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Half Yearly Report

15 Sep 2015 07:00

RNS Number : 0214Z
TMT Investments PLC
15 September 2015
 

15 September 2015

 

TMT INVESTMENTS PLC

("TMT" or the "Company")

 

Half year report for the six months to 30 June 2015

 

TMT Investments PLC, which invests in high-growth, internet-based companies across a variety of sectors, is pleased to announce its unaudited interim results for the half year ended 30 June 2015.

 

Key highlights

 

· 5 positive revaluations, including Wrike, Pipedrive and PandaDoc

· NAV per share of US1.51 (up 11% from US$1.36 as of 31 December 2014)

· Many portfolio companies continue to experience rapid growth

 

EXECUTIVE DIRECTOR'S STATEMENT

 

Portfolio Performance

 

We are delighted that our expectations of seeing a number of significant positive portfolio revaluations announced in our 2014 Annual Report started to materialize so early on in 2015. It is especially pleasing to see that a number of companies in which we invested at an earlier stage are now attracting the attention of large, blue chip investment groups at higher valuations to support their continued growth.

 

The following developments took place within the Company's portfolio in the first half of 2015:

 

Cash and part-cash exits:

 

· There were no cash or part-cash exists in the reporting period.

 

Positive non-cash revaluations:

 

· In February 2015, Drippler, a mobile tech discovery media service, completed a sizable equity financing round. The transaction represents an uplift of approximately US$97,000 (or 48%) in the fair value of TMT's investment in Drippler, compared to the amount announced as of 30 June 2014.

 

· In April 2015, Wrike, a SaaS-based work management platform, completed a US$15 million equity financing round. The transaction represents an approximately US$2.3 million (or 116%) uplift in the fair value of TMT's investment in Wrike, compared to the latest reported amount reported as of 31 December 2014.

 

· In April 2015, Pipedrive, a SaaS-based sales CRM software provider, completed a US$9 million equity financing round led by Bessemer Venture Partners. The transaction represents an approximately US$1.82 million (or 235%) uplift in the fair value of TMT's investment in Pipedrive, compared to the latest reported amount as of 31 December 2014.

 

· In May 2015, farm management software provider VitalFields completed a new equity financing round. The transaction represents an uplift of approximately US$36,000 (or 27%) in the fair value of TMT's investment in VitalFields, compared to the latest reported amount as of 31 December 2014.

 

· In June 2015, PandaDoc, a SaaS-based sales management tool, completed a US$5 million equity financing round. The transaction represents an uplift of approximately US$90,000 (or 22%) in the fair value of TMT's investment in PandaDoc, compared to the latest reported amount as of 31 December 2014.

 

Impairments and write-offs:

 

· There were no impairments or write-offs in the reporting period.

 

Negative non-cash revaluations:

 

· There were no negative non-cash revaluations in the reporting period.

 

New investments

 

In April 2015, the Company invested US$300,000 in fragrance subscription service ScentBird.

 

NAV per share

 

The Company's net asset value per share as of 30 June 2015 was US$1.51 (up 11.0% from US$1.36 as of 31 December 2014).

 

Operating Expenses

 

In the first half of 2015, the Company's Administrative Expenses of US$484,113 were notably lower than in the first half of 2014 (US$652,287). That was the result of a number of cost-cutting measures undertaken by the Company at the end of 2014.

 

Financial position

 

As of 30 June 2015, the Company had US$1.84 million in cash reserves. As of the date of this report, the Company has no debt and approximately US$2.13 million in cash reserves.

 

Events after the reporting period and outlook

 

In August 2015, the Company invested an additional US$100,000 in ScentBird.

 

In August 2015, TMT's portfolio company Kanvas Labs, Inc. ("Kanvas") was acquired by AOL, Inc. The transaction represents an approximately US$0.46 million (or 134%) uplift in the fair value of TMT's investment in Kanvas, compared to the latest reported amount as of 31 December 2014.

