Rubicon Diversified Investments Plc (formerly Rubicon Software … Report... · 2018. 1. 16. ·...

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Company No. 5701801 Rubicon Diversified Investments Plc (formerly Rubicon Software Group Plc) and its subsidiary undertakings Financial statements For the year ended 30 June 2011

Transcript of Rubicon Diversified Investments Plc (formerly Rubicon Software … Report... · 2018. 1. 16. ·...

  • Company No. 5701801

    Rubicon Diversified Investments Plc (formerly Rubicon Software Group Plc) and its subsidiary undertakings Financial statements For the year ended 30 June 2011

  • Rubicon Diversified Investments Plc and its subsidiary undertakings Financial statements for the year ended 30 June 2011

    Contents

    Board of Directors 2 Chairman’s statement 3 Report of the Directors 5 Statement of Directors’ responsibilities 8 Independent auditor’s report (Group financial statements) 9 Principal accounting policies 10 Consolidated statement of comprehensive income 17 Consolidated balance sheet 18 Consolidated cash flow statement 19 Consolidated statement of changes in equity 20 Notes to the Group financial statements 21 Independent auditor’s report (Parent Company financial statements) 30 Parent Company balance sheet 31 Notes to the Parent Company financial statements 32 Company information 35 Notice of Annual General Meeting 36

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 2 Financial statements for the year ended 30 June 2011

    Board of Directors

    Robert Burnham (Chairman, aged 62) Robert has worked in the IT services and telecoms sector for over 30 years. He has held a variety of executive and management positions with responsibility for consulting, training, systems integration and development, sales, marketing, outsourcing and recruitment. He has undertaken these roles in a variety of medium sized and large businesses and has served as an Executive Director of two main-market listed companies. Robert is currently Chairman of Connect Internet Solutions Limited and Non-executive Chairman of IntecPC Limited.

    Richard Blakesley (Non-executive Director, aged 46) Richard has over fifteen years of European and United States investment banking experience, working as a mergers and acquisitions specialist for Lehman Brothers, Chase Manhattan and JP Morgan. Until 2003, he was Managing Director in charge of mergers and acquisitions for the Telecoms, Media and Technology sectors in Europe for JP Morgan. From October 2007 until July 2010 Richard was Managing Director and Head of Investment Management at investment bank Fairfax I.S. plc. Between 2003 and 2007 Richard co-founded a telecommunications service provider, AdEPT Telecom, which was admitted to trading on AIM in February 2006. He is also a Director of two private companies.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 3 Financial statements for the year ended 30 June 2011

    Chairman's statement

    Disposal of Rubicon Software Limited As announced on 14 July 2011 and confirmed on 5 August 2011, the Company sold its entire shareholding in Rubicon Software Limited (RSL) to iAccel Limited, a company controlled by Alistair Hancock. Consideration for the sale amounted to approximately £140,000 in cash plus the conversion of 9,312,576 of the Company’s shares (representing approximately 21% of the Company’s issued share capital) held by Alistair Hancock, into deferred shares to which no rights attach. The rationale for the disposal was explained in some detail in the announcement on 14 July 2011. In short, the Directors were of the view that the prospects for RSL yielding a significant increase in shareholder returns were small, and hence they believed that the Company should take a new strategic course as an investment company with a view to creating increased shareholder value through diversifying into a new market sector or sectors offering more visible growth potential. This course of action was approved by shareholders at a general meeting held on 5 August 2011 and the disposal was duly completed. Shortly afterwards, the Company’s name was changed to Rubicon Diversified Investments Plc, reflecting the change in strategic direction. Placing of shares As announced on 18 November 2011, the Company has raised £400,000 by way of a placing of 40,000,000 ordinary shares at 1p per share with Lonrho PLC and certain individual investors. Of the 40,000,000 ordinary shares, the placing of 36,000,000 is conditional on the passing of various resolutions at a general meeting to be held on 13 December 2011. The proceeds of the placing will be used to enable the Company to undertake due diligence on identified potential acquisition opportunities. More details of the placing and the resolutions to be put before shareholders at the general meeting to be held on 13 December 2011 were given in the circular to shareholders dated 18 November 2011 which was sent to shareholders and is available for download from the Company’s website at www.rubicondiv.co.uk. Financial results As the disposal was completed after the year end the accompanying Group financial statements include the results of RSL. However, as the disposal was highly probable as at the period end, those results are classified as discontinued activities. The Group’s loss for the year amounts to £43,000 (2010: profit of £43,000) which includes profit from discontinued operations of £25,000 (2010: £91,000). Future plans and prospects The Directors are investigating various investment opportunities consistent with the Company’s proposed new investing policy. On 18 November 2011 the Company announced its intention to focus on investment opportunities in the aviation and aviation services sector with a particular focus on Africa, subject to the new investing policy being adopted by shareholders at the General Meeting to be held on 13 December 2011.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 4 Financial statements for the year ended 30 June 2011

    Chairman's statement

    Future plans and prospects (continued) We are confident that in the coming months, assisted by our new shareholders and Board members, we will be able to identify one or more suitable opportunities for acquisition, and we look forward to building the Company into a significant participant in the global aviation and aviation services sector with a particular focus on Africa. Robert Burnham Chairman 23 November 2011

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 5 Financial statements for the year ended 30 June 2011

