Last checked at 30 Sep 2015 07:00
30 September 2015
VELOX3 PLC
("Velox3" or "the Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2015
Velox3, the AIM quoted investment company focused on the online trading services sector, is pleased to announce its unaudited interim consolidated results for the six months ended 30 June 2015.
Commenting on the results, Mr. David Mathewson, Executive Chairman, said:
The Directors have continued to restructure the Company in such a way that the operational costs are limited. The Directors have agreed with an existing shareholder to continue to fund the operations until a suitable acquisition target is identified and its acquisition completes successfully.
As a result of the restructuring and the discontinuation of its operating activities, the Company has transitioned to an 'investing company' under the AIM Rules. Consequently, the Company has published an investing policy and obtained shareholder consent for that policy during the Extraordinary Shareholders' Meeting of 9 March 2015.
The Directors are reviewing acquisition opportunities, which will be aligned with the investing policy.
For further information please contact:
Velox3 | +31 (0)20 775 0910 |
David Mathewson, Chairman |
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Westhouse Securities |
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Antonio Bossi
| +44 (0)20 7601 6100 |
EXECUTIVE CHAIRMAN'S STATEMENT
I am pleased to present the Interim Report for the six months ended 30 June 2015.
Business review
Current Trading
Over the last few months, the Company has been evaluating a number of acquisition opportunities.
In June 2015 a shareholder confirmed in writing their intention to provide the Company with funding capped at €150,000. The total amount received on this basis amounts to €119,716 as of the date of this report. The Company is pleased to announce that it has agreed that this funding will be convertible into ordinary shares. The conversion price will be at a discount of 10% to the price achieved in the next funding round, plus 1 warrant for every 5 shares deriving from the conversion. The warrant will be exercisable at a price per share equal to the price achieved in the next funding round, for a period of 4 years. A credit due from a third party is used as collateral for this loan. The Company has agreed a loan repayment schedule to collect this receivable and all money thus received will be offset against the convertible loan.
Furthermore, on 30 June 2015 the Directors converted unpaid fees amounting to €159,428 into ordinary shares. This included fees owed to them for the period to 28 February 2015. These fees were converted at a premium to the market share price. The resulting gain on conversion is recognised in financing income.
Whilst the directors believe they will continue to receive support of existing creditors and funding from shareholders, there is no guarantee that the Group will have sufficient operational cash flow and/or funding to sustain operations or implement any future business plan. However the Directors are confident of the Group's ability to attract new finance and find opportunities to implement its investment policy.
Shareholders should note that there is no guarantee that a transaction will be completed. In the event that no acquisition of an operational business completes and also in order to fund the work required to carry out such a transaction, it is likely that further funds will need to be raised to meet the Company's ongoing working capital requirements.
It should also be noted that, as announced on 16 February 2015, the Company has until 4 December 2015 to implement its investing policy, failing which, the Company's shares would then be suspended from trading on AIM.
In the event the Company's ordinary shares are so suspended, the admission to trading on AIM of the ordinary shares would be cancelled six months from the date of suspension and the Board would intend to convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.
Outlook
We continue to focus on the implementation of the Company's investment policy and will be updating shareholders in due course.
