TIDMBION

RNS Number : 3268O

Bion PLC

31 January 2023

31 January 2023

BiON plc

("BiON" or the "Company")

Interim Results

BiON (AIM: BION), an AIM Rule 15 cash shell, announces its unaudited interim results for the six months ended 31 October 2022.

Due to the Company changing its financial year end, as announced on 5 October 2022, the comparative period represents the six months from 1 January 2021 to 30 June 2021 ("H1 2021").

Summary

   --    During the period, the Company operated as an AIM Rule 15 cash shell 

-- The Company actively sought a suitable reverse candidate and assessed various business opportunities

-- As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022

-- From the suspension date, BiON has six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled

-- As at 31 October 2022, BiON had cash and cash equivalents of GBP480 thousand (30 April 2022: GBP1 thousand; 30 June 2021: GBP179 thousand)*

* Following becoming an AIM Rule 15 cash shell, the Company has, from 1 May 2022, adopted Pound Sterling (GBP) as its functional presentational currency. Accordingly, the results for the previous periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement ( 1 January 2021 to 30 June 2021). See the Financial Review for further details.

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 4582 
 c/o Gracechurch Group                                  3500 
 
 Beaumont Cornish Limited (Nominated Adviser) 
                                                 +44 20 7628 
 Roland Cornish, Asia Szusciak                          3396 
 
 Optiva Securities Limited (Broker) 
                                                 +44 20 3137 
 Vishal Balasingham                                     1903 
 
 Gracechurch Group (Financial PR Adviser) 
                                                 +44 20 4582 
 Claire Norbury                                         3500 
 

Strategic Report

Overview

The Company is an AIM Rule 15 cash shell whose principal activity is to identify potential acquisition opportunities. The Company's strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors will 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.

During the period under review, the Company actively sought a suitable reverse candidate and assessed various business opportunities. As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022.

Outlook

Since period end, the Company has been active in its search for acquisition opportunities and is reviewing a number of potential candidates. BiON has six months from 20 October 2022 to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

The Company will update the market as appropriate.

Financial Review

This report covers the six months ended 31 October 2022. As noted, due to the Company changing its financial year end, the comparative period represents the six months from 1 January 2021 to 30 June 2021.

Change in functional and presentational currency

Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement ( 1 January 2021 to 30 June 2021).

Results summary

 
  GBP000's              Six months to 31 October    Six months to 30 
                                            2022           June 2021 
                                     (Unaudited)         (Unaudited) 
 Revenue                                       -                  98 
                      --------------------------  ------------------ 
 Operating expenses                         (99)               (898) 
                      --------------------------  ------------------ 
 Loss before tax                            (99)             (1,671) 
                      --------------------------  ------------------ 
 Loss per share                        (0.00023)            (0.0039) 
                      --------------------------  ------------------ 
 

The results reflect the six months to 31 October 2022 being a period when the Company was a cash shell, having disposed of its operating entity on 19 April 2022. As noted above, the operating expenses incurred during the period consist primarily of administrative and professional fees.

Cash flow and funds

Net cash used in operating activities was GBP479 thousand (H1 2021: GBP796 thousand). Cash and cash equivalents at 31 October 2022 was GBP480 thousand (30 April 2022: GBP1 thousand; 30 June 2021: GBP179 thousand).

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
 
                                                    31.10.2022     30.06.2021   30.04.2022 
                                                     GBP'000        GBP'000      GBP'000 
                                                    unaudited      unaudited     audited 
       ASSETS 
       NON-CURRENT ASSETS 
       Intangible assets                                       -          121            - 
       Property, plant and equipment                           -       15,969            - 
       Right-of-use assets                                     -          827            - 
       Total non-current assets                                -       16,917            - 
                                                 ---------------  -----------  ----------- 
 
       CURRENT ASSETS 
       Trade and other receivables                            19        1,937        1,001 
       Amounts due from related                                -          526            - 
        parties 
       Cash and cash equivalents                             480          179            1 
       Total current assets                                  499        2,642        1,002 
                                                 ---------------  -----------  ----------- 
 
       Total assets                                          499       19,559        1,002 
                                                 ===============  ===========  =========== 
 
       EQUITY 
       Stated capital                                     13,701       12,073       13,701 
       Foreign translation reserve                          (42)        (463)         (42) 
       Retained loss                                    (13,469)     (23,306)     (13,370) 
       Merger reserve                                          -        (700)            - 
       Total shareholders' equity                            190     (12,396)          289 
       Non-controlling interests                               -           25            - 
       Total equity                                          190     (12,371)          289 
                                                 ---------------  -----------  ----------- 
 
