TIDMONZ
RNS Number : 3534A
Onzima Ventures PLC
23 March 2017
Onzima Ventures plc
("Onzima" or the "Company")
Final Results for year ended 31 December 2016
Onzima today announces its audited final results for the year
ended 31 December 2016.
The audited Report and Accounts for the year ended 31 December
2016 will shortly be sent to shareholders and will also be
available on the Company's website: www.onzimaventures.com.
For further information, please contact:
Onzima Ventures plc Tel: +44 (0) 207
264 4405
Gavin Burnell / Luke Cairns
Stockdale Securities Tel: +44 (0) 20
7601 6100
Tom Griffiths / El Hanan Lee
The Directors present their Strategic Report on the Company for
the year ended 31 December 2016
REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
Following the disposal of the historical subsidiaries in October
2015, the Company commenced seeking to implement its investing
policy. This continued during 2016 when the Company was extremely
active, completing in excess of 100 transactions and investing in
19 companies as well as evaluating a number of potential reverse
takeover opportunities.
On 1 March 2016, the Company announced that it had acquired 49%
of N4 Pharma Limited ("N4 Pharma"), paying GBP41,000 in cash and
issuing 24,272,807 new ordinary shares in Onzima. In addition, the
Company agreed to provide a loan facility of GBP209,000 to N4
Pharma for the development of its business.
N4 Pharma is a private company that develops new versions of
existing widely used drugs to provide an improved patient
experience by reformulating its lead product is a novel patentable
'faster acting' version of Viagra which it will seek to out-license
to a large pharma co-development partner. N4 Pharma has filed for
45 patents.
N4 Pharma was founded by Nigel Theobald, a successful healthcare
entrepreneur with over 25 years' experience in the healthcare and
biotech industry. Nigel previously worked in senior positions at
Alliance Boots and is former CEO of Oxford Pharmascience Group Plc
(AIM:OXP). He has a strong track record in developing intellectual
property into commercial viable opportunities.
The funds were provided to accelerate the formulation work for
N4 Pharma's novel sildenafil co-crystals (sildenafil is the generic
drug name for Viagra) and undertake the initial proof of concept
studies for their faster acting positioning. The erectile
dysfunction market had global annual sales of approximately $4.6bn
in 2016. Viagra came off patent in Europe in 2013 and is still the
most widely used drug for erectile dysfunction despite it taking an
hour before it starts to work. A faster acting version of Viagra
will be a key new player in this attractive market. N4 Pharma also
aims to expand its product portfolio and reformulate a wide range
of drugs either already off patent or coming off patent soon, each
of which having an equally attractive commercial opportunity. It
was considered that N4 Pharma would provide regular news flow for
Onzima and its investors.
As an Investing Company, the Company was required to implement
its Investing Policy within 12 months of 14 October 2015 or make an
acquisition or acquisitions which constitute a reverse takeover
under the AIM Rules, failing which the Company's ordinary shares
would be suspended from trading on AIM. As at close of business on
14 October 2016, the Company had not made an acquisition or
acquisitions which constituted a reverse takeover under the AIM
Rules or otherwise implemented its Investing Policy to the
satisfaction of the London Stock Exchange. Accordingly, in
accordance with Rule 15 of the AIM Rules for Companies, the
Company's ordinary shares were suspended from trading with effect
from 7:30 am on 17 October 2016.
On 17 January 2017, the Company announced that it had agreed in
principle terms conditionally to acquire the 51 per cent. of the
issued shares of N4 Pharma which it did not already own (the
"Proposed Acquisition"). The consideration for the Proposed
Acquisition would be satisfied by the issue of 36,409,210 new
ordinary shares of 0.1p each in the capital of Onzima. It is
intended that at the same time the Company would seek to raise
approximately GBP3.0 million by way of a placing of new Ordinary
Shares and an open offer to existing shareholders to fund
development of additional patented reformulations of a wider range
of generic drugs, to undertake clinical trials for the Company's
reformulation of sildenafil and for working capital purposes.
The Proposed Acquisition will be classified as a reverse
takeover under the AIM Rules and, as a result, is subject to the
publication of an admission document in respect of the Company as
enlarged by N4 Pharma setting out full details of the Proposed
Acquisition and convening a general meeting of the Company where
shareholders' approval will be sought for, among other things, the
Proposed Acquisition and to change the Company's name to N4 Pharma
plc.
Onzima is gradually monetising its share portfolio to provide
funds for the continued development of N4 Pharma and the costs of
the Proposed Acquisition. Following completion of the Proposed
Acquisition, its trading division will cease to exist. In January
2017 Onzima also agreed to increase its loan facility to N4 Pharma
from GBP209,000 to GBP309,000.
In anticipation of the Proposed Acquisition, the Company
appointed Stockdale Securities Limited as its nominated adviser and
broker.
It is expected that, subject to the completion of satisfactory
due diligence, preparation of the requisite documentation and
obtaining shareholders' approval, the Proposed Acquisition will be
completed in mid-April 2017 ("Completion"). On Completion, it is
expected that new directors will be appointed to the board of
Onzima, including Nigel Theobald, the founder and Chief Executive
of N4 Pharma, and that Professor Mughal and I will step down as
directors of the Company.
CHIEF EXECUTIVE OFFICER'S STATEMENT
The year ended 31 December 2016 was another transformational
year for the Company. In 2015 the historical subsidiaries were
disposed of and the Company became an Investing Company.
Simultaneous with the disposals in October 2015 and a
fundraising of GBP750,000 before expenses, Luke Cairns and I joined
the Board as Directors to seek to implement the investing policy of
the Company.
We sought to immediately be active but selective in our
investments and prior to this financial year commencing we invested
GBP50,000 in to Glenwick plc which we sold one month later at a 50%
profit.
During 2016 and prior to the suspension of trading on AIM in the
Company's shares on 17 October 2016 we continued to build the
investment portfolio in line with our investing policy, most
notably with the acquisition of 49% of N4 Pharma, a very exciting
pharmaceutical drug reformulation company.
We established an asset trading division and a business
development division in order to separate our various positions.
The asset trading division would focus on publicly traded
investments and the business development division would focus on
private opportunities such as N4 Pharma.
We made numerous exciting investments in to companies within the
natural resources sector obtaining equity and in some cases warrant
positions including Alecto Minerals plc, Ariana Resources plc,
Bezant Resources plc, Bushveld Minerals Limited, ECR Minerals plc,
Ferrum Crescent Limited, Hummingbird Resources plc, Hurricane
Energy plc, Jubilee Platinum plc, MX Oil plc, Nu-Oil & Gas plc,
Prospex Oil & Gas plc, Regency Mines plc and Savannah
Resourcesplc.
On 17 January 2017, we announced the proposed conditional
acquisition of the 51% equity of N4 Pharma that we did not already
own and the appointment of advisers to assist us with the
completion of the transaction which would constitute a reverse
takeover, a fundraise of approximately GBP3 million and
re-admission to AIM.
In almost all cases we have now disposed of our listed
investments and retain a number of warrant positions that we shall
seek to monetise in due course where possible.
We have been pleased with the performance of the Company during
the year and are very excited about the future prospects for N4
Pharma which could generate very substantial returns for Onzima
shareholders.
FINANCIAL
During 2016, the Company made a loss from continuing operations
of GBP22,000 (2015: loss of GBP151,000). The Company's assets at 31
December 2016 include investments of GBP302,000 (2015: GBP50,000)
and cash balances amounting to GBP172,000 (2015: GBP587,000).
REVIEW OF THE YEAR
During 2016 Onzima made investments pursuant to its investing
policy utilising the net proceeds of funds raised in October 2015
when the Company became an investing company under the AIM
Rules.
The Company was extremely active and completed over 100
transactions prior to October 2016.
Unfortunately, as the Company had not fulfilled its investing
policy under the AIM Rules, trading in the Company's shares was
suspended from 17 October 2016.
The Board was otherwise pleased with the Company's progress,
including the variety of investments made and the returns made on
its investments, together with the portfolio that it was
successfully creating.
The Board entered negotiations with Nigel Theobald, founder of
N4 Pharma, to acquire the remaining 51% of N4 Pharma. These
negotiations were successful and the Board is excited about the
future potential of the group assuming completion of the reverse
takeover transaction.
OUTLOOK AND STRATEGY
Since the re-financing and disposal of the subsidiaries the
Company made good progress with establishing its portfolio of
investments. The Company also sought to maintain a reasonable cash
balance for the purpose of making new investments.
Since Onzima was restructured in October 2015, the main focus
has been on investing in opportunities within the natural resources
sector that (provided scope to make significant gains in financing
their development.)
Though the sector remained difficult during early 2016, the
strategy has to date been successful and has yielded reasonable
returns.