    Report of the Directors

    The Directors present their report and the financial statements of the Group for the year ended 30 June 2011. Principal activity and business review During the year the Group was principally engaged in consultancy and design, development and provision of computer software through its operating subsidiary, Rubicon Software Limited (RSL). RSL's services and solutions are sold to customers in a variety of sectors to automate business processes relating to client interaction, workflow management, Internet, Intranet and Local Area Network based solutions. On 5 August 2011 the Company completed the sale of Rubicon Software Limited, more details of which are given in the Chairman’s statement. Shortly after completion of the sale, the Company’s name was changed to Rubicon Diversified Investments Plc, reflecting the change in strategic direction. As the disposal was completed after the period end, the accompanying Group financial statements include the results of RSL. However, as the disposal was highly probable as at the period end, those results are classified as discontinued activities. The Group’s loss for the year amounts to £43,000 (2010: profit of £43,000) which includes profit from discontinued operations of £25,000 (2010: £91,000). In view of the disposal of the Group’s sole operating business and the associated change in strategic direction of the Company (as outlined in the Chairman’s statement) the Directors consider the presentation of a detailed business review to be of little relevance to shareholders or other users of the financial statements. Similarly, disclosure of Key Performance Indicators would also be of little relevance and hence, no further commentary on financial performance is included in this report. Principal risks and uncertainties Following the sale of RSL and until such time that the Company makes further investments, it is the view of the Directors that the Company is currently exposed to limited operating or financial risk. The Company’s cash is held on deposit with a major UK bank and it has no other significant assets, and no significant liabilities. See note 12 of the financial statements for details of the Group’s financial risks. Directors The Directors who served the Company during the year were: Robert Burnham (Chairman) Richard Blakesley (Non-executive Director) Nick Blanchard (resigned 5 August 2011) Alistair Hancock (resigned 5 August 2011) Andrew Kirby (resigned 26 November 2010) David Webber (resigned 28 July 2010)

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 6 Financial statements for the year ended 30 June 2011

    Report of the Directors

    Directors' interests The beneficial interests of the Directors holding office at 30 June 2011 in the shares of the Company at that date are set out below: 30 June 2011 1 July 2010 Ordinary shares Ordinary shares Shares Options Shares Options number number Number number Robert Burnham 1,473,056 375,000 1,260,556 375,000 Alistair Hancock (note 1) 11,038,572 - 11,438,572 - Richard Blakesley 11,550,041 - 11,950,041 - Nicklas Blanchard (note 2) 100,000 525,000 100,000 525,000 Note 1 – 9,312,576 shares converted to deferred shares on 5 August as part of consideration for the sale of Rubicon Software Limited. Note 2 – options lapsed on 5 August

    Substantial shareholders At 14 November 2011 the Company had been notified that the following held or were beneficially interested in three per cent of more of the issued share capital of the Company.

    Ordinary

    shares

    % of current issued ordinary share capital

    Barclayshare Nominees Limited (note 1) 11,698,582 33.89 L R Nominees Limited 3,705,236 10.73 David Cover and Sons Limited 3,000,000 8.69 Rupert Green 2,465,971 7.14 Alistair Hancock 1,725,996 5.00 Robert Burnham 1,473,056 4.27 Gavin Jones 1,429,821 4.14 HSDL Nominees Limited 1,362,816 3.95 Note 1 – includes 11,550,041 shares beneficially owned by Richard Blakesley.

    Employees As at the date of this report, the Group has no employees.

    During the year, whilst the Group did have employees, the Directors followed a policy of keeping all employees informed of strategic, commercial, financial and human resource matters.

    In order to help align the aspirations of those employees to the objectives of the Group, the majority were either shareholders or had share options enabling them to benefit from long term equity growth. The Group recognises its responsibility to ensure the fair treatment of all employees, regardless of gender, religion, race, nationality or any physical disability.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 7 Financial statements for the year ended 30 June 2011

    Report of the Directors

    Payment policy and practice It is the Group's policy to agree the terms of payment with suppliers when entering into a transaction and to pay suppliers in accordance with those terms. Trade creditors at 30 June 2011 represented 5 days of average purchases (2010: 66 days).

    Environment The Group aims to maintain good environmental practices in all of its activities. Although there are no formal environmental policies, employees are encouraged to conduct themselves in an environmentally considerate manner. Corporate governance The Directors recognise the importance of sound corporate governance, whilst taking into account the size and nature of the Company.

    Qualifying third party indemnity provision During the financial year, a qualifying third party indemnity provision was in force for the benefit of all of the Directors. Going concern The Directors have considered the appropriateness of the going concern basis of preparation in view of their plans for the Company. They are confident that the Company has sufficient cash to continue operating as a going concern for the foreseeable future and, in any event, for a period of at least one year from the date of approval of these financial statements. Therefore, they are satisfied that the going concern basis of preparation is appropriate for these financial statements. Annual General Meeting The Notice convening the Annual General Meeting (“AGM”) together with the proposed resolutions is contained in the document accompanying this report. The AGM will be held on 21 December 2011. Auditor A resolution to re-appoint Grant Thornton UK LLP as auditor for the coming year will be proposed at the AGM in accordance with section 489 of the Companies Act 2006. This report was approved by the Board and signed on its behalf by: Robert Burnham Director 23 November 2011 Company registration number: 05701801

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 8 Financial statements for the year ended 30 June 2011

