THE INFORMATION CONTAINED WITHIN THIS
ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
IamFire plc
AQSE: FIRE
(“FIRE” or the
“Company”)
UNAUDITED INTERIM RESULTS FOR THE SIX
MONTHS ENDED 31 OCTOBER 2021
CHAIRMAN’S STATEMENT
I am pleased to present the interim results for IamFire plc
(AQSE: FIRE) for the period of 30 April
2021 to 31 October 2021. Significant changes took
place with the appointment of John
Taylor as Chief Executive Officer and Sandy Barblett as the
Non-executive Chairman at the end of September 2021 and the retirement as directors of
Burns Singh Tennent-Bhohi & Marc T Bamber. This coincided
with an equity fundraise of £369,000 that allowed the Company to
enter a period of review and consolidation, prior to embarking on
an aggressive execution of its investment strategy designed to
return value to our shareholders.
In November 2021, the Company
announced the appointment of Fiona
Wilmot as a new Non-executive Director and the retirement of
Jeremy Ross. Fiona has taken
over the responsibilities of the finance function within the
Company and also those of Company Secretary. This has
permitted FIRE to bring several previously outsourced functions in
house, allowing the streamlining of processes and the stripping out
of associated costs. The Board believes that this will
improve the corporate governance aspects of the Company
considerably and ensure that shareholders are presented with
company information on an accurate and timely basis.
Since the period end the Company negotiated an option to
subscribe up to £4.5m into Convertible Loan Notes (CLNs) with
Boanerges Limited. Any CLNs subscribed for can be converted
in to shares in Boanerges at 75p per share. Boanerges has
subsequently acquired the assets, name and business of WeShop
Limited, a social commerce platform that possesses the potential to
scale rapidly under the execution stewardship of its new
owners. As a result, Boanerges has been re-named as WeShop
Holdings Limited (WeShop) and has listed its shares on the JP
Jenkins exchange.
On 22 December 2021, IamFire
subscribed for £2m worth of CLNs with WeShop Holdings and looks
forward to assessing the progress of the WeShop platform prior to
deciding on further commitments. The Company has a separate
£4.5m Convertible Loan Note (“Previous CLN”) with the legacy WeShop
Limited, which is now effectively a shell company holding
33,333,333 shares in WeShop. Should the Previous CLN convert
FIRE will become owners of around 25% of WeShop Limited and
therefore would be entitled to receive around 8 million WeShop
shares following any in specie distribution.
The WeShop platform is now live (www.we.shop), with a limited
user base, prior to its formal launch in Q1 2022.
Transactions are flowing with users able to purchase goods and
services from the majority of the top 1,000 retailers operating in
the UK. Users are being awarded shares in WeShop for every
purchase, with the ultimate aim of distributing 90% of WeShop
shares to its user base over time.
IamFire concluded a fundraise of £4.75m of new equity on 14
December 2021. This has secured the balance sheet of FIRE and
provided the capital required to subscribe for the WeShop CLNs,
should the Board deem that appropriate.
Bio2Pure has provided a comprehensive update of activity for
2021. Bio2Pure has made considerable progress in relation to
its business development activities primarily in India however extending to other regions in
Asia and the Middle East. Bio2Pure is submitting tender
proposals for a number of projects which, if secured, would lead to
material revenues in calendar year 2022. FIRE currently owns 10% of
the issued share capital of Bio2Pure which it acquired through the
issuance of 4,000,000 FIRE shares at 20p per share in August of
2020. In 2021, Bio2Pure raised in aggregate £400,000 through
the subscription into Convertible Loan Notes. We look forward to
providing further updates on the progress of Bio2Pure.
The Board has determined not to re-evaluate the carrying value
of any of its existing investments until the year end date in April
2022. There are no material updates on other legacy
investments of which the Board is conducting a review.
Financial Review
The Company’s financial results for the six months ended
31 October 2021 show a loss of
£86,186 (2020: loss of £161,709). Revenues of £nil (2020: £nil),
administrative costs of £67,905 (2020: £237,863), finance income of
£181,479 (2020: £66,096) and finance costs of £199,760 (2020:
£71,038).
As at 31 October 2021, the Company
had cash reserves of £340,870 (2020: £8,871).
