TIDMBION

RNS Number : 6418I

Bion PLC

19 April 2022

19 April 2022

BiON plc

("BiON" or the "Company" or, together with BiON Ventures Sdn Bhd, the "Group")

Interim Results and Directorate Change

BiON (AIM: BION) announces its interim results for the six months ended 30 June 2021.

Financial Summary

   --    Revenue was RM0.6m (H1 2020: RM27.2m) 
   --    Gross loss was RM3.6m (H1 2020: RM0.7m profit) 
   --    Operating loss was RM8.4m (H1 2020: RM2.8m) 
   --    Loss before tax was RM9.4m (H1 2020: RM2.7m) 
   --    Cash and cash equivalents at 30 June 2021 was RM1.0m (31 December 2020: RM2.3m) 

-- Post period, on 19 April 2022, the operating entity of the Group, BiON Ventures Sdn Bhd ("BVSB"), was sold for a nominal sum, being GBP1

Post-period Events

   --    As announced earlier today, the Company has disposed of its operating entity, BVSB 
   --    Accordingly, the Company has become an AIM Rule 15 cash shell 

-- The Company is now focused on making an acquisition that constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from completion of the disposal of BVSB

-- As also announced today, with immediate effect, Dato' Dr. Ir. Ts. Mohd Abdul Karim Abdullah, former Chairman, has resigned from the Board; Aditya Chathli has assumed the role of Interim Chairman; Datuk Syed Nazim bin Syed Faisal (formerly CEO) has become a Non-executive Director; and Malcolm Groat has joined the Board as an Independent Non-executive Director

Directorate Change

Further to the announcement of 31 March 2022, the Company is pleased to confirm the appointment of Maurice James Malcolm Groat (known as Malcolm Groat), aged 61, as an Independent Non-executive Director of the Company with immediate effect.

Malcolm is a Chartered Accountant (FCA) and MBA graduate who has worked for many years as a consultant to companies in the technology, natural resources and general commerce sectors. Following an early career with PwC in London, he held CFO, COO and CEO roles in international businesses. Since 2005, Malcolm has served in non-executive director or chairman positions primarily with growth businesses traded on AIM but also with larger bodies such as Baronsmead Second Venture Trust plc. He is currently chairman of TomCo Energy Plc and of Harland & Wolff Group Holdings plc, both AIM-traded companies.

Malcolm has held the following directorships and/or partnerships over the last five years:

 
Current                          Past 
Auric Global Ltd                 Auric Global Pte. Limited 
Baronsmead Second Venture Trust  Baronsmead VCT 4 PLC 
 PLC 
daVictus PLC                     Corps of Commissionaires Management 
                                  Limited 
GS Fintech Ltd                   Corps Security 
GS Technologies Ltd              London Mining P.L.C. 
Harland & Wolff Group Holdings   Mr Lee's Pure Foods Co. Ltd 
 PLC 
Infrastrata PLC                  NKCell Plus PLC 
Inven PLC                        Tekcapital Europe Limited 
Lucyde Pte. Ltd                  Tekcapital PLC 
Maritime House Limited           Vale International Group 
TomCo Energy PLC                 West Coast Land Ltd 
Zaim Credit Systems PLC 
 

Malcolm does not currently own any securities in the Company.

London Mining P.L.C. borrowed approximately $500m to develop its iron ore mine in Sierra Leone. In 2014, the company was unable to service this debt because of, amongst other matters, the Ebola disaster in Sierra Leone and a steep drop in global commodity prices. Malcolm was a director on 16 October 2014 when London Mining P.L.C. went into administration. Secured creditors were paid approximately $1.1m in October 2016, and unsecured creditors received $154k in April 2017. London Mining plc was liquidated on 30 July 2017.

Malcolm was a director of Baronsmead VCT 4 PLC at the time it went into members voluntary liquidation on 11 March 2016. Declaration of solvency was filed on Companies House on 17 March 2016. The company was subsequently dissolved following voluntary liquidation on 19.07.2018.

There are no other matters required to be disclosed pursuant to paragraph (g) of Schedule Two to the AIM Rules for Companies as regards Malcolm's appointment.

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

Enquiries:

 
 BiON plc 
                                                      +44 20 7618 
 c/o Luther Pendragon                                        9100 
 Beaumont Cornish Limited (Nominated Adviser) 
                                                      +44 20 7628 
 Roland Cornish, Felicity Geidt                              3396 
 
 Optiva Securities Limited (Joint Broker) 
                                                      +44 20 3137 
 Vishal Balasingham                                          1903 
 
 VSA Capital Limited (Joint Broker) 
                                                      +44 20 3005 
 Andrew Raca, Maciek Szymanski (Corporate Finance)           5000 
 Andrew Monk (Corporate Broking) 
 
 Luther Pendragon (Financial PR Adviser) 
                                                      +44 20 7618 
 Claire Norbury                                              9100 
 

Overview

As further detailed in the Company's annual results for the year ended 31 December 2020, also announced today, the COVID-19 pandemic severely disrupted the Group's course of business and supply chain. In particular, in Malaysia, the restrictions imposed by the government on the movement of people were far more severe than those experienced in the UK, for example. This significantly impeded the Group's ability to progress its operations and compounded the financial constraints that the Group was experiencing.

With the operational and financial difficulties continuing post period, and given the liabilities within the operating business, the Board decided that it was in the best interest of shareholders to sell its operating business for a nominal sum but without any future recourse or liability to BiON plc, which was approved by shareholders at a general meeting held earlier today, 19 April 2022. Accordingly, and as discussed further below, the Company is now an AIM Rule 15 cash shell.

Operational Review

Engineering, Procurement, Construction and Commissioning ("EPCC") - discontinued activity post period following BVSB disposal

The Group did not undertake any EPCC work during the first half of 2021. The Group experienced difficulties in collecting revenue for the EPCC projects that it provided in the prior year, which impeded its ability to pay its suppliers thereby impacting its debtor position. Accordingly, management decided to pause its pursuit of further EPCC contracts in order to limit the Group's risk exposure at a time when the market was suffering from the prolonged impact of COVID-19 as well as when the Group was unable to access funding to support new projects. As such, the Group has not generated revenue from EPCC contracts subsequent to 2020.

Power Sales - discontinued activity post period following BVSB disposal

Biogas Power Plants

A summary of the developments with the Group's biogas power plants during the first half of 2021 is as follows:

-- Seberang Perak (2MW) was awarded the Commercial Operation Date ("COD") in May 2021, enabling it to export electricity to Tenaga National Berhad ("TNB") electricity grid at the full Feed-in-Tariff ("FiT") rate. Post period, in September 2021, it received the letter of approval from Sustainable Energy Development Authority ("SEDA"), which enabled the Group to recognise the revenue generated from power sales (including receiving payment for revenue that had been accrued to date). Accordingly, from May 2021, Seberang Perak has been exporting 1MW to TNB - with the reduction compared with the plant's 2MW capacity being due to an insufficient supply of palm oil mill effluent ("POME") feedstock.

-- Malpom (2MW) generated some power during the period, however early in 2021, power sales were temporarily ceased due to engine downtime and scheduled maintenance while upgrading works continued. In addition, post period, since July 2021, the plant has been unable to generate power as a fire incident at the neighbouring palm oil mill that supplies the POME feedstock to Malpom forced the plant to shut down. While the mill resumed operations in March 2022, the Group was unable to recommence power production as it did not have the financing available that is required for the process to re-start the plant after a prolonged period of downtime.

-- Nasaruddin (1MW) continued to await the granting of an Initial Operation Date ("IOD") to enable it to commence supplying power to TNB at an initial reduced FiT rate. The granting of an IOD requires a site visit from TNB, which was further delayed due to the Malaysian government restrictions on travel and also, post period, a shutdown at the neighbouring mill for maintenance work from December 2021 to mid-January 2022. The visit from the regulators is currently expected to take place by the end of April 2022, however, BVSB requires additional funding to be able to progress its operations at Nasaruddin.

