30 Sep 2021 07:00
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside is now considered to be in the public domain.
30 September 2021
nanosynth group plc ("nanosynth", the "Company" or the "Group")
Half Yearly Report to 30 June 2021
nanosynth group plc, the AIM quoted company is pleased to present its unaudited half yearly report for the six-month period ended 30 June 2021.
OVERVIEW
· The financial commentary is set out below and the following events have all occurred post 30 June 2021.
o On 17 August 2021, the Company agreed to return control of Gyrometric Systems Ltd to its founders, leaving the Company with a minority holding of 15%.
o On 23 August 2021, Remote Monitored Systems plc changed its name to nanosynth group plc following shareholder approval at its Annual General Meeting
o On 24 August 2021, the Company agreed to return the mask making machine to Lemu Group for a minimum of €180,000
o On 1 September 2021, Mark Duffin was appointed Chief Executive Officer of nanosynth group plc and Antony Legge reverted to his previous role of non-executive Chairman.
CHAIRMAN'S STATEMENT
The arrival of Mark Duffin as Group CEO on 1 September 2021, has brought a new dynamism to the business. As previously announced, the year to date has posed several challenges as the Company has needed to undertake a number of significant changes. The restructuring of the Group is now nearly completed. The mask manufacturing machine will now be returned to Lemu Group within the next month with cash receipts to follow accordingly, and the manufacturing of the masks is now fully outsourced, leaving the Group free to concentrate on the development of the intellectual property that exists inside Pharm 2 Farm Ltd ("P2F"), the Group's main subsidiary. At the time of the Annual General Meeting, just six weeks ago, we announced that discussions were ongoing regarding several initiatives and we remain confident that these will be concluded satisfactorily in the near term. Sales remains a key focus and the team here is being strengthened with new sales and marketing hires.
There still remains work to be done, but I am confident that after all the developments in the year to date, the Group is positioned to move ahead positively.
Mark Duffin, CEO, commented:
"Since my arrival four weeks ago, it is clear that there is an opportunity within the Group to develop and productise a host of future R&D streams of activity. The depth of scientific knowledge is encouraging and this will support the commercialisation of future products. Notwithstanding this, changes need to be made so that the Group can develop the market opportunities. Significant progress has been made in a short space of time and we're looking forward to the future."
Financial Overview
During the six months to 30 June 2021, the Group recorded revenues from continuing operations of £135,116 compared with £13,563 for the six months to 30 June 2020. The operating loss from continuing operations for the period was £1,194,493 (30 June 2020: £199,740). This includes the previously announced payments to FortOak Rolls Limited (a company wholly owned by Alex Vergopoulos, a former director of the Company) of £150,000 and 8 million shares and options over a further 7 million shares in recognition of services provided. The loss for the period from continuing operations was £1,194,493 (30 June 2020: £202,862). The loss per share was 0.058 pence (30 June 2020: loss per share 0.041 pence).
● Consolidated net assets at 30 June 2021 amounted to £6,943,250 (31 December 2020: £6,896,805).
● Cash and cash equivalent balances at the period end amounted to £4,665,424 (31 December 2020: £3,741,135).
● As at 29 September 2021, the Group had cash and cash equivalents totalling £4,140,540.
● During the period the Company raised £939,225 net of costs through the issue of new shares as a result of the exercise of warrants and options. In addition £1,505,000 was received in respect of shares issued in the previous period.
Acknowledgments
On behalf of the Board, I would like to extend our thanks to our business partners, customers, employees and shareholders for their continued support throughout the period.
