TIDMSRC
RNS Number : 3470L
SigmaRoc PLC
30 September 2016
SIGMAROC PLC
(formerly Messaging International plc)
Interim Results for the period ended 30 June 2016
SigmaRoc plc ('SigmaRoc' or the 'Company'), the AIM traded
company (ticker: SRC), announces its unaudited results for the six
months ended 30 June 2016, representing the operations of Messaging
International plc ('MI') and its subsidiary TeleMessage Ltd
('TeleMessage', together the 'Group'). The Company announced on 22
August 2016 the disposal of its TeleMessage subsidiary and changes
to its activity, details of which are outlined below.
Overview
-- Disposal of TeleMessage subsidiary post period end;
-- Company name changed to SigmaRoc plc with new strategy to
pursue acquisitions in the construction materials sectors;
-- Change of Board;
-- Gross revenues of GBP1,959,096 up 13% from GBP1,730,535 in H1
2015; and
-- Pre-tax profit for the period of GBP272,509 (H1 2015 loss of
GBP85,502).
CEO's Statement
At the end of the period under review, the Company saw a change
of direction, both in terms of sector focus and Company strategy.
The financial information presented herein represents the Company
under its former guise. TeleMessage was taken private following the
passing of certain resolutions at the Company's General Meeting
('GM'), held on 22 August 2016. Following the GM, a new Board was
appointed with the vision to pursue the new Company strategy, under
the name SigmaRoc.
Before commenting on the new direction of SigmaRoc it is worth
considering the most recent developments of Messaging
International. As described in the last annual report, the Group
was transitioning from its legacy Text-to-Landline product to a new
offering focused on the Secure Mobile Messaging for Enterprises and
also the "Mass Messaging" solution for Enterprises. The further
development of these new products and in particular the marketing
and sales efforts required a substantial investment. On the back of
these developments a consortium of shareholders within MI decided
to put forward a proposition to take TeleMessage private which was
approved by shareholders at the GM. As a consequence of the GM, the
remaining cash shell listed on the AIM market became the starting
point for a new venture under new management and with a new name,
SigmaRoc plc.
SigmaRoc's business model is a buy and build strategy in the
construction materials space. The Company's focus will be on cash
generative assets, located in niche and frontier markets that
produce aggregates, concrete, pre-cast concrete and other related
materials. These materials are in high demand in rapidly growing
frontier economies and experience steady but consistently reliable
demand in niche markets.
In selecting investment and/or acquisition opportunities,
SigmaRoc will focus on three types of business:
-- Businesses, assets and/or projects in markets where
anticipated structural change can lead to growth or consolidation
within the construction materials sector;
-- Businesses which present a steady cash flow opportunity
allowing the Board to build a baseline income to sustain its
further expansion projects; and
-- Businesses or projects which present a clear opportunity for
the Board to take advantage of cyclical dips within established
production majors.
The new Board members appointed at the GM were David Barrett and
Dominic Traynor as non-executive Directors, with Max Vermorken as
Managing Director/CEO of the new business. All three directors have
strong credentials and collectively have extensive relevant
experience of the sector, geography and transactions that SigmaRoc
is likely to pursue.
The Board is fortunate to have an ambitious and focused team
that brings extensive experience and contacts in the sector.
Since the GM and unveiling of the new strategy, many investors
and interested parties have made inquiries and the Board is
encouraged by the interest received. Shareholders will naturally
understand that the investment strategy set out for SigmaRoc is
ambitious and one which requires solid due diligence and analysis
of potential targets. The Board looks forward to announcing details
of its first acquisition in due course.
Funding
On 22 August 2016, the Company raised GBP500,000 (before
expenses) by way of a placing of 208,333,333 new ordinary shares of
GBP0.001 each in the capital of the Company at a price of GBP0.0024
(the 'Placing').
The net proceeds of the Placing provided the Company with
working capital to conduct due diligence on potential acquisition
opportunities in line with the Company's new strategy.
Financial Results
For the six-month period ended 30 June 2016, the Group is
reporting a pre-tax profit of GBP272,509 (30 June 2015: loss of
GBP85,502) based on gross revenues of GBP1,959,096 (30 June 2015:
GBP1,730,535).
Outlook
The Board looks forward to using the opportunity granted by the
investment community to build out its strategy into a solid cash
flow generative business with significant growth potential. Its
focus is entirely on generating long term attractive returns for
investors. It will therefore continue its current efforts of
identifying the right opportunities for the Company and mobilising
its intellectual capital, aiming to achieve an excellent result for
shareholders.
I would like to thank SigmaRoc's shareholders and advisers for
their support going forward and I look forward to updating the
market with further news in due course.
Max Vermorken
Chief Executive
30 September 2016
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulations (EU) No. 596/2014.
