31 Jan 2023 07:00
31 January 2023
BiON plc
("BiON" or the "Company")
Interim Results
BiON (AIM: BION), an AIM Rule 15 cash shell, announces its unaudited interim results for the six months ended 31 October 2022.
Due to the Company changing its financial year end, as announced on 5 October 2022, the comparative period represents the six months from 1 January 2021 to 30 June 2021 ("H1 2021").
Summary
· During the period, the Company operated as an AIM Rule 15 cash shell
· The Company actively sought a suitable reverse candidate and assessed various business opportunities
· As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022
· From the suspension date, BiON has six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled
· As at 31 October 2022, BiON had cash and cash equivalents of £480 thousand (30 April 2022: £1 thousand; 30 June 2021: £179 thousand)*
* Following becoming an AIM Rule 15 cash shell, the Company has, from 1 May 2022, adopted Pound Sterling (GBP) as its functional presentational currency. Accordingly, the results for the previous periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021). See the Financial Review for further details.
This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
Enquiries:
BiON plc | |
c/o Gracechurch Group | +44 20 4582 3500 |
| |
Beaumont Cornish Limited (Nominated Adviser) | |
Roland Cornish, Asia Szusciak | +44 20 7628 3396 |
Optiva Securities Limited (Broker) | |
Vishal Balasingham | +44 20 3137 1903 |
Gracechurch Group (Financial PR Adviser) | |
Claire Norbury | +44 20 4582 3500 |
Strategic Report
Overview
The Company is an AIM Rule 15 cash shell whose principal activity is to identify potential acquisition opportunities. The Company's strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors will consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.
During the period under review, the Company actively sought a suitable reverse candidate and assessed various business opportunities. As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022.
Outlook
Since period end, the Company has been active in its search for acquisition opportunities and is reviewing a number of potential candidates. BiON has six months from 20 October 2022 to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.
The Company will update the market as appropriate.
Financial Review
This report covers the six months ended 31 October 2022. As noted, due to the Company changing its financial year end, the comparative period represents the six months from 1 January 2021 to 30 June 2021.
Change in functional and presentational currency
Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021).
Results summary
£000's | Six months to 31 October 2022 (Unaudited) | Six months to 30 June 2021 (Unaudited) |
Revenue | - | 98 |
Operating expenses | (99) | (898) |
Loss before tax | (99) | (1,671) |
Loss per share | (0.00023) | (0.0039) |
The results reflect the six months to 31 October 2022 being a period when the Company was a cash shell, having disposed of its operating entity on 19 April 2022. As noted above, the operating expenses incurred during the period consist primarily of administrative and professional fees.
Cash flow and funds
Net cash used in operating activities was £479 thousand (H1 2021: £796 thousand). Cash and cash equivalents at 31 October 2022 was £480 thousand (30 April 2022: £1 thousand; 30 June 2021: £179 thousand).
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
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|
| 31.10.2022 |
| 30.06.2021 |
| 30.04.2022 | |||||||
|
|
| £'000 |
| £'000 |
| £'000 | |||||||
|
|
| unaudited |
| unaudited |
| audited | |||||||
ASSETS |
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|
|
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NON-CURRENT ASSETS |
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Intangible assets |
|
| - | 121 | - | |||||||||
Property, plant and equipment |
|
| - | 15,969 | - | |||||||||
Right-of-use assets |
|
| - | 827 | - | |||||||||
Total non-current assets |
|
| - |
| 16,917 |
| - | |||||||
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CURRENT ASSETS |
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Trade and other receivables |
|
| 19 | 1,937 | 1,001 | |||||||||
Amounts due from related parties |
|
| - | 526 | - | |||||||||
Cash and cash equivalents |
|
| 480 | 179 | 1 | |||||||||
Total current assets |
|
| 499 |
| 2,642 |
| 1,002 | |||||||
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|
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Total assets |
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| 499 |
| 19,559 |
| 1,002 | |||||||
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EQUITY |
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Stated capital |
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| 13,701 | 12,073 | 13,701 | |||||||||
Foreign translation reserve |
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| (42) | (463) | (42) | |||||||||
Retained loss | (13,469) | (23,306) | (13,370) | |||||||||||
Merger reserve |
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| - | (700) | - | |||||||||
Total shareholders' equity | 190 | (12,396) | 289 | |||||||||||