-- Kahang (2MW) recommenced operations in January 2021, but due to the prolonged period of shutdown for upgrading works, it was required to undergo a 'Re-IOD' process to be able to export power to TNB. This did not occur as a result of the government restrictions on travel preventing the regulatory visit and then a visit scheduled for December 2021 needing to be postponed due to an outbreak of COVID-19 among employees at the site. An initial visit occurred in March 2022 and BVSB is awaiting a subsequent visit to complete the re-IOD process.

In addition, post period, in July 2021, the Group entered into an agreement regarding a 3MW waste-to-energy biogas power plant in Aceh, Tamiang, Indonesia whereby it would provide EPCC services and then receive a shareholding in the plant upon completion. However, due to the financial constraints of the Group and the other parties involved, progress was impeded, with RM10m being required to complete the project. The Group nor the other parties had access to this funding.

Financial Review

Revenue for the six months ended 30 June 2021 was RM0.6m (H1 2020: RM27.2m), which was generated from the sale of electricity from the Group's biogas power plants. Gross loss was RM3.6m (H1 2020: RM0.7m profit), which reflects the low revenue.

Operating loss for the period was RM8.4m (H1 2020: RM2.8m), which reflects the reduced revenue. Net finance costs were RM1.0m resulting in loss before tax of RM9.4m (H1 2020: RM2.7m).

On a consolidated basis, basic loss per share for the period was RM0.022 (H1 2020: RM0.006) based on the weighted number of ordinary shares.

Cash and cash equivalents at 30 June 2021 were RM1.0m (31 December 2020: RM2.3m).

Post period, as announced on 31 March 2022, the Company has conditionally raised GBP1m before expenses via the placing of new ordinary shares (the "Proposed Placing"). The Proposed Placing remains conditional on the resumption of trading in the Company's ordinary shares on AIM, which is expected to occur at 8.00am BST on 20 April 2022. The net proceeds of the Proposed Placing, following the settlement of outstanding creditors, are estimated at about GBP600,000.

Going concern

The Group made a loss for the six months ended 30 June 2021 of RM9.5m (H1 2020: RM2.5m) and recorded a net cash outflow from operating activities of RM4.5m (H1 2020: inflow of RM8.0m). At the reporting date, the Group held cash and cash equivalents of RM1.0m (30 June 2020: RM0.3m) and had current liabilities of RM119.4m (30 June 2020: RM74.9m) and was in a net liability position of RM71.2m.

In addition, the Group's indebtedness had hitherto been guaranteed by the major shareholder, Serba Dinamik. However, they are no longer in a position to do so and that required a long-term refinancing of the debt.

This resulted in the delay in the publication of the audited accounts for the year ended 31 December 2020 (the "Accounts") and the unaudited interim results for the period ended 30 June 2021 (the "Interims") while the Company sought a solution to provide a stable financial operating basis that would support its listing and therefore enable the Accounts and Interims to be published. Accordingly, the Company's ordinary shares were suspended from trading on AIM on 1 October 2021.

Throughout the period from suspension, the Company engaged with various parties with a view to injecting new resources into the existing business. However, despite pursuing a number of options, ultimately, this was not achieved, and the Board concluded that, given the liabilities within the operating business, the unpaid debtors and the operational issues and need for future financing to re-establish its business, the best outcome that could be achieved for its stakeholders would be to sell its operating business (BiON Ventures Sdn Bhd ("BVSB")) for a nominal sum but without any future recourse or liability to BiON plc. This sale was approved by the shareholders on 19 April 2022 (see note 29).

On completion of the disposal of BVSB, BiON plc ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. Thus, BiON plc has become an AIM Rule 15 cash shell company. Its strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.

The definition of a going concern is that of "any entity unless its management intends to liquidate the entity or to cease trading, or has no realistic alternative to liquidation or cessation of operations". The Directors have taken the decision to cease trading through the disposal of all subsidiaries of the Company and, as such, have prepared the financial statements on a basis other than a going concern. The financial statements have been prepared on a basis that takes into account the likely realisation of assets and liabilities, but which does not take into account any liabilities to which the Company was not committed to as at 30 June 2021; for the purposes of these financial statements, this shall be referred to as a "realisation basis of preparation". Assets have not been revalued upwards in cases where the potential realisation of assets might be greater than the value held within the financial statements, nor have write downs been made to assets or liabilities recognised which have arisen as a result of events which have occurred subsequent to 30 June 2021. The Directors do not consider that the realisation basis of preparation has given rise to any material differences compared to the financial statements being prepared on a going concern basis.

Outlook and AIM Rule 15 Cash Shell

Following the disposal of its operating business (BVSB), the Company has become an AIM Rule 15 cash shell. The Company's strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.

As an AIM Rule 15 cash shell, the Company is required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from completion of the disposal of BVSB or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6m), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the Company fail to complete an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 during that period.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at

 
 
                                                Unaudited                 Unaudited           Audited 
                                               30.06.2021                30.06.2020          31.12.2020 
 ASSETS                           Note           RM'000                    RM'000              RM'000 
 NON-CURRENT ASSETS 
 Intangible assets                 9                         694                       749          722 
 Property, plant and equipment     10                     91,872                    44,742       88,713 
                                   17 
 Right-of-use assets               (a)                     4,759                     4,534        4,826 
 Total non-current assets                                 97,325                    50,025       94,261 
                                        ------------------------  ------------------------  ----------- 
 
 CURRENT ASSETS 
 Trade and other receivables       11                     11,143                    35,016       17,148 
 Amount owing by contract 
  customers                        12                          -                       401          401 
 Amount owing by related 
  parties                          13                      3,029                    62,544        1,786 
 Cash and cash equivalents         14                      1,030                       319        2,287 
 Total current assets                                     15,202                    98,280       21,622 
                                        ------------------------  ------------------------  ----------- 
 
 Total assets                                            112,527                   148,305      115,883 
                                        ------------------------  ------------------------  ----------- 
 
 EQUITY 
 Stated capital                    15                     69,458                    69,458       69,458 
 Foreign translation reserve                             (2,665)                   (2,463)      (2,587) 
 Retained loss                                         (134,083)                   (7,146)    (124,685) 
 Merger reserve                                          (4,028)                   (4,028)      (4,028) 
 Total shareholders' equity                             (71,318)                    55,821     (61,842) 
 
 Non-controlling interests                                   147                       163          148 
 Total equity                                           (71,171)                    55,984       50,056 
                                        ------------------------  ------------------------  ----------- 
 
 CURRENT LIABILITIES 
 Trade and other payables          16                    114,854                    68,160      108,280 
                                   17 
 Lease liabilities                 (b)                       484                       334          457 
 Short-term borrowings             18                      2,590                     5,865        2,590 
 Income tax liabilities                                    1,429                       544        1,429 
 Total current liabilities                               119,357                    74,903      112,756 
                                        ------------------------  ------------------------  ----------- 
 
 NON-CURRENT LIABILITY 
 Government grant income                                      77                        89           83 
                                   17 
 Lease liabilities                 (b)                     5,624                     5,352        5,636 
 Long-term borrowings              18                     56,690                    10,512       56,690 
 Amount owing to directors         27                      1,868                       834        2,329 
 Deferred taxation                                            82                       631           82 
 Total non-current liabilities                            64,341                    17,418       64,820 
                                        ------------------------  ------------------------  ----------- 
 
 Total liabilities                                       183,698                    92,321      177,576 
 
 Total liabilities and 
  equity                                                 112,527                   148,305      115,883 
                                        ------------------------  ------------------------  ----------- 
 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended

 
 
                                                Unaudited                 Unaudited 
                                                30.06.2021                30.06.2020 
                                  Note            RM'000                    RM'000 
 
 Revenue                           21                         552                   27,212 
 Cost of sales                                            (4,154)                 (26,489) 
 Gross profit/(loss)                                      (3,602)                      723 
 
 Other income                      22                         204                      580 
 Less: operating expenses 
 Administrative expenses                                  (5,051)                  (4,076) 
 Other expenses                                                 -                        - 
                                                          (5,051)                  (4,076) 
 
