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Directors' statement 3
Balance sheet 10
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GERRY ANDERSON PRODUCTIONS PLC
NOTICE OF MEETING
NOTICE is hereby given that the ANNUAL GENERAL MEETING of Gerry Anderson Productions plc
will be held at the Plough & Harrow Hotel, 135 Hagley Road Edgbaston, Birmingham B16 8LS on 28
September 2010 at 2.30pm for the following purposes:
1 To receive and adopt the directors’ report and accounts for the period ended 31 March 2010.
2 To re-appoint Shipleys LLP as auditors of the Company.
3 To fix the remuneration of Shipleys LLP as auditors.
Notes
A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and,
on a poll, to vote on his/her behalf. A proxy need not be a member of the company.
A form of proxy is enclosed. To be valid it should be completed and returned so as to reach the
Company’s Registrars, Margetts Fund Management Ltd, 1 Sovereign Court, 8 Graham Street,
Birmingham B1 3JR not less than 48 hours before the time fixed for the meeting. Completion of a form
of proxy does not preclude a member from subsequently attending and voting in person.
The register of directors’ interest will be available, for inspection by members, at the registered office
of the company during usual business hours on any weekday (public holidays excepted), from the
date of this notice until the date of the Annual General Meeting and at the place of the meeting, from
2pm until the conclusion thereof.
Change of Address
Members are requested to advise Margetts Fund Management Ltd, 1 Sovereign Court, 8 Graham
Street, Birmingham B1 3JR of any change of address.
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GERRY ANDERSON PRODUCTIONS PLC
DIRECTORS' STATEMENT
This is the seventh year of trading for Gerry Anderson Productions Plc (GAP) and the directors’ report
is below.
The group produced the series entitled ‘Gerry Anderson’s New Captain Scarlet’ which was partly
funded through a loan provided by Coutts & Co. The terms of the loan required repayment by 30
September 2007.
In the previous statement we reported that trading conditions were poor and consequently the group
was unable to repay the Coutts & Co loan on the agreed date. Unfortunately this remains the case and
GAP has been unable to repay the loan although it has been reduced as a result of income received.
Since this time Coutts & Co have been willing to allow GAP to continue to trade with a view to
ultimately recovering the loan position and have not exercised their right regarding assets charged by
the company to Coutts.
Sony BMG agreed to relinquish their distribution rights so that Regent could be appointed as the new
international distributor for all territories with the exception of the UK and Ireland. Following a
protracted period of discussion and negotiation both Coutts & Co and Gerry Anderson agreed to the
new appointment. Regent were formally appointed on 09 March 2010.
We have made arrangements for all available materials to be delivered to Regent from Sony at which
point they will be in a position to sell licenses to interested parties. Regent are confident that sales will
be made. It is important to be realistic and therefore we expect it will take some time to re-establish
the brand and there is no guarantee of success.
Coutts & Co have a charge over all assets owned by GAP and could take possession of GAP’s assets
in order to recover monies owed to them at any time. It is our understanding that Coutts & Co are
prepared to allow a reasonable amount of time for Regent to make sales before they consider
enforcing their rights.
Clearly the group is in a distressed position and there is no guarantee that we will be able to continue
trading for the next twelve month period.
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GERRY ANDERSON PRODUCTIONS PLC
THE DIRECTORS' REPORT
The directors present their report and the financial statements of the group for the year ended
31 March 2010.
FUTURE PROSPECTS
Clearly the group is in a distressed position and there is no guarantee that we will be able to continue
trading for the next twelve month period.
FINANCIAL INSTRUMENTS
The group's principal financial instruments comprise bank balances (both cash and loans) and trade
debtors. The main purpose of these instruments is to raise funds for and to finance the group's
operations.
In respect of bank balances the liquidity risk is managed by maintaining a balance sufficient to meet
the funds required for the group's operations. Trade debtors are managed in respect of credit and
cash flow risk by ensuring that fees are collected when due.
The group considers the wider business risk facing the group as well as the financial risks arising in
the normal course of business and sets policies for managing each of these risks to minimise potential
adverse effects on the group's performance.
DIRECTORS
The directors who served the company throughout the year were:
T. J. Ricketts
N. D. Jealous
DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors’ 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 which give
a true and fair view of the state of affairs of the company and of the group and of the profit or loss of
the group for that year. In preparing those financial statements, the directors are required to:
select suitable accounting policies, as described on page 13, and then apply them consistently;
state whether applicable 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 group will continue in business.
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GERRY ANDERSON PRODUCTIONS PLC
THE DIRECTORS' REPORT (continued)
The directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the group and to enable them to ensure that the financial
statements comply with the Companies Act 2006. The directors are also responsible for safeguarding
the assets of the group and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
there is no relevant audit information of which the group's auditors are unaware; and
the directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditors are aware of that information.