In order to diversify the portfolio, we took a significant stake
in N4 Pharma, an early stage but very exciting company within the
pharmaceutical space. The market reacted well to this position and
we have now agreed to conditionally buy the other 51% of N4 Pharma
to take our holding to 100% ownership.
We believe that N4 Pharma represents a very exciting opportunity
in a multi-billion-dollar marketplace.
Key Developments and Outlook
In line with the Investing Policy, the Board have been very
active and sought suitable investments.
On 1 March 2016 Onzima acquired a 49% stake in N4 Pharma for
GBP41,000 cash together with the issue of 24,272,807 new ordinary
shares in Onzima alongside the provision of a loan facility to N4
Pharma of GBP209,000. N4 Pharma is a private company that develops
new versions of existing widely used drugs to provide an improved
patient experience by reformulating them. They continue to make
positive progress through potential partners.
On 17 January 2017, the Company announced that it had agreed in
principle terms conditionally to acquire the 51 per cent. of the
issued shares of N4 Pharma which it did not already own. The
consideration for the Proposed Acquisition will be satisfied by the
issue of 36,409,210 new ordinary shares of 0.1p each in the capital
of Onzima. It is intended that at the same time the Company will
seek to raise approximately GBP3.0 million by way of a placing of
new Ordinary Shares plus an open offer of up to GBP1.0 million to
fund development of additional patented reformulations of a wider
range of generic drugs, to undertake clinical trials for the
Company's reformulation of Sildenafil and for working capital
purposes.
The Proposed Acquisition will be classified as a reverse
takeover under the AIM Rules and, as a result, is subject to the
publication of an admission document in respect of the Company as
enlarged by N4 Pharma setting out full details of the Proposed
Acquisition and convening a general meeting of the Company where
shareholders' approval will be sought for, among other things, the
Proposed Acquisition and to change the Company's name to N4 Pharma
plc.
It is the Board's intention to now complete the Proposed
Acquisition.
Principal risks and uncertainties
Operational
The Company presently invests a significant proportion of its
available capital in to natural resource companies and early stage
companies generally. Some of these companies may also be unlisted
or illiquid to trade. There is a risk that some of these
investments may not produce a positive return for the Company and
some of them may fail entirely.
At this stage in its development the Company may be reliant upon
raising further funds from investors to support its growth. There
is no guarantee that these funds will be available to the Company.
In addition, there is no guarantee that the acquisition of N4
Pharma Limited will complete.
The principal risks and uncertainties facing the Company relate
to the Proposed Acquisition. There is a risk that this transaction
does not complete. In this event the Company's shares will be
delisted from AIM and the Company may not be able to fund its
future operations.
The Group's financial instruments comprise cash and various
items, such as trade receivables and accruals that arise directly
from its operations. The Group's exposure to its financial
instruments is not material and therefore derivative financial
instruments are not used to hedge this exposure.
The main risk arising from the Group's financial instruments can
be analysed as follows:
Liquidity risk
The Group has sufficient cash resources available to meet its
short term liabilities.
The Company's shares are currently suspended from trading on AIM
and there is no guarantee that they will be readmitted to
trading.
Interest rate risk
The Group has no borrowings and receives variable interest based
on UK bank base rates on cash balances and bank deposits.
Payment to creditors
The Group does not follow any code or standard on payment
practice and the terms and conditions for its business transactions
are agreed with individual suppliers. Payment is then made in
accordance with those terms, subject to the other terms and
conditions being met by the supplier. Creditor days at the end of
the year for the group were nil days (2015: nil days).
Key Performance Indicators & Financial Performance
The Board intends to review key performance indicators as the
business progresses, at this stage of the Company's life cycle, it
is not yet able to measure key performance indicators in any
meaningful way. The Board intends to publish key performance
indicators in future years.
At the year end the Company had cash at bank of GBP172,000
(2015: GBP587,000). The cash is the primary asset of the Company
and enables it to select suitable investments. As identified as a
risk, in time, further funding may be required which with careful
and selective investment criteria should be possible to secure.
Going Concern
Accounting standards require the directors to consider the
appropriateness of the going concern basis when preparing the
financial statements. The Directors confirm that they consider that
the going concern basis remains appropriate. The Directors regard
the going concern basis as remaining appropriate as the Company and
Group have adequate resources to continue in operational existence
for the foreseeable future, coupled with experienced Directors that
are able to seek out additional funding if they believe that it is
necessary.
In closing, the Board would like to extend their thanks to all
their shareholders for their continued support and look forward to
a successful next year.
The directors present their annual report and audited financial
statements of Onzima Ventures plc for the year ended 31 December
2016.
Business review and principal activities
The principal activities of the Group during the year were in
line with the adoption of the Investing Policy as set out
below.
Investing Policy
The Company will seek to invest a minimum of 75 per cent. of its
deployable capital in, and/or acquire companies or interests
within, the natural resources sector - in which the new Directors
have substantial experience as founders, investors and
advisers.
The Company was participating as an investor in fundraisings for
entities being admitted to trading on AIM, in secondary
fundraisings, or where such entities plan to be admitted to trading
on an Exchange within 18 months of investment by the Company.
The Company does not plan to have cross-holdings in entities
save where there is a portfolio of related assets outside of the
Company's control.
The Board considers that as investments are made, and new
investment opportunities arise, further funding of the Company may
also be required which is likely to be in the form of equity, until
such time as the Company is self-funding.
It is intended that returns for Shareholders will initially be
in the form of capital growth, subject to appreciation in the value
of the investments made by the Company. In the longer term, if the
Company becomes cash generative, then the plan will be to put in
place an appropriate dividend policy as appropriate for a Company
with its activities at that time.
The Company plans to have a maximum of fifteen investments /
interests at any one time. Though there will be no maximum exposure
to any one investment, it will generally seek to diversify its
portfolio holdings. The Company's financial resources may
ultimately be invested in a number of propositions or in just one
investment, which may be deemed to be a reverse takeover pursuant
to Rule 14 of the AIM Rules requiring shareholder approval.
The Company also intends to acquire over a period of time a
diversified portfolio of royalties. These will consist, in varying
proportions, of royalties over:
- producing properties purchased at a discount to perceived
value;
- producing properties with enhanced production possibilities;
and
- non-producing properties where advanced exploration is
likely.
It is intended that over the longer term the royalty investments
will provide cash flow to finance further investment opportunities,
minimising dilution to Shareholders through reduced equity
financing requirements. The Company does not currently intend to
fund any investments with debt or other borrowings but may do so if
appropriate. The Board may also offer New Ordinary Shares in the
capital of the Company by way of consideration as well as utilising
cash, preserving the Company's cash for additional opportunities
and working capital.
Under the Company's investing policy, the remaining 25 per cent.
of the Company's deployable capital can be invested in to
non-natural resource based interests that fit the same criteria as
above.
Directors
The Directors during the year under review were:
Gavin Burnell
Luke Cairns
Humayun Mughal
Biographies for each current director can be found on the
Company's website: www.onzimaventures.com.
Results and dividends
The Group loss for the year before taxation amounted to
GBP22,000 (2015: loss of GBP164,000), taxation refund for the year
of GBPNil (2015: GBP13,000) and a loss after tax of GBP22,000
(2015: loss of GBP151,000). Total comprehensive income for the year
was GBP(22,000) (2015: GBP(1,000,000).
The directors do not recommend the payment of a dividend for
2016. No dividends were paid or proposed in 2015.
Employees
The Company does not currently employ any staff. The Directors
act for the Company in implementing its Investing Policy.
Substantial Interests
At 16 March 2017 the following parties had notified the Company
of a beneficial interest that represents 3% or more of the
Company's issued ordinary share capital at that date:
Number of % held
shares
Mr Nigel Theobald 24,272,807 13.34%
Hargreaves Lansdown
(Nominees) Limited
Des:15942 12,819,333 7.05%
Barclayshare Nominees
Limited 11,953,194 6.57%
TD Direct Investing
Nominees (Europe)
Limited Des:SMKTNOMS 10,740,353 5.90%
HSDL NOMINEES
Limited 9,695,479 5.33%
Hargreaves Lansdown
(Nominees) Limited
Des:VRA 8,992,588 4.94%
HSDL Nominees
Limited Des:SBUILD 7,869,300 4.32%
PERSHING Nominees
Limited Des:MDCLT 6,430,571 3.53%
Directors and Directors' interest
The Directors who are currently in office are shown on page 9.
The emoluments, share interest and share options of the Directors
are disclosed in the Directors Remuneration Report on pages 15 to
16.
Employees
It is Group policy that employees should be kept as fully
informed as is feasible and practicable about the activities of the
Group through consultative meetings. In addition, managers hold
regular meetings with representatives of their staff in order to
encourage employees to make their views known on matters that
affect them.
Pensions
No contributions were paid in respect of the Directors.
