TIDMIIG
RNS Number : 6487M
Intuitive Investments Group plc
25 May 2022
25 May 2022
Intuitive Investments Group plc
Interim report for the period from incorporation to 31 March
2022
Intuitive Investments Group plc (AIM: IIG) ("IIG" or the
"Company"), a closed-end investment company focussed on the life
sciences sector, announces its interim results for the six months
to 31 March 2022.
Financial highlights
31 March 30 September 31 March
2022 2021 2021 Flotation
Net Assets 12.33 million 8.14 million 7.90 million 7.59 million
Investments 10.40 million 5.74 million 3.93 million NA
Cash 1.91 million 2.57 million 3.90 million 7.59 million
NAV per share 18.73p 20.14p 19.55p 18.78p
% Increase/(decrease)
from previous
period end (6.96)% 2.99% 4.12% NA
Operational highlights
-- Acquisition of Touchless Innovation Limited, including the
wholly owned subsidiary Touch-Less Hygiene UK Limited and the
business and assets of Sanoserv International Franchising Limited
(trading as Sanondaf) for the initial consideration of 28.8 million
new ordinary shares and GBP1 million in cash.
-- Subscription to raise GBP607,000 by the issue of 2.76 million
new ordinary shares at a price of 22 pence per share, principally
subscribed for by directors of IIG.
-- Appointment of Julian Baines MBE as Non-Executive Chairman
with David Evans moving to chair of the Investment Committee.
-- Investment in Ocutec Limited, a private company in the
late-stage portfolio at a cost of GBP250,000.
For further information, please contact:
Intuitive Investments Group plc www.iigplc.com
Julian Baines, Non-Executive Chairman Via Walbrook PR
Robert Naylor, CEO
SP Angel Corporate Finance LLP
- Nominated Adviser +44 (0) 20 3470 0470
Jeff Keating / David Hignell / Kasia
Brzozowska
Turner Pope Investments (TPI) Ltd
- Broker +44 (0) 20 3657 0050
Andrew Thacker / James Pope
Walbrook PR Limited - Media & Investor +44 (0)20 7933 8780 or intuitive@walbrookpr.com
Relations
+44 (0) 7980 541 893 / +44 (0)
Paul McManus/ Sam Allen 7502 558 258
About Intuitive Investments Group plc
The Company is an investment company seeking to provide
investors with exposure to a portfolio concentrating on fast
growing and/or high potential Life Sciences businesses operating
predominantly in the UK, continental Europe and the US, utilising
the Board's experience and in particular that of the chairman of
the Investment Committee, David Evans, to seek to generate capital
growth over the long term for shareholders.
Chairman and Chief Executive's Report
We are pleased to present the interim report for Intuitive
Investments Group plc, which covers the six months ended 31 March
2022. Overall, the period under review has been one of notable
progress, particularly in the unquoted portfolio, with the
acquisition of T ouchless Innovation Limited including the wholly
owned subsidiary Touch-Less Hygiene UK Limited and the business and
assets of Sanoserv International Franchising Limited (trading as
Sanondaf) ("Sanondaf") and an investment into Ocutec Limited
("Ocutec"). The publicly traded portfolio, however, has not
performed well, except for Light Science Technologies plc which at
the period end was valued at GBP1.49 million, a premium to the GBP1
million we initially invested. We believe that the publicly traded
portfolio is undervalued and in the medium-term there is the
potential for good returns from these investments.
Evolution of strategy and acquisition of Sanondaf
As noted in our year end results, we found the interpretation of
aspects of the regulatory framework had constrained our ability to
take advantage of certain opportunities. Therefore, we shifted the
Company's strategic focus to take larger stakes in companies, which
was resoundingly endorsed by Shareholders at IIG's Annual General
Meeting in December 2021.
We acquired Sanondaf in February 2022. The initial aggregate
consideration for Sanondaf was the issue of 28.8 million new
ordinary shares of 1 penny each ("Ordinary Share") and GBP1 million
in cash, with deferred consideration of GBP900,000 payable six
months from completion and an earn out of 30% of US profits for the
three years from completion. The consideration shares were issued
in two tranches, with the second tranche requiring a waiver under
Rule 9 of the Code on Takeovers and Mergers. Again, with the
support of Shareholders, we were able to achieve this via an
accelerated Rule 9 waiver, which had the benefits of significant
cost and time savings.
