Arrowpoint Technologies Plc
LSE : ARWP

October 28, 2009 03:00 ET

Admission to PLUS and Audited Results for the year ended 31 March 2009

28 October 2009
IM00B3VBZX00

                                          Arrowpoint Technologies Plc

                                        ("Arrowpoint" or "the Company")
                                                       
                                 Admission to PLUS and commencement of trading

                               Audited results for the year ended 31 March 2009
                                                       
                                                       
Arrowpoint  Technologies  Plc,  a  leading pensions and retirement benefits administration  software  provider,
announces  its audited results for the year ended 31 March 2009. The Company's shares have today been  admitted
to  trading on the PLUS-quoted market (PLUS) with a market capitalisation of £26.04 million. The trading symbol
is "ARWP ".
                                                       
Financial Highlights

    *       Revenues increased 68% to $15.16m (2008: $9.03m), driven by new customer wins and ongoing demand for
            Arrowpoint's pensions and post retirement solutions
    *       EBITDA  increased 105% to $1.98m (2008: $0.97m), reflecting the benefits of the Company's low cost
            offshore product development and customer support centres in India
    *       Operating Profit increased to $0.53m (2008: $0.44m)
    *       Loss per share of $0.31
    *       Today admitted to PLUS, raising approximately £120,000

Operating Highlights
    *       Won  three  new  clients:  these  clients  were from the  financial  services,  manufacturing  and
            transportation sectors
    *       Signed one of the world's largest perfume manufacturing companies as the first customer for the
            Company's outsourcing and support services based in Chennai, India
    *       Appointed Peter D'Amato to the board as Finance Director and Graham Cole as a non-executive director

Santanu  Nandy, Group Managing Director, said: "We are delighted that the Company has been admitted to PLUS,
following a very successful year of growth in revenues and operating profits. We have now established the
building blocks for long term success and already have a leading position in the US pension software industry.
By combining our US domain knowledge with Indian offshore skills, the Company is positioned for long term
growth and looks to the future with confidence."


Enquiries:

                                                                       
Arrowpoint Technologies Plc                                                    
Santanu Nandy, Group Managing Director                                                      +91 22 2598 5900
Ritu Modi, Group Public Relations

                                                                       
St Helens Capital Partners LLP                                                   
Mark Anwyl or Duncan Vasey                                                                +44 (0)20 7368 6959
                                                                                                            
Corfin Communications                                                                                       
Neil Thapar, Harry Chathli, Alexis Gore                                                   +44(0)20 7977 0020
                                                                                                            

The Directors of Arrowpoint Technologies Plc are delighted to announce that trading in the Company's  Ordinary
Shares has commenced today on the PLUS-quoted market.

Type of Issue:                                                   Offer for Subscription

Number of Ordinary Shares in issue:                              200,330,950

Expected Start Price:                                            13 pence per share

Par Value:                                                       1 pence each

Market Capitalisation on Admission:                              GBP26.04 million

Sector classification:                                           Software and Computer Services

Stock Symbol:                                                    ARWP

Corporate Adviser:                                               St Helens Capital Partners LLP

The Offer for Subscription

The  Company  raised gross proceeds of £120,250 in the Offer for Subscription through the issue of 925,000  New
Ordinary  Shares  at  13p per New Ordinary Share. The proceeds of the Offer for Subscription  will  be  applied
towards costs associated with Admission.

The  New  Ordinary Shares are fully paid and rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and distributions.

Introduction
        
Arrowpoint  is  a  holding company which, through its subsidiary companies based in the USA and  India,  offers
information  technology  services, products and solutions to the retirement and  financial  services  industry,
primarily in the USA.

The  Company  operates  primarily  in the USA and India and has developed IT products  for  the  US  retirement
industry where it has a leading position in the provision of Defined Benefit (DB) solutions; its operations are
supported by senior actuaries, software architects and developers in the United States and in India.

The  Company's  various products and solutions have been in use for over 30 years.  Its clients  include  major
Fortune  500 retirement services companies and their subsidiaries such as Mass Mutual, Principal Financial  and
Union Bank of California.  It is also a service provider to The Pension Benefit Guarantee Corporation (PBGC) of
the  USA. PBGC is the central federal body in the USA for the protection of workers' pensions. The Company also
provides  offshore actuarial and data conversion services from its Development and Support Centre  in  Chennai,
India.  In  addition,  the  Company operates an off shore Product Development Support Centre  which  undertakes
product development and 24/7 critical support for customers such as Coty Inc and AST Equity of the USA.
In the twelve months ended 31 March 2009, the Company reported an operating profit of US$526,000 on revenues of
US$15.16 million. These results are set out in below.

The Company's Products and Services
        
The Company has three principal operating divisions:

    *       Lynchval Systems Worldwide, Inc. ("Lynchval ")-retirement industry products and solutions  (USA);
    *       Arrowpoint Technologies Private Ltd ("ATPL") (India) -offshore services; and
    *       KeyTech Inc ("KeyTech") (USA) -consulting and integration services.
        