Antony Legge
Non-Executive Chairman
ENQUIRIES:
nanosynth group plc
Mark Duffin (Chief Executive Officer) via IFC Advisory
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Peterhouse Capital Limited +44 20 7469 0930
Joint Broker
Lucy Williams
IFC Advisory Ltd +44 20 3934 6630
Graham Herring
Zach Cohen
NANOSYNTH GROUP PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
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For the six month period ended 30 June 2021 |
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Notes | Unaudited 6 months ended 30 June 2021
£ | Unaudited 6 months ended 30 June 2020 (restated) £ |
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Revenue | 135,116 | 13,563 |
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Cost of sales | (99,285) | (24,750) |
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Gross profit/(loss) | 35,831 | (11,187) |
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Administration expenses | (1,230,324) | (188,553) |
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Operating Loss | (1,194,493) | (199,740) |
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Finance income | - | 55 |
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Finance costs | - | (3,177) |
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Loss before income tax | (1,194,493) | (202,862) |
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Income tax | - | - |
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Loss for the period from continuing operations | (1,194,493) | (202,862) |
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Profit/(loss) for the period from discontinued operations | 2,483 | (34,199) |
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Total comprehensive income for the period | (1,192,010) | (237,061) |
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Loss and total comprehensive income attributable to: | |||||
Equity holders of the parent | (1,175,284) | (230,705) | |||
Non-controlling interests | (16,726) | (6,356) | |||
Earnings per ordinary share attributable to owners of the parent during the period (expressed in pence per share) |
4 |
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Basic and diluted - continuing operations | (0.058) | (0.035) |
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Basic and diluted - discontinued operations | 0.000 | (0.006) |
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Basic and diluted - total | (0.058) | (0.041) |
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NANOSYNTH GROUP PLC CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION | ||||
As at 30 June 2021 | Unaudited 30 June 2021 | Audited 31 December 2020 | Unaudited 30 June 2020 | |
Note | £ | £ | £ | |
Non-current assets | ||||
Intangible assets | 1,764,419 | 1,764,419 | 371,045 | |
Property, plant and equipment | 258,206 | 25,661 | 8,190 | |
Total non-current assets | 2,022,625 | 1,790,080 | 379,235 | |
Current Assets | ||||
Trade and other receivables | 277,983 | 1,925,987 | 25,360 | |
Corporation tax | 1,396 | 1,396 | - | |
Inventories | 497,168 | 63,491 | 15,017 | |
Assets classified as held for sale | 10,786 | - | - | |
Cash and cash equivalents | 4,662,778 | 3,741,135 | 254,523 | |
Total current assets | 5,450,111 | 5,732,009 | 294,900 | |
TOTAL ASSETS | 7,472,736 | 7,522,089 | 674,135 | |
Equity attributable to owners of the parent | ||||
Share capital | 3 | 5,805,331 | 5,795,751 | 5,448,924 |
Share premium | 13,674,215 | 12,445,569 | 6,876,182 | |
Convertible loan stock | 2,000 | 2,000 | 106,000 | |
Other reserves | 1,319,214 | 1,675,276 | (464,441) | |
Translation reserve | 92,181 | 92,181 | 92,181 | |
Retained loss | (13,852,286) | (13,033,293) | (11,872,756) | |
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | 7,040,655 | 6,977,484 | 186,090 | |
Non-controlling interests | (97,405) | (80,679) | (54,401) | |
TOTAL EQUITY | 6,943,250 | 6,896,805 | 131,689 | |
Current liabilities | ||||
Trade and other payables | 252,340 | 333,087 | 477,821 | |
Social security and other taxes | 204,112 | 242,322 | - | |
Lease liabilities | - | 29,500 | 29,500 | |
Liabilities classified as held for sale | 73,034 | - | - | |
Total current liabilities | 529,486 | 604,909 | 507,321 | |
Non-current liabilities | ||||
Lease liabilities | - | 7,375 | 22,125 | |
Provisions | - | 13,000 | 13,000 | |
Total non-current liabilities | - | 20,375 | 35,125 | |
TOTAL LIABILITIES | 529,486 | 625,284 | 542,446 | |
TOTAL EQUITY AND LIABILITIES | 7,472,736 | 7,522,089 | 674,135 | |
NANOSYNTH GROUP PLC CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | ||||||||||||
For the six month period ended 30 June 2021 | ||||||||||||
Attributable to owners of the parent | ||||||||||||
Share capital | Share premium | Convertible loan stock | Other reserves | Translation reserve | Retained Loss | Minority Interests | Total |
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£ | £ | £ | £ | £ | £ | £ | £ |
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As at 1 January 2020 | 5,128,124 | 6,822,694 | 103,000 | (475,153) | 92,181 | (11,642,051) | (48,045) | (19,250) |
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Loss and total comprehensive income for the period | - | - | - | - | - | (230,705) | (6,356) | (237,061) |
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Shares and warrants issued (net of costs) | 320,800 | 53,488 | - | 10,712 | - | - | - | 385,000 |
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Cumulative interest on loan stock | - | - | 3,000 | - | - | - | - | 3,000 |
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Transactions with owners, recognised directly in equity | 320,800 | 53,488 | 3,000 | 10,712 | - | - | - | 388,000 |
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As at 30 June 2020 | 5,448,924 | 6,876,182 | 106,000 | (464,441) | 92,181 | (11,872,756) | (54,401) | 131,689 |
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As at 1 January 2021 | 5,795,751 | 12,445,569 | 2,000 | 1,675,276 | 92,181 | (13,033,293) | (80,679) | 6,896,805 |
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Loss and total comprehensive income for the period | - | - | - | - | - | (1,175,284) | (16,726) | (1,192,010) |