AUDITOR
Shipleys LLP has indicated its willingness to remain in office and in accordance with Section 489 of
the Companies Act 2006, a resolution to re-appoint them as auditors of the company is to be proposed
at the forthcoming Annual General Meeting.
T J Ricketts
Director
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GERRY ANDERSON PRODUCTIONS PLC
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF GERRY
ANDERSON PRODUCTIONS PLC
We have audited the group and parent company financial statements ("the financial statements") of
Gerry Anderson Productions plc for the year ended 31 March 2010. 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 shareholders, as a body, in accordance with Chapter 3 of
Section 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to
the company's shareholders 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 shareholders as a body, for our audit work, for
this report, or for the opinions we have formed.
give a true and fair view of the state of the group's and parent company's affairs as at
31 March 2010 and of the group's result for the year then ended;
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.
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GERRY ANDERSON PRODUCTIONS PLC
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF
GERRY ANDERSON PRODUCTIONS PLC
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
we have not received all the information and explanations we require for our audit.
3 September 2010
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GERRY ANDERSON PRODUCTIONS PLC
GROUP PROFIT AND LOSS ACCOUNT
2010 2009
Note £ £
The group has no recognised gains or losses other than the results for the
year as set out above.
The company has taken advantage of section 408 of the Companies Act 2006
not to publish its own Profit and Loss Account.
-8-
GERRY ANDERSON PRODUCTIONS PLC
GROUP BALANCE SHEET
31 MARCH 2010
2010 2009
Note £ £ £
FIXED ASSETS
Investments 8 - -
--------------------------------
CURRENT ASSETS
Production advances 9 1,999,999 2,166,666
Debtors 10 5,102 908
Cash at bank 47 443
---------------------------------------------- ----------------------------------------------
2,005,148 2,168,017
CREDITORS: Amounts falling due within one year 11 (1,450,738) (1,938,430)
---------------------------------------------- ----------------------------------------------
NET CURRENT ASSETS 554,410 229,587
---------------------------------------------- ----------------------------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 554,410 229,587
---------------------------------------------- ----------------------------------------------
554,410 229,587
============================================== ==============================================
These financial statements were approved by the directors and authorised for issue on the 3
September 2010 and are signed on their behalf by:
.......................... ..........................
T J RICKETTS N D JEALOUS
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GERRY ANDERSON PRODUCTIONS PLC
BALANCE SHEET
31 MARCH 2010
2010 2009
Note £ £ £
FIXED ASSETS
Investments 8 100 100
------------------------- --------------------------------
CURRENT ASSETS
Production advances 9 1,999,999 2,166,666
Debtors 10 5,102 908
Cash at bank 38 208
---------------------------------------------- ----------------------------------------------
2,005,139 2,167,782
CREDITORS: Amounts falling due within one year 11 (1,450,738) (1,936,900)
---------------------------------------------- ----------------------------------------------
NET CURRENT ASSETS 554,401 230,882
---------------------------------------------- ----------------------------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 554,501 230,982
---------------------------------------------- ----------------------------------------------
554,501 230,982
============================================== ==============================================
These financial statements were approved by the directors and authorised for issue on the 3
September 2010 and are signed on their behalf by:
.......................... ..........................
T J RICKETTS N D JEALOUS
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GERRY ANDERSON PRODUCTIONS PLC
GROUP CASH FLOW STATEMENT
2010 2009
£ £ £
FINANCING
Decrease in bank loans (1,350,934) (269,921)
------------------------------------------ ------------------------------------------
NET CASH OUTFLOW FROM FINANCING (1,350,934) (269,921)
------------------------------------------ ------------------------------------------
(DECREASE) IN CASH (16,746) (6,111)
========================================== ==========================================
2010 2009
£ £
Operating profit 346,300 208,551
Decrease in production advances 166,667 166,667
(Increase) / decrease in debtors (4,194) 15,543
Increase / (decrease) in creditors 846,888 (16,340)
Fall in value of investments - 3,163
------------------------------------------ ------------------------------------------
Net cash inflow from operating activities 1,355,661 377,584
========================================== ==========================================
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GERRY ANDERSON PRODUCTIONS PLC
GROUP CASH FLOW CASH FLOW STATEMENT (continued)
2010 2009
£ £ £
(Decrease) in cash in the year (16,746) (6,111)
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GERRY ANDERSON PRODUCTIONS PLC
1. ACCOUNTING POLICIES
Basis of accounting
The financial statements have been prepared under the historical cost convention, and in
accordance with applicable accounting standards.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and
all group undertakings. These are adjusted, where appropriate, to conform to group accounting
policies. Acquisitions are accounted for under the acquisition method and goodwill on
consolidation is capitalised and written off over five years from the year of acquisition. The results
of companies acquired or disposed of are included in the profit and loss account after or up to the
date that control passes respectively. As a consolidated profit and loss account is published, a
separate profit and loss account for the parent company is omitted from the group financial
statements by virtue of section 408 of the Companies Act 2006.