 Operating loss                                           (8,449)                  (2,773) 
 
 Finance income                    23                       1,285                      928 
 Finance cost                      24                     (2,235)                    (853) 
                                        -------------------------  ----------------------- 
 Loss before taxation                                     (9,399)                  (2,698) 
 
 Income tax expense                                             -                        - 
 Loss for the period                                      (9,399)                  (2,698) 
                                        -------------------------  ----------------------- 
 
 Other comprehensive income/(loss) 
 Exchange difference on translation 
  of foreign operations                                      (79)                      220 
 Total comprehensive loss                                 (9,478)                  (2,478) 
                                        =========================  ======================= 
 
 Loss for the period attributable to: - 
 - Owners of the company                                  (9,398)                  (2,698) 
 - Non-controlling interest                                   (1)                        - 
                                                          (9,399)                  (2,698) 
                                        =========================  ======================= 
 
 Total comprehensive loss attributable to: - 
 - Owners of the company                                  (9,477)                  (2,478) 
 - Non-controlling interest                                   (1)                        - 
                                                          (9,478)                  (2,478) 
                                        =========================  ======================= 
 Loss per share: 
 Basic (RM, cents)                 25                     (0.022)                  (0.006) 
 Diluted (RM, cents)               25                     (0.022)                  (0.006) 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                                                      Attributable 
                                                    Foreign                            to owners        Non- 
                                                  translation   Merger    Retained       of the      controlling     Total 
                             Share capital          reserve     reserve     profit      company       interest       equity 
                 Note            RM'000             RM'000      RM'000     RM'000        RM'000        RM'000       RM'000 
 
 Balance as at 1 
  January 2020                           61,052       (2,683)   (4,028)     (3,529)         50,812           163      50,975 
 
 Loss for the year                            -             -         -   (121,550)      (121,550)          (15)   (121,565) 
 Translation of 
  foreign operations                          -            97         -           -             97             -          97 
 Total comprehensive 
  loss                                        -            97         -   (121,550)      (121,453)          (15)   (121,468) 
                        -----------------------  ------------  --------  ----------  -------------  ------------  ---------- 
 
 Transactions with 
 owners 
 
 Issuance of placing 
  shares                                  8,406             -         -           -          8,406             -       8,406 
 Capital contribution                         -             -         -         394            394             -         394 
 
 Balance at 31 
  December 2020/1 
  January 2021                           69,458       (2,586)   (4,028)   (124,685)       (61,841)           148    (61,693) 
                        -----------------------  ------------  --------  ----------  -------------  ------------  ---------- 
 
 Loss for the period                          -             -         -     (9,398)        (9,398)           (1)     (9,399) 
 Translation of 
  foreign operations                          -          (79)         -           -           (79)             -        (79) 
 Total comprehensive 
  loss                                        -          (79)         -     (9,398)        (9,477)           (1)     (9,478) 
                        -----------------------  ------------  --------  ----------  -------------  ------------  ---------- 
 
 Transactions 
 with owners 
 Issuance of 
 placing 
 shares           15                          -             -         -           -              -             -           - 
 
 Balance at 30 June 
  2021                                   69,458       (2,665)   (4,028)   (134,083)       (71,318)           147    (71,171) 
                        -----------------------  ------------  --------  ----------  -------------  ------------  ---------- 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For the six months ended

 
                                                              Unaudited                  Unaudited 
                                                             30.06.2021                 30.06.2020 
                                               Note            RM'000                     RM'000 
 CASH FLOW FROM OPERATING 
  ACTIVITIES 
 Loss before taxation                                                   (9,399)                   (2,698) 
 Adjustments for: 
 Amortisation of intangible assets                                           28                        27 
 Depreciation of right-of-use assets                                        304                       226 
 Depreciation of equipment                                                1,973                     1,144 
 Government grant income                                                    (6)                       (7) 
 Gain on disposal of PPE                                                      -                      (53) 
 Impairment loss - Trade receivables 
  written back                                                              (2)                         - 
 Interest expenses                                                        1,916                       280 
 Interest expenses - lease liabilities                                      317                       313 
 Interest income                                                        (1,285)                     (928) 
 Unrealised gain on foreign exchange 
  - net                                                                   (191)                         - 
                                                     -------------------------- 
 Cash flow from operating activities before 
  working capital changes                                               (6,345)                   (1,696) 
 Decrease/(Increase) in trade and other 
  receivables                                                             7,884                  (17,956) 
 (Decrease)/Increase in trade and other 
  payables                                                                6,574                    14,238 
 Decrease in amount owing by related parties                            (1,704)                   (3,062) 
 Cash flow used in/(from) operating activities                            6,409                   (8,476) 
 Interest paid                                                          (1,933)                     (412) 
 Interest received                                                            -                       928 
 NET CASH FLOW USED IN/(FROM) OPERATING 
  ACTIVITIES                                                              4,476                   (7,960) 
                                                     --------------------------  ------------------------ 
 
 CASH FLOW FOR INVESTING 
  ACTIVITIES 
 Proceeds from disposal of property, plant 
  and equipment                                                               -                       130 
 Purchase of property, plant and equipment                              (5,132)                   (1,182) 
 NET CASH FLOW USED IN INVESTING ACTIVITIES                             (5,132)                   (1,052) 
                                                     --------------------------  ------------------------ 
 
 CASH FLOW FOR FINANCING 
  ACTIVITIES 
 Issuance of new ordinary shares                                              -                     8,406 
 Convertible short-term loan to ordinary 
  shares                                                                      -                   (8,406) 
 Advances from related parties                                                -                         - 
 Advances from directors                                                      -                         - 
 Repayment of hire purchase obligations                                       -                     (236) 
 Drawdown of hire purchase                                                    -                       462 
 Drawdown of term loans                                                       -                    10,000 
 Principal elements of lease liabilities                                  (522)                     (467) 
 Repayment of term loans                                                      -                     (731) 
 NET CASH FLOW FROM FINANCING ACTIVITIES                                  (522)                     9,028 
                                                     --------------------------  ------------------------ 
 
 Net decrease in cash and cash equivalents                              (1,178)                        16 
 Effects on foreign exchange translation                                   (79)                       220 
 Cash and cash equivalents at the beginning 
  of the period                                                           2,287                        83 
 Cash and cash equivalents at the end 
  of the period                                 14                        1,030                       319 
                                                     --------------------------  ------------------------ 
 

NOTES TO THE FINANCIAL STATEMENTS

For the six months ended 30 June 2021

   1.    GENERAL INFORMATION 

BiON plc (formerly known as Green & Smart Holdings plc) ("the Company") was incorporated as a public limited company in Jersey with registration number 119200 on 7 August 2015. The registered office of the Company is 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands.

Pursuant to a special resolution ratified at the Extraordinary General Meeting of the Company held on 30 April 2020, the Company has changed its name to BiON plc. Accordingly the change of name was taken effective from 1 May 2020, upon receiving the certificate from the Registrar of Companies in Jersey.

The Company is listed on the AIM market of the London Stock Exchange. During the period under review, the Company's nature of operations was to act as the holding company for a group of subsidiaries that are involved in research and development, provision of professional engineering consultancy and process design services in the areas of industrial biotechnology, pollution control and renewable energy; and engineering, procurement and construction of various waste treatment plants/systems; development, commercialisation, operation and

maintenance of renewable   energy plants . 

Post period, following the disposal of the Group's operating entity, BiON Ventures Sdn Bhd (which holds the Group's trading subsidiaries), the Company is an AIM Rule 15 cash shell focused on acquiring a business that is seeking an AIM quoted platform via a reverse takeover.