 

With many of our portfolio companies experiencing rapid growth, we expect a number of continuing positive revaluations of our investee companies in the future. We look forward to updating our shareholders on the Company's progress in due course.

 

Alexander Selegenev

Executive Director

 

For further information contact:

 

TMT Investments Plc

Mr. Alexander Selegenev

www.tmtinvestments.com

 

+44 1534 281 843

alexander.selegenev@tmtinvestments.com

 

ZAI Corporate Finance Ltd.

NOMAD and Broker

Richard Morrison/Irina Lomova

 

+44 20 7060 2220

Kinlan Communications

David Hothersall

 

+44 20 7638 3435

davidh@kinlan.net

 

About TMT Investments

 

TMT Investments PLC invests in high-growth, internet-based companies across a variety of sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has net assets of US$42m and has invested in just under 40 companies to date. The company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com

 

Statement of Comprehensive Income

 

For the six months ended 30/06/2015

For the six months ended 30/06/2014

Notes

USD

USD

Gain (losses) on investments

3

41,354

(560,966)

41,354

(560,966)

Expenses

Share-based payment charge

 

(27,349)

 

(94,848)

Administrative expenses

5

(484,113)

(652,287)

Operating loss

(470,108)

(1,308,101)

Net finance income

7

5,085

6,987

Loss before taxation

(465,023)

(1,301,114)

Taxation

-

-

Loss attributable to equity shareholders

(465,023)

(1,301,114)

Other comprehensive income for the year:

Change in fair value of available-for-sale financial assets

10

4,645,549

1,254,610

Total comprehensive income for the year

4,180,526

(46,504)

Loss per share

Basic and diluted loss per share (cents per share)

9

(1.68)

(5.20)

 

Statement of Financial Position

 

At 30 June

2015

USD

At 31 December

2014

USD

Notes

Non-current assets

Investments in equity shares

10

37,883,237

31,854,151

Convertible loan notes receivable

10

2,078,398

3,091,702

Total non-current assets

39,961,635

34,945,853

Current assets

Trade and other receivables

11

138,482

159,784

Cash and cash equivalents

12

1,840,364

2,639,070

Total current assets

1,978,846

2,798,854

Total assets

41,940,481

37,744,707

Current liabilities

Trade and other payables

13

47,298

59,399

Total liabilities

47,298

59,399

Net assets

41,893,183

37,685,308

Equity

Share capital

14

31,453,510

31,453,510

Share-based payment reserve

15

420,008

392,659

Fair value reserve

16

14,754,167

10,108,618

Retained losses

16

(4,734,502)

(4,269,479)

Total equity

41,893,183

37,685,308

 

Statement of Cash Flows

 

For the six months ended 30/06/2015

For the six months ended 30/06/2014

 

USD

USD

 

Notes

 

Operating activities

 

Operating loss

(470,108)

(1,308,101)

 

Adjustments for non-cash items:

 

Profit on disposal of available-for-sale assets

-

-

Gain on conversion of loan notes to equity

(68,741)

-

Impairment of available-for-sale assets and accrued interest

-

591,482

Employee salaries settled by issue of shares

-

-

 

Share-based payment charge

15

27,349

94,848

 

Amortized costs of convertible notes receivable

3

3,507

6,957

 

(507,993)

(614,814)

 

Changes in working capital:

 

Decrease/(increase) in trade and other receivables

11

21,302

(36,132)

 

(Decrease)/increase in trade and other payables

13

(12,100)

1,175,742

 

Net cash (used by)/from operating activities

(498,791)

524,796

 

Investing activities

 

Interest received

5,085

6,987

 

Purchase of available-for-sale assets

10

(305,000)

(1,210,097)

 

Proceeds from sale of available-for-sale assets

10

-

-

 

Net cash used by investing activities

(299,915)

(1,203,110)

 

Financing activities

 

