Last checked at 6 Sep 2010 07:00
For immediate release 6 September 2010
Vipera Plc
(formerly Ricmore Capital Plc)
(or the "Company")
Unaudited Interim Results for the Six Months Ended 30 June 2010
Chairman's statement
Introduction
Throughout this interim six month period to 30 June 2010 the Company has been an Investing Company. On 21 July 2010 the Company announced proposals to acquire Vipera GmbH and a key feature of these interim accounts has been the time and costs invested in preparing for and executing that transaction. This acquisition was approved by shareholders in General Meeting and the Company changed its name from Ricmore Capital Plc to Vipera Plc on 13 August 2010. On 16 August 2010 the Company was readmitted to trading on AIM.
Period covered
The Company changed its accounting reference date from 31 March to 31 December and issued statutory accounts for the period to 31 December 2010 in order to align its accounting reference date with that of Vipera GmbH. Accordingly these condensed financial statements present the financial results for the six months to June 2010. Comparative information reflects the nine month period to 31 December 2009 and the first six months of that shortened financial period to 30 September 2009.
Financial Results
In the 6 months to 30 June 2010 the Company made a loss after taxation of £313,781 (2009 - loss £68,734) representing a loss per share of 0.02p (2009 - loss 0.02p per share). This financial result is stated after taking into account transaction costs amounting to some £235,000 which, under IFRS are expensed rather than capitalised as part of the cost of acquisition.
At the end of June 2010, cash balances amounted to some £695,000.
Vipera GmbH
In accordance with the AIM Rules, we set out in Part B the unaudited interim results of Vipera GmbH for the six months ended 30 June 2010. It should be noted that these results relate to a period before the acquisition by the Company.
The Future
At the General Meeting held on 13 August 2010, shareholders approved the proposals to acquire Vipera GmbH and your board looks forward to a new future with that business.
In the recent re-admission document for Vipera PLC we referred to a new client of Vipera GmbH where contracts were in the process of being signed. We are delighted to confirm that Vipera GmbH have now entered into a formal contract with their local partner, Mannai Corporation, to configure and deploy for Qatar National Bank a mobile banking system for its retail customers.
Contact: Roger Mitchell, Vipera Plc on +44 2077436370
Martin Perrin, Vipera Plc on 07785 505 337
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
| Vipera Plc | ||||
| Statement of Comprehensive Income | ||||
| for the six month period ended 30 June 2010 | ||||
|
| Note | Six months to 30 June 2010 | Six months to 30 September 2009 | Period to 31 December 2009 |
|
|
| Unaudited | Unaudited | Audited |
|
|
| £ | £ | £ |
| Revenue |
| - | - | - |
| Cost of sales |
| - | - | - |
| Gross Profit |
| - | - | - |
|
|
|
|
|
|
| Operating expenses | 2 | (315,922) | (69,606) | (108,550) |
| Operating loss |
| (315,922) | (69,606) | (108,550) |
|
|
|
|
|
|
| Finance Income |
| 1,373 | 872 | 1,200 |
| Gain on disposal of subsidiary undertakings |
| 768 | - | 75,714 |
| Loss before taxation |
| (313,781) | (68,734) | (31,636) |
| Taxation |
| - | - | - |
|
|
|
|
|
|
| Loss after taxation |
| (313,781) | (68,734) | (31,636) |
|
|
|
|
|
|
| Total comprehensive income attributable to equity shareholders |
| (313,781) | (68,734) | (31,636) |
|
|
|
|
|
|
| Loss per share basic and diluted (p) | 3 |
(0.09) |
(0.02) |
(0.01) |
| Vipera Plc | ||||
| Balance Sheet | ||||
| As at 30 June 2010 | ||||
|
|
| 30 June | 30 September | 31 December |
|
|
| 2010 | 2009 | 2009 |
|
|
| Unaudited | Unaudited | Audited |
