TIDMVELA
RNS Number : 6694S
Vela Technologies PLC
23 December 2016
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
23 December 2016
Vela Technologies plc
("Vela" or the "Company")
Unaudited interim results for the six months ended 30 September
2016
chairman's statement
Half-Yearly Report for the six months ended 30 September
2016
The first six months of the financial year proved to be another
active period for Vela Technologies with both follow on fundings
being completed for certain of our investee companies and a long
overdue restructuring of the Company's share capital resulting in a
reduction in the number of shareholders from over 900 to around
175. In addition, the Company raised additional funds by way of an
investment from one of our major shareholders, Scott Fletcher, as
well as your CEO.
In April, Vela announced that Portr, the owner of the on-demand
airport luggage transfer service, AirPortr, had completed its GBP3
million fund raise in which Vela participated increasing its
holding to 3.9% and valuing our holding at GBP1.079 million. This
compares to our cost of investment of GBP251,343.
During May, Vela subscribed an additional C$25,000 for shares in
BTL Group Ltd, a Canadian listed blockchain technology company,
increasing Vela's holding to 741,666 shares. Vela also received
warrants as part of this funding allowing it to subscribe for a
further 41,666 BTL shares at C$1.00. These warrants have
subsequently been exercised resulting in a current shareholding of
783,332 shares. This represents approximately 4.6% of BTL's share
capital.
In June, Vela agreed to enter into an early loan conversion of
the $100,000 Convertible Promissory Notes in StreamTV Networks plus
$43,693.16 of interest (including an early conversion bonus of
$7,500) into new Class A Common Shares. Vela now holds 47,898 Class
A Common Shares in StreamTV equal to 0.14% of the Stream TV equity
and with a value of $143,694 at the conversion price of $3.00 per
share.
In September we announced a proposed issue of convertible
unsecured loan notes which is a departure from the traditional
manner in which we have previously funded the future development of
Vela. The transaction completed in early October raising a gross
and net GBP400,000 for Vela. The loan notes are repayable on 30
September 2018 and carry an annual interest rate of 8%. This more
innovative method of funding provided by highly supportive and long
term shareholders allowed Vela to avoid raising capital by way of
an equity issue. Going forward, it is likely that Vela will
continue with this type of strategy until the market value of Vela
is better aligned with the sum of the value of its investment
portfolio as shown in the attached unaudited balance sheet. The
balance sheet has been further boosted by this recent loan note
fund raise. As previously stated, investments are held in the
balance sheet either at cost, market value or latest valuation
event.
Finally, following the latest fund raise, Vela was presented
with an exciting early stage and highly disruptive investment
proposition which led to the announcement on 4 October of an
investment of GBP200,000 into THEVIBE Ltd (trading as Vibe
Tickets), a transparent fan-to-fan ethical ticketing platform that
allows fans to exchange tickets at face value or less. Following
the investment Vela owns 3.6% of the equity capital of THE VIBE
Ltd.
Our other investments continue to develop broadly in line with
expectations and we look forward to 2017 with interest as our
portfolio develops further.