Cash proceeds from issue of shares

-

558,334

 

Purchase of own shares

-

-

 

Net cash from financing activities

-

558,334

 

Decrease in cash and cash equivalents

(798,706)

(119,980)

 

Cash and cash equivalents at the beginning of the period

12

2,639,070

3,242,269

 

Cash and cash equivalents at the end of the period

12

1,840,364

3,122,289

 

Statement of Changes in Equity

 

 

Share capital

Share-based payment reserve

Fair value reserve

Retained losses

Total

Notes

USD

USD

USD

USD

USD

Balance at 1 January 2014

26,895,179

695,970

7,937,367

(3,177,084)

32,351,432

 

Total comprehensive income/(loss) for the year

-

-

2,171,251

(1,561,988)

609,263

Issue of shares

4,558,331

-

-

-

4,558,331

Buy back and cancellation of shares

-

166,282

-

-

166,282

Share-based payment charge

-

(469,593)

-

469,593

-

Lapse of share options

-

-

-

-

-

Balance at 31 December 2014

31,453,510

392,659

10,108,618

(4,269,479)

37,685,308

 

Total comprehensive income/(loss) for the period

-

-

4,645,549

(465,023)

4,180,526

Issue of shares

16

-

-

-

-

-

Share-based payment charge

16

-

27,349

-

-

27,349

Transfers on exercise / lapse of share options

16

-

-

-

-

-

Balance at 30 June 2015

31,453,510

420,008

14,754,167

(4,734,502)

41,893,183

 

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2015

 

1. Company information

 

TMT Investments Plc ("TMT" or the "Company") is a company incorporated in Jersey with its registered office at Queensway House, Hilgrove Street, St Helier, JE1 1ES, Channel Islands.

 

The Company was incorporated and registered on 30 September 2010 in Jersey under the Companies (Jersey) Law 1991 with registration number 106628 under the name TMT Investments Limited. The Company obtained consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on 30 September 2010. On 1 December 2010 the Company re-registered as a public company and changed its name to TMT Investments PLC.

 

The memorandum and articles of association of the Company do not restrict its activities and therefore it has unlimited legal capacity. The Company's ability to implement its Investment Policy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. Suitable investment opportunities may not always be readily available.

 

The Company will seek to make investments in any region of the world.

 

The financial information relating to the six months ended 30 June 2015 is unaudited and does not constitute statutory accounts. The comparative figures for the financial year ended 31 December 2014 are not the Company's statutory accounts for that financial year. Statutory accounts for the year ended 31 December 2014 were approved by the Board of Directors on 20 April 2014. The report of the auditors on those accounts was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain any qualification.

 

These unaudited interim financial results were approved by the Board of Directors on 14 September 2015 and are available on the Company's website http://www.tmtinvestments.com/investor-relations/financial-reports/.

 

2. Summary of significant accounting policies

 

2.1 Basis of presentation

 

The accounting policies applied by the Company in these unaudited interim results are based on International Financial Reporting Standards as adopted by the European Union, including IAS 34 'Interim Financial Reporting', and in accordance with the accounting policies which are the same as those applied by the Company in its financial statements for the year ended 31 December 2014.

 

The Company's financial risk management objectives and policies are consistent with that disclosed in the financial statements for the year ended 31 December 2014.

 

For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being 'Investing in the TMT sector'. No further operating segment financial information is therefore disclosed

 

2.2 Foreign currency translation

 

(a) Functional and presentation currency

Items included in the financial statements of the Company are measured in United States Dollars ('US dollars', 'USD' or 'US$'), which is the Company's functional and presentation currency.