The 2021 interim financial report of the Company has not been
audited or reviewed by the Company's auditor, PKF Littlejohn
LLP.
Outlook
The next 12 months should prove to be an exciting time for the
Company. I would like to thank all stakeholders for their continued
support and look forward to updating shareholders as our
investments progress.
S Barblett
Chairman
20 January 2021
The Directors of the Company accept responsibility for the
contents of this announcement.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
Sandy Barblett
John Taylor
Fiona Wilmot
info@iamfireplc.com
Peterhouse Capital Limited (Corporate Advisor):
Guy Miller: + 44 (0) 20 7469 0930
(Direct)
Corporate Broker
Lucy Williams: +44 (0) 20 7469
0930
Duncan Vasey: +44 (0) 20 7220 9797
(Direct)
STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
|
Six months
to 31
October
2021 |
|
Six months to 31
October
2020 |
|
|
|
|
Note |
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
| CONTINUING
OPERATIONS |
|
|
|
|
|
|
|
| REVENUE |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
| Other operating income |
|
|
|
|
- |
|
81,096 |
|
|
|
|
|
|
|
|
| Administrative expenses |
|
|
|
|
(67,905) |
|
(237,863) |
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
|
|
(67,905) |
|
(156,767) |
|
|
|
|
|
|
|
|
| Finance income |
|
|
|
|
181,479 |
|
66,096 |
|
|
|
|
|
|
|
|
| Finance costs |
|
|
|
|
(199,760) |
|
(71,038) |
|
|
|
|
|
|
|
|
| LOSS BEFORE TAXATION |
|
|
|
|
(86,186) |
|
(161,709) |
|
|
|
|
|
|
|
|
| Taxation |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
| LOSS FOR THE FINANCIAL
PERIOD |
|
|
|
|
(86,186) |
|
(161,709) |
|
|
|
|
|
|
|
|
| Other Comprehensive Income |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
| TOTAL COMPREHENSIVE LOSS FOR THE
PERIOD |
|
|
|
|
(86,186) |
|
(161,709) |
|
|
|
|
|
|
|
|
| Earnings per share |
|
|
|
|
|
|
|
| Basic EPS (£) |
|
|
|
3 |
(0.002) |
|
(0.007) |
STATEMENT OF FINANCIAL POSITION
|
|
|
As at 31
October
2021 |
|
As at
30 April
2021 |
|
As at 31
October
2020 |
|
Note |
|
(unaudited) |
|
(audited) |
|
(unaudited) |
|
|
|
£ |
|
£ |
|
£ |
| ASSETS |
|
|
|
|
|
|
|
| NON-CURRENT ASSETS |
|
|
|
|
|
|
|
| Investments at FVTPL |
|
|
814,677 |
|
814,677 |
|
815,000 |
|
|
|
|
|
|
|
|
|
|
|
814,677 |
|
814,677 |
|
815,000 |
| CURRENT ASSETS |
|
|
|
|
|
|
|
| Trade and other receivables |
|
|
19,672 |
|
12,890 |
|
107,639 |
| Investments at FVTPL |
|
|
56,300 |
|
60,000 |
|
45,000 |
| Financial assets at FVTPL |
|
|
4,974,936 |
|
4,793,456 |
|
4,566,082 |
| Cash and cash equivalents |
|
|
340,870 |
|
8,871 |
|
59,363 |
|
|
|
5,391,778 |
|
4,875,217 |
|
4,778,084 |
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
|
6,206,455 |
|
5,689,894 |
|
5,593,084 |
|
|
|
|
|
|
|
|
| EQUITY |
|
|
|
|
|
|
|
| Called up share capital |
4 |
|
624,254 |
|
593,504 |
|
586,733 |
| Share premium |
4 |
|
4,040,370 |
|
3,708,120 |
|
3,479,890 |
| Retained earnings |
4 |
|
(3,469,275) |
|
(3,383,089) |
|
(3,222,805) |
|
|
|
|
|
|
|
|
| TOTAL EQUITY |
|
|
1,195,349 |
|
918,535 |
|
843,818 |
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
| NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
| Financial liabilities -
borrowings |
|
|
|
|
|
|
|
| Interest bearing loans and
interest |
|
|
4,873,595 |
|
4,673,835 |
|
4,471,289 |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
| Trade and other payables |
|
|
137,511 |
|
97,524 |
|
277,977 |
|
|
|
137,511 |
|
97,524 |
|
277,977 |
