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Final Results

24 Apr 2020 12:06

RNS Number : 8240K
Primorus Investments PLC
24 April 2020
 

Primorus Investments plc

("Primorus" or the "Company")

Final results for year ended 31 December 2019

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the Chairman's Statement and Strategic report for the year ended 31 December 2019.

 

Overview

 

Primorus Investments plc ("Primorus" or the "Company") has a strong balance sheet with total assets as at 31 December 2019 amounting to £4.865 million (2018: £5.276 million), and net assets of £4.757 million (2018: £5.158 million).

 

It has been a successful year for the Company with the sound progress in several investments as detailed below.

 

Highlights for the period were as follows:

 

· Greatland Gold Plc share price up over 300% from our initial average acquisition price. Further spectacular drill results from Havieron. Newcrest Mining ("Newcrest") completes Stage two of the Farm-in process and moves immediately to Stage 3, in advance of what is contractually required.

· Fresho Gross Order Volume over A$2 million per day through the platform before wholesale food trade impacted by venue closures. At request of suppliers, launches "Fresho for home delivery" and signs up over 25,000 customers in first weeks. Exciting new high-margin B2C business evolving to complement current B2B business.

· TruSpine Technologies ("TruSpine") moving toward IPO with investment from, and proposed appointment of, Annabel Schild (whose family was involved with the £409m Huntleigh Technology takeover) as a non-executive director.

· SOA Energy advises that drill plans for the Ofek oil discovery remain on time with expected spud date expected to be in mid 2020.

· The Company is debt-free and the Board still foresees no short to medium term need or intention to raise capital.

 

Sound progress has also been made elsewhere in our portfolio and we look forward to providing updates as key news develops at Sport:80, Zuuse, WeShop, Nomad Energy, SOA, and StreamTV.

 

We regularly meet the CEOs and management of companies which are seeking funds to further their businesses. It is notable the comments we receive on the perceived difficulty in securing funding outside the VC/VCT and private equity universe. Several companies pointed out to us that there is simply a dearth of investors able to participate directly in pre-IPO and private funding rounds and that VC/VCT funding terms are onerous to the point of being unattractive.

 

It is important for shareholders to understand that whilst we do everything possible to support our existing investments because it is in our interest to do so, we do not have a direct effect on the exact timing of any given IPO and or trade sale. We do, however, maintain regular dialogue with the companies in question and use the Board's extensive experience in public markets to make a value judgement on when and if a transaction may occur.

 

Summary

As the Chairman of Primorus, I would like to begin by thanking shareholders for their continued support. We have achieved a lot in the year, including further investment exits, the construction of a better-balanced and growing portfolio of listed and private investments. We have also gone through the year without any need to raise further capital and therefore have issued no new shares. All of this in the face of several difficult macro-economic events, unprecedented political uncertainty during Brexit and parliamentary elections in the UK and the COVID-19 crisis. That being said, and despite significant efforts, we believe there is still much further upside to be reflected in the price of our shares at the time of writing.

The Board and I are well aware of the challenges that face investment companies in terms of gaining recognition for the value of their portfolios. Discounts to net asset values are the norm for UK listed investment companies, however it is my firm belief that the discount to value equation for Primorus is unduly wide. I can reassure shareholders that through a combination of improving market awareness and concluding successful exits, we will endeavour to make significant progress towards our goal of growing the balance sheet in the short to medium term.

What we have achieved in the past year however, should not be understated as it puts us in a much stronger position going forward. We, like all companies, are of course affected by the current situation caused by the COVID-19 pandemic. The ability for us to comment on the timings and pricings of investment exits is always tricky and currently near impossible. We do, however, see a significant amount of resilience and, dare we say it, opportunity within the portfolio as events play out around us. Many of our investments are expected to take short-term hits to revenue lines (where applicable) but we actually hope to see many of them emerging from this crisis in a position of strength that may well actually improve our investment outlook in the medium term. Some of our investments are powering ahead regardless as detailed in our recent Q1 2020 investor update and below.

Greatland Gold PLC ("Greatland") has undertaken exploration across its projects including the much-anticipated Havieron which now forms part of a Farm-in Agreement with Newcrest Mining (NCZ.AX) ("Newcrest"). We believe Greatland to be an opportunity of the highest order.