Events after reporting date
On 17 January 2017, the Company announced that it had agreed in
principle terms conditionally to acquire the 51% on the issued
shares of N4 Pharma Limited which it does not already own. The
consideration for the acquisition will be satisfied by the issue of
36,409,210 new ordinary shares.
Share Option schemes
The Company's Microvitec 1994 Inland Revenue Approved Executive
Share Option Scheme approved by the Company in the Annual General
Meeting 1994 has now terminated (the "Old Scheme"). There are no
options to acquire ordinary shares in the capital of the Company
outstanding under the Old Scheme (2013: Nil).
Ultima Networks Plc 2004 Share Option Scheme
The scheme was approved by the AGM held on 28 May 2004. No
options to subscribe for ordinary shares of 1p each have been
granted to date.
Ultima Networks Plc 2012 Share Option Scheme
The scheme was approved by the AGM held on 26th June 2012. No
options to subscribe for ordinary shares of 1p each have been
granted to date.
Options were issued to G Burnell and L Cairns. (For further
details refer to note 26)
Charitable and political contributions
There were no donations to UK charitable organisations (2015:
GBPNil) and no political donations (2015: GBPNil).
Directors' responsibilities
The directors are responsible for preparing the strategic
report, directors' report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have, as required by the AIM Rules, elected to prepare the group
and company financial statements in accordance with International
Financial Reporting Standards as adopted by the European Union.
Under company law, the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and the group and of
the profit or loss of the group for that
period. In preparing these financial statements the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- state whether the group financial statements have been
prepared in accordance with IFRS's as adopted by the European
Union;
-- state, with regard to the parent company financial
statements, whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on a going concern basis
unless it is inappropriate to presume that company and the group
will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions that disclose with reasonable accuracy at any time the
financial position of the company and the group and enable them to
ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the
group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity
of any corporate and financial information included on the
company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Statement of disclosure to auditors
So far as each Director is aware, there is no relevant audit
information of which the Company and Group auditors are unaware.
Additionally, the Directors have taken all the steps that they
ought to have taken as Directors in order to make themselves aware
of any relevant audit information and to establish that the Company
and Group auditors are aware of the information.
Annual General Meeting
The Annual General Meeting of the Company is to be held at 2
Stone Buildings, Lincolns Inn, London WC2A 3TH on Tuesday 18 April
2017 at 10.15am.
Approval
The Report of the Directors was approved by the Board on 22
March 2017.
As a company which shares are admitted to trading on the AIM
Market of the London Stock Exchange, the Company is not required to
comply with the provisions of the 2006 Financial Reporting
Council's revised combined Code. However, the Board has sought to
commit to ensuring that proper standards of corporate governance
operate throughout the Group and has therefore followed the
principles of the Code so far as is practicable and appropriate to
the nature and size of the Group. One of the principles is that an
explanation should be given where the Code is not complied with. A
statement of the directors' responsibilities in respect of the
financial statements is contained within the Report of the
Directors above. The statement below describes the role of the
Board and its committees, followed by a statement regarding the
groups system of internal controls.
The Board
The activities of the Group are ultimately controlled by the
Board of Directors, which at the year-end consisted of three
directors. Biographical details of all three directors are
available on the Company's website. All directors are equally
accountable under law for the proper stewardship of the Company's
affairs. The Non-executive director has a particular responsibility
to ensure that the strategies proposed by the Executive director
are fully discussed and critically examined.
The Non-executive directors are Luke Cairns and Humayun Mughal
and the Board considers Luke Cairns to be independent.
The Board meets at least four times a year, and more as the need
arises. The Board reviews performance of investments, its strategy,
examines capital expenditure and acquisitions or disposals,
operating budgets and material contracts.
All directors have letters of appointment with the Company. Any
director appointed during the year is required, under the Company's
Articles of Association, to retire and seek re-election by the
shareholders at the next Annual General Meeting and one third of
the Board is required to retire each year and seek re-election. The
directors are able to take independent professional advice at the
expense of the company in the furtherance of their duties.
Nominations committee
The appointment of directors is a matter for the Board as a
whole and therefore a nominations committee is considered
unnecessary given the present number of Board members.
Audit committee
The Audit committee comprises of the two non-executive
directors: Luke Cairns and Humayun Mughal. This committee assists
the Board in its duties regarding the Group's financial statements
and the maintenance of adequate internal financial controls. The
Audit Committee's prime tasks are to receive reports from the
Company's auditors, Jeffreys Henry LLP, and to review the
half-yearly and annual accounts before they are presented to the
Board, focusing in particular on accounting policies and compliance
and areas of management judgements and estimates.
There is no internal audit function for the Group, as the Board
does not believe that this is appropriate given the size of the
business.
Remuneration committee
The Remuneration Committee comprises of the two Non-executive
directors Luke Cairns and Humayun Mughal. Details of the executive
remuneration policy are set out in the separate Directors'
Remuneration Report on pages 15 and 16.
Shareholder relations
The Board has a policy of providing any reasonably requested
historical information and explanations to shareholders on request.
The Group's annual reports are sent to shareholders. These reports
are also available from the company's website along with the
Group's half yearly reports and all public announcements. All
shareholders are encouraged to participate in the company's Annual
General Meeting, which is attended by the directors.
Internal control and financial reporting
The Board is responsible for ensuring that there is a system of
internal control for reviewing its effectiveness. Such a system is
designed to manage rather than eliminate the risk of failure to
achieve business objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss. The Audit
Committee has been delegated responsibility by the Board for
discharging its internal control responsibilities.
The Board has established an organisational structure with
clearly defined levels of responsibility and delegation of
authority. Control procedures include annual budget approval and
monitoring of actual performance. The Board approves all investment
and acquisition projects for all major acquisitions and major
capital expenditure.
The Board has a clear responsibility for identifying risks
facing each of the businesses and for putting in place procedures
to mitigate and monitor risks. As part of the annual budgeting
process risks are formally assessed by the Board.
There is a system of financial reporting and budget planning. On
a monthly basis, actual results are reported and compared to budget
with any significant adverse variances being examined and any
remedial action taken as necessary.
The directors believe that, taken as a whole, the systems of
internal control are appropriate to the business for the year ended
31 December 2016.
The directors present the Directors remuneration report for the
year ended 31 December 2016. It should be noted that, as a company
quoted on the AIM market of the London Stock Exchange, the company
is not required to comply with the Remuneration Report regulations
and therefore, not all elements of the regulations have been
complied with. For example, a share price graph has been
omitted.
Remuneration committee
The Remuneration committee consists of Non-executive directors
Luke Cairns and Humayun Mughal.
The Remuneration committee determines any remuneration and
benefits packages of the executive directors and considers any
service contracts, salaries, other benefits, including bonuses and
participation in the company's share option plans, and any other
terms and conditions of employment including any compensation
payments on termination of office.
Remuneration policy
Any basic salaries and benefits in kind are set to be comparable
with those of peer group companies. The Company operates historic
share schemes but these do not form part of the current
remuneration policy. It is planned to put in place a formal share
option scheme in due course.
Non-executive directors
The Non-executive directors do not have a contract for services.
The Non-executive directors have letters of appointment concerning,
amongst other things, the initial terms for which he was appointed,
a general statement of their role and duties, the fees they will
receive as a director and any supplementary fees receivable for
additional work, such as being a member of more than one Board
committee. The fees of Non-executive directors are determined by
the full Board within the limits set out in the Memorandum and
Articles of Association.
Service contracts and letters of appointment
The company does not have service contracts in respect of the
Executive Directors. The letters of appointment in respect of the
Non-executive directors who served during the year ended 31
December 2016 is for a rolling 12-month period. The letters of
appointment contain notice periods for non-executive directors of 1
month executive directors of 6 months and no provision for
termination payments.
Directors' remuneration and interests
Directors' remuneration payable for the year ended 31 December
2016 was as follows:
Basic Benefits Share 2016 2015
based
payments
Salary Fees in kind Total Total Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Executive
H A Mughal - - - - - 45
A P Klein - - - - - 9
G Burnell 43 - - - 43 25
Non-Executive
H A Mughal - 15 - - 15 -
L Cairns 15 - - - 15 6
-------- -------- --------- ---------- -------- --------
58 15 - - 73 85
======== ======== ========= ========== ======== ========
The beneficial interest in the share capital of the Company of
those persons, who were directors at the year end, as recorded in
the register of the Directors' interest, were as follows:
31 December 31 December 2015
2016
Ordinary Ordinary Ordinary Ordinary
shares share shares share
of 1p options of 1p options
H A Mughal 11,232,517 - 11,232,517 -
G Burnell 3,571,428 10,804,840 3,571,428 10,804,840
L Cairns - 2,701,210 - 2,701,210
Gavin Burnell and Luke Cairns directors of the Company were
granted share options over 10,804,840 and 2,701,210 shares
respectively on 14 October 2015. No director has granted or
exercised any share options during this or the previous year nor
did any lapse.
