Silvanus One Plc
LSE : SILP

July 08, 2011 10:07 ET

Notice of AGM and Audited Financial Accounts

                                                                                                                                                                       Silvanus One Plc
                                            ("Silvanus" or the "Company")
                                                          
                                    NOTICE OF AGM AND AUDITED FINANCIAL ACCOUNTS


NOTICE OF AGM

The  Company  would  like to announce that today it has sent a Circular to Shareholders calling  the  Annual  General
Meeting  ("AGM")  of  the  Company. The AGM of Silvanus One Plc will be held at 39 Athol Street,  Douglas,  IM1  1LA,
Braddan, Isle of Man, on 1 August 2011 at 10:00 a.m.

The AGM has been called to consider and, if thought fit, to approve the following resolutions:

Ordinary Resolutions

1.    To receive and adopt the audited financial statements of the Company for the year ended 30 September 2010 and
        the reports of the directors and auditors on those accounts.
        
2.    To appoint Haysmacintyre as auditors of the Company until the conclusion of the next annual general meeting
        and to authorise the directors to determine their remuneration.
        
3.    That in accordance with articles of the Company, Jennifer Allsop is appointed as an Executive Director of the
        Company.
4.    That conditional on the passing of Resolution 3 above and in accordance with articles of the Company, Nicholas
        Woolard is appointed as an Executive Director of the Company.
        
Special Resolutions
        
        
5.    That conditional upon the passing of resolutions 3 and 4 above and upon such resolutions becoming
        unconditional, the Company's New Business Strategy as described below is hereby approved.
        
6.    That conditional upon the passing of resolutions 3 to 5 above and upon such resolutions becoming
        unconditional, the name of the Company be changed to Fast Bet plc.
        

Background
Subsequent  to the disposal of the Company's assets and the change of its business strategy, to that of an investment
vehicle  under the PLUS Rules in August 2010, the Directors have been seeking suitable opportunities for the business
in  order  to  maximize Shareholders value. One particular prospect progressed to an advanced stage of  negotiations.
However, despite the commercial logic of the deal, the Directors decided not progress with this transaction  and  all
discussions were terminated.

The Directors now believe that the Company should change its focus and become a trading business. It is therefore the
intention  of the Board to change Silvanus One plc from an investment vehicle to a trading business which focuses  on
the SMS Gambling sector.

New Business Strategy
  In  order  to reposition the Company as a trading business, it is necessary for the Directors to seek Shareholders'
approval for the New Business Strategy as described below.

The  Company's proposed New Business Strategy will be to set up and provide a betting platform that allows  users  to
place bets via SMS text messages from their mobile phones.

For  example,  to  place a bet of £5 on Chelsea to win a football match, the user would simply text "5  Chelsea".  To
place a racing bet of £5 on Kauto Star to win, the user would simply text "5 Kauto Star".

After  each  bet,  users  immediately  receive a receipt to their mobile phone with  details  of  the  bet  including
confirmation  of the odds, a receipt number and their new balance. Customers can opt to receive a confirmatory  email
in addition. In the event the user wins a bet, the user would receive a text displaying their winnings, shortly after
the  event  has  taken  place. Clients can then withdraw or deposit funds by simply texting 'withdraw'  or  'deposit'
followed by the amount from their mobile phone.

The  Company's  strategy will be to develop and acquire assets and/or systems that offer SMS  betting  services.  The
Directors  may undertake the initial project assessments themselves with additional independent technical  advice  as
required.  The  Directors  believe  that by developing, utilising and acquiring specific  components  from  different
sources and combining them, they will be able to extract economic value from this synergy.

The  Directors do not intend to limit the number or the geographic locations of projects in which the Company may  be
involved  with  and  although  there  will  be  particular focus on  Europe,  the  Directors  may  consider  suitable
opportunities  elsewhere.  The Company may enter into joint ventures, use convertible instruments,  issue  shares  or
cash, acquire existing companies or use other instruments as the Directors deem appropriate.

The  Directors  are  currently  reviewing potential investment and acquisition opportunities  as  well  as  licensing
opportunities in line with the Company's new strategy.