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") as follows:

 
                      Place of       Registered 
 Name               incorporation      address     Principal activity      Effective interest 
                                                                         30.06.2021   30.06.2020 
                  ----------------  ------------  --------------------  -----------  ----------- 
 BiON Ventures 
  Sdn Bhd (fka 
  Green & Smart 
  Ventures Sdn 
  Bhd)             Malaysia          Note 1        Holding company          100%         100% 
                  ----------------  ------------  --------------------  -----------  ----------- 
 BiON Sdn Bhd 
  (fka Green 
  & Smart Sdn                                      IPP & EPCC 
  Bhd)             Malaysia          Note 1         contractor              100%         100% 
                  ----------------  ------------  --------------------  -----------  ----------- 
 Our Energy 
  Group (M) Sdn 
  Bhd              Malaysia          Note 2        IPP                      51%          51% 
                  ----------------  ------------  --------------------  -----------  ----------- 
 

Note 1 - registered address: B-1-15, Block B, 8 Avenue, Jalan Sungai Jernih 8/1, Section 8, 46050 Petaling Jaya, Selangor.

Note 2 - registered address: 3-2, 3rd. Mile Square, No. 151, Jalan Klang Lama, Batu 3 1/2 , 58100 Kuala Lumpur.

   2.    basis of preparation 

The consolidated financial information for the six-month period ended 30 June 2020 has been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") issued by the International Accounting Standards Board ("IASB"), including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

The consolidated financial information is unaudited and does not constitute statutory financial statements. The interim financial information has been prepared on a historical cost basis, and fair value method will be used if it is relevant.

The financial information is presented in Malaysian Ringgit ("RM") unless otherwise stated and is the currency of the primary economic environment in which the Group operates. All values are rounded to the nearest thousand ringgit ("RM'000") except where otherwise indicated.

The interim financial information for the six months ended 30 June 2021 was approved by the Directors on 19 April 2022.

Going Concern

The Group made a loss for the six months ended 30 June 2021 of RM9.5m (H1 2020: RM2.5m) and recorded a net cash outflow from operating activities of RM4.5m (H1 2020: inflow of RM8.0m). At the reporting date, the Group held cash and cash equivalents of RM1.0m (30 June 2020: RM0.3m) and had current liabilities of RM119.4m (30 June 2020: RM74.9m) and was in a net liability position of RM71.2m.

In addition, the Group's indebtedness had hitherto been guaranteed by the major shareholder, Serba Dinamik. However, they are no longer in a position to do so and that required a long-term refinancing of the debt.

This resulted in the delay in the publication of the audited accounts for the year ended 31 December 2020 (the "Accounts") and the unaudited interim results for the period ended 30 June 2021 (the "Interims") while the Company sought a solution to provide a stable financial operating basis that would support its listing and therefore enable the Accounts and Interims to be published. Accordingly, the Company's ordinary shares were suspended from trading on AIM on 1 October 2021.

Throughout the period from suspension, the Company engaged with various parties with a view to injecting new resources into the existing business. However, despite pursuing a number of options, ultimately, this was not achieved, and the Board concluded that, given the liabilities within the operating business, the unpaid debtors and the operational issues and need for future financing to re-establish its business, the best outcome that could be achieved for its stakeholders would be to sell its operating business (BiON Ventures Sdn Bhd ("BVSB")) for a nominal sum but without any future recourse or liability to BiON plc. This sale was approved by the shareholders on 19 April 2022 (see note 29).

On completion of the disposal of BVSB, BiON plc ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. Thus, BiON plc has become an AIM Rule 15 cash shell company. Its strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.

The definition of a going concern is that of "any entity unless its management intends to liquidate the entity or to cease trading, or has no realistic alternative to liquidation or cessation of operations". The Directors have taken the decision to cease trading through the disposal of all subsidiaries of the Company and, as such, have prepared the financial statements on a basis other than a going concern. The financial statements have been prepared on a basis that takes into account the likely realisation of assets and liabilities, but which does not take into account any liabilities to which the Company was not committed to as at 30 June 2021; for the purposes of these financial statements, this shall be referred to as a "realisation basis of preparation". Assets have not been revalued upwards in cases where the potential realisation of assets might be greater than the value held within the financial statements, nor have write downs been made to assets or liabilities recognised which have arisen as a result of events which have occurred subsequent to 30 June 2021. The Directors do not consider that the realisation basis of preparation has given rise to any material differences compared to the financial statements being prepared on a going concern basis.

Details of the Disposal

The Company disposed of its main operational subsidiary, BVSB, which includes its trading group. Therefore, the Company has executed the Disposal Agreement as at the date of approving this report.

Under the terms of the Disposal Agreement, Minnos Ventures Inc, acquired the entire issued capital of BVSB for a total consideration of GBP1.00.

The disposal represented a fundamental change of business for the Company.

   3 .    SEASONAL OR CYCLICAL FACTORS 

There are no seasonal factors that materially affect the operations of any company in the Group.

   4.    ITEMS OF AN UNUSUAL NATURE 

There were no other unusual items affecting assets, liabilities, equity, net income or cash flows due to their nature, size or incidence for the financial period ended 30 June 2021.

   5.    MATERIAL CHANGES IN ACCOUNTING ESTIMATES 

The preparation of unaudited interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses for the current and its corresponding financial period under review. Actual results may differ from these estimates.

In preparing the unaudited interim financial information, the significant judgements made by the management in applying the Group's accounting policies and the sources of estimates uncertainty were consistent as those applied to the 2020 Audited Financial Statements.

There were no changes in estimates of amounts of the Group that may have a material effect on the financial period ended 30 June 2021.

   6.    DIVIDS 

No interim dividend was recommended by the Directors during the financial period under review.

   7.    SEGMENTAL REPORTING 

Operating segments are prepared in a manner consistent with the internal reporting provided to the management as its chief operating decision maker in order to allocate resources to segments and to assess their performance. Currently the Group operates under two operating segments, providing consulting and contract services to customers in the renewable energy sector and the supply of power to the National Grid.

Information on geographical segments is not presented as the Group operates wholly in Malaysia where all of its assets and liabilities are located.

The information provided to management for the reportable segments during each period/year are as follows:

 
                                        Consulting                          Head 
   Business Segments                    & contract          Power          office         Total 
                                          RM'000            RM'000         RM'000         RM'000 
 30.06.2021 
 Contract revenues                                   -              -              -              - 
 Power sold                                          -            552              -            552 
 Group revenues                                      -            552              -            552 
 
 
 Gross Loss                                          -        (3,602)              -        (3,602) 
 Net (Loss)/profit                               (779)       (10,041)          1,421        (9,399) 
 
 
 Segment Assets                                  5,810         99,199          7,518        112,527 
 Segment Liabilities                            89,724         19,481         75,495        184,701 
 Capital Expenditure                                 -          5,132              -          5,132 
 Depreciation and amortisation                       -          1,973            332          2,305 
 
 
 
                                        Consulting                          Head 
 Business Segments                       & contract          Power          office         Total 
                                          RM'000            RM'000         RM'000         RM'000 
 30.06.2020 
 Contract revenues                              27,212              -              -         27,212 
 Power sold                                          -              -              -              - 
                                   -------------------  -------------  -------------  ------------- 
 Group revenues                                 27,212              -              -         27,212 
 
 
 Gross Loss                                      2,870        (2,147)              -            723 
 Net Loss                                      (2,670)           (28)              -        (2,698) 
 
 
 Segment Assets                                 92,782         51,861          3,662        148,305 
 Segment Liabilities                            34,371         21,264         36,686         92,321 
 Capital Expenditure                                 -          1,182              -          1,182 
 Depreciation and amortisation                       -          1,276            121          1,397 
 
 
                                            Consulting                          Head 
                                            & contract          Power         office          Total 
 Business Segments                              RM'000         RM'000         RM'000         RM'000 
 
 31.12.2020 
 Contract revenues                             103,649              -              -        103,649 
 Power sold                                          -             24              -             24 
                                   -------------------  -------------  -------------  ------------- 
 Group revenues                                103,649             24              -        103,673 
 
 Gross Profit/(Loss)                            12,306        (6,041)              -          6,265 
 Net Loss                                    (101,436)       (15,306)        (4,823)      (121,565) 
 
 Segment Assets                                 15,932         96,674          3,277        115,883 
 Segment Liabilities                            84,699         17,063         75,814        177,576 
 Capital Expenditure                                 -         36,440              -         36,440 
 Depreciation and amortisation                       -          2,105            665          2,796 
 Impairment loss on 
  receivables                                   75,834              -              -         75,834 
 
   8.    TAXATION 

The Company is regarded as resident for tax purposes in Jersey and on the basis that the Company is neither a financial service company nor a utility company for the purpose of the Income Tax (Jersey) Law 1961, as amended, the Company is subject to income tax in Jersey at a rate of zero per cent.