|
| Note | £ | £ | £ |
| Assets |
|
|
|
|
| Non current assets |
|
|
|
|
| Investment |
| - | - | - |
| Total non current assets |
| - | - | - |
| Current assets |
|
|
|
|
| Trade and other receivables | 5 | - | 515,239 | - |
| Cash and cash equivalents |
| 695,370 | 374,268 | 943,118 |
| Total current assets |
| 695,370 | 889,507 | 943,118 |
|
|
|
|
|
|
| Total Assets |
| 695,370 | 889,507 | 943,118 |
|
|
|
|
|
|
| Equity and liabilities attributable to equity holders of the Company |
|
|
| |
| Share capital and reserves |
|
|
|
|
| Issued capital | 6 | 3,327,684 | 3,327,684 | 3,327,684 |
| Share premium account |
| 1,145,899 | 1,145,899 | 1,145,899 |
| Reserves |
| (3,885,823) | (3,609,141) | (3,572,043) |
| Total Equity |
| 587,760 | 864,442 | 901,540 |
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
| Trade and other payables |
| 107,610 | 25,065 | 41,578 |
| Total current liabilities |
| 107,610 | 25,065 | 41,578 |
|
|
|
|
|
|
| Total Equity and Liabilities |
| 695,370 | 889,507 | 943,118 |
| Vipera Plc | |||||
| Statement in Changes in Equity | |||||
| for the six month period ended 30 June 2010 | |||||
|
|
|
|
|
|
|
|
|
| Share | Share | Retained |
|
|
|
| Capital | Premium | Earnings | Total |
|
|
| £ | £ | £ | £ |
| Balance at 1 January 2010 |
| 3,327,684 | 1,145,899 | (3,572,043) | 901,540 |
| Total comprehensive income attributable to equity shareholders |
| - | - | (313,781) | (313,781) |
| Balance at 30 June 2010 |
| 3,327,684 | 1,145,899 | (3,885,824) | 587,759 |
|
|
|
|
|
|
|
| Balance at 1 April 2009 |
| 3,327,684 | 1,145,899 | (3,540,407) | 933,176 |
| Total comprehensive income attributable to equity shareholders |
| - | - | (68,734) | (68,734) |
| Balance at 30 September 2009 |
| 3,327,684 | 1,145,899 | (3,609,141) | 864,442 |
|
|
|
|
|
|
|
| Balance at 1 April 2009 |
| 3,327,684 | 1,145,899 | (3,540,407) | 933,176 |
| Total comprehensive income attributable to equity shareholders |
| - | - | (31,636) | (31,636) |
| Balance at 31 December 2009 |
| 3,327,684 | 1,145,899 | (3,572,043) | 901,540 |
|
|
|
|
|
|
|
| Vipera Plc | |||||
| Cash Flow Statement | |||||
| for the six months ended 30 June 2010 | |||||
|
|
|
|
|
| |
|
|
| 30 June | 30 September | 31 December | |
|
|
| 2010 | 2009 | 2009 | |
|
|
| £ | £ | £ | |
|
|
| Unaudited | Unaudited | Audited | |
| Cash flows from operating activities |
|
|
|
| |
| Operating loss for the year as per income statement |
| (315,922) | (69,606) | (108,550) | |
|
|
|
|
|
| |
| Movements in working capital |
|
|
|
| |
| Decrease in trade and other receivables |
| - | - | - | |
| Increase/(decrease in trade and other payables) |
| 66,033 | (8,853) | 7,660 | |
| Net cash generated from operations |
| (249,889) | (78,459) | (108,890) | |
|
|
|
|
|
| |
| Cash flows from financing activities |
|
|
|
| |
| Net proceeds from issue of equity shares |
| - | - | - | |
| Net cash flows from financing activities |
| - | - | - | |
|
|
|
|
|
| |
| Cash flows from investing activities |
|
|
|
| |
| Interest received |
| 1,373 | 872 | 1,200 | |
| Net proceeds of sale of subsidiary |
| 768 | - | 590,953 | |
| Net cash flows from investing activities |
| 2,141 | 872 | 592,153 | |
|
|
|
|
|
| |
| Net (decrease)/increase in cash and cash equivalents |
| (247,748) | (77,587) | 491,263 | |
|
|
|
|
|
| |
| Cash and cash equivalents at the beginning of period |
| 943,118 | 451,855 | 451,855 | |
|
|
|
|
|
| |
| Cash and cash equivalents at end of period |
| 695,370 | 374,268 | 943,118 | |
Notes to the unaudited financial statements
1. Basis of Preparation
The financial information contained in this half year financial report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the half years ended 30 June 2010 and 30 September 2009 has been neither audited nor reviewed by the auditors.