 

(b) Transactions and balances

Foreign currency transactions are translated into US$ using the exchange rates prevailing at the dates of the transactions. Exchange differences arising from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

 

Conversation rates, USD

Currency

At 30.06.2015

Average rate, for six months ended 30/06/2015

British pounds, £

1.5732

1.5246

Euro, €

1.1223

1.1142

 

3 Gain (losses) on investments

 

For six months ended 30/06/2015

For six months

 ended 30/06/2014

USD

USD

Gross interest income from convertible notes receivable

44,861

37,473

Amortized costs of convertible notes receivable

(3,507)

(6,957)

Net interest income from convertible notes receivable

41,354

30,516

Profit on disposal of equity investments

-

-

Profit on disposal of convertible notes

-

(230,727)

Impairment of available-for-sale assets

-

-

Impairment of interest accrued

-

(360,755)

Total gain (losses) on investments

41,354

(560,966)

 

4 Segmental analysis

 

Geographic information

The Company has investments in six principal geographical areas - USA, Israel, BVI, Estonia, Cyprus and Russia.

 

Non-current financial assets

 

As at 31/12/2014

USA

Israel

BVI

Cyprus

Estonia

Russia

Total

USD

USD

USD

USD

USD

USD

USD

Equity investments

25,490,710

3,806,652

305,050

1,863,685

328,958

59,096

31,854,151

Convertible notes

2,954,852

-

-

-

136,850

-

3,091,702

Total

28,445,562

3,806,652

305,050

1,863,685

465,808

59,096

34,945,853

 

As at 30/06/2015

USA

Israel

BVI

Cyprus

Estonia

Russia

Total

USD

USD

USD

USD

USD

USD

USD

Equity investments

31,346,392

4,135,610

305,050

1,863,685

173,254

59,096

37,883,087

Convertible notes

2,078,398

-

-

-

-

-

2,078,398

Total

33,424,790

4,135,610

305,050

1,863,685

173,254

59,096

39,961,485

 

5 Administrative expenses

 

Administrative expenses include the following amounts:

 

For six months ended 30/06/2015

For six months ended

30/06/2014

USD

USD

Staff expenses (note 6)

297,790

362,171

Professional fees

65,986

90,335

Legal fees

16,220

10,811

Bank and LSE charges

8,086

13,015

Audit and accounting fees

8,083

16,284

Rent

49,384

86,304

Other expenses

37,048

72,083

Currency exchange loss/(gain)

1,516

1,284

484,113

652,287

 

6 Staff expenses

For six months ended 30/06/2015

For six months ended 30/06/2014

USD

USD

Directors' fees

99,550

140,171

Wages and salaries

198,240

222,000

297,790

362,171

 

Wages and salaries shown above include salaries and bonuses relating to the six months ended 30 June 2015. These costs are included in administrative expenses. In addition to the above, there are employment expenses for share-based payments of US$27,349 (for the six months ended 30 June 2014: $94,848).

 

The average number of staff employed (excluding Directors) by the Company during the six months ended 30 June 2015 was 5 (for the year ended 31 December 2014: 5).

 

The Directors' fees for the six months ended 30 June 2015 and 2014 were as follows:

For six months ended 30/06/2015

For six months ended

30/06/2014

USD

USD

Alexander Selegenev

54,265

59,413

Yuri Mostovoy

25,000

50,000

James Joseph Mullins

15,285

16,739

Petr Lanin

5,000

14,019

99,550

140,171

 

The Directors' fees shown above are all classified as 'short term employment benefits' under International Accounting Standard 24. The Directors do not receive any pension contributions or other benefits.

 

Key management personnel of the Company are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Company, directly or indirectly. Key management of the Company are therefore considered to be the Directors of the Company. There were no transactions with the key management, other than their Directors fees and share options.

 

7 Net finance income

 

For six months ended 30/06/2015

For six months ended 30/06/2014

USD

USD

Interest on bank account

-

115

Interest income

5,085

6,872

5,085

6,987

 

8 Income tax expense

 

For six months ended

30/06/2015

For six months ended 30/06/2014

USD

USD

Current taxes

Current year

-

-

Deferred taxes

Deferred income taxes

-

-

-

-

The Company is incorporated in Jersey. No tax reconciliation note has been presented as the income tax rate for Jersey companies is 0%.

