PPG.L Regulatory News (PPG)

 30 January 2013

IPSO Ventures plc

Interim Report

for the six month period ended 31 October 2011

IPSO Ventures plc (AIM: IPS) ("IPSO", the "Company" or the "Group"), the technology commercialisation business, announces its interim results for the six month period ended 31 October 2012.

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Chairman's letter

During the period management sought to realise and enhance the value of the portfolio where it could but this has proved to be difficult. Certain of the portfolio companies have raised additional capital diluting IPSO's shareholding and the continued costs of maintaining the AIM listing have weighed heavily on the Company. It is for these reasons that the board sought to take the portfolio private and remove from it the costs of the AIM listing. This resulted in the demerger proposals which were announced on 28th December 2012.

The General Meeting to approve the demerger and other matters was held on 14 January 2013 and all resolutions were passed. The Court approved the demerger earlier today. The demerger will be completed on 1 February 2013..

Board changes

As you will be aware Nick Rodgers, the Company's chief executive, stepped down from the board on 14 January at the conclusion of the General Meeting and I would like to thank him for his contribution to the Company and wish him well for the future. John Kelly will also step down from the board on 1 February and I would like to thank him for his help and advice over the last two years. I will also step down from the board after a short handover period with the new management of the Company.

Financial review

The Group's net loss for the period was £284,882 and reflects a further write down of £223,375 as well as the continued costs of maintaining the AIM listing. No further investments were made during the period and cash costs were kept to a minimum where possible. The income for the six months was £31,600 compared with £60,382 for the comparable period last year. Operating costs, which were further reduced in the six months to 31 October 2012, were £104,278 (2011 - £231,680) and does not include any directors' remuneration as none was taken in the period.

Cash and short term investments as at 31 October 2012 totalled £4,827.

Portfolio analysis by sector

The analysis of the portfolio set out below shows the position as at 31 October 2012 but does not reflect any events since that date:

* This sector includes investments which are accounted for as subsidiaries in the Group accounts. The adjustment row eliminates the carrying value of these subsidiaries in order to arrive at the consolidated investment value for the Group's remaining equity investments, as shown in the statement of financial position.

Portfolio activity in the six months to 31 October 2012

During the period under review there have been a number of developments in the portfolio. 

·; In August Polyfect Solutions raised additional monies thereby diluting IPSO's shareholding to 22%

·; In August IPSol Energy raised a further round of funding from external investors diluting IPSO's shareholding to 23%;

·; In August Lantor's option to licence the technology owned by Cambridge Meditech expired when the ownership of Lantor changed;

·; In September Axilica made the decision to reduce its activities to a minimum;

·; In October IPSO sold its wholly owned subsidiary, IPSO Capital for £23,000 in cash.

The effect of these events has been reflected in the valuation of the portfolio companies set out above.

Events after the reporting period

Since the period end the Board has agreed a fundraising of £360,000 and a disposal of its operating subsidiary Ipso Management which were both approved by shareholders at the General Meeting of the Company held on 14 January 2013 and the arrangements have also been approved by the Court . The creditors of the Company and its subsidiaries will now be paid and a further sum will be paid into Ipso Management as working capital.

On 1 December 2012 the Company's interest in Cambridge Meditech was transferred to the Company's operating subsidiary Ipso Management.

On 14 January 2013 the whole of the amounts due from IPSO Management Limited to the Company were formally waived by the Company. These amounts had previously been provided for in full by the Company.

Going concern

The new funding and reorganisation described in the "Events after the reporting period" section above should give IPSO Ventures plc sufficient funding for at least 12 months.

Outlook and strategy

Assuming that the new fundraising and reorganisation are approved by the Court, then I believe the outlook for the Company is positive although my colleagues will not be involved in the Company following the General Meeting and my involvement is likely to cease shortly thereafter. Assuming that Ipso Management has a modest amount of working capital available to it then there is a reasonable opportunity for the realisation of the portfolio to create value for shareholders.

Craig Rochford

Executive Chairman

30 January 2013

All results derive from continuing operations.