The figures and financial information for the period ended 31 December 2009 are extracted from the latest published audited financial statements of the Company and do not constitute the statutory financial statements for that period. The audited financial statements for the period ended 31 December 2009 have been filed with the Registrar of Companies. The report of the independent auditors on those financial statements contained no qualification or statement under section 498(2) or section 498(3) of the Companies Act 2006.
The financial information has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union and IFRIC interpretations. The financial information has been prepared under the historical cost convention. The statutory financial statements are prepared in accordance with IFRSs as adopted by the European Union.
Except as described below, the Company has applied consistent accounting policies in preparing the interim financial statements for the six months ended 30 June 2010, the comparative information for the six months ended 30 September 2009, and the financial statements for the period ended 31 December 2009.
The Company applies revised IAS 1 Presentation of Financial Statements, which became effective as of 1 January 2009. As a result, the Company presents in the statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the statement of comprehensive income. This standard is concerned with presentation only and does not have any impact on the results or net assets of the Company. Comparative information has been re-presented where applicable so that it also is in conformity with the revised standard.
As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information.
2. Operating expenses
|
|
| Six months to 30 June 2010 | Six months to 30 September 2009 | Period to 31 December 2009 |
|
|
| £ | £ | £ |
|
|
|
|
|
|
| Cost of transaction |
| 235,705 | - | 13,625 |
| Other operating expenses |
| 80,217 | 69,606 | 94,925 |
|
|
|
|
|
|
| Operating expenses |
| 315,922 | 69,606 | 108,550 |
3. Loss per share
The loss per share has been calculated by dividing the loss after taxation of £313,781 by the weighted average number of Ordinary Shares in issue for the period of 332,768,383 (2009: 328,293,244). The diluted loss per share is the same as the basic loss per share as the options that were in existence have an anti-dilutive effect on the loss per share and therefore have not been taken into account.
4. Dividend
No dividend is recommended.
5. Share capital
At 30 June 2010 the Company had 332,768,383 Ordinary shares of 1p each in issue. There have been no issues of shares during the period.
6. Principal Risks and Uncertainties
The Company's financial instruments comprise cash balances and debtors and creditors that arise directly from its operations The principal risks and uncertainties facing the Company relate to the activity of establishing, investing in or acquiring assets, businesses or companies in accordance with the Company's investment strategy. Despite the opportunities that arise, there is the risk that the Company may not find a suitable or profitable investment. A further risk is that the Company may not be able to raise the necessary funding for such an investment or, if necessary, for further working capital whilst investment opportunities are explored.
PART B
For immediate release 6 September 2010
Vipera GMBH
( "Vipera", or the "Company")
Unaudited Interim Results for the Six Months Ended 30 June 2010
Chairman's statement
Introduction
Vipera is a technology company based in Switzerland. Vipera is a provider of software that enables mobile access to personal financial services, and offers multi-channel mobility solutions for the financial services sector.
Period covered
These condensed financial statements present the financial results for the six months to June 2010, prepared under the IFRS basis, in sterling. Comparative information reflects the twelve-month period to 31 December 2009.