BiON Sdn Bhd is granted BioNexus status by a government agency, namely Malaysian Bioeconomy Development Corporation Sdn Bhd (previously known as Malaysian Biotechnology Corporation Sdn. Bhd). Therefore, BiON Sdn Bhd is entitled to tax exemption on the statutory business income derived from approved activities over five consecutive years of assessment commencing from the first year in which BiON Sdn Bhd generates statutory income from the relevant approved activities. The tax exemption expired in the financial period ended 31 December 2018. No further exemption has been granted thereafter.

   9.    INTANGIBLE ASSETS 
 
                                              Trademarks                Patents                  Total 
                                                RM'000                   RM'000                  RM'000 
            Cost 
            At 1 January 2020                           1,319                         8                  1,327 
            Addition                                        -                         -                      - 
            At 30 June 2020                             1,319                         8                  1,327 
            Addition                                        -                         -                      - 
                                        ---------------------  ------------------------  --------------------- 
            At 31 December 2020                         1,319                         8                  1,327 
            Addition                                        -                         -                      - 
            At 30 June 2021                             1,319                         8                  1,327 
                                        ---------------------  ------------------------  --------------------- 
 
 
                                              Trademarks                Patents                  Total 
                                                RM'000                   RM'000                  RM'000 
            Accumulated depreciation 
            At 1 January 2020                             544                         7                    551 
            Charge for the period                          27                         -                     27 
            At 30 June 2020                               571                         7                    578 
            Charge for the period                          27                         -                     27 
                                        ---------------------  ------------------------  --------------------- 
            At 31 December 2020                           598                         7                    605 
            Charge for the period                          28                         -                     28 
            At 30 June 2021                               626                         7                    633 
                                        ---------------------  ------------------------  --------------------- 
 
 
            Net book value 
            At 30 June 2020                               748                         1                    749 
                                        ---------------------  ------------------------  --------------------- 
            At 31 December 2020                           721                         1                    722 
                                        ---------------------  ------------------------  --------------------- 
            At 30 June 2021                               693                         1                    694 
                                        ---------------------  ------------------------  --------------------- 
 
 

Trademark

The trademarks "GRASS", "POME-MAS" and "GREENPAK" are registered in Malaysia in respect of patented wastewater and bio-waste treatment technologies. These trademarks have been granted for an indefinite period, however, they are being amortised over ten (10) years in line with Management's best estimate of their expected useful life.

The remaining amortisation period of trademarks is between one (1) to two (2) years, the remaining amortisation period of patents is between three (3) to ten (10) years.

10. PROPERTY, PLANT AND EQUIPMENT

 
 
                                                                                                                Capital 
                                      Furniture                                         Office                   Work in               Industrial 
                                      & Fittings              Renovation               Equipment                Progress                Building             Motor Vehicle              Total 
                                        RM'000                   RM'000                  RM'000                  RM'000                  RM'000                  RM'000                 RM'000 
            At Cost 
            At 1 January 2021                      205                       -                     280                   53,417                 41,310                       -                 95,212 
            Addition                                 -                       -                      16                    2,193                  2,923                       -                  5,132 
            Disposal                                 -                       -                       -                        -                      -                       -                      - 
            Reclassification                         -                       -                       -                 (36,528)                 36,528                       -                      - 
            At 30 June 2021                        205                       -                     296                   19,082                 80,761                       -                100,344 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
            Accumulated 
            Depreciation 
            At 1 January 2021                       88                       -                     156                        -                  6,255                       -                  6,499 
            Charge for the 
             period                                 10                       -                      17                        -                  1,946                       -                  1,973 
            Disposal                                 -                       -                       -                        -                      -                       -                      - 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
            At 30 June 2021                         98                       -                     173                        -                  8,201                       -                  8,472 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
            Carrying Amount 
            At 30 June 2021                        107                       -                     123                   19,082                 72,560                       -                 91,872 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
 
                                                                                                                Capital 
                                      Furniture                                         Office                   Work in               Industrial 
                                      & Fittings              Renovation               Equipment                Progress                Building             Motor Vehicle              Total 
                                        RM'000                   RM'000                  RM'000                  RM'000                  RM'000                  RM'000                 RM'000 
            At Cost 
            At 1 January 2020                      159                     344                     167                    7,542                 40,896                     807                 49,915 
            Addition                                45                       -                       8                      515                     63                     551                  1,182 
            Disposal                                 -                       -                       -                        -                      -                   (577)                  (577) 
            At 30 June 2020                        204                     344                     175                    8,057                 40,959                     781                 50,520 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
            Accumulated 
            Depreciation 
            At 1 January 2020                       68                     136                     122                        -                  4,204                     604                  5,134 
            Charge for the 
             period                                  9                      17                      15                        -                  1,023                      80                  1,144 
            Disposal                                 -                       -                       -                        -                      -                   (500)                  (500) 
            At 30 June 2020                         77                     153                     137                        -                  5,227                     184                  5,778 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
            Carrying Amount 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
            At 30 June 2020                        127                     191                      38                    8,057                 35,732                     597                 44,742 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
 
                                                                                                                Capital 
                                      Furniture                                         Office                   Work in               Industrial 
                                      & Fittings              Renovation               Equipment                Progress                Building             Motor Vehicle              Total 
                                        RM'000                   RM'000                  RM'000                  RM'000                  RM'000                  RM'000                 RM'000 
            At Cost 
            At 1 January 2020                      159                     344                     167                    7,542                 40,896                       -                 49,108 
 
            Addition                                46                       -                     113                   49,857                    414                       -                 50,430 
            Reclassification                         -                   (344)                       -                  (3,982)                      -                       -                (4,326) 
            At 31 December 
             2020                                  205                       -                     280                   53,417                 41,310                       -                 95,212 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
            Accumulated 
            Depreciation 
 
            At 1 January 2020                       68                     136                     122                        -                  4,204                       -                  4,530 
            Charge for the 
             year                                   19                       -                      35                        -                  2,051                       -                  2,105 
                                                     -                   (136)                       -                        -                      -                       -                  (136) 
            At 31 December 
             2020                                   87                       -                     157                        -                  6,255                       -                  6,499 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 
            Carrying Amount 
            At 31 December 
             2020                                  118                       -                     123                   53,417                 35,055                       -                 88,713 
                               -----------------------  ----------------------  ----------------------  -----------------------  ---------------------  ----------------------  --------------------- 
 

a) Included in the assets of the Group at the end of the reporting period were motor vehicles with a total net book value of RM0.44m which were acquired under hire purchase terms. Motor vehicles relate to vehicles under hire purchase, which have been retrospectively reclassified to right of use assets as appropriate under IFRS 16.

b) Assets under construction represents biogas power plant under construction. It is subject to depreciation only when completed and ready for use. No interest was capitalised during the period.

c) Industrial building with carrying amount of approximately RM35.1m are pledged against the banking facility (note 20).

   d)    Acquisition of plant and equipment: - 
 
                                     Unaudited    Unaudited     Audited 
                                     30.06.2021   30.06.2020   31.12.2019 
                                       RM'000       RM'000       RM'000 
 
 Cash paid to acquire property, 
 plant and equipment                      5,132        1,182       18,430 
                                    -----------  -----------  ----------- 
 

11. TRADE AND OTHER RECEIVABLES

 
                                                    Unaudited    Unaudited     Audited 
                                                    30.06.2021   30.06.2020   31.12.2020 
                                                      RM'000       RM'000       RM'000 
 