The Havieron Joint Venture (now standing at Greatland Gold 60%, Newcrest Mining Ltd 40%) has reported further outstanding drill results. Furthermore, Newcrest have highlighted the significance of a new type of high-grade breccia mineralisation. Newcrest recently completed Stage 2 of its farm-in agreement with Greatland and in so doing moved to a 40% ownership. The pace at which this has been done is in advance of the minimum Farm-in contractual requirements. We believe this speaks volumes about the size and potential of Havieron and the surrounding region.

 

Fresho has grown its platform substantially and is busy expanding into new markets. They have attracted further funding and are well financed to further execute their business plan over the next 12 months. We have been made an offer to sell all of our stock position which we have currently declined.

As reported in our recent Q1 2020 investor update, during the recent COVID-19 crisis, Fresho has begun turning B2B suppliers into B2C vendors, demand has been high with some 25,000 households in Australia and New Zealand signing up to Fresho order-for-your-home. Whilst B2C was always on the roadmap for Fresho, the strategy had been to continue to focus on the extraordinary growth in the B2B business. Since the world changed overnight, Fresho now finds itself on a potentially game-changing path with both business streams operating in parallel. Significantly, Fresho has continued to add a number of large food wholesalers for its B2B business as well. It is likely that many of these have been spurred to make real business process change in light of the current crisis to ensure they are competitive when the world returns to normal. Fresho has significant cash reserves to weather the current dip in B2B business and we also believe the potential exit for us as shareholders may be higher than otherwise, should the B2C business continue to grab customers.

 

Elsewhere, as reported recently in our Q1 2020 investor update, our oil and gas portfolio has begun to clear some key hurdles and with respect to SOA Energy, we expect there to be news of a drilling campaign on the Ofek Licence in Israel soon.

 

In our core pre-IPO investment portfolio, most of our investee companies continue to make significant progress despite a difficult funding environment for unlisted companies. Our largest overall investment, Engage Technology Partners, has begun sales of its pure SaaS, fully-self serve product range and whilst early days, the spike in sales and billable transactions is very impressive. Our investment in Zuuse continues to perform well. Zuuse is an international construction payments and lifecycle software vendor with significant operations in the UK, United States and Australia.

 

Other investee companies such as WeShop, TruSpine and Sport:80 have made progress, however, there is no doubt the timing to exits have been affected by weak UK equity markets for IPOs and scarce funding for smaller private companies.

 

We are committed to building up distributable reserves such that when appropriate we can either buy our own shares back in the market or pay dividends to shareholders.

 

Reflecting on the last year and looking forward, I am confident that the overall balance of our investments should enhance the potential for profitable returns and with no debt and no foreseeable need to raise capital, we are in a good position to maximise any potential uplifts and exits in our portfolio for existing shareholders.

 

During the year, the Company also consolidated its shares on basis of 20 old shares to 1 new share which maintains the same rights. This assists to narrow the spread in company price which at times has exceeded 30% previously.

 

Financial Results

 

The operating loss for the year was £401,000 (2018: £4,000 loss). The net loss after tax was £401,000 (2018: £4,000 loss). The increase in loss for the year is mainly attributable to reduced gains from sale of available-for-sale ("AFS") investments which in 2019 was £190,000 gain (2018: £913,000 gain).

 

Total assets including cash at 31 December 2019 amounted to £4.865 million (2018: £5.276 million).

 

Outlook

 

The Board reiterates the message sent to shareholders in our recent Q1 2020 investor update.

 

That is, despite the tumultuous events of recent weeks, our principal listed investment, Greatland Gold, has had a stellar performance and this has continued into the current period. Many of our core investments in the technology space, whilst taking some short, sharp pain are designed to thrive in a post-crisis world. These companies are at the vanguard of business process change and we believe the majority require minimal additional capital. We feel this is an enviable position for Primorus Investments to find itself in and we look forward to a successful period ahead. The Board still sees no requirement to raise any capital in the short to medium term and would like to thank shareholders for their continued support.

 

We look forward to 2020 being one in which we can further demonstrate our business model by exiting some more of our investment positions, thereby realising tangible value for all shareholders.

 

We will also continue to seek out further investments in line with the Company's investing strategy.

