Last checked at 23 Dec 2015 12:05
Vela Technologies plc
("Vela" or the "Company")
Unaudited interim results for the six months ended 30 September 2015
chairman's statement
Half-Yearly Report for the six months ended 30 September 2015
Dear Shareholders
Your Company continues to advance its stated objective of searching out quality investments in the disruptive technology sector.
During the period the Company made a loss of £92,000 compared to a loss of £90,000 for the comparable six months ending 30 September 2014.
Your company made one new investment during the period namely an investment of £50,000 into Revolve Performance Limited ("Revolve Performance") - a newly incorporated company that acquired 100% of the share capital of Nitec Limited ("Nitec"). Nitec owns 100% of the UK operating company, Revolve Technologies Limited ("Revolve Technologies"), and 91% of Mountune LLC, the US operating company.
Revolve Technologies is a long established and profitable specialist powertrain and performance engineering group that owns a performance brand Mountune. The Mountune products are used by consumers and racing teams to enhance engine performance.
The Company has now built a portfolio of investments that the board believe will create value for shareholders.
Towards the period end, your company raised an additional £250,000 at 0.2 pence per share. Following this raise, £175,000 of the proceeds were invested, in November 2015, in Blockchain Tech Limited a technology company exploring applications of blockchain technology in a variety of industries including money transmission, insurance, voting and smart contracts. Currently the focus is on developing a remittance solution, Interbit - Blockchain Tech Limited (now called BTL Group Limited) trades on the Canadian Venture Exchange.
Summary of investment portfolio
In addition to its investments in BTL Group Ltd and Revolve Performance the Company has minority investments in the following businesses:
Portr Limited - is the owner of an on-line demand airport luggage transfer service, AirPortr, and has recently signed a long term agreement to operate its on demand luggage service at Heathrow Airport.
Stream TV Networks Inc - a US company that has developed Ultra - D which enables viewers to view 3D media without glasses and from any angle. Stream has recently won the Lumiere Award from the International 3D and Advanced Imagining Society for technology innovation.
Disruptive Tech Limited - is a private technology investment business focussing on companies that can "disrupt". It owns and manages investments in six technology businesses including Nektan plc, a leading international B2B mobile gaming content developer and platform provider quoted on AIM.
3Legs Resources plc - is an Isle of Man incorporated investing company focused on acquisitions within the life sciences and related technologies sector. 3Legs Resources plc ("3Legs") is quoted on AIM and currently suspended because they have not completed an acquisition within 12 months of becoming an investment company. 3Legs has signed non-binding heads of terms for the acquisition of SalvaRx Limited, which owns 60.5% of iOX, a company developing a series of compounds for cancer immunotherapy.
Advance Laser Imaging Limited - a company using laser scanning hardware and software applications to produce 360 degree 3D images and models.
Rosslyn Data Technologies plc - the AIM quoted holding company for the operating companies Rosslyn Analytics Limited and Rosslyn Analytics Incorporated, whose cloud-based services seek to provide a fast and efficient way for companies to use and understand their data.
The Social Superstore Limited - a private company developing an online social commerce platform with a view to full launch in the UK.
Your directors look forward to 2016 with great interest as a number of the investments evolve further.
