Vela Technologies Regulatory News (VELA)

18 December 2013 Vela Technologies PLC ("Vela" or the "Company") Half-Yearly Report for the six months Ended 30 September 2013 chairman's statement It is with pleasure that I present the half yearly report for the 6 monthsunder review to 30 September 2013. The company continues to maintain a position in Disruptive Tech Limited(formerly eSeekers Limited) and Advanced Laser Imaging Limited, both acquiredduring the period under review, and in Stream TV Networks Inc., RosslynAnalytics Limited and Portr Limited, acquired after the period end. Furtherdetails and update announcements can be found on our website atwww.velatechplc.com. We look forward to a least one if not two of our investments obtaining a publicquotation sometime during 2014. We are constantly looking at potential new investments that will add furthervalue to our portfolio. Details of all related party transactions can be found at note 10 of theseinterim accounts. N.B. Fitzpatrick MBE Chairman For further Information: Brent Fitzpatrick, Non-Executive Chairman 0207 330 1885Antony Laiker, DirectorVela Technologies plc ZAI Corporate Finance, Nomad 020 7060 2220Peter Trevelyan-Clark/Tim Cofman/Wei Wang Peterhouse Corporate Finance, Broker 020 7469 0932Eran Zucker unaudited statement of comprehensive income for the six months ended 30 September 2013 6 months 6 months year ended ended ended 30 30 31 September September March 2013 2012 2013 Notes £'000 £'000 £'000 Revenue - - - Cost of sales - - - Gross profit - - - Administrative expenses - depreciation - - - - share-based payments - (2) (2) - other administrative expenses (98) (451) (561) - Amounts written off in CVA 7 - - 430 Total administrative expenses and (98) (453) (133)loss from operations Interest payable - - - Profit on disposal of subsidiary 6 - 273 273 Profit on disposal of associate - - - Profit/(loss) before tax (98) (180) 140 Income tax - - (45) Profit/(loss) and total (98) (180) 95comprehensive income Attributable to: Equity holders of the company (98) (180) 95 Earnings per share Basic and diluted earnings/(loss) 5 (0.11) (2.34) 0.47per share (pence) unaudited balance sheet as at 30 September 2013 30 30 31 September September March 2013 2012 2013 Notes £'000 £'000 £'000 Assets Investments 8 264 - - Current assets Trade and other receivables 17 36 11 Cash and cash equivalents 61 44 104 Total current assets 78 80 115 Non current assets held for - - -sale Total assets 342 80 115 Equity and liabilities Equity Called up share capital 9 133 4,852 4,912 Capital redemption reserve - 13,188 13,188 Share-based payment reserve - 1,178 - Share premium account 257 23,792 24,032 Retained earnings (127) (43,546) (42,093) Total equity 263 (536) 39 Current liabilities Trade and other payables 79 616 76 Total liabilities 79 616 76 Total equity and liabilities 342 80 115 unaudited cashflow statement for the six months ended 30 September 2013 6 months 6 months year ended ended ended 30 30 31 September September March 2013 2012 2013 £'000 £'000 £'000 Operating activities (Loss)/profit before tax (98) (180) 140 Share-based charge - 2 2 (Increase)/Decrease in receivables (6) 15 40 Increase in payables 3 154 86 Gain on Company Voluntary - - (430)Arrangement (Utilisation) of provision for - - (42)onerous lease Profit on disposal of subsidiaries - (273) (273) Tax charge - - (45) Total cash flow from operating (101) (282) (522)activities Investing activities Consideration for disposal of - 323 323investment in subsidiary Consideration for acquisition in (264) - -associates Total cash flow from investing (264) 323 323activities Financing activities Issue of ordinary share capital 65 - 60 Share premium on the issue of 257 - 240ordinary share Total cash flow from financing 322 - 300activities Net (decrease)/increase in cash (43) 41 101and cash equivalents Cash and cash equivalents at start 104 3 3of year/period Cash and cash equivalents at the 61 44 104end of the year/period Cash and cash equivalentscomprise: Cash and cash in bank 61 44 104 Cash and cash equivalents at end 61 44 104of year/period unaudited statement of changes in equity for the six months ended 30 September 2013 Capital Share-based Share Share Redemption payment Retained Total capital