PPG.L Regulatory News (PPG)

RNS Number : 2066Q

Ipso Ventures PLC

30 July 2010

 

PRELIMINARY RESULTS 2010

 

IPSO Ventures plc (AIM: IPS) ("IPSO", the "Company" or the "Group"), the demand led technology commercialisation business, is pleased to announce its unaudited preliminary results for the year ended 30 April 2010.

 

Highlights:

 

·; Established IPSol Energy, the UK's first commercial solar photovoltaic test business

 

·; Value added to portfolio companies:

 

§ Therakind - further 22% uplift in value

§ Medermica - potential licensee engagement

§ Axilica - negotiations with potential acquirers

§ Polyfect - technical due diligence agreement

 

·; Increased revenues from £27,000 to £83,000

 

Simon Hunt, Chairman of IPSO, said: "This financial year has been a tough one for the sector and, particularly, for IPSO due to working capital constraints, despite a strongly maturing portfolio. We have taken appropriate steps to address this by reducing our cost base to suit the circumstances. We believe that, through these changes, we have an opportunity to deliver greater profitability going forward. We are also excited about the opportunities for new business that we have identified from our discussions with our industrial partners.

 

We are very pleased to have secured new funding of £325,000, of which £125,000 is subject to shareholder approval, on 27 July 2010 from a group of experienced investors. This provides IPSO with the platform from which to deliver on our plans."

 

For further information, please contact:

 

IPSO Ventures plc Simon Hunt, Executive Chairman Nick Rodgers, Chief Executive Officer	Tel: 020 7921 2990 simon@ipsoventures.com nick@ipsoventures.com www.ipsoventures.com
Allenby Capital Limited Nick Naylor Nick Athanas	Tel: 020 3328 5656 www.allenbycapital.com
Rawlings Financial PR Limited Catriona Valentine	Tel: 01653 618 016 catriona@rawlingsfinancial.co.uk www.rawlingsfinancial.co.uk

 

Company description:

 

IPSO creates commercial value from technology and its business model is entirely demand driven. It works closely with its industrial collaborators to identify the demand for new innovative technologies and then, through its strong relationships with research institutions, sources technologies which could meet those needs. Much of this technology requires considerable further work by IPSO before it can be sold to industry as a developed product. IPSO creates businesses and provides expertise, strategic direction, human and seed capital, as well as corporate finance advice.

 

For industrial collaborators, IPSO provides a mechanism to identify and develop technologies which could be of significant value to their businesses, and removes the risk to them of acquiring raw, unproven and undeveloped technology.

 

For research institutions, IPSO provides greater certainty that their technology will find commercial success.

 

 

CHAIRMAN AND CHIEF EXECUTIVE'S REVIEW

 

This has been a particularly difficult year for IPSO due to the Group's working capital constraints. Despite this we are pleased to report that the underlying portfolio companies have been performing strongly. We have also been provided with very clear ideas of future demand from our industrial partners. We remain of the belief that we have excellent access to technologies to enable us to develop products and solutions to meet this demand. Areas that we are currently investigating include electric vehicle infrastructure, energy efficient buildings and telehealthcare.

 

We have been held back in making new investments during the year by the lack of significant funds available for investment. Despite this we have still been able to make progress as detailed below.

 

Investments

As well as providing significant hands-on management, human capital and administrative support to our portfolio companies, we have invested a further £307,000 during the year.

 

Healthcare

 

Our joint venture with Imperial Innovations plc, Medermica Limited, which is developing wound management and other diagnostic and measurement technologies, received further funding of £135,000 from IPSO during the period. A new patent application relating to a novel technology for the measurement of pH was filed in May 2009. This innovative pH measuring device works with ultra small volumes of liquid and is cheap, accurate, rapid and disposable. Further development of the prototype devices has taken place and discussions have commenced with potential licensees.