Sanondaf is by far the largest investment in IIG's portfolio,
therefore we will provide separate updates by RNS as to this
investment's progress.
Sanondaf is a market-leading provider of specialist disinfection
and decontamination services operating in 10 countries and has 25
regional sites in the UK. Sanondaf's core technology is spraying
and fogging of a hydrogen peroxide formula, which is administered
as a dry vapour disinfection treatment which can be used on all
electrical and electronic devices and all hard and soft furnishings
safely, without causing damage or leaving any unsightly residue on
the surfaces treated.
Sanondaf's strategy is to grow by increasing services to
existing customers and focussing on specific sectors including life
science, transport and heavy engineering. In addition, Sanondaf is
developing a pipeline of innovative products around its fogging
technology and an anatomical tissue processing technology. This
growth strategy will be supported nationally by selling regional
franchises in the UK and internationally by selling country master
franchises globally. The strategic goal of Sanondaf is to become a
market leader in professional decontamination, disinfection and
anatomical waste management in the countries in which it operates,
principally by organic growth.
As a franchise-based business, we believe sales and market share
can be increased significantly without the need for large amounts
of capital investment. However, we expect, in the short term, cash
generated in Sanondaf will be used firstly to meet the deferred
consideration of GBP900,000 payable to the vendors of the business
and assets of Sanoserv International Franchising Limited and
secondly to invest into Sanondaf's infrastructure, product
development and working capital. As such there will not be
distributions from Sanondaf to IIG in the near term.
Other unquoted investments
We also invested GBP250,000 in Ocutec, representing a 6.04%.
interest in Ocutec's enlarged share capital, as part of a GBP1.36
million fundraising round. Ocutec has patented technology covering
the formulation of novel contact lens products, contact lens
comfort solutions and injection moulding technology for rapid
manufacturing. Ocutec is based in Glasgow, and has been operating
since 2006, having been spun out of the University of
Strathclyde.
The unquoted portfolio continues, in the main, to be held at
cost, plus accrued interest if applicable, or the valuation of the
most recent investment round. Both Axol Bioscience Limited and
Momentum Limited have raised additional capital, but this is at the
same valuation as the round in which IIG participated and therefore
there is no increase or decrease in valuation. We are aware of
three investee companies currently raising capital which may
provide an uplift in their valuations. Further details of the
companies in the unquoted portfolio are contained at the end of
this statement.
Publicly traded investments as 31 March 2022
Valuation as at
30 September Unrealised
31 March 2022 2021 gain/(loss)
GBP GBP GBP
Evgen Pharma plc 76,344 126,955 (50,611)
Light Science Technologies
Holding plc 1,491,344 1,406,060 85,284
Microsaic Systems plc 192,000 442,000 (250,000)
Midatech Pharma plc 44,450 91,000 (46,550)
Polarean Imaging plc 270,000 429,166 (159,166)
Shield Therapeutics plc 164,120 325,032 (160,912)
Trellus Health plc 82,663 294,984 (212,321)
Yourgene Health plc 127,428 221,889 (94,461)
Closing fair value 2,448,349 3,337,086 (888,737)
In the small cap healthcare sector, during the early part of the
Covid-19 pandemic, we saw many fundraisings, inflated trading
volumes and some valuations pushed to excessive levels,
particularly those companies with a Covid-19 related exposure. We
do not perceive that any of our investments achieved excessive
valuations. The subsequent sell off has been indiscriminate, with
many investors reducing their exposure to the sector. Inevitably
our own portfolio has not been immune to this decline in the small
cap healthcare sector. Overall, we believe that the publicly traded
portfolio is undervalued and in the medium-term there is potential
for excellent returns from these investments. In context, during
the period under review the AIM All-Share (AXX) and Nasdaq
Biotechnology (NBI) indices fell by 15.3% and 16.6% respectively
and have continued to materially decline post the period end.
Financial performance
NAV per Ordinary Share at flotation: 18.78 pence; 30 September
2021: 20.14 pence; 31 March 2022: 18.73 pence. There are investment
losses of GBP 696,000 , comprising unrealised losses of GBP889,000,
interest income from the convertible loan notes of GBP99,000, gains
on realisation of publicly traded companies of GBP76,000 and
management fee income of GBP18,000.