Premium Reserve reserve Earnings Equity £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 April 4,912 24,032 13,188 - (42,093) 392013 Share option - - - - - -charge Share options - - - - - -lapse Capital (4,844) (24,032) (13,188) - 42,064 -restructure Issue of share 65 257 - - - 322capital Transactions with - - - - - -owners Profit for the - - - - (98) (98)period and totalcomprehensiveincome for theperiod Balance at 30 133 257 - - (127) 263September 2013 Balance at 1 April 4,852 23,792 13,188 1,176 (43,366) (358)2012 Share option - - - 2 - 2charge Share options - - - - - -lapse Issue of share - - - - - -capital Transactions with - - - - - -owners Profit for the - - - - (180) (180)year and totalcomprehensiveincome for theyear Balance at 30 4,852 23,792 13,188 1,178 (43,546) (536)September 2012 Balance at 1 April 4,852 23,792 13,188 1,176 (43,366) (358)2012 Share option - - - 2 - 2charge Share options - - - (1,178) 1,178 -lapse Issue of share 60 240 - - - 300capital Transactions with 60 240 - (1,176) 1,178 302owners Profit for the - - - - 95 95year and totalcomprehensiveincome for theyear Balance at 31 4,912 24,032 13,188 - (42,093) 39March 2013 notes to the interimaccounts for the six months ended 30 September 2013 1. General information Vela Technologies Plc is a company incorporated n the United Kingdom. These unaudited condensed interim financial statements for the six months ended30 September 2013 have been prepared in accordance with International FinancialReporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adoptedby the European Union and do not constitute statutory accounts as defined inSection 434 of the Companies Act 2006. This condensed set of financialstatements has been prepared applying the accounting policies that were appliedin the preparation of the Company's published financial statements for the yearended 31 March 2013 and are presented in pounds sterling. The comparative figures for the financial year ended 31 March 2013 have beenextracted from the Company's statutory accounts which have been delivered tothe Registrar of Companies and reported on by the company's Auditors. Theirreport 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 noteffective, are not anticipated to have a material impact on the interimfinancial statements. 3. Going concern The company's activities, together with the factors likely to affect its futuredevelopment and performance, the financial position of the company, its cashflows and liquidity position have been considered by the Directors, takingaccount of the current market conditions which demonstrate that the companyshall continue to operate within its own resources. The Directors believe that the company is well placed to manage its businessrisks successfully, and that the company has adequate resources to continue inoperational existence for the foreseeable future. Accordingly, they consider itappropriate to adopt the going concern basis in preparing these condensedfinancial statements. 4. Investments Fixed asset investments are stated at cost less provision for diminution invalue. 5.Earnings per share Earnings per share has been calculated on a loss after tax of £98,000 (periodto 30 September 2012: £180,000 loss; year to 31 March 2013: £95,000 profit) andthe weighted number of average shares in issue for the year of 88,679,309weighted (30 September 2012: 7,679,309 weighted; 31 March 2013: 20,008,076). Reconciliation of the profit and weighted average number of shares used in thecalculations are set out below: 6 months ended 6 months ended Year ended 30 September 30 September 31 March 2013 2012 2013 Profit/(loss) (£'000) (98) (180) 95 Earnings per share (pence) (0.11) (2.34) 0.47 A capital reorganisation was approved at a General Meeting held on 28 May 2012.Each of the Company's existing Ordinary shares of 0.1p each were subdividedinto 1 `New' Ordinary Share of 0.001 pence (`New shares') and 99 New Deferredshares of 0.001 pence (`New Deferred Shares'). The New Shares above wereconsolidated into New Ordinary Shares of 0.1 pence each on the basis of 1 NewOrdinary Share for every 100 New Shares. The Admission of the New OrdinaryShares to trading on AIM took place on 29 May 2012. The Earnings per Share comparatives have been adjusted to reflect theredenomination of the share capital. 