N Brent Fitzpatrick MBE
Chairman
Vela Technologies PLC
For further information please contact:
Vela Technologies plc
Brent Fitzpatrick,
Non-Executive Chairman Tel: +44 (0)
Antony Laiker, Director 7802 262 443
Allenby Capital Limited
(Nominated Adviser)
Nick Athanas/Katrina Tel: +44 (0)
Perez/Nick Naylor 20 3328 5656
Smaller Company Capital
Limited
(Broker) Tel: +44 (0)
Rupert Williams/Jeremy 20 3651 2910
Woodgate
unaudited statement of comprehensive income
for the six months ended 30 September 2016
6 months 6 months year
ended ended ended
30 September 30 31
September March
2016 2015 2016
Notes GBP'000 GBP'000 GBP'000
Revenue 12 4 9
Gross profit 12 4 9
Administrative expenses
share based payments - - (23)
other administrative
expenses (62) (96) (181)
loss on disposal of
available-for-sale
assets - - (13)
impairment of available-for-sale
assets - - (143)
Total administrative
expenses and loss from
operations (62) (96) (360)
(Loss) before tax (62) (92) (351)
Income tax - - -
-------------
(Loss) (50) (92) (351)
------------- ----------- --------
Other comprehensive
income:
Items that will or
may be reclassified
to profit/loss:
Fair value movement
on available for sale
investments - - 449
Reclassification of
changes in fair value
of available-for-sale
investments to profit
or loss - - 106
Other comprehensive
income for the year - - 555
------------- ----------- --------
Total comprehensive
income (50) (92) 204
------------- ----------- --------
Attributable to:
Equity holders of the
company (50) (92) 204
Earnings per share
Basic and diluted earnings/(loss)
per share (pence) 5 (0.01) (0.04) (0.07)
unaudited balance sheet
as at 30 September 2016
30 September 30 September 31
March
2016 2015 2016
Notes GBP'000 GBP'000 GBP'000
--------------------------- --------- ------------- ------------- --------
Assets
Investments 6 1,900 1,297 1,918
Current assets
Trade and other
receivables 7 62 29 36
Cash and cash equivalents 350 138 200
--------------------------- --------- ------------- ------------- --------
Total current assets 369 167 236
--------------------------- --------- ------------- ------------- --------
Non current assets - - -
held for sale
Total assets 2,312 1,464 2,154
--------------------------- --------- ------------- ------------- --------
Equity and liabilities
Equity
Called up share
capital 8 722 584 722
Share premium reserve 1,117 1,061 1,117
Available for sale
reserve 808 253 808
Share-based payment
reserve 130 107 130
Retained earnings (851) (542) (801)
--------------------------- --------- ------------- ------------- --------
Total equity 1,926 1,463 1,976
--------------------------- --------- ------------- ------------- --------
Current liabilities
Trade and other
payables 9 386 1 178
Total liabilities 386 1 178
--------------------------- --------- ------------- ------------- --------
Total equity and
liabilities 2,312 1,464 2,154
--------------------------- --------- ------------- ------------- --------
unaudited cashflow statement
for the six months ended 30 September 2016
6 months 6 months year
ended ended ended
Notes 30 September 30 September 31
March
2016 2015 2016
---------------------------------- ------- ------------- ------------- --------
GBP'000 GBP'000 GBP'000
Operating activities
(Loss)/profit before
tax (50) (92) (351)
Loss on disposal of
available-for-sale
assets 13
Impairment of available-for-sale
assets 143
Share-based charge - 23
Issue of shares in - - -
lieu of services
(Increase)/Decrease
in receivables (26) 2 (5)
Increase/(Decrease)
in payables 208 (28) (2)
Total cash flow from
operating activities 132 (118) (179)
Investing activities
Consideration for
disposal of investment 53 - 14
Consideration for
purchase of investment (35) (150) (235)
------------------------------------------- ------------- ------------- --------
Total cash flow from
investing activities 18 (150) (221)
------------------------------------------- ------------- ------------- --------
Financing activities
Issue of ordinary
share capital
Share premium on the
issue of ordinary
share - 250 444
Total cash flow from
financing activities - 250 444
------------------------------------------- ------------- ------------- --------
Net (decrease)/increase
in cash and cash equivalents 150 (18) 44
Cash and cash equivalents
at start of year/period 200 156 156
------------------------------------------- ------------- ------------- --------
Cash and cash equivalents
at the end of the
year/period 350 138 200
------------------------------------------- ------------- ------------- --------
Cash and cash equivalents
comprise:
Cash and cash in bank 350 138 200
------------------------------------------- ------------- ------------- --------
Cash and cash equivalents
at end of year/period 350 138 200
------------------------------------------- ------------- ------------- --------
unaudited statement of changes in equity
for the six months ended 30 September 2016
Share Share Share Available Retained Total
capital Premium Option for Earnings Equity
Reserve sale
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- --------- --------- --------- ---------- ---------- --------
Balance at
1 April 2016 722 1,117 130 808 (801) 1,976
Loss for the
period and
total comprehensive
income for
the period (50) (50)
Issue of shares
in lieu of
services
Issue of shares - - -
Balance at
30 September
2016 722 1,117 130 808 (851) 1,926
Balance at
1 April 2015 459 936 107 253 (450) 1,305
Issue of shares
in lieu of
services (92)
Issue of share
capital 125 125 - - - 125
Loss for the
year - - - - (92) (92)
Balance at
30 September
2015 584 584 107 - (542) 1,463
Balance at
1 April 2015 459 936 107 253 (450) 1,305
Issue of share
options - - 23 - - 23
Issue of share
capital 263 181 - - 444
---------------------- --------- --------- --------- ---------- ---------- --------
Transactions
with owners 263 181 130 - - 467
Loss for the
year - - - - (351) (351)
Other comprehensive
income - - - 555 - 555
Total comprehensive
income - - - 555 (351) 204
Balance at
31 March 2016 722 1,117 130 808 (801) 1,976
---------------------- --------- --------- --------- ---------- ---------- --------
notes to the interim accounts
for the six months ended 30 September 2016
1. General information
Vela Technologies Plc is a company incorporated in the United
Kingdom.