The structure of the Company is purposefully simple, and the
administrative costs of the business were GBP195,000 for the
period. Overall, the loss for the period was GBP717,000. Given the
size of the Company, the Board does not propose to declare a
dividend.
During the period there was a subscription to raise GBP607,000
by the issue of 2,759,091 new Ordinary Shares at a price of 22
pence per share, of which GBP423,000 was subscribed for by
Directors of IIG.
Outlook
Given our current cash position and in the absence of
realisations, we do not anticipate making new investments. We may
make follow on investment in some of our existing investments. We
are clearly focussed on realising value from our existing
portfolio, in particular our investment in Sanondaf, which we
perceive, in the medium term, will be the best driver of
shareholder value. We look forward to updating you as to our
progress.
Later stage investments
BioQ Pharma Incorporated ("BioQ") ( www.bioqpharma.com )
Investment of US$1 million by way of unsecured convertible loan
notes and warrants, valued at cost plus accrued interest. 6.65% of
NAV as at 31 March 2022.
BioQ is a well-established, commercial-stage, medical device and
pharmaceutical company, addressing the infusible drugs market.
BioQ's proprietary Invenious(TM) platform comprises a
"connect-and-go" drug-device system combination, which can be
utilised to improve the delivery of infusible medicines. BioQ's
platform includes a bespoke unit-dose delivery solution for
infusible drugs, whereby a diluent delivery system and
administration line are combined in one self-contained,
ready-to-use presentation. The key benefits of the platform include
reduced cost and complexity compared to current infusion
techniques.
Ocutec Limited ("Ocutec") ( www.ocutec.com )
Investment of GBP250,000 in ordinary shares, held at fair value,
for which cost is deemed the most appropriate basis of measurement.
2.03% of NAV as at 31 March 2022.
As noted above Ocutec has patented technology covering the
formulation of novel contact lens products, contact lens comfort
solutions and injection moulding technology for rapid
manufacturing.
Touchless Innovations Limited ("Sanondaf") ( www.sanondaf.co.uk
)
Investment of GBP5.3 million to acquire the entire issued share
capital, held at fair value, for which cost is deemed the most
appropriate basis of measurement. 43.11% of NAV as at 31 March
2022.
As noted above Sanondaf is a market-leading provider of
specialist disinfection and decontamination services operating in
10 countries and has 25 regional sites in the UK. Treatments are
non-corrosive, contain no toxic ingredients and Sanondaf's
application methods ensure they are not harmful to people, animals
or the environment. It is safe for use in all settings, including
operating theatres, critical care units, and is CASA (Civil
Aviation Safety Authority) approved. Sanondaf's disinfection
formula has proven efficacy against pathogens, included, viruses,
mould, bacteria and fungi.
Series A and B investments
Axol Bioscience Ltd ("Axol") ( www.axolbio.com )
Investment of GBP249,091 in A ordinary shares, held at fair
value, for which cost is deemed the most appropriate basis of
measurement. 2.02% of NAV as at 31 March 2022.
Axol produces high quality human cell products, particularly in
relation to pluripotent stem cell (hiPSC) and critical reagents
such as media and growth supplements, which are sold to medical
research and drug discovery organisations. Axol also provides
contract research for example customising cell lines for customers,
such as reprogramming and differentiation. The Chairman of Axol is
Jonathan Milner, who is the company's co-founder and was previously
deputy chairman of Abcam plc.
CardiNor AS ("CardiNor") ( www.cardinor.com )
Investment of GBP125,002 in ordinary shares, held at fair value,
for which cost is deemed the most appropriate basis of measurement.
1.01% of NAV as at 31 March 2022.
CardiNor is a Norwegian biotech company established in June 2015
to commercialise the development of secretoneurin ("SN"), an
important new biomarker for cardiovascular disease ("CVD"). SN is
the only biomarker shown to be associated with biological processes
linked to cardiomyocyte handling. This unique biological function
explains why SN presents as an independent and strong predictor of
mortality in all major patient cohorts, including ventricular
arrhythmia, acute heart failure, acute respiratory failure patients
with CVD and severe sepsis. CardiNor has completed development of a
research assay based on immunoassay technology to measure SN in
blood and the assay is under further clinical development,
including to obtain a CE mark.