Directors' remuneration and interests
Beneficial holdings include the directors' personal holdings and
those of their spouse and children as well as holdings in family
trusts of which the directors' spouse or their children are
beneficiaries or potential beneficiaries.
The closing mid-market price at 16 October 2016 when the
ordinary shares were suspended from trading was 1.25p and the range
during the year was 1.95p to 0.425p.
Approval
The Directors' Remuneration Report was approved by the Board on
22 March 2017.
We have audited the financial statements of Onzima Ventures Plc
for the year ended 31 December 2016, which comprise the
Consolidated Statement of Comprehensive Income, Consolidated
Statement of Changes in Equity, Company Statement of Changes in
Equity, Consolidated Statement of Financial Position, Company
Statement of Financial Position, Consolidated Statement of Cash
Flows, Company Statement of Cash Flows and the related notes on
pages 19 to 52. The financial reporting framework that has been
applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union and as regards the parent company financial statements as
applied in accordance with the provisions of the Companies Act
2006.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditors' report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors'
Responsibilities set out on page 11, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's and Parent Company's circumstances and
have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial
statements. In addition, we read all the financial and
non-financial information in the Financial Highlights and Strategic
Report and Directors' Report to identify material inconsistencies
with the audited financial statements and to identify any
information that is apparently materially incorrect based on, or
materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any apparent
material misstatement or inconsistencies we consider the
implications for our report.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's state of affairs
as at 31 December 2016 and of the group's loss and the group's and
parent company's cash flow for the year then ended;
-- the group financial statements have been properly prepared in
accordance with IFRS's as adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with IFRS's as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the provisions of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion the information given in the Strategic Report and
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
- the parent company financial statements are not in agreement
with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
Sachin Ramaiya (Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP, statutory auditor
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
United Kingdom
Date: 22 March 2017
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 31 DECEMBER 2016
Note
2016 2015
GBP000 GBP000
Revenue 1,155 -
Cost of sales (934) -
--------- ---------
Gross profit 221 -
Administration expenses (249) (160)
Operating loss 5 (28) (160)
Finance income/(expenditure) 8 6 (4)
--------- ---------
Loss before taxation (22) (164)
Taxation recovery 10 - 13
--------- ---------
Loss for the year from
continuing operations (22) (151)
Discontinued operations
Loss for the year from
discontinued operations 6 (-) (902)
--------- ---------
Loss for the year (22) (1,053)
========= =========
Other comprehensive income:
Exchange difference on
translating foreign operations - 53
--------- ---------
Total comprehensive income
for the year attributable
to equity holders of the
parent (22) (1,000)
--------- ---------
Basic and diluted loss
per share - pence 11 (0.02) (2.27)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
Note 2016 2015
GBP000 GBP000
ASSETS
Non current assets
Investments 13 302 50
Other receivables 17 215 -
Total non current assets 517 50
--------- ---------
Current assets
Inventory of securities 16 232 -
Trade and other receivables 17 197 21
Cash and cash equivalents 18 172 587
--------- ---------
Total current assets 601 608
--------- ---------
Total assets 1,118 658
--------- ---------
LIABILITIES
Current liabilities
Trade and other payables 19 - -
Current tax liabilities 10 - -
Accruals and deferred income (77) (17)
--------- ---------
Total current liabilities (77) (17)
--------- ---------
Total liabilities (77) (17)
--------- ---------
Net assets 1,041 641
========= =========
EQUITY
Capital and reserves attributable
to equity holders of the
parent
Called up share capital 22 8,453 8,409
Share premium account 6,881 6,503
Other reserves - -
Share option reserve 31 31
Retained Earnings (14,324) (14,302)
--------- ---------
1,041 641
========= =========
These financial statements were approved and authorised for
issue by the board of directors on 22 March 2017 and were signed on
its behalf by:
........................................................................
Gavin Burnell
Chief Executive Officer
Company Registration Number 01435584
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
Note 2016 2015
GBP000 GBP000
ASSETS
Non current assets
Investments 13 302 50
Other receivables 17 215 -
--------- ---------
Total non current assets 517 50
--------- ---------
Current assets
Inventory of securities 16 232 -
Trade and other receivables 17 197 21
Cash and cash equivalents 18 172 587
--------- ---------
Total current assets 601 608
--------- ---------
Total assets 1,118 658
--------- ---------
LIABILITIES
Current liabilities
Trade and other payables 19 - -
Current tax liabilities 10 - -
Accruals and deferred income (77) (17)
--------- ---------
Total current liabilities (77) (17)
--------- ---------
Total liabilities (77) (17)
--------- ---------
Net assets 1,041 641
========= =========
EQUITY
Capital and reserves attributable
to equity holders of the
parent
Called up share capital 22 8,453 8409
Share premium account 6,881 6,503
Other reserves - -
Share option reserve 31 31
Retained Earnings (14,324) (14,302)
--------- ---------
1,041 641
========= =========
These financial statements were approved and authorised for
issue by the board of directors on 22 March 2017 and were signed on
its behalf by:
........................................................................
Gavin Burnell
Chief Executive Officer
Company Registration Number 01435584
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2016
2016 2015
GBP000 GBP000
Loss for the financial year (22) (1,053)
Taxation recoverable - (13)
Interest (6) 4
Comprehensive income - 53
Movement in reserves - (171)
Depreciation charges - 230
Amortisation of intangibles - -
-------- --------
Operating loss before changes
in working capital (28) (950)
Decrease/(Increase) in inventories (232) 347
Decrease/(Increase) in trade
and other receivables (176) 518
(Decrease)/increase in trade
payables and other capital
liabilities 60 (790)
-------- --------
Cash (used in)/generated
from operations (376) (875)
Taxation - 13
-------- --------
Net cash (used in)/generated
from operating activities (376) (862)
-------- --------
Cash flows from investing
activities
Movement in property, plant
and equipment - 386
Movement in investments (9) (50)
Decrease/(Increase) in other (209) -
receivables
Net proceeds of ordinary
shares issue 179 770
-------- --------
Net cash used in investing
activities (39) 1,106
-------- --------
Cash flows from financing
activities
Interest received - (4)
Net cash generated from financing
activities - (4)
-------- --------
Net (decrease)/increase in
cash and cash equivalents (415) 240
Cash and cash equivalents
at beginning of the period 587 347
-------- --------
Cash and cash equivalents
at end of the period 172 587
======== ========
COMPANY CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2016
2016 2015
GBP000 GBP000
Loss for the financial year (22) (382)
Interest payable (6) -
Disposal of investments - 292
Movement in reserves - (171)
Depreciation charges - 232
-------- --------
Operating loss before changes
in working capital (28) (29)
(Increase)/decrease in inventories (232) 44
(Increase)/decrease in trade
and other receivables (176) 1,838
(Decrease)/increase in trade
payables and other current
liabilities 60 (2,247)
-------- --------
Cash (used in)/generated
from operations (376) (394)
Taxation - -
-------- --------
Net cash (used in)/generated
from operating activities (376) (394)
-------- --------
Cash flows from investing
activities
Movement in investments (9) (50)
Decrease/(Increase) in other (209) -
receivables
Net costs of ordinary shares
issue 179 770
Purchase of property, plant
and equipment - 112
Net cash used in investing
activities (39) 832
-------- --------
Net (decrease)/increase in
cash and cash equivalents (415) 438)
Cash and cash equivalents
at beginning of the period 587 149
-------- --------
Cash and cash equivalents
at end of the period 172) 587)
======== ========
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE YEARED 31 DECEMBER 2016
GROUP
Called Share Other Share Retained Translation Total
up premium reserves option earnings of foreign Equity
share reserve operations
capital
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Year ended 31 December
2016
As 1 January 2016 8,409 6,503 - 31 (14,302) - 641
Share issue 44 378 - - - - 422
Movement in reserves - - - - - - -
Share option reserve - - - - - - -
Total comprehensive income
for the year - - - (22) - (22)
--------- --------- ---------- --------- ---------- ------------ ----------
At 31 December 2016 8,453 6,881 - 31 (14,324) - 1,041
========= ========= ========== ========= ========== ============ ==========
Year ended 31 December
2015
As 1 January 2015 8,299 5,843 202 - (13,249) (53) 1,042
Share issue 110 660 - - - - 770
Movement in reserves - - (202) - - - (202)
Share option reserve - - - 31 - - 31
Total comprehensive income
for the year - - - (1,053) 53 (1,000)
--------- --------- ---------- --------- ---------- ------------ ----------
At 31 December 2015 8,409 6,503 - 31 (14,302) - 641
========= ========= ========== ========= ========== ============ ==========
COMPANY STATEMENT OF CHANGES
IN EQUITY
FOR THE YEARED 31 DECEMBER
2016
COMPANY
Called Share Other Share Retained Total
up share premium reserves option earnings Equity
capital reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Year ended 31
December 2016
As 1 January 2016 8,409 6,503 - 31 (14,302) 641
Share issue 44 378 - - - 422
Movement in reserves - - - - - -
Share option reserve - - - - - -
Profit for the
period - - - (22) (22)
---------- --------- ---------- --------- ---------- --------
At 31 December
2016 8,453 6,881 - 31 (14,324) 1,041
========== ========= ========== ========= ========== ========
Year ended 31
December 2015
As 1 January 2015 8,299 5,843 202 - (13,920) 424
Share issue 110 660 - - - 770
Movement in reserves - - (202) - - (202)
Share option reserve - - - 31 - 31
Profit for the
period - - - - (382) (382)
---------- --------- ---------- --------- ---------- --------
At 31 December
2015 8,409 6,503 - 31 (14,302) 641
========== ========= ========== ========= ========== ========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016
1. GENERAL INFORMATION
In the prior year Onzima Ventures Plc ("the Company") and its
subsidiaries (together "the Group") were involved in the marketing
and support of computer application software and the merchandising
of various products, but primarily electric bicycles. The company
sold the subsidiaries on 14 October 2015 and operates now as an
investment holding company.
