TekCapital Regulatory News (TEK)

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

TEKCAPITAL Plc

("Tekcapital", the "Company" or the "Group")

Unaudited Half Year Results

Tekcapital plc (AIM: TEK), an international provider of technology and intellectual property services, announces its unaudited half year results for the six months ended 31 May 2016.

Financial Highlights

· Half year revenues were $247,262 (H1 2015: $287,488)

· Net loss increased to $997,174 (H1 2015: $659,936), due mainly to the expenses involved with the establishment and launch of Belluscura Ltd ("Belluscura")

· Cash and cash equivalents at period end of $1,937,595 (31 May 2015: $3,786,424)

· Net assets at period end of $3,157,254 (31 May 2015: $4,313,490)

Operational Highlights

The establishment of Belluscura:

· The Group successfully established a new trading company, Belluscura, hired an experienced medical device team and acquired the exclusive licenses to manufacture and sell three proprietary medical devices.

· The acquired devices have been developed by and exclusively licensed from Stryker Corporation, a leading medical technology company. The devices have previously received US 510(k) regulatory clearance where necessary and achieved commercial sales prior to acquisition. The Group has also transferred its exclusive licence for a saliva glucose test, acquired from Arizona State University, which was previously in its out-licensing portfolio, to Belluscura.

· Post period end, Belluscura completed a private placement raising $1.5 million and issuing 2,500,000 shares. Tekcapital now owns 74.44% of the share capital of Belluscura. On the basis of this placement, the value of Tekcapital's equity in Belluscura is approximately $3.3 million. The Group's strategy is to rapidly grow Belluscura and explore further investment.

Acquisition of Vortechs Group:

· On 28 April 2016, the Group acquired certain assets and business from Vortechs Group, a leading technology transfer placement company in North America. This acquisition expands the range of the Group's business offerings and enables the sourcing of technology transfer professionals as well as new technologies for both corporate clients and university suppliers. The results for the period under review do not reflect any significant impact of the Vortechs Group business, as this acquisition occurred close to the end of the interim accounting period.

Further strengthening of the Group's portfolio of technologies for out-licensing, the Group acquired the exclusive license to, or acquisition of the following intellectual properties:

· The exclusive license to a patent application, entitled "Energy Harvesting from Constrained Buckling of Piezoelectric Beams" from the University of Michigan. After a successful pilot study conducted by the inventors the Group is moving forward with the fabrication and testing of prototype energy harvesting footwear for subsequent out-licensing.

· The exclusively licensed US patent application entitled "Saliva glucose measurement devices and methods" describes a safe, fast and non-invasive method and device to collect and sample glucose in saliva for both human and companion animals. The biosensor device allows trace saliva fluid samples from a biological surface to be obtained for electrochemical analysis and the subsequent detection of analytes using disposable biosensor strips. This commercialisation of this intellectual property patent is currently being progressed by Belluscura.

· The exclusive licences to manufacture and sell three proprietary medical devices, with the commercial exploitation of these licences currently being progressed by Belluscura. The devices have been developed by and exclusively licensed from a leading medical technology company. These devices have received US 510(k) regulatory clearance where necessary and have previously achieved commercial sales prior to acquisition. The devices are:

o "SlydeTM", a non-ambulatory patient evacuation sled;

o "Passport®", a trocar for use with the Da Vinci® Surgical System (keyhole surgery); and

o "SNAP II", a level of consciousness monitor for use during surgical procedures requiring general anesthesia.

o These licensed products are protected by a portfolio of 19 issued and pending patents and industrial designs.

· The acquisition of the patent for µSalt™ a new process technology for reducing the surface sodium content in a wide variety of foods, consistent with current U.S. Food and Drug Administration guidelines. The Group is currently manufacturing and testing this new salt technology on snack foods for a major food company.

These 22 intellectual property acquisitions during the reporting period have added to the Group's existing portfolio, which currently numbers 51 patents and applications that the Group has either exclusively licensed or acquired since January 2015.