 

Process and Software

 

An additional £25,000 was invested in Axilica Limited, alongside a similar amount from the East Midlands Early Growth Fund. Axilica has a novel software product, FalconML, which accelerates the specification and design of electronic systems. Axilica has secured an initial licensee for its product and is actively developing further customer endorsements to maximise value in preparation for a planned exit.

 

Energy and Environment

 

In October 2009, we established IPSol Energy Limited to provide business and technical solutions to the solar photovoltaic market with a focus on the provision of testing services. As at 30 April 2010, we had invested a total of £147,000 in this company and further working capital has been provided since the year end. The management team at IPSol Energy is currently finalising an external funding round.

 

Portfolio analysis by sector

 

	As at 30 April 2010				As at 30 April 2009
	Carrying value		Number		Carrying value		Number
Sector	£	%		%	£	%		%
Healthcare*	1,751,750	65	3	43	1,466,027	66	3	50
New materials	254,190	10	1	14	254,190	11	1	17
Process & software	531,309	20	2	29	506,309	23	2	33
Energy & environment*	147,172	5	1	14	-	-	-	-
Total portfolio value	2,684,421	100	7	100	2,226,526	100	6	100
Consolidation adjustments	(1,055,172)	-	-	-	(773,402)	-	-	-
Consolidated value	1,629,249	100	7	100	1,453,124	100	6	100

 

* Each of these sectors also 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.

 

The valuation policy of the Group is set out in the notes to the financial statements.

 

Financial and operational review

 

Changes in fair value of investments

 

We recorded an increase of £151,000 in the fair value of our investment in Therakind in accordance with our accounting policies.

 

Revenues

 

Our efforts to generate revenues are starting to produce results with an increase to £83,000 (2009: £27,000).

 

Investment activities

 

Investments during the year totalled £307,000, as set out above, plus a further £12,000 of capital for IPSO Capital Limited; the Company's FSA regulated corporate finance business. Of these amounts a total of £294,000 was invested in IPSol Energy, IPSO Capital and Medermica which are all shown as subsidiaries on consolidation and, therefore, are excluded from the investments total of £1,629,000 shown in the consolidated statement of financial position.

 

Operating costs

 

Administrative expenses show an increase this year to £987,000 compared with £917,000 in 2009. However, this includes approximately £188,000 of operating costs for IPSol Energy which, if excluded, would bring the operating costs down to £799,000. Research and development expenses for Medermica Limited, which is currently a wholly-owned subsidiary, totalled £67,000 compared with £206,000 in 2009.

 

Cash

 

At the year end IPSO had cash and short term investments totalling £159,000.

 

Events since the year end

 

Since the year-end, Therakind Limited, our paediatric healthcare business, has sold one of its products and generated a significant upfront payment, as well as future royalties, in a transaction that has undoubtedly further increased the value of that business.

 

In addition, as referred to above, IPSO has concluded a fundraising of £325,000 from a group of private investors, two of whom, Craig Rochford and John Kelly, have joined the board of IPSO as non-executive directors.

 

Going concern and auditors' report

 

The new funding described above will allow us to manage and develop the portfolio into 2011 but we will need further funding from the sale of portfolio assets or a further fundraising to allow us to progress beyond then and to make further new investments. We are confident that we can achieve this.

 

However, the uncertainty related to the requirement to raise further funding and/or realise cash from the sale of portfolio assets, may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. In the event the Group ceased to be a going concern, the adjustments would include writing down the carrying value of assets to their recoverable amount and providing for any further liabilities that might arise.

 

The report of the auditors on the financial statements for the year ended 30 April 2010 will not be qualified, but will include an emphasis of matter in respect of this material uncertainty over going concern.

 

Outlook

 

Through the actions we have taken during the year under review, the subsequent fundraising and the undoubted progress we have made in our portfolio, we believe that we are better placed to deliver strong shareholder value from our activities.

 

We are grateful for the support of our colleagues and our collaborators and we look forward to further progress in the current year.

