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AEC Education plc
Commenting, Chairman Liam Swords, said, "2008 has been another very successful year for the Group. We have made considerable progress in building on our position as a well-respected provider of education programmes in the Asian market, in particular, with the completion of a transformational acquisition, of Educational Resources Pte Ltd. Our strategy of combining strong organic growth with synergistic and easily integrated acquisitions has produced significant growth in both revenue and profits during the last two years and we continue to focus on the realisation of this growth plan. Education is a resilient sector in financially difficult times so, despite the general market conditions, we anticipate further growth and progress across the Group going forward." For further information, please contact: AEC Education plc
Liam J Swords, Chairman
Tel: +44 20 7448 1000 (today)
+44 20 8308 1202 (thereafter)
W H Ireland Ltd (NOMAD) Adrian Kirk Phone +44 161 8322174 Biddicks (Financial PR) Katie Tzouliadis/Sophie Lane Phone +44 20 7448 1000 Chairman's StatementOverviewAs our results show, 2008 has been another very successful year for the Group. We have made considerable progress in building on our position as a well-respected provider of education programmes in the Asian market. In particular, we completed a transformational acquisition, of Educational Resources Pte Ltd ("ER") and made strategic investments in two other complementary businesses, Kasturi Management Consultancy Sdn. Bhd. ("Kasturi") and IMS Professional Training Services Sdn. Bhd. ("IMS"). We also made a number of significant organisational changes. These have improved the Group's operational efficiency and should support the Group's continuing growth. In January 2008, we concluded the purchase of ER, acquiring the remaining 65% shareholding of the business not already owned by the Group. ER offers a variety of UK and Australia based qualifications to students in the Far East and represents a complementary fit with our existing business. In April, we invested in Kasturi and IMS, two educational programme providers based in Malaysia. Kasturi also owns Kolej Kasturi ("KK"), a leading provider of professional and business programmes in Malaysia. Our involvement with these businesses helps to expand our presence in the business sector of the Malaysian education market. The Group's results for the year reflect the contribution of these acquisitions as well as strong organic growth. Revenues have increased by 123% to £6.1m over last year and earnings per share rose by 138% to 3.1p. This is very encouraging and the Board remains confident that there is considerable scope for the business to continue to expand in line with its strategy. Financial resultsRevenues for the year to 31 December 2008 rose by 123% to £6.2m (2007: £2.8m) with operating profits increasing by 230% to £743,724 (2007: £225,234) and profit before tax rising by 166% to £794,473 (2007: £298,155). Post-tax profits increased 170% to £595,756 (2007: £220,498). Earnings per share rose by 138% to 3.1p (2007:1.3p). The cash flow from operating activities was £1.65m (2007: £0.17m). This significant improvement in cash flow reflects growth in revenues, the efficient integration of the acquisitions made and overall improvements in margins, derived from organisational development and changes. At 31 December 2008, net cash stood at £1.96m (2007: £0.3m). The Board has decided not to recommend the payment of a dividend this year as we believe that, at this stage, shareholders will benefit more from the continuing investment of available cash into existing operations and new opportunities. Business DevelopmentThe completion of the acquisition of ER was a major step in the development of the Group. The move has added critical mass to our existing operations, strengthened our presence in our existing geographic markets and opened new opportunities. Operating from offices in Singapore, Malaysia, Hong Kong and China, ER delivers London Chamber of Commerce and Industry ("LCCI") qualifications as well qualifications in the use of MYOB accounting products (MYOB is the large Australian based competitor to Sage accounting packages). ER enrolled over 100,000 examinations entries for students in 2007 and I am pleased to report that this number has increased by 14% in 2008. Following the acquisition of ER, a key focus in 2008 was its integration within the Group and the transfer of its day-to-day administration and operational processes to our lower cost base in Kuala Lumpur in Malaysia. This was successfully completed