TIDMMAX
RNS Number : 6815X
MaxRets Ventures PLC
27 April 2023
27 April 2023
MaxRets Ventures plc
("MaxRets Ventures" or the "Company")
Final Results for the year ended 31 October 2022
MaxRets Ventures, (AQUIS:MAX), an investing company focussing on
early-stage or undervalued later stage businesses with strong
upside potential, announces its final results for the year ended 31
October 2022.
Extracts of the Company's audited report and accounts can be
found below. A full copy of the final results, which should be read
in full, will shortly be available on the Company's website
www.maxrets.com
This announcement contains inside information for the purpose of
the UK Market Abuse Regulation and the Directors of the Company are
responsible for the release of this announcement.
For further information please contact:
Enquiries:
MaxRets Ventures plc
Dominic White Non-Executive Chairman c/o Walbrook PR Ltd
Cairn Financial Advisers LLP
AQSE Corporate Adviser
Jo Turner/Emily Staples +44 20 7213 0880
------------------------
Walbrook PR Limited +44 20 7933 8780
Paul Vann/Nick Rome/Joe Walker +44 7768 807631
MaxRets@walbrookpr.com
------------------------
Non-executive Chairman's Statement
Introduction
Maxrets Ventures plc (the "Company" or "Maxrets") is an
investment company quoted on the Aquis Stock Exchange Growth Market
("AQSE"). The Company was incorporated on 1 October 2019 and its
shares were admitted to trading on 30 December 2019.
In its annual report for the year ended 31 October 2021, the
Board of Directors commented that the CBD sector had not performed
well and the novel foods legislation developments in the UK, whilst
assisting to provide clarity, would likely cause short to medium
term turbulence in the market. Further, the Board advised that,
within Europe, novel foods legislation was still to be agreed and
that reaching such agreement had been much slower than initially
anticipated. As a result, cannabis and CBD investments within
Europe had proved difficult.
At the time, the Board further advised that it would take a
cautious approach to CBD and cannabis investments and turn its
attention to other areas of its investing strategy being related
health, wellness and plant based medicine investments. During the
period since that statement, the cannabis and related business
sectors generally continued to perform poorly and the sectors did
not generate the quality or underlying value of investment
opportunities originally envisaged by the Company at the time of
flotation in December 2019.
Following a review of the Company's area of focus and its
operations in December 2022, the Board of Directors concluded that
it was in the best interests of all shareholders for the Company to
withdraw from the medicinal cannabis, CBD and related wellness
markets and, instead, adopt a new investment strategy based on
private equity style investing in technology driven businesses.
Change of Investing Strategy
The Board firmly believes that, as a result of the current
challenging global economic and geopolitical landscape,
opportunities now exist to invest in or acquire distressed or out
of favour assets which have become undervalued, or, assets which
may benefit from consolidation.
After the approval on 28 December 2022 by shareholders to a
change in investing strategy and change in name of the Company from
Greencare Capital plc to Maxrets Ventures plc, the Company's
underlying investment driver became predominantly technology driven
businesses based on their potential future value enhancement and
investment returns.
The Board identified four sectors of initial focus, and will
likely in future target other technology driven sectors. These
initial sectors include Life Sciences, fintech businesses and
assets that use fintech technology, Impact Investing (Environmental
and Renewables) and Retail.
The Company now follows a growth incubator / pre-IPO investment
philosophy as its investment strategy, whereby it will seek out
early stage or undervalued later stage businesses with strong
upside potential, with the objective of acquiring, funding, growing
and selling-on the investments through the public markets at
enhanced valuations.
The Board will not restrict the jurisdiction of investments
since the application of technology is not constrained by
geographic borders, however, the Board would expect that it will
consider more investments in Europe than elsewhere.
Structure of Investments
The Company anticipates that investments will be made from the
Company's own balance sheet and/or in partnership with other
investing entities and will be expected to be in the form of equity
and equity-related instruments, including convertible debt
instruments, and, debt. The Company may offer its ordinary shares
and debt instruments in exchange for shares in investee businesses.
The Company may invest in quoted or listed companies, that are
publicly traded, and private companies. It may acquire investments
directly or by way of holdings in intermediate holding or
subsidiary entities. The Company may also invest in limited
liability partnerships and other forms of legal entity. The Company
may invest in majority or minority positions and will ensure that
it has suitable investor protection rights, as determined by the
Board. The Company may, where appropriate and deemed by the
Directors to be in the Company's best interests, seek a position on
the boards of investee companies to actively monitor and assist the
business including helping to scale senior management, inform and
refine strategy, drive key performance indicators and provide
guidance on future financing.
The Company intends to realise value through exiting the
investments over time and will have no fixed investment period.
Investments in the portfolio
Maxrets has two legacy investments in the Cannabis sector that
were both made in 2021.