    Statement of Directors’ responsibilities

    The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law they are required to prepare Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs) and applicable law. The Directors have elected to prepare the Parent Company financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice – UK GAAP). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: � select suitable accounting policies and then apply them consistently; � make judgments and estimates that are reasonable and prudent; � for the Group financial statements, state whether they have been prepared in accordance

    with IFRSs as adopted by the EU, subject to any material departures disclosed and explained in the financial statements;

    � for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

    � prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

    The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have a general responsibility for taking such steps as are reasonably open to them to safeguarding the assets of the Group and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. In so far as each of the Directors are aware; there is no relevant audit information of which the Company's auditor is unaware; and the Directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

  • 9

    Independent auditor’s report to the members of Rubicon Diversified Investments Plc

    We have audited the Group financial statements of Rubicon Diversified Investments Plc for the year ended 30 June 2011 which comprise the principal accounting policies, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditors

    As explained more fully in the Statement of Directors’ Responsibilities set out on page 8, the Directors are responsible for the preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB) Ethical Standards for Auditors. Scope of the audit of the financial statements

    A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm. Opinion on financial statements

    In our opinion the Group financial statements:

    • give a true and fair view of the state of the Group's affairs as at 30 June 2011 and of its loss for the year then ended;

    • have been properly prepared in accordance with IFRS as adopted by the European Union; and

    • have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by the Companies Act 2006

    In our opinion the information given in the Report of the Directors for the financial year for which the Group financial statements are prepared is consistent with the Group financial statements. Matters on which we are required to report by exception

    We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: � certain disclosures of Directors’ remuneration specified by law are not made; or � we have not received all the information and explanations we require for our audit. Other matter

    We have reported separately on the Parent Company financial statements of Rubicon Diversified Investments Plc for the year ended 30 June 2011.

    James Rogers Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Slough 23 November 2011

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 10 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    General information Rubicon Diversified Investments Plc is the Group’s ultimate parent company. It is incorporated and domiciled in England and Wales. The Company’s shares are quoted on the AIM market of the London Stock Exchange.

    Basis of accounting The consolidated financial statements have been prepared under the historical cost convention and in accordance with applicable International Financial Reporting Standards (IFRS) as adopted by the EU. The principal accounting policies are set out below and have been applied consistently throughout all periods presented in these financial statements. All amounts are presented in Sterling being the Group’s presentational currency and the functional currency of the Parent Company and the subsidiary companies.

    Going concern The Directors have considered the appropriateness of the going concern basis of preparation in view of their plans for the Company. They are confident that the Company has sufficient cash to continue operating as a going concern for the foreseeable future and, in any event, for a period of at least one year from the date of approval of these financial statements. Therefore, they are satisfied that the going concern basis of preparation is appropriate for these financial statements.

    New accounting standards, interpretations and amendments No new standards, interpretations or amendments to standards having a significant effect on the financial statements have been adopted in the year. The IASB and IFRIC have issued the following Standards, Amendments to Standards and Interpretations which are in issue but not yet effective:

    • IFRS 9 Financial Instruments (effective 1 January 2013)

    • IAS 24 (Revised 2009) Related Party Disclosures (effective 1 January 2011)

    • Improvements to IFRS issued May 2010 (some changes effective 1 July 2010, others effective 1 January 2011)

    • Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12 Income Taxes (effective 1 January 2012)

    • IFRS 10 Consolidated Financial Statements (effective 1 January 2013)

    • IFRS 13 Fair Value Measurement (effective 1 January 2013)

    • Presentation of items of Other Comprehensive Income – Amendments to IAS 1 (effective 1 July 2012).

    The Directors do not anticipate that the adoption of these Standards, Amendments to Standards or Interpretations will have a material effect on its financial statements on initial adoption. Basis of consolidation The Group financial statements consolidate those of the Company and its subsidiary companies drawn up to 30 June 2011. 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.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 11 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    Basis of consolidation (continued) Unrealised gains on transactions between Group companies 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. The results and net assets of subsidiary companies acquired in June 2006 are included in the consolidated statement of comprehensive income and consolidated balance sheet using the merger method of accounting, as explained subsequently in the principal accounting policies. Reverse acquisition accounting In June 2006 the Company became the legal parent of Rubicon Software Limited and its subsidiaries in a share for share transaction. The Company’s continuing operations and executive management were those of Rubicon Software Limited. Accordingly, the substance of the combination was that Rubicon Software Limited had acquired Rubicon Software Group Plc in a reverse acquisition.

    Under reverse acquisition accounting an adjustment within shareholders funds is required to eliminate the cost of acquisition in the issuing company’s books, and introduce a notional cost of acquiring the smaller issuing company based on the fair value of its shares. A further adjustment is required to show the share capital of the legal parent in the consolidated balance sheet rather than that of the acquirer. The resulting differences have been debited to a merger reserve.

    Discontinued operations and assets held for sale Subsequent to the financial year, on 5 August 2011, the Company sold its entire shareholding in Rubicon Software Limited. As the sale was highly probable at the date of these financial statements, the assets and liabilities of Rubicon Software Limited have been classified as a disposal group in accordance with International Financial Reporting Standard 5 “Non current assets held for sale and discontinued activities”. Further, the operations of the disposed subsidiary have been classified as discontinued. The disposal group has been valued at the lower of carrying amount and fair value less costs to sell. Revenue Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied and services provided, excluding VAT and trade discounts. Revenue is recognised as set out below:

    Consultancy and software development contracts

    Consultancy and software development contracts are recognised in line with the performance of the contract, typically:

    • For time and materials contracts, the number of days worked in the period at the contracted rates and any materials consumed in the period.