            Trade receivables                           74,739       33,173       84,926 
            Less: allowance for impairment                                      ( 71,012 
             loss                                     (71,009)      (1,435)            ) 
                                                   -----------               ----------- 
                                                         3,730       31,738       13,914 
                                                   -----------  -----------  ----------- 
 
            Other receivables & deposits                13,606        4,649        9,427 
            Less: allowance for impairment 
             loss                                      (6,193)      (1,371)      (6,193) 
                                                   -----------  -----------  ----------- 
                                                         7,413        3,278        3,234 
                                                   -----------  -----------  ----------- 
 
                                                        11,143       35,016       17,148 
                                                   -----------               ----------- 
 
            Allowance for impairment losses 
            Opening balance - Trade receivables       (71,012)      (1,435)      (1,435) 
            Allowance written back                           3            -        1,435 
            Allowance for the period/year                    -            -     (71,012) 
                                                                             ----------- 
                                                      (71,009)      (1,435)     (71,012) 
                                                   -----------  -----------  ----------- 
 
 
            Opening balance - Other receivables        (6,193)      (1,371)      (1,371) 
            Allowance written back                           -            -      (4,822) 
            Allowance for the period/year                    -            -            - 
                                                   -----------  -----------  ----------- 
                                                       (6,193)      (1,371)      (6,193) 
                                                   -----------  -----------  ----------- 
            Closing balance                           (77,202)      (2,806)     (77,205) 
                                                   -----------  -----------  ----------- 
 
 
 

a) The Group's normal credit terms range from 90 to 120 days (H1 2020: 90 to 120 days). Other credit terms are assessed and varied on a case-by-case basis.

b) Trade and other receivables that are individually determined to be impaired relate to customers that have defaulted on payments or the amount due from third parties considered irrecoverable.

   c)     The amounts in Trade Receivables are analysed as follows: 
 
                                                     Unaudited    Unaudited     Audited 
                                                     30.06.2021   30.06.2020   31.12.2020 
                                                       RM'000       RM'000       RM'000 
              Not past due                                  457       11,171           24 
              Past due by less than 3 months                  -        6,233       69,402 
              Past due by less than 3 - 6 months              -            -            - 
              Past due by 6 months and above             74,282       15,769       15,500 
                                                    -----------               ----------- 
                                                         74,739       33,173       84,926 
                                                    -----------  -----------  ----------- 
 

12. AMOUNT OWING BY CONTRACT CUSTOMERS

 
 
                                          Unaudited          Unaudited          Audited 
                                          30.06.2021        30.06.2020         31.12.2020 
                                            RM'000            RM'000             RM'000 
 
            Aggregate cost incurred 
             to date                         143,816                  52,669      143,816 
            Add: attributable profits         30,888                  18,386       30,888 
                                             174,704                  71,055      174,704 
            Less: progress billings        (174,704)                (70,654)    (174,303) 
                                         -----------  ----------------------  ----------- 
                                                   -                     401          401 
                                         -----------  ----------------------  ----------- 
 
            Represented by: 
 
            Amount due from customer 
             contracts                             -                     401          401 
 

13. AMOUNTS OWING BY / (TO) RELATED PARTIES

 
         Party               Relationship*    Trade Receivables   Other Receivables    Total 
                                                   RM'000              RM'000          RM'000 
         30.06.2021 
         Megagreen Energy    Related 
          Sdn Bhd             party                      32,507              17,167     49,674 
         Less: Allowance for 
          impairment loss                              (32,507)            (14,147)   (46,654) 
                                             ------------------  ------------------  --------- 
                                                              -               3,020      3,020 
                                             ------------------  ------------------  --------- 
 
 
         K2M Ventures 
                             Related 
         Sdn Bhd              party                           -                  10         10 
         Less: Allowance 
         for impairment 
          loss                                                -                 (1)        (1) 
                                             ------------------  ------------------  --------- 
                                                              -                   9          9 
                                             ------------------  ------------------  --------- 
 
                                                              -               3,029      3,029 
                                             ------------------  ------------------  --------- 
 
 
           30.06.2020 
         Megagreen Energy    Related 
          Sdn Bhd             party                      51,497              14,800     66,297 
         Less: Allowance 
          for impairment 
          loss                                          (3,762)                   -    (3,762) 
                                             ------------------  ------------------  --------- 
                                                         47,735              14,800     62,535 
                                             ------------------  ------------------  --------- 
 
         Makmur Hidro Sdn    Related 
          Bhd.                party                           -                   9          9 
                                             ------------------  ------------------  --------- 
                                                         47,735              14,809     62,544 
                                             ------------------  ------------------  --------- 
 
 
 
 
 
           31.12.2020 
         Megagreen Energy    Related 
          Sdn Bhd             party                      32,507              15,924     48,431 
         Less: Allowance 
          for impairment 
          loss                                         (32,507)            (14,147)   (46,654) 
                                             ------------------  ------------------  --------- 
                                                              -               1,777      1,777 
                                             ------------------  ------------------  --------- 
 
                             Ultimate 
         K2M Ventures Sdn     holding 
          Bhd                 co.                             -                  10         10 
         Less: Allowance 
         for impairment 
          loss                                                -                 (1)        (1) 
                                             ------------------  ------------------  --------- 
                                                              -                   9          9 
                                             ------------------  ------------------  --------- 
 
                                                              -               1,786      1,786 
                                             ------------------  ------------------  --------- 
 

* Relationship

a) The Group via its subsidiary, BiON Sdn Bhd holds 15% shares in Megagreen Energy Sdn Bhd and Syed Nazim Syed Faisal, being the Executive Director of BiON plc, was appointed as Director effective 3 July 2020.

b) Mr. Saravanan, who was a director in BiON Plc for the year to 31 December 2019 and is a significant shareholder in BiON Plc, is also one of the appointed Directors in Makmur Hydro Sdn Bhd, resigned on 31 January 2020.

c) K2M Ventures Sdn Bhd, holds 26.02% of the share capital in BiON plc at the end of reporting period.

14. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the cash flow statement comprise the following amounts:

 
                                   Unaudited    Unaudited     Audited 
                                   30.06.2021   30.06.2020   31.12.2020 
                                     RM'000       RM'000       RM'000 
 
         Cash and bank balances         1,030          319        2,287 
                                  -----------  -----------  ----------- 
 

15. STATED CAPITAL

 
                                           No. of shares               RM'000 
 Issued and Fully Paid-Up 
 1 January 2021                              431,719,765               69,458 
 Issuance of shares                                    -                    - 
 Less: transaction costs                               -                    - 
 30 June 2021                                431,719,765               69,458 
                             ---------------------------  ------------------- 
 
 

On 24 January 2020, the Group announced that, at the Extraordinary General Meeting ("EGM"), the Resolution placed in respect of the approval of the waiver under Rule 9 of the City Code and taken by Independent Shareholders on a poll was approved in regards to loan conversion to ordinary shares.

On 27 January 2020, upon relevant approved application, the loan of RM8.4 million from Syed Nazim Syed Faisal was converted into 86,343,953 new Ordinary Shares representing 20 per cent (20%) of the enlarged share capital at an effective share price of approximately 1.85 pence.

16. TRADE AND OTHER PAYABLES

 
                                 Unaudited    Unaudited      Audited 
                                30.06.2021   30.06.2020   31.12.2020 
                                    RM'000       RM'000       RM'000 
 
 Trade payable                      94,956       45,232       89,043 
 Other payable and accruals         19,898       22,928       19,237 
                                   114,854       68,160      108,280 
                               -----------  -----------  ----------- 
 

The normal credit terms granted to the Group by the suppliers are 90 days (H1 2020: 90 days) from invoice date.