 

9 Loss per share

 

The calculation of basic loss per share is based upon the net loss for the six months ended 30 June 2015 attributable to the ordinary shareholders of US$465,023 (for the six months ended 30 June 2014: net loss of US$1,301,114) and the weighted average number of ordinary shares outstanding calculated as follows:

 

Loss per share

For the six months ended 30/06/2015

For the six months

ended 30/06/2014

Basic loss per share (cents per share)

(1.68)

(5.20)

Loss attributable to equity holders of the entity

(465,023)

(1,301,114)

 

The weighted average number of ordinary shares outstanding before and after adjustment for the effects of all dilutive potential ordinary shares calculated as follows:

(in number of shares weighted during the year outstanding)

For the six months ended 30/06/2015

For the six months ended 30/06/2014

Weighted average number of shares in issue

Ordinary shares

27,744,962

25,004,432

27,744,962

25,004,432

Effect of dilutive potential ordinary shares

Share options

361,221

912,444

Weighted average of shares for the year (fully diluted)

28,106,183

25,916,876

 

The diluted loss per share for both 2015 and 2014 is kept the same as the basic loss per share because the conversion of the share options decreases the basic loss per share and is therefore anti-dilutive.

 

10 Non-current financial assets

 

At 30 June 2015

At 31 December 2014

Available-for-sale financial assets, USD:

Investments in equity shares (i)

- unlisted shares

37,883,237

31,854,151

Convertible notes receivable (ii)

- promissory notes

2,078,398

3,091,702

39,961,635

34,945,853

 

Reconciliation of fair value measurements of non-current financial assets:

 

Available-for-sale

Total

Unlistedshares

Convertiblenotes

USD

USD

USD

Balance as at 1 January 2014

26,932,335

2,193,304

29,125,639

Total gains or losses in 2014:

- in profit or loss - impairment

(451,482)

-

(451,482)

- in other comprehensive income

2,171,251

-

2,171,251

Purchases (including consulting & legal fees)

3,074,752

1,295,860

4,370,612

Disposal of investment (carrying value)

(258,352)

(14,036)

(272,388)

Conversion of notes to equity and net gain

385,647

(383,426)

2,221

Balance as at 31 December 2014

31,854,151

3,091,702

34,945,853

Total gains or losses in 2014:

- in profit or loss - impairment

-

-

-

- in other comprehensive income

4,645,549

-

4,645,549

Purchases (including consulting & legal fees)

-

305,000

305,000

Disposal of investment (carrying value)

-

(3,507)

(3,507)

Conversion and other movements

1,383,537

(1,314,797)

68,740

Balance as at 30 June 2015

37,883,237

2,078,398

39,961,635

 

Available-for-sale investments are carried at fair values. Where financial assets do not have a quoted market price in an active market and their fair values cannot be reliably measured they are measured at cost less any identified impairment losses at the end of reporting period, in accordance with IAS 39 para 46 (c) exemption.

 

Where there has been a relevant transaction during the year that gives an indication of the fair value of the unlisted shares, the shares are included at that fair value and the increase or decrease in fair value is recognised in the fair value reserve. The "price of recent investment" methodology is used mainly for investments in venture capital companies and includes cost of investment or valuation by reference to a subsequent financing round. Valuation increases above cost are only recognised if that round involved a new external investor and the company is meeting milestones set by investor.