Clearly Supplements Ltd
The first investment in March 2021 was a GBP100,000 investment
in Clearly Supplements Ltd. ("Clearly") a UK based company offering
CBD products direct to customers. The investment was by way of a
convertible loan note ("CLN") with a 5 per cent. coupon and a
12-month duration. The CLN was expected to convert at the time of a
public listing at a 30 per cent. discount to the placing price at
that time. Clearly was planning to seek its own stock market
listing and their application was well progressed with the FCA and
passed eligibility. However, given changes in market conditions
they have decided not to proceed with a listing.
Clearly developed a range of products under the Clearly CBD
brand. It also established a number of distribution channels which
retail and direct sales. It focused on certain key market segments
such as the fitness sector and, at the same time, had been looking
to build a retail presence and to operate online.
Due to market difficulties, the company reduced its cost
structure and continued to fund its operations through a
combination of product sales and capital raises. Following its
decision to not proceed with an IPO, it is now seeking a strategic
private equity partnership, which appears to be progressing
positively.
Given a lack of funding for marketing and business development,
the underlying business sales have not grown as Clearly expected.
Management decided to focus more on a direct sales model. This has
proven more successful having grown the sales team from 80 in 2021
to more than 200 in 2022 with a significantly larger number of
potential direct sales members in the pipeline. Clearly reports
that it now moves towards break-even which it expects to achieve in
the coming six months.
Voyager Life Limited
The second investment was made in April 2021; an equity
investment of GBP100,000 in Voyager Life Limited ("Voyager"), a
health and wellness business focused on CBD and hemp seed oil, that
has developed a range of products under the Voyager and Voyager
Life brands, including oils, gummies, bath and skincare
products.
On 30 June 2021, Voyager announced that it had completed its own
IPO and admission to trading on The AQSE Growth Market, with the
Company holding approximately 2.8% of the enlarged issued share
capital of Voyager at the time of flotation.
Voyager Life plc has grown considerably with over 50 formulated
CBD and hemp products across the Voyager and Ascend Skincare
brands, 3 of its own stores in Scotland and a distribution network
that is now UK-wide. The company has begun manufacturing its own
topical and skincare products, both for its own brands and also
white label and private label customers. Voyager's last trading
update indicated revenues of GBP178,000 to 31 March 2022.
Importantly, the company's balance sheet is strong with GBP1.4
million cash and GBP140,000 of inventory.
Investments during the year and Outlook
The Board considered a number of investments in the year to
October 31 2022, initially in the Cannabis and related sectors,
however ultimately decided following a positive vote from
shareholders, to react to market conditions and change strategic
direction.
The Board has a wide experience in venture, pre-IPO and Private
Equity investing. Between them they have grown a number of
businesses through to sale and to listing on public markets in
sectors that include technology, retail, real estate, and life
sciences. The intention is over time to add an advisory board to
the Company to enhance knowledge in other areas as appropriate
based on the opportunities being considered.
Since the financial year end, the Company has built a pipeline
of opportunities within the new strategy. It has analysed two in
detail and expects to begin to deliver on one of these
opportunities in the coming months.
Dominic White
Non-executive Chairman
26 April 2023
Statement of Comprehensive Income
For the year ended 31 October 2022
2022 2021
GBP'000 GBP'000
Administrative expenses (564) (376)
Operating loss (564) (376)
--------- ---------
Interest income 5 3
---------
Loss before tax (559) (373)
Taxation - -
Loss for the financial year (559) (373)
Other comprehensive income for the year - -
Total comprehensive loss (559) (373)
=========
Earnings/(loss) per share (pence) from continuing operations attributable to owners of the
Company - Basic & Diluted (3.78) (2.52)
Statement of Financial Position
As at 31 October 2022
2022 2021
GBP'000 GBP'000
Non-current assets
Financial assets 95 164
---------- ----------
95 -
---------- ----------
Current assets
Trade and other receivables 130 62
Cash and cash equivalents 411 878
----------
Total current assets 541 940
---------- ----------
Total assets 636 1,104
---------- ----------
Current liabilities
Trade and other payables 139 54
----------
Total current liabilities 139 54
----------
Net assets 497 1,050
==========
Capital and reserves
Share capital 148 148
Share premium 1,587 1,587
Share based payment reserve 121 115
Retained earnings (1,359) (800)
---------- ----------
Total equity 497 1,050
========== ==========
The financial statements were approved by the Board of Directors
on 26 April 2023 and signed on its behalf by:
Dominic White
Non-executive Chairman
26 April 2023
Statement of Changes in Equity
For the year ended 31 October 2022
Share capital Share premium Share based payment Retained earnings Total
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 31 October 2020 148 1,587 113 (427) 1,421
Loss for the year - - - (373) (373)
Total Comprehensive Income - - - (373) (373)
Share based payments - - 2 - 2
Total Transactions with
Owners - - 2 - 2
As at 31 October 2021 148 1,587 115 (800) 1,050
============== ============== =========================== ================== ========
Loss for the year - - - (559) (559)
Total Comprehensive Income - - - (559) (559)
Share based payments - - 6 - 6
Total Transactions with Owners - - 6 - 6
As at 31 October 2022 148 1,587 121 (1,359) 497
==== ====== ==== ======== ======
Statement of Cash Flows
For the year ended 31 October 2022
2022 2021
GBP'000 GBP'000
Cash from operating activities
Loss before tax (559) (373)
Adjustments for:
Interest income (5) (3)
Share based payment charge 6 2
Change in value of financial assets 69 39
(Increase)/decrease in trade and other receivables (63) (24)
Increase/(decrease) in trade and other payables 85 (26)
--------- ---------
Net cash used in operating activities (467) (385)
Cash flows from financing activities
Proceeds from issue of shares (net of issue costs) - -
--------- ---------
Net cash from financing activities - -
Cash flows from investing activities
Purchase of investments - (200)
--------- ---------
Net cash from investing activities - (200)
Net cash flow for the year (467) (585)
Cash and cash equivalents at beginning of year 878 1,463
--------- ---------
Cash and cash equivalents at end of year 411 878
--------- ---------
Net change in cash and cash equivalents (467) (585)
========= =========
Notes to the Financial Statements
1. General information
Maxrets Ventures plc is a public limited company limited by
shares and was incorporated in England on 1 October 2019 with
company number 12237710. Its registered office is 5 Fleet Place,
London, EC4M 7RD.