17. LEASES

Group as a lessee

The Group has lease contracts for lands. The Group's obligations under these leases are secured by the lessor's title to the leased assets. The Group is restricted from assigning and subleasing the leased assets. The Group also has certain leases of office equipment with low value. The Group applies the 'lease of low-value assets' recognition exemptions for these leases.

   a)     Right-of-use assets 
 
                               Total 
                              RM'000 
 
  Cost at 1 January 2020       7,786 
  Additions                      551 
  Disposal                     (577) 
                             ------- 
  At 31 December 2020          7,760 
  Additions                      237 
                             ------- 
  At 30 June 2021             7, 997 
                             ------- 
 
 
  Accumulated Depreciation at 1 
   January 2020                      2,823 
  Charge for the year                  612 
  Disposal                           (501) 
                                    ------ 
  At 31 December 2020                2,934 
  Charge for the period                304 
                                    ------ 
  At 30 June 2021                    3,238 
                                    ------ 
 
 
  Net carrying amount at 31 December 
   2020                                   4,826 
                                         ------ 
  Net carrying amount at 30 June 
   2021                                   4,759 
                                         ------ 
 

b) Lease liabilities

The carrying amount of lease liabilities is as follows: -

 
                                     30.06.2021   31.12.2020 
                                         RM'000       RM'000 
  Current liabilities 
   - not later than 1 year                  484          457 
 
  Non-current liabilities: 
   - later than one year and not 
   later than five years                  1,973        2,318 
  - Later than 5 years                    3,651        3,318 
                                          5,624        5,636 
                                    -----------  ----------- 
 

c) Amounts recognised in profit or loss

 
                                             30.06.2021   31.12.2020 
                                                 RM'000       RM'000 
 
  Depreciation of right-of-use 
   assets                                           304          611 
  Interest expenses on lease liabilities            317          645 
  Lease expenses not capitalised 
   in lease liabilities: 
   - Expenses related to low value 
   assets                                             2           12 
  - Expenses related to short term 
   lease                                            171          649 
                                                    794        1,917 
                                            -----------  ----------- 
 

d) Total cash outflow

The Group had a total cash outflows for leases of RM0.52m in current financial period.

18. BORROWINGS

a) Short-term borrowings

 
                                                     Unaudited            Unaudited              Audited 
                                                    30.06.2021           30.06.2020           31.12.2020 
                                                        RM'000               RM'000               RM'000 
 
              Mezzanine loan                                 -                    -                    - 
            Hire purchase payables (note                                                               - 
             19)                                             -                  101 
            Term loans (note 20)                         2,590                5,764                2,590 
                                                         2,590                5,865                2,590 
                                            ------------------  -------------------  ------------------- 
 
 
 
              b) Long-term borrowings 
 
                                                     Unaudited            Unaudited              Audited 
                                                    30.06.2021           30.06.2020           31.12.2020 
                                                        RM'000               RM'000               RM'000 
 
            Hire purchase payables (note 
             19)                                             -                  512                    - 
            Term loans (note 20)                        56,690               10,000               56,690 
                                            ------------------  -------------------  ------------------- 
                                                        56,690               10,512               56,690 
                                            ------------------  -------------------  ------------------- 
 

19. HIRE PURCHASE PAYABLES

 
                                                 Unaudited           Unaudited                Audited 
                                                30.06.2021          30.06.2020             31.12.2020 
                                                    RM'000              RM'000                 RM'000 
            Minimum hire purchase payments: 
             - Not later than one year                   -                 136                      - 
            - Later than one year and 
             not later than five years                   -                 540                      - 
            - Later than five years                      -                  25                      - 
                                               -----------    ----------------    ------------------- 
                                                         -                 701                      - 
            Less: Future finance charges                 -                (88)                      - 
                                               -----------    ----------------    ------------------- 
                                                         -                 613                      - 
                                               -----------    ----------------    ------------------- 
 
            Current 
             - Not later than one year                   -                 101                      - 
 
            Non-current 
            - Later than one year and 
             not later than five years                   -                 488                      - 
            - Later than five years                      -                  24                      - 
                                               -----------    ----------------    ------------------- 
                                                         -                 512                      - 
                                               -----------    ----------------    ------------------- 
                                                         -                 613                      - 
                                               -----------    ----------------    ------------------- 
 
 

The hire purchase payables of the Group at the end of the reporting period bare effective interest rates ranging from 5.20% to 5.36% (H1 2020: 5.20% - 5.36%).

20. TERM LOAN

 
                                   Unaudited    Unaudited              Audited 
                                  30.06.2021   30.06.2020           31.12.2020 
                                      RM'000       RM'000               RM'000 
            Current (note 18) 
             Term loan 1                   -        4,742                  750 
            Term loan 2               49,280        1,022                1,840 
            Term loan 3               10,000       10,000                    - 
                                 -----------  -----------  ------------------- 
                                      59,280       15,764                2,590 
                                 -----------  -----------  ------------------- 
 
 

Term loan 1 & 2

The term loans are secured against: -

   (i)            Fixed and floating charges over the present and future assets; 

(ii) Assignment of all rights, interest and benefits and the proceeds from the sales of the electricity;

   (iii)          Assignment of all rights, benefits interest and title under industrial building; 
   (iv)          A guarantee by Credit Guarantee Corporation Berhad (Term loan 1 only); 
   (v)           Joint and severally guaranteed by the Directors of the Company. 

Term loan 1 bears effective interest rate at 8% (H1 2020: 8%) per annum and term loan 2 bears effective interest rate at 5% (H1 2020: 5%) per annum.

Term loan 3

On 6 February 2020, the Group via its subsidiary, BiON Sdn Bhd (Borrower), entered in to a facility agreement with Serba Dinamik Sdn Bhd (Lender), to obtain a loan of RM10 million for working capital purposes.

The Group unconditionally agreed to pay profit for this facility at the rate of five per cent (5%) per annum for a term of fifty-four (54) months commencing from 6 August 2020.

21. REVENUE

All revenues are derived from Malaysia.

 
                          Unaudited    Unaudited 
                         30.06.2021   30.06.2020 
                             RM'000       RM'000 
 Contract revenue                 -       27,212 
 Sale of electricity            582            - 
                                582       27,212 
                        -----------  ----------- 
 

22. OTHER INCOME

 
                                        Unaudited    Unaudited 
                                       30.06.2021   30.06.2020 
                                           RM'000       RM'000 
 Deferred grant income                          6            6 
 Gain on disposal of plant, 
  property and equipment                        -           53 
 Insurance claim                                -          452 
 Realised gain on foreign exchange              5            - 
 Unrealised gain on foreign 
  exchange                                    190            - 
 Rental income                                  -            7 
 Wage subsidy                                   -           62 
 Allowance impairment written 
  back                                          3            - 
                                              204          580 
                                      -----------  ----------- 
 

23. FINANCE INCOME

The finance income recognised is in relation to the interest charged for advances given to the related party, at a rate of 18% per annum (1.5% per month) (see note 27 for detail).

24. FINANCE COSTS

 
                                    Unaudited    Unaudited 
                                   30.06.2021   30.06.2020 
                                       RM'000       RM'000 
 Bank Charges                               3            3 
 Factoring charges                          -          258 
 
 Hire purchase interest                    17           10 
 Short-term loan interest                   -           54 
 Term loan interest                     1,915          215 
                                  -----------  ----------- 
                                        1,935          279 
                                  -----------  ----------- 
 
 Interest on lease liabilities            300          313 
                                  -----------  ----------- 
                                        2,235          853 
                                  -----------  ----------- 
 
   25.   E ARNINGS PER SHARE 

The calculation of earnings per share is based on the following earnings and number of shares:

 
                                            Unaudited                Unaudited               Audited 
                                           30.06.2021               30.06.2020            31.12.2020 
 
 Loss attributable to 
  the owners of the company 
  (RM'000)                                    (9,398)                  (2,698)             (121,550) 
 
 Weighted average shares 
  in issue for                            345,375,812              345,375,812           345,375,812 
 basic earnings per share 
 
 Adjustment for: 
 Warrants instruments                       7,232,013                7,232,013             7,232,013 
 
 
 Weighted average shares in 
  issue for diluted earnings 
  per share                               352,607,825              352,607,825           352,607,825 
                                  -------------------  -----------------------  -------------------- 
 
 Basic earnings per share (RM, 
  cents)                                      (0.022)                  (0.012)                (0.29) 
                                  -------------------  -----------------------  -------------------- 
 
   Diluted earnings per share 
   (RM, cents)                                (0.022)                  (0.012)                (0.29) 
                                  -------------------  -----------------------  -------------------- 
 
 

Earnings per share has been calculated by dividing the profit or loss for the year attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the year.