6.Disposal of subsidiary / Non current assets held for sale Disposal of DGM India Internet Marketing Limited (DGM India) On 4 April 2012, the Board entered into a sale and purchase agreement for thedisposal of the subsidiary, DGM India, to Tyroo Media Private Limited and toInflection Digital Holdings Private Limited (both of which are privatecompanies incorporated and registered in India), for a total grossconsideration of 33,500,000 ruppees (approx £412,760). This transactioncompleted in July 2012. The carrying value of the investment in the subsidiary was recognised as a "noncurrent asset held for sale" as at 31 March 2012. The profit on disposal was calculated as proceeds net of costs (£323,000) lesscarrying value of asset (£50,000) giving the profit recognised of £273,000. At 31 March 2013 all subsidiaries had been disposed of. 7.Amounts written off in CVA On 21 December 2012 the Company entered a company voluntary arrangement ("CVA")and on 14th January 2013 the Company's creditors and members approved the CVAproposed by the previous directors of the Company who resigned on 18th January2013. Since this approval the Joint Supervisors have established all claims anddespatched payments in respect of valid claims at the rate set in the approvedarrangement being 17 pence in the pound before administrators' costs. The firstand final dividend was paid on 29 April 2013 at a rate of 15.96 pence in thepound. The CVA was successfully completed on 29 August 2013. In December 2012 new investors conditionally subscribed for a number ofordinary shares, which generated substantial funds into the Company. Net fundsreceived of some £280,000 allowed £99,189 to be used for the benefit of the CVAcreditors, with the balance to allow the Company to fulfil its new investingpolicy. The amount written off represents the difference between the total creditorsapproved and the dividend paid. 8. Investments Other investments Cost at 1 April 2013 - Purchased in the period 264 Cost at 30 September 2013 264 Investment in Disruptive Tech Ltd On 14 August 2013 the Company acquired 262,090 shares, ultimately representinga 0.62% interest in Disruptive Tech Ltd (a Gibraltar Company) for a total of £250,000. The purchase price was satisfied by a cash payment of £125,000 and thebalance of £125,000 by way of the issue of 8,333,333 Ordinary shares of 0.1pence at a price of 0.15p. Investment in Advance Laser Imaging Limited On 11 September 2013 the Company acquired a £75,000 investment in Advance LaserImaging Ltd representing a 6.25% share. Investment in Stream TV Networks Inc. The Company acquired a minority investment for £64,000 by way of ConvertibleLoan Note in Stream TV Networks Inc. ("Stream TV") a Delaware-based technologycompany. The Loan Notes will accrue simple interest at the rate of twelve (12%)per cent annually until 31 December 2014. 9.Share capital 30 30 31 September September March 2013 2012 2013 £'000 £'000 £'000 Authorised capital 9,999,520,000 ordinary shares of 0.1 pence 10,000 10,000 10,000each 76,025,157,516 deferred shares of 0.001 pence 760 760 760 4,083,918,156 deferred shares of 0.1 pence 4,084 4,084 4,084each 54,952,000 deferred shares of 24 pence each 13,188 13,188 13,188 28,032 28,032 28,032 Allotted, called up and fully paid capital 67,679,309 (30 September 2012: 7,679,309) 133 8 68ordinary shares of 0.1 pence each 76,025,157,516 deferred shares of 0.001 pence - 760 760 4,083,918,156 deferred shares of 0.1 pence - 4,084 4,084each 133 4,852 4,912 Allotments during the period The Company allotted the following ordinary shares during the period: 6 months ended 30 September 2013 Shares in issue at 1 April 2013 67,679,309 Shares issued during the year 65,000,000 Shares in issue at 30 September 2013 132,679,309 6 months ended 30 September 2012 Shares in issue at 1 April 2012 7,679,309 Shares issued during the period - Shares in issue at 30 September 2012 7,679,309 Year ended 31 March 2013 Shares in issue at 1 April 2012 7,679,309 Shares issued during the period 60,000,000 Shares in issue at 31 March 2013 67,679,309 A capital reorganisation was approved at a General Meeting held on 28 May 2012.Each of the Company's existing Ordinary shares of 0.1p