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30th Oct 2024 7:00 am RNS Acquisition Update

" ... Julio Perez, Non-Executive Director of the Company, said: "We are excited to announce the execution of the Acquisition Agreement, which marks a critical milestone in connection with TNE's listing on the Main Market of the London Stock Exchange by way of a reverse takeover. We are committed to successfully finalising this transaction and look forward to our ongoing collaboration with TNE."

Ricardo Eiras, CTO of TNE, said: "TNE remains fully committed to completing this transaction with Codex and values their consistent cooperation and support throughout this process."

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of the Company is Julio Perez, Non-Executive Director.

- Ends -

Enquiries:

Codex Acquisitions plc

Julio Perez, Non-Executive Director

Tel: +44 (0)20 8682 0582

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser."

https://www.lse.co.uk/rns/CODX/entry-into-acquisition-agreement-and-update-ih9pnj39j0i23i9.html

So a 20p/share RTO valuation for current CODX shares.

Compared to a current CODX s.p. (suspended) of 5.5p, market cap. £467,500 (8,500,00 shares in issue).

I.e. an increase 'on paper' of over 3.6 times: over 260%!

Thanks and well done to CODX's management for arranging this proposed deal, and fingers crossed that it completes.

And well done to CODX shareholders who had the patience and understanding to hold on through to the 20.12.23 suspension.

6th Feb 2025 7:00 am RNS Entry into Acquisition Agreement and Update

"Codex Acquisitions plc (LSE: CODX) ("Company" or "Codex") is pleased to announce that it has entered into an English law governed acquisition agreement (cast as a deed) with certain vendors, dated 5 February 2024, to acquire the entire share capital of Technologies New Energy S.A. ("TNE"), a sociedade anónima incorporated in Portugal operating in the renewable energy sector, for £28,000,000 to be settled by way of the issue and allotment of new ordinary shares of nominal value £0.10 each in the capital of the Company ("Ordinary Shares") at a reference price of £0.20 per share ("Acquisition"), conditional on admission of the enlarged issued share capital of the Company to listing on the equity shares (transition) category of the Official List of the Financial Conduct Authority ("FCA") ("ES(T)C Listing") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange") ("Admission").

The Acquisition Agreement contains an Admission long stop date of 28 February 2025 (which may be extended by mutual agreement of the parties).

The Company has also entered into an English law governed amendment (cast as a deed), dated 5 February 2025 ("FAA Deed of Amendment") to the financial advisory agreement, dated 2 March 2022 ("Financial Advisory Agreement"), pursuant to which the Company will pay Codex Capital Partners Limited ("Codex Capital") the previously agreed amount of £107,000 (plus value added tax) transaction success fee 12 months after Admission in such instalments as deemed reasonable by the Company in light of the enlarged group's working capital position from time to time, rather than on Admission.

The Company continues to constructively engage with the FCA with respect to the approval of its prospectus relating to, inter alia, the Acquisition and Admission, and the eligibility for an ES(T)C Listing of the enlarged group, and to progress with associated workstreams.

The Company intends to proceed as quickly as possible towards Admission, however, there can be no certainty that Admission will occur or, therefore, that the Acquisition will be completed.

Prior to Admission, the Company will pre-emptively change its name, logo, TIDM and website - details of which will be announced in due course. The Company's LEI (213800VBVRGDTYL9Y928), and the Ordinary Shares' ISIN (GB00BNVRHQ51) and SEDOL code (BNVRHQ5) shall not be affected.

Further announcements will be made in due course, as appropriate. ..."

https://www.lse.co.uk/rns/CODX/entry-into-acquisition-agreement-and-update-ih9pnj39j0i23i9.html

5th Feb 2025 7:00 am RNS Trading Update & Notice of Results

"Dillistone Group Plc, the AIM quoted supplier of software and services for recruiters, provides a trading update for the 12 months ended 31 December 2024.

Trading Update:

The Board is pleased to report that it expects its 2024 results to show continuing progress for the Group, with profit measures comfortably in line with expectations, and a significant improvement in operating results against the prior year.

These unaudited results have been delivered despite a challenging climate for our recruitment clients which has directly impacted the size and scale of our client base. Despite this ongoing environment, the Board is pleased to report a notable improvement in a number of internal performance indicators in Q4.