The  Directors believe that shareholder value can be created by changing the Company's business strategy and focusing
on developing a trading business.

Resolution 5 in the AGM Notice proposes the adoption of the New Business Strategy.


Change of Directors
In  accordance with the proposed New Business Strategy of the Company it is proposed, pursuant to Resolutions 3 to 6,
that  Nicholas  Woolard  and Jennifer Allsop will be appointed to the Board of the Company. Following  the  AGM,  Mr.
Marcus Yeoman and Mr. Mark Battles will resign as Directors of the Board. Subject to the passing of Resolutions 3 and
4, and immediately following Completion, the New Board of Silvanus One will consist of Roger Bennett as Non-Executive
Director and  Jennifer Allsop and Nicholas Woolard as Executive Directors.

Jennifer  graduated from both University of Westminster and the London College of Law. She is a trained entertainment
and  media  lawyer and has been responsible for the business and commercial development of a number of  international
media  companies, such as Northern & Shell, London Records and Polygram Records International. She is established  in
creating,  developing and selling interactive television projects working with widely acknowledged  industry  leading
businesses such as DITG and YooMedia. Jennifer has twenty years of commercial and strategic experience and  has  been
at  the  centre of the global news media and interactive television evolution and contributed greatly to the creation
of  an  innovative  and  pioneering solution to address the need for interactivity and gambling  in  this  developing
sector.  Resolution 3 proposes the appointment of Ms. Allsop to the Board.

Prior to the distribution of the circular, Jennifer Allsop holds or has held the following directorships or has  been
a partner in the following partnerships within the five year period prior to this Circular:

 Current Directorships / Partnerships                  Past Directorships
 Athol Gold Limited                                    Confabulate Ltd
 Fast Bet Limited                                      Disruptive TV Limited
                                                       Command Technology Plc
                                                       MC3 Global Limited (Dissolved)
                                                       Command TV Ltd
                                                       Disruptive Media Group Ltd (Dissolved)
                                                       Text Bet Plc (In Administration)
                                                       SMS Bet Limited
                                                       

Jennifer  was  a Director of Text Bet Plc for just over two months having resigned from this company on  7th  January
2011. Text Bet went into the hands of the Administrator, HJS Recovery, on the 26th January 2011. Subsequently and due
to  the  failure  of the Administrator to obtain records and other documentation for the Company, the  Administrators
have now been instructed to cease any further administrative work and to place the company into liquidation.

Resolution 4 in the Notice proposes the appointment of Nicholas Woolard to the Board of the Company. Mr. Woolard  has
over  30 years experience of Financial Services in various jurisdictions including Vanuatu, London, Guernsey and  the
Isle of Man with a leading Global Wealth Manager followed by three years as compliance officer with Fedelta Trust, an
Isle  of  Man  financial services business providing specialist trust, corporate management, investment  and  pension
planning  services.  He is an Associate of the Chartered Institute of Bankers and a Member of the Chartered Institute
for Securities & Investment.

Prior to the distribution of the circular, Nicholas Woolard holds or has held the following directorships or has been
a partner in the following partnerships within the five year period prior to this Circular:

 Current Directorships / Partnerships                  Past Directorships
 St Hill IOM Limited                                   The Real Man Pizza Company Limited
 Port Erin Biopharma Investments Limited               Rivington Street Ventures Limited
 Mews Management Limited                               Rivington Street Sales & Conferences Limited
 Isle of Man Yacht Club                                T1ps Investment Management (IOM) Limited
 Worship Street Investments Ltd                        Rivington Street Stockbrokers Limited
                                                       
Change of Name
In  order to reflect the new direction and the New Business Strategy of the Company, the Director's propose to change
the name of the Company to Fast Bet Plc. Resolution 6 set out in the Notice, seeks Shareholder approval to change the
name of the Company to Fast Bet Plc.