 

(i) Equity investments as at 30 June 2015:

Investee company

Date of initial investment

Value at

1 Jan 2015,

USD

Additions to equity investments during the period, USD

Capitalized consulting and legal fees, USD

Gain/loss from changes in fair value of equity investments, USD

Impairments and Disposals, USD

Internal movements, USD

Value at 30 Jun 2015, USD

Equity stake owned

Unicell

15/09/2011

2,982,471

-

-

-

-

-

2,982,471

10.00%

DepositPhotos

26/07/2011

4,997,285

-

-

-

-

-

4,997,285

27.75%

RollApp

19/08/2011

600,000

-

-

-

-

-

600,000

10.00%

Wanelo

21/11/2011

5,369,400

-

-

-

-

-

5,369,400

4.73%

Gild

05/12/2011

549,345

-

-

-

-

-

549,345

1.04%

ThusFresh

26/03/2012

379,355

-

-

-

-

-

379,355

3.53%

Backblaze

24/07/2012

6,225,917

-

-

-

-

-

6,225,917

16.45%

UM Liquidating Trust

15/07/2014

29,273

-

-

-

-

-

29,273

5.89%

Gentoo LABS

17/09/2012

260,000

-

-

-

-

-

260,000

6.25%

Favim Holding

24/10/2012

305,050

-

-

-

-

-

305,050

20.00%

Appsindep

12/11/2012

1,863,685

-

-

-

-

-

1,863,685

19.24%

Virool

29/08/2012

502,275

-

-

-

-

-

502,275

1.69%

Adinch

19/02/2013

2,400,001

-

-

-

-

-

2,400,001

22.43%

Tracks Media

24/11/2011

341,350

-

-

456,179

-

-

797,529

6.83%

Wrike

12/06/2012

1,991,150

-

-

2,312,428

-

-

4,303,578

3.68%

Graphicly

03/04/2013

140,000

-

-

-

-

-

140,000

-

Oriense

27/01/2014

59,095

-

-

-

-

-

59,095

5.45%

E2C

15/02/2014

136,781

-

-

-

-

-

136,781

5.51%

Drippler

01/05/2014

302,400

-

-

-

-

-

302,400

1.44%

Weaved

13/06/2014

255,000

-

-

-

-

-

255,000

2.44%

Le Tote

21/07/2014

450,360

-

-

-

-

-

450,360

1.62%

Anews

25/08/2014

1,000,000

-

-

-

-

-

1,000,000

9.41%

Twtrland

01/09/2014

155,000

-

-

-

-

-

155,000

3.27%

Drupe Mobile

02/09/2014

230,000

-

-

-

-

-

230,000

9.37%

Taxify

15/09/2014

328,958

-

-

-

-

-

328,958

2.80%

Pipedrive

30/07/2012

-

-

-

1,785,512

-

808,205

2,593,717

5.71%

QuoteRoller

11/07/2014

-

-

-

83,596

-

409,912

493,508

2.70%

VitalFields

20/12/2013

-

-

-

7,834

-

165,420

173,254

2.23%

Total

31,854,151

-

-

4,645,549

-

1,383,537

37,883,237

 

(ii) Convertible loan notes as at 30 June 2015:

Investee company

 

Date of initial investment

Value at 1 Jan 2015,

USD

Additions to convertible note investments during the period, USD

Capitalized consulting and legal fees, USD

Amortized costs, USD

Internal movements, USD

Profit on disposal/ Impairment charge, USD

Disposals, USD

Value at 30 Jun 2015, USD

Term, years

Interest rate, %

Ninua

08/06/2011

500,000

-

-

-

-

-

-

500,000

1.5

5.00%

Pipedrive

30/07/2012

775,352

-

-

(172)

(775,180)

-

-

-

-

-

Sharethis

26/03/2013

571,323

-

-

(198)

-

-

-

571,125

5.0

1.09%

KitApps

10/07/2013

400,339

-

-

(145)

-

-

-

400,194

1.0

2.00%

VitalFields

20/12/2013

136,850

-

-

-

(136,850)

-

-

-

-

-

Gentoo LABS

21/05/2014

100,475

-

-

(170)

-

-

-

100,305

2.0

0.28%

Whale Path

02/06/2014

203,548

-

-

(1,240)