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Shares issued (net of costs) | 9,580 | 1,227,845 | - | (78,183) | - | - | - | 1,159,242 |
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Warrants exercised | - | 801 | (801) | - | - | - | - |
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Share based payments issued | - | - | - | 79,213 | - | - | - | 79,213 |
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Share based payments expired/exercised | - | - | - | (356,291) | - | 356,291 | - | - |
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Transactions with owners, recognised directly in equity | 9,580 | 1,228,646 | - | (356,062) | - | 356,291 | - | 1,238,455 |
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As at 30 June 2021 | 5,805,331 | 13,674,215 | 2,000 | 1,319,214 | 92,181 | (13,852,286) | (97,405) | 6,943,250 |
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NANOSYNTH GROUP PLC CONSOLIDATED STATEMENT OF CASH FLOW |
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For the six month period ended 30 June 2021 |
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Unaudited 6 months ended 30 June 2021
| Unaudited 6 months ended 30 June 2020 (restated) | |||||
Note | £ | £ |
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Cash Flows from Operating Activities |
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Loss for the period on continuing activities | (1,194,493) | (202,862) |
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Profit/(loss) for the period from discontinued operations | 2,483 | (34,199) |
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Depreciation of property, plant and equipment | 6,086 | 2,789 |
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Share based payments | 299,230 | - |
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Profit on business disposal | - | (1) |
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Release of lease liabilities and provision | (29,253) | - |
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Impairments and amortisation | - | 7,300 |
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Finance costs | - | 3,177 |
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Finance income | - | (69) |
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(Increase) in inventories | (433,677) | (428) |
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Decrease in trade and other receivables | 135,140 | 40,730 |
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(Decrease) in provisions | - | (7,500) |
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(Decrease) in trade and other payables | (46,544) | (47,776) |
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Cash used in operations | (1,261,028) | (238,839) |
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Interest expense | - | (177) |
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Net cash used in operating activities | (1,261,028) | (239,016) |
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Cash Flows used in Investing Activities |
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Purchases of property, plant and equipment | (238,908) | - |
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Proceeds from disposal of property, plant and equipment | - | 160,274 |
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Proceeds from disposal of goodwill | - | 1 |
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Interest income | - | 69 |
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Net cash (used)/generated in investing activities | (238,908) | 160,344 |
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Cash Flows from Financing Activities |
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(Repayments of)/net proceeds from borrowings | - | (60,825) |
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Repayments of lease liabilities | (20,000) | (14,750) |
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Issue of shares and warrants, net of issue costs | 2,444,225 | 334,000 |
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Net cash generated from financing activities | 2,424,225 | 258,425 |
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Net increase in cash and cash equivalents | 924,289 | 179,753 |
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Cash and cash equivalents at beginning of period | 3,741,135 | 74,770 |
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Cash and cash equivalents at end of period | 7 | 4,665,424 | 254,523 |
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NOTES TO THE INTERIM RESULTS:
1. General information and accounting policies
The principal activity of nanosynth group plc ("the Company") and its subsidiaries (together "the Group") is the development of nano-particle technology with associated applications within Pharm 2 Farm Ltd and the provision of intelligence services and security risk management within Cloudveil.
The Company is a public limited company, incorporated and domiciled in the United Kingdom, with its shares traded on the London Stock Exchange's AIM. Its registered office is: 27-28 Eastcastle Street, London W1W 8DH.
This announcement is for the unaudited interim results for the period ended 30 June 2021.
The Directors approved these unaudited interim results on 29 September 2021.
2. Basis of preparation
The condensed consolidated interim financial information (the "Financial Information") has been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this Financial Information. The Financial Information should be read in conjunction with the annual financial statements for the year ended 31 December 2020. The interim financial statements have been prepared in accordance with UK-endorsed International Financial Reporting Standards (IFRSs) which have not differed from the previously EU endorsed IFRS, and hence the previously reported accounting policies still apply. In the opinion of the Directors the Financial Information for the period represents fairly the financial position, results from operations and cash flows for the period in conformity with generally accepted accounting principles consistently applied.