Lynchval Systems Worldwide, Inc.

Overview

Lynchval  is a Defined Benefit pension plan software and services provider in the USA, with 25 years experience
in  the  industry. Lynchval was acquired by ATI in September 2007 and is now a wholly owned subsidiary of  ATI.
Lynchval  is  headquartered  in Chantilly, Virginia (a suburb of Washington, D.C.)  and  also  has  offices  in
downtown Washington, D.C., Plano, Texas (a suburb of Dallas), and Chennai, India.

Since  1982,  Lynchval  has  been  providing  innovative solutions for  the  retirement  industry  through  the
development  of  creative software tools and packages. The company still leases these packages to  clients  and
offers them integrated actuarial knowledge and systems expertise in software development.

Since  commencing operations, Lynchval has designed and developed an entire product portfolio that it  provides
to  clients in the retirement sector. DB products include a valuation system; an asset and liability projection
modelling system; an administration system; and a pension accounting system. The company also provides products
for  the  Defined  Contribution ("DC") and the Other Post Employment Benefits ("OPEB") sectors.  Lynchval  also
provides  a  diversity  of  complementary supportive consulting services,  including  actuarial  and  technical
consulting.

Lynchval  employs highly qualified and experienced actuaries and technologists in order to support  its  global
product and consulting base. Three of its staff members hold doctorates; one is a Doctor of Economics,  one  an
Actuarial Fellow, and one is a Certified Public Accountant. Other staff members include two attorneys,  one  of
whom is a pension (ERISA) attorney, as well as a certified actuary.

Lynchval  has expanded its product and service offerings to two new areas. The first is the provision of  legal
structuring,  financial analysis/support and actuarial projections/services for political  sub-divisions  (e.g.
States,  Counties and Municipalities) and for-profit corporations with under-funded health care and/or  pension
plans. The second is technical integration services, where Lynchval assists a client with its ERP and EAI needs
on a global 24/7 basis.

Lynchval  has  already  moved  some of its back office operations to Chennai,  thereby  reducing  its  cost  of
operations and will over the coming months move the remainder of its back office operations to ATPL in Chennai.

Lynchval's clients include the PBGC; Amtrak; Bridgestone; Firestone; DuPont; Coty; New York City Agencies;  and
some of the largest and most prestigious insurance companies and banks in the United States.

Strategy

Lynchval's  growth  strategy  includes the introduction of new product offerings  and  additional  features  in
existing  products  to  increase product revenue provision. Most importantly,  however,  the  Company  has  now
developed  a  product in the USA called the Unique Solution® from Lynchval, which represents an important  step
forward in the administration of OPEB plans.

GASB  (Governmental Accounting Standards Board) Statements 43 and 45 require government employers to  recognise
the  cost  of an employee's post-employment benefits during that employee's period of employment and to  report
any  shortfall  as a liability in their financial statements.   Significant unfunded liabilities  arising  from
these  GASB  Statements could have a serious effect on an employer by impacting its credit rating  and  thereby
increasing its cost of borrowing.

The  Unique  Solution®  from Lynchval overcomes shortfalls inherent in the current funding  schemes  by  giving
government employers the ability to pre-fund post-retirement medical coverage using a special purpose  "Section
115" trust.

By segregating post-retirement costs into a Section 115 trust, government employers can apply a higher discount
rate  to  those costs than would normally be permissible under GASB 43 and 45, thereby lowering the  accounting
expense  that the employer must report for the post-retirement liability. Accordingly, the primary  benefit  of
establishing  such a trust is that GASB 43 and 45 allow the employer to invest assets long term  (typically  30
years)  to earn a rate of return higher than the return on general operating funds. Under the Unique Solution®,
the  proceeds of an OPEB bond issued by a government employer are therefore used not only to fund  the  current
expenses but also to pre-fund the redemption of the bond itself through the existing Annual Recurring Cost,  as
the issuer anticipates that the investment yield from the bond assets will exceed the interest paid to the bond
holders.

Based on this method, the Section 115 trust is able to receive an amount equal to the principal of the bonds at
the time of its maturity.

The  Directors  believe  that the Unique Solution® is the most economically efficient way  to  administer  OPEB
liabilities and that its benefits are four fold:

    1.      it creates a positive benefit for the employees via their plan;
        
    2.      it addresses the possible short falls of the program being underfunded;
        
    3.      it provides additional funding necessary for the employer to meet its commitments; and
        
    4.      it provides benefits to the employer after the trust terms are met.
    