The Electrospinning Company Ltd ("TECL") (
www.electrospinning.co.uk )
Investment of GBP500,000 in ordinary shares, held at fair value,
for which cost is deemed the most appropriate basis of measurement.
4.06% of NAV as at 31 March 2022.
TECL has a technology platform built around the process of
electrospinning, a technique for production of micro and nano-fibre
biomaterials from a variety of natural and synthetic polymers, and
a suite of post-processing technologies to convert the biomaterials
into medical device components. The core business is the sale of
product development and manufacturing services to medical device
companies. TECL is also using its know-how to develop proprietary
materials for targeted out-licensing opportunities, aiming to
capture more of the end-market value created by its innovations and
expertise.
Micrima Ltd ("Micrima") ( www.micrima.com )
Investment of GBP200,000 by way of convertible loan note held at
fair value, for which cost is deemed the most appropriate basis of
measurement. 1.75% of NAV as at 31 March 2022.
Micrima is a commercial stage company which has developed a new
imaging method, the MARIA(R) system, based on radiofrequency
technology to improve early diagnosis of breast cancer. Micrima has
reached a significant development milestone with its novel breast
imaging technology. Micrima is now set to embark on commercial
launch.
Momentum Bioscience Ltd ("Momentum") ( www.momentumbio.co.uk
)
Investment of GBP125,000 in preferred A ordinary shares, held at
fair value, for which cost is deemed the most appropriate basis of
measurement. 1.01% of NAV as at 31 March 2022.
Momentum is developing a revolutionary rapid diagnostic test for
patients suspected of sepsis, an infection of the blood stream
resulting in symptoms including a drop in a blood pressure,
increase in heart rate and fever. Momentum's SepsiSTAT(R) system
enables reporting of the presence or absence and 'pan gram
identification' of viable organisms in just two hours, helping
direct the right antimicrobials. The system also provides a pure
concentrate of growing organisms for further analysis. Faster
testing in suspected sepsis patients can reduce mortality,
accelerate hospital discharge, lower hospital costs, and reduce
pressure on antimicrobial resistance. SepsiSTAT(R) is a diagnostic
test that runs from a sample of whole blood before any culturing
steps are taken and is currently being studied in clinical practice
with highly encouraging early results indicating competitive
sensitivity versus the current standard of care. Over 120 million
blood tests for sepsis are run annually representing a market
potential of over GBP1 billion.
PneumoWave Ltd ("PneumoWave") ( www.pneumowave.com )
Investment of GBP350,000 in new ordinary shares, held at fair
value, for which cost is deemed the most appropriate basis of
measurement. 2.84% of NAV as at 31 March 2022.
The investment in PneumoWave allowed for the company to nominate
a director to the board. Dr Stewart White, Chair of IIG's Advisory
Panel was appointed director on 31 March 2021. All fees paid by
PneumoWave are remitted to the company and shown as management fees
in the statement of comprehensive income.
PneumoWave, which was incorporated in February 2018, is
developing an innovative remote respiratory monitoring platform
comprising a small, chest-worn biosensor and AI-driven data
analysis/alerting software for the early detection, prediction, and
prevention of adverse events in respiratory patients, both in
hospitals and at home. In 2020, PneumoWave was awarded the
Breakthrough Medical Device designation from the U.S. Food and Drug
Administration for the development of the device, which is designed
to monitor breathing in real-time to a clinical standard of
care.
The specially designed wireless biosensor is one of the smallest
available and transmits data to the cloud using a data hub or
smartphone, alerting the patient, their household members, doctor,
nurse, or emergency services where life-threatening changes occur.
PneumoWave's technology will be able to accurately monitor large
numbers of patients in any location at any time.