N Brent Fitzpatrick MBE
Chairman
Vela Technologies PLC
For further information please contact:
Vela Technologies plc | |
Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director
|
Tel: +44 (0) 7802 262 443
|
Allenby Capital Limited (Nominated Adviser) | |
Nick Athanas/Katrina Perez/James Reeve
| Tel: +44 (0) 20 3328 5656 |
Vicarage Capital Limited (Broker) | |
Rupert Williams/Jeremy Woodgate
| Tel: +44 (0) 20 3651 2910 |
unaudited statement of comprehensive income
for the six months ended 30 September 2015
6 months ended | 6 months ended | year ended | ||
30 September | 30 September | 31 March | ||
2015 | 2014 | 2015 | ||
Notes | £'000 | £'000 | £'000 | |
Revenue | 4 | - | 8 | |
Gross profit | - | - | 8 | |
Administrative expenses | ||||
-share based payments | (107) | |||
- other administrative expenses | (96) | (90) | (204) | |
Total administrative expenses and loss from operations | (96) | (90) | (311) | |
Profit/(loss) before tax | (92) | (90) | (303) | |
Income tax | - | - | - | |
Profit/(loss) | (92) | (90) | (303) | |
Other comprehensive income: | ||||
Items that will or may be reclassified to profit/loss: | ||||
Fair value movement on available for sale investments | - | - | 253 | |
Other comprehensive income for the year | - | - | 253 | |
Total comprehensive income | - | - | (50) | |
Attributable to: | ||||
Equity holders of the company | (92) | (90) | (50) | |
Earnings per share | ||||
Basic and diluted earnings/(loss) per share (pence) | 5 | (0.04) | (0.07) | (0.12) |
unaudited balance sheet
as at 30 September 2015
|
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | ||
Notes | £'000 | £'000 | £'000 | |
Assets | ||||
Investments | 6 | 1,297 | 854 | 1,147 |
Current assets | ||||
Trade and other receivables | 7 | 29 | 21 | 31 |
Cash and cash equivalents | 138 | 10 | 156 | |
Total current assets | 167 | 31 | 187 | |
Non current assets held for sale | - | - | - | |
Total assets | 1,464 | 885 | 1,334 | |
Equity and liabilities | ||||
Equity | ||||
Called up share capital | 8 | 584 | 249 | 459 |
Share premium reserve | 1,061 | - | 936 | |
Available for sale reserve | 253 | - | 253 | |
Share-based payment reserve Share premium account | 107
| - 831 | 107 | |
Retained earnings | (542) | (237) | (450) | |
Total equity | 1,463 | 843 | 1,305 | |
Current liabilities | ||||
Trade and other payables | 1 | 42 | 29 | |
Total liabilities | 1 | 42 | 29 | |
Total equity and liabilities | 1,464 | 885 | 1334 |
unaudited cashflow statement
for the six months ended 30 September 2015
6 months ended | 6 months ended | year ended | ||
30 September | 30 September | 31 March | ||
2015 | 2014 | 2015 | ||
£'000 | £'000 | £'000 | ||
Operating activities | ||||
(Loss)/profit before tax | (92) | (90) | (303) | |
Share-based charge | - | 107 | ||
Issue of shares in lieu of services | - | - | 65 | |
(Increase)/Decrease in receivables | 2 | 285 | (5) | |
(Decrease)/Increase in payables | (28) | 1 | (12) | |
Total cash flow from operating activities | (118) | 196 | (148) | |
Investing activities | ||||
Consideration for disposal of investment | - | - | 6 | |
Consideration for purchase of investment | (150) | (230) | (276) | |
Total cash flow from investing activities | (150) | (230) | (270) | |
Financing activities | ||||
Issue of ordinary share capital Share premium on the issue of ordinary share | 250 | 7 28 | 565 | |
Total cash flow from financing activities | 250 | 35 | 565 | |
Net (decrease)/increase in cash and cash equivalents | (18) | 1 | 147 | |
Cash and cash equivalents at start of year/period | 156 | 9 | 9 | |
Cash and cash equivalents at the end of the year/period | 138 | 10 | 156 | |
Cash and cash equivalents comprise: | ||||
Cash and cash in bank | 138 | 10 | 156 | |
Cash and cash equivalents at end of year/period | 138 | 10 | 156 | |
unaudited statement of changes in equity
for the six months ended 30 September 2015
Share capital | Share Premium | Share Option Reserve | Available for sale reserve | Retained Earnings | Total Equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 April 2015 | 459 | 936 | 107 | 253 | (450) | 1305 |