    
A recent estimate of OPEB liability which government employers in the United States may be obliged to meet puts
that  liability at US$1.8tn. The Directors believe that this represents a very significant opportunity for  the
application  of  the Lynchval Unique Solution® and that Lynchval is well positioned to penetrate  that  market.
Typical  administration contacts awarded in this area are expected to last approximately 30 years (the duration
of  the  associated bond) and to generate a fixed annual income over that period. Lynchval is currently in  the
final  stages  of negotiating its first contract for its Unique Solution®, which if successful,  would  provide
Lynchval  with  revenue  of approximately $3.0 million per annum for approximately  30  years.   The  Directors
believe that the Unique Solution® from Lynchval is the first product in this market and are therefore extremely
confident about its prospects.



The  patent  in relation to the Unique Solution® is currently registered in the name of Lawrence Bell,  who  is
Lynchval's  Principal.  The  terms of the necessary and relevant contractual  arrangements  to,  amongst  other
things,  vest the legal title in the patent in the name of Lynchval, are currently being negotiated between  Mr
Bell  and  Lynchval. The Directors are confident that these arrangements will be settled and  entered  into  in
relatively short order following Admission.

Arrowpoint Technologies Private Ltd

Overview

ATPL  is  a software solutions company with its headquarters in Chennai, India, where it operates a development
centre  that  also provides support systems, including pension plan conversions. In addition, ATPL  operates  a
24/7  product  support centre for large clients and a product development and production support  practice  for
clients with outsourced product development needs. ATPL was incorporated in 2003.

The  company  was  founded  by  Chokanath R Chandrasekhar and his wife Radhika  Chandrasekhar,  with  the  main
objective  of  providing services to organisations in the Banking and Financial Services  sector  with  special
emphasis  on  the  401(k) retirement plan in the USA. ATPL was taken over in December  2005  by  the  company's
current management team.

Customers of the company have included Sigma Technologies Inc, 401(k) Exchange Inc, Johnson & Johnson  Services
Inc  and  AST  Equity  Options  Inc.  ATPL's primary strengths include product development  in  Java  and  .NET
platforms in the retirement and employee benefit areas.

KeyTech

Overview

What began as RJS Contract Staffing, founded in 1987 to satisfy the many temporary staffing needs of clients in
the  Greater Hartford area, has now become KeyTech, one of the premier staffing providers in Connecticut.   RJS
Contract  Staffing specialised in contract and direct hire placement of personnel in the fields of engineering,
healthcare and information technology.

In  May 2001 the company's name was changed to KeyTech. With over two decades of staffing experience in several
targeted industries, KeyTech enhanced its capabilities by joining forces with InfoTec and IT Partners.  InfoTec
is  a  direct  placement IS/IT firm, and was founded in 1999 by Ron Divinere while IT Partners is a  consulting
IS/IT  firm,  founded in 1999 by Steve and Dan Massucci. Not only did these two businesses allow  for  expanded
service, but with Dan as Chief Financial Officer came the benefits of an in-house CPA.

With  this merger and strategic alliance partnership, KeyTech significantly increased its value to clients,  by
procuring   and   placing   professionals  in  several  fields,  including   accounting/finance,   engineering/
manufacturing, information systems/information technology, software development/engineering and human resources
and  greatly  expanded  its  resources and client base. KeyTech also provides technical  integration  services,
assisting clients with the ERP and EAI needs of their customers.

KeyTech  operates  as  a division of Arrowpoint Technologies, Inc delivering its solutions  to  the  insurance,
financial services and healthcare sectors.

The Company's Customers
        
Arrowpoint's ten largest clients in the nine month period ended 31 December 2008 were as follows:

Customer                                                 Percentage of Total Revenue

CIGNA                                                           18.89
Mass Mutual                                                     14.30
Pension Benefit Guarantee Corporation                           11.45
Principal Financial Group                                        9.74
ING                                                              1.92
DRS - PLT                                                        3.17
AST                                                              3.01
Schwab Retirement Plan                                           1.03
Phoenix Life Insurance                                           1.71
Coty Inc                                                         1.92

The top ten customers accounted for approximately 67% of the Company's total sales in that period.

Future Growth and Strategy

The  Company  has  already  carved a niche for itself as a leading software solution provider  to  the  pension
industry in the USA.  Apart from its software solutions, the Company also provides services such as integration
consulting  and  cost-effective  offshore development to its clientele.  In order  to  augment  its  leadership
position, the Company intends to further strengthen its offerings in these areas.

Arrowpoint has identified the following areas of future development:

    *       additional DB products and services and further opportunities in hybrid plans;
    *       the need to develop and to strengthen solutions in DB and OPEB;
    *       the need to augment offshore infrastructure; and
    *       the need to develop consulting expertise in the insurance and pension industry.