 

Simon Hunt, Executive Chairman

Nick Rodgers, Chief Executive

30 July 2010

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the year ended 30 April 2010

 

		2010	2009
	Note	£	£
Revenue		83,073	27,374
Revaluation of equity investment		151,125	262,663
Administrative expenses		(987,289)	(917,090)
Share based payments		(198,089)	(25,059)
Research and development expenses		(67,500)	(206,500)
Operating loss		(1,018,680)	(858,612)
Investment revenues from cash and cash equivalents		10,211	85,516
Loss before tax		(1,008,469)	(773,096)
Tax		13,655	5,405
Loss for the year attributable to equity holders of the parent		(994,814)	(767,691)
Loss per share
Basic and diluted	5	(7.8)p	(6.1)p

 

All results derive from continuing operations.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

For the year ended 30 April 2010

 

				Share
	Share	Own	Share	option	Other	Retained		Minority	Total
	capital	shares	premium	reserve	reserve	losses	Total	interest	equity
	£	£	£	£	£	£	£	£	£
At 30 April 2008	627,882	(40,000)	4,979,046	47,886	(175,292)	(2,104,674)	3,334,848	-	3,334,848
Issue of share capital	8,461	-	101,539	-	-	-	110,000	-	110,000
Own shares held by Employee Benefit Trust	-	(60,000)	-	-	-	-	(60,000)	-	(60,000)
Consolidated loss for the year	-	-	-	-	-	(767,691)	(767,691)	-	(767,691)
Dilution of investment in subsidiary	-	-	-	-	-	-	-	332	332
Employee share option charge	-	-	-	25,059	-	-	25,059	-	25,059
At 30 April 2009	636,343	(100,000)	5,080,585	72,945	(175,292)	(2,872,365)	2,642,216	332	2,642,548
Issue of share capital	23,118	-	208,942	-	-	-	232,060	-	232,060
Own shares held by Employee Benefit Trust	-	(225,295)	-	-	-	-	(225,295)	-	(225,295)
Consolidated loss for the year	-	-	-	-	-	(994,814)	(994,814)	-	(994,814)
Dilution of investment in subsidiary	-	-	-	-	-	-	-	83	83
Employee share option charge	-	-	-	198,089	-	-	198,089	-	198,089
At 30 April 2010	659,461	(325,295)	5,289,527	271,034	(175,292)	(3,867,179)	1,852,256	415	1,852,671

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

At 30 April 2010

 

		2010	2009
	Note	£	£
Non‑current assets
Intangible assets		98,864	88,481
Property, plant and equipment		6,316	9,410
Investments	6	1,629,249	1,453,124
		1,734,429	1,551,015
Current assets
Other receivables		70,864	78,567
Cash and cash equivalents		159,191	1,172,530
		230,055	1,251,097
Total assets		1,964,484	2,802,112
Current liabilities
Trade and other payables		(111,632)	(158,913)
Net current assets		118,423	1,092,184
Non‑current liabilities
Deferred tax liabilities		(181)	(651)
Total liabilities		(111,813)	(159,564)
Net assets		1,852,671	2,642,548
Equity
Share capital		659,461	636,343
Share premium		5,289,527	5,080,585
Own shares		(325,295)	(100,000)
Share option reserve		271,034	72,945
Other reserve		(175,292)	(175,292)
Retained losses		(3,867,179)	(2,872,365)
Equity attributable to owners of the company		1,852,256	2,642,216
Minority interest		415	332
Total equity		1,852,671	2,642,548

 

 

CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)

For the year ended 30 April 2010

 

