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Limitless Earth Plc - Final ResultsLimitless Earth Plc - Final Results
PR Newswire
London, July 30
31 July 2019
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Final Results for the year to 31 January 2019 and Notice of AGM
The Company announces its final results for the year to 31 January 2019.
The Company also announces that its Annual General Meeting will be held at 10:00 a.m. on 24 September 2019 at 2nd Floor, 2 London Wall Buildings, London, EC2M 5PP.
The Annual Report and Accounts for the year ended 31 January 2019, together with the Notice of Annual General Meeting will shortly be posted to shareholders and uploaded to the Company’s website www.limitlessearthplc.com.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Limitless Earth plc +44 (0) 7780 700 091
Guido Contesso www.limitlessearthplc.com
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Nominated Adviser www.cairnfin.com
Jo Turner/Tony Rawlinson
Peterhouse Corporate Finance Limited +44 (0) 20 7469 0930
Broker www.pcorpfin.com
Peter Greensmith/Charles Goodfellow
Chairman’s Statement
We focus on identifying opportunities where the changing patterns of consumer behaviour and population are key drivers of growth and we target investments which demonstrate the potential to generate substantial returns through capital appreciation.
Working within the broader field of demographic trend investing, we have initially concentrated on cleantech (Saxa Gres), life sciences (Chronix) and technology (V-Nova and Exogenesis).
The board is acutely aware of the importance of making the right investment in the right sector at the right time and has considered and will continue to consider a broad range of attractive opportunities that are sourced by the board or are introduced to it and will chose to invest in only the best of these.
The Company is well funded with cash and cash equivalents at the reporting date of £530,863.
To date, we have made investments which have varied in nature from equity to convertible loans in four companies.
These are:
The Investments
Saxa Gres S.p.A, a turn-around circular economy company which specialises in an innovative tile production process , has been extremely successful in expanding its operations by competitor acquisitions and this has enabled it to satisfy the increasing demands for its products while attracting valuable funding from relevant institutional investors
Saxa’s founders, management and professionals have demonstrated outstanding achievements in terms of the development of its operations, sales, product expansion and integration of its acquisitions.
V-Nova Ltd. is a London-headquartered technology company providing next-generation compression solutions that address the ever-growing media processing and delivery challenges. V-Nova as an IP Software company has developed an innovative video and imaging compression technology, with a valid proof of revenues and concept also in relevant emerging markets countries.
V-Nova provides solutions spanning the entire media delivery chain, including content production, contribution, storage and distribution to end users.
LME is pleased to learn that Moving Picture Experts Group (MPEG) has selected V-Nova’s technology to become a new standard (MPEG5-Part2), which is expected to yield V-Nova a recurring revenue stream for a long period.
V-Nova’s management have helped ensure that the company’s technology is becoming an integrated world standard. LME is optimistic that V-Nova may now be at a stage of development where it will be able to exploit its years of hard work and, importantly, recoup its investment to date as it progresses towards reaching profitability and expanding V-Nova’s patented capabilities in as many verticals as possible.
Chronix Biomedical, inc., is a privately-owned biotech company founded in 1997 which specialises in simple blood tests (liquid biopsies) for real-time monitoring of the effectiveness of cancer drugs, including immunotherapies, and rejection of transplanted organs. The Cancer test is based on a patented technology whereby the Company can identify gains and losses in cell free DNA that allow them to determine if a cancer therapy is working. The transplant test allows the Company to determine if the organ that is transplanted is being accepted or rejected, and thereby allows the physician to alter the immunosuppressive drug regimen given to the patient.
In June 2018, Chronix signed it first commercial agreement with a large EU-based lab group, which already processes more than 150,000 laboratory samples daily, providing an exclusive licence for Germany, Austria, Switzerland and Belgium. The contract is for 15 years and Independent research analysts have estimated the net present value of the licensing payments to Chronix over the life of the agreement to be approximately $92 million.
We value and recognise the considerable achievements of Chronix’s management and understand that additional partnership agreements need to be secured in order to increase revenue, exploit its potential and, ultimately, drive company valuation. Chronix’s management is actively raising funds to support such growth and to allow it to file additional patents. The Company expects to be profitable in 2-3 years.
Exogenesis Corporation is a Boston-based nanotech firm which specialises in modifying and controlling the surface of objects at a nanoscale level, through accelerated particle beam processing, to avoid needing to apply coatings. Application of the company’s technology can improve the safety and efficacy of implantable medical devices and improving the performance of optics, glass and a variety of substrates used in the laser, memory and semiconductor industries.
We recognise the Exogenesis’ technological achievements and, as it has still to prove its revenue streams, await news of its first commercial deals which are expected to be linked to its existing vertical sectors.