In  order to develop expertise in the above mentioned areas, the Company plans to invest in these areas through
organic expansion.  In the next 18 months the Company plans to dramatically increase its areas of expertise and
depth in the fields of pension products (especially Defined Contribution, Employee Stock Option Management  and
record  keeping), integration and consulting based in the USA.  It also plans to augment its offshore  delivery
infrastructure based in India in order to enable a large scale product development capability. As  stated,  the
Directors  are particularly optimistic about the Company's prospects in the OPEB sector following the  proposed
roll out of the Unique Solution® by Lynchval.
Reasons for Admission
The  Directors believe that the principal benefits to the Company of Admission will be the ability to  heighten
the Company's profile whilst also increasing the potential to broaden the Company's investor base.

The Directors believe the other benefits of Admission include:

        *       the ability to enter into negotiations with potential vendors of businesses or companies, to whom
                the issue of publicly traded shares as consideration is potentially attractive;

        *       the increased potential to raise further funds in the future, to finance acquisitions and/or to
                provide additional working capital or development capital for the Company;  and

        *       the increased potential to attract high quality directors and employees by offering share 
                options. The Directors believe that the ability to grant options over PLUS-quoted shares
                is potentially more attractive to directors and employees than the grant of options over
                unquoted shares.

Directors

On Admission, the Board will comprise four Directors, brief details of whom are summarised below.

Nirmal Kedia - Non-Executive Chairman
Nirmal  was born in Mumbai, India, and started his career in 1987 at Nitin Castings Limited and has  become  an
experienced  and proven businessman. He is a director of Kirti Investments Ltd, Prescon Builders  Pvt  Ltd  and
Turnkey  Software People India Pvt Limited ("Turnkey"). He is a professionally qualified graduate  in  commerce
from Mumbai University.

Santanu Nandy - Group Managing Director
Mr.  Nandy was born in Cuttack, India, and was educated at the University of Mysore earning his bachelor degree
in  Electronics  and  Communication Engineering (first class) in 1990. Mr. Nandy has  approximately  19  years'
experience  in  managing  large  global  scale businesses. As a director  of  Novasoft  Information  Technology
(Europe),  he  led one of the largest ERP/SAP operations in the United Kingdom. As vice president  of  Reliance
Infocomm  ("Reliance"),  a  Fortune 500 group company, he helped build one of the  largest  greenfield  telecom
projects. Prior to his time at Reliance, he was with Global Telesystems as a vice president.

Peter D'Amato - Financial Controller
Mr.  D'Amato's  responsibilities encompass the financial management and operational oversight of  the  Company.
With  over  30  years of experience in the information technology as well as electronic and general  publishing
industries,  he  brings  to the Company hands on experience in financial management, business  devolvement  and
strategic  planning.  Mr  D'Amato  has  a background in consumer products  and  has  worked  for  a  number  of
international  companies  including  Reuters,  RJR Nabisco and  PriceWaterhouseCoopers.  He  has  a  degree  in
accounting from St. Francis College and an MBA from Fairleigh Dickinson University. He is a CPA in the State of
New York and is a member of the American Institute of Certified Public Accounts.
Graham Cole FCA, FSI - Non-Executive Director
Graham is a chartered accountant, formerly a partner in Deloitte, Haskins & Sells. He was a founder partner  of
that  firm's  corporate  finance division and the firm's European flotation partner.  He  continued  this  role
following that firm's merger with Coopers & Lybrand. He joined Beeson Gregory Limited (now Evolution Securities
Limited)  in 1995 as a director where he advised domestic and international companies, both public and private,
on  their  strategies for growth and capital raising. Graham is a co-founder and past executive member  of  the
Quoted  Companies Alliance.  He is chairman of Stagecoach Theatre Arts plc, a non-executive director of  Ashton
Penney Plc and a non-executive director of Vantis Plc.

Additional information on the Board

In  addition  to their directorship of the Company, the Directors hold or have held the following directorships
or  have  been  partners  in  the  following partnerships within the five years  prior  to  the  date  of  this
announcement:

Director                Current Directorships/ Partnerships             Past Directorships
                                                                        
                                                                        
Santanu Nandy           Arrowpoint Technologies Pvt Limited             Novasoft Information Technology
                        Turnkey Software People India Pvt Limited       Limited
                                                                        
Peter D'Amato           None                                            None

Nirmal Kedia            Kirti Investments Limited                       Nitin Alloys Global Limited
                        Prescon Builders Pvt Ltd                        Nitin Castings Limited
                        Turnkey Software People India Pvt Limited  
     
Graham Cole             Ashton Penney Holdings Plc                      Aproxis Plc
                        Ashton Penney Partnership Limited               Lawnpaper Limited
                        Ideal Shopping Direct Plc                       Meldex International Plc
                        Pharmasmart Limited                             NBCC Plc
                        Recruitment Investment Group Limited            Resource Insurance Group Plc
                        Rig Franchising Limited                         Vantis Corporate Finance Limited
                        Stagecoach Theatre Arts Plc                     
                        Thalassa Holdings Limited (Cayman Islands)
                        Vantis Plc

Graham  Cole  is a director of Ashton Penney Partnership Limited, in respect of which a winding  up  order  was
issued on 28 May 2009 following the compulsory liquidation procedure.