David MathewsonExecutive Chairman30 September 2015
CONSOLIDATED INCOME STATEMENTS | |||||
Unaudited | Unaudited | Audited | |||
6 months ended | 6 months ended | Year ended | |||
30 June | 30 June | 31 December | |||
2015 | 2014 | 2014 | |||
€ | Restated € | € | |||
CONTINUING OPERATIONS | |||||
Revenues | - | - | - | ||
Cost of goods and services | - | - | - | ||
Gross Profit/(Loss) | - | - | - | ||
Salary expense | (115,750) | (69,791) | (320,526) | ||
General administrative expense | (133,159) | (202,026) | (662,721) | ||
Total administrative expenses | (248,909) | (271,817) | (983,247) | ||
Operating loss | (248,909) | (271,817) | (983,247) | ||
Financial income/(expense) | 89,629 | (21,942) | (12,281) | ||
Loss before tax | (159,280) | (293,759) | (995,528) | ||
Taxation | - | - | - | ||
Loss for the financial period from continuing operations | (159,280) | (293,759) | (995,528) | ||
DISCONTINUED OPERATIONS | |||||
Loss for the financial period from discontinued operations | - | (1,587,076) | (3,366,816) | ||
TOTAL COMPREHENSIVE LOSS FOR THE FINANCIAL PERIOD | (159,280) | (1,880,835) | (4,362,344) | ||
Loss per share (in € cents) | |||||
- Basic and diluted loss per share from continuing operations | (0.08) | (0.18) | (0.58) | ||
- Basic and diluted loss per share from total operations | (0.08) | (1.17) | (2.54) | ||
CONSOLIDATED BALANCE SHEET
Unaudited | Unaudited | Audited | |||||
30 June | 30 June | 31 December | |||||
2015 | 2014 | 2014 | |||||
€ | € | € | |||||
Non-current assets | |||||||
Property, plant and equipment | - | 54,324 | - | ||||
Intangible assets | - | - | - | ||||
Deferred tax asset | - | 405,302 | - | ||||
Total non-current assets | - | 459,626 | - | ||||
Current assets | |||||||
Cash and cash equivalents | 204 | 153,384 | 1,836 | ||||
Trade and other receivables | 116,087 | 205,762 | 130,010 | ||||
Total current assets | 116,291 | 359,146 | 131,846 | ||||
Total assets | 116,291 | 818,772 | 131,846 | ||||
Equity and liabilities | |||||||
Share Capital | - | - | - | ||||
Additional paid-in capital | 6,005,136 | 4,827,761 | 5,859,702 | ||||
Combination reserve | 2,999,953 | 2,999,953 | 2,999,953 | ||||
Shares to be issued | 124,008 | 683,593 | 168,423 | ||||
Retained earnings | (11,128,392) | (8,487,603) | (10,969,112) | ||||
Total shareholders' equity | (1,999,295) | 23,704 | (1,941,034) | ||||
Current Liabilities | |||||||
Trade and other payables | 1,867,112 | 703,790 | 2,032,880 | ||||
Borrowings | 248,474 | 91,278 | 40,000 | ||||
Total current liabilities | 2,115,586 | 795,068 | 2,072,880 | ||||
Total equity and liabilities | 116,291 | 818,772 | 131,846 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
Additional | ||||||||||||
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 | ||||||
Issue of share capital | - | 794,987 | - | 649,247 | - | 1,444,234 | ||||||
Share based payment | - | - | - | 33,120 | - | 33,120 | ||||||
Loss for the financial period | - | - | - | - | (1,880,835) | (1,880,835) | ||||||
Balance as at 30 June 2014 | - | 4,827,761 | 2,999,953 | 683,593 | (8,487,603) | 23,704 | ||||||
Balance as at 1 January 2014 | - | 4,032,774 | 2,999,953 | 1,226 | (6,606,768) | 427,185 | ||||||
Issue of share capital | - | 1,826,928 | - | 69,260 | - | 1,896,188 | ||||||
Loss for the financial period | - | - | - | - | (4,362,344) | (4,362,344) | ||||||
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) | ||||||
Issue of share capital | - | 145,434 | - | (69,260) | - | 76,174 | ||||||
Loss for the financial period | - | - | - | - | (159,280) | (159,280) | ||||||
Share based payments | - | - | - | 24,845 | - | 24,845 | ||||||
Balance as at 30 June 2015 | - | 6,005,136 | 2,999,953 | 124,008 | (11,128,392) | (1,999,295) |
CONSOLIDATED CASH FLOW STATEMENT
Unaudited | Unaudited | Audited | ||||
30 June | 30 June | 31 December | ||||
2015 | 2014 | 2014 | ||||
€ | Restated € | € | ||||
Cash flows from operating activities | ||||||
Loss from operating activities | (248,909) | (293,759) | (983,247) | |||
Share based payment | 24,845 | 20,620 | 85,656 | |||
Other Income | 84,187 | - | - | |||
Add: Amortisation and depreciation charges | - | - | - | |||
Loss before working capital change | (139,877) | (273,139) | (897,591) | |||
(Increase) / Decrease in receivables | (18,356) | (4,053) | 7,523 | |||