    • Where a contract involves delivery of several different elements and is not fully delivered or performed by the year end, revenue is recognised based on the proportion of the fair value of the elements delivered to the fair value of the overall contract.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 12 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    Revenue (continued) Licence income – perpetual If the sale is unconditional and the revenue earned is non-refundable, the value of software licence income is recognised in full upon delivery of the software to the client as this point represents full performance of the obligations associated with the sale. If the sale is conditional then the value of the software licence income is recognised once user acceptance has been achieved, which binds the transaction as non-refundable.

    Licence income – Annual or any other term The value of software licence income is recognised evenly over the contracted licence period.

    Support and maintenance Support and maintenance income is recognised evenly over the contract term. Share-based payment The Company operates equity-settled share-based remuneration plans for certain employees (including Directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity (via a credit to the share option reserve), based upon the Company’s estimate of the shares that will eventually vest.

    Fair value is measured using the Black-Scholes pricing model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Where employees are rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the instrument granted to the employee.

    Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate to share premium. Property, plant and equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and any provision for impairment. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

    Leasehold improvements - term of the lease Office equipment - 25% per annum

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 13 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    Software research and development costs Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which it is incurred.

    Development costs incurred on specific projects are capitalised when they can be reliably measured and the projects to which they are attributable are separately identifiable, are technically feasible, demonstrate future economic benefit, and will be used or sold by the Group once completed. Development costs not meeting the criteria for capitalisation are expensed as incurred. Following completion of the development the capitalised cost is amortised on a straight line basis over the period during which the Group is expected to benefit, typically three years.

    The cost of internally generated software comprises all directly attributable costs necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include; third party costs and employee costs incurred on software development, along with an appropriate portion of relevant overheads.

    Impairment of intangible assets and property, plant and equipment For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

    All 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 for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect their respective risk profiles as assessed by management.

    Impairment losses for cash-generating units reduce the assets in the cash-generating unit. All assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount.

    Leases 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 inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments 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 represents a constant proportion of the capital balance outstanding and is charged to over the period of the lease.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 14 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    Leases (continued) All other leases are regarded as operating leases and the payments made under them are charged on a straight line basis over the lease term. Lease incentives are spread over the term of the lease. Rental income in respect of operating leases is recognised on a straight line basis over the lease term. Pension costs The Group provides a defined contribution pension scheme for Directors and employees.

    A defined contribution scheme is a pension scheme under which the Group pays fixed contributions to an independent entity. The Group has no legal or constructive obligations to pay further contributions after its payment of the fixed contribution.

    The assets of the scheme are held separately from those of the Group. The annual contributions payable are charged to the statement of comprehensive income.

    Taxation Current tax is the tax currently payable or receivable based on the result for the period.

    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. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. 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 statement of comprehensive income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

    Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 15 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    Equity Equity comprises the following: � "Share capital" represents the nominal value of equity shares that have been issued. � "Share premium" represents the excess over nominal value of the fair value of

    consideration received for equity shares, net of expenses of the share issue. � “Share options reserve” represents equity-settled share-based employee remuneration until

    such share options are exercised. � "Merger reserve" represents the difference between the nominal and fair value of shares

    issued for the acquisition of subsidiary undertakings in June 2006, in accordance with the Companies Act 1985.

    � "Retained earnings" include all current and prior period results as disclosed in the statement of comprehensive income.

    Financial assets All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. The Group currently only has loans and receivables in these financial statements.

    Loans and receivables are initially measured at fair value. 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 statement of comprehensive income.

    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 assets’ 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.

    Financial liabilities Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities are categorised as at ‘fair value through profit or loss’ or ‘amortised cost’. The Group currently has no liabilities categorised as ‘fair value through profit or loss’.

    Other financial liabilities are initially recognised at fair value, net of transaction costs, and are subsequently recorded at amortised cost using the effective interest method, with interest-related charges recognised as an expense in financial cost in the statement of comprehensive income. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the statement of comprehensive income on the 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.

    A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires.

    The Group’s financial liabilities include borrowings, trade and other payables.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 16 Financial statements for the year ended 30 June 2011

    Principal accounting policies

    Management of capital The Group’s objectives when managing capital are:

    • to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

    • to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

    The Group sets the level of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

    Significant judgements and sources of estimation uncertainty In applying the above accounting policies the Directors are required to make judgements and estimates.

    The key judgements made relate to:

    • decisions on whether and to what extent revenue should be recognised in applying the revenue accounting policy described above

    • whether and to what extent assets may be impaired

    • classification and measurement of the disposal group under IFRS 5.

    • whether and to what extent development costs qualify for capitalisation.

    The Directors are not aware of any significant sources of estimation uncertainty save for those arising from the judgements described above.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 17 Financial statements for the year ended 30 June 2011

    Consolidated statement of comprehensive income

    2011 2010 Note £’000 £’000

    The accompanying accounting policies and notes form part of these financial statements.

    Continuing operations Revenue - - Operating charges (68) (48)

    Operating loss 3 (68) (48) Finance income - - Finance charges - -

    Loss from continuing activities before tax (68) (48) Tax charge

    6

    -

    -

    Loss from continuing activities after tax (68) (48) Profit from discontinued operations 1

    25

    91

    (Loss)/profit and total comprehensive income for the year (43) 43

    (Loss)/profit per share (basic and diluted)

    7

    2011 Pence

    2010 Pence

    Continuing operations Discontinued operations

    (0.16) 0.06

    (0.12) 0.22

    Total (0.10) 0.10

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 18 Financial statements for the year ended 30 June 2011

    Consolidated balance sheet 2011 2010 Note £’000 £’000

    The accompanying accounting policies and notes form part of these financial statements.