Directors' and other interests

The  interests of the Directors,  persons connected with them and persons with an interest of 3% or more in the
issued share capital of the Company as at the date at Admission are as follows:

Name                                  Number of issued Ordinary         % of Enlarged Ordinary
                                                Shares                      Share Capital
Nirmal Kedia                                    3,000,000                         1.5
Santanu Nandy                                  14,986,638                         7.5
Peter D'Amato                                     -                               -
Graham Cole                                       -                               -
Turnkey                                       143,750,373                        71.75
Richard Feller                                 24,342,746                        12.2

Mr  Kedia  and  Mr Nandy are also interested in the 143,750,373 Ordinary Shares held by Turnkey, a  company  in
which  Mr  Kedia holds a 74% interest (through Kirti Investments, a company wholly owned by him) and  Mr  Nandy
holds a 26% interest.

Neither  Mr D'Amato nor Mr Cole nor persons connected with them have any interests in Ordinary Shares;  neither
will either have any such interests at Admission.

As  at  31 March 2009, the Group had loans payable to its ultimate parent company, Turnkey, of which a facility
of  US$2,596,365  has been made available to the Company and has been fully drawn down.  The loan  is  interest
free, unsecured and without a fixed repayment term. Subject to certain conditions, this loan is convertible, at
Turnkey's option, into Ordinary Shares at a rate of 8p per share.

None of the Directors, nor Turnkey, will be subscribing for New Ordinary Shares under the Offer.

Supplementary Admission Document

A  Supplementary  Admission Document has been issued today setting out certain events that occurred  since  the
issue of the Company's Admission Document on 6 August 2009.


Audited Results for the Year Ended 31 March 2009

The text of the Company's announcement of audited results for the year ended 31 March 2009 is set out below:

Chairman's Statement

I  am pleased to announce that Arrowpoint achieved strong growth in revenues and operating profits for the year
ended 31 March 2009. These are the first results to be reported by Arrowpoint as a listed company with dealings
in its shares on London's PLUS market commencing today.

The  flotation  is  a  major  landmark in Arrowpoint's development and follows an extraordinary  year  for  the
Company.  The  results  highlight  the  success of our strategy to leverage  growth  by  coupling  Arrowpoint's
leadership  position in the US pension software and consulting services sector with a proven  offshore  product
innovation and service delivery capability based in India.

Revenues  grew by about 68% to $15.16 million while EBIDTA rose by 104% to $1.98 million. As of  last  year  we
also started amortising our cost of acquisitions through goodwill amortisation over the next 20 years.

These results were achieved against a backdrop of a global financial crisis and are a testament to Arrowpoint's
robust business model and the strength of its long-standing customer relationships. Our blue chip corporate and
third party pensions administration clients include fortune 500 insurance companies, federal entities and  many
sovereign countries. This meant that Arrowpoint, being a specialised IT solutions and products company  in  the
retirement and employee benefit industry, did not see a severe impact on its growth.

This  was  also  our  first  full year of operations as a consolidated entity, following  the  acquisitions  of
Lynchval  Systems Worldwide and KeyTech in the US and Arrowpoint Technologies Private Ltd in  India.  While  we
have consolidated and optimised many processes, the integration is expected to continue over the next 24 months
and will produce further efficiency and cost savings.

Our  business model has proved its versatility in these tough times. Our client base continues to grow and over
the year we added three very important clients, without suffering any significant client attrition in the year.
We  continue  to innovate and have launched a specialised Knowledge Process Outsourcing Service for  retirement
plan  conversions  out  of our offshore centre in Chennai, India. We have also started  a  business  continuity
support services for large enterprises.

In  order  to  plan  for  long term growth, increase our corporate profile and ensure  value  creation  of  our
shareholders, during the year the Board also decided to seek a listing on a recognised public stock exchange in
a  major financial market through an Initial Public Offering. It is our belief that a public listing will bring
added recognition of Arrowpoint among our shareholders, customers, vendors and the investment community.

Having  analysed the various stock exchanges we opted for the PLUS market in London which provided  competitive
listing  costs,  transparent listing rules and a strong regulatory framework. Your board of directors  believes
that a listing on the PLUS Market Exchange was the right option for a company of our size.

Your Board also recommended the appointment of Graham Cole as a non-executive independent director.  Mr Cole is
a  respected figure in London's financial community and brings extensive experience as a non executive director
of  publicly listed companies. He is also a former partner of Deloitte, Haskins and Sells and a former director
of  Beeson  Gregory  (now  Evolution  Securities), a prominent London  stock  broking  firm.  Your  board  also
recommended the appointment of Mr. Peter D'Amato as the Finance Director. Mr. D'Amato is a US Certified  Public
Accountant  and comes with a wealth of experience having worked in various capacities in Accounts, Finance  and
Audit  of  organisations such as PriceWaterhouse Coopers, Reuters and RJR Nabisco. Mr. D'Amato is  our  Finance
Director  based  out  of New York, USA. On behalf of all shareholders and the Board, I  welcome  them  both  to
Arrowpoint.