during the year and has achieved the anticipated productivity gains. As part of ER's integration, we also restructured the Group's management team during the year in order to create an effective operational base, geared to deal with the Group's future needs. At a country level, we strengthened the market management teams in China, Sri Lanka and Vietnam. This will help us to accelerate our growth and development in these geographic markets. With these changes in place, we believe that we have established the appropriate management infrastructure to enable us to continue growing organically and to facilitate further acquisitions. Our existing businesses performed well over the year. BrainBox Limited, the educational training courses provider based in Vietnam, which we acquired in 2006, grew strongly. Its growth was aided by the introduction of a range of new courses, including Hospitality and Business. These new courses will provide a strong base for future development and growth in the region. After the year end, in March 2009, we acquired the remaining 5% of BrainBox Limited's shares not already owned by the Group by the issue of AEC shares. In 2006, we introduced Association of Chartered and Certified Accountants ("ACCA") courses and, during 2008, we extended the provision of these courses in Singapore and Malaysia. New programmes in Business Management, Logistics and Interactive Media also contributed to revenue growth. I am also pleased to report that we have formed Partnerships with the University of Wales and Teesside University to offer undergraduate and postgraduate programmes in Finance. During the period, the Group introduced new programmes in Mandarin, which opened up new opportunities. We are focused on expanding the reach of our LCCI programmes. A new initiative with the Malaysian Examinations Syndicate to partner LCCI vocational qualifications with similar national curriculum vocational subjects and new initiatives in the LCCI vocational English programmes in Hong Kong should provide growth opportunities. We also intend to upgrade our IT systems to enable the direct marketing of other Group courses to existing students who wish to enhance their language and business skills further. ProspectsDuring 2008, we focused on the integration of Educational Resources and the relocation of administration and operations from Singapore to our site in Malaysia to achieve savings in cost and efficiency improvements. We anticipate seeing continued improvement from these changes together with the benefit of new courses and partnerships we introduced over the year, in the Group's financial results in 2009. Our strategy of combining strong organic growth with synergistic and easily integrated acquisitions has produced significant growth in both revenue and profits during the last two years. At the same time, we have also been able to build up cash reserves. After the period end, we undertook a placing of new ordinary shares at 12p per share to further supplement the Group's available cash resources. We believe that this placing demonstrates both investors' and the Board's confidence in the future. Education is a resilient sector in financially difficult times so despite the general market conditions we anticipate further growth and progress across the Group going forward. Board and StaffI would like to thank my colleagues on the Board for their support and advice during the year. In particular, I would like to thank Tunku Iskandar bin Tunku Abdullah. He stepped down from the Board as a Non-executive Director in November 2008, owing to his other business commitments and the Directors wish to place on record their thanks and appreciation for his valuable contribution and guidance during the last four years. Once again, AEC's Chief Executive, David Ho, has led his team to produce an excellent result. David is supported by a team of highly creative and energetic staff who have committed themselves fully to achieving the Group's objectives. The Board appreciates their dedication and tireless efforts. Liam Swords CHIEF EXECUTIVE OFFICER'S REVIEWIntroductionDespite the global economic downturn, I am pleased to report that 2008 was a good year for AEC Education plc. The business made excellent progress as we continued with our strategy of accelerating growth through careful and strategic acquisitions. The transformational acquisition of Educational Resources Pte Ltd ("ER") at the start of the year has enabled us to more than double our revenues over the year, with operating profits more than tripling and earnings per share more than doubling. As well as adding critical mass to our