TIDMIAF
RNS Number : 3001V
Iafyds PLC
06 August 2015
Iafyds plc
("Iafyds" or the "Company")
Interim financial statements
For the six months ended 30 June 2015
Background
Iafyds exited from administration on 27 December 2013 and
entered into a Company Voluntary Arrangement (CVA) with its
creditors. The CVA process was under the authority of BDO LLP who
acted as Supervisors of the CVA, ensuring adherence to the agreed
terms.
The Company was renamed and readmitted to AIM in February 2014
as an Investment Company and since that time has sought investment
opportunities consistent with its Investment Policy. The Board has
considered several different investments in a number of sectors
including transportation, industrial coatings, software, medical
devices and the leisure industry.
Under the AIM Rules Iafyds had 12 months from readmission to
complete a qualifying investment in accordance with the Company's
investment policy to avoid a suspension in the trading of the
Company's shares. That 12 month period ended on 6 February 2015,
accordingly trading of the Company's shares were from that date
suspended pending completion of a qualifying investment.
In February 2015, the Joint Supervisor, Patrick Alexander
Lannagan of BDO, confirmed to the Company that the liquidation was
complete in all respects and the final payments due to creditors
had been made.
365Agile
On 3 August 2015 the Company announced the proposed acquisition
of 365 Agile Limited ("365Agile") for an aggregate consideration of
GBP8.5 million to be satisfied by the issue of the Consideration
Shares. 365Agile is an IP rich software business with a proprietary
Internet of Things offering. In order to fund the related costs of
the Proposals and additional working capital, the Company has
conditionally raised GBP2.24 million at a price of 75p per New
Ordinary Share.
365Agile
-- 365Agile's core product offering, Agile, is an innovative
software platform which provides a new way of working:
-- Enables businesses to streamline process and reduce
operational costs whilst improving customer service.
-- Allows field based/ customer facing teams to securely access
any system, data and/or document from any global location.
-- Users can work remotely whilst having access to all of the
information in existing back-office systems.
-- Technology stack built on Microsoft's Azure cloud providing
secure connectivity from smart phones & tablet devices
-- Allows users to capture, upload and stream audio, video,
images, documents and data, via a single pane of glass (e.g.
smartphones, tablets).
-- 365Agile also offers a complete eco-system for Internet of Things ("IoT") solutions
-- Includes a secure two-way radio communication protocol
allowing devices to be 'smart' enabled.
-- Allowing organisations to harvest data from a multitude of
smart sensors in the field such as temperature, moisture, movement,
light and pressure.
-- Microsoft has published a case study about 365Agile's product
and is actively working with the company to promote IoT software
& hardware solutions built on Azure
Transaction Highlights
-- Proposed acquisition of 365Agile for an aggregate
consideration of GBP8.5 million to be satisfied by the issue of New
Ordinary Shares at a price of 75p per New Ordinary Share;
-- Conversion of debt facilities into New Ordinary Shares at the Issue Price
-- GBP100,000 provided by Jonathan Holyhead, co-founder and CEO of 365Agile
-- GBP850,000 provided by MXC Capital Limited and MXC Guernsey Limited
-- Oversubscribed placing of New Ordinary Shares at a price of
75p per New Ordinary share, raising gross proceeds of GBP2.24
million to be used for:
-- Funding the costs related to the Proposals
-- Additional working capital for the Enlarged Group
-- The Acquisition constitutes a reverse takeover under Rule 14
of the AIM Rules for Companies and accordingly requires Shareholder
approval;
-- On Admission the Board will comprise Clive Carver (non-executive chairman), Colin Hutchinson (non-executive director), Jonathan Holyhead (chief executive officer) and Jill Collighan (finance director); and
-- Proposed consolidation of every 10,000 Existing Ordinary Shares into one New Ordinary Share.
Going concern
This interim financial statement is prepared for the six months
to 30 June 2015 and as such the numbers do not include the proposed
acquisition of 365 Agile. Following the administration of VPhase
Smart Energy Limited in 2013, the Group no longer conducts its
original trading activities and, as a result of this cessation of
trade, the condensed financial statements of the Group are prepared
on a basis other than going concern. Further details are contained
in Note 2 to this interim statement.