Operating Review

Group revenues increased by 68% to $15.16m driven by the Company's strong position in the US pensions and  post
retirement benefits software and support services market.
EBITDA  increased by 105% to $1.98M as the Company reaped the benefits of its low-cost product development  and
support  services base in India. This enabled the Company to contain costs, leading to a significant  boost  to
profit margins.
The  growth was attributable to major new customer wins as well as increasing demand from existing clients. The
new customers are from diverse sectors like financial services, manufacturing, railways etc.

During the year Arrowpoint also started a new line of business in Integration Services. It is a platform  based
service providing System Integration to clients with large and diversified IT platforms.

Outlook

Current trading is in line with management expectations and revenues to date are ahead of the same period  last
year. The pipeline of new business also remains encouraging.

The Directors do not recommend the payment of a dividend for this period.

Nirmal B Kedia
Chairman

ARROWPOINT TECHNOLOGIES PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2009


                                                                                                    Incorporation to
                                                                                      Pro forma        31 March 2008
                                                                       2009                2008
Continuing operations                                                 $'000               $'000                $'000
                                                                                                    
INCOME                                                               15,163               9,030               5,644
                                                                                                                    
Other income                                                             37                   2                   1
Administrative  expenses  before  depreciation  and                 (13,219)             (8,064)                     
amortisation                                                                                                 (5,041)
Earnings  before  interest, tax,  depreciation  and                   1,981                 968                 604
amortisation                                                                                                                                                                                                                         
                                                                                                                    
Depreciation                                                          (491)                (12)                  (7)
Amortisation                                                          (964)               (518)                (501)
                                                                                                                    
OPERATING PROFIT                                                       526                 438                   96
                                                                                                                    
Interest receivable and similar income                                    -                 16                  10
Interest payable and similar charges                                  (703)               (304)                (190)
                                                                      (177)                150                  (74)   
(LOSS)/ PROFIT BEFORE TAX                                                                                       
Tax on (loss)/profit on ordinary activities                              68                (54)                 (34)
                                                                                                                    
                                                                                                                    
(LOSS)/ PROFIT ON ORDINARY                                            (109)                  96                (108)    
ACTIVITIES AFTER TAX                                                                                           
                                                                                                                    
                                                                                                                    
(Loss)/ earnings per ordinary share ($)                                                                             
Basic                                                               ($0.31)             $96,000           ($108,000)
Diluted                                                             ($0.31)             $96,000           ($108,000)
                                                                                                                    


There  is no material difference between the result as disclosed above in the profit and loss account  and  the
result on an unmodified historical cost basis.

ARROWPOINT TECHNOLOGIES PLC
COMPANY PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2009


                                                                                         
                                                                                         
                                                                  2009                    2008
Continuing operations                                            $'000                   $'000
                                                                                         
INCOME                                                               -                       -
                                                                                         
Cost of sales                                                        -                       -
GROSS PROFIT                                                         -                       -
                                                                                         
Administrative expenses                                            (33)                    (16)
                                                                                         
OPERATING LOSS                                                     (33)                    (16)
                                                                                         
Interest receivable and similar income                               -                       7
Interest payable and similar charges                               (89)                      -
LOSS BEFORE TAX                                                   (122)                     (9)
Tax on loss on ordinary activities                                   -                       -
                                                                                         
LOSS ON ORDINARY                                                  (122)                     (9)
ACTIVITIES AFTER TAX
                                                                                         
                                                                                         




ARROWPOINT TECHNOLOGIES PLC
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2009

                                                                                                               
                                                                                        2009               2008
                                                                                       $'000              $'000
Fixed assets                                                                                                   
Intangible assets                                                                     18,019             16,972
Tangible assets                                                                          319                211
                                                                                      18,338             17,183
Current assets                                                                                                 
Stock                                                                                      -                 79
Debtors                                                                                2,046              2,468
Cash at bank and in hand                                                                 337                776
                                                                                       2,383              3,323
Creditors: amounts falling due within one year                                                         
Trade and other payables                                                                (457)              (464)
Deferred consideration                                                                (8,000)            (3,500)
Bank loan                                                                             (1,539)                 -
Bank overdraft                                                                          (185)              (260)
Other payables                                                                          (129)              (356)
Accruals and deferred income                                                            (729)              (454)
                                                                                     (11,039)            (5,034)
                                                                                                                
Net current liabilities                                                               (8,656)            (1,711)
                                                                                                               
Creditors: amounts failing due after more than one year                                                        
Bank loans                                                                            (4,261)            (5,800)
Amounts owed to ultimate parent company                                               (2,596)            (3,380)
Deferred consideration                                                                (1,000)            (6,000)
                                                                                      (7,857)           (15,180)
                                                                                       1,825                292
NET ASSETS
                                                                                                               