Condensed consolidated statement of changes in equity

for the six months ended 31 October 2012

Attributable to equity holders of the Group

The financial statements were approved by the Board of Directors and authorised for issue on 30 January 2013. They were signed on its behalf by:

Craig Rochford

Director

30 January 2013

Notes to the condensed set of financial statements

for the six months ended 31 October 2012

1. General information

The financial information for the six months ended 31 October 2012 is unaudited and has been prepared in accordance with the accounting policies set out in the Group's Annual Report for the year ended 30 April 2012. The financial information for the six months ended 31 October 2011 is also unaudited and the results have not been reviewed by the Group's auditors. The financial information relating to the year ended 30 April 2012 has been extracted from the full report for that year. The report of the auditors on the 2012 accounts was unqualified, it did draw attention to the statements on going concern by way of emphasis of matter but did not contain a statement under section 498(2) or (3) Companies Act 2006. The statutory accounts for the year ended 30 April 2012 were approved at the Group's Annual General Meeting on 21 January 2013 and have been delivered to the Registrar of Companies.

2. Events after the reporting period

Since the period end the Board has agreed a fundraising of £360,000 and a disposal of its operating subsidiary Ipso Management which were both approved by shareholders at the General Meeting of the Company held on 14 January 2013 and have also been approved by the Court. The creditors of the Company and its subsidiaries will now be paid and a further sum will be paid into Ipso Management as working capital.

On 1 December 2012 the Company's interest in Cambridge Meditech was transferred to the Company's operating subsidiary Ipso Management.

On 14 January 2013 the whole of the amounts due from IPSO Management Limited to the Company were formally waived by the Company. These amounts had previously been provided for in full by the Company.

3. Going concern

As at 31 October 2012 the Group had £4,827 of cash and cash equivalents and incurred a loss of £284,882 for the six months then ended. The Directors are confident that the new funding and reorganisation described in the events after the reporting period section above will now be completed and that should provide sufficient funding for at least 12 months. 

Having considered the matters set out above the Directors have a reasonable expectation that the Group will be able to meet its liabilities as they fall due for the foreseeable future. Therefore, the Directors consider it appropriate to prepare the Group's financial statements on the going concern basis.

4. Accounting policies

The annual financial statements of the Group are prepared in accordance with IFRS as adopted by the EU. The condensed set of financial statements included in this Interim Report has been prepared in accordance with International Accounting Standard ('IAS') 34 'Interim Financial Reporting', as adopted by the EU.

Basis of preparation

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual financial statements. No new standards that have become effective during the period have had a material effect on the Group's financial statements.

5. Business segments

In accordance with IFRS 8, the Group is required to define its operating segments based on the internal reports presented to its chief operating decision maker in order to allocate resources and assess performance. The chief operating decision maker is the Chief Executive. The reportable segments for revenue and cost purposes are Consultancy & Portfolio Management and Healthcare. The principal assets of the Group being its investment portfolio are reported by investment sector in the Interim Management Statement.

The accounting policies of the reportable segments are the same as the Group's accounting policies. Administrative costs incurred in the Portfolio Management segment are not allocated to the various reportable segments; each segment incurs its own administrative costs.

No geographical information is provided because the Group only operates in the United Kingdom.

5. Business segments (continued)

6. Earnings/Loss per share

The basic earnings/loss per share is calculated by dividing the profit/loss attributable to ordinary shareholders by the weighted average number of 39,421,882 ordinary shares of outstanding during the six months ended 31 October 2012 (2011: 29,331,037).

There were no dividends for the six months ended 31 October 2012 or the six months ended 31 October 2011.

There were no potentially dilutive share options over ordinary shares in the Group outstanding at the period end and therefore the dilutive earnings per share are equal to the basic earnings per share.

7. Property, plant and equipment

8. Investments

The Group held the following investments in unquoted companies:

All of the available-for-sale investments, held at fair value through profit and loss, were designated as such upon initial recognition.

9. Other receivables

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

10. Cash and cash equivalents

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value.

11. Trade and other payables

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the carrying amount of trade payables approximates to their fair value.

The Directors confirm to the best of their knowledge that:

a) the financial information in the condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the EU; and

b) the interim management report includes a fair review of the information required by the FSA's Disclosure and Transparency Rules (4.2.7 R and 4.2.8 R).

By order of the Board

Craig Rochford

Executive Chairman

30 January 2013