       CURRENT LIABILITIES 
       Trade and other payables                              126       19,964          570 
       Lease liabilities                                       -           84            - 
       Short-term borrowings                                  35          450            - 
       Income tax liabilities                                  -          248            - 
       Total current liabilities                             161       20,746          570 
                                                 ---------------  -----------  ----------- 
 
       NON-CURRENT LIABILITY 
       Government grants deferred                              -           13            - 
        income 
       Long-term borrowings                                    -        9,854            - 
       Lease liabilities                                       -          978            - 
       Amounts due to directors                              148          325          143 
       Deferred taxation                                       -           14            - 
       Total non-current liabilities                         148       11,184          143 
                                                 ---------------  -----------  ----------- 
 
       Total liabilities                                     309       31,930          713 
                                                 ---------------  -----------  ----------- 
 
       Total liabilities and equity                          499       19,559        1,002 
                                                 ===============  ===========  =========== 
 
 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 
 
 
                                                     PERIOD ENDED      PERIOD 
                                                                       ENDED 
                                                     31.10.2022     30.06.2021 
                                                      GBP'000        GBP'000 
                                                     unaudited      unaudited 
 
 
 Revenue                                                        -           98 
 Cost of sales                                                  -        (738) 
 Gross (loss)/profit                                            -        (640) 
 
 Other income                                                               36 
 
 Less: operating expenses 
 Administrative expenses                                     (99)        (898) 
 Operating loss                                              (99)      (1,502) 
 
 Finance income                                                 -          228 
 Finance costs                                                  -        (397) 
 Loss before taxation                                        (99)      (1,671) 
 
 Income tax expense                                             -            - 
 Loss for the year                                           (99)      (1,671) 
                                                  ---------------  ----------- 
 
 Other comprehensive loss 
 Exchange difference on translation of foreign 
  operations                                                    -         (14) 
 Total comprehensive loss                                    (99)      (1,685) 
                                                  ===============  =========== 
 
 Loss per share: 
 Basic (RM)                                             (0.00023)     (0.0039) 
 Diluted (RM)                                           (0.00023)     (0.0039) 
                                                  ===============  =========== 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 
 
                                                                 PERIOD ENDED        PERIOD 
                                                                                     ENDED 
                                                                 31.10.2022       30.06.2021 
                                                                   GBP'000          GBP'000 
                                                                 unaudited        unaudited 
 
 
         CASH FLOW FROM OPERATING ACTIVITIES 
         Loss before taxation                                            (99)          (1,671) 
         Adjustments for: 
         Amortisation of intangible assets                                  -                5 
         Depreciation of property, plant and equipment                      -              351 
         Depreciation of right-of-use assets                                -               54 
         Government grant income                                            -              (1) 
         Interest expenses: - 
         - Lease liabilities interest                                       -               56 
         - Loan interest                                                    -              341 
         Interest income                                                    -            (228) 
         Unrealised gain on foreign exchange                                -             (35) 
         Cash flow used in operating activities before 
          working capital changes                                        (99)          (1,128) 
 
         Decrease in trade and other receivables                          982            1,401 
         (Decrease)/increase in trade and other payables                (404)            1,169 
         (Increase)/decrease in amount due from related 
          parties                                                           -            (303) 
                                                              ---------------      ----------- 
         Cash flow from operating activities                              479            1,139 
 
         Interest paid                                                      -            (343) 
         Interest received                                                  -                - 
                                                              ---------------      ----------- 
         NET CASH FLOW FROM OPERATING ACTIVITIES                          479              796 
                                                              ---------------      ----------- 
 
         CASH FLOW FOR INVESTING ACTIVITIES 
         Purchase of property, plant and equipment                          -            (912) 
         NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES                479            (912) 
                                                              ---------------      ----------- 
 
 
         CASH FLOW FOR FINANCING ACTIVITIES 
 
         Principle elements of lease payment                                -             (93) 
         NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES                  -             (93) 
                                                              ---------------      ----------- 
 
         Net increase/(decrease) in cash and cash 
          equivalents                                                     479            (209) 
         Effects of foreign exchange translation                            -             (19) 
         Cash and cash equivalents at the beginning 
          of the period                                                     1              407 
                                                              ---------------      ----------- 
         Cash and cash equivalents at the end of 
          the period                                                      480              179 
                                                              ---------------      ----------- 
 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   1.   BASIS OF PREPARATION 

The interim report has been prepared in accordance with UK adopted International Accounting Standards, including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are presented.

The financial statements are presented in GBP unless otherwise stated and is the currency of the primary economic environment in which the Company now operates. All values are rounded to the nearest thousand pounds ("GBP'000") except where otherwise indicated.

Change in functional and presentational currency

Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021).

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