TIDMPRIM
RNS Number : 8922P
Primorus Investments PLC
06 September 2017
6 September 2017
Primorus Investments plc
("Primorus" or the "Company")
Interim Results for the six months ended 30 June 2017
Primorus Investments plc announces its interim results for the
six months ended 30 June 2017.
Overview
Primorus Investments plc ("Primorus") has a strong balance sheet
with no debt and with current assets (including cash of GBP126,000)
at 30 June 2017 amounting to GBP1,208,000 (30 June 2016:
GBP2,006,000).
It has been a successful year for the Company on the investment
front. We have, in line with our mandate, been able to attract a
significant level of funding relative to our market capitalization
and we have been able to deploy these funds into a number of new
investments as well as support our existing portfolio.
The Company maintains its investments in two natural resource
assets in the UK, being a 10% stake in Horse Hill Developments
Limited ("HHDL"), and a 49% stake in Gold Mines of Wales Limited.
We believe these investments will generate future shareholder
value.
The Company was informed by HHDL that it understood that its
planning application for long term production testing and further
appraisal drilling would be determined at a scheduled Surrey County
Council planning meeting in September 2017.
The Company announced an update on 2 May 2017 in regard to its
existing investment in Fresho, a leading Australian B2B company
servicing the Restaurant and Food Service industries. Fresho has
informed us that annualised platform volume growth has risen 5-fold
since investing.
The Company has this week been informed that product growth in
the traditionally quiet southern hemisphere winter has exceeded
expectations, with order numbers (numbers of discrete orders) and
order volumes rising 20% quarter on quarter. Actual customer user
numbers also increased some 40% quarter on quarter.
We are also particularly pleased to see that a large number of
new suppliers have signed up to the platform and that plans to
expand into New Zealand are well advanced. We expect Fresho to
raise further funding to accelerate their development plans in
early 2018. From our discussions to date we expect strong
institutional support for this capital raising and believe it will
be priced significantly above our investment entry price. We will
review the value of this investment upon its successful
completion.
Since the period end, the Company has also been able to secure
new investments in several pre-IPO opportunities as detailed below
in this interim report. During 2017 the Company has invested
significant time in getting to know management, understand the core
businesses, valuations and pathways to market. Pre-IPO is part of
our investment strategy and we look forward to being able to
demonstrate real value accretion for our shareholders as we begin
to exit existing investments via trade sales and IPOs or other
mechanisms to crystallise tangible value. The Board fundamentally
believes the pre-IPO sector is both underserved and has the
potential to offer significant returns over time to disciplined,
risk-weighted investors.
Investments
Investment in Horse Hill Developments Limited: (10% interest in
HHDL)
The Company currently owns a 10% direct interest in Horse Hill
Developments Limited. HHDL is a special purpose company that owns a
65% participating interest and operatorship of Licence PEDL137 and
the adjacent Licence PEDL246 in the UK Weald Basin.
As reported in March 2016, the final total aggregate stable dry
oil flow rate from two Kimmeridge limestones plus the overlying
Portland sandstone in HH-1 stands at 1,688 barrels of oil per day
("bopd"), a UK record for an onshore discovery well. Over the 30 to
90 hour flow periods from each of the 3 zones in HH-1, no clear
indication of any reservoir pressure depletion was observed.
During the reporting period it was announced that Xodus oil
& gas consultants had upgraded the Portland sandstone P50 Oil
in Place (OIP) to 32 million barrels, a 53 per cent increase on
previous calculations. The Company also announced that it had been
informed by the Operator, HHDL, that the Oil & Gas Authority
("OGA") had consented to extend the PEDL137 and PEDL246 licences
until 2021. The Company was informed by HHDL that it understood
that its planning application for long term production testing and
further appraisal drilling would be determined at a scheduled
Surrey County Council planning meeting by September 2017.
Investment in Gold Mines of Wales: (49% interest in Gold Mines
of Wales Limited)
Option
Gold Mines of Wales Limited (49% owned by Primorus) owns 100% of
Gold Mines of Wales (Operations) Limited ("GMOW"). GMOW continues
to hold the Crown Estate ("Crown") Mines Royal Exploration Option
("Option") over the Dolgellau Gold-Belt.