The Financial Information set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. The Financial Information has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the United Kingdom. Statutory financial statements for the year ended 31 December 2020 were approved by the Board of Directors on 8 June 2021 and subsequently delivered to the Registrar of Companies and are also available on the Group's website: www.nanosynthgroup.com.
The 2021 Financial Information of the Group has not been audited.
These interim results are presented in sterling rounded to the nearest pound.
Going concern basis
The interim financial information has been prepared assuming that the Group will continue as a going concern. As at 29 September 2021, the group had cash and cash equivalents totalling £4,140,540.
The operational requirements of the Group comprise of maintaining Head Office operations in the UK alongside its UK divisions. The Directors have reviewed the Group's working capital forecasts and whilst both divisions will require ongoing funding from nanosynth to achieve sales growth, the directors do not believe that further funds will need to be raised at the present time given the current cash resources.
Risks and uncertainties
The Board continuously assesses and monitors the key risks facing the business. The key risks that could affect the Group's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2020 Annual Report and Financial Statements. The Group is exposed to market risks (including foreign exchange risk and price risk), credit risk and to a limited extent, interest rate risk and liquidity risk.
Critical accounting estimates and judgements
The preparation of Financial Information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information, are disclosed in Note 4 of the Group's 2020 Annual Report and Financial Statements.
Accounting policies
There have been no changes to the Group's accounting policies, presentation, and methods of computation in this Financial Information compared to those which were applied in the preparation of the Group's Annual Financial Statements for the year ended 31 December 2020.
The comparative information for the six months ended 30 June 2020 has been restated to reflect discontinued operations.
3. Share capital
During the period 13 January 2021 to 12 February 2021, 38,801,755 options were exercised by Paul Ryan, a former director raising £336,000. In addition, on 23 February 2021 8,000,000 ordinary shares were issued to Trevor Brown in place of his remaining 14,801,756 share options and directors fees.
On 23 February 2021, 5,000,000 ordinary shares were issued to John Richardson in recognition of his work supporting the company and Pharm2Farm over the year and his salary sacrifice taken in 2020. Also on that date 8,000,000 ordinary shares were issued to Ordian Ltd, a company wholly owned by Alex Vergopoulus in recognition of services provided.
On each of 29 January 2021 and 15 April 2021 6,000,000 warrants were exercised raising £30,000.
4. Earnings per share
Basic earnings per share have been calculated by dividing the loss attributable to equity holders of the Company after taxation by the weighted average number of shares in issue during the period. There is no difference between the basic and diluted earnings per share as the effect on the exercise of options and warrants would be to decrease the earnings per share.
6 months ended30 June 2021
| 6 months ended 30 June 2020 (restated) | |
Basic and Diluted | £ | £ |
Loss after taxation on continuing operations | (1,194,493) | (202,862) |
Profit/(loss) after taxation on discontinued operation | 2,483 | (34,199) |
Total loss after taxation | (1,192,010) | (237,061) |
Weighted average number of shares | 2,052,536,524 | 573,133,713 |
Earnings per share (pence) | ||
On continuing operations | (0.058) | (0.035) |
On discontinued operations | 0.000 | (0.006) |
On total operations | (0.058) | (0.041) |
5. Disposal of business
On 17 August 2021 approval was received by the shareholders, to return control of the GyroMetric Systems business to its founders at a consideration of £1 in accordance with an agreement announced by the directors in June 2021. The Company will retain an interest of 15% of the share capital of Gyrometric Systems Ltd.
The operations of Gyrometric have been classed as discontinued in these interim financial statements and the assets and liabilities of the operations classified as for sale at the lower of carrying value or expected net proceeds.
6. Dividends
No dividend has been declared or paid by the Company during the six months ended 30 June 2021 (2020: nil).
7. Cash and cash equivalents
Included within assets classified as held for sale is an amount of cash and cash equivalents totalling £2,646.
8. Events after the reporting period
The following events have all occurred post 30 June 2021.
· On 17 August 2021, the Company agreed to return control of Gyrometric Systems Ltd to its founders, leaving the Company with a minority holding of 15%.
· On 23 August 2021, Remote Monitored Systems plc changed its name to nanosynth group plc following shareholder approval at its Annual General Meeting
· On 24 August 2021, the Company agreed to return the mask making machine to Lemu Group for a minimum of €180,000
· On 1 September 2021, Mark Duffin was appointed Chief Executive Officer of nanosynth group plc and Antony Legge reverted to his previous role of non-executive Chairman.
9. Approval of the interim financial information
The condensed Financial Information was approved by the Board of Directors on 29 September 2021.