Profit for the period and total comprehensive income for the period | (92) | (92) | ||||
Issue of shares in lieu of services | ||||||
Issue of shares | 125 | 125 | (250) | |||
Balance at 30 September 2015 | 584 | 1,061 | 107 | 253 | (542) | 1,463 |
Balance at 1 April 2014 | 222 | 723 | - | (147) | 798 | |
Issue of shares in lieu of services | 7 | 28 | 35 | |||
Issue of share capital | 20 | 80 | - | - | - | 100 |
Loss for the year | - | - | - | - | (90) | (90) |
Balance at 30 September 2014 | 249 | 831 | - | - | (237) | 843 |
Balance at 1 April 2014 | 222 | 723 | - | - | (147) | 798 |
Issue of share options | - | - | 107 | - | - | 107 |
Issue of share capital | 237 | 213 | - | - | 450 | |
Transactions with owners | 237 | 213 | 107 | - | - | 557 |
Loss for the year | - | - | - | - | (303) | (303) |
Other comprehensive income | - | - | - | 253 | - | 253 |
Total comprehensive income | - | - | - | 253 | (303) | (50) |
Balance at 31 March 2015 | 459 | 936 | 107 | 253 | (450) | 1305 |
notes to the interim accounts
for the six months ended 30 September 2015
1. General information
Vela Technologies Plc is a company incorporated in the United Kingdom.
These unaudited condensed interim financial statements for the six months ended 30 September 2015 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31 March 2015 and are presented in pounds sterling.
The comparative figures for the financial year ended 31 March 2015 have been extracted from the Company's statutory accounts which have been delivered to the Registrar of Companies and reported on by the company's Auditors. Their report was unqualified and contained no statement under section 298 (2) or (3) of the Companies Act 2006.
2. Changes in accounting policy
The assessment of new standards, amendments and interpretations issued but not effective, are not anticipated to have a material impact on the interim financial statements.
3. Going concern
The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources.
The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.
4. Investments
Fixed asset investments are stated at fair value.
5. Earnings per share
Earnings per share has been calculated on a loss after tax of £92,000 (period to 30 September 2014: £90,000 loss; year to 31 March 2015: £303,000 loss) and the weighted number of average shares in issue for the year of 241,872,777 weighted (30 September 2014: 120,044,010 weighted; 31 March 2015: 263,087,300).
Reconciliation of the profit and weighted average number of shares used in the calculations are set out below:
6 months ended 30 September2015 | 6 months ended 30 September 2014 | Year ended 31 March 2015 | |
Profit/(loss) (£'000) | (92) | (90) | (303) |
Earnings per share (pence) | (0.04) | (0.07) | (0.12) |
6. Investments
Other investments | |||
Cost at 1 April 2015 | 1,147 | ||
Purchased in the period | 150 | ||
Cost at 30 September 2015 | 1,297 |
3Legs Resources plc
On 13th May 2015 the Company acquired a further 4,500,000 existing ordinary shares in 3Legs Resources plc (3Legs) at a price of 0.215 pence per share. Vela's resultant holding in 3Legs is 23,500,000 shares, which represented 5.42% of the total voting rights of 3Legs at the date of purchase. Vela's shareholding in 3Legs has been acquired at an average price of 0.213 pence per share for a total consideration of approximately £50,090
Investment in Revolve Performance Limited
On 19th June 2015 the Company invested £50,000 in Revolve Performance Limited for a minority share in the Company.
Investment in BTL Group Ltd
BTL signed a binding letter of intent, dated 16 June 2015, with Northern Aspect Resources Ltd ("NARL"), a company listed on the TSX Venture Exchange (NEX:NTH.H), in which NARL agreed, subject to certain conditions, to acquire all of the issued and outstanding share capital of BTL (the "Transaction").
Upon completion of the Transaction the continuing business of NARL will be BTL and the company was re-named BTL Group Ltd. The Transaction was completed on 6th November 2015.