This improvement was led by our Talentis executive search software product (https://www.talentis.global/recruitment-software/), which saw a significant increase in demand in the final weeks of the year. Going into 2025, we have received migration contracts from executive search firms in the Americas, Europe, Africa and Asia Pacific. These migrations will see clients port to Talentis from a number of other products, including both competitor and our own FileFinder systems. These add to an already global userbase for the platform.

On the contingency front, we are pleased to announce that our new Mid Office Timesheet Platform (https://www.voyagersoftware.com/online-timesheets/) entered Beta on 3 February 2025. This follows the successful launch of our Infinity onboarding portal launched in December 2024, and which has already generated its first revenue.

In addition, we are pleased to report that our new AI driven Interview Simulation platform (https://www.talentis.global/interview-coaching-simulation/), having been launched in November 2024, has also generated revenue.

During 2024, the Group was again operationally cash generative and continued to paydown its Covid era CBIL loan in line with schedule.

Trading in January 2025 has been in line with management expectations.

Notice of Results:

The Board expects to release final results for the 12 months to 31 December 2024 by early May."

https://www.lse.co.uk/rns/DSG/trading-update-notice-of-results-7vogjtftb7zyjhu.html

Allenby Capital issued a new Company Note on NWT two days ago, featuring a current NWT price of 75p at the top.

It's just a 4-page document (of which one page is just the page 4 Disclaimer): far shorter than the 14-page document issued a year ago.

"Our research is intended for professionals and institutional investors and is focused on the analysis of companies on AIM.

We have multi-sector expertise but use external analysts and consultants should the required industry knowledge not be available in-house. The research is circulated to our institutional client base and is readily available below to help generate interest and liquidity in the shares of our corporate clients."

"Newmark Security Plc

31 Jan 2025

Interims: H2 growth anticipated in both divisions"

https://www.allenbycapital.com/our-research/

Here is an extract:-

"Investment summary

Newmark Security plc (NWT.L) provides investors with exposure to the growth in global spend by organisations on products and services to protect people and assets in the workplace. Operating for more than thirty years, Newmark has two complementary divisions: People and Data Management (Grosvenor Technology) comprising Human Capital Management (HCM) and Access Control and Physical Security Solutions (Safetell). The Group has secured a wide range of blue-chip Public and Private Sector organisations across multiple verticals (including Retail, Banking, Infrastructure, Education, Commercial, Institutional, Defence, and Leisure & Sport) in multiple geographic markets.

Historically, Newmark was focused on the provision of hardware, supported by services, but has successfully shifted strategy over the past couple of years to focus on growing recurring revenue streams and its service offering and securing a higher proportion of software revenue. This increases revenue visibility and gross margins via long-term enterprise subscriptions and services contracts. Newmark has also increased sales via indirect channels and expanded geographically, particularly in North America. This has substantially increased the size of its addressable markets and sales and marketing reach.

The move to hardware-enabled software and services, particularly in HCM, Newmark’s largest business, provides the opportunity for repeat sales and upselling as Newmark maintains a much closer working relationship with its customers.

Interims – improving gross margins

Interims indicated further growth in recurring revenue and services on group revenue that fell 1.3% to £10.2m - People and Data Management (Grosvenor Technology) increased 3% to £7.8m whereas Physical Security Solutions fell 13% to £2.4m. ARR at the Human Capital Management (HCM) part of Grosvenor increased 30% to £3.0m and this benefited group gross margin ..."

https://wp-allenby-2020.s3.eu-west-2.amazonaws.com/media/2025/01/20250131-Newmark-Security-plc-NWT.L-Allenby-Capital-Interims-Growth-expected-in-H2.pdf?c4571=on

31st Jan 2025 7:00 am RNS Update on Investee Company

"Lift Global Ventures Plc (AQSE:LFT), an investment company focused on financial media, technology and the energy sector, provides an update on its investment portfolio company, Trans-Africa Energy Limited ("TAE").

TAE is focused on developing energy infrastructure projects located primarily in Sub-Saharan Africa, the first of which is in Ghana. TAE is in advanced discussions with a Southern African state investor in relation to an investment into TAE ("Investor").

