

Diluted earnings per share (pence):

- from continuing operations (1.36) 1.42

(1.36) 1.42

Shares Shares

Issued ordinary shares at start of the year 331,250,000 330,250,000

Net movement in ordinary shares during the year 800,000 1,000,000
(note 7)

Issued ordinary shares at end of the year 332,050,000 331,250,000

Weighted average number of shares in issue for the 331,750,000 330,700,000
year

Dilutive effect of options 1,191,863 2,570,209

Weighted average shares for diluted earnings per 332,941,863 333,270,209
share

5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS: CURRENT

30 June 30 June

2012 2011

(unaudited)

£000 £000

Financial asset loan notes - 11,286

Financial assets held for trading 6,299 3,765

6,299 15,051

Financial asset loan notes arose as part of the consideration payable to
Eurovestech following the successful completion of the Scheme of Arrangement
whereby ToLuna plc was taken private by ITWP. The loan notes were non-interest
bearing and converted into equity in ITWP at 30 June 2012.

30 June 30 June

2012 2011

£000 £000

Financial assets held for trading 6,299 3,765

Historical cost 5,990 3,651

Financial assets held for trading primarily consist of UK listed Sterling
investments and marketable securities.

6. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS: NON-CURRENT

%

interest in

ordinary

Country of shares at

Subsidiary companies incorporation 30 June Principal activity
consolidated in these accounts 2012

Knowledge Support Systems UK 100 Price optimisation
Limited software

Knowledge Support Systems Inc. US 100 Price optimisation
software

Market Planning Solutions Inc. US 100 Network planning
solutions

MPSI K.K. Japan 100 Network planning
solutions

MPSI Systems Limited UK 100 Network planning
solutions