Last checked at 1 Jun 2016 07:00
1 June 2016
VELOX3 PLC
("Velox3" or "the Group")
Final Results for the year ended 31 December 2015
Velox3, the AIM quoted investment Company focusing on the online trading services sector, is pleased to announce its final results for the year ended 31 December 2015.
Highlights
- Total profit for the year amounted to € 511,317 (2014: loss of € 4,362,344)
- Converted to an investing company and approved investing policy in March 2015
- Currently in the advanced stages of completing an acquisition, which under the AIM rules will be considered a Reverse Takeover
David Mathewson Executive Chairman of Velox3 commented: "After a year of significant change, we have renewed confidence in our future plans. The Directors have been actively reviewing investment opportunities in the online trading services industry. The Company has considered investment opportunities worldwide and has also considered opportunities in industries relating to the online trading services sector, including, but not limited to, service providers, marketing and technology sectors.
The Directors are pleased to be in an advanced stage of completing an acquisition which under the AIM rules will be considered a Reverse Takeover."
For further information please contact:
Velox3 PLC David Mathewson, Executive Chairman
| + 44 (0)1624 647 979 |
Stockdale Securities Antonio Bossi David Coaten
| +44 (0)20 7601 6100 |
Newgate Communications Adam Lloyd Robyn McConnachie Helena Bogle | +44 (0)20 7653 9850 |
STRATEGIC REPORT
I am pleased to present our Annual Report for the financial year ended 31 December 2015.
Financial Review
2015 was a year of significant change for Velox3 (formerly: 24/7 Gaming Group). After announcing that the directors decided not to progress with a possible acquisition in the binary options sector on 16 February 2015, the Company transitioned into an investing company under the AIM rules, as approved by the shareholders on 9 March 2015. As part of this, the Company changed its name into Velox3 plc.
The total profit for the year amounted to € 511,317 (2014: a loss of € 4,362,344). The profit derives from profits on discontinued operations as part of the restructuring process started in December 2014.
Board Changes
During the year, Non-Executive Director Willy Simon resigned from the Board, followed by the resignation of Rogier Smit in October 2015.
Dividend
The Group will not pay a dividend for the year ended 31 December 2015.
Current trading and outlook
Following the approval of the investing policy in March 2015, the Directors have been actively reviewing investment opportunities in the online trading services industry. These online trading services include services such as binary options, trading in CFDs (Contract for Difference) and Forex. The Company has considered investment opportunities worldwide and has also considered opportunities in industries relating to the online trading services sector, including, but not limited to, service providers, marketing and technology sectors.
The Directors are pleased to announce that the Company is now in an advanced stage of completing an acquisition under this investing policy, which under the AIM rules will be considered a Reverse Takeover. The Directors expect to announce more details shortly.
A copy of the annual results together with information required under AIM Rule 26 is available from the Company's website at www.velox3.com and will be posted to shareholders shortly.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | |||||
Year ended | Year ended | ||||
31 December | 31 December | ||||
Notes | 2015 | 2014 | |||
€ | € | ||||
Restated | |||||
CONTINUING OPERATIONS | |||||
Revenues | - | - | |||
Cost of goods and services | - | - | |||
Gross Profit/(Loss) | - | - | |||
Listing expenses | (268,341) | (307,124) | |||
Salary expense | (290,782) | (320,526) | |||
General administrative expense | (235,380) | (355,597) | |||
Total Administrative expenses | (794,503) | (983,247) | |||
Operating Loss | (794,503) | (983,247) | |||
Financial income/(expense) | 105,148 | (12,281) | |||
Loss before tax | (689,355) | (995,528) | |||
Taxation | - | - | |||
Loss for the financial year from continuing operations | (689,355) | (995,528) | |||
DISCONTINUED OPERATIONS | |||||
Profit/(loss) for the financial year from discontinued operations | 3 | 1,200,672 | (3,366,816) | ||
TOTAL COMPREHENSIVE PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 511,317 | (4,362,344) | |||
Basic and diluted earnings/(loss) per share | |||||
Continuing operations | 2.1 | (0.0036) | (0.0058) | ||