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
5,011,106 |
|
4,771,359 |
|
4,749,266 |
|
|
|
|
|
|
|
|
| TOTAL EQUITY AND
LIABILITIES |
|
|
6,206,455 |
|
5,689,894 |
|
5,593,084 |
|
|
|
|
|
|
|
|
STATEMENT OF CASHFLOWS
|
Note |
Six
months
to 31
October
2021 |
|
Year ended 30 April 2021 |
|
Six
months
to 31
October
2020 |
|
(unaudited) |
|
(audited) |
|
(unaudited) |
|
|
|
£ |
|
£ |
|
£ |
| CASH FLOWS FROM OPERATING
ACTIVITIES |
|
|
|
|
|
|
|
| Loss before income tax |
|
|
(86,186) |
|
(321,993) |
|
(161,709) |
| Loss/(gain) on revaluation of fixed
assets |
|
|
3,700 |
|
(30,000) |
|
- |
| Finance costs |
|
|
199,760 |
|
273,584 |
|
- |
| Finance income |
|
|
(181,479) |
|
(244,616) |
|
- |
| Increase in trade and other
receivables |
|
|
(6,782) |
|
(4,730) |
|
(87,831) |
| Increase/(decrease) in trade and
other payables |
|
|
39,986 |
|
(125,620) |
|
57,573 |
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(31,001) |
|
(453,375) |
|
(30,258) |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING
ACTIVITIES |
|
|
|
|
|
|
|
| Purchase of fixed asset
investments |
|
- |
|
(45,000) |
|
(845,000) |
| Interest received |
|
- |
|
13 |
|
- |
| Investment in
convertible loan notes |
|
- |
|
(4,527,161) |
|
(4,500,000) |
Net cash used in investing activities |
|
|
- |
|
(4,572,148) |
|
(5,345,000) |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING
ACTIVITIES |
|
|
|
|
|
|
|
| Amount introduced by Directors |
|
|
- |
|
3,315 |
|
- |
| Proceeds from the issue of share
capital |
|
|
369,000 |
|
630,000 |
|
1,300,000 |
| Share issue expenses paid |
|
|
(6,000) |
|
- |
|
(105,000) |
| Issue of discounted capital
bond |
|
|
- |
|
4,400,000 |
|
4,400,251 |
| Net cash generated
from financing activities |
|
363,000 |
|
5,033,315 |
|
5,595,251 |
|
|
|
|
|
|
|
|
| Net (decrease) in
cash and equivalents |
|
331,999 |
|
7,792 |
|
58,284 |
|
|
|
|
|
|
|
|
| Cash and cash
equivalents at beginning of period |
|
8,871 |
|
1,079 |
|
1,079 |
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of
period |
|
|
340,870 |
|
8,871 |
|
59,363 |
STATEMENT OF CHANGES IN EQUITY
|
|
Share capital |
|
Share premium |
|
Retained
earnings |
|
Total
Equity |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
| Balance as at 1 May
2020 |
|
526,733 |
|
2,344,890 |
|
(3,061,096) |
|
(189,473) |
| Loss in period |
|
- |
|
- |
|
(161,709) |
|
161,709) |
| Total comprehensive
loss for the period |
|
- |
|
- |
|
(161,709) |
|
(161,709) |
| Issue of share
capital |
|
60,000 |
|
1,240,000 |
|
- |
|
1,300,000 |
| Cost of share
issue |
|
- |
|
(105,000) |
|
- |
|
(105,000) |
| Total transactions
with owners, recognised directly in equity |
|
60,000 |
|
1,135,000 |
|
- |
|
1,195,000 |
| Balance as at 31
October 2020 |
|
586,733 |
|
3,479,890 |
|
(3,222,805) |
|
843,818 |
| Loss for the
period |
|
- |
|
- |
|
(160,284) |
|
(160,284) |
| Total comprehensive
loss for the period |
|
- |
|
- |
|
(160,284) |
|
(160,284) |
| Issue of share
capital |
|
6,771 |
|
228,230 |
|
- |
|
235,001 |
|
|
|
|
|
|
|
|
|
| Total transactions
with owners, recognised directly to equity |
|
6,771 |
|
228,230 |
|
- |
|
235,001 |
| Balance as at 30
April 2021 |
|
593,504 |
|
3,708,120 |
|
(3,383,089) |
|
918,535 |
|
|
|
|
|
|
|
|
|
| Balance as at 1 May
2021 |
|
593,504 |
|
3,708,120 |
|
(3,383,089) |
|
918,535 |
| Loss in the
period |
|
- |
|
- |
|
(86,186) |
|
(86,186) |
| Total comprehensive
loss for the period |
|
- |
|
- |
|
(86,186) |
|
(86,186) |
| Issue of share