The Company's shares are traded on the Aquis Stock Exchange
Growth Market under ticker MAX and ISIN number GB00BJBYK814.
The Company's investment strategy during the year was to focus
on investments in Cannabis sectors within countries that have
well-developed and reputable laws and regulations for its
production, research and distribution; and the CBD and Hemp
sectors. Following shareholder approval at a General Meeting, the
strategy has changed, as described in the Non-executive Chairman's
statement.
The financial statements present the year to 31 October
2022.
The contents of this announcement have been extracted from the
full version of the annual report and, therefore, references and
page numbers may not be accurate or complete in this summary.
Shareholders are therefore encourages to read the full version of
the Annual Report for the year to 31 October 2022, a copy of which
can be found on the Company's website https://maxrets.com/ .
The Directors do not recommend payment of a dividend for the
period ended 31 October 2022.
2. Basis of preparation
The financial statements of Maxrets Ventures plc have been
prepared in accordance with U.K. Adopted International Financial
Reporting Standards in conformity with the Companies Act 2006
('Adopted IFRS').
These financial statements are prepared on a going concern
basis, under the historical cost convention, as modified by the
recognition of listed investments at fair value.
The financial statements are presented in Pounds Sterling, which
is the Company's presentation and functional currency, and are
presented in GBP'000 unless otherwise stated.
The preparation of the financial statements requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgment in the process of applying the Company's
accounting policies. The areas involving a higher degree of
judgment and complexity, or areas where assumptions and estimates
are significant to the financial statements are disclosed in Note 3
to the financial statements.
Further information on the accounting policies used and their
application can be found in full version of the annual report,
which is available on the Company's website.
3. Going concern
As at 31 October 2022, the Company had cash of GBP0.4 million.
As an investment business, the Company has limited operating cash
flow and is dependent on the performance of its investments and its
cash balances for its working capital requirements. Annualised
normal running costs of the Company are circa GBP0.28 million and
the Company is due to receive GBP0.1 million of VAT refunds. As at
the date of this report, the Company had approximately GBP0.3
million of cash at bank.
The Directors are confident that the Company will achieve its
cash flow forecasts and, taking into account the operating
initiatives already in place, have prepared the accounts on a going
concern basis. Nevertheless, the forecasts show that the Company
may have a low level of cash in twelve months time and may require
further funding in the longer term to meet its commitments as they
fall due. These conditions and events indicate the existence of
material uncertainties that may cast significant doubt upon the
Company's ability to continue as a going concern and the Company
may therefore be unable to realise their assets and discharge their
liabilities in the ordinary course of business. These financial
statements do not include the adjustments that would result if the
Company were unable to continue as a going concern.
The auditors have made reference to going concern by way of a
material uncertainty within their audit report, an extract of which
is below:
" We draw attention to note 2 in the financial statements, which
indicates that the company had a cash balance of GBP0.4 million at
the year end. As stated in note 2, these events or conditions,
along with the other matters as set forth in note 2, indicate that
a material uncertainty exists that may cast significant doubt on
the company's ability to continue as a going concern. Our opinion
is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors assessment of the entity's ability to
continue to adopt the going concern basis of accounting
included:
-- Reviewing the cash flow forecasts prepared by management for
the period up to April 2024, providing challenge to key assumptions
and reviewing for reasonableness;
-- A comparison of actual results for the period to past budgets
to assess the forecasting ability/accuracy of management;
-- Reviewing post-year end RNS announcements and held
discussions with management on expenditure plans; and
-- Assessing the adequacy of going concern disclosures within the financial statements.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report."
4. Earnings per share
2022 2021
GBP'000 GBP'000
----------- -----------
Earnings
Loss for the period (559) (373)
Number of shares
Weighted average number of shares for the purposes of basic and diluted earnings per share 14,792,374 14,792,374
Earnings per share (pence) (3.78) (2.52)
5. Annual General Meeting
The Directors will inform shareholders of the arrangements for
the AGM in a separate announcement.
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