Commenting on the results, Dr. Clifford Gross, Executive Chairman of Tekcapital plc, said: "We have made significant progress towards achieving the objectives that we set out last year and have established a strong foundation for future revenue growth with our numerous technology acquisitions. When combined with the establishment and launch of Belluscura Ltd, the acquisition of the Vortechs Group to expand our service offerings, the recent acquisition of the µSalt™ patent for reducing the surface salt content in a variety of foods and our progress with in-shoe energy harvesting technology for empowering a new generation of footwear that can recharge mobile devices, we believe these achievements provide significant upside potential for our shareholders.

We are excited and confident in the progress we have made towards creating marketplace and shareholder value from university and corporate intellectual capital."

For further information, please contact:

About Tekcapital plc - The World's Largest University Network for Open Innovation 

Tekcapital helps clients profit from new, university-developed intellectual properties. With our proprietary discovery search engine, linked to 4,000+ universities in 160 countries, coupled with expert scientific review, we provide a turn-key service to makes it easy for clients to find and acquire university IP, analyse the market potential and engage the technology transfer professionals they need to create a competitive advantage. Tekcapital plc is listed on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in Oxford, in the UK. For more information, please visit www.tekcapital.com

Chairman's Statement

Our strategy is to scale Tekcapital's business to a position that enables us to provide our service offerings to a wide range of clients around the world, with an initial concentration on the US and UK markets.

We have also focused on adding additional services, either organically or through acquisitions, with the aim of enabling the Group to assist its clients in further determining and realising value from IP through the transformative innovations that they represent.

We have successfully expanded our service offerings with the acquisition of certain of the assets and the business of the Vortechs Group that is also expected to contribute to growth in subsequent periods.

Our technology acquisition and out licensing services leverage our core competencies and have enabled Tekcapital to acquire the rights to an additional 22 intellectual properties during the period under review resulting in a total of 51 exclusive intellectual property licenses or acquisitions since January 2015. These acquisitions have been across a diverse range of application areas including:

· wearable optical displays;

· non-invasive glucose monitoring for diabetics;

· improved food processes to enhance the nutritional content of widely-consumed foods;

· portable energy harvesting to power mobile electronics from everyday human movement;

· improved air conditioning efficiency using advanced aeronautical designs; and

· proprietary medical devices.

All of these technology rights have been acquired for either cash or equity in Tekcapital and potentially present significant up-side potential to shareholder value if successfully commercialised. The goal of the Group is to out-license this IP portfolio to major manufacturers, to empower clients to create a competitive advantage from the advancement these technologies can deliver.

Financial Review

Revenue for the period was approximately $247,000 (H1 2015: approximately $287,000).

Administrative expenses have increased by approximately $256,000 from the prior, year largely as a result of the non-recurring costs involved with the establishment of Belluscura. This new subsidiary, which has its own management team, acquired three exclusive licenses for proprietary medical devices and commenced operations towards the end of the period.

Our start-up investment related to the establishment and launching of Belluscura has resulted in the majority of the increase in the net loss for the period compared to the same period in the prior year. However, based on our recently completed private placement in Belluscura, we believe this investment should lead to a significant increase in the Group's net assets in 2017.

Cash and cash equivalents at the end of the period stood at $1.94 million (FY 2015: $3.14 million), with net assets of the expanded Group at $3.18 million (FY 2015: $3.72 million).

Current trading and outlook

As an entrepreneurial Group, Tekcapital's year to date has been focused on the establishment of Belluscura and the acquisition of the Vortechs Group business, along with the other progress described in this report. By the end of the year (November 2016) we expect to make significant out-license progress, recognise the benefits of the integration of the Vortechs Group business and report progress from our Belluscura investment. We are dedicated and excited to continue the development and commercialization of our IP portfolio investments as well as with the expansion of our market footprint over the coming months. In a market place of such huge unrealised potential, we will remain focused on making prudent investments in intellectual properties for mid and long-term harvest.