Called up share capital                                                                   -                   -
Shares to be issued                                                                    2,107                473
Merger reserve                                                                          (275)              (275)
Profit and loss reserve                                                                   (7)                94
                                                                                                               
EQUITY AND RESERVES                                                                    1,825                292
                                                                                                       

ARROWPOINT TECHNOLOGIES PLC
COMPANY BALANCE SHEET
AS AT 31 MARCH 2009

                                                                                                               
                                                                                      2009                 2008
                                                                                     $'000                $'000
Fixed assets                                                                                                   
Investments                                                                            278                  278
Debtors: amounts owed after more than one year                                       4,796                3,140
                                                                                     5,074                3,418
Current assets                                                                                                 
Cash at bank and in hand                                                                 8                   16
                                                                                         8                   16
Creditors: amounts falling due within one year                                                         
Creditors                                                                             (94)                 (67)
                                                                                                               
Net current liabilities                                                               (86)                 (51)
                                                                                                               
Creditors: amounts falling due after more than one year                            (3,012)              (2,903)
                                                                                                               
                                                                                                               
NET ASSETS                                                                           1,976                  464
Called up share capital                                                                  -                   -
Shares to be issued                                                                  2,107                  473
Profit and loss reserve                                                              (131)                  (9)
                                                                                                               
EQUITY AND RESERVES                                                                  1,976                  464
                                                                                                       

The  above  results are an extract from the full financial statements. A full version of these figures  can  be
found on the Report and Accounts section of the Company on the PLUS website."

RISK FACTORS
                                                       
The attention of potential shareholders is drawn to the fact that ownership of shares in the Company involves a
variety of risks. Shareholders should be aware of the risks associated with an investment in a business in  the
relatively  early stages of its development.  All potential shareholders should carefully consider  the  entire
contents  of the Admission Document including, but not limited to, the factors described below before  deciding
whether  or  not to invest in the Company. The information below does not purport to be an exhaustive  list  or
summary  of  the  risks  affecting  the  Company and is not set  out  in  any  particular  order  of  priority.
Shareholders should carefully consider these risks before making a decision to invest in the Company. If any of
the  events  described  in  the  following risks actually occur, the Company's business,  financial  condition,
results  or future operations could be adversely affected.  In such a case, the price of the Company's Ordinary
Shares  could  decline  and  investors  may  lose  all or part  of  their  investment.   Additional  risks  and
uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may  also
have an adverse effect upon the Company.

(i)     the  Company's  future success will depend, among other things, on its Directors and senior  management
        team and their continuing contributions.  The recruitment of suitable skilled employees and retention of their
        services or the services of any future management team cannot be guaranteed;

(ii)    the  Directors consider that the Company and its members have taken appropriate measures to protect its
        interests in its intellectual property, but there can be no assurance that those measures will prove to be
        sufficient adequately or fully to protect those interests if a challenge to the same were to be forthcoming
        from a third party.  If a successful challenge were established to some or all of the Company's intellectual
        property then this would be disruptive to the operations of the Company and may result in a material adverse
        financial effect on the Company;

(iii)   the  Ordinary Shares are not listed or traded on any stock exchange.  Notwithstanding the fact that  an
        application has been made for the Ordinary Shares to be admitted to trading through the PLUS-quoted Market this
        should not be taken as implying that there will be a 'liquid' market in the Ordinary Shares.  An investment in
        the Ordinary Shares may thus be difficult to realise.  The value of the Ordinary Shares may go down as well as
        up.  Investors may therefore realise less than their original investment, or sustain a total loss of their
        investment;

(iv)    the  market  price  of the Ordinary Shares may not reflect the underlying value of  the  Company's  net
        assets or operations;

(v)     there  is  no certainty that the Company will generate sufficient after tax profits to be able lawfully
        to pay a dividend;

(vi)    continued membership of PLUS is entirely at the discretion of PLUS Markets;

(vii)   PLUS  is not AIM or the Official List.  Consequently, it may be more difficult for an investor to  sell
        his or her Ordinary Shares and he or she may receive less than the amount paid;

(viii)  the  share prices of public companies are often subject to significant fluctuations. In particular, the
        market for shares in smaller public companies is less liquid than for larger public companies.  Consequently,
        the Company's share price may be subject to greater fluctuations and the Ordinary Shares may be difficult to
        sell;

(ix)    it  is  possible that the Company will need to raise further funds in the future, either to complete  a
        proposed acquisition or to raise further working or development capital. There is no guarantee that the then
        prevailing market conditions will allow for such a fundraising or that investors will be prepared to subscribe
        for Ordinary Shares. Shareholders may be materially diluted by any further issue of Ordinary Shares by the
        Company;