Discontinued operations | 2.2 | 0.0063 | (0.0196) | ||
Total operations | 0.0027 | (0.0254) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION | |||||
31 December | 31 December | ||||
2015 | 2014 | ||||
€ | € | ||||
Non-current assets | |||||
Property, plant and equipment | - | - | |||
Intangible assets | - | - | |||
Deferred tax asset | - | - | |||
Total non-current assets | - | - | |||
Current assets | |||||
Cash and cash equivalents | - | 1,836 | |||
Trade and other receivables | 103,072 | 130,010 | |||
Total current assets | 103,072 | 131,846 | |||
Total assets | 103,072 | 131,846 | |||
Equity and liabilities | |||||
Share capital | - | - | |||
Additional paid-in capital | 6,046,980 | 5,859,702 | |||
Combination reserve | 2,999,953 | 2,999,953 | |||
Shares to be issued | 120,763 | 168,423 | |||
Retained earnings | (10,457,795) | (10,969,112) | |||
Total shareholders' equity | (1,290,099) | (1,941,034) | |||
Current Liabilities | |||||
Trade and other payables | 941,343 | 2,032,880 | |||
Borrowings | 451,828 | 40,000 | |||
Total current liabilities | 1,393,171 | 2,072,880 | |||
Total equity and liabilities | 103,072 | 131,846 | |||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | ||||||||||||
Additional | Other reserves - | |||||||||||
Share | paid in | Combination | Shares to | Retained | ||||||||
capital | capital | reserve | be issued | earnings | Total | |||||||
€ | € | € | € | € | € | |||||||
Balance as at 1 January 2014 | - | 4,032,774 | 2,999,953 | 1,226 | (6,606,768) | 427,185 | ||||||
Loss for the financial year | - | - | - | - | (4,362,344) | (4,362,344) | ||||||
Transactions with owners | ||||||||||||
Issue of share capital | - | 1,826,928 | - | 69,260 | - | 1,896,188 | ||||||
Share based payments | - | - | - | 97,937 | - | 97,937 | ||||||
Balance as at 1 January 2015 | - | 5,859,702 | 2,999,953 | 168,423 | (10,969,112) | (1,941,034) | ||||||
Profit for the financial year | - | - | - | - | 511,317 | 511,317 | ||||||
Transactions with owners | ||||||||||||
Issue of share capital | - | 187,278 | - | (69,260) | - | 118,018 | ||||||
Share based payments | - | - | - | 21,600 | - | 21,600 | ||||||
Balance as at 31 December 2015 | - | 6,046,980 | 2,999,953 | 120,763 | (10,457,795) | (1,290,099) | ||||||
CONSOLIDATED STATEMENT OF CASH FLOWS | ||||
31 December | 31 December | |||
2015 | 2014 | |||
€ | € | |||
Cash flows from operating activities | ||||
Loss from operating activities | (794,503) | (983,247) | ||
Share based payment | 21,600 | 85,656 | ||
Loss before working capital change | (772,903) | (897,591) | ||
(Increase) / Decrease in receivables | (57,974) | 7,523 | ||
Increase in payables | 329,580 | 790,166 | ||
Cash flow from operating activities by continuing operations | (501,297) | (99,902) | ||
Cash flow from operating activities by discontinued operations | - | (1,246,517) | ||
Cash flow from operating activities | (501,297) | (1,346,419) | ||
Cash flow from investing activities | ||||
Outgoing loans | - | (120,000) | ||
Repayments of loans receivable | 84,912 | - | ||
Interest received | 2,721 | - | ||
Net cash outflow from investing activities by continuing operations | 87,633 | (120,000) | ||
Net cash outflow from investing activities by discontinued operations | - | (64,826) | ||
Net cash outflow from investing activities | 87,633 | (184,826) | ||
Cash flow from financing activities | ||||
Proceeds of issue of new shares | - | 1,490,424 | ||
Loans received | 411,828 | 40,000 | ||
Net cash inflow from financing activities by continuing operations | 411,828 | 1,530,424 | ||
Net cash inflow from financing activities by discontinued operations | - | - | ||
Net cash inflow from financing activities | 411,828 | 1,530,424 | ||
Net decrease in cash and cash equivalents | (1,836) | (821) | ||
Cash and cash equivalents at start of period | 1,836 | 2,657 | ||
Cash and cash equivalents at end of period | - | 1,836 | ||
Notes
1 General Information
The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 December 2015 or 31 December 2014 but is derived from those accounts.
The auditors have reported on those accounts and their reports were unqualified. In both 2015 and 2014 their reports drew attention to the going concern disclosures contained in the notes to the accounts by way of emphasis.
The going concern disclosure for the year ended 31 December 2015 is repeated below in this note.
The consolidated financial statements incorporate the results of Velox3 plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group").
Year ended 31 December 2014 expense allocations have been restated to more appropriately reflect the nature of the expenses.