operations, it has also opened up new opportunities for the business. Business ReviewThe business of AEC Education plc can broadly be divided into two major categories: Education and Training, and Vocational Examinations and Certifications. Most of our activities in the Education and Training sector are carried out by AEC Education's wholly owned subsidiary, AEC. Edu Group Pte Ltd ("AEC Edu Group"). The business is based in Singapore and has extended its footprint into a number of other countries in the Asian region, including Malaysia, Vietnam, China and India, as well as Sri Lanka. All our Vocational Examination and Certification operations are conducted by Educational Resources Pte Ltd ("ER"), which we acquired in full in January 2008. (Until that point, we held 34.96% of the shares in the business). ER holds an exclusive agency agreement with one of the UK's leading examination and qualification bodies, Education Development International ("EDI"). Importantly, this guarantees ER the right to market and administer London Chamber of Commerce and Industry ("LCCI") International Qualifications across 24 countries in Asia. ER promotes and monitors LCCI Series Exams that take place in April, May/June and November, along with numerous On-Demand Exams held throughout the year. AEC Edu Group - Education and TrainingSingapore The Group's operations are headquartered in Singapore. This makes us well-positioned to benefit from the government of Singapore's ambitious plan to make Singapore a world class education hub. Using the slogan, "Singapore ? the Global Schoolhouse", the government is targeting students from East Asia, Southeast Asia and South Asia, with the goal of increasing the number of international students studying in Singapore to 150,000 by the year 2012. Most of these foreign students will be studying in private educational institutions such as ours. Reflecting Singapore's increasing position as an educational hub, our students have their origins in 15 countries across Asia. Over the course of 2008, total student numbers at our school increased by 70% year on year. We saw particularly strong uptake in the following courses:
We started several new programmes in 2008 including:
Vietnam Our operations here are managed by BrainBox Foreign Language & Management Studies Training Center ("BrainBox"), based in Ho Chi Minh City. We acquired a controlling stake in BrainBox in 2006. Leveraging on the success of our Hospitality Management Courses in Singapore, BrainBox launched Diploma and Advanced Diploma in Hospitality Management Courses in Vietnam in 2008. The Diploma programme saw four intakes last year, each with a very good response. In 2008, we also saw the first batch of students from the Advanced Diploma programme graduate successfully, in a ceremony attended by many leading HR Managers from the Food & Beverage / Hospitality industry. The launch of our core LCCI Diploma programmes in Accounting and Business in the country with the local Vietnamese universities, based on the dual-certification model, has been very successful. A large number of students from Van Lang University at Ho Chi Minh City in Vietnam graduated with LCCI diplomas in 2008. Currently we have several hundred students enrolled in various LCCI courses at BrainBox. Following the year end, in March 2009, we acquired the outstanding 5% of BrainBox shares not already owned by AEC, making it a wholly owned subsidiary. AEC now has a platform from which to grow strongly in Vietnam as the country continues to develop its economy and trade with the rest of the world. Malaysia With the acquisition of our strategic stakes in Kasturi Management Consultancy Sdn. Bhd ("Kasturi"), which also owns Kolej Kasturi ("KK") and in IMS Professional Training Services Sdn. Bhd. ("IMS") in April 2008, we have plans to expand our footprint in the business segment of the Malaysian education market. KK now runs a variety of professional as well as academic programmes, ranging from Accounting programmes, certified by the Association of Chartered and Certified Accountants ("ACCA"), to business undergraduate and postgraduate degrees from the University of Wales. While catering largely to Malaysian students, KK also has a successful English Language programme, which attracts large numbers of students from North Africa and the Middle East. AEC has a 30% stake in Pusat Tuisyen Kasturi Sdn Bhd ("PTK") one of the oldest and most well established Private Tuition Centres in Malaysia. PTK provides tuition for students in the 13 to 18 age-range, preparing them for the three important government examinations in Malaysia, namely PMR, SPM, STPM. (i.e. Form 