    Assets Non-current assets Trade and other receivables due after more than one year 9 - 328 Property, plant and equipment 8 - 9

    - 337

    Current assets Cash and cash equivalents 3 7 Trade and other receivables due within one year 9 5 190

    8 197

    Assets held for sale 1

    431

    -

    Total assets 439 534

    Equity Called up equity share capital 14 437 436 Share premium account 416 414 Share option reserve 14 17 Merger reserve 596 596 Retained earnings (1,266) (1,238)

    Total equity 197 225

    Liabilities Non-current liabilities Trade and other payables 11 - 4 Current liabilities Trade and other payables 10 29 305 Liabilities associated with assets held for sale

    1

    213

    -

    Total liabilities 242 309

    Total liabilities and equity 439 534

    These financial statements were approved and authorised for issue by the Directors on 23 November 2011 and are signed on their behalf by: Robert Burnham Director

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 19 Financial statements for the year ended 30 June 2011

    Consolidated cash flow statement 2011 2010

    £’000 £’000

    The accompanying accounting policies and notes form part of these financial statements.

    Operating activities Result for the year (43) 43 Impairment of intangible assets - 166 Amortisation of intangible assets - 60 Depreciation of property, plant and equipment 7 14 Change in trade and other receivables 106 (320) Change in trade and other payables (5) 4 Share option charges 12 2

    Cash flows from operating activities 77 (31) Investing activities Purchase of property, plant and equipment (7) (3)

    Net cash used in investing activities (7) (3) Financing activities Proceeds from the issue of shares 3 35 Loans advanced - 61 Loans repaid (61) - Finance lease payments (2) - Interest paid - (1)

    Net cash movement from financing (60) 95 Net movement in cash 10 61 Opening cash balance 7 (54)

    Closing cash balance 17 7

    Classified on the Group balance sheet as:

    Cash and cash equivalents 3 7 Assets held for sale 1 14 -

    Closing cash balance 17 7

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 20 Financial statements for the year ended 30 June 2011

    Consolidated statement of changes in equity

    The accompanying accounting policies and notes form part of these financial statements.

    Share

    capital

    Share

    premium

    Share options reserve

    Merger reserve

    Retained earnings

    Total

    equity £’000 £’000 £’000 £’000 £’000 £’000

    Balance at 1 July 2009 402 413 15 596 (1,281) 145 Share issues 34 1 - - - 35 Share based payments - - 2 - - 2

    Transactions with owners 34 1 2 - - 37 Profit for the year and total comprehensive income

    -

    -

    -

    -

    43

    43

    Balance at 30 June 2010 436 414 17 596 (1,238) 225

    Balance at 1 July 2010 436 414 17 596 (1,238) 225 Share issues 1 2 - - - 3 Share based payments - - 12 - - 12 Share options lapsed - - (15) - 15 -

    Transactions with owners 437 416 14 596 (1,223) 240 Loss for the year and total comprehensive income

    -

    -

    -

    -

    (43)

    (43)

    Balance at 30 June 2011 437 416 14 596 (1,266) 197

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 21 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    1 Discontinued operations The Company sold its 100% shareholding in Rubicon Software Limited (RSL) on 5 August 2011. The sale was highly probable at 30 June 2011, therefore the activities of RSL are classed as discontinued operations and the associated assets and liabilities are classified as held for sale in accordance with International Financial Reporting Standard 5. The amounts disclosed as discontinued in the income statement relate solely to the operations of Rubicon Software Limited and are analysed as follows: 2011 2010 £’000 £’000 Revenue Other operating income Operating charges Finance costs Tax

    668 10

    (650) (3) -

    1,147 15

    (1,068) (2) (1)

    ----------------- ----------------- Profit from discontinued activities 25 91 ============ ============ Substantially all revenue arose in the United Kingdom and all is attributable to the one activity of the Group as described in the report of the Directors. This activity was discontinued on completion of the sale of RSL as described above. Amounts in the cash flow statement that relate to discontinued activities are as follows: 2011 2010 £’000

    £’000

    Operating cash flows Investing cash flows Financing cash flows

    72 (6)

    (63)

    (31) (3) 60

    ============ ============ Assets and liabilities classed as held for sale are analysed as follows: Assets: Property, plant and equipment Receivables Cash and cash equivalents

    8 409 14

    - - -

    ----------------- ----------------- Assets held for sale 431 - ============ ============ Liabilities: Trade and other payables Accruals and deferred income Loans

    42 46

    125

    - - -

    ----------------- ----------------- Liabilities associated with assets held for sale 213 - ============ ============

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 22 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    2 Segmental reporting The Directors do not consider it relevant to present any segmental information because substantially all of the Group’s operations are discontinued. 3 Operating loss Operating loss is stated after charging: 2011

    £’000 2010 £’000

    Fees payable to the Company’s auditor for:

    - the audit of the Group’s annual accounts 20 19 - tax services 4 4

    ============ ============ Amounts included in discontinued operations that require separate disclosure are as follows:

    Depreciation of property, plant and equipment - owned 6 11 - leased

    Property lease costs Impairment of intangible assets Amortisation of intangible assets

    1 135

    - -

    3 49 60 166

    Share based payments 12 2 ============ ============ 4 Employee costs The average number of staff (including Directors) employed by the Group during the financial year amounted to: 2011 2010 Number

    Number

    8 11 ============ ============ The aggregate payroll costs of the above were: 2011 2010 £’000 £’000 Wages and salaries 336 462 Social security costs 40 49 Other pension costs 5 9 ----------------- ----------------- 381 520 ============ ============

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 23 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    5 Remuneration of Directors and key management personnel Remuneration of those serving as Directors during the year is analysed below. The Directors do not consider there to be any key management personnel other than the Directors.