(x)     the  Ordinary Shares are intended for capital growth and therefore may not be suitable as a  short-term
        investment. Investors may therefore not realise their original investment at all, or within the time-frame they
        had originally anticipated;

(xi)    the  Company is incorporated in the Isle of Man and is subject to taxation on its income at a  rate  of
        zero per cent in this jurisdiction. The Directors intend that the Company maintain this status. Should any tax
        authority challenge this status, the Directors intend to defend the Company's tax position. However, should
        that status be challenged successfully at any time, the Company's profits and/or capital gains may be subject
        to taxation at a higher rate than is payable under its current status;

(xii)   the  Company has loans totalling $6.8 million from EXIM Bank and the success of the Company will depend
        on its ability to properly service its obligations under these facilities (as described in the Admission
        Document);
        
(xiii)  as  referred  to  in the Admission Document in relation to Lynchval, that company is  negotiating  with
        Lawrence Bell to have certain interests in intellectual property transferred to it. There can be no assurance
        that  an  agreement will be reached between the parties in relation to the arrangement. If the relevant
        intellectual property is not transferred to Lynchval then it is possible that Lynchval's business may not be
        able to be conducted as is currently the case and as is envisaged and this may have a material adverse effect
        on its financial position. If an agreement is reached then it may involve financial or other consideration
        having to be paid by Lynchval to Mr Bell, the quantum of which may be material;
        
(xiv)   as  a  result of the current uncertainty in the worldwide economic climate, capital markets,  economies
        and investment strategies are subject to considerable uncertainties.  The risks which face the worldwide
        pensions industry may include circumstances and certain risks which are not foreseeable and which are without
        precedent.  The markets in which the Company operates, and the markets in which the Company's clients operate,
        are or may be affected by national and worldwide factors that are beyond the control of the Company and/or its
        clients.  The uncertainty in and any worsening of economic and/or market conditions in the countries and/or the
        sector in which the Company operates might result in a decrease in the demand for some or all of the Company's
        services which in turn may have a material adverse effect on the business, financial condition and/or prospects
        of the Company;
        
(xv)    the success of the Company depends in part upon its continuing ability to attract and to retain
        employees with suitable skills and experience, particularly, although not exclusively, in the area of product
        development and sales.  There can be no assurance that the Company will be able to recruit sufficient or
        suitable staff or that the individuals whom it may wish to recruit will be able to be attracted and/or
        retained.  If the Company were to be unable to recruit and retain staff of appropriate quality then this may
        have a material adverse affect on the Company's ability to conduct its business and to proceed in line with its
        expectations;

(xvi)   the  Company  may  fail to obtain new business in relation to its services at desired profitable  rates
        and there can be no assurance that business will be available to the Company on terms or at prices which are
        attractive to the Company, nor can there be any assurance that, to the extent that such terms or pricing exist
        at the date of the Admission Document, they will continue on such terms as contracts fall to be renewed and/or
        renegotiated.  The Company may be sensitive to adverse market perception of its operations and services as it
        operates in a market sector where confidence, integrity and trust are key. Any negative publicity about the
        Company's operations and/or services may result in the Company losing business and/or clients, which may have a
        material adverse affect on the Company's financial performance;
        
(xvii)  the complexity of the products and services which the Company offers means that certain aspects of the
        Company's business may involve relatively substantial risks of liability. Any litigation which may be brought
        against the Company may have a material adverse affect on the financial performance and/or business of the
        Company.  The Company's insurance may not cover all or any of any claims which clients or other third parties
        may bring against the Company or may not be sufficient to protect the Company against liability which may be
        imposed on it; and
(xviii) the Company is reliant to an extent on third parties for the provision of important services which in
        turn it needs to run its own business, including finance systems and processes and IT infrastructure, including
        software.  If any of these service providers should fail to perform to the necessary standard then this may
        have a material impact on the business of the Company and its systems and its ability to discharge its
        obligations to clients, any of which may have a material adverse affect on the financial performance and/or
        business of the Company.  The negotiation of potential acquisitions and the integration of an acquired business
        or company and/or additional new personnel may result in a substantial diversion of the Company's management
        resources.  Acquisitions may involve additional risks on the Company, for example a decrease in the business of
        the acquired business.  Accordingly, the Company's ability to manage its growth through acquisitions or through
        strategic investments will depend, partially, on its success in being able successfully to address and to
        manage such risks.  If the Company should fail successfully to implement its acquisition strategy then this may
        have a material adverse affect on the business and/or financial condition of the Company.

Availability of Document

Copies  of  the Admission Document and Supplementary Admission Document are available free of charge  from  the
offices  of St Helens Capital Partners LLP, 223a Kensington High Street, London W8 6SG, during normal  business
hours on any weekday (Saturdays and public holidays excepted) and shall remain available for at least one month
after Admission.

The Directors of Arrowpoint Technologies Plc are responsible for the contents of this announcement.

Contact Information

  • Arrowpoint Technologies Plc