The diluted number of shares includes those reserved under warrants (note 28).

26. CONTINGENCIES

No provisions are recognised on the following matters as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement: -

 
                                 Unaudited    Unaudited      Audited 
                                30.06.2021   30.06.2020   31.12.2020 
                                    RM'000       RM'000       RM'000 
 
 Corporate guarantee given 
  to licensed banks for 
  credit facilities granted 
  to a related party                10,233       10,080       10,233 
                               -----------  -----------  ----------- 
 

The Group has provided Megagreen Energy with a corporate guarantee in support of a loan facility. As the Group has only a 15% interest in Megagreen, it has no effective control over whether any claim may be made under this guarantee. Credit Guarantee Corporation Malaysia Berhad has confirmed that repayment of the 60% of the amount borrowed by Megagreen under the facility is guaranteed by Credit Guarantee Corporation Malaysia Berhad up to June 2025 pursuant to the Green Technology Financing Scheme - established by the Malaysian government. On that basis, the Directors expect the exposure of G&S under the guarantee to be limited to approximately RM4.0m.

27. RELATED PARTY TRANSACTIONS

In addition to the information detailed in note 13, the Group also carried out the following significant transactions with the related parties during the period:

 
                                       Unaudited    Unaudited      Audited 
                                      30.06.2021   30.06.2020   31.12.2020 
                                          RM'000       RM'000       RM'000 
 
 Megagreen Energy Sdn. Bhd. 
 - Contract revenue                            -            -            - 
 - Interest income                         1,454          928        1,982 
 - Amounts owing from (net of 
  impairment)                              2,028       62,535        1,777 
 
 K2M Ventures Sdn Bhd 
 - Other income (waive of debts)               -            -            - 
 - Amount owing from/(to)                      9            9            9 
 
 Makmur Hidro Sdn Bhd 
 - Amount owing from                           -            -           66 
 
 Serba Dinamik group of companies 
 - Term loan                            (10,000)     (10,000)     (10,000) 
 - Amount owing to                      (26,995)     (15,253)      (9,332) 
 - Services rendered (nett)                7,968        (429)      (6,379) 
 
 
 Syed Nazim Syed Faisal 
 - Mezzanine loan                        -         -         - 
 - Director advance                (1,152)   (1,152)   (1,085) 
 - Director fees due                 (180)     (110)     (148) 
 - Director fees                        32        32        65 
 
 Datuk Dr. Hj. Radzali Hassan 
 - Director fees due                     -     (418)     (367) 
 - Director fees                         -        32        65 
 
 Aditya Chathli 
 - Director fees due                 (345)     (268)     (313) 
 - Director fees                        32        32        65 
 
 Dato' Dr. IR. Ts. Mohd Abdul 
  Karim 
  Abdullah 
 - Director fees due                  (76)         -      (44) 
 - Director fees                        32         -        43 
 
 Habizan Rahman Habeeb Rahman 
 - Director fees due                  (76)         -      (44) 
 - Director fees                        32         -        43 
 
 Mohd Sofiyuddin Ahmad Tabrani 
 - Director fees due                  (40)         -       (8) 
 - Director fees                        32         -         8 
 

Related parties: -

i) The Group, via its subsidiary, BiON Sdn Bhd, holds 15% of the share capital of Megagreen Energy Sdn Bhd.

   ii)     K2M Ventures Sdn Bhd ("K2M"), holds 32.52% shares in BiON plc. 

iii) Serba Dinamik group of companies , one of the significant shareholders in BiON plc for the year ended 30 June 2021.

iv) Datuk Syed Nazim Syed Faisal , being an Executive Director in BiON plc for the period ended 30 June 2021.

v) Datuk Dr. Hj. Radzali Hassan, who was a Non-Executive Director in BiON plc, resigned on 16 March 2021.

vi) Mr. Aditya Chathli, being a Non-Executive Director in BiON plc for the year ended 30 June 2021.

vii) Dato' Dr. IR. Ts. Mohd Karim Abdullah was appointed as a Non-Executive Director of BiON plc on 30 April 2020.

viii) En. Mohd Habizan Habeeb Rahman was appointed as an Executive Director in BiON plc on 30 April 2020 and subsequently he has resigned on 15 March 2022.

ix) En. Mohd Sofiyuddin Ahmad Tabrani, was appointed as a Non-Executive Director in BiON plc, on 11 November 2020 and subsequently he has resigned on 15 March 2022.

x) Mr. Saravanan Rasaratnam, appointed director in Makmur Hidro Sdn Bhd, no longer a related party by virtue of his resignation as the Executive Director in BiON plc on 31 January 2020.

28. WARRANT INSTRUMENTS

 
 
                          Average exercise         Number 
                        price per warrants    of warrants 
 
 At 1 January                       0.092p      7,232,013 
 Granted during 
  the period                             -              - 
 Exercised during 
  the period                             -              - 
 Forfeited during 
  the period                             -              - 
 As at 30 June                      0.092p      7,232,013 
                      --------------------  ------------- 
 

On 6 May 2016, the Company granted 1,383,333 warrants to S.P. Angel Corporate Finance LLP, the Company's previous nominated adviser, at the exercise price of 9 pence each, which were exercisable immediately upon grant, with an expiring date of 5 May 2021.

On 19 June and 28 June 2017, the Company issued 5,848,680 warrants, at the exercise price of an average closing bid price at three trading days prior to the day of notice to exercise, to subscribers to a private placing arranged by Charles Street Securities Europe LLP ("CSS"), and to CSS as part of the fee arrangements for arranging the placement. Of the total warrants issued, 2,777,778 were issued to CSS as fees payable in connection with that placement. The warrants issued to subscribers are outside the scope of IFRS 2. In accordance with IFRS 2 the fair value of the warrants issued as fees for the placement services provided has been estimated as RM220,000. This has been recognised within the stated capital component of equity as the costs were directly incurred in raising the related equity funds.

There was no movement during the period ended 30 June 2021.

29. SUBSEQUENT EVENTS

Management is not aware of any significant events that occurred subsequent to the consolidated balance sheet date but prior to the filing of this report that would have a material impact on the consolidated financial statements except as follows:

FIRE INCIDENT AT MALPOM

On 22 July 2021, a serious fire occurred at the neighbouring palm oil mill that supplies the POME feedstock to Malpom, such that the mill was forced to shut down. The Group's plant was undamaged, but it was also forced to shut down as it is not receiving feedstock from the mill. The Group expects the mill and the Group's Malpom plant to resume operations in Q2 2022. This event suggests that an impairment of the Group's PPE may be required. Such impairment is not appropriate to post as an adjusting event in the year to 31 December 2020 but will be considered in the period in which the incident took place. At this stage, it is not possible to accurately quantify the level of impairment that might be required, which is dependent on the timing of returning the palm oil mill back to full production.

GROUP RESTRUCTURING

On 31 March 2022, the Board of Directors of BiON plc agreed to enter into a conditional Sale and Purchase Agreement ("SPA") with a third-party purchaser, Minnos Venture Inc ("MVI"), to acquire all the shares of BiON Ventures Sdn Bhd ("BVSB") for a purchase consideration of GBP1 (one Pound Sterling) or RM5.50. Pursuant to the SPA, MVI agreed to acquire BVSB and consequently all its controlled subsidiaries and, as a result, to assume all of BVSB's assets and liabilities.

In accordance with AIM Rule 15, the disposal of BVSB constitutes a fundamental change of business of BiON plc. The shareholders approved the sale of BVSB on 19 April 2022, and the disposal was completed, following which, BiON plc has ceased to own, control or conduct all or substantially all, of its pre-existing trading business, activities or assets. Thus, BiON plc has become an AIM Rule 15 cash shell company.

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IR BSGDSXSBDGDC

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April 19, 2022 10:47 ET (14:47 GMT)

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