Outlook
A general meeting of the Company is proposed for 20 August 2015
at which the Proposals will be put to shareholders. Should the
Proposals not be passed for any reason there will not be sufficient
time to identify an alternative transaction and the Directors will
commence a liquidation of the Company.
Clive Carver
Chairman
6 August 2015
The definitions used throughout this announcement are as per the
announcement of 3 August 2015, unless the context otherwise
requires:
For further information please contact:
Iafyds plc: Clive Carver / Colin Hutchinson +44 (0) 20 7220
0500
finnCap: Geoff Nash / Giles Rolls +44 (0) 20 7220 0500
Unaudited consolidated income statement
Six Six Year
months months ended
ended ended
30 June 30 June 31 December
2015 2014 2014
GBP GBP GBP
'000s '000s '000s
Administrative expenses (33) (29) (83)
-------- -------- ------------
Loss from operating activities (33) (29) (83)
Net finance costs - - -
-------- -------- ------------
Loss before taxation (33) (29) (83)
Income tax expense - - -
-------- -------- ------------
Loss for the period (33) (29) (83)
Loss per share
Basic & fully diluted loss
per share (Pence) (0.000) (0.001) (0.001)
Unaudited consolidated statement of financial position
30 June 30 June 31 December
2015 2014 2014
Assets GBP GBP GBP
'000s '000s '000s
Current assets
Trade and other receivables 10 193 237
Cash and cash equivalents 27 112 70
-------- -------- ------------
Total current assets 37 305 307
Total assets 37 305 307
======== ======== ============
Equity and liabilities
Attributable to the equity
holders of the Parent Company
Share capital 3,734 3,734 3,734
Share premium 7,441 7,441 7,441
Merger relief reserve 1,150 1,150 1,150
Capital redemption reserve 994 994 994
Retained earnings (9,618) (9,531) (9,585)
Reverse acquisition reserve (3,682) (3,682) (3,682)
--------
Total equity 19 106 52
-------- -------- ------------
Current liabilities
Trade and other payables 18 199 255
Total liabilities 18 199 255
-------- -------- ------------
Total equity and liabilities 37 305 307
======== ======== ============
Unaudited consolidated statement of changes in equity
Share Share Merger Capital Retained Reverse Total
capital premium relief redemption earnings acquisition equity
reserve reserve reserve
GBP '000s GBP '000s GBP '000s GBP '000s GBP '000s GBP '000s
Balance at 1 January 2014 3,474 7,490 1,150 994 (9,502) (3,682) (76)
Loss for the year - - - - (29) - (29)
Total comprehensive income - - - - (29) - (29)
Shares issued in the period 260 (49) - - - - 211
Balance at 30 June 2014 3,734 7,441 1,150 994 (9,531) (3,682) 106
----------------------------- ---------- ---------- ---------- ------------ ---------- ------------- --------
Balance at 1 January 2014 3,474 7,490 1,150 994 (9,502) (3,682) (76)
Loss for the year - - - - (83) - (83)
Total comprehensive income - - - - (83) - (83)
Shares issued in the period 260 (49) - - - - 211
Balance at 31 December 2014 3,734 7,441 1,150 994 (9,585) (3,682) 52
----------------------------- ---------- ---------- ---------- ------------ ---------- ------------- --------
Balance at 1 January 2015 3,734 7,441 1,150 994 (9,585) (3,682) 52
Loss for the year - - - - (33) - (24)
Total comprehensive income - - - - (33) - (24)
Shares issued in the period - - - - - - -
Balance at 30 June 2015 3,734 7,441 1,150 994 (9,618) (3,682) 19
----------------------------- ---------- ---------- ---------- ------------ ---------- ------------- --------
Unaudited consolidated statement of cash flows
Six Six Year
months months ended
ended ended 31 December
30 June 30 June 2014
2015 2014
GBP GBP GBP
'000s '000s '000s
Cash flows from operating
activities
Loss before tax (33) (29) (83)
(Increase) / Decrease in
receivables 227 (12) (56)
Increase / (Decrease) in
payables (237) (58) (2)
Net cash used in operating
activities (43) (99) (141)
--------- --------- -------------
Cash flows from financing
activities
Proceeds from issue of shares - 260 260
Share issue costs - (49) (49)
Increase in debt factoring - - -
facility
Net cash generated from financing
activities - 211 211
--------- --------- -------------
Net decrease in cash and
cash equivalents for the
period (43) 112 70
Cash and cash equivalents 70 - -
at beginning of the period
Cash and cash equivalents
at end of the period 27 112 70
========= ========= =============
Notes to the consolidated interim financial statements
1. Accounting policies
Reporting entity
Iafyds plc ("the Company") and its subsidiaries (together 'the
Group') previously developed products that provide energy
efficiency solutions to certain identified problems in the energy
market. The Company is now an investment company. Iafyds plc is a
public limited company incorporated in England and Wales under the
Companies Act 2006.