The company is a public limited company, which is quoted on the
AIM of The London Stock Exchange and is incorporated and domiciled
in the United Kingdom. The address of its registered office is
6(th) Floor, Gracechurch Street, London, EC3V 0HR.
The Group's and company's financial statements for the year
ended 31 December 2016, were authorised for issue by the Board of
Directors on 22 March 2017 and the balance sheets were signed on
the Boards behalf by Gavin Burnell.
2. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been applied consistently to all years presented, unless otherwise
stated.
Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and the
interpretations of the International Financial Reporting
Interpretations Committee (IFRIC) as adopted by the European Union,
and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
These financial statements have been prepared on the historic
cost basis except where financial instruments are required to be
carried at fair value under IFRS.
The financial statements are presented in pounds sterling, being
the functional currency of the parent and all values are rounded to
the nearest thousand pounds (GBP000) except where otherwise
indicated.
Going concern
Having reviewed the future plans and projections for the
business, the directors are satisfied that the Company and Group
have adequate resources to continue to operate for the foreseeable
future, a period not less than twelve months from the date of
approval of the financial statements. This will also depend on the
continuing support from the shareholders and directors. For these
reasons, the directors continue to adopt the going concern basis in
preparing the financial statements.
Were the group and company unable to continue as a going
concern, adjustments would have to be made to the statement of
financial position of the group and company to reduce the value of
assets to their recoverable amounts, to provide for future
liabilities that might arise and to reclassify non-current assets
and long-term liabilities as current assets and liabilities.
Basis of consolidation
The consolidated financial statements incorporate the results
and net assets of Onzima Ventures Plc and its subsidiary
undertakings (together referred to as "the Group") for the year
ended 31 December 2016. A subsidiary is an entity over which the
Group has the power to govern the financial and operating policies
generally accompanying a shareholding of more than 50% of the
voting rights. The results of each subsidiary are included from the
date that control transferred to the group and are adjusted to
align accounting policies with the Group's accounting policies.
Subsidiaries are no longer consolidated from the date that control
ceases. Unrealised gains on transactions between the group and its
subsidiaries are eliminated and unrealised losses are also
eliminated unless the transaction provides evidence of an
impairment of the asset transferred. All intercompany balances and
transactions are eliminated in full. Amounts reported in the
financial statements of subsidiaries have been adjusted where
necessary to ensure consistency with the accounting policies
adopted by the group.
Company investment in subsidiaries
In its separate financial statements, the company recognises its
investments in subsidiaries at cost. Income is recognised from
these investments only in relation to distributions received from
post acquisition profits.
Share-based payments
For equity settled share based payment transactions the Group,
in accordance with IFRS 2 "Share Based Payments" measures their
value, and the corresponding increase in equity, indirectly, by
reference to the fair value of the equity instruments granted. The
fair value of those equity instruments is measured at the grant
date using the Black-Scholes method. The expense is apportioned
over the vesting period of the financial instrument and is based on
the number which is expected to vest and the fair value of those
financial instruments at the date of grant. If the equity
instruments granted vested immediately, the expense is recognised
in full.
Other intangible assets
Other intangible assets include technology platform and customer
relationships. These are only recognised if acquired in a business
combination. They are stated at fair value less accumulated
amortisation. These assets are amortised over their estimated
useful lives of 10 years and the charge is included in
administration expenses.
Revenue recognition
Revenue is recognised at the point of sale of the
investments.
Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments
and whose operating results are reviewed on a regular basis by the
Group's board and for which discrete financial information is
available. A geographical segment is engaged in providing products
or services within a particular economic environment that is
subject to risks and returns that are different form those of
segments operating in other economic environments.
Property, plant and equipment
Property, plant and equipment is carried at cost less
accumulated depreciation and any recognised impairment in value.
Cost comprises the aggregate amount paid to acquire the asset and
includes costs directly attributable to making the asset capable of
operating as intended.
All land and buildings are included at valuation. Valuations are
kept up-to-date through periodic valuations carried out by external
valuers.
Depreciation is provided evenly on the cost (or valuation where
appropriate) of the assets, to write them down to their estimated
residual values over their expected useful lives. No depreciation
is provided on freehold land. The principal annual rates used for
the other assets are:
Freehold buildings - 25 to 50 years
Office equipment - 3 to 5 years
Motor vans - 4 years
Computer equipment - 3 years
The assets' residual values, useful lives and methods of
depreciation are reviewed, and adjusted, if appropriate, on an
annual basis. An item of property, plant and equipment is
derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. A gain or loss arising on
derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is
included in the income statement in the year that the asset is
derecognised.
Impairment of assets
At each balance sheet date, the Group reviews the carrying
amounts of its property, plant and equipment and intangible assets
to determine whether there is any indication that these assets have
suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset, which is the higher of its fair
value less costs to sell and its value in use, is estimated in
order to determine the extent of the impairment loss. Where the
asset does not generate cash flows that are independent from other
assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
An impairment charge is recognised in the income statement in
the year in which it occurs. With the exception of goodwill, all
assets are subsequently reassessed for indications that an
impairment loss previously recognised may no longer exist. The
carrying amount of the asset is increased to the revised estimate
of its recoverable amount. The increased amount cannot exceed the
carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset
in prior years.
Inventories
Inventories are investments and valued at the lower of cost and
net realisable value. In the prior year to 14 October 2015 cost of
raw materials, consumables and goods purchased for resale means
actual price, including transport and handling and is determined
using FIFO method. Net realisable value means estimated net selling
price less estimated costs of disposal.
Trade and other receivables
Trade receivables are recognised initially stated at fair value
and subsequently measured at amortised cost using the effective
interest rate method. Provision against trade receivables is made
when there is objective evidence that the Group will not be able to
collect all amounts due to it in accordance with the original terms
of those receivables. The amount of the write-down is determined as
the difference between the asset's carrying amount and the present
value of estimatedfuturecashflows.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts.
Bank overdrafts are shown within financial liabilities in current
liabilities on the balance sheet.
Trade and other payables
Trade payables are not interest bearing and are initially stated
at their fair value and then subsequently measured at amortised
cost using the effective interest method.
Income taxes
Current income tax assets and liabilities are measured at the
amount expected to be recovered or paid to the taxation
authorities, based on tax rates and laws that are enacted or
substantively enacted by the balance sheet date.
Deferred income tax is recognised using balance sheet liability
method, providing for temporary differences between the tax bases
and the accounting bases of assets and liabilities. Deferred income
tax is calculated on an undiscounted basis at the tax rates that
are expected to apply in the period when the liability is settled
or the asset is realised, based on tax rates and law enacted or
substantively enacted at the balance sheet date.
Deferred income tax liabilities are recognised for all temporary
differences, except when deferred income tax liabilities arise from
the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and at the time of
transaction, affects neither the accounting profit nor taxable
profit or loss.
Deferred income tax is charged or credited to the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity. Deferred income tax assets and liabilities are
offset against each other only when the Group has a legal
enforceable right to do so.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profits will be available
against which the deductible temporary differences can be
utilised.
Pensions
The Group does not operate any pension schemes, but does
contribute to the personal pension schemes (defined contribution)
of certain staff. The contributions are charged as an expense as
they fall due. Any contributions unpaid at the balance sheet date
are included as an accrual at that date. The Group has no future
payment obligations once the contributions have been paid.
Leased assets - Group as lessee
Leases are classified as finance leases when the terms of the
lease transfer substantially all the risks and rewards of ownership
to the Group. All other leases are classified as operating
leases.