Turnover
The turnover shown in the profit and loss account represents amounts invoiced during the year,
exclusive of Value Added Tax.
Production advances
Production advances which are stated at the lower of cost and net realisable value represent
acquired rights and costs incurred in respect of completed productions. These costs are carried
forward only where, in the opinion of the directors, there is a clearly defined project and the
recovery of these costs can reasonably be expected. Net realisable value is based on estimated
selling prices less any selling costs expected to be incurred.
The period over which income will be generated is, in the directors’ opinion, thirty to forty years
and as a result the directors consider it prudent to make a provision against the cost of the
production advances over 15 years.
Deferred taxation
Deferred taxation is provided in respect of all future obligations to pay additional tax arising as a
result of past events in line with Financial Reporting Standard Number 19. Deferred tax assets
are recognised only to the extent that the directors consider it is more likely than not that there
will be sufficient taxable profits from which future reversal of underlying timing differences can be
deducted.
Going concern
The company is in breach of the terms of a loan from Coutts & Co and is unable to repay the
amount due. The directors believe that this position may be recoverable and Coutts & Co are
allowing the company to continue as a going concern for the time being although there is no
guarantee that this will continue.
2. TURNOVER
The turnover and loss before tax are attributable to the one principal activity of the group.
2010 2009
£ £
United Kingdom 10,958 380,677
================================ ================================
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GERRY ANDERSON PRODUCTIONS PLC
3. OPERATING PROFIT
2010 2009
£ £
Amounts written off investments - 3,163
Directors' emoluments – –
Auditor's remuneration
- audit of the financial statements - 2,500
Loan guarantee waived 500,000 -
======================= =======================
4. PARTICULARS OF EMPLOYEES
No salaries or wages have been paid to employees, including the directors, during the year. The
directors were the only employees. No directors have exercised any share options.
2010 2009
£ £
Interest payable on bank borrowing 22,408 113,907
================================= +=============================
2010 2009
£ £
Current tax:
UK Corporation tax based on the results for the year at 19% (2009
– 19%) - -
Total current tax - -
============== ==============
(b) Factors affecting current tax charge
The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of
corporation tax in the UK of 21% (2009 - 21%).
2010 2009
£ £
Profit on ordinary activities before taxation 324,823 94,775
=========================================== ========================================
The profit dealt with in the accounts of the parent company was £323,519 (2009 -
£95,045).
8. INVESTMENTS
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GERRY ANDERSON PRODUCTIONS PLC
Group Company
2010 2009 2010 2009
£ £ £ £
Shares in group undertakings – – 100 100
Other investments - - - -
------------------------------------ --------------------------------------- ------------------------------------ -------------------------------------
- - 100 00
==================================== ===================================== ==================================== =====================================
Details of the company’s subsidiary undertaking, which is registered and incorporated in England
& Wales, are as follows:-
9. PRODUCTION ADVANCES
Group Company
2010 2009 2010 2009
£ £ £ £
At cost 2,166,666 2,333,333 2,166,666 2,333,333
Provision (166,667) (166,667) (166,667) (166,667)
---------------------------------------------- ------------------------------------------------ ------------------------------------------------ -----------------------------------------------
At 31 March 2010 1,999,999 2,166,666 1,999,999 2,166,666
============================================== ============================================== ============================================== ==============================================
10. DEBTORS
Group Company
2010 2009 2010 2009
£ £ £ £
Trade debtors 5,102 908 5,102 908
---------------------------- -------------------------------- ---------------------------- --------------------------------
5,102 908 5,102 908
============================ ================================ ============================ ================================
Group Company
2010 2009 2010 2009
£ £ £ £
Bank loans and overdrafts 596,217 1,930,797 596,217 1,930,797
Other creditors 850,000 - 850,000 -
Accruals and deferred income 4,521 7,633 4,521 6,103
------------------------------------------ ------------------------------------------ ------------------------------------------ --------------------------------------------
1,450,738 1,938,430 1,450,738 1,936,900
========================================== ========================================= ========================================== =========================================
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GERRY ANDERSON PRODUCTIONS PLC
The company had an original loan facility with Coutts & Co for up to £2,470,000. The company
was unable to repay the loan by the original due date and Coutts agreed to extend the loan
period by a further year. The company was not able to pay the loan back the following year and
consequently Coutts & Co called the loan guarantee. The remaining balance of the loan of
£596,217 is included in creditors and is payable on demand. Of the guarantee called, £850,000
is repayable to the guarantor and is included within other creditors.