each have beensubdivided into 1 `New' Ordinary Share of 0.001 pence (`New shares') and 99 NewDeferred shares of 0.001 pence (`New Deferred Shares'). The New Shares abovehave been consolidated into New Ordinary Shares of 0.1 pence each on the basisof 1 New Ordinary Share for every 100 New Shares. The Admission of the NewOrdinary Shares to trading on AIM took place on 29 May 2012. The Company's main source of capital is the parent Company's equity shares. Thepolicy is to retain sufficient authorised share capital so as to be able toissue further shares to fund acquisitions, settle share-based transactions andraise new funds. On 24th December 2012, the Company announced that Adrian Moss, a formerdirector of the company had agreed to participate in a placing of 5,000,0000.01p shares at a price of 0.05p for a total consideration of £25,000. Thistransaction completed on 5 September 2013. On completion of this Adrian Mossowns 5,995,100 shares in the Company representing a shareholding of 4.25%. A further issue of shares took place on 9 August 2013, 60,000,000 Ordinaryshares of 0.1 pence being issued at 0.5p each generating gross proceeds of £300,000. 10.Related party transactions During the period the Company entered into the following related partytransactions. 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 OceanPark Developments Limited. During the period the Company paid £6,000 (30September 2012: £nil; 31 March 2013 : £2,500) in respect of his directors feesto the Company. The balance due to Ocean Park Developments at the period endwas £nil (30 September 2012 £nil; 31March 2013 : £nil). Risk Alliance Insurance Brokers Limited Nigel Brent Fitzpatrick, Non-Executive director is also a director of RiskAlliance Insurance Brokers Limited. During the period the Company paid £3,975(30 September 2012: £nil; 31 March 2013: £nil) in respect of insurance servicesfor the Company. The balance due to Risk Alliance Insurance Brokers Limited atthe period end was £nil (30 September 2012 £nil; 31March 2013 : £nil) Share Options held by Directors On 21 December 2012, the following share options held by the former directorslapsed when the Company entered a CVA: Adrian Moss - 174,000 options David Lees - 17,500 options Keith Lassman - 12,500 options Placing of shares On 24th December 2012, the Company announced that Adrian Moss, a formerdirector of the company had agreed to participate in a placing of 5,000,0000.01p shares at a price of 0.05p for a total consideration of £25,000. Thistransaction completed on 5 September 2013. On completion of this Adrian Mosswill own 5,995,100 shares in the Company representing a shareholding of 4.25%. 11.Events after the balance sheet date Investment in Rosslyn AnalyticsLtd On 9 October 2013, the Board announced that the Board a £100,002 investment inRosslyn Analytics Ltd. The Company has committed £100,002 for a 0.7% interest. Investment in Portr Ltd The Company announced an investment of £50,000 by way of a cash subscriptionfor 32,136 new ordinary shares of 0.0001p each in Portr Limited, for a 2%interest. Placing of 11,500,000 Ordinary Shares A further issue of shares took place on 9 October 2013, 11,500,000 Ordinaryshares of 0.1 pence being issued at 1p each generating gross proceeds of £115,000. 12. Principal risks and uncertainties Principal risks and uncertainties are set out in the annual financialstatements within the directors' report and also in note 14 and are reviewed onan on-going basis. The Board will provide leadership within a framework of appropriate andeffective controls. The Board will set up, operate and monitor the corporategovernance values of the company, and will have overall responsibility forsetting the company's strategic aims, defining the business objective, managingthe financial and operational resources of the Company and reviewing theperformance of the officers and management of the company's business both priorto and following an acquisition. There have been no significant changes in the first six months of the financialyear to the principle risks and uncertainties as set out in the 31 March 2013Annual Report and Accounts. 13. Board Approval These interim results were approved by the Board of Vela Technologies PLC on18th December 2013.