    2011

    Alistair Hancock

    £’000

    Andrew Kirby £’000

    Nicklas Blanchard

    £’000

    Robert Burnham

    £’000

    Richard Blakesley

    £’000

    David Webber

    £’000 Total £’000

    Salary 92 19 59 12 - - 182

    Fees - - - - 1 1 2

    Bonus - - 1 - - - 1

    Benefits 1 1 1 3 - - 6

    Share options - - 1 9 - - 10

    Pension - - 1 - - - 1

    Total 93 20 63 24 1 1 202

    2010

    Alistair Hancock

    £’000

    Andrew Kirby £’000

    Nicklas Blanchard

    £’000

    Robert Burnham

    £’000

    Richard Blakesley

    £’000

    David Webber

    £’000 Total £’000

    Salary 94 45 56 - - - 195

    Fees - - - 17 10 10 37

    Bonus - - 3 - - - 3

    Benefits 6 2 1 3 - - 12

    Share options - - - 2 - - 2

    Pension 2 1 1 - - - 4

    Total 102 48 61 22 10 10 253

    No Director received or exercised any share options during the year or the previous year. The amounts referred to above as share options are the charges required under IFRS 2 in respect of options granted in earlier years. Please refer to the Report of the Directors for details of options held.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 24 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    6 Tax 2011 2010 £’000 £’000 Adjustment to tax in respect of previous periods - 1 ============ ============ A reconciliation of the tax expense to the reported profits is given below: 2011 2010 £’000

    £’000

    (Loss)/profit before tax (43) 44 ============ ============ (Loss)/profit before tax multiplied by the small company rate of corporation tax in the UK of 21% (2010: 21%) (9) 12 Expenses not deductible for tax purposes 2 61 Adjustment to tax in respect of previous periods - 1 Tax losses carried forward 7 (73) ----------------- ----------------- Total current tax charge - 1 ============ ============ At 30 June 2011 the Group had accumulated tax losses of approximately £340,000 (2010: £300,000) available for offset against future taxable trading profits. These represent a potential deferred tax asset of approximately £71,000 (2010: £63,000) which has not been recognised due to uncertainty over whether or not there will be sufficient future taxable trading profits against which to offset the losses. 7 Loss per share Loss per share is calculated by dividing the loss for the year by the weighted average number of shares in issue during the year. The loss used in the calculation is as stated in the consolidated income statement. The weighted average number of shares in issue during the year was 43,873,328 (2010: 40,581,537). The options and warrants in issue have no dilutive effect in either year because the Group incurred a loss on continuing activities in both years.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 25 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    8 Property, plant and equipment

    Leasehold improvements

    Office equipment Total

    £’000 £’000 £’000 Cost at 1 July 2009 60 204 264 Additions - 5 5 ---------------- ----------------- ----------------- Cost at 30 June 2010 60 209 269 Additions Disposals

    4 (60)

    3 (185)

    7 (245)

    ---------------- ----------------- ----------------- Cost at 30 June 2011 4 27 31 =========== =========== ===========

    Depreciation at 1 July 2009 54 192 246 Charge for the year 6 8 14 ---------------- ---------------- ---------------- Depreciation at 30 June 2010 60 200 260 Charge for the year Disposals

    1 (60)

    6 (184)

    7 (244)

    ---------------- ---------------- ---------------- Depreciation at 30 June 2011 1 22 23 =========== =========== =========== Net book value at 1 July 2009 6 12 18 =========== =========== =========== Net book value at 30 June 2010 - 9 9 =========== =========== =========== Net book value at 30 June 2011 3 5 8 =========== =========== ===========

    All property, plant and equipment relates to discontinued activities and so is classed as held for sale on the Group balance sheet. Included within the net book value of property, plant and equipment is £3,000 (2010: £4,000) relating to assets held under finance leases and hire purchase agreements. The depreciation charged in the year in respect of such assets amounted to £1,000 (2010: £3,000).

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 26 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    9 Trade and other receivables 2011 2010 £’000 £’000 Trade and other receivables due within one year: Trade receivables - 54 Prepayments and accrued income 4 135 Other receivables 1 1 ----------------- ----------------- 5 190 ============ ============ Trade and other receivables due after one year: Accrued income - 328 ----------------- ----------------- - 328 ============ ============

    Amounts past due but unimpaired are as follows: 2011 2010 £’000 £’000 Trade receivables Less than 60 days - 54 More than 60 days - - ----------------- ----------------- - 54 ============ ============ All amounts are short term. The carrying value of all receivables is considered a reasonable approximation of fair value.

    The Directors consider all receivables to be recoverable and hence there is no provision against receivables at 30 June 2011. At 30 June 2010 all amounts were considered recoverable except for an amount of £5,237 which had been provided against.