Dr. Clifford Gross

Executive Chairman

Unaudited condensed consolidated income statement for the six month period ended 31 May 2016

All amounts relate to continuing operations.

Unaudited consolidated statement of comprehensive income for the six month period ended 31 May 2016

Unaudited condensed consolidated statement of financial position as at 31 May 2016

Unaudited condensed consolidated statement of cash flows for the six month period ended 31 May 2016

During the period ended 31 May 2016 the Company's material non-cash transactions consisted of shares issued on acquisition of licences, as disclosed in note 5.

Unaudited condensed consolidated statement of changes in equity for the six month period ended 31 May 2016

Share capital represents the amount subscribed for share capital at nominal value.

Share premium represents the amount subscribed for share capital in excess of nominal value and net of any issue costs.

The merger reverse relates to the share for share exchange undertaken by the Company with Tekcapital Europe Limited on 18 February 2014.

Accumulated losses represent all other net gains and losses and transactions with owners not recognised elsewhere.

Notes to the financial information

1. General information

Tekcapital PLC is a company incorporated in England and Wales and domiciled in the UK. The Company's registered office is at 5 Fleet Place, London, EC4M 7RD. The nature of the Company's operations and its principal activities are to act as the holding company of a group of companies engaged in international technology and intellectual property services provider.

2. Basis of preparation

The financial information for the six months ended 31 May 2016 set out in this interim financial information is unaudited and does not constitute statutory financial statements.

The interim condensed financial information has been presented in US Dollars ("$").

The principal accounting policies used in preparing the interim results are those the Group expects to apply in its financial statements for the year ending 30 November 2016.

3. Taxation

No charge to taxation has arisen in the six month period ended 31 May 2016 (31 May 2015: $nil).

4. Loss per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period.

In calculating the weighted average number of Ordinary Shares outstanding (the denominator of the earnings per share calculation) during the period in which the share transaction occurs:

· The number of Ordinary Shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted average number of Ordinary Shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and

· The number of Ordinary Shares outstanding from the acquisition date to the end of that period shall be the actual number of Ordinary Shares of the legal acquirer (the accounting acquiree) outstanding during the period.

The basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial information following a share for share exchange shall be calculated by dividing:

· The profit or loss of the legal acquiree attributable to ordinary shareholders in each of those periods; by

· The legal acquiree's historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the acquisition agreement.

At 31 May 2016 and 31 May 2015 the Company had no dilutive financial instruments in place and therefore diluted earnings per share is the same as basic earnings per share.

5. Intangible assets

During the period the Group acquired certain assets and business for Vortechs Group Inc, a leading technology transfer executive search firm. The Company issued 577,868 new ordinary shares of 0.4 pence at an issue price of 47.5 pence and paid $100,000 cash as consideration for this acquisition.

6. Share capital

The Company's ordinary shares are of £0.004 par value.

All of the Company's issued ordinary shares have full voting, dividend and capital distribution (including winding up) rights; they do not confer any rights of redemption. The Company does not hold any ordinary shares in treasury.

On 28 April 2016 the Company issued 577,868 Ordinary Shares for $400,000 on acquisition of certain assets and business of the Vortechs Group.

7. Related party transactions

During the period the Company employed the services of MMM Consulting Ltd, a company of which Tekcapital's Finance Director Malcolm Groat is a director and minority shareholder. The fees paid were $10,444 (31 May 2015: $12,196). The balance outstanding at the end of period was $10,552 (31 May 2015: $Nil)

8. Events after the reporting period

On 16 June 2016 Belluscura, a then 95% owned subsidiary of the Company, completed a private placement raising $1.5 million and issuing 2,500,000 shares. This placement has resulted in a dilution of the Group's ownership interest to 74.44%.

9. Interim Results

The interim results for the six months ended 31 May 2016 will be available on the Company's website at http://tekcapital.com/investors/.

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