The Investor is looking to invest in oil and gas infrastructure and has undertaken extensive due diligence in relation to the TAE gas pipeline projects.

In the event that any investment is secured by TAE then TAE and Lift have agreed the immediate repayment by TAE to Lift of £350,000 of the TAE Loan Notes ("Initial Payment").

Notwithstanding the Initial Payment, TAE shall remain liable for the outstanding principal of the Loan Note.

In support of TAE's efforts to finalise the investment the Company has agreed to extend the Redemption Date from 31 January 2025 to 30 April 2025.

In addition to the above, there have been several positive developments in Ghana over recent months. Ghana is a stable democracy, following the recent elections on 7 December 2024 there was a peaceful change of power from the New Patriotic Party to the New Democratic Congress party and the new President, John Mahama. On 29 January 2025, the Ghanan Ministry of Finance announced that Ghana has reached a significant breakthrough in its debt restructuring efforts, with all 25 participating creditor countries signing a Memorandum of Understanding (MoU), marking a crucial step toward the nation's economic recovery.

Capitalised terms shall have the same meaning as the RNS dated 25 October 2024, unless otherwise defined.

Related Party Transaction

Roy Kelly, Non-Executive Chairman of the Company, is also a non-executive director of TAE in which the Company has the investment. Mr Kelly has been advising TAE since March 2021 and was appointed as a director of TAE in September 2022. Mr Kelly has no shares or equity in TAE. Zak Mir and Sandy Barblett (as the Independent Directors) of the Company have considered and agreed to the proposal to extend the Redemption Date. The Independent Directors have therefore decided to treat the extension of the Redemption Date as a related party transaction under the AQSE Growth Market Rules.

The Independent Directors believe that the Redemption Date is in the best interests of the Company and that, having exercised reasonable care, skill and diligence, confirm that the related party transaction is fair and reasonable as far as the shareholders of the Company are concerned. ..."

https://www.lse.co.uk/rns/LFT.PL/update-on-investee-company-lwk2m6oumn25b5u.html

31st Jan 2025 7:00 am RNS Half-year Report

"Interim Results

for the six months ended 31 October 2024

... Physical Security Solutions division - Safetell

As previously disclosed in the Group's AGM statement, the timings of four significant contracts being delayed until H2 FY25 will see Safetell generate the majority of its revenue through the latter part of the year. Consequently, H1 FY25 revenue decreased by 13% to £2.4 million compared to the corresponding prior period. However, the significance of the H2 FY25 revenue weighting means the division is on track to deliver full year growth.

In terms of operations and building of its sales pipeline, Safetell has performed well in accordance with the strategic long-term plan, which includes growing its share of service and maintenance work in the UK automatic door servicing market. It has also invested in talent to strengthen its support services and installations teams and made a senior hire to optimise its operations, all of which is already helping to make the division more efficient and deliver on contracts more profitably.

Reflecting on some project and contract highlights in the period, Safetell successfully extended existing service contracts with two large banking customers, a major petrol retailer and completed the installation of physical security at a new Premier League football stadium.

In terms of growing its revenue pipeline for H2 FY25 and beyond, the division won a series of new automatic door service contracts with blue-chip organisation, including a national retailer, a regional train operator and a major pharmaceutical business, as well as contracts with a major housing trust, a UK charity and a large university in the North of England.

Balance sheet and financing

Cash as at 31 October 2024 was £0.3 million compared to £0.01 million at the prior year. Group had an unused £0.2 million UK overdraft facility at the balance sheet date (H1 FY24: £0.4 million).

Net debt excluding leases fell to £2.2 million at 31 October 2024 compared to £3.7 million at 31 October 2023. The decrease is due to a combination of higher cash balances, CBILS loan repayments and lower invoice financing draw downs. The UK invoice financing facility remains at £2.3 million. In February 2025 the $2 million US invoice financing facility with Seacoast National Bank will be replaced by a $2 million revolving credit facility with our relationship bank, HSBC. This will provide more flexible financing and at lower interest rates than the current US invoice financing facility. ..."

https://www.lse.co.uk/rns/NWT/half-year-report-ikma7es88hhtt5h.html

"... Human Capital Management

We have continued to execute the strategy of building a "hardware-enabled software and services" business and selling customers a wrapped subscription to build stronger recurring revenues. The division delivered revenue of £6.5 million (H1 FY24 £6.0 million), up 8% on the prior year, with subscription-based annual recurring revenues increasing by 30% YOY to £3.0 million in October 2024. GT Connect, the division's global platform, is now processing over 12.1 million monthly clock-ins and has over 35,000 monthly device subscriptions for GT Connect and other GT Services.