Action to be taken
To  be  valid,  completed Forms of Proxy must be received by the Company's Registrars, SLC Registrars, Thames  House,
Portsmouth  Road,  Esher, Surrey KT10 9AD not later than 10.00a.m on 29 July 2011, being 48  hours  before  the  time
appointed  for holding the General Meeting. Completion of the Form of Proxy will not preclude you from attending  and
voting at the Annual General Meeting in person if you so wish.

Recommendation
The  Directors, consider the Resolutions proposed to be fair and reasonable and in the best interests of the  Company
and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions.



AUDITED FINANCIAL ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2010

Following  the  audit and approval of the Annual Accounts for the period ending 30 September 2010 there  has  been  a
reclassification between the trading activities and the loss on disposal.

The  reported net assets and loss for the period ending 30 September 2010 are unchanged between the announcement  and
the audited accounts. The difference is purely disclosure in Profit and Loss headings.

During  the  period  the  Company  disposed of certain assets (including  the  company's  name)  together  with  all
liabilities  of  the  company, to WMS Limited, a private limited company owned by Fundy Minerals  ("Fundy"),  Walton
Asset  Management,  Aureum  Investment, and Daniel Vanrenen (the "Consortium"). The  company  became  an  investment
vehicle under the PLUS Rules.


CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2010

I am pleased to present the financial results for Silvanus One Plc for the 12 month period ending 30 September 2010.

The loss for the 12 month period is £ 613,293 (12 months to 2009 - £68,351 loss).

This year has been a year of consolidation and preparation for the coming financial year.

Company highlights for the period under review

During  the  period the Company announced its intention to delist its shares from the PLUS Markets.  Following  this
announcement, several shareholders indicated to the Board that they were strongly opposed to the proposed delisting,
which  they viewed as inevitably leading to reduced liquidity in the company's shares and that the retention of  the
company's  PLUS  quote  offered a more stable, viable and attractive platform for the company  to  potentially  seek
alternative  investment  opportunities.  The  Board considered these  representations  and  presented  them  to  the
Consortium.  The Consortium in response proposed to the Board that, together, it would purchase certain  assets  and
liabilities  of  the company in exchange for shares in the company, held by Consortium members,  leaving  all  other
shareholders  with  a  much  larger share of a public entity, free from liabilities, allowing  them  to  seek  other
opportunities.  Under  the  PLUS  Rules, the disposal was deemed to be a related  party  transaction  and  therefore
required shareholders approval.

The  Company disposed of certain assets (including the company's name) together with all liabilities of the company,
to  WMS  Limited,  a  private  limited company owned by Fundy Minerals ("Fundy"), Walton  Asset  Management,  Aureum
Investment,  and Daniel Vanrenen (the "Consortium"). The company became an investment vehicle under the PLUS  Rules.
The  company's  investment  strategy changed to be a generalist one with no specific sector,  national  or  regional
focus. The company's name changed from World Mining Services Limited to Silvanus One Plc.

Following a General Meeting held on 11 August 2010, Marcus Yeoman joined the Board as Executive Chairman and Jeffrey
Michel, Dan Vanrenen and Roy Harding resigned as directors of the Company.

Post balance sheet events

On 15 April 2011, the directors of the company announced that the company had completed a private placing raising  a
total  of  £70,000. The funds were raised through the issue of 13,846,153 ordinary  shares of  0.001p at a price  of
0.325p  and by way of zero coupon Convertible Loan Notes 2012, convertible into 7,692,307 ordinary shares of  0.001p
each,  at  a price of 0.325p (the "Placing"). Additionally, for every share issued, each subscriber was issued  with
one warrant to subscribe for one ordinary share, at an exercise price of 0.325p within five years of the issue date.

Furthermore,  the  Company recently announced that it had issued a secured loan for £45,000  to  SMS  Bet  Plc  (the
'Loan').  The Loan is secured against the entire assets of SMS Bet Plc and is redeemable on 15 April 2012. The  Loan
has  been  issued to SMS Bet Plc in order for the company to undertake due diligence on SMS Bet Plc with a  view  to
formalising the relationship between the business and the company.