Work programme
GMOW is working with SRK Exploration Services Ltd ("SRK ES") to
advance GMOW's mineral assets in Wales. SRK ES recommends that this
should include stream sediment sampling, geological mapping, soil
sampling, hand auger drilling and geophysical surveying, and
considers the drilling targets could be provided within a 10-month
period at a cost of GBP350,000 - GBP400,000. Following this, if the
necessary planning and environmental permissions can be secured by
GMOW, diamond drilling could be undertaken to support the presence
of a potential deposit.
GMOW, the project operator, are due to advise us when further
ground works will commence. We understand GMOW are undertaking
further project design activities to determine the best and most
acceptable path forward in what is an environmentally sensitive
region. GMOW is also currently working with its environmental
consultants to commence environmental impact ("EIS") and conceptual
planning studies.
Fresho Pty Ltd ("Fresho")
Fresho, a company in which Primorus holds an investment of
GBP175,000, representing approx. 3.5% of Fresho's share capital, is
positioning itself as a leading Australian B2B company servicing
the restaurant and food service industries. By aggregating and
streamlining the food order process via Fresho's unique cloud-based
platform, both customers and suppliers are able to make savings in
time, money and wastage and also generate powerful reporting and
business data analytics. To date Fresho's customer base has been
located in Melbourne with many of Australia's most iconic
restaurants and suppliers using the product, however they are now
expanding into a number of Australia's other cities and New
Zealand.
The Company announced an update on 2 May 2017 in regard to its
investment in Fresho, a leading Australian B2B company servicing
the Restaurant and Food Service industries. It has informed us that
annualised platform volume growth has risen 5-fold to circa
A$100million.
Post Period End
On 7 July 2017, the Company announced that it has raised
GBP500,000, gross of expenses, through the issue of 333,333,334 new
ordinary shares of 0.01p each in the Company at a placing price of
0.15 pence per share with certain institutional and private
investors.
On 2 August 2017, the Company announced that it has raised
GBP1,650,000, gross of expenses, through the issue of 694,736,843
new ordinary shares of 0.01p each in the Company at a placing price
0.2375p pence per share with certain institutional and private
investors.
On 23 August 2017, the Company announced it had made the
following 3 investments:
- TruSpine Technologies Limited
Primorus invested, by way of subscription, GBP500,000 in
TruSpine Technologies Limited ("TruSpine") on a pre-new money
valuation of GBP15m. Founded in December 2014, TruSpine secured
intellectual property and subsequently developed the Faci--LOK and
Cervi--FAS minimally invasive spine stabilisation devices, and the
VOSC Catheter atherosclerosis treatment product 'VOSC Catheter'.
This development is on--going and TruSpine is targeting FDA
clearance and commercialisation of its first product, the
Faci--LOK. FDA submission is expected by the end of Q4 2017.
An AIM IPO is planned to take place following FDA approval,
which is expected to be received in H1 2018. In the year ended 31
March 2016, TruSpine incurred a loss of GBP45,325.
- Sport:80 plc
Primorus invested, by way of subscription, GBP100,000 in
Sport:80 plc ("Sport:80") on a pre-new money valuation of GBP10m as
part of a fundraising of up to GBP1m. Sport:80 is a technology and
management company with a proprietary cloud-based platform focused
on transforming the business operations and management of sports
organisations. The Sport:80 platform is used by 20 prominent sports
organisations. Sport:80 is revenue-generating with four-fold
revenue growth per annum since 2014. In the 12 months to 31
December 2016 it had total turnover of approximately GBP458,000 and
made a loss before tax of approximately GBP269,000. An AIM IPO is
planned for 2018.