SigmaRoc plc
+44(0)20
Max Vermorken 7193 4470
Strand Hanson Limited (Nominated +44(0)20
and Financial Adviser) 7409 3494
James Spinney
James Dance
Peterhouse Corporate Finance +44(0)20
Limited (Broker) 7469 0930
Eran Zucker
Lucy Williams
Duncan Vasey
Tavistock (Public Relations
adviser)
Jos Simson +44(0)20
Barney Hayward 7920 3150
Consolidated statement of comprehensive income for the six
months ended 30 June 2016
Unaudited Unaudited Audited
Notes six months six months year ended
ended ended 31 December
30 June 30 June 2015
2016 2015
GBP GBP GBP
Revenues 2 1,959,096 1,730,535 3,465,182
Cost of revenue (484,712) (645,849) (1,140,630)
Gross profit 1,474,384 1,084,686 2,324,552
------------ ------------ -------------
Operating expenses
Research and development (533,044) (521,452) (1,009,551)
Sales and marketing (437,855) (451,903) (829,065)
Administrative
costs (255,065) (252,533) (490,439)
Goodwill Impairment - - (219,000)
------------ ------------ -------------
Total operating
expenses (1,225,964) (1,225,888) (2,548,055)
------------ ------------ -------------
Operating profit/(loss) 248,420 (141,202) (223,503)
Finance gains/(costs) 24,089 55,700 (50,806)
Profit/(loss) before
taxation 272,509 (85,502) (274,309)
Taxation 3 (176) - (1,337)
Profit/(loss) for
the period/year 272,333 (85,502) (275,646)
============ ============ =============
Other comprehensive
loss
Re-measurement of loss
from defined benefit
scheme - - 14,805
Foreign exchange
difference on translation
of foreign operations 40,927 (54,213) (3,167)
Foreign exchange
difference arising
from restating
the carrying value
of goodwill associated
with foreign operations - - (63,056)
40,927 (54,213) (51,418)
============ ============ =============
Total comprehensive
profit/(loss) 313,260 (139,715) (327,064)
============ ============ =============
Profit/(loss) per
share
Basic earnings/(loss)
per share 4 0.24p (0.07)p (0.24)p
------------ ------------ -------------
Diluted earnings/(loss)
per share 4 0.17p (0.07)p (0.24)p
------------ ------------ -------------
Consolidated statement of changes in equity for the six months
ended 30 June 2016
Capital
Share redemption Translation Revenue
capital reserve reserve reserves Total
GBP GBP GBP GBP GBP
As at 1 January
2016 579,361 600,039 8,785 (281,474) 906,711
Profit for
the period 272,333 272,333
Share based
payments 7,825 7,825
Foreign currency
translation
changes 40,927 40,927
As at 30
June 2016 579,361 600,039 49,712 (1,316) 1,227,796
========== ============ ============ ============ ============
As at 1 January
2015 579,361 600,039 75,008 (63,431) 1,190,977
(Loss) for
the period (85,502) (85,502)
Share based
payments 11,448 11,448
Foreign currency
translation
changes (54,213) (54,213)
As at 30
June 2015 579,361 600,039 20,795 (137,485) 1,062,710
========== ============ ============ ============ ============
As at 1 January
2015 579,361 600,039 75,008 (63,431) 1,190,977
(Loss) for
the for the
year (275,646) (275,646)
Re-measurement
of defined
benefit plan 14,805 14,805
Share based
payments 42,798 42,798
Foreign currency
translation
changes for
goodwill (63,056) (63,056)
Other foreign
currency
translation
changes (3,167) (3,167)
As at 31
December
2015 579,361 600,039 8,785 (281,474) 906,711
========== ============ ============ ============ ============
Consolidated Statement of financial position as at 30 June
2016
Unaudited Unaudited Audited
as at as at as at
30 June 30 June 31 December
2016 2015 2015
GBP GBP GBP
Non current
assets
Goodwill 521,901 803,957 521,901
Property,
plant and
equipment 37,771 54,209 48,207
Other investments 466,558 373,134 391,946
1,026,230 1,231,300 962,054
------------ ------------ -------------
Current assets
Trade and
other receivables 928,496 903,493 850,096
Cash and cash
equivalents 1,097,821 682,365 737,416
2,026,317 1,585,858 1,587,512
------------ ------------ -------------
Total assets 3,052,547 2,817,158 2,549,566
Current liabilities
Trade and
other payables (643,065) (652,888) (599,274)
Borrowings (266,316) (206,811) (229,425)
------------ ------------ -------------
(909,381) (859,699) (828,699)
------------ ------------ -------------
Non current
liabilities
Borrowings (127,648) (326,281) (233,104)
Other payables (151,228) (46,599) (44,076)
Employee provisions (636,494) (521,869) (536,976)
------------ ------------ -------------
(915,370) (894,749) (814,156)
------------ ------------ -------------
Total liabilities (1,824,751) (1,754,448) (1,642,855)
Net assets 1,227,796 1,062,710 906,711
============ ============ =============
Equity
Share capital 579,361 579,361 579,361
Capital redemption
reserve 600,039 600,039 600,039
Foreign currency
translation
reserve 49,712 20,795 8,785
Revenue reserves (1,316) (137,485) (281,474)
Shareholders'
equity 1,227,796 1,062,710 906,711
============ ============ =============
Consolidated cash flow statement for the six months ended 30
June 2016
Unaudited Unaudited Audited
six months six months year ended
ended ended 31 December
30 June 30 June 2015
2016 2015
GBP GBP GBP
Cash flow from operating
activities
Operating profit/(loss) 248,420 (141,202) (223,503)
------------ ------------ -------------
Adjustments for:
Goodwill impairment - - 219,000
Share based payments
- shares 7,825 11,448 28,676
Share based payments - 25,609 -
- issue of warrants
Defined benefit plan - - 14,805
Depreciation and
amortisation 17,095 32,151 61,436