		2010	2009
		£	£
Net cash from operating activities		(976,199)	(1,035,679)
Investing activities
Interest received		10,211	85,516
Purchases of property, plant and equipment		(1,434)	(6,864)
Purchases of intangible assets		(21,000)	-
Acquisition of subsidiary net of cash acquired		-	(38,481)
Payments to acquire investments		(25,000)	(509,434)
Net cash used in investing activities		(37,223)	(469,263)
Financing activities
Proceeds on issue of shares		83	332
Net cash from financing activities		83	332
Net decrease in cash and cash equivalents		(1,013,339)	(1,504,610)
Cash and cash equivalents at beginning of year		1,172,530	2,677,140
Cash and cash equivalents at end of year		159,191	1,172,530

 

 

NOTES TO THE FINANCIAL INFORMATION

 

1. Basis of preparation

 

Whilst the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The financial information contained in this preliminary announcement is unaudited and the Group expects to publish full, audited financial statements that comply with IFRSs in August 2010.

 

The financial information set out in the announcement does not constitute the Group's statutory accounts for the years ended 30 April 2010 or 2009. The financial information for the year ended 30 April 2009 is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or (3) Companies Act 2006. The audit of the statutory accounts for the year ended 30 April 2010 is not yet complete. The report of the auditors on the 30 April 2010 financial statements is expected to include an emphasis of matter in respect of the material uncertainty over going concern, but will not be qualified. These accounts will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.

 

2. Significant accounting policies

 

Basis of accounting

The financial statements have been prepared in accordance with IFRS as adopted by the European Union.

 

The financial statements have been prepared on the historical cost basis, except for certain financial instruments. The principal accounting policies adopted are set out below.

 

Going concern

In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future. The Group had cash and cash equivalents of £159,191 as at 30 April 2010 and incurred a loss of £994,814 for the 12 months then ended. The Directors have prepared a detailed cash flow forecast ("the forecast") which is based on a number of assumptions including the requirement to secure additional funding, the generation of revenue and the realisation of existing investments.

 

Having reviewed the forecast and made enquiries into the underlying assumptions, 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.

 

The report of the auditors on the financial statements for the year ended 30 April 2010 will not be qualified, but will include an emphasis of matter in respect of this material uncertainty over going concern.

 

Foreign currency

Transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled solely by the Company (its subsidiaries) made up to 30 April each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

 

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Minority interests consist of the amount of those interests at the date of the original business combination (see below) and the minority's share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority's interest in the subsidiary's equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

 

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

 

All intra‑group transactions, balances, income and expenses are eliminated on consolidation.

 

Business combinations

Subsidiaries include all entities, including investee companies, controlled by the Company.

 

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non‑current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non‑current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

 

Any goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

 

Any interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

 

Investments in associates and jointly‑controlled entities

An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

 

A jointly‑controlled entity is one over which the Group, together with one or more unrelated entities, is in a position to control the financial and operating policies of the entity.

 

The Group's equity investments are held with a view to realisation of capital gains and for this reason the Directors have designated such investments in associates and jointly‑controlled entities to be measured at fair value through profit or loss in accordance with IAS 39 'Financial Investments: Recognition and Measurement'.

 

Other investments

Investments over which the Group does not exercise control or significant influence are recognised at fair value.

 

Operating loss

Operating loss is stated before investment income and finance costs.

 

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

 

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to income on a straight‑line basis over the term of the relevant lease.

 

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

 

Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives using the straight‑line method, on the following bases:

 

Computer equipment three years Fixtures and equipment five years

 

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.

 

Intangible assets

(i) Internally generated intangible assets - research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

 

An internally generated intangible asset arising from the Group's development activities is recognised only if all of the following conditions are met:

 

·; an asset is created that can be identified (such as software and new processes);

·; it is probable that the asset created will generate future economic benefits; and

·; the development cost of the asset can be measured reliably.

 

Internally generated intangible assets are amortised on a straight‑line basis over their useful lives. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

 

(ii) Acquired intangible assets

Intangible assets that are acquired as a result of a business combination and that can be separately measured at fair value on a reliable basis are separately recognised on acquisition at their fair value. Amortisation is charged on a straight‑line basis to the statement of comprehensive income over their expected useful lives and is included within 'Other administrative expenses'.