The company has granted the shareholders of C S Preproduction Limited (of which T J Ricketts
and N D Jealous are Directors and shareholders) options to purchase shares equivalent to 10%
of the issued share capital of the company following conclusion of the Offers. These additional
shares will be at a price of £1 each. These options expire on 5 April, 2013.
J Gutteridge and T H Ricketts have both received share options and payments in relation to their
personal guarantees for the Coutts & Co loan facility which were called in during September
2008. T H Ricketts is a director and shareholder of MFM which provides management services to
the company. Information in relation to J Gutteridge is disclosed by virtue of the size of the
transaction and by being a shareholder.
J TH
Gutteridge Ricketts
£ £
Loan facility guaranteed 500,000 850,000
Fees payable by GAP upon the release of the monies 5,000 8,500
Interest due on the guaranteed amount annually at 1.5% 1.5%
Share options issued at a strike price of £1.25 exercisable between
27 July 2005 and 28 February 2013 150,000 255,000
============================================== ==============================================
The loan guarantee was called in by Coutts & Co on 30 September 2008. MFM has reimbursed
J Gutteridge for his guarantee and will not seek to recover this amount from GAP. Interest on the
guaranteed amounts has been waived. The loan guarantee by T H Ricketts remains liable for
payment by GAP and is included in Other Creditors.
Audit fees and other costs totalling £500 were paid by MFM during the period. MFM will not seek
to recover these costs.
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GERRY ANDERSON PRODUCTIONS PLC
No £
At 1 April 2009 and 31 March 2010 17,231,582 17,231,582
================================================ ================================================
Share options
The company has granted the following options over the £1 ordinary shares.
2010 2009
No £ No £
At 1 April 2009 and at 31 March 2010:
14. RESERVES
Group Share
premium Profit and loss
account account
£ £
Balance brought forward 1,197,224 (18,199,219)
Profit for the year – 324,823
------------------------------------------ ------------------------------------------
Balance carried forward 1,197,224 (17,874,396)
========================================== ==========================================
Company Share
premium Profit and loss
account account
£ £
Balance brought forward 1,197,224 (18,197,824)
Profit for the year – 323,519
------------------------------------------ --------------------------------------------
Balance carried forward 1,197,224 (17,874,305)
========================================== =============================================
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GERRY ANDERSON PRODUCTIONS PLC
2010 2009
£ £
Loss / (profit) for the financial year 324,823 94,775
Net (deduction from) / addition to shareholders' funds 324,823 94,775
Opening shareholders' funds 229,587 134,812
---------------------------------------------- ----------------------------------------------
Closing shareholders' funds 554,410 229,587
============================================== ==============================================
The repayment of the loan has been renegotiated and Coutts & Co continue to allow the group to
trade. An application has been made to dissolve the companies wholly owned subsidiary Scarlet
Digital Imaging Limited.
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GERRY ANDERSON PRODUCTIONS PLC
I/We…………………………………………………………………………………………………..
(BLOCK CAPITALS PLEASE)
of…………………………………………………………………………………………………………
being (a) member(s) of the Company hereby appoint the Chairman of the Meeting, or, failing
him………………..……………..as my/our proxy to vote for me/us and on my/our behalf at the Annual
General Meeting of the Company to be held at The Plough & Harrow Hotel 135 Hagley Road
Edgbaston, Birmingham B16 8LS and at any adjournment thereof and thereat to vote as indicated
below.
Please indicate with an X in one of the boxes under “FOR” or “AGAINST” below how you wish your
vote to be cast in respect of each resolution. If you sign and return this form without any specific
directions, your proxy will abstain or vote as he/she thinks fit.
1 To receive and adopt the report and accounts for the year ended 31 March
2010.
Signature(s)……………………………………………………………………………………………
Notes
1. All members are entitled to attend and vote at the Meeting, whether or nor they have
returned a form of proxy.
2. If any other proxy is preferred, delete the words “the Chairman of the Meeting, or” insert the
name of the proxy you wish to appoint and initial the alteration. A proxy need not be a
member of the Company.
3. In the case of a corporation this form of proxy must be executed under its common seal or
under the hand of an officer or attorney duly authorised in writing.
4. Appointment of a proxy will not preclude a member from attending and voting in person
should he/she subsequently decide to do so.
Any form of proxy and power of attorney or other authority under which it is signed (or notarially
certified or office copy of such power or authority) in order to be valid, must reach the Company’s
Registrar, Margetts Fund Management Ltd, 1 Sovereign Court, 8 Graham Street, Birmingham B1 3JR
not less than 48 hours prior to the time of the Meeting.
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