Increase / (Decrease) in payables | 17,241 | 73,302 | 790,166 | |||
Cash flow from operations | (140,992) | (203,890) | (99,902) | |||
Interest received | 2,721 | - | - | |||
Cash flow from continuing operating activities | (138,271) | (203,890) | (99,902) | |||
Cash flow from discontinued operating activities | - | (633,542) | (1,246,517) | |||
Cash flow from operating activities | (138,271) | (837,432) | (1,346,419) | |||
Cash flow from investing activities | ||||||
Outgoing loans | - | - | (120,000) | |||
Receipts in respect of loans receivable | 35,000 | - | - | |||
Net cash outflow from continued investing activities | 35,000 | - | (120,000) | |||
Net cash outflow from discontinued investing activities | - | (64,826) | (64,826) | |||
Net cash outflow from investing activities | 35,000 | (64,826) | (184,826) | |||
Cash flow from financing activities | ||||||
Proceeds of issue of new shares | - | 1,058,485 | 1,490,424 | |||
Loans received | 101,639 | - | 40,000 | |||
Net cash inflow from continued financing activities | 101,639 | 1,058,485 | 1,530,424 | |||
Net cash inflow from discontinued financing activities | - | (5,500) | - | |||
Net cash inflow from financing activities | 101,639 | 1,052,985 | 1,530,424 | |||
Net (decrease)/increase in cash and cash equivalents | (1,632) | 150,727 | (821) | |||
Cash and cash equivalents at start of period | 1,836 | 2,657 | 2,657 | |||
Cash and cash equivalents at end of period | 204 | 153,384 | 1,836 |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 JUNE 2015
1 Basis of preparation
The interim consolidated financial statements incorporate the results of Velox3 Plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group").
The interim consolidated financial statements are unaudited, do not constitute statutory accounts and were approved by the Board of directors on 29 September 2015.
The preparation of interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing the interim consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2014.
The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the European Union. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the European Commission. These policies are consistent with those to be adopted in the Group's consolidated financial statements for the year ended 31 December 2015. The accounting policies applied by the Group in this interim report are the same as those applied by the Group in the consolidated financial statements for the year ended 31 December 2014.
The Group ceased gaming and publishing operations in December 2014. The results of the gaming and publishing operations are presented as discontinued operations within the Consolidated Income Statement. Cash flows pertaining to the gaming and publishing operations are presented separately in the Consolidated Cash Flow Statement. The results of operations and cash flows reported for the period ended 30 June 2014 have been restated for these discontinued operations.
The principal risks and uncertainties of the Group have not changed since the last annual financial statements where a detailed explanation of such risks and uncertainties can be found.
The accounts have been prepared on a going concern basis. Based on fund raising activities described in the Executive Chairman's Report and planned further fund raising the directors believe this basis of preparation to be appropriate.
2. Loss per share
| 6 months ended 30 June 2015 | 6 months ended30 June 2014 | Year ended31 December 2014 | |
| € | € | € | |
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| (159,280) | (1,880,835) | (4,362,344) | |
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Number of shares |
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Weighted number of ordinary shares for the purposes of basic earnings per share | 190,869,879 | 160,471,534 | 171,707,405 | |
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Basic loss per share (in € cents) | (0.08) | (1.17) | (2.54) | |
Diluted loss per share (in € cents) | (0.08) | (1.17) | (2.54) | |
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Basic loss per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the period.
A copy the Company's unaudited interim results for the six months to 30 June 2015 are available on the Company's website at www.247gaminggroup.com or www.velox3.com.