    10 Trade and other payables - current 2011 2010 £’000

    £’000

    Trade payables - 49 Other taxation and social security - 25 Other payables - 61 Deferred income - 110 Accruals 29 60 ----------------- ----------------- 29 305 ============ ============= The other payables of £nil (2010: £61,000) were secured by a floating charge over the assets of the Group. The loan was repaid in full on 23 July 2010 at which point the security was extinguished. The loan carried a rate of interest of 1% per calendar month.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 27 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    11 Trade and other payables – Non current 2011 2010 £’000

    £’000

    Amounts due under finance leases and hire purchase agreements - 4 =========== ============

    12 Financial instruments and derivatives The Group’s principal financial instruments comprise cash and bank overdrafts. The purpose of these financial instruments is to finance the Group's operations. The Group has other financial assets and liabilities that arise directly from its operations, such as trade and other receivables and payables. The Group does not enter into derivative transactions such as forward foreign currency contracts. The main risks arising from the Group's financial instruments are credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. Credit risk The credit risk is the carrying amount of the financial assets as shown in note 11. The Group's trade and other receivables are actively monitored to avoid a significant concentration of credit risk. Liquidity risk The Group monitors its liquidity position actively to ensure the business has sufficient resources to meet its requirements and to invest cash assets safely and profitably. Market risk The Group considers its exposure to interest rate and foreign exchange to be immaterial. Fair values The Directors consider that the fair value of all the financial assets and liabilities is the same as the carrying value in the financial statements. IAS 39 categorisation Aside from cash and cash equivalents, substantially all financial assets are classed as loans and receivables. All financial liabilities are categorised as other financial liabilities and are carried at amortised cost. Maturity of financial liabilities Substantially all financial liabilities are due for repayment in less than 90 days.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 28 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    13 Leasing commitments At 30 June 2011 the Group had commitments under non-cancellable operating leases as set out

    below: 2011 2010 Buildings Buildings

    £’000 £’000 Operating leases which expire: Within 1 year - - Within 2 to 5 years 12 45

    ------------------- ------------------- 12 45

    ============= ============= 14 Share capital

    2011 2010 Authorised share capital: £’000 £’000 100,000,000 Ordinary shares of 1p each 1,000 1,000 ============ ============ 2011 2010 Allotted, called up and fully paid: Number

    £’000

    Number

    £’000

    Ordinary shares of 1p each 43,707,495 437 43,582,495 436 =============== ============ ================= ============ During the year the Company issued 125,000 ordinary shares for total consideration of £2,500.

    15 Share options The Group adopted the Rubicon Software Group EMI Scheme 2006 on 8 June 2006. Options in issue are as follows: Weighted

    average exercise price (p)

    30 June 2011

    Weighted average exercise price (p)

    30 June 2010

    Options in issue at start of year 2.2 1,513,750 2.2 1,513,750 Issued in the year - - - - Exercised in the year - - - - Lapsed during the year 1.0 (113,750) - -

    Options in issue at end of year

    2.3

    1,400,000

    2.2

    1,513,750

    All options in issue at the end of the year were exercisable. Exercise prices for options in issue range between 1p and 6p.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 29 Financial statements for the year ended 30 June 2011

    Notes to the Group financial statements

    16 Related party transactions There were no disclosable transactions with related parties during the year, save for remuneration payable to the Directors as disclosed in note 5.

    17 Events after the balance sheet date On 5 August 2011 the Company sold its entire shareholding in Rubicon Software Limited. More

    details on the sale are given in the Chairman’s Statement, and in note 1 to the financial statements.

  • 30

    Independent auditor’s report to the members of Rubicon Diversified Investments Plc

    We have audited the Parent Company financial statements of Rubicon Diversified Investments Plc for the year ended 30 June 2011 which comprise the balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditor

    As explained more fully in the Statement of Directors’ Responsibilities as set out on page 8, the Directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express and opinion on the Parent Company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements

    A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm. Opinion on financial statements

    In our opinion the Parent Company financial statements:

    • give a true and fair view of the state of the Company's affairs as at 30 June 2011;

    • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

    • have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by the Companies Act 2006

    In our opinion the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the Parent Company financial statements. Matters on which we are required to report by exception

    We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

    • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

    • the Parent Company financial statements are not in agreement with the accounting records and returns; or

    • certain disclosures of Directors’ remuneration specified by law are not made; or

    • we have not received all the information and explanations we require for our audit. Other matter

    We have reported separately on the Group financial statements of Rubicon Diversified Investments Plc for the year ended 30 June 2011. James Rogers Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Slough 23 November 2011

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 31 Financial statements for the year ended 30 June 2011

    Parent Company balance sheet

    2011 2010 Note £’000 £’000

    The accompanying accounting policies and notes form part of these financial statements.

    Fixed assets Investments 3 155 300

    Current assets Debtors 4 65 - Cash and bank 3 1

    68 1 Creditors: amounts falling due within one year 5 (60) -

    Net current assets 8 1

    Net assets 163 301

    Equity Called up equity share capital 8 437 436 Share premium account 8 416 414 Share option reserve 8 14 17 Retained earnings 8 (704) (566)

    Total equity 163 301

    These financial statements were approved and authorised for issue by the Directors on 23 November 2011 and are signed on their behalf by: Robert Burnham Director Company registration number: 05701801

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 32 Financial statements for the year ended 30 June 2011

    Notes to the Parent Company financial statements

    1 Principal accounting policies A summary of the principal accounting policies is set out below: Investments Investments are included at cost less amounts written off. Share-based payment The Company operates equity-settled share-based remuneration plans for certain employees (including Directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed to the statement of comprehensive income on a straight-line basis over the vesting period, together with a corresponding increase in equity (via a credit to the share option reserve), based upon the Company’s estimate of the shares that will eventually vest.

    Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Where employees are rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the instrument granted to the employee.

    Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate to share premium. 2 Loss of the parent company No profit and loss account is presented for the Parent Company as permitted by Section 408 of the Companies Act 2006. The Parent Company’s loss for the year was £153,000 (2010: £513,000).

    3 Investments Shares in subsidiaries £’000 Cost – at 1 July 2010 and 30 June 2011 300 Impairment during the year (145) ----------------- Net book value at 30 June 2011 155 ============ Net book value at 30 June 2010 300 ============ The impairment charge recognised arises on writing down the carrying value of the investment in Rubicon Software Limited to its net realisable value. Net realisable value is calculated based upon the fair value of consideration received, net of selling costs, when the subsidiary was sold after the period end.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 33 Financial statements for the year ended 30 June 2011

    Notes to the Parent Company financial statements

    3 Investments (continued)

    At 30 June 2011 the Group held investments in the following companies:

    Subsidiary undertakings Country of incorporation

    Class of share capital held Proportion held

    Nature of business

    Rubicon Software Limited England Ordinary 100% Software Accelerator Software Limited* England Ordinary 100% Dormant *Accelerator Software Limited is held indirectly through Rubicon Software Limited.

    Associated undertakings Country of incorporation

    Class of share capital held Proportion held

    Nature of business

    Virtual Sonar Limited England Ordinary 41% Dormant

    4 Debtors 2011 2010 £’000 £’000 Other debtors 1 - Prepayments and accrued income 64 - ----------------- ----------------- 65 - ============ ============

    5 Creditors: amounts falling due within one year 2011 2010 £’000 £’000 Amounts owed to group undertakings 31 - Accruals 29 - ----------------- ----------------- 60 - ============ ============

    6 Share capital See note 14 of the Group financial statements. 7 Share options

    Details of share options are given in note 15 of the Group financial statements.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 34 Financial statements for the year ended 30 June 2011

    Notes to the Parent Company financial statements

    8 Reconciliation of movements in shareholders’ funds

    Share capital

    Share

    premium

    Share options reserve

    Retained earnings

    Total

    equity £’000 £’000 £’000 £’000 £’000

    Balance at 1 July 2010 436 414 17 (566) 301 Loss for the year - - - (153) (153) Share issue 1 2 - - 3 Share options - - (3) 15 12

    Balance at 30 June 2011 437 416 14 (704) 163

    9 Related party transactions See note 16 of the Group financial statements.

    10 Events after the balance sheet date See note 17 of the Group financial statements.

  • Rubicon Diversified Investments Plc and its subsidiary undertakings 35 Financial statements for the year ended 30 June 2011

    Company information

    Company registration number 5701801 Registered office Belmont House Station Way Crawley West Sussex RH10 1JA Directors R Burnham R Blakesley Nominated Adviser and Broker W H Ireland Limited 4 Colston Avenue Bristol BS1 4ST Auditor Grant Thornton UK LLP Statutory Auditors Chartered Accountants Churchill House Chalvey Road East Slough Berkshire SL1 2LS Accountants James Cowper LLP Chartered Accountants 3 Wesley Gate Queen’s Road Reading Berkshire RG1 4AP Solicitors Thomas Eggar LLP Belmont House Station Way Crawley West Sussex RH10 1JA Bankers National Westminster Bank plc 50 High Street Egham Surrey TW20 9EU Registrars Neville Registrars Limited Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA

  • Rubicon Diversified Investments Plc 36 Financial statements for the year ended 30 June 2011

    Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be at Thomas Eggar LLP, 76 Shoe Lane, London, EC4A 3JB, on 21 December 2011 at 13:30 for the following purposes: Ordinary business 1. To receive and adopt the Report of the Directors and financial statements of the Company for the

    year ended 30 June 2011 together with the Report of the auditor. 2. To re-elect as director Richard Blakesley who retires by rotation in accordance with the

    Company's Articles of Association and who, being eligible, offers himself for re-election. 3. To re-appoint Grant Thornton UK LLP as auditor of the Company. 4. To authorise the Directors to fix the auditor’s remuneration. Rob Burnham Chairman 23 November 2011 NOTES

    1. If you have sold or otherwise transferred your shares in Rubicon Diversified Investments Plc you should hand this document and the enclosed form of proxy at once to the purchaser or transferee of the stockbroker or other agent to whom the sale or transfer was effected for transmission to the purchaser or transferee. If you are in any doubt as to the action you should take, please consult an independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately.

    2. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to

    attend and on a poll to vote instead of him. A proxy need not also be a member of the Company.

    3. To be valid, a proxy and any power of attorney or other authority under which it is assigned

    must be lodged with the Registrar of the Company, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, no later than 48 hours before the time for holding the meeting.

    4. Completing and returning a form of proxy will not prevent a member from attending in person

    at the meeting and voting should he so wish.

    5. In accordance with the Companies Act 2006 and with the requirements of the Rules of the UK Listing Authority, the Register of Directors' Interests in the share capital and debentures of the Company, is available for inspection at the Company's registered office during normal business hours.

    6. The Company pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001

    specifies that only those shareholders registered in the Register of Members of the Company as of 17:00 on 19 December 2011 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time.