Intuitive Investments Group Plc
Statement of Comprehensive Income
For the 6 months to 31 March 2022
6 months to Period to Period to
31 March 31 March 30 September
2022 2021 2021
Unaudited Unaudited Audited
GBP GBP GBP
Investment income
Finance income 98,954 29,981 110,344
Gains on realised investments 75,831 - 89,876
(Losses)/Gains on investments
at fair value (888,737) 422,220 821,214
Management Fees 18,141 - 34,084
-------------- -------------- --------------
(695,811) 452,201 1,055,518
Administrative expenses (194,558) (127,363) (324,153)
-------------- -------------- --------------
(Loss)/Profit before tax (890,369) 324,838 731,365
Corporation tax 173,853 - (170,447)
-------------- -------------- --------------
(Loss)/Profit for the period (716,516) 324,838 560,918
Other Comprehensive Income - - -
-------------- -------------- --------------
Total comprehensive income
for the period (716,516) 324,838 560,918
Total comprehensive income
attributable to the owners
of the company (716,516) 324,838 560,918
Profit/(Loss) per share
Basic - pence 4 (1.49)p 0.80p 2.22p
Diluted - pence (1.49)p 0.77p 2.22p
Intuitive Investments Group Plc
Statement of Financial Position
As at 31 March 2022
Notes As at As at As at
31 March 31 March 30 September
2022 2021 2021
Unaudited Unaudited Audited
ASSETS GBP GBP GBP
Non-current assets
Investments 5 10,398,155 3,933,074 5,737,353
Deferred tax asset 94,328 - 10,221
-------------- -------------- --------------
10,492,483 3,933,074 5,747,574
-------------- -------------- --------------
CURRENT ASSETS
Trade and other receivables 42,530 91,294 42,345
Cash and cash equivalents 1,910,883 3,903,376 2,566,793
-------------- -------------- --------------
1,953,413 3,994,670 2,609,138
-------------- -------------- --------------
TOTAL ASSETS 12,445,896 7,927,744 8,356,712
EQUITY
Shareholders' Equity
Called up share capital 6 657,903 404,192 404,418
Deferred shares 47,500 47,500 47,500
Share premium 11,631,228 7,125,361 6,985,736
Other reserves 144,399 - 144,399
Accumulated profit/(loss) (155,598) 324,838 560,918
-------------- -------------- --------------
Total Equity 12,325,432 7,901,891 8,142,971
-------------- -------------- --------------
LIABILITIES
Current liabilities
Trade and other payables 29,542 25,853 33,073
Non current liabilities
Deferred tax liabilities 90,922 - 180,668
-------------- -------------- --------------
TOTAL LIABILITIES 120,464 25,853 213,741
-------------- -------------- --------------
-------------- -------------- --------------
TOTAL EQUITY AND LIABILITIES 12,445,896 7,927,744 8,356,712
Net asset value per share 18.73p 19.55p 20.14p
Intuitive Investments Group Plc
Statement of Changes in Equity
For 6 months to 31 March 2022
Called Deferred Share Other Retained Total
up Shares Premium Reserves Earnings Equity
Share
Capital
GBP GBP GBP GBP GBP GBP
Balance at 11 - - - - - -
June
2020
Profit for the
period - - - - 324,838 324,838
Issued share
during
the period 404,192 47,500 7,632,148 - - 8,083,840
Finance costs - - (506,787) - - (506,787)
------------ ------------ -------------- ------------ ------------ --------------
Balance at 31
March
2021 404,192 47,500 7,125,361 - 324,838 7,901,891
Profit for the
period - - - - 236,080 236,080
Warrants on
admission - - (144,399) 144,399 - -
Issued share
during
the period 226 - 4,774 - - 5,000
------------ ------------ -------------- ------------ ------------ --------------
Balance at 30
September
2021 404,418 47,500 6,985,736 144,399 560,918 8,142,971
Loss for the
period - - - - (716,516) (716,516)
Issued share
during
the period 253,485 - 4,645,492 - - 4,898,977
------------ ------------ -------------- ------------ ------------ --------------
657,903 47,500 11,631,228 144,399 (155,598) 12,325,432
------------ ------------ -------------- ------------ ------------ --------------
Intuitive Investments Group Plc
Statement of Cash Flows
For the 6 months to 31 March 2022
Notes 6 Months Period Period to
to to 30 September
31 March 31 March 2021
2022 2021 Unaudited
Unaudited Unaudited
GBP GBP GBP
Profit/(loss) before tax from
continuing operations (890,369) 294,857 731,365
Adjusted by:
Interest income (45,773) - (110,344)
Gain on disposal - - (89,876)
Fair value movement 888,737 (422,220) (821,214)
------------ ------------ ------------
(47,405) (127,363) (290,069)
Changes in working capital
(Increase)/decrease in trade and
other receivables (185) (91,294) (42,345)
(Decrease)/increase in trade and
other payables (3,531) 25,853 33,073
------------ ------------ ------------
Net cash outflow from operating
activities (51,121) (192,804) (299,341)
Cash flows from investing activities
Purchase of investments 5 (1,349,805) (3,480,873) (5,055,770)
Proceeds from sale of investments 138,016 - 339,851
------------ ------------ ------------
Net cash (outflow)/inflow from
investing activities (1,211,789) (3,480,873) (4,715,919)
------------ ------------ ------------
Cash flows from financing activities