HCM's growth was driven by the strong performance in North America, where sales were up 16%, with one of our largest North American partners experiencing a robust start to the year in terms of demand for the GT10 device. We are also in advanced discussions with partners to introduce the next generation GT10-2 to replace the existing GT10-1, this fiscal year. Demand for the GT4 and lower-cost GT4-Lite devices have also been particularly strong, with orders for the latter helping to displace its main low-cost clock competitor in the North American market.

Sales for the Rest of the World were slightly lower than H1 FY24, after our largest ROW partner recently completed a series of acquisitions, which resulted in a temporary slow-down in orders. However, since the period end, sales have been much stronger with orders from two major retailers and we expect the full year performance to be up on last year. Our partner's acquisitions have led to its expansion into new European territories and, as such, we stand to benefit directly from this expansion as the sole provider of Timeclock software and hardware solutions to them.

Earlier in the year we announced the pending launch of GT Time in partnership with Oracle to target the Direct to Enterprise market and the expansion of data security and compliance. A senior US consultant with specific experience in working with global HCM marketplaces has been hired to accelerate the roll-out of GT Time and so gain further momentum for this key strategic initiative. We are pleased to report that the Clock and Cloud based Oracle software integration for the beta test phase has been completed including certification by Oracle. We are also pleased to report that there has already been progress with early business development creating sales opportunities and pipeline.

Access Control

Access Control experienced a slower start to the period than was initially anticipated, with sales impacted by delays to upgrade projects and our software partner for the new Janus C4 Ultras taking longer to have the product ready for launch. However, these delays have been resolved and the sales pipeline for the second half is stronger, positioning the business for a much better end to the year. ..."

https://www.lse.co.uk/rns/NWT/half-year-report-ikma7es88hhtt5h.html

31st Jan 2025 7:00 am RNS Half-year Report

" ... Grosvenor Technology

• Human Capital Management ("HCM") annualised recurring revenues* ("ARR") increased by 30% year-on-year ("YOY") to £3.0 million in October 2024, positively contributing to profit margin growth

• YOY revenue growth for HCM was 8%, with North America up 16%

• GT Connect, the division's global platform, is now processing over 12.1 million monthly clock-ins with over 35,000 monthly device subscriptions for GT Connect and other GT Services

• Progressed Oracle - GT Time partnership with software integration completed and testing underway ..."

https://www.lse.co.uk/rns/NWT/half-year-report-ikma7es88hhtt5h.html

So over 35,000 connected clocks as at 31.1.25.

This compares quite credibly with the company's very bullish growth plan presented two years ago, at which point the latest year end connected clocks total was 13,000:-

From NWT's Investor Meet Company presentation slides, 8th. February 2023; from Slide 15:-

"# Connected clocks (at Apr year-end) Growth Plan

2018 500

2019 3,000

2020 5,000

2021 7,000

2022 13,000

2023 22,000

2024 34,000

2025 54,000"

https://www.investormeetcompany.com/

As regards what this means for the HCM ARR:-

dab2 17 May '23 - 17:08 - 96 of 816 0 2 0

" ... If you check out the investor meeting presentation (video available through the investor relations website then into the Investor Meet Company site), then head to 23mins into the video we get to see one of the only projections the company have shared in recent times. Here we see clocks grow from 5k in 2020, 7k in 2021 (growth constrained by the pandemic), 13k in 2022, 22k in 2023, 34k in 2024 and 54k in 2025. Again as this income lags we could be looking at 3 to 4 times ARR in the next 3 years. ..."

https://uk.advfn.com/cmn/fbb/thread.php3?id=51208456&from=96

So if the above 2025 connected clocks target was met, say a year 'late', NWT's HCM ARR could be up to c. £8.4M. in its year ending 30.4.27, and growing rapidly.