Guido Contesso
Chief Executive Officer
Income Statement and Statement of Comprehensive Income
for the year ended 31 January 2019
| Year ended 31 January | Year ended 31 January | ||
| 2019 | 2018 | ||
| Continuing operations | £ | £ | |
| Investment income | 47,312 | 54,103 | |
| Total income | 47,312 | 54,103 | |
| Administrative expenses | (184,391) | (218,741) | |
| Foreign currency exchange gain | 108,541 | - | |
| Operating loss and Loss before taxation | (28,538) | (164,638) | |
| Taxation | - | - | |
| Loss for the year | (28,538) | (164,638) | |
| Total comprehensive loss for the year | (28,538) | (164,638) | |
| Earnings per share: | |||
| Basic and diluted earning per share | (0.04p) | (0.25p) |
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2019
| 2019 | 2018 | ||
| £ | £ | ||
| Non-current assets | |||
| Financial asset investments | 1,711,809 | 1,603,268 | |
| Current assets | |||
| Trade and other receivables | 33,289 | 39,128 | |
| Cash and cash equivalents | 530,863 | 648,333 | |
| Current and Total Assets | 2,275,961 | 2,290,729 | |
| Current Liabilities | |||
| Trade and other payables | (67,490) | (53,720) | |
| Net Assets | 2,208,471 | 2,237,009 | |
| Equity | |||
| Issued Share Capital | 654,000 | 654,000 | |
| Share Premium | 2,350,630 | 2,350,630 | |
| Share warrant reserve | 14,095 | 14,095 | |
| Retained Earnings | (810,254) | (781,716) | |
| Total Equity | 2,208,471 | 2,237,009 |
Statement of Changes in Equity
for the year ended 31 January 2019
| Share capital | Share premium | Share warrant reserve | Retained earnings | Total | |
| £ | £ | £ | £ | £ | |
| At 31 January 2017 | 654,000 | 2,350,630 | 14,095 | (617,078) | 2,401,647 |
| Changes in Equity for the period ended 31 January 2018 | |||||
| Total comprehensive loss for the year | - | - | - | (164,638) | (164,638) |
| At 31 January 2018 | 654,000 | 2,350,630 | 14,095 | (781,716) | 2,237,009 |
| Changes in Equity for the period ended 31 January 2019 | |||||
| Total comprehensive loss for the year | - | - | - | (28,538) | (28,538) |
| At 31 January 2019 | 654,000 | 2,350,630 | 14,095 | (810,254) | 2,208,471 |
Statement of Cash Flows
for the year ended 31 January 2019
| Notes | Year ended 31 January | Year ended 31 January | |
| 2019 | 2018 | ||
| £ | £ | ||
| Cash flows from operating activities | |||
| (Loss) for the year before tax | (28,538) | (164,638) | |
| Investment income | (47,312) | (54,103) | |
| Foreign currency exchange gain | (108,541) | - | |
| Decrease/ (increase) in receivables | 5,839 | 5,974 | |
| (Decrease)/ increase in payables | 13,770 | (27,762) | |
| Net cash outflow from operating activities | (164,782) | (240,529) | |
| Cash flows from investing activities | |||
| Investment income received net | 47,312 | 54,103 | |
| Purchase of investments | - | (306,825) | |
| Net cash outflow from investing activities | 47,312 | (252,722) | |
| Net decrease in cash and cash equivalents during the year | (117,470) | (493,251) | |
| Cash at the beginning of year | 648,333 | 1,141,584 | |
| Cash and cash equivalents at the end of the year | 530,863 | 648,333 |
Notes
1.General information
Limitless Earth Plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is 30 Percy Street, London, W1T 2DB.
The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are important drivers of growth. The Company intends to focus initially on projects located in Europe but will also consider investments in other geographical regions. The Company may become an active investor, acquire controlling stakes or minority positions, in each case, as the Board considers appropriate and commercial.
The financial statements are presented in British Pounds Sterling, the currency of the primary economic environment in which the Company’s operates from.
The summary above is an extract of the report and accounts to 31 January 2018, which should be read in full. References to page numbers and notes are in relation to the full report which is available on the Company’s website.
2.Summary of Significant Accounting Policies
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by the European Union applicable to companies reporting under IFRSs. The financial statements have also been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed later in these accounting policies.