-

-

-

202,308

2.0

5.00%

Quote Roller

11/07/2014

403,815

-

-

(1,048)

(402,767)

-

-

-

-

-

ScentBird

13/04/2015

-

300,000

5,000

(534)

-

-

-

304,466

1.0

4.00%

Total

 

3,091,702

300,000

5,000

(3,507)

(1,314,797)

-

-

2,078,398

 

11 Trade and other receivables

 

At 30 June 2015

At 31 December 2014

USD

USD

Prepayments

9,016

6,438

Interest receivable on promissory notes

128,648

152,528

Interest receivable on deposits

818

818

138,482

159,784

 

12 Cash and cash equivalents

 

The cash and cash equivalents as at 30 June 2015 include cash on hand and in banks, deposits, net of outstanding bank overdrafts. The effective interest rate at 30 June 2015 was 0.7%.

 

Cash and cash equivalents comprise the following:

 

At June 2015

At December 2014

USD

USD

Deposits

1,000,000

1,000,000

Bank balances

840,364

1,639,070

1,840,364

2,639,070

 

The following table represents an analysis of cash and equivalents by rating agency designation based on Fitch rating or their equivalent:

At 30 June 2015

At 31 December 2014

USD

USD

Bank balances

BBB+ rating

840,364

1,639,070

840,364

1,639,070

Deposits

BBB- rating

1,000,000

1,000,000

1,000,000

1,000,000

1,840,364

2,639,070

 

13 Trade and other payables

 

At 30 June 2015

At 31 December 2014

USD

USD

Directors' fees payable

40,630

23,902

Trade payables

6,621

34,874

Other current liabilities

47

623

47,298

59,399

 

14 Share capital

 

On 30 June 2015 the Company had an authorised share capital of unlimited shares of no par value and had issued share capital of:

At 30 June 2015

At 31 December 2014

 

USD

USD

 

Share capital

31,453,510

31,453,510

 

 

Issued capital comprises:

Number

Number

 

Fully paid ordinary shares

27,744,962

27,744,962

 

Number of shares

Share capital,

USD

Balance at 31 December 2014

27,744,962

31,453,510

Issue of shares

-

-

Share buy-back and cancellation

-

-

Balance at 30 June 2015

27,744,962

31,453,510

 

15 Share-based payments

 

For the six months ended 30/06/2015

For the six months

ended 30/06/2014

USD

USD

Share option (compensation expense)

27,349

94,848

Total share-based payment charge

27,349

94,848

 

On 24 October 2012, Board of Directors approved a share option plan (the "Plan") for directors, officers, employees of or consultants to the Company and/or any company directly or indirectly controlled by the Company.

 

Under the Plan, options for a total of 7,500,000 ordinary shares in the Company, representing approximately 30% of the then issued share capital (or 23% of the enlarged share capital at the time, assuming full exercise of the options), could be made available at an exercise price determined by the Board or its remuneration committee, which would not be less than the closing middle market price for the Company's share on AIM on the date of grant as published by or on behalf of the London Stock Exchange plc.

 

Options were to vest on a daily basis over a period of 3 years whilst the option holder remains eligible, and vested options could be exercised on each anniversary of the grant, but if not exercised within 1 year from the allowable date of exercise, would lapse.

 

The following options, without performance conditions, have been granted under the Plan on 24 October 2012:

 

Name

Option Shares

Option Price Year 1

Option Price Year 2

Option Price Year 3

German Kaplun (Employee)

1,125,000

US$1.40

US$1.55

US$1.70

Alexander Morgulchik (Employee)

1,125,000

US$1.40

US$1.55

US$1.70

Alexander Selegenev (Director)

1,125,000

US$1.40

US$1.55

US$1.70

Artyom Inyutin (Employee)

1,125,000

US$1.40

US$1.55

US$1.70

Yuri Mostovoy (Director)