Financial Results
In the 6 months to 30 June 2010 the Company made a loss after taxation of £44,148 (2009 - profit £55,159).
Post Balance Sheet Events and the Future
At a General Meeting held on August 13 2010, the shareholders of Ricmore Capital PLC approved the reverse takeover of Vipera GMBH, pursuant to which the enlarged group was renamed Vipera PLC, and admitted to trading on AIM.
Finalisation of Commercial Contract with Middle Eastern banking customer
In the recent admission document for Vipera PLC, we referred to a new client where contracts were in the process of being signed. We are delighted to confirm that we have entered into a formal contract with our local partner, Mannai Corporation, to configure and deploy for Qatar National Bank a mobile banking system for its retail customers.
Contact: Roger Mitchell, Vipera GMBH on +44 2077436370
| Vipera GMBH | |||
| Income Statement by Nature of Expense | |||
| for the six month period ended 30 June 2010 | |||
|
|
| Six months to 30 June 2010 | Year to 31 December 2009 |
|
|
| Unaudited | Audited |
|
|
| £ | £ |
| Revenue |
| 139,854 | 489,251 |
| Other Income |
| 182 | 181 |
| Work performed by the entity and capitalised |
| 41,818 |
82,557 |
| Goods and services purchased |
| (95,246) | (308,828) |
| Personnel expenses |
| (60,737) | (92,019) |
| Depreciation Expense |
| (17) | (410) |
| Other Expenses |
| (65,355) | (81,720) |
| Gross Profit |
| (39,501) | 89,016 |
|
|
|
|
|
| Finance Income |
| 8,582 | 6,235 |
| Finance Costs |
| (16,693) | (26,260) |
| Profit/(Loss) before taxation |
| (47,612) | 68,987 |
| Taxation (expense)/credit |
| 3,464 | (13,798) |
|
|
|
|
|
| Profit/(Loss) for the year |
| (44,148) | 55,189 |
| Statement of comprehensive income |
| (44,148) | 55,189 |
| Foreign Currency Translations |
| 19,593 | (55,924) |
| Comprehensive income for year |
| (24,555) | (735) |
| Vipera GMBH |
| As at 30 June | As at 31 December |
| Balance Sheet |
| 2010 | 2009 |
|
|
| Unaudited | Audited |
|
|
| £ | £ |
| Assets |
|
|
|
| Non current assets |
|
|
|
| Property, plant and equipment |
| 498 | 695 |
| Intangible assets |
| 1,078,853 | 962,004 |
| Deferred tax asset |
| 92,381 | 85,667 |
| Total non current assets |
| 1,171,732 | 1,048,366 |
| Current assets |
|
|
|
| Trade and other receivables |
| 97,287 | 8,790 |
| Prepayments |
| 5,108 | 187 |
| Cash and cash equivalents |
| (3,664) | 17,703 |
| Total current assets |
| 98,731 | 26,680 |
|
|
|
|
|
| Total Assets |
| 1,270,463 | 1075,046 |
|
|
|
|
|
| Share capital and reserves |
|
|
|
| Equity capital |
| 584,152 | 561,161 |
| Share premium account |
| 582,074 | 582,074 |
| Other Capital reserves |
| 27,685 | 22,991 |
| Retained Earnings |
| (296,278) | (252,130) |
| Foreign Currency Translation |
| (116,215) | (135,808) |
| Total Equity |
| 781,418 | 778,288 |
|
|
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables |
| 333,765 | 275,365 |
| Deferred Revenues |
| - | 21,393 |
| Total current liabilities |
| 333,765 | 296,758 |
| Long Term liabilities |
|
|
|
| Loan capital |
| 155,280 | - |
| Total Liabilities |
| 489,045 | 561,161 |
| Total Equity and Liabilities |
| 1,270,463 | 1,075,046 |
| Vipera GMBH | ||||||
| Statement in Changes in Equity for the six-month period to June 30 2010 | ||||||
|
| Issues Capital | Share Premium | Other Capital reserves | Retained Earnings | Foreign Currency Reserve | Total |
|
| £ | £ | £ | £ | £ | £ |
| As at January 1 2010 | 561,161 | 582,074 | 22,991 | (252,130) | (135,808) | 778,288 |
| Shares issued in period for previously accrued share-based payments | 22,991 |
| (22,291) |
|
| - |
| Share-based payments and remuneration in the period. |
|
| 27,685 |
|
| 27,685 |
| Comprehensive Income |
|
|
| (44,148) | 19,593 | (24,555) |