Going Concern
The directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted by the Company
The company has applied the following standards and amendments for the first time for its annual reporting period commencing 1 February 2018:
IFRS 9 Financial Instruments; IFRS 15 Revenue from contracts with customers; Annual improvements 2014-2016 cycle;Impact of adoption of IFRS 9
The classification and measurement requirements of IFRS 9 have been adopted with effect from the date of initial application on 1 February 2018. However, the Company has chosen to take advantage of the option not to restate comparatives. Therefore, the 2018 figures are presented and measured under IAS 39. The following table shows the original measurement categories in accordance with IAS 39 and the new measurement categories under IFRS 9 for the Company’s financial assets and financial liabilities as at 1 February 2018:
| 1 February 2018 | IAS 39 classification | IAS 39 measurement | IFRS 9 classification | IFRS 9 measurement |
| £ | £ | |||
| Financial assets | ||||
| Cash and cash equivalents | Loans and receivables | 648,333 | Amortised cost | 648,333 |
| Financial assets at fair value through profit or loss | Held for trading at fair value through profit or loss | 1,603,268 | Fair value through profit or loss | 1,603,268 |
| Financial liabilities | ||||
| Payables | Other financial liabilities | 53,720 | Amortised cost | 53,720 |
3.Investments held for trading
| 2019 £ | 2018 £ | |
| At 1 February | 1,603,268 | 1,296,443 |
| Cost of investment purchases | - | 306,825 |
| Foreign currency exchange gain | 108,541 | - |
| Fair value adjustment | - | - |
| 31 January – Investments at fair value | 1,711,809 | 1,603,268 |
| Categorised as: | ||
| Level 3 – Unquoted investments | 1,711,809 | 1,603,268 |
| 1,711,809 | 1,603,268 |
Chronix Biomedical Inc (“ Chronix”)
On 8 October 2015 the Company made an investment in Chronix of US$500,000 (approximately £329,511) in the series I round of convertible preference stock (“Series I Stock”) at a price of US$0.40 per share. On a fully diluted basis, considering all classes of common and preference stock in issue, at the date of investment, Limitless’ investment represented 0.72% of Chronix’s issued share capital and values Chronix at approximately US$69 million.
V Nova International Ltd (“V-Nova”)
On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova, a company that specialises in Advanced Signal & Data Compression Solutions. The investment was through the acquisition of £500,000 worth of Convertible loan notes. On 4 April 2017, these notes were converted into 7,284,382 Series B1 Participating shares at a 20% discount to the preferential valuation of V-Nova at the time, of £100 million.
Saxa Gres S.A (”Saxa”)
On 23 December 2015, the Company invested €350,000 (approximately £258,830) in Saxa. As a first round subscriber, Limitless has also been granted an option to acquire 1.1655 per cent. of the equity in Saxa at nominal value with the intention that, once the bonds have been repaid, Limitless will be able to maintain an interest in Saxa of approximate value to the bond investment.
On 21 March 2017, Limitless announced that it had increased its investment in Saxa Gres by acquiring a further 267 Notes for a value of €267,000. These Notes were also accompanied by options to acquire shares in Saxa Gres, in this case to acquire another 1.333% of its equity share capital with each option having an exercise price of €1. In total, Limitless has options to acquire approximately 2.5% of the equity share capital of Saxa Gres at an exercise price of €1 per share.
On 16 November 2017, the company announced that it had made a further investment in Saxa Gres S.p.A. of approximately EUR €75,000. Saxa Gres was raising funds, via an increase in its share capital, in order to invest in a new production line, it required to meet a significant increase in orders. Limitless participated alongside two sizable credit funds in order to maintain its interest in Saxa Gres.
Exogenesis
On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology company which has developed nanoscale surface modification technology to, inter alia, improve the safety and efficacy of implantable medical devices and is being used to develop next generation microscopy tools for DNA analysis.
The Company invested US$300,000 (approximately £200,000) in the Exogenesis senior convertible notes which accrued an 8 % annual interest (“Notes”). The Notes, together with accrued interest, are convertible into Exogenesis series B preferred stock at a price of US$0.382 per share or, at the option of Limitless, into Exogenesis series C preferred stock at a 20 % discount to the issue price at the time of the next financing.
On 9 June 2017, the Company extended the maturity date of the loan notes to 31 December 2017 from 30 June 2017 and lowered the conversion threshold amount to $2,500,000. Upon the cash financing being achieved and the maturity date being reached, the notes were then converted into series B preferred stock at the agreed price.
4.Earning Per Share
(a) Basic
Basic earning per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
| 2019 | 2018 | |
| £ | £ | |
| Loss from continuing operations attributable to equity holders of the company | (28,538) | (164,638) |
| Weighted average number of ordinary shares in issue | 65,400,000 | 65,400,000 |
| Pence | Pence | |
| Basic negative earning per share from continuing operations | (0.04) | (0.25) |
b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. No share warrants outstanding at 31 January 2019 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of ordinary shares for the purposes of calculating diluted earnings per share. Details of warrants outstanding are given in note 17.