 

Patents and trademarks

Patents and trademarks are measured initially at purchase cost and are amortised on a straight‑line basis over their estimated useful lives.

 

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash‑generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash‑generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash‑generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash‑generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash‑generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

Financial instruments

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

 

Financial assets

Financial assets are classified into the following specified categories: financial assets 'at fair value through profit or loss' (at 'FVTPL'), 'available‑for‑sale' ('AFS') financial assets and 'loans and receivables'.

 

The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

 

Financial assets at FVTPL

Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL.

 

A financial asset is classified as held for trading if:

 

·; it has been acquired principally for the purpose of selling in the near future; or

·; it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short‑term profit‑taking; or

·; it is a derivative that is not designated and effective as a hedging instrument.

 

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

 

·; such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

·; the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the Group is provided internally on that basis; or

·; it forms part of a contract containing one or more embedded derivatives and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

 

Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.

 

The fair value of unlisted investments is established using valuation techniques. The valuation methodology used most commonly by the Group is the 'price for recent investment' contained in the 'International private equity and venture capital valuation guidelines' endorsed by the British & European Venture Capital Associations. The following considerations are used when calculating the fair value of unlisted investments:

 

·; where the investment being valued was itself made recently, its cost will generally provide a good indication of fair value; and

·; where there has been any recent investment by third parties, the price of that investment will provide a basis of the valuation.

 

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short‑term receivables when the recognition of interest would be immaterial.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short‑term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

 

For shares classified as available‑for‑sale ('AFS'), a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment. For all other financial assets, including redeemable notes classified as AFS and finance lease receivables, objective evidence of impairment could include:

 

·; significant financial difficulty of the issuer or counterparty; or

·; default or delinquency in interest or principal payments; or

·; it becoming probable that the borrower will enter bankruptcy or financial re‑organisation.

 

For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

 

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

 

In respect of AFS equity securities, impairment losses previously recognised through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised directly in equity.

 

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

 

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

 

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

 

Financial liabilities

Financial liabilities are classified as 'other financial liabilities'.

 

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period.

 

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

 

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

 

Share‑based payments

The Group has applied the requirements of IFRS 2 'Share‑based Payments'.

 

The Group issues equity‑settled share‑based payments to certain employees. Equity‑settled share‑based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity‑settled share‑based payments is expensed on a straight‑line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non market based vesting conditions.

 

Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non‑transferability, exercise restrictions and behavioural considerations.

 

3. Critical accounting judgements and key sources of estimation uncertainty

 

Critical judgements in applying the Group's accounting policies

In the application of the Group's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

 

(i) Share‑based compensation

In order to calculate the charge for share‑based compensation as required by IFRS 2, the Group makes estimates principally relating to the assumptions used in its option pricing model as set out in note 25 of the Group's financial statements.

 

(ii) Valuation for unquoted equity investments

As described above, investments in associates are held at fair value with changes in such fair value recorded in the statement of comprehensive income. This represents a critical accounting policy of the Group. The Group relies on judgements in order to determine the appropriate valuation methodology of unquoted equity investments. These judgements include making assessments of the future earnings potential of associated companies and marketability discounts.

 

(iii) Impairment

The Group tests intangible assets annually for impairment by comparing carrying values to recoverable amounts. Recoverable amounts are calculated as the present value of future cash flows expected to be derived from each intangible asset. The future cash flows are estimated by relying on certain assumptions and judgements.

 

4. 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 are Consultancy & Portfolio Management, Healthcare and Energy & Environment.

 

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.

 

Information about major customers

In 2010, revenue from our largest client amounted to £33,600 (40% of revenues). This revenue was reported in the Consultancy & Portfolio Management segment.