Basis of preparation
The information for the year ended 31 December 2014 does not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006. A copy of the statutory accounts for that year
has been delivered to the Registrar of Companies. The auditor
reported on those accounts; their report was modified but not
qualified, drawing attention to the material uncertainties
disclosed by the Directors regarding the ability of the Company to
continue as a going concern in reference to the timeframe available
under AIM Rule 15.
The unaudited condensed set of financial statements included in
this half-yearly financial report have been prepared in accordance
with the International Accounting Standard 34 'Interim Financial
Reporting', as adopted by the European Union. These condensed
interim accounts should be read in conjunction with the annual
accounts of the Group for the year ended 31 December 2014. The
annual financial statements of the Group are prepared in accordance
with International Financial Reporting Standards as adopted by the
European Union.
2. Going concern
Due to the events occurring in 2013, the Group no longer
conducts its original trading activities and as a result of this
cessation of trade the condensed financial statements of the Group
are prepared on a basis other than going concern.
As stated above, the Company reached an agreement with its
creditors and members to execute a CVA. This process is nearing
completion and the funds required to satisfy the CVA are under the
control of the Supervisors.
On 3 August 2015 the Company announced the proposed transaction
whereby the Company will acquire the entire issued share capital of
365 Agile Limited ("the Acquisition") for consideration of GBP8.5
million, to be satisfied by the issue of new shares in the capital
of the Company, conduct a placing of new shares in the capital of
the Company to raise GBP2.24 million and apply for the re-admission
of its enlarged issued share capital to trading on AIM.
The Acquisition, if completed, is of sufficient size to
constitute a reverse takeover under the AIM Rules for Companies and
is therefore conditional on the consent of the shareholders of the
Company being given in a general meeting. Provided that consent is
received the Company will once again become a trading company with
sufficient funds to continue as a going concern.
If the transaction is not concluded as planned the Company will
have its listing on AIM cancelled and the Directors will commence a
liquidation of the Company.
3. Loss per share
30 June 30 June 31 December
2015 2014 2014
GBP GBP GBP
'000s '000s '000s
Result for the year
Total loss for the year attributable
to equity shareholders (33) (29) (83)
Weighted average number of Number Number Number
ordinary shares
For basic earnings per share
(thousands) 10,056,423 5,361,979 7,734,995
Total loss per share (Pence) (0.000) (0.001) (0.001)
4. Share capital & reserves
30 June 30 June 31 December
2015 2014 2014
GBP GBP GBP
'000s '000s '000s
Allotted, called up and fully
paid
10,056,423,466 (2013: 1,389,666,890)
ordinary shares of 0.003p
each (2013: 0.25p each) 301 301 301
1,389,777,890 (2013: nil)
deferred shares at 0.247p
each 3,433 3,433 3,433
Reconciliation of share capital No.
movement (millions) of shares
At 1 January 2014 1,390
-----------
Placing of Ordinary shares 8,667
At 30 June 2014 10,057
===========
At 1 January 2014 1,390
-----------
Placing of Ordinary shares 8,667
At 31 December 2014 10,057
===========
At 1 January and 30 June
2015 10,057
===========
5. Post Balance Sheet Events
As detailed above, on 3 August 2015 the Company announced the
proposed transaction of 365 Agile Limited for an aggregate
consideration of GBP8.5million to be satisfied by the issue of new
shares in the Company alongside a placing of new shares raising
gross proceeds of GBP2.24 million.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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