562,500

US$1.40

US$1.55

US$1.70

Alexander Pak (Employee)

300,000

US$1.40

US$1.55

US$1.70

Levan Kavtaradze (Employee)

150,000

US$1.40

US$1.55

US$1.70

TOTAL

5,512,500

 

The fair value of services received in return for share options granted is based on the fair value of share options and warrants granted, measured using the Black-Scholes formula, using the following assumptions:

 

(in USD, except for number of shares and percent)

Option Price Year 1

Option Price Year 2

Option Price Year 3

Number of share options granted

1,837,500

1,837,500

1,837,500

Fair value of share option at date of grant

0.25

0.15

0.09

Share price at date of grant

1.65

1.65

1.65

Exercise price

1.40

1.55

1.70

Expected volatility, per cent

9.39%

9.39%

9.39%

Option life, years

0-1

0-2

0-3

Expected dividends, percent

0

0

0

Risk free interest rate, percent

0.41%

0.41%

0.41%

 

Expected volatility is estimated from the Company's share price performance on AIM.

 

Number of shares

Weighted average exercise price of share options

Outstanding share options at 31 December 2014

3,675,000

1.63

Options exercised during six months ended 30 June 2015

0.00

Options expired during the six months ended 30 June 2015

0.00

Outstanding shares at 30 June 2015

3,675,000

1.63

Exercisable share options at 30 June 2015

1,837,500

1.55

 

On 20 June 2014, the Company's senior managers German Kaplun, Alexander Morgulchik and Artyom Inyutin each exercised options over 375,000 (in total 1,125,000) ordinary shares, at the exercise price of US$1.40 per share. The share price on the date of exercise was US$1.975 per share.

 

No other options that vested in Year 1 under the Plan were exercised, and those options have now lapsed.

 

16 Reserves

Share-based payment reserve

USD

Fair value reserve

USD

Retained losses

USD

Total

USD

Balance as at 1 January 2014

695,970

7,937,367

(3,177,084)

5,456,253

Loss for the year

-

-

(1,561,988)

(1,561,988)

Gain from changes in fair value

-

2,171,251

-

2,171,251

Share-based payment charge

166,282

-

-

166,282

Transfer on lapse of share options

(469,593)

-

469,593

-

Balance as at 31 December 2014

392,659

10,108,618

(4,269,479)

6,231,798

Loss for the year

-

-

(465,023)

(465,023)

Gain from changes in fair value

-

4,645,549

-

4,645,549

Share-based payment charge

27,349

-

-

27,349

Transfer on exercise of share options

-

-

-

-

Balance as at 30 June 2015

420,008

14,754,167

(4,734,502)

10,439,673

 

17 Related party transactions

 

Since May 2012, TMT's Moscow-based staff have been located in an office that belongs to a company ("Orgtekhnika") controlled by Mr. Alexander Morgulchik and Mr. German Kaplun, who collectively own 22.12% of the issued share capital of TMT and are thus considered related parties. There are currently 5 TMT staff involved working substantially full time on TMT's business. TMT started paying rent from 1 October 2012. Rent was being paid to Orgtekhnika at the rate of US$700 per sq meter per year of space utilised. Together with other related expenses (support personnel, company car, security services, etc.), the total costs to TMT were US$14,384 per month (US$172,608 per year). Following the recent negative developments in the Russian economy and Moscow office rental market in particular, starting from 1 February 2015 these office costs have been reduced to US$7,000 per month. The board believes this represents a discount from the prevailing market rate for similar office space in Moscow.

 

18 Subsequent events

 

In August 2015, the Company invested an additional US$100,000 in ScentBird.

 

In August 2015, TMT's portfolio company Kanvas Labs, Inc. ("Kanvas") was acquired by AOL, Inc. The transaction represents an approximately US$0.46 million (or 134%) uplift in the fair value of TMT's investment in Kanvas, compared to the latest reported amount as of 31 December 2014.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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