Foreign currency
translation adjustments 86,016 (33,739) 1,009
------------ ------------ -------------
110,936 35,469 324,926
------------ ------------ -------------
Operating cash flow
before working capital
movements 359,356 (105,733) 101,423
(Increase)/decrease
in receivables (78,400) (207,425) (154,978)
(Decrease)/increase
in payables 150,943 168,774 112,639
Increase in provisions 99,518 42,213 57,320
172,061 3,562 14,981
------------ ------------ -------------
Cash (outflow)/inflow
from operating activities 531,417 (102,171) 116,404
Investing activities
Investments (74,612) (29,435) (48,248)
Purchase of property,
plant and equipment (1,525) (385) (18,599)
Net cash from/(used
in) investing activities (76,137) (29,820) (66,847)
------------ ------------ -------------
Taxation (176) - (387)
------------ ------------ -------------
Financing activities
Interest and related
costs (26,134) (31,092) (53,755)
Bank repayments/net
borrowings (68,565) 464,339 360,892
Net cash (used in)/from
financing activities (94,699) 433,247 307,137
------------ ------------ -------------
Net increase in cash
and cash equivalents 360,405 301,256 356,307
Cash and cash equivalents
at the beginning
of the period/year 737,416 381,109 381,109
Cash and cash equivalents
at the end of the
period/year 1,097,821 682,365 737,416
============ ============ =============
Notes to the interim report
For the six months ended 30 June 2016
1. Basis of preparation and consolidation
The condensed consolidated interim financial statements have
been prepared in accordance with the requirements of the AIM Rules
for Companies. As permitted, the Company has chosen not to adopt
IAS 34 "Interim Financial Statements" in preparing this interim
financial information. The condensed interim financial statements
should be read in conjunction with the annual financial statements
for the year ended 31 December 2015, which have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union.
The interim financial information set out above does not
constitute statutory accounts within the meaning of the Companies
Act 2006. The interim financial statements have been prepared on a
going concern basis in accordance with the recognition and
measurement criteria of International Financial Reporting Standards
(IFRS) as adopted by the European Union. Statutory financial
statements for the year ended 31 December 2015 were approved by the
Board of Directors on 27 June 2016 and subsequently delivered to
the Registrar of Companies. The independent auditor's report on
those financial statements was unqualified.
The 2016 interim financial statements of the Group have not been
audited or reviewed.
The consolidated interim financial statements were approved by
the board and authorised for issue on 30 September 2016.
A copy of the interim financial statements will be available on
the Company's website www.sigmaroc.com
2. Turnover
Unaudited Unaudited Audited
six months six months year ended
ended ended 31 December
30 June 30 June 2015
2016 2015
GBP GBP GBP
North America 1,598,776 1,427,874 2,852,915
Europe and Middle
East 346,865 288,979 582,827
Rest of the World 13,455 13,682 29,440
------------ ------------ -------------
1,959,096 1,730,535 3,465,182
------------ ------------ -------------
Notes to the interim report
For the six months ended 30 June 2016 (continued)
3. Taxation
The tax charge in the six months ended 30 June 2016 represented
amounts due for US State tax in relation to the profits of
TeleMessage Inc. based in the USA. U.S. operating losses from
previous years are subject to annual limitations due to the "change
in ownership" provisions of the Internal Revenue Code of 1986 and
similar state provisions.
No further provision has been made for taxation as there are
losses available to carry forward against future trading profits.
No deferred tax asset has been recognised in accordance with
International Accounting Standard 12.
4. Basic and diluted loss per share
For the six months ended 30 June 2016, basic earnings per share
has been calculated on the Group's profit attributable to owners
the Company of GBP272,333 and on the weighted average number of
shares in issue during the year, which was 115,872,147.
For the six months ended 30 June 2015, basic loss per share has
been calculated on the Group's loss attributable to owners the
Company of GBP85,502 and on the weighted average number of shares
in issue during the year, which was 115,872,147.
For the six month periods ended 30 June 2016, diluted earnings
per share has been calculated on the Group's profit attributable to
owners the Company of GBP272,333 and on the weighted average number
of shares in issue during the year plus share options and warrants
to subscribe for shares in the company which together total
159,025,429.
For the six month ended 30 June 2015 share options and warrants
are anti-dilutive and for that reason the diluted earnings per
share information is the same as the basic loss per share.
For the year ended 31 December 2015, basic loss per share has
been calculated on the Group's loss of GBP275,646 and on the
weighted average number of shares in issue in 2015 of
115,872,147.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FMGFLGGGGVZM
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September 30, 2016 06:35 ET (10:35 GMT)
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