 

The Directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

 

Jeremy Taylor-Firth

Chairman

23 April 2020

 

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information, please contact:

 

Primorus Investments plc:

+44 (0) 20 7440 0640

Alastair Clayton

Nominated Adviser:

+44 (0) 20 7213 0880

Cairn Financial Advisers LLP

James Caithie / Sandy Jamieson

Broker:

+44 (0) 20 3657 0050

Turner Pope Investments

Andy Thacker

Zoe Alexander

 

 

 

Financial Statements

 

STATEMENT OF COMPREHENSIVE INCOMEYEAR ENDED 31 DECEMBER 2019

2019

2018

Notes

£000

£000

Revenue

Investment income

2

24

7

Realised gain/(loss) on disposal of AFS investments

2

(62)

985

Unrealised gain/(loss) on market value movement of AFS investments

2

228

(79)

Total gains on AFS investments

190

913

Impairment provision on AFS investments

7

-

(100)

Share based payments

-

(212)

Administrative costs

(591)

(605)

Operating (loss)

3

(401)

(4)

(Loss) before tax

(401)

(4)

Taxation

5

-

-

(Loss) for the year attributable to equity holders of the company

(401)

(4)

(Loss) per Share

Basic and diluted (loss) per share (pence)

6

(0.2868)

(0.0029)

 

There are no other recognised gains or losses for the year.

 

 

STATEMENT OF FINANCIAL POSITIONAT 31 DECEMBER 2019

2019

2019

2018

2018

ASSETS

Notes

£000

£000

£000

£000

Non-Current Assets

Available for Sale Investments

7

4,805

4,779

4,805

4,779

Current Assets

Trade and other receivables

8

15

89

Cash and cash equivalents

9

45

408

60

497

Total Assets

4,865

5,276

 

LIABILITIES

Current Liabilities

Trade and other payables

10

(108)

(118)

Total Liabilities

(108)

(118)

Net Assets

4,757

5,158

EQUITY

Equity Attributable to Equity Holdersof the Company

Share capital

12

15,391

15,391

Share premium account

35,296

35,296

Share based payment reserve

683

683

Retained earnings

(46,613)

(46,212)

Total Equity

4,757

5,158

 

 

 

 

STATEMENT OF CHANGES IN EQUITYAT 31 DECEMBER 2019

Share

capital

Share

premium

Share based payment reserve

Retained

earnings

Total

attributable

to owners

of the Company

£000

£000

£000

£000

£000

Balance at 31 December 2017

15,391

35,296

471

(46,208)

4,950

Loss for the year

-

-

-

(4)

(4)

Total comprehensive income for the year

-

-

-

(4)

(4)

Share options issued

-

-

212

-

212

Transactions with owners of the company

-

-

212

-

212

Balance at 31 December 2018

15,391

35,296

683

(46,212)

5,158

Loss for the year

-

-

-

(401)

(401)

Total comprehensive income for the year

-

-

-

(401)

(401)

Balance at 31 December 2019

15,391

35,296

683

(46,613)

4,757

 

 

 

STATEMENT OF CASH FLOWSYEAR ENDED 31 DECEMBER 2019

2019

2019

2018

2018

£000

£000

£000

£000

Cash Flows from Operating Activities

Operating Loss

(401)

(4)

Adjustments for:

Share based payment charge

-

212

Impairment provision

-

100

Change in trade and other receivables

74

(47)

Change in trade and other payables

(10)

21

Change in AFS Investments

(26)

(175)

Taxation (paid)

-

(363)

107

Net Cash used in Operating Activities

(363)

107

Cash Flows from Investing Activities

Loan advanced to related party

-

(260)

Net Cash used in Investing Activities

-

(260)

Cash Flows from Financing Activities

Proceeds from share issues

-

-

Share issue costs

-

-

Net Cash in generated from Financing Activities

-

-

Net Change in Cash and Cash Equivalents

(363)

(153)

Cash and Cash Equivalents at beginning of period

408

561

Cash and Cash Equivalents at end of period

45

408

 

 

 

NOTES TO THE FINANCIAL STATEMENTSYEAR ENDED 31 DECEMBER 2019

 

1. Accounting Policies

 

Basis of Preparation

 

Primorus Investments Plc is a company incorporated in the United Kingdom. The Company's shares are listed on the AIM market of the London Stock Exchange, and on the Aquis Stock Exchange Growth Market as operated by Aquis Exchange Plc ("AQSE").

 

The Financial Statements are for the year ended 31 December 2019 and have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards as adopted by the EU ("adopted IFRS"). These Financial Statements (the "Financial Statements") have been prepared and approved by the Directors on 23 April 2020 and signed on their behalf by Donald Strang and Alastair Clayton.