These unaudited condensed interim financial statements for the
six months ended 30 September 2015 have been prepared in accordance
with International Financial Reporting Standards (IFRS) and IAS 34
"Interim Financial Reporting" as adopted by the European Union and
do not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. This condensed set of financial statements
has been prepared applying the accounting policies that were
applied in the preparation of the Company's published financial
statements for the year ended 31 March 2016 and are presented in
pounds sterling.
The comparative figures for the financial year ended 31 March
2016 have been extracted from the Company's statutory accounts
which have been delivered to the Registrar of Companies and
reported on by the company's Auditors. Their report was unqualified
and contained no statement under section 298 (2) or (3) of the
Companies Act 2006.
2. Changes in accounting policy
The assessment of new standards, amendments and interpretations
issued but not effective, are not anticipated to have a material
impact on the interim financial statements.
3. Going concern
The company's activities, together with the factors likely to
affect its future development and performance, the financial
position of the company, its cash flows and liquidity position have
been considered by the Directors, taking account of the current
market conditions which demonstrate that the company shall continue
to operate within its own resources.
The Directors believe that the company is well placed to manage
its business risks successfully, and that the company has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they consider it appropriate to adopt the
going concern basis in preparing these condensed financial
statements.
4. Investments
Fixed asset investments are stated at fair value.
5. Earnings per share
Earnings per share has been calculated on a loss after tax of
GBP50,000 (period to 30 September 2015: GBP92,000 loss; year to 31
March 2016: GBP351,000 loss) and the weighted number of average
shares in issue for the year of 360,794,010 weighted (30 September
2015: 241,872,777 weighted; 31 March 2015: 533,749,896).
Reconciliation of the profit and weighted average number of
shares used in the calculations are set out below:
6 months 6 months Year ended
ended ended 30 31 March
30 September September 2016
2016 2015
Profit/(loss) (GBP'000) (50) (92) (351)
Earnings per share
(pence) (0.01) (0.04) (0.07)
6. Investments
Other investments
Fair value at 1
April 2016 1,918
Purchased in the
period 35
Disposed of in
the year (53)
------------------
Fair value at 30
September 2016 1,900
------------------
Investment in StreamTV Networks
On 23 June 2016, the Company entered a conversion notice
agreeing to an early conversion of its $100,000 Stream TV CPN's,
along with accrued interest of $43,693, into new Class A common
shares in Stream TV at a price of $3.00 per share. The accrued
interest includes a bonus of $7,500 as a consequence of early
conversion. Following the conversion, the Company has an interest
of 0.14% in the Class A common share capital of Stream TV.
Shares in SalvaRx group
Between April 2016 and August 2016, the Company disposed of a
significant proportion of the shares held in SalvaRx for an
aggregate consideration of GBP53,161.