3 Examinations and the equivalent to GCSEs and A-levels). PTK runs four tuition centres in total, with the main centre located in the heart of Kuala Lumpur city and three more in key satellite towns,?namely Petaling Jaya, USJ and Kepong. These cater to several thousand students. China In 2008, we established a programme of Mandarin-based diploma business programmes in Singapore specifically for students from China. Students come from a number of regions in China to Singapore to gain exposure to the English-speaking world. These students also complete Foundation English programmes in order to be effectively bilingual upon their return to China. Since its start, the programme has being doing very well, attracting large numbers of students and our branch office in Shenzhen is rapidly expanding this programme across China. A new agreement with the University of Wales has also enabled our school in Singapore to run the University of Wales' Bachelor of Business Studies programme in Singapore. We are seeing rising numbers in this programme and expect it to gain further traction as it gains visibility in China through our marketing efforts. Educational Resources - Vocational Examinations & CertificationsAs previously mentioned, ER holds the rights to market and administer LCCI International Qualifications across 24 countries in Asia. Steady growth over the past few years has seen the number of LCCI examinations taken across Asia rise to almost 120,000 in 2008, with continued growth anticipated in the coming years as more candidates become familiar with the acknowledged benefits of an internationally accepted qualification, especially in developing Asian countries. After acquiring full ownership of ER in 2008, the Board took a strategic decision to move ER's operational base to Kuala Lumpur in Malaysia, with a view to creating economies of scale and streamlining operational costs. A strong management culture, aided by experienced business development managers, has brought a wealth of local, regional, and international expertise to the business of examinations. A recent restructuring exercise by senior management has brought the staff complement up to 34 full-time professionals, separated operational procedures from business development, and strengthened our human capital in Hong Kong, China and Sri Lanka. Currently, the majority of ER's business is generated in four key territories: Hong Kong, Malaysia, Myanmar, and Singapore. China, Vietnam, India and Sri Lanka are expected to grow significantly in the coming years, with a number of other countries in the region also providing opportunities for considerable expansion in what is generally perceived as a 'recession-proof' industry. In recent years, ER has sought to expand its student base through collaborations with ministries, universities and governmental agencies in order to generate wider recognition and acceptance among potential students and employers. These efforts have culminated in a number of special projects that map LCCI qualifications against the existing local curricula. The collaborations with the Malaysian Ministry of Education for Accounting Examinations and with the Guangzhou Examination Bureau in China for Business English are notable achievements. Other Developments in 2008Apart from the increase in student numbers, we have been working to strengthen the operational support given to our students and academic staff. As always, our biggest concern is for our students' welfare and to this end, we have spent considerable time and energy towards improving student support services, which include hostel-facilities in Singapore. We have enhanced our Academic Council which has been tasked to review and upgrade our teaching pedagogy and resources. We are also continually upgrading our classroom facilities with state-of-the-art technologies for optimum learning. This commitment to excellence has resulted in the Government of Singapore renewing our Singapore Quality Certification once again this year. OutlookIn addition to organic growth, we continue to look for synergistic acquisitions which will help us to build critical mass and accelerate the Group's growth. While we continue to seek acquisitions in geographies where we have existing operations, we are also seeking complementary acquisitions in the United Kingdom and Europe. This will link our current pan-Asian network to the European continent. Historically, the education industry has proven highly resilient to economic downturns and in 2009, we are planning to step up our sales and marketing efforts in a number of cities where we have already established channels and