The
directors submit their report and the audited financial statements of the
company and the group for the year ended 30 November 2001.
PRINCIPAL
ACTIVITY
The
principal activity of the group during the year was that of mixed-media
publishing.
REVIEW
OF THE BUSINESS AND FUTURE DEVELOPMENTS
These
are dealt with in the Chairman’s and Chief Executive’s Report.
DIVIDENDS
The
directors do not recommend the payment of a dividend.
DIRECTORS
The
following directors have held office during the year:
A
Ageh
P
Rigby
S
Stein
E Tranham
J Turner
N
Wray
D
Jacquesson was appointed as a director on 28 February 2002.
DIRECTORS' INTERESTS IN SHARES
Directors'
interests in the shares of the company, including family interests, were as
follows:
|
|
|
Ordinary sharesof 1p each |
|
|
30 November 2001 |
30 November 2000 |
|
|
|
|
|
S
Stein |
9,642,870 |
9,642,870 |
|
J
Turner |
1,071,430 |
1,071,430 |
|
N
Wray |
8,571,440 |
8,571,440 |
|
E
Tranham |
2,515,476 |
- |
|
|
|
|
There have been no changes in directors’ share
interests, options or warrants between 1 December 2001 and 22 February 2002.
Details of directors’ options over ordinary shares of
1p each and warrants to subscribe for ordinary shares of 1p each are disclosed
in note 20.
SUBSTANTIAL SHAREHOLDINGS
The directors have been notified of the following
substantial interests as at 22 February 2002:
|
|
Number of ordinary shares of 1p each |
Percentage of issued share capital |
|
|
|
|
|
Pershing
Keen Nominees Limited |
8,432,925 |
10.95% |
|
Hargreave
Hale Nominees Limited |
4,000,000 |
5.19% |
|
A
Buchan |
3,600,000 |
4.67% |
|
R
Buchan |
3,600,000 |
4.67% |
|
R
Troop |
3,000,000 |
3.90% |
|
C
Kington |
2,515,476 |
3.27% |
|
|
|
|
ANNUAL GENERAL MEETING
The directors were empowered by resolutions passed
at the last AGM of the company to allot relevant securities for cash up to a
nominal value of £156,964, representing approximately 25% of the issued share
capital of the company otherwise than pro rata to existing shareholders in certain
circumstances until the next Annual General Meeting of the company. It is proposed that these powers should be
renewed for a further period until the conclusion of the Annual General Meeting
in 2003 and the appropriate resolutions are set out in the Notice of Annual
General Meeting. Approval is being
sought to disapply statutory pre-emption rights in relation generally to allot
for cash ordinary shares up to a nominal value of £192,542 representing
approximately 25% of the issued share capital of the company.
In addition, approval is
being sought to increase the maximum number of shares over which options may be
granted from 10% to 20% of the aggregate issued ordinary share capital of the
company.
Finally, as referred to in
the Chairman’s and Chief Executive’s statement, Ed Tranham is to retire by
rotation at the Annual General Meeting and does not intend to stand for
re-election.
POLICY ON PAYMENT OF CREDITORS
The company’s policy which is also applied by the
group is to ensure that, in the absence of dispute, all suppliers are dealt
with in accordance with its standard payment practice whereby all outstanding
trade accounts are settled within the terms agreed with the supplier at the
time of the supply or otherwise 30 days from receipt of the relevant
invoice.
During the year the average credit taken from
suppliers by the group was 26 days (2000: 10 days).
AUDITORS
A resolution to reappoint Baker Tilly, Chartered
Accountants, as auditors will be put to the members at the annual general
meeting.
By order of the board
NK Lloyd
Secretary
28 February 2002