| As at June 30th 2010 | 584,152 | 582,074 | 27,685 | (296,278) | (116,215) | 781,418 |
| Vipera GMBH | ||||
| Cash Flow Statement | ||||
| for the six months ended 30 June 2010 | ||||
|
|
|
|
|
|
|
|
| 30 June |
| 31 December |
|
|
| 2010 |
| 2009 |
|
|
| £ |
| £ |
|
|
| Unaudited |
| Audited |
| Cash flows from operating activities |
|
|
|
|
| Operating loss for the year as per income statement |
| (47,612) |
| 68,987 |
|
|
|
|
|
|
| Movements in working capital: |
|
|
|
|
| Decrease/(Increase) in trade & other receivables |
| (90,920) |
| 29,554 |
| Increase/(decrease) in trade & other payables |
| 28,413 |
| 61,989 |
| Non-cash adjustments: |
|
|
|
|
| Depreciation and impairment |
| 210 |
| 410 |
| Share-based payments |
| 27,685 |
| 22,408 |
|
|
|
|
|
|
| Net cash generated from operations |
| (82,224) |
| 183,348 |
|
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
|
| Net proceeds of borrowings |
| 151,515 |
| - |
| Net cash flows from financing activities |
| 151,515 |
| - |
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
| Purchase of property, plant, equipment |
| - |
| (430) |
| Purchase of intangible assets |
| (89,063) |
| (186,932) |
| Net cash flows from investing activities |
| (89,063) |
| (187,362) |
|
|
|
|
|
|
| Net (decrease)/increase in cash and cash equivalents |
| (19,772) |
| (4,014) |
| Exchange (loss) gain |
| (1,595) |
| (1,896) |
| Cash and cash equivalents at the beginning of period |
| 17,703 |
| 23,613 |
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
| (3,664) |
| 17,703 |
Notes to the unaudited financial statements
7. Basis of Preparation
The financial information contained in this half year financial report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the half years ended 30 June 2010 has been neither audited nor reviewed by the auditors.
The figures and financial information for the period ended 31 December 2009 are extracted from the latest published audited financial statements of the Company and do not constitute the statutory financial statements for that period. The audited financial statements for the period ended 31 December 2009 have been filed with the Swiss Registrar of Companies. The report of the independent auditors on those financial statements contained no qualification or statement under section 498(2) or section 498(3) of the Companies Act 2006.
The financial information has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union and IFRIC interpretations. The financial information has been prepared under the historical cost convention. The statutory financial statements are prepared in accordance with IFRS as adopted by the European Union.
The Company has applied consistent accounting policies in preparing the interim financial statements for the six months ended 30 June 2010, and the financial statements for the period ended 31 December 2009.
As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information.
8. Dividend
No dividend is recommended.
9. Principal Risks and Uncertainties
The Company relies on a small number of key individuals. Whilst key man insurance is in place, if any of these individuals were to leave it would have a significant adverse effect.
The Company is an early stage business and, as such, needs to generate significant revenue to build up a business viable in the medium to long term. The Company is reliant upon key contracts. There is no guarantee that these will continue beyond agreed terms.
The Company operates in the technology sector and, as all such companies, faces risk of technological obsolescence, or IP challenge, or claims of patent infringement.
The Company has operations in Switzerland, Italy and the Middle East, as is thus exposed to foreign currency fluctuations.