infrastructure. We have also finalised plans to upgrade and expand our schools in Ho Chi Minh City, Vietnam and Kuala Lumpur, Malaysia. We continue to seek suitable collaborations with foreign universities in the UK and Australia to offer a wider variety of degree programmes relevant to the current market demands. We are also completing plans to launch a new Real Estate and Digital Interactive Media degree programme from the UK next year. In conclusion, I believe growth prospects for the business remains very positive and continue to view our ambitious growth plans with confidence. I would like to thank our staff and faculty who have determinedly put in the time and effort to establish AEC as one of the leading providers of quality education in the region. As we continue to move forward, I am mindful that it is the combined support and contribution from each and every staff member that makes the Group's achievements possible and I thank you for that commitment. David Ho AEC EDUCATION PLC
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| Note | 2008 £ |
2007 £ |
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| Revenue | ||||
| Sale of services | 5,504,630 | 2,617,132 | ||
| Other income | 645,433 | 135,308 | ||
| 6,150,063 | 2,752,440 | |||
| Administrative expenses | ||||
| Cost of services sold | 2,610,581 | 1,304,913 | ||
| Salaries and employees' benefits | 1,401,578 | 565,199 | ||
| Amortisation of development costs | 13,784 | 11,988 | ||
| Depreciation of plant and equipment | 88,703 | 42,252 | ||
| Finance costs | 17,215 | 7,636 | ||
| Other operating expenses | 1,274,478 | 595,218 | ||
| Total operating costs and expenses | 5,406,339 | 2,527,206 | ||
| Operating profit | 743,724 | 225,234 | ||
| Share of results of associated companies | 50,749 | 72,921 | ||
| Profit before income tax | 794,473 | 298,155 | ||
| Income tax | (198,717) | (77,657) | ||
| Profit for the year | 595,756 | 220,498 | ||
| Attributable to: | ||||
| Equity holders of the Company | 562,606 | 199,095 | ||
| Minority interest | 33,150 | 21,403 | ||
| 595,756 | 220,498 | |||
| Earnings per share (in pence) | ||||
| Basic | 3.1 | 1.3 | ||
| Diluted | 2.8 | 1.3 |
| Note | 2008 £ |
2007 £ |
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| Non-Current Assets | ||||
| Plant and equipment | 359,339 | 249,311 | ||
| Development expenditure | 37,182 | 54,706 | ||
| Investment in a subsidiary companies | - | - | ||
| Investment in associated companies | 47,349 | 1,422,951 | ||
| Licence fee | 1,896,021 | - | ||
| Goodwill | 926,102 | 168,397 | ||
| 3,265,993 | 1,895,365 | |||
| Current Assets | ||||
| Inventories | 54,270 | - | ||
| Trade receivables | 636,603 | 493,871 | ||
| Other receivables | 218,758 | 227,570 | ||
| Prepaid education expenditure | 260,718 | 152,500 | ||
| Due from subsidiary companies | - | - | ||
| Due from associated companies | 221,866 | 126,353 | ||
| Due from related parties | 79,929 | 190,306 | ||
| Cash and cash equivalents | 1,956,335 | 369,046 | ||
| 3,428,479 | 1,559,646 | |||
| Total Assets | 6,694,472 | 3,455,011 | ||
| EQUITY AND LIABILITIES | ||||
| Non-Current Liabilities | ||||
| Financial liabilities | 82,575 | 138,226 | ||
| Deferred taxation | 27,492 | 1,679 | ||
| 110,067 | 139,905 | |||
| Current Liabilities | ||||
| Trade payables | 620,152 | 277,413 | ||
| Deferred income | 1,125,885 | 292,065 | ||
| Other payables and accruals | 708,113 | 510,708 | ||
| Due to subsidiary companies | - | - | ||
| Due to related parties | 11,707 | - | ||
| Financial liabilities | 116,794 | 114,233 | ||
| Provision for income tax | 81,515 | 31,659 | ||
| 2,664,166 | 1,226,078 | |||
| Equity attributable to equity shareholders of the Company | ||||
| Share capital | 1,800,874 | 1,541,499 | ||
| Share premium | 286,415 | 247,508 | ||
| Reserves | 1,739,824 | 246,600 | ||
| 3,827,113 | 2,035,607 | |||
| Minority interest in equity | 93,126 | 53,421 | ||
| Total equity | 3,920,239 | 2,089,028 | ||
| Total Equity and Liabilities | 6,694,472 | 3,455,011 |
| Share Capital | Share Premium | Other Reserves Share-Based Payment Reserve | Other Reserves Retained Earnings | Other Reserves Translation Reserves | Other Reserves Capital Reserves | Total of Other Reserves | Attributable To Equity Holders of The Company | Minority Interests | Total | |
| £ | £ | £ | £ | £ | £ | £ | £ | £ | £ | |
| Balance at 1 January 2007 | 1,491,604 | 242,519 | - | (242,112) | 28,997 | 170,560 | (42,555) | 1,691,568 | - | 1,691,568 |
| Issue of shares | 49,895 | 4,989 | - | - | - | - | - | 54,884 | - | 54,884 |
| Acquisition of 51% interest in a subsidiary | - | - | - | - | - | - | - | - | 32,018 | 32,018 |