 

The accounting policies have been applied consistently throughout the preparation of these Financial Statements, and the financial report is presented in Pound Sterling (£) and all values are rounded to the nearest thousand pounds (£'000) unless otherwise stated.

 

Investing Policy

The Company's investing policy is to acquire a diverse portfolio of direct and indirect interests in exploration and producing projects and assets in the natural resources sector in addition to acquisition(s) in the leisure, corporate services, consultancy and brand licensing sectors. The Company will consider possible opportunities anywhere in the world.

 

The Directors have considerable experience investing, both in structuring and executing deals and in raising funds. The Directors will use this experience to identify and investigate investment opportunities, and to negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment.

 

The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question.

 

The Company may be both an active and a passive investor depending on the nature of the individual investments in its portfolio. Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

 

The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limitation, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

 

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Investing policy.

 

In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, and schemes of arrangements or liquidation.

 

Going Concern

 

The Directors noted the losses that the Company has made for the Year Ended 31 December 2019. The Directors have prepared cash flow forecasts for the period ending 30 June 2021 which take account of the current cost and operational structure of the Company.

 

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.

 

These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

 

It is the prime responsibility of the Board to ensure the Company remains a going concern. At 31 December 2019 the Company had cash and cash equivalents of £45,000 and no borrowings. The Company has minimal contractual expenditure commitments and the Board considers the present funds together with future disposals of AFS Investments sufficient to maintain the working capital of the Company for a period of at least 12 months from the date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis in the preparation of the Financial Statements.

 

New standards, amendments and interpretations adopted by the Company

 

No new and/or revised Standards and Interpretations have been required to be adopted, and/or are applicable in the current year by/to the Company, as standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2019 are not material to the Company.

 

New standards, amendments and interpretations not yet adopted

 

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements, were in issue but not yet effective for the year presented:

 

- IFRS 17 Insurance Contracts (effective date 1 January 2021).

 

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

 

Sources of Estimation and Key Judgements

 

The preparation of the Financial Statements requires the Company to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Directors base their estimates on historic experience and various other assumptions that they believe are reasonable under the circumstances, the results of which form the basis of making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue

 

Revenue is measured by reference to the fair value of consideration received or receivable by the Company for services provided, excluding VAT and trade discounts. Revenue is credited to the Income Statement in the period it is deemed to be earned.

 

Interest income from financial assets at FVPL is included in the net fair value gains/(losses) on these assets. Interest income on financial assets at amortised cost and financial assets at, available-for-sale securities, held-to-maturity investments and loans and receivables is calculated using the effective interest method is recognised in the statement of profit or loss as part of investment or other income.

 

Finance Income and Costs

 

Finance income and costs are reported on an accruals basis.

 

Taxation

 

Current tax is the tax currently payable based on taxable profit for the year.

 

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets.

 

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.

 

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

 

Foreign Currencies

 

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the profit or loss in the period in which they arise. Exchange differences on non-monetary items are recognised in other comprehensive income to the extent that they relate to a gain or loss on that non-monetary item taken to other comprehensive income, otherwise such gains and losses are recognised in the income statement.

 

The Company's functional currency and presentational currency is Sterling.

 

Equity

 

Equity comprises the following:

· "Share capital" representing the nominal value of equity shares.

· "Share premium" representing the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

· "Share based payment reserve" represents the value of equity benefits provided to employees and directors as part of their remuneration and provided to consultants and advisors hired by the Company from time to time as part of the consideration paid.

· "Retained earnings" representing retained profits.

 

Financial Assets

 

Financial assets are divided into the following categories: loans and receivables and available-for-sale financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which they were acquired, and are recognised when the Company becomes party to contractual arrangements. Both loans and receivables and available for sale financial assets are initially recorded at fair value.

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade, most other receivables and cash and cash equivalents fall into this category of financial assets. Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement.

 

Provision against trade receivables is made when there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

 

A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Company retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the Company transfers substantially all the risks and rewards of ownership of the asset, or if the Company neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.

 

Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Company's available-for-sale financial assets include listed and unlisted securities. These available-for-sale financial assets are measured at fair value. Gains and losses are recognised in the income statement and reported within revenue, except for impairment losses and foreign exchange differences, which are recognised separately within the income statement. When the asset is disposed of or is determined to be impaired, the cumulative gain or loss is recognised in the income statement.