Net proceeds from share issues 607,000 7,577,053 7,582,053
------------ ------------ ------------
Net cash inflow from financing
activities 607,000 7,577,053 7,582,053
------------ ------------ ------------
Increase/(decrease) in cash and
equivalents (655,910) 3,903,376 2,566,793
Cash and cash equivalents at beginning 2,566,793 - -
of year
------------ ------------ ------------
Cash and cash equivalents at end
of year 1,910,883 3,903,376 2,566,793
1. General Information
Intuitive Investments Group Plc is a com pany incorp orated and
d omiciled in England and Wales. The com pany is listed on the AIM
market of the Lo nd on Stock Exchange (ticker: IIG).
The financial information set out in this Half Yearly report
does not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. The group's statutory financial statements
for the period ended 30 September 2021 were prepared under
International Financial Reporting Standards ("IFRS").
Copies of the annual statutory accounts and the Half Yearly
report can be found on the Company's website at
http://www.iigplc.com/ .
2. Basis of preparation
The principal accounting policies applied in the preparation of
the financial information are set out below. These policies have
been consistently applied.
Basis of preparation
The financial information of the Company has been prepared in
accordance with International Financial Reporting Standards (IFRS),
International Accounting Standards (IASs) and International
Financial Reporting Interpretations Committee (IFRIC)
interpretations (collectively 'IFRS') as adopted for use in the
European Union and as issued by the International Accounting
Standards Board and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the accounting policies and making any estimates. Changes
in assumptions may have a significant impact on the financial
statements in the period the assumptions changed. Board of
Directors believe that the underlying assumptions are appropriate
and that the financial statements are fairly presented. The Board
of Directors believes, there are no areas involving a higher degree
of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, and
therefore, these financial statements have limited disclosures.
3. Significant accounting policies
Income recognition
(i) Gains on realised investments
All purchases and sales of quoted investments are accounted for
on the trade date basis. All purchases and sales of unquoted
investments are accounted for on the date that the sale and
purchase agreement becomes unconditional.
(ii) Interest income
Interest income is recognised using the effective interest
method. Interest income is interest earned on bank deposit accounts
and loan notes and is included within the statement of
comprehensive income.
(iii) Management fees
The Company earns fee income from the monitoring fees from
Investee Companies. Revenue is recognised at the fair value of the
consideration received or receivable, excluding rebates. Fees
earned for the provision of an ongoing service are recognised as
that service is provided.
Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
(i) Current tax
Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules using
tax rates enacted or substantially enacted by the statement of
financial position date.
Income tax is recognised in the income statement or in equity if
it relates to items that are recognised in the same or a different
period, directly in equity.
Current tax assets and liabilities for the current and prior
periods are measured at the amount expected to be recovered from or
paid to the taxation authorities.
(ii) Deferred tax
Deferred tax is provided, using the liability method, on
temporary differences at the statement of financial position date
between the tax base of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable
temporary differences.
Deferred tax assets are recognised for all deductible temporary
differences, carry forward of unused tax assets and unused tax
losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences and
the carrying forward or unused tax assets and unused tax losses can
be utilised.
3. Accounting policies (continued)
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow
all or part of the deferred tax assets to be utilised. Conversely,
previously unrecognised deferred tax assets are recognised to the
extent that it is probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be
utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on the tax rates and
tax laws that have been enacted or substantively enacted at the
balance sheet date.
Financial instruments
Financial assets and financial liabilities are recognised when
the Company becomes a party to the contractual provisions of the
instrument.
Investments
All investments are designated upon initial recognition as held
at fair value through the profit and loss and are measured at
subsequent reporting dates at fair value in accordance with IFRS
9.