| Profit for the year | - | - | - | 199,095 | - | - | 199,095 | 199,095 | 21,403 | 220,498 |
| Currency translation difference | - | - | - | - | 90,060 | - | 90,060 | 90,060 | - | 90,060 |
| Balance at 31 December 2007 | 1,541,499 | 247,508 | - | (43,017) | 119,057 | 170,560 | 246,600 | 2,035,607 | 53,421 | 2,089,028 |
| Balance at 1 January 2008 | 1,541,499 | 247,508 | - | (43,017) | 119,057 | 170,560 | 246,600 | 2,035,607 | 53,421 | 2,089,028 |
| Issue of shares | 259,375 | 38,907 | - | - | - | - | - | 298,282 | - | 298,282 |
| Ordinary shares to be issued | - | - | 109,250 | - | - | - | 109,250 | 109,250 | - | 109,250 |
| Profit for the year | - | - | - | 562,606 | - | - | 562,606 | 562,606 | 33,150 | 595,756 |
| Share options granted | - | - | 44,970 | - | - | - | 44,970 | 44,970 | - | 44,970 |
| Currency translation difference | - | - | - | - | 778,454 | - | 778,454 | 778,454 | 7,825 | 786,279 |
| Acquisition of minority interests | - | - | - | - | - | - | - | - | (1,270) | (1,270) |
| Premium paid on acquisition of minority interests | - | - | - | (2,056) | - | - | (2,056) | (2,056) | - | (2,056) |
| Balance at 31 December 2008 | 1,800,874 | 286,415 | 154,220 | 517,533 | 897,511 | 170,560 | 1,739,824 | 3,827,113 | 93,126 | 3,920,239 |
| Note | 2008 £ |
2007 £ |
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| Cash Flows from Operating Activities | ||||
| Profit before income tax | 794,473 | 298,155 | ||
| Adjustments for: | ||||
| Amortisation of deferred expenditure | 13,784 | 11,988 | ||
| Depreciation of plant and equipment | 88,703 | 42,252 | ||
| Share-based payment charge | 44,970 | - | ||
| Loss on plant and equipment | 18,065 | 52,528 | ||
| Inventory written back | - | (347) | ||
| Interest expense | 17,215 | 7,636 | ||
| Interest income | (4,979) | (1,494) | ||
| Share of results of associated companies | (50,749) | (72,921) | ||
| Operating cash flow before working capital changes | 921,482 | 337,797 | ||
| Changes in working capital: | ||||
| Receivables | (95,848) | (274,582) | ||
| Payables | 1,038,343 | 358,818 | ||
| Inventories | (44,607) | 6,283 | ||
| Related parties and associates | 26,572 | (185,567) | ||
| Net cash generated from operations | 1,845,942 | 242,749 | ||
| Cash Flows from Investing Activities | ||||
| Interest income | 4,979 | 1,494 | ||
| Dividend income received from an associated company | 29,912 | 23,237 | ||
| Purchase of plant and equipment | (117,519) | (187,389) | ||
| Purchase of licence | (1,086,248) | - | ||
| Purchase of goodwill | (52,637) | - | ||
| Development expenditure | - | (15,226) | ||
| Acquisitions of associated companies | (136,190) | - | ||
| Acquisitions of subsidiaries net of cash acquired | 1,030,177 | 45,751 | ||
| Net cash generated / (used) in investing activities | (327,526) | (132,133) | ||
| Cash Flows from Financing Activities | ||||
| Interest paid | (17,215) | (7,636) | ||
| (Repayment) / proceeds from term loan | (65,383) | 175,350 | ||
| Minority Interest | - | 32,018 | ||
| Repayment of finance lease creditor | (5,279) | (9,888) | ||
| Net cash (used in)/generated from financing activities | (87,877) | 189,844 | ||
| Effect of foreign exchange rate changed on consolidation | 397,727 | 7,344 | ||
| Net increase in cash and cash equivalents | 1,635,457 | 233,856 | ||
| Cash and cash equivalents at beginning of the year | 309,896 | 76,040 | ||
| Cash and cash equivalents at end of the year | 1,945,353 | 309,896 |
Cash and cash equivalents consist of the following:
| 2008 £ |
2007 £ |
||
| Cash and bank balances | 1,643,617 | 369,046 | |
| Fixed deposits | 312,718 | - | |
| Bank overdraft | (10,982) | (59,150) | |
| 1,945,353 | 309,896 |
1. General
AEC Education plc (the "Company") is a limited liability company incorporated in England and Wales on 8 July 2004. The Company was admitted to AIM on 10 December 2004. Its registered office is 1 Park Row, Leeds LS1 5AB and its principal place of business is in Singapore. The registration number of the Company is 5174452.
2. Significant Accounting Policies
Basis of Preparation
The consolidated financial statements of the Group and Company financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").
The financial statements have been prepared on the historical cost basis except that certain financial instruments are accounted for at fair values. The principal accounting policies are set out below.
3. Earnings Per Share
The earnings per ordinary share is based on profit attributable to shareholders amounting to £562,606 (2007: £199,095) and the weighted average number of ordinary shares in issue at the year end of 17,987,420 (2007: 15,082,357) shares.