 

Financial Liabilities

 

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Company becomes a party to the contractual provisions of the instrument.

 

All financial liabilities initially recognised at fair value less transaction costs and thereafter carried at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance cost in the income statement. A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires.

 

Cash and Cash Equivalents

 

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 

Share-Based Payments

 

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

· including any market performance conditions;

· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period; and

· including the impact of any non-vesting conditions (for example, the requirement for employees to save).

 

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

 

In addition, in some circumstances, employees may provide services in advance of the grant date, and therefore the grant-date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date.

 

At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

 

When the options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium.

 

2. Segment Reporting & Revenue

 

The Company is now operating in a single UK based segment with a single primary activity to invest in businesses so as to generate a return for the shareholders. The loss from this segment, generated from sale of investments, was £62,000 (2018: gain £985,000). The non-current assets of the segment are £4,805,000 (2018: £4,779,000).

2019

2018

£000

£000

Revenue

Investment income - interest received on loan notes

24

7

Realised (loss)/gain on disposal of AFS investments

(62)

985

Unrealised gain/(loss) on market value movement of AFS investments

228

(79)

190

913

 

3. Operating Activities and Auditor's Remuneration

2019

2018

£000

£000

Included within results from operating activities are the following:

Operating lease rentals - land and buildings

9

35

Auditor's remuneration:

Audit services:

- Company statutory audit

10

10

Non-audit services:

- Taxation compliance

-

-

 

4. Information Regarding Directors and Employees

 

2019

2018

£000

£000

Employment costs, including Directors, during the year:

Wages and salaries

343

336

Share based payments

-

-

343

336

Average number of persons, including Directors employed

No.

No.

Administration

4

4

4

4

Directors' remuneration

£000

£000

Emoluments

323

320

The Company operates only the basic pension plan required under UK legislation, contributions thereto during the year amounted to £nil (2018: £nil).

 

Emoluments of the Individual Directors

 

Fees and

Share based

salaries

payments

Total

(non-cash)

2019

£000

£000

£000

A Clayton

200

-

200

J Taylor Firth

60

-

60

D Strang

63

-

63

323

-

323

2018

£000

£000

£000

A Clayton

200

106

306

J Taylor Firth

60

106

166

D Strang

60

-

60

320

212

532

 

Directors' fees totalling £43,000 have been accrued and remain unpaid as at 31 December 2019 (2018: £51,000). This amount is included within trade and other payables, Note 10.

 

Directors' interest in share options is set out in Note 13.

 

Key Management Personnel

 

The key management personnel are considered to be the Directors. Their remuneration is included in Note 4 above.

 

5. Income Tax (Credit)/Expense

 

The relationship between the expected tax (credit)/expense based on the effective tax rate of the Company at 19% (2018: 19%) and the tax (credit)/expense actually recognised in the income statement can be reconciled as follows:

 

2019

2018

£000

£000

Loss for the year before tax

(401)

(4)

Tax rate

19%

19%

Expected tax credit

(1)

Expenses not deductible for tax purposes

76

41

Deferred tax asset not recognised

-

-

Set off against tax losses

(76)

(40)

Actual tax expense

-

-

 

Deferred Tax

 

The amount of approximate unused tax losses for which no deferred tax asset is recognised in the statement of financial position is £1,835,000 (2018: £1,759,000).

 

6. Loss per Share

 

Weighted average

No. of shares

Basic per share amount

2019

£000

(pence)

Loss after tax

(401)

Earnings attributable to ordinary shareholders

(401)

Weighted average number of shares

139,830,968

Total basic and diluted loss per share

(0.2868)

2018 (restated)

£000

(pence)

Loss after tax

(4)

Earnings attributable to ordinary shareholders

(4)

Weighted average number of shares

139,830,968

Total basic and diluted loss per share

(0.0029)

 

7. Available for Sale Investments

 

2019

2018

Investment in listed and unlisted securities

£000

£000

Valuation at beginning of the period

4,779

3,761

Additions at cost

522

3,621

Disposal proceeds

(663)

(4,332)

Investee loan "sold" included within equity sale

-

943

(Loss) / gains on disposals

(62)

985

Gain / (loss) on Market value revaluation

228

(79)

Impairment in value of unlisted investment

-

(100)

Foreign exchange gain/ (loss)

1

(20)

Valuation at the end of the period

4,805

4,779

The available for sale investments splits are as below:

Non-current assets - listed

706

907

Non-current assets - unlisted

4,099

3,872

4,805

4,779

The Directors have reviewed the carrying value of the unlisted investments, and have considered no impairment is required (2018: £100,000).