 

Segment revenue and results

The following is an analysis of the Group's revenue and results by reportable segment for the year ended 30 April 2010:

 

	Consultancy & portfolio management	Healthcare	Energy & environment	Consolidated
	2010	2010	2010	2010
	£	£	£	£
Revenue
Total segment revenue	78,578	-	4,495	83,073
Result
Change in fair value of investments	151,125	-	-	151,125
Research and development expenses	-	(67,500)	-	(67,500)
Share based payments	(198,089)	-	-	(198,089)
Administrative expenses	(753,081)	(45,569)	(188,639)	(987,289)
Operating loss	(721,467)	(113,069)	(184,144)	(1,018,680)
Finance income - interest receivable	10,211	-	-	10,211
Loss before tax	(711,256)	(113,069)	(184,144)	(1,008,469)

 

The following is an analysis of the Group's revenue and results by reportable segment for the year ended 30 April 2009:

 

	Consultancy & portfolio management	Healthcare	Consolidated
	2009	2009	2009
	£	£	£
Revenue
Total segment revenue	27,374	-	27,374
Result
Change in fair value of investments	262,663	-	262,663
Research and development expenses	-	(206,500)	(206,500)
Share based payments	(25,059)	-	(25,059)
Administrative expenses	(854,710)	(62,380)	(917,090)
Operating loss	(589,732)	(268,880)	(858,612)
Finance income - interest receivable	85,409	107	85,516
Loss before tax	(504,323)	(268,773)	(773,096)

 

Segment assets

 

	2010	2009	2008
	£	£	£
Consultancy & portfolio management	1,874,499	2,709,946	3,487,821
Healthcare	81,830	92,166	17,452
Energy & environment	8,155	-	-
	1,964,484	2,802,112	3,505,273

 

No assets are allocated to reportable segments; all segments own and manage their own assets. No information is provided for segment liabilities as this measure is not provided to the chief operating decision maker.

 

5. Loss per share

 

The basic and diluted loss per ordinary share is based on losses attributable to ordinary shareholders for the year of £994,814 (2009: £767,691). The basic loss per share is based on the weighted average number of ordinary shares of 12,727,566 in issue during the year (2009: 12,636,576).

 

Given that the Group incurred a loss in the current year and the preceding year, no adjustment is required to the weighted average number of shares in order to calculate diluted earnings per share. Therefore, basic and diluted earnings per share are the same.

 

6. Investments

 

The Group held the following equity investments in unquoted companies:

 

	Available‑for‑sale
	investments (fair value)
	£
At 1 May 2008	681,027
Investments during the year	534,258
Change in fair value in the year	262,663
Reclassifications	(24,824)
At 1 May 2009	1,453,124
Investments during the year	25,000
Change in fair value in the year	151,125
At 30 April 2010	1,629,249

 

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

 

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

 

·; Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets or for identical assets and liabilities;

 

·; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

·; Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Fair value measurements recognised in the statement of financial position:

 

	2010
	Level 1 £	Level 2 £	Level 3 £	Total £
Financial assets at FVTPL
Non-derivative financial assets available for sale	-	1,629,249	-	1,629,249
Total	-	1,629,249	-	1,629,249

There were no transfers between Level 1 and Level 2 during the year.

 

7. Post balance sheet events

 

On 27 July 2010, the Group announced that it has conditionally raised £325,000, of which £125,000 is subject to shareholder approval, through the issue of 3,250,000 new ordinary shares at a price of 10 pence per share. The net proceeds of approximately £289,000 will be used for working capital purposes.

 

8. Availability of statutory accounts

 

The Group expects to publish its full statutory accounts in August 2010. Following publication, copies of the full statutory accounts will be available from the registered office at Elizabeth House, 39 York Road, London SE1 7NQ and will also be available from the website at www.ipsoventures.com.

 

9. Annual General Meeting

 

The Annual General Meeting will be held at the registered offices of IPSO Ventures at Elizabeth House, 39 York Road, London SE1 7NQ on 10 September 2010 at 12 noon.

 

 

This information is provided by RNS

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