Going concern
The Group reported a profit of €511,317 for the year ended 31 December 2015 and a loss of €4,362,344 for the year ended 31 December 2014. The Group reports a working capital deficit of €1,290,099 for the year ended 31 December 2015 and a working capital deficit of €1,941,034 for the year ended 31 December 2014.
The Company is in advanced stages of completing an acquisition, which is considered to be a reverse takeover under the AIM rules. At this stage however, there is no guarantee that this process completes successfully. The Company intends to raise new funds by issuing new ordinary shares of the Company. This new funding should be sufficient to cover the future working capital requirements of the Company including current outstanding payables up to the date of the fundraise.
To complete the acquisition, the Company has entered into a loan agreement with certain existing shareholders for the provision of working capital facilities to enable it to continue to trade. The total amount received on this basis amounts to €818,328 as of 25 May 2016. The loan has conversion rights. The conversion price will contain a discount of 10% to the price offered in the next funding round, plus 1 warrant on every 5 shares.
The Directors assume the continuing support of existing creditors, who have been willing to delay payments to them to date.
There is no guarantee that the Group will receive sufficient operational cash flow and/or funding to sustain operations or implement any future business plan steps. However the Directors are confident of the Group's ability to execute a business plan of attracting new finance and finding opportunities to merge a target into the company.
Accordingly, the Directors consider it appropriate to prepare the Consolidated Financial Statements on a going concern basis.
2 Loss per share (basic and diluted)
2.1 Loss per share from continuing operations
Year ended 31 December 2015 | Year ended 31 December 2014 | |||
€ | € | |||
Earnings | ||||
Earnings for the purposes of basic earnings per share being net loss after tax attributable to equity shareholders | (689,355) | (995,528) | ||
Number of shares | ||||
Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share | 191,950,620 | 171,707,405 | ||
Basic earnings per share | (0.0036) | (0.0058) | ||
Diluted earnings per share | (0.0036) | (0.0058) | ||
2.2 Loss per share from discontinued operations
Year ended 31 December 2015 | Year ended 31 December 2014 | |||
€ | € | |||
Earnings | ||||
Earnings for the purposes of basic earnings per share being net profit/(loss) after tax attributable to equity shareholders | 1,200,672 | (3,366,815) | ||
Number of shares | ||||
Weighted average number of ordinary shares for the purposes of basic earnings per share | 191,950,620 | 171,707,405 | ||
Basic earnings per share | 0.0063 | (0.0196) | ||
Diluted earnings per share | 0.0063 | (0.0196) | ||
3 Discontinued operations
As required by IFRS 5, the results of the gaming and publishing operations are presented as discontinued operations within the Consolidated Statement of Comprehensive Income. Cash flows pertaining to the gaming and publishing operations are presented separately in the Consolidated Statement of Cash Flows.
The results of the discontinued gaming and publishing operations, which have been included in the Consolidated Statement of Comprehensive Income were as follows:
Year ended 31 December 2015 € | Year ended 31 December 2014 € | ||
Revenues | - | 124,811 | |
Cost of goods and services | - | (166,813) | |
Gross profit/(loss) | - | (42,002) | |
Total administrative expenses | 18,890 | (1,568,216) | |
Interest expense | - | (21,242) | |
Profit/(loss) before tax | 18,890 | (1,631,460) | |
Taxation | - | (986,975) | |
Profit/(loss) after tax | 18,890 | (2,618,435) | |
Profit/(loss) on disposal of discontinued operations | - | (748,381) | |
Gain on waiver of debt due to former group companies | 1,181,782 | - | |
Profit/(loss) for the year from discontinued operations | 1,200,672 | (3,366,816) | |
4 Post balance sheet events
Subsequent to year-end the directors have continued to restructure the Group. The directors have started the liquidation process of WGM NV and WGM Ltd during the first quarter of 2016, and have initiated the process of liquidation of 24/7 Gaming Ventures NV, which is expected to be formalised in June 2016.
In February 2016, the Company incorporated a new entity in the Netherlands, being a 100% subsidiary in order to provide services for the group. The company name is Veltyco Services BV and is registered at the Chamber of Commerce in Amsterdam, the Netherlands.
In the period between 1 January 2016 and 25 May 2016, the Company received further funding for the amount of €366,500 from an existing shareholder, which is used to finance the process of completing an acquisition, which is considered to be a reverse take-over under the AIM rules.
5 Annual General Meeting
A Copy of the audited annual report for the year ended 31 December 2015 will be posted to shareholders shortly and is being made available from the Company's website at www.velox3.com.