Assets leased under operating leases are not recorded on the
balance sheet. Rentals payable are charged direct to the income
statement. Lease incentives, for example, up-front cash payments or
rent free periods, are capitalised and spread over the period of
the leased term. Payments made to acquire operating leases are
treated as prepaid lease expenses and amortised over the useful
life of the lease.
Leased asset - Group as lessor
Assets leased out under operating leases are included in
property, plant and equipment and depreciated over their useful
lives. Rental income, including the effect of lease incentives, is
recognised on a straight line basis over the lease term.
Components of equity
Equity comprises the following:
-- Share capital represents the nominal value of equity shares,
-- Share premium represents the excess over nominal value of the
fair value of consideration received for equity shares, net of
expenses of the share issue,
-- Other reserves represents Merger Reserve and represents the
difference between the value of the shares acquired and the nominal
value where the shares have been issued as part of the
consideration for acquisitions, and
-- Share options reserves relate to the charge for the share
based payment in accordance with IFRS 2.
-- Profit and loss reserve represents retained profits.
Use of assumptions and estimates
The Group makes judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets
and liabilities, income and expenses. The resulting accounting
estimates calculated using these judgements and assumptions will,
by definition, seldom equal the related actual results but are
based on historical experience and expectations of future events.
The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects
only that period, or in the period of revisions and future periods
if the revision affects both current and future periods.
The estimates and assumptions that have a significant effect on
the amounts recognised in the financial statements are:
-- Estimates in relation to future cash flows and discount rates
utilised in impairment testing,
-- Management intentions for realisation of tax assets and liabilities under IAS 12.
-- Cash flow forecasts relating to the impairment review of the investment in N4 Pharma.
STATEMENT OF COMPLIANCE
Issued International Financial Reporting Standards (IFRS) and
Interpretations Committee (IFRIC) relevant to the Group
Operations
There are no IFRS or IFRIC interpretations that are effective
for the first time in this financial period that would be expected
to have a material impact on the Company.
Standards, interpretations and amendments to published standards
that are not yet effective
There are no other IFRS and IFRIC interpretations that are not
yet effective that would be expected to have a material impacts on
the company.
3. SEGMENTAL REPORTING
The Group operated in the United Kingdom, Italy and Spain until
its subsidiaries sold on 14 October 2015.
Prior to disposal, the Group was organised into two principal
business segments:
-- IT and related services (comprising legal and publishing application software)
-- Green technology (comprising electric bicycles, energy saving
lamps, educational electronic kits and development of solar power
parks)
The company now operates as an investment holding company.
The segmental results for the year ended 31 December 2016 are as
follows:
Investment Unallocated Company
Holding
UK
GBP000 GBP000 GBP000
Revenue 1,155 - 1,155
=========== ============ ========
Depreciation - - -
Amortisation - - -
Interest - - -
payable
Operating
profit/(loss) (22) - (22)
=========== ============ ========
The segmental results for the year ended 31 December 2015 were
as follows:
IT and Green Unallocated Group
related technology
services UK
UK GBP000 GBP000 GBP000
GBP000
Revenue 579 311 - 890
=========== ============ ============ ========
Depreciation - - 230 230
Amortisation - - - -
Interest
payable - 4 - 4
Operating
profit/(loss) (20) (140) - (160)
=========== ============ ============ ========
2016 Investment Unallocated Company
Holding
UK
GBP000 GBP000 GBP000
Segment
assets 1,118 - 1,118
Segment
liabilities (77) - (77)
----------- ------------ ------------ --------
Net assets 1,041 - 1,041
=========== ============ ============ ========
The other information of the segments was as follows:
2015 IT and Green Unallocated Group
related technology
services GBP000
UK GBP000 GBP000
GBP000
Segment
assets - - 658 658
Segment
liabilities - - (17) (17)
----------- ------------ ------------ --------
Net assets - - 641 641
=========== ============ ============ ========
4. PRESENTATIONAL ADJSTMENTS
The prior year results have been presented to reflect the
discontinued operation in 2015. Refer to note 6 for more
details.
5. OPERATING PROFIT
2016 2015
GBP000 GBP000
Operating profit is stated
after charging:
Depreciation plant and
equipment - 230
Amortisation of intangible - -
assets
Operating leases - rent
of building - 43
========== ========
6. DISCONTINUED OPERATIONS
On the 25 September 2015, the group entered into a sale
agreement to dispose of Cognito Software Solutions Limited, UTN
Solutions (North) Limited and Tre-Sol Italia srl, which carried out
all of the group's operations. The disposal was completed on 14
October 2015 on which date control passed to the acquirer.
The results of the discontinued operations, which have been
included in the consolidated income statement, were as follows:
Year Ended Year Ended
31 December 31 December
2016 2015
GBP000 GBP000
Revenue - 890
Expenses - (1,760)
Loss before tax - (870)
Loss on disposal of discontinued
operations - (32)
-------------- -------------------------------
Net loss attributable to
discontinued operations
(attributable to owner of
the Company) - (902)
============== ===============================
7. AUDITORS REMUNERATION
Services provided by the Company's auditor and its
associates
2016 2015
GBP000 GBP000
Group
Fees payable to the company's
auditor for the audit of
the company and consolidated
financial statements 10 8
10 8
======== ========
8. FINANCE INCOME & EXPENSE
2016 2015
GBP000 GBP000
Finance income
- Bank interest payable/(receivable) (6) 4
-------- --------
Net finance income (6) 4
======== ========
9. EMPLOYEES
2016 2015
GBP000 GBP000
Employee costs including
executive and non-executive
directors during the year
amounted to:
Wages and salaries 73 394
Social security costs 4 34
Other pension costs - 3
Share based payments - 31
-------- --------
77 462
======== ========
2016 2015
Number Number
The average number of persons
employed during the year
including executive directors
analysed by category was
made up as follows:
Sales and marketing - 2
Product development and
support - 12
Administration 3 4
-------- --------
3 18
======== ========
2016 2015
GBP000 GBP000
The total remuneration of
directors was as follows:
Fees 14 9
Remuneration as executives
(including benefits in
kind) 59 45
Pension contributions - -
Share based payments - 31
-------- --------
73 85
======== ========
No remuneration is paid directly by the Group for the services
of the other executive director. There is currently no pension
provision for any of the directors and therefore no pension is
accrued to them.
Details of the directors' interests in the share capital of the
company together with further details of the directors'
remuneration are contained in the Remuneration Report on pages 15
to 16.
There are no amounts of compensation payable to key
management.
10. TAXATION ON PROFIT
a) Analysis of charge in the year
2016 2015
GBP000 GBP000
Current taxation
UK corporation tax on profits - -
for the year
Adjustments in respect of
previous periods - (13)
---------- --------
Total current taxation - (13)
Deferred taxation
Origination and reversal - (-)
of temporary differences
--------- --------
Taxation expense - (13)
========== ========
b) Factors affecting charge in the year
2016 2015
GBP000 GBP000
(Loss)/Profit on ordinary
activities before taxation (22) (1,066)
======== ========
Tax at UK corporation tax
rate 20% (2015:20%) - (213)
Effect of:
Depreciation in excess
of capital allowances - -
Utilisation of tax losses
not recognised for deferred
taxation - 213
Adjustments in respect
of previous period - (13)
Deferred tax movement - (-)
-------- --------
- (13)
======== ========
The Company has estimated tax losses to carry forward of
GBP4,755,000 (2015: GBP4,733,000) which may be available for offset
against future profits.
11. EARNINGS PER SHARE
The inputs to the earnings per share calculation are shown
below:
2016 2015
Number Number
Weighted average ordinary
shares in issue during the
year 138,660,439 46,370,034
Potentially diluted share
options under the Group's - -
share option schemes
------------ -----------
Weighted average ordinary
shares for diluted earnings
per share 138,660,439 46,370,034
============ ===========
GBP GBP
Loss attributable to shareholders
Continuing operations 22,000 151,000
Discontinued operations - 902,000
------------ -----------
22,000 1,053,000
============ ===========
The calculation of basic earnings per ordinary share is based on
the profit for the period attributable to equity holders of the
parent and the weighted average number of ordinary shares in issue
during the year.
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive share options.
In view of the group loss for the year, share warrants and
options to subscribe for shares in the company are anti-dilutive
and therefore diluted earnings per share is the same as basic loss
per share.