7. Trade and other receivables
30 30 31
September September March
2016 2015 2016
GBP'000 GBP'000 GBP'000
Trade and other receivables 62 29 13
Prepayments and accrued
income - - 23
------------------------------ ----------- ----------- --------
62 29 36
----------------------------- ----------- ----------- --------
8. Share capital
30 September 30 September 31 March
2016 2015 2016
GBP'000 GBP'000 GBP'000
------------------------------- ------------- ------------- ---------
Authorised capital
9,999,520,000 ordinary shares
of 0.1 pence each 10,000 10,000 10,000
10,000 10,000 10,000
------------------------------- ------------- ------------- ---------
Allotted, called up and
fully paid capital
721,588,500 (30 September
2015: 584,087,020 31 March
2016: 721,588,500) ordinary
shares of 0.1 pence each 722 584 722
722 584 722
------------------------------- ------------- ------------- ---------
Allotments during the period
The Company allotted the following ordinary shares during the
period:
6 months ended 30 September
2016
---------------------------- ----------------------------
Shares in issue at 1 April
2016 721,588,020
Shares issued during the
year 480
---------------------------- ----------------------------
Shares in issue at 30
September 2016 721,588,500
---------------------------- ----------------------------
6 months ended 30 September
2015
----------------------- ----------------------------
Shares in issue at 1
April 2015 459,088,021
Shares issued during
the period 125,000,000
----------------------- ----------------------------
Shares in issue at 30
September 2015 584,088,021
----------------------- ----------------------------
Year ended 31 March
2015
----------------------- ----------------------------
Shares in issue at 1
April 2015 459,088,021
Shares issued during
the period 262,500,000
----------------------- ----------------------------
Shares in issue at 31
March 2016 721,588,020
----------------------- ----------------------------
9. Payables
On 9 September 2016 the Company announced a loan note
fundraising to raise GBP400,000. Resolutions to approve the loan
note fundraising were passed by shareholders at a general meeting
held on 26 September 2016. The funds were received in full in early
October 2016. An amount totally GBP385,000 was received on or
before 30 September 2016 and is therefore treated as a payable in
the balance sheet as at 30 September 2016.
10. Related party transactions
During the period the Company entered into the following related
party transactions. All transactions were made on an arm's length
basis:
Ocean Park Developments Limited
Nigel Brent Fitzpatrick, Non-Executive director, is also a
director of Ocean Park Developments Limited. During the period the
Company paid GBP12,000 (30 September 2015: GBP15,000; 31 March
2016: GBP32,000) in respect of his director's fees to the Company.
The balance due to Ocean Park Developments at the period end was
GBPnil (30 September 2015 GBPnil; 31 March 2016: GBPnil).
Risk Alliance Insurance Brokers Limited
Nigel Brent Fitzpatrick, Non-Executive director, is also a
director of Risk Alliance Insurance Brokers Limited. During the
period the Company paid GBP5,510 (Six months ended 30 September
2015: GBP5,510; Year ended 31 March 2015: GBP5,510) in respect of
insurance services for the Company. The balance due to Risk
Alliance Insurance Brokers Limited at the period end was GBPnil (30
September 2014 GBPnil; 31 March 2015: GBPnil)
Widdington Limited
Antony Laiker, director, is also a director of Widdington
Limited. During the period the Company paid GBP18,000 (Six months
ended 30 September 2015: GBP23,000; Year ended 31 March 2016:
GBP46,000) in respect of his director's fees to the Company. The
balance due to Widdington Limited at the period end was GBPnil (30
September 2015 GBPnil; 31 March 2016: GBPnil).
11. Principal risks and uncertainties
Principal risks and uncertainties are set out in the annual
financial statements within the directors' report and also in note
13 and are reviewed on an on-going basis.
The Board will provide leadership within a framework of
appropriate and effective controls. The Board will set up, operate
and monitor the corporate governance values of the company, and
will have overall responsibility for setting the company's
strategic aims, defining the business objective, managing the
financial and operational resources of the Company and reviewing
the performance of the officers and management of the company's
business both prior to and following an acquisition.
There have been no significant changes in the first six months
of the financial year to the principle risks and uncertainties as
set out in the 31 March 2015 Annual Report and Accounts.
12. Board Approval
These interim results were approved by the Board of Vela
Technologies Plc on 22 December 2016.
DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS
AND UNCERTANTIES
Responsibility statement
We confirm to the best of our knowledge:
(a) The condensed set of financial statements have been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU;
(b) The interim management report includes a fair review of the information required by:
(1) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(2) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
the period; and any changes in the related party described in the
last annual report that could do so.
N Brent Fitzpatrick MBE
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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