Non-controlling interests | - | 25 | - | |||||||||||
Total equity |
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| 190 |
| (12,371) |
| 289 | |||||||
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CURRENT LIABILITIES |
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Trade and other payables |
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| 126 | 19,964 | 570 | |||||||||
Lease liabilities |
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| - | 84 | - | |||||||||
Short-term borrowings |
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| 35 | 450 | - | |||||||||
Income tax liabilities |
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| - | 248 | - | |||||||||
Total current liabilities |
|
| 161 |
| 20,746 |
| 570 | |||||||
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NON-CURRENT LIABILITY |
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Government grants deferred income |
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| - | 13 | - | |||||||||
Long-term borrowings |
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| - | 9,854 | - | |||||||||
Lease liabilities |
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| - | 978 | - | |||||||||
Amounts due to directors |
|
| 148 | 325 | 143 | |||||||||
Deferred taxation |
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| - | 14 | - | |||||||||
Total non-current liabilities |
|
| 148 |
| 11,184 |
| 143 | |||||||
|
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Total liabilities |
|
| 309 |
| 31,930 |
| 713 | |||||||
| ||||||||||||||
Total liabilities and equity |
|
| 499 |
| 19,559 |
| 1,002 | |||||||
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
PERIOD ENDED |
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PERIOD ENDED | ||
31.10.2022 | 30.06.2021 | |||
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| £'000 |
| £'000 |
|
| unaudited |
| unaudited |
|
| |||
| ||||
Revenue |
| - | 98 | |
Cost of sales | - | (738) | ||
Gross (loss)/profit |
| - |
| (640) |
| ||||
Other income |
| 36 | ||
|
| |||
Less: operating expenses |
| |||
Administrative expenses | (99) | (898) | ||
Operating loss |
| (99) |
| (1,502) |
| ||||
Finance income |
| - | 228 | |
Finance costs |
| - | (397) | |
Loss before taxation |
| (99) |
| (1,671) |
| ||||
Income tax expense |
| - | - | |
Loss for the year |
| (99) |
| (1,671) |
| ||||
Other comprehensive loss |
| |||
Exchange difference on translation of foreign operations | - | (14) | ||
Total comprehensive loss |
| (99) |
| (1,685) |
| ||||
Loss per share: |
| |||
Basic (RM) |
| (0.00023) |
| (0.0039) |
Diluted (RM) |
| (0.00023) |
| (0.0039) |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD ENDED |
|
PERIOD ENDED | |||
|
| 31.10.2022 |
| 30.06.2021 | |
| £'000 |
| £'000 | ||
| unaudited |
| unaudited | ||
|
|
| |||
|
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CASH FLOW FROM OPERATING ACTIVITIES |
| ||||
Loss before taxation | (99) | (1,671) | |||
Adjustments for: |
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Amortisation of intangible assets | - | 5 | |||
Depreciation of property, plant and equipment | - | 351 | |||
Depreciation of right-of-use assets | - | 54 | |||
Government grant income | - | (1) | |||
Interest expenses: - |
| ||||
- Lease liabilities interest |
| - | 56 | ||
- Loan interest |
| - | 341 | ||
Interest income |
| - | (228) | ||
Unrealised gain on foreign exchange |
| - | (35) | ||
Cash flow used in operating activities before working capital changes |
| (99) |
| (1,128) | |
Decrease in trade and other receivables | 982 | 1,401 | |||
(Decrease)/increase in trade and other payables | (404) | 1,169 | |||
(Increase)/decrease in amount due from related parties | - | (303) | |||
Cash flow from operating activities |
| 479 |
| 1,139 | |
Interest paid | - | (343) | |||
Interest received |
| - | - | ||
NET CASH FLOW FROM OPERATING ACTIVITIES |
| 479 |
| 796 | |
| |||||
CASH FLOW FOR INVESTING ACTIVITIES |
| ||||
Purchase of property, plant and equipment |
| - | (912) | ||
NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES |
| 479 |
| (912) | |
| |||||
|
| ||||
CASH FLOW FOR FINANCING ACTIVITIES |
| ||||
| |||||
Principle elements of lease payment | - | (93) | |||
NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES |
| - |
| (93) | |
| |||||
Net increase/(decrease) in cash and cash equivalents |
| 479 |
| (209) | |
Effects of foreign exchange translation |
| - |
| (19) | |
Cash and cash equivalents at the beginning of the period |
| 1 |
| 407 | |
Cash and cash equivalents at the end of the period |
| 480 |
| 179 | |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The interim report has been prepared in accordance with UK adopted International Accounting Standards, including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").
As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are presented.
The financial statements are presented in GBP unless otherwise stated and is the currency of the primary economic environment in which the Company now operates. All values are rounded to the nearest thousand pounds ("£'000") except where otherwise indicated.
Change in functional and presentational currency
Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021).