12. PROPERTY, PLANT AND EQUIPMENT
GROUP
Freehold land Plant, Office Total
and buildings and
computer equipment
and motor
vans
2016 2015 2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At beginning
of year - 392 - 886 - 1,278
Additions - - - 226 - 226
Disposals - (392) - (1,112) - (1,504)
Foreign currency - - - - - -
exchange difference
At end of year - - - - - -
--------- -------- ---------- ---------- -------- --------
Depreciation
At beginning
of year - 43 - 619 - 662
Charge for the
year - 3 - 227 - 230
Eliminated by
disposals - (46) - (846) - (892)
--------- -------- ---------- ---------- -------- --------
At end of year - - - - - -
--------- -------- ---------- ---------- -------- --------
Net book value
At end of year - - - - - -
========= ======== ========== ========== ======== ========
There are no restrictions on title and no assets above have been
pledged as security. In addition, there
were no contractual commitments for the acquisition of property or other assets.
COMPANY
Freehold land Plant and Total
and buildings equipment
2016 2015 2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At beginning
of year - 120 - 853 - 973
Additions - - - 228 - 228
Disposals - (120) - (1,081) - (1,201)
At end of year - - - - - -
--------- -------- -------- -------- -------- --------
Depreciation
At beginning
of year - 43 - 586 - 629
Charge for year - 3 - 229 - 232
Eliminated on
disposal - (46) - (815) - (861)
--------- -------- -------- -------- -------- --------
At end of year - - - - - -
--------- -------- -------- -------- -------- --------
Net book value
At end of year - - - - - -
========= ======== ======== ======== ======== ========
GROUP AND COMPANY
The aggregate amounts at which freehold land and buildings would
have been shown in the financial statements
had they not been revalued is the same as historical cost.
The freehold land and buildings which were owned by the company
are located in Crediton, Devon and were revalued on the basis of
market value and rental value. The valuation report, dated 20
September 2004, quotes a market value that agreed to the original
cost of GBP120,000. The directors did not consider this valuation
to be materially different as at 31 December 2014 and therefore
that the carrying cost was not materially different from the fair
value. The asset was fully disposed with the subsidiaries in the
prior year.
13. INVESTMENTS
An investment was made on 7 December 2015 where 50,000,000 0.1p
placing shares were purchased in Glenwick Plc for GBP50,000. This
gives rise to a 3.63% holding in the company this was disposed of 8
January 2016.
An investment was made on 1 March 2016 where 49% of N4 Pharma
Limited was purchased.
The directors are of the opinion that there is no impairment
adjustment required in respect of the investments in N4 Pharma
Limited, on the assumption that N4 Pharma will have sufficient
resources to complete their R&D activities. In the event that
N4 Pharma is unable to achieve its financial forecasts, adjustments
will have to be made to the statement of financial position of the
group and company to reduce the value of the asset to its
recoverable amounts, to provide for future liabilities that might
arise and to reclassify non-current assets as current assets.
The directors have taken the view that N4 Pharma Limited will
not be deemed an associate company for the purposes of equity
accounting.
14. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
COMPANY
2016 2015
GBP000 GBP000
Cost
At beginning of year - 2,918
Disposals - (2,918)
---------- --------
At end of year - -
--------- --------
Impairment
At beginning of year - 2,626
Disposals - (2,626)
---------- --------
At end of year - -
--------- --------
Net book value
At end of year - -
========= ========
At beginning of year - 292
========== ========
15. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
COMPANY(continued)
The principal subsidiary undertakings were all wholly owned by
the company until the disposal in 2015, were consolidated and
included the following:
Subsidiary undertakings Principal activity Class of
share
Incorporated in
England and Wales:
UTN Solutions (North) Merchandising of electric Ordinary
Limited bicycles and other products
Cognito Software Marketing and support of Ordinary
Limited computer application software
Incorporated in
Italy:
Tre-Sol Italia srl Development of solar power Ordinary
park
The following undertakings, which are all wholly owned
by Tre-Sol Italia srl and incorporated in Italy, are
consolidated and include the following
Ultima Italia srl Development of solar power Ordinary
park
Harlicon srl Development of solar power Ordinary
park
Leccesolar srl Development of solar power Ordinary
park
The company disposed of all subsidiary undertakings on 14
October 2015.
16. INVENTORY
GROUP COMPANY
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Investments 232 - 232 -
======== ======== ======== ========
Inventories comprise of investments made.
It is the opinion of the directors that no impairment to the
carrying amount of inventory investments is considered
necessary.
17. TRADE AND OTHER RECEIVABLES
GROUP COMPANY
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Non Current Assets
Other receivables
(see note 26) 215 - 215 -
-------- -------- -------- --------
Trade receivables - - - -
- net
Amounts owed by - - - -
Group undertakings
Owed by related - - - -
party (see note
26)
Other receivables 195 1 195 1
Tax recoverable - 9 - 9
Prepayments and
accrued income 2 11 2 11
-------- -------- -------- --------
412 21 412 21
======== ======== ======== ========
The directors do not consider there to be any material
difference between the fair values of trade and other receivables
and the amounts shown above. The trade and other receivables of the
company and the Group are all denominated in pounds sterling. The
Group's main credit risk relates to trade receivables. No
collateral is held as security against these receivables and the
carrying value approximates to the fair value.
Long term other receivables relates to the loan to N4 Pharma
Limited.
Trade receivables that are less than three months past due are
not considered impaired. As of 31 December 2016, trade receivables
of GBPNil (2015: GBPNil) were past due but not impaired. These
relate to a number of independent customers for whom there is no
recent history of default. The ageing analysis of these trade
receivables is as follows:
GROUP COMPANY
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Up to 3 months - - - -
Over 3 months - - - -
-------- -------- -------- --------
- - - -
-------- -------- -------- --------
18. CASH AND CASH EQUIVALENTS
GROUP COMPANY
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Cash at bank and
on hand 172 587 172 587
Short-term bank - - - -
deposits
-------- -------- -------- --------
172 587 172 587
======== ======== ======== ========
19. TRADE AND OTHER PAYABLES
GROUP COMPANY
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Bank overdraft - - - -
Trade payables - - - -
Amounts due to - - - -
Group undertakings
Owed to related - - - -
party (see note
24)
- - - -
======== ======== ======== ========
The directors consider that the carrying value of trade and
other payables approximates to their fair value.
20. FINANCIAL INSTRUMENTS
The Group's financial instruments, from which financial
instrument risk arises, comprise cash and cash equivalents, trade
receivables and trade payables that arise directly from its
operations. The main financial instrument risks arising from and
impacted by, the financial assets and liabilities of the Group are
credit risk, cash flow interest rate risk and liquidity risk. The
Board reviews and agrees policies for managing these risks and they
are summarised below.
The Group does not hold any derivative financial instruments.
The Group's financial assets and liabilities are measured at
amortised cost.
A debenture is in place for National Westminster Bank PLC on all
monies due from the company to the chargee on any account
whatsoever secured on a fixed and floating charges over the
undertaking and all property and assets present and future
including goodwill uncalled capital buildings fixtures plant and
machinery.
The principal financial assets of the Group are trade
receivables and cash at bank. Cash is held in sterling only in
either a current account or on short-term deposit. The amounts
being as follows:
Financial assets by category
GROUP
2016 Loans and Non-financial Balance
receivables Assets sheet
GBP000 GBP000
GBP000
Non current assets
Other receivables 215 215
Current Assets
Cash at bank 172 - 172
Trade and other receivables 195 - 195
Prepayments 2 - 2
Tax recovery - - -
------------- -------------- --------
584 - 584
============= ============== ========
2015
Cash at bank 587 - 587
Trade and other receivables - - -
Prepayments - 11 11
Tax recovery 10 - 10
------------- -------------- --------
597 11 608
============= ============== ========
Trade receivables arise directly from the Group's operations and
do not carry any interest. All cash balances attract interest at
floating rates that vary with United Kingdom bank base rates. The
Group does not have any undrawn borrowing facilities.
COMPANY
2016 Loans and Non-financial Balance
receivables Assets sheet
GBP000 GBP000
GBP000
Non current assets
Other receivables 215 215
Current Assets
Cash at bank 172 - 172
Trade and other receivables 195 - 195
Amounts owed by Group - - -
undertaking
Prepayments 2 - 2
------------- -------------- --------
584 - 584
============= ============== ========
2015
Cash at bank 587 - 587
Trade and other receivables - - -
Amounts owed by Group
undertaking - 11 11
Prepayments 10 - 10
------------- -------------- --------
597 11 608
============= ============== ========
20. FINANCIAL INSTRUMENTS (continued)
GROUP
2016 Other financial Non-financial Balance
liabilities liabilities sheet
GBP000 GBP000
GBP000
Bank overdraft - - -
Trade payables - - -
Owed to related party - - -
VAT and tax payable - - -
Accruals and deferred
income - 77 77
- 77 77
================ ============== ========
2015
Bank overdraft - - -
Trade payables - - -
Owed to related party - - -
VAT and tax payable - - -
Accruals and deferred
income - 17 17
---------------- -------------- --------
- 17 17
================ ============== ========
COMPANY
2016
Bank overdraft - - -
Trade payables - - -
Amounts due to group undertakings - - -
Owed to related party - - -
VAT and tax payable - - -
Accruals - 77 77
---------------- -------------- --------
- 77 77
================ ============== ========
2015
Bank overdraft - - -
Trade payables - - -
Amounts due to group undertakings - - -
Owed to related party - - -
VAT and tax payable - - -
Accruals - 17 17
---------------- -------------- --------
- 17 17
================ ============== ========
Credit risk
The Group's credit risk is primarily attributable to its trade
receivables. Exposures to credit risk are minimised by employing
effective credit management policies and procedures. Only customers
known to the Group are granted credit terms. Annual fees for
software licences and support agreements are payable in advance and
require a uniquely numbered "valid licence key" to operate.