 

Available-for-sale investments comprise both listed and unlisted investments. The listed investments are traded on stock markets throughout the world and are held by the Company as a mix of strategic and short term investments.

 

8. Trade and Other Receivables

 

Current trade and other receivables

2019

2018

£000

£000

Trade receivables

-

-

Other receivables

4

30

Prepayments and accrued income

11

59

15

89

 

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

 

9. Cash at Bank and Cash Equivalents

 

2019

2018

£000

£000

Cash at Bank

45

408

 

10. Trade and Other Payables

 

2019

2018

Current trade other payables

£000

£000

Trade payables

20

19

Other payables

43

51

Taxation and social security

26

29

Accruals and deferred income

19

19

108

118

 

All amounts are short term and the carrying values are considered to be a reasonable approximation of fair value.

 

11. Risk Management Objectives and Policies

 

Financial assets by category

 

The categories of financial asset included in the balance sheet and the headings in which they are included are as follows:

 

Current assets

2019

2018

£000

£000

Loans and receivables

15

30

Cash

45

408

60

438

Financial Liabilities by Category

 

The categories of financial liability included in the balance sheet and the headings in which they are included are as follows:

 

Current liabilities

2019

2018

£000

£000

Financial liabilities measured at amortised cost

106

118

 

The Company is exposed to market risk through its use of financial instruments and specifically to credit risk, and liquidity risk which result from both its operating and investing activities. The Company's risk management is coordinated at its headquarters, in close co-operation with the Board of Directors, and focuses on actively securing the Company's short to medium term cash flows by minimising the exposure to financial markets. Long term financial investments are managed to generate lasting returns. The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed to are described below.

Interest rate sensitivity

 

The Company is not substantially exposed to interest rate sensitivity, other than in relation to interest bearing bank accounts.

 

Credit risk analysis

 

The Company's exposure to credit risk is limited to the carrying amount of trade receivables. The Company continuously monitors defaults of customers and other counterparties, identified either individually or by Company, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. Company's policy is to deal only with creditworthy counterparties. Company management considers that trade receivables that are not impaired for each of the reporting dates under review are of good credit quality, including those that are past due.

 

None of the Company's financial assets are secured by collateral or other credit enhancements.

 

The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

 

Liquidity risk analysis

 

The Company's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

 

Capital Management Policies

 

The Company's capital management objectives are:

· to ensure the Company's ability to continue as a going concern; and

· to provide a return to shareholders

 

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents.

 

12. Share Capital

 

2019

2018

£000

£000

Allotted, issued and fully paid

139,830,968 ordinary shares of 0.20p each (2018: 2,796,619,344 of 0.01p each)

279

279

28,976,581 deferred shares of 45p each (2018: 28,976,581)

13,040

13,040

28,976,581 A deferred shares of 4p each (2018: 28,976,581)

1,159

1,159

92,230,985 B deferred shares of 0.99p each (2018: 92,230,985)

913

913

15,391

15,391

 

The deferred shares and the A and B deferred shares do not carry voting rights.

 

Ordinary

Nominal

 

Shares

Value

 

Number

£'000

 

Ordinary shares of 0.01p each

 

As at 31 December 2017

2,796,619,344

279

 

 

No issue of shares during the period

-

-

 

As at 31 December 2018

2,796,619,344

279

 

 

In October 2019 the ordinary shares of 0.01p each were subject of a 1 for 20 share consolidation via the creation of new ordinary shares of 0.2p each. There were no issues of share in the year ended31 December 2019. The called up, allotted, issued and fully paid new ordinary shares of 0.2p each totalled:

 

As at 31 December 2019

139,830,968

279

 

 

Details of the share options and warrants the Company has in issue are disclosed in Note 13.

 

13. Share-based payments

 

Details of share options and warrants granted to Directors, employees & consultants, over the ordinary shares are as follows:

 

Further to the share consolidation effected in October 2019 the unexercised options in issue as at 31 December 2018 were restated as:

 

Exercise Price (Original)

Exercise Price (Amended)

Expiry date

At 31 December 2018 (Original)

At 31 December 2018 (Amended)

Share options

£

£

No.