Publicly traded securities will be valued by reference to their
bid price or last traded price, if applicable, on the relevant
exchange in accordance with the Association of Investment
Companies' valuation guidelines and applicable accounting
standards. Where trading in the securities of an Investee Company
is suspended, the investment in those securities will be valued at
the Chairman's estimate of its net realisable value. In preparing
these valuations, the Company will take into account, where
appropriate, latest dealing prices, valuations from reliable
sources, comparable asset values and other relevant factors.
Fair values for unquoted investments, including convertible loan
notes or investments for which the market is inactive, are
established by using various valuation techniques in accordance
with the International Private Equity and Venture Capital Valuation
(the "IPEV") guidelines. These may include recent arm's length
market transactions, the current fair value of another instrument
which is substantially the same, discounted cash flow analysis and
option pricing models. Where there is a valuation technique
commonly used by market participants to price the instrument and
that technique has been demonstrated to provide reliable estimates
of prices obtained in actual market transactions, that technique is
utilised.
Where an investment has been made recently, the Company may use
cost as the best indicator of fair value. In such cases, any
changes or events subsequent to the relevant transaction date would
be assessed to ascertain if they imply a change in the investment's
fair value. Such valuations prepared by the Investment Team will be
approved by the Audit and Risk Committee at least twice a year. If
the Board considers that any of the above bases of valuation are
inappropriate in any case, or generally, it may adopt such other
valuation procedures as it considers reasonable in the
circumstances.
3. Accounting policies (continued)
Other receivables and payables
Trade receivables and trade payables are measured at amortised
cost.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held
on call, together with other short term highly liquid investments
which are not subject to significant changes in value and have
original maturities of less than three months.
Share capital and reserves
Share capital: Represents the nominal value of equity shares.
Share premium: The account represents the accumulated premium paid
for shares issued in previous periods above their nominal value
less issue expenses.
Retained Earnings
Represents the accumulated profits being the excess of income
derived from holding investments less the costs associated with
running the Company. This reserve may be distributed by way of
dividends.
4 . Earnings per Share
Basic earnings per share is calculated by dividing the earnings
attributable shareholders by the weighted average number of
ordinary shares outstanding during the period.
Reconciliations are set out below:
Period
to
31 March
2022
Unaudited
Basic
Earnings attributable to ordinary
shareholders (716,516)
Weighted average number of shares 48,046,357
Earnings (Loss) per-share - pence (1.49)p
Diluted
Earnings attributable to ordinary
shareholders (716,516)
Weighted average number of shares 48,046,357
Earnings (Loss) per-share - pence (1.49)p
As at 31 March 2022 there were 1,962,500 outstanding share
warrants.
5 . Investments
Cost GBP
At 11 June 2020 -
Additions during the period 3,480,873
Revaluation at 31 March 2021 452,201
------------
At 31 March 2021 3,933,074
Additions during 6 months to 30
September 2021 1,574,897
Disposals (249,975)
Accrued interest 110,344
Change in fair value 369,013
------------
At 30 September 2021 5,737,353
Additions during 6 months to 31
March 2022 5,641,782
Disposals (136,016)
Accrued interest 43,773
Change in fair value (888,737)
------------
10,398,155
6. Share Capital
Issued share capital comprises:
Period Period Period
to to to
to 31 to 31 March to 31
March 2022 2021 September
Unaudited Unaudited 2021
Audited
GBP GBP GBP
Ordinary shares
of 1p each 657,903 404,192 404,418
-------------- -------------- --------------
657,903 404,192 404,418
During the period to 31 March 2022 the company issued ordinary
shares of GBP0.01 each listed, as follows:
Date issued Price Type Number
04/03/2022 GBP0.22 Placing 2,759,091
04/03/2022 GBP0.19 Vendor consideration 22,589,352
--------------
25,348,443
7. Post balance sheet events
On 25 February 2022, the Company announced it had acquired
Touchless Innovation Limited in exchange for 28,863,636 new
Ordinary Shares and GBP1 million in cash. The consideration shares
were issued in two tranches. The second tranche of 6,274,284
consideration shares, were issued to Stuart White, the Chief
Executive Officer of Touchless Innovation Limited on 26 April
2022.
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END
IR BSGDURGDDGDS
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