Cash flow interest rate risk
The Group is cash positive and places its balance on short-term
deposits with National Westminster Bank Plc. Variable rate interest
receivable is based on United Kingdom bank base rates and therefore
changes in interest rates may affect the return on cash balances.
No interest is received on any of the Group's other assets or
receivables. The Group does not have any loans, bank borrowings or
other interest bearing payables.
Liquidity risk
It is the Group's policy to maintain sufficient cash resources
to meet its short-term liabilities.
Price risk
The Group does not hold any listed security investments and
therefore has no exposure to securities price risk.
Fair values
The Directors consider that there is no material difference
between the book value and the fair value of the financial
instruments at 31 December 2016 and 31 December 2015.
Capital risk management
The Group considers its capital to comprise its ordinary and
deferred share capital, share premium account and accumulated
retained losses.
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
The Group considers equity funding as the most appropriate form
of capital for the Group, but keeps this under review taking into
account the risks, costs and benefits to equity shareholders of
introducing debt.
21. DEFERRED TAX ASSET
The Company has estimated tax losses of GBP4,755,000 as at 31
December 2016 (2015: GBP4,733,000) which have not been recognised
for deferred tax purposes as these are recognised only to the
extent that it is probable that future taxable profits will be
available against which the temporary differences can be
utilised.
22. CALLED UP SHARE CAPITAL
2016 2015
GBP000 GBP000
Allotted, called up and
fully paid
181,956,558 ordinary shares
of 0.01p each 182 138
137,674,431 deferred shares
of 4p each 5,507 5,507
279,176,540 placing shares
of 0.099p each 2,764 2,764
-------- --------
8,453 8,409
======== ========
On the 1 March 2016, the Company issued 24,272,807 ordinary
shares of 0.1p at a price of 1p to N Theobald in relation to a
share for share exchange relating to the acquisition of N4 Pharma
(refer to note 13).
The Company had also issued 15,000,000 and 4,051,815 ordinary
shares of 0.1p for the price of 1p and 0.7p respectively on 13 June
2016 and 23 June 2016 .
The deferred shares have no right to dividends nor do the
holders thereof have the right to receive notice of or to attend or
vote at any General Meeting of the company. On a return of capital
on a winding up of the company, the holders of the deferred shares
shall only be entitled to receive the amount paid up on such shares
after the holders of the ordinary shares have received the sum of
GBP1,000,000 for each ordinary share held by them.
Ultima Networks Plc 2004 Share Option Scheme
The scheme was approved by the AGM held on 28 May 2004. No
options to subscribe for ordinary shares of 1p each have been
granted under this scheme.
Ultima Networks Plc 2012 Share Option Scheme
The scheme was approved by the AGM held on 26 June 2012, being
the Ultima Networks Plc 2012 Share Option Scheme, but no options to
subscribe for ordinary shares of 1p each have been granted to
date.
Executive Share Option Schemes
Options to subscribe for ordinary shares of 1p each are
exercisable in accordance with the 1994 Microvitec Inland Revenue
Approved Executive Share Option Scheme. During the year ended 31
December 2014, no options were granted, no options were exercised
and no options lapsed.
23. CAPITAL COMMITMENTS
GROUP COMPANY
2016 2015 2016 2015
GBP000 GBP000 GBP000 GBP000
Contracted capital - - - -
expenditure
======== ======== ======== ========
24. FUTURE OPERATING LEASE COMMITMENT
There are no operating lease commitments at the balance sheet
date. (2015: GBPNil)
25. PENSIONS
The Group did not contribute to personal pension schemes
(defined contribution). No contributions were paid in respect of
the directors. No amounts were accrued or prepaid at the year end
(2015: GBPNil)
26. RELATED PARTY TRANSACTION
Gavin Burnell and Luke Cairns were granted 10,804,840 and
2,701,210 share options respectively on 14 October 2015. No
director has granted or exercised any share options during this or
the previous year nor did any lapse.
Gavin Burnell owed the Company GBP37,299 (2015: GBPNil) at the
year end. This amount was repaid in full within 9 months of the
year end.
During the year the Group made purchases from Akhter Group
Limited totalling GBPNil (2015: GBP43,000 of this amount, GBPNil
(2015: GBPNil) was payable to Akhter Group Limited as at 31
December 2016. The purchases can be analysed as follows:
Group company 2016 2015 Description of purchases
GBP000 GBP000
Ultima Networks - - Executive management
services and project
costs
UTN Solutions - 43 Rent and carriage costs
(North)
Cognito Software - - Pensions and carriage
costs
--------- --------
Total - 43
======== ========
Last year the Group made sales to Akhter Group Limited totalling
GBPNil (2015: GBP144,000) of this amount, GBPNil (2015: GBPNil) was
payable by Akhter Group Limited as at 31 December 2016.
A loan of GBP209,000 was made to N4 Pharma Limited a company
which an interest of 49% is held. The loan is due to be repaid on 1
March 2020 unless repaid earlier at the mutual agreement of both
parties and accrues interest at 5% per annum. Interest of GBP5,949
has been rolled up into the loan.
Onzima purchased 2,727,273 shares in Kolar Gold Limited on 12
July 2016 a company which Luke Cairns is a director. The Company
name has now changed to Lionsgold Limited.
SHARE BASED PAYMENT CHARGES
The Company had granted Ordinary Share options to its directors
during the previous year that may be exercised within ten years in
whole or in part from the date of the grant at an exercise price of
0.7p per share. No additional options have been granted in the
year.
The Black Scholes method was used to calculate the fair value of
options at the date of grant.
The table below lists the inputs to the model used for the
options granted during the year:
Weighted average share 0.9 pence
price at date of grant
Weighted average exercise 0.7 pence
price
Expected volatility 50%
Risk free rate 1%
A total share based payment charge of GBPNil was expensed in
2016 (2015: GBP30,812) in respect of the options granted to the
directors.
The share options held as at 31 December 2016 are set out in the
table below:
Granted Exercised Outstanding Option Exercisable
during during at 31 Price on
the period the period December or before
2016
25 Oct
G Burnell 10,804,840 - 10,804,840 0.7p 2025
25 Oct
L Cairns 2,701,210 - 2,701,210 0.7p 2025
----------- ------------ ------------ ------------ ------- ------------
Total
Options 13,506,050 - 13,506,050
----------- ------------ ------------ ------------ ------- ------------
Note: A detailed breakdown of directors' options is set out in
the Report on Directors' Remuneration.
Additionally, the company has issued 4,051,805 warrants to its
brokers, Peterhouse Corporate Finance, for the subscription of
Ordinary Shares which may be exercised at any time up to 22 August
2019 at a price of 0.7p per share. This was fully excised on 23
June 2016.
27. CONTINGENT LIABILITY
The Company had no contingent liabilities.
28. CONTROLLING PARTY
In the opinion of the directors, there is no ultimate
controlling party.
29. PROVISIONS
No provisions have been made in these accounts. There is no
deferred tax in the current year.
30. SUBSEQUENT EVENTS
On 17 January 2017, the Company announced that it had agreed in
principle terms conditionally to acquire the 51 per cent. of the
issued shares of N4 Pharma which it did not already own. The
consideration for the Proposed Acquisition will be satisfied by the
issue of 36,409,210 new ordinary shares of 0.1p each in the capital
of Onzima. It is intended that at the same time the Company will
seek to raise approximately GBP3.0 million by way of a placing of
new Ordinary Shares plus an open offer of up to GBP1.0 million to
fund development of additional patented reformulations of a wider
range of generic drugs, to undertake clinical trials for the
Company's reformulation of sildenafil and for working capital
purposes. A further loan of GBP100,000 has been made subject to an
annual rate of interest of 5%.
The Proposed Acquisition will be classified as a reverse
takeover under the AIM Rules for Companies and, as a result, is
subject to the publication of an admission document in respect of
the Company as enlarged by N4 Pharma setting out full details of
the Proposed Acquisition and convening a general meeting of the
Company where shareholders' approval will be sought for, among
other things, the Proposed Acquisition, the share reorganisation,
and to change the Company's name to N4 Pharma plc.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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