No.

D. Strang

0.004

0.08

14/11/2023

10,000,000

500,000

D. Strang

0.003

0.06

31/12/2020

12,000,000

600,000

A Clayton

0.003

0.06

31/12/2020

12,000,000

600,000

J Taylor-Firth

0.003

0.06

31/12/2020

12,000,000

600,000

Consultants

0.004

0.08

14/11/2023

10,000,000

500,000

D Strang

0.003

0.06

03/08/2022

75,000,000

3,750,000

A Clayton

0.003

0.06

03/08/2022

75,000,000

3,750,000

A Clayton

0.003

0.06

09/01/2025

75,000,000

3,750,000

J Taylor-Firth

0.003

0.06

09/01/2025

75,000,000

3,750,000

356,000,000

17,800,000

 

During the year no options were granted (2018: 150,000,000 pre consolidation), exercised or expired.

 

At 1 January 2019

Issued during the year

Exercised or expired during the year

At 31 December 2019

Exercise Price

Date from which exercisable

Expiry date

(Amended)

(Amended)

No.

No.

No.

No.

£

Share options

D. Strang

500,000

-

-

500,000

0.08

14/11/2013

14/11/2023

D. Strang

600,000

-

-

600,000

0.06

30/11/2015

31/12/2020

A Clayton

600,000

-

-

600,000

0.06

30/11/2015

31/12/2020

J Taylor-Firth

600,000

-

-

600,000

0.06

30/11/2015

31/12/2020

Consultants

500,000

-

-

500,000

0.08

14/11/2013

14/11/2023

D Strang

3,750,000

-

-

3,750,000

0.06

03/08/2017

03/08/2022

A Clayton

3,750,000

-

-

3,750,000

0.06

03/08/2017

03/08/2022

A Clayton

3,750,000

-

-

3,750,000

0.06

09/01/2018

09/01/2025

J Taylor-Firth

3,750,000

-

-

3,750,000

0.06

09/01/2018

09/01/2025

17,800,000

-

-

17,800,000

 

The share price range during the year was £0.03 to £0.018 (2018: £0.04 to £0.019).

 

The weighted average values of options are as follows:

2019

2018

Weighted average exercise price of options granted

6.11p

6.11p

Weighted average exercise price of options exercisable at the

end of the year

6.11p

6.11p

Weighted average option life remaining

3.53 years

4.53 years

 

For those options granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-Scholes model. The inputs into the model were as follows:

Risk free rate

Share price volatility

Expected life

Share price at date of grant

9 January 2018

1.10%

102.63%

7.00 years

£0.036

 

Expected volatility was determined by calculating the historical volatility of the Company's share price for 12 months prior to the date of grant. 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.

 

All option numbers and prices have been adjusted for the share consolidation.

 

The Company recognised total expenses of £nil (2018: £212,000) relating to equity-settled share-based payment transactions during the year, and £nil was transferred via equity to retained earnings on the exercise of nil options (2018: nil options) during the year (2018: £nil).

 

During the year, no warrants expired (2018: 4.075 million pre consolidation).

 

14. Capital Commitments

 

The Directors have confirmed that there were no contingent liabilities or capital commitments which should be disclosed at 31 December 2019. No provision has been made in the financial statements for any amounts in relation to any capital expenditure requirements of the Company's associate or investments, and such costs are expected to be fulfilled in the normal course of the operations of the Company.

 

15. Related Party Transactions

 

Key Management Personnel

 

The key management personnel are considered to be the Directors. Their remuneration is included in Note 4 to the accounts. There is no other management compensation to be disclosed.

 

16. Events after the end of the reporting period

 

After the reporting date, there has been a significant fall in global stock markets as a result a number of the Company's investments have been impacted by COVID-19. Under IFRS these are non-adjusting events in respect of the year-end 31 December 2019. Although the full extent and timing of the impact of these events is not yet known, the Company expects it may experience delays in returns generated as a result of COVID-19. Consequently, the financial reporting impact will need to be considered in 2020 and could impact areas such as the carrying value of our Available for Sale Investments.

 

 

17. Ultimate Controlling Party

 

There is not considered to be an ultimate controlling party of the Company.

 

 

18. Posting of Accounts

The Report and Accounts for the year ended 31 December 2019 will be posted to shareholders and uploaded to the Company's website in due course.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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