Marcus Yeoman
Chairman






CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2010

                                                     2010                                      2009
                                                        £                                         £
Discontinued operations                                                                            
                                                                                                   
Revenue                                            50,417                                    59,979
Gain on disposal of                                     -                                   218,399
investment
                                                   50,417                                   278,378
                                                                        
Cost of sales                                    (73,409)                                  (89,123)
                                                                        
Administrative expenses                         (278,911)                                 (279,778)
                                                                                                   
Operating (loss)/profit                         (301,903)                                  (90,523)
                                                                                                   
Finance (expense)/income                            7,992                                   (9,030)
Other income / (losses)                             3,786                                  (13,000)
Expenses for share based                                -                                       124
payment reserve
Amortisation of negative                                -                                    80,404
goodwill
Share of operating loss in                              -                                  (36,326)
associate
Loss on disposal of the                         (323,168)                                         -
business
                                                                                                   
                                                                                                   
(Loss)/profit before                            (613,293)                                  (68,351)
taxation
Taxation                                                -                                         -
                                                                                                   
(Loss)/Profit fro the                           (613,293)                                  (68,351)
financial year
                                                                                                   
Attributable to:                                                                     
Minority interest                                       -                                  (20,456)
Equity holders of the                           (613,293)                                  (47,895)
Company
                                                                                                   
(Loss)/profit for the                           (613,294)                                  (68,351)
financial year
Basic and diluted                                (0.0118)                                  (0.0009)


CONSOLIDATED BALANCE SHEET
FOR THE YEAR ENDED 30 SEPTEMBER 2010


                                                           Company                  Company                     Group
                                                              2010                     2009                      2009
                                                                 £                        £                         £
Assets                                                                                              
Non current assets                                                                                  
Plant & Machinery                                       -                         -                      423,191
Intangible assets                                       -                         -                      16,363
Investment in subsidiary                                -                      239,737                      -
                                                                               239,737                      -
                                                                                                            
Current Assets                                                                                              
Trade and other receivables                             58                     233,351                   62,996
Available for sales financial assets                    -                       53,991                   53,991
Inventories                                             -                         -                      66,959
Cash and cash equivalents                             20,322                    49,230                   79,231
                                                                                                            
Total current assets                                  20,380                   336,572                   263,177
                                                                                                            
TOTAL ASSETS                                          20,380                   576,309                   702,731
                                                                                                            
EQUITY & LIABILITIES                                                                                        
Equity attributable to equity holders                                                                       
of the Company                                                                                              
Share capital                                          468                       582                       582
Share premium                                        397,036                   307,314                   307,314
Capital redemption reserve                             404                        -                         -
Share based payments reserve                            -                       9,802                     9,802
Minority interest                                       -                         -                      42,719
Retained earnings                                   (385,528)                  217,963                   137,965
                                                                                                            
Total equity                                          12,380                   535,661                   498,382
                                                                                                            
Current Liabilities                                                                                         
Trade and other payables                              8,000                     40,648                   204,349
                                                                                                            
Total liabilities                                     8,000                     40,648                   204,349
                                                                                                            
TOTAL EQUITY AND LIABILITIES                          20,380                   576,309                   702,731



Emphasis of matter

In  forming  our opinion, which is not qualified, we have considered the adequacy of the disclosure made  within  the
accounting policies concerning the company's ability to continue as a going concern.  The group incurred a  net  loss
of  £613,213  during the year ended 30 September 2010 and has accumulated losses of £385,528 as at that  that.  This,
along  with  the  other  matters  explained within the accounting policies, indicate  the  existence  of  a  material
uncertainty  which  may cast a significant doubt about the company's ability to continue as  a  going  concern.   The
financial  statements do not include the adjustments that would result if the company was unable  to  continue  as  a
going concern.


The Directors do not proposed to pay a dividend for the period.

The financial information contained in this announcement has been extracted from the Company's audited accounts.

The Directors of the issuer accept responsibility for this announcement.


                                                       --END--

Enquiries:
SILVANUS ONE PLC
Marcus Yeoman
+44 797 002 8442

RIVINGTON STREET CORPORATE FINANCE
Eran Zucker
+44 20 7562 3373
Eran@rs-cf.com

Contact Information

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