- Farina Investments (UK) Limited
Primorus invested, by way of subscription, GBP100,000 in Farina
Investments (UK) Limited ("Farina") on a pre-new money valuation of
GBP4m. Farina is a boutique corporate finance and asset management
company which specialises in leveraging profit opportunity in the
post-crisis financial landscape. Farina has been carefully
structured and strategically placed to fully capitalise on these
opportunities, thereby optimising capital growth, profitability and
returns for both the company and investors. Farina is currently
exploring various UK listing opportunities either via IPO or
reverse takeover. In the year ended 31 July 2016, turnover was
GBP1.9 million, net profit was GBP116,000 and assets under
management were GBP1.8 million. Farina is not authorised and
regulated by the Financial Conduct Authority.
On 1 September 2017, the Company announced it had made the
following 3 investments:
- Engage Technology Partners Limited
Primorus invested, by way of subscription, GBP400,000 in Engage
Technology Partners Limited ("Engage") on a pre-new money valuation
of GBP15m as part of a fully subscribed GBP5.25m funding round.
Founded in 2013, Engage builds software to assist with finding,
hiring, compliance and paying of the rapidly growing contingent
workforce in the UK. Their platform supports the entire workflow,
and simultaneously services employers, recruitment agencies,
payroll companies, accountants and workers. Having everyone in the
supply chain sharing the same platform makes a difficult,
expensive, and error-prone process simple and more cost effective.
At present the recruitment industry is fragmented by dozens of
software suppliers providing only part of the functionality
required, to one customer at a time. This generates duplication of
effort, administration errors and fraud as data is re-keyed and
passed manually between parties. Engage's solution to this is a
SaaS platform hosted on Amazon Web Services, available securely via
the Cloud on any internet device, by the whole market,
simultaneously. Engage is sold via a referral and viral sales model
and does not have a marketing budget as part of its business model.
Its directors believe it is already challenging the large
enterprise-based incumbents via a low-cost SaaS model of charging
GBP1.99 per worker per week.
Engage has rapidly gone from a minimally viable product to a
fully saleable and scalable SaaS platform which has built up an
impressive and rapidly growing customer base including many
household names. The current funding round is largely being
deployed to allow for more product automation in roll-out to
customers with a view to providing a fully automated process by
January 2018.An AIM IPO is planned to take place in 2018. In the
year ended 31 May 2017, Engage incurred a loss of GBP1.71m and
intends to break even in the current financial year.
- FOMO Money
Primorus invested, by way of subscription, A$400,000
(approximately GBP240,000) in FOMO Money Pty Ltd ("FOMO Money") on
a pre-new money valuation of circa A$6m. FOMO Money is a new
entrant into the Australian Fintech sector based in Melbourne which
has been in development for the past 18 months. FOMO Money is an
online lending business which will offer personal loans and, in
time, brokered home loans that will target the millennial
market.
FOMO Money plans to commence lending in 2018 through a number of
distribution arrangements with education providers offering courses
to students in Australia (i.e. student loans). The business will
also offer personal loans direct to consumers through its online
lending platform to validate the forward looking scorecard of loan
criteria it has built and the customer acquisition tool it has
licensed in Australia. As a new corporate entity, FOMO Money does
not have any historic financial information.
- WeShop
Primorus invested, by way of subscription, GBP200,000 in WeShop
Limited ("WeShop") on a pre-new money valuation of GBP25m. WeShop
is a new way to shop online and earn rewards. Users can browse
millions of products from many top brands, discover which have been
recommended by people known to them and earn rewards to withdraw as
cash or donate to charity. WeShop allows the user to shop with
friends to share ideas and gain inspiration, with everyone earning
rewards. An AIM IPO is planned to take place during 2018. In the
year ended 31 May 2016, WeShop incurred a loss of GBP2,434,597.
Financial Results
The operating loss was GBP100,000 (30 June 2016 - GBP115,000
loss). The net loss after tax was GBP108,000 (30 June 2016:
GBP156,000). Current assets, including cash of GBP126,000, at 30
June 2017 amounted to GBP1,208,000 (30 June 2016:
GBP2,006,000).
In March 2017, the Company announced it had raised GBP237,000
through the issue of 158 million new shares at a placing price of
0.15 pence per share. The funds were used for general working
capital purposes and to assist in seeking further investment
opportunities. Also in March 2017, the Company obtained, at a
general meeting, shareholder approval for an increased authority to
issue new ordinary shares.
Outlook
The