capital |
|
30,750 |
|
338,250 |
|
- |
|
369,000 |
| Cost of share
issue |
|
- |
|
(6,000) |
|
- |
|
(6,000) |
| Total transactions
with owners, recognised directly to equity |
|
30,750 |
|
332,250 |
|
- |
|
363,000 |
| Balance as at 31
October 2021 |
|
624,254 |
|
4,040,370 |
|
(3,469,275) |
|
1,195,349 |
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL
INFORMATION
The principal activity of the Company is to establish strategic
and portfolio investment opportunities in Social Commerce, Life
Sciences and Natural Resources.
I am Fire plc is a public limited company incorporated in
England and Wales under the Companies Act (registered
number 07603259). The Company is domiciled in the United Kingdom and its registered address is
Hyde Park House, 5 Manfred Road,
London, SW15 2RS.
2. BASIS
OF PREPARATION
These condensed interim financial statements for the period
ended 31 October 2021 have been
prepared in accordance with the AQSE rules for Companies. As
permitted, the Company has chosen not to adopt IAS 34 "Interim
Financial Statements" in preparing this interim financial
information. The condensed interim financial statements should be
read in conjunction with the annual financial statements for the
year ended 30 April 2021, which have
been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
The interim financial information set out above does not
constitute statutory accounts as defined by Section 434 of the
Companies Act 2006. It has been prepared on a going concern
basis in accordance with the recognition and measurement criteria
of IFRS as adopted by the European Union. Statutory financial
statements for the year ended 30 April
2021 were approved by the Board of Directors on 26 October 2021 and delivered to the Registrar of
Companies. The report of the independent auditor on those financial
statements was unqualified.
3. EARNINGS
PER SHARE
Basic earnings per share is calculated by dividing the earnings
attributable to shareholders by the weighted average number of
ordinary shares (“WANS”) outstanding in the period. Diluted
earnings per share is calculated using the weighted average number
of shares adjusted to assume the conversion of all dilutive
potential ordinary shares. Diluted loss per share has not been
calculated as the options and warrants have no dilutive effect
given the loss arising in the period.
|
Six months to 31 Oct
2021 |
Six months to 31 Oct 2020 |
Year ended 30 April
2021 |
|
|
|
|
|
|
| Earnings (£) |
(86,186) |
(161,709) |
(321,993) |
|
| WANS (No.) |
35,115,104 |
22,114,378 |
30,383,848 |
|
|
|
| Earnings per share
(£) |
(0.002) |
(0.007) |
(0.0106) |
|
|
|
|
|
|
|
4. CALLED
UP SHARE CAPITAL
As at the end of the reporting period the issued share capital
in the Company was as follows:
|
At 31 October 2021
(unaudited) |
|
At 31 October
2020
(unaudited) |
|
At 30 April 2021
(audited) |
|
No. |
|
No. |
|
No. |
| Ordinary shares of £0.0025 |
47,014,017 |
|
32,005,683 |
|
34,714,017 |
| Deferred shares of £0.2475 |
2,047,350 |
|
2,047,350 |
|
2,047,350 |
Equity comprises the following:
Share capital: represents amounts subscribed for shares at
nominal value
Share premium: represents amounts subscribed for share capital,
net of issue costs, in excess of nominal value.
Retained earnings: represents the accumulated profits and losses
attributable to equity shareholders.
The interim financial information document will also be
available on the Company’s website www.iamfireplc.com