Applying a gross margin of say 85% to HCM ARR of £8.4M. would give a gross HCM ARR profit of £7.14M. p.a., and growing rapidly.

And a couple of years further on from that (i.e. NWT's year ending 30.4.29), the amount could potentially be double that.

31st Jan 2025 7:00 am RNS Half-year Report

" ... Business highlights:

Grosvenor Technology

• Human Capital Management ("HCM") annualised recurring revenues* ("ARR") increased by 30% year-on-year ("YOY") to £3.0 million in October 2024, positively contributing to profit margin growth

• YOY revenue growth for HCM was 8%, with North America up 16%

• GT Connect, the division's global platform, is now processing over 12.1 million monthly clock-ins with over 35,000 monthly device subscriptions for GT Connect and other GT Services

• Progressed Oracle - GT Time partnership with software integration completed and testing underway

Safetell

• Grew service and maintenance revenue by 38% in accordance with long term strategy

• Strengthened service team and made senior hire to drive business efficiencies

• Extended existing service contracts with two large banking customers and a major petrol retailer

• Completed the installation of physical security at a new major football stadium

• Won a series of new automatic door service contracts with blue-chip organisations across retail, pharma and transport

Outlook

• Strong HCM sales pipeline in both North America and Rest of the World ("ROW") markets set to deliver full year growth

• Safetell winning new contracts, growing services revenue and on course for greater performance in H2 FY25

• Profitability has been improving with each quarter and this trend is expected to continue into Q4 FY25

*ARR is calculated by annualising revenue recognised in a given month from all clients on deployed HCM subscription contracts

For further information:

Newmark Security plc Tel: +44 (0) 20 7355 0070

Marie-Claire Dwek, Chief Executive Officer www.newmarksecurity.com

Paul Campbell-White, Chief Financial Officer

Allenby Capital Limited Tel: +44 (0) 20 3328 5656

(Nominated Adviser and Broker)

James Reeve / Liz Kirchner / Lauren Wright (Corporate Finance)

Amrit Nahal / Tony Quirke (Sales & Corporate Broking) ..."

https://www.lse.co.uk/rns/NWT/half-year-report-ikma7es88hhtt5h.html

31st Jan 2025 7:00 am RNS Half-year Report

"Interim Results

for the six months ended 31 October 2024

Group on track to deliver full year revenue growth

Newmark Security plc (AIM: NWT), a leading provider of electronic, software, and physical security systems and installations, is pleased to announce its unaudited results for the six months ended 31 October 2024 ("H1 FY25").

Maurice Dwek, Chairman of Newmark, commented:

"The Group delivered a positive first half in accordance with its strategy to drive further growth in recurring revenue streams and service offering. Increased investment in line with our new five-year strategic plan is reflected in our lower reported EBITDA, however; higher HCM product margins and growth in annualised recurring revenues helped to strengthen our cash flow and balance sheet.

"In terms of execution, the Group has been building its divisional sales pipelines, developing new partnerships and extending existing relationships. At the same time, it has also invested in people and systems to both enhance customer services and efficiencies.

"We continue to win and extend contracts with blue-chip customers, which is testament to our people and our service offering. Like last year, our sales pipeline across both divisions is weighted to the second half and we expect to surpass the previous full year revenue performance.

"We are excited about the outlook and look forward to updating the market on our progress at the full year."

Financial highlights:

• Revenue of £10.2 million (H1 FY24: £10.4 million)

• Gross profit of £3.9 million (H1 FY24: £3.9 million)

• Gross profit margin increased by 0.9% pts to 38.1%

• EBITDA of £0.5 million (H1 FY24: £0.8 million)

• Loss after tax of £0.4 million (H1 FY24 loss: £0.1 million)

• Loss per share of 4.60 pence (H1 FY24: loss per share of 0.54 pence)

• Investment in research and development of £0.2 million (H1 FY24: £0.2 million)

• Cash at bank as at 31 October 2024 of £0.3 million (H1 FY24: £0.01 million)

• Net debt excluding leases down 40% to £2.2 million (H1 FY24: £3.7 million) ..."

https://www.lse.co.uk/rns/NWT/half-year-report-ikma7es88hhtt5h.html

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