The diluted earnings per ordinary share is based on profit attributable to shareholders amounting to £562,606 (2007: £199,095) and the weighted average number of ordinary shares in issue at the year end diluted for the effect of share options in existence at the year end 20,017,420 (2007: 15,082,357) shares.4. Licence fee
| Group | |||
| 2008 £ |
2007 £ |
||
| Cost | |||
| At beginning of the year | - | - | |
| Additions | 1,678,876 | - | |
| Currency alignment | 217,145 | - | |
| At end of the year | 1,896,021 | - | |
| Net Book Value | |||
| At end of year | 1,896,021 | - | |
On 8 January 2008, in connection with the disposal of the entire equity interest by Educational Development International plc ("EDI") in Educational Resources Pte Ltd ("ER"), ER entered into a new agency agreement with EDI for the right to continue to act as agent to sell and market LCCI International Qualification. Under the new agreement, ER is required to pay an additional sum of £450,000 in return for right to use and market the LCCI International Qualification for an indefinite duration subject to certain termination clauses and conditions. In accordance with the terms of the new agreement with EDI, the directors are of the opinion that ER has acquired an indefinite right to use of the licence. Accordingly licence fee is shown at cost less any impairment.
5. Goodwill
| Group | ||||
| 2008 £ |
2007 £ |
|||
| Cost | ||||
| Balance as at beginning of the year | 168,397 | 117,855 | ||
| Transfer of goodwill on associate becoming a subsidiary | 1,001,446 | - | ||
| (Negative goodwill)/ goodwill arising on acquisition of subsidiary | (780,674) | 44,279 | ||
| Existing goodwill in acquired subsidiary | 32,003 | - | ||
| Goodwill arising on deferred consideration payable | 35,867 | - | ||
| Currency alignment | 469,063 | 6,263 | ||
| Balance as at end of the year | 926,102 | 168,397 | ||
6. Share Capital
| Group and Company | ||||
| 2008 £ |
2007 £ |
|||
| Authorised | ||||
| 50,000,000 ordinary shares of 10p each | 5,000,000 | 5,000,000 | ||
| Allotted, called up and fully paid | ||||
| At beginning of the year | ||||
| - 15,414,988 (2007: 14,916,042) ordinary shares of 10p each | 1,541,499 | 1,491,604 | ||
| Issued during the year | ||||
| - 2,593,750 ordinary shares of 10p each issued at 11p each for the acquisition of 65.04% share capital of Educational Resources Pte Ltd | 259,375 | - | ||
| - 498,946 ordinary shares of 10p each issued at 11p each for the acquisition of 51% share capital of AASM School of Management Pte Ltd | - | 49,895 | ||
| At end of the year | ||||
| - 18,008,738 (2007: 15,414,988) ordinary shares of 10p each | 1,800,874 | 1,541,499 | ||
7. Subsequent events
On 27 February 2009, the Company announced a proposed placing of 20,000,000 ordinary shares at 12p per share. The net proceeds from the placing, together with other sources of finance will be used to finance potential acquisition opportunities.
On 17 March 2009, the Company issued 8,754,964 ordinary 10p shares at 12p per share by means of a share placement raising a total of £1,050,596. The purpose of this share placement is to finance potential acquisition opportunities.
As part of the share placement, 262,649 share warrants were granted to the Nominated Advisors WH Ireland. The exercise period is 3 years from the placement date and the warrants are exercisable at 12p per share.
7. Subsequent events (continued)
On 24 March 2009, the Company issued 28,441 ordinary shares of 10p per share as consideration for the acquisition by the Company of the outstanding balance of 7,500 shares in BrainBox Limited ("BrainBox"). This represented 5% of BrainBox's issued share capital not already held by the Company and its wholly owned subsidiary. BrainBox is now wholly owned by the Group.
On 6 April 2009 and 22 April 2009, the Company issued additional 900,000 ordinary shares and 500,000 ordinary shares of 10p each at 12p per share respectively pursuant to the proposed placing announced on 27 February 2009 raising additional £168,000.
8. Availability of the Annual Report
The Annual Report will be dispatched to shareholders around 19 June 2009. Copies will be available from the Company's website, www.aeceducationplc.co.uk.