The investment by Vela was made into NARL, conditional on the Transaction completing. Vela has a c. 5% equity interest in the fully diluted issued share capital of BTL Group Ltd.
7. Trade and other receivables
| 30 September | 30 September | 31 March | |
| 2015 | 2014 | 2015 | |
£'000 | £'000 | £'000 | ||
Trade and other receivables | 29 | 21 | 31 | |
29 | 21 | 31 |
As announced on 30 September 2014 the Company remains in discussions with Gilbert Elliot on settlement of £12,500 owed to Vela and expects to conclude this in the new year.
8. Share capital
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | |
£'000 | £'000 | £'000 | |
Authorised capital | |||
9,999,520,000 ordinary shares of 0.1 pence each | 10,000 | 10,000 | 10,000 |
10,000 | 10,000 | 10,000 | |
Allotted, called up and fully paid capital | |||
584,087,020 (30 September 2014: 249,087,020 31 March 2015: 459,087,020) ordinary shares of 0.1 pence each | 584 | 249 | 459 |
584 | 249 | 459 |
Allotments during the period
The Company allotted the following ordinary shares during the period:
6 months ended 30 September 2015 | |
Shares in issue at 1 April 2015 | 459,088,020 |
Shares issued during the year | 125,000,000 |
Shares in issue at 30 September 2015 | 584,088,020 |
6 months ended 30 September 2014 | |
Shares in issue at 1 April 2014 | 222,088,021 |
Shares issued during the period | 27,000,000 |
Shares in issue at 30 September 2014 | 249,088,021 |
Year ended 31 March 2015 | |
Shares in issue at 1 April 2014 | 222,088,021 |
Shares issued during the period | 236,999,999 |
Shares in issue at 31 March 2015 | 459,088,020 |
On 26th August 2015 the Company issued 125,000,000 new ordinary 0.1p shares at a price of 0.2p per placing share.
9. Related party transactions
During the period the Company entered into the following related party transactions. All transactions were made on an arm's length basis:
Ocean Park Developments Limited
Nigel Brent Fitzpatrick, Non-Executive director, is also a director of Ocean Park Developments Limited. During the period the Company paid £15,000 (30 September 2014: £6,000; 31 March 2015: £21,000) in respect of his directors fees to the Company. The balance due to Ocean Park Developments at the period end was £nil (30 September 2014 £nil; 31 March 2015: £nil).
Risk Alliance Insurance Brokers Limited
Nigel Brent Fitzpatrick, Non-Executive director, is also a director of Risk Alliance Insurance Brokers Limited. During the period the Company paid £5,510 (30 September 2014: £3,975; 31 March 2015: £5,830) in respect of insurance services for the Company. The balance due to Risk Alliance Insurance Brokers Limited at the period end was £nil (30 September 2014 £nil; 31 March 2015: £nil)
Widdington Li•mited
Antony Laiker, director, is also a director of Widdington Limited. During the period the Company paid £23,000 (30 September 2014: £nil; 31 March 2015: £23,000) in respect of his directors fees to the Company. The balance due to Widdington Limited at the period end was £nil (30 September 2014 £nil; 31 March 2015: £nil).
10. Principal risks and uncertainties
Principal risks and uncertainties are set out in the annual financial statements within the directors' report and also in note 13 and are reviewed on an on-going basis.
The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the company, and will have overall responsibility for setting the company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the company's business both prior to and following an acquisition.
There have been no significant changes in the first six months of the financial year to the principle risks and uncertainties as set out in the 31 March 2015 Annual Report and Accounts.
11. Board Approval
These interim results were approved by the Board of Vela Technologies Plc on 23 December 2015.
DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS AND UNCERTANTIES
Responsibility statement
We confirm to the best of our knowledge:
(a) The condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
(b) The interim management report includes a fair review of the information required by:
(1) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(2) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party described in the last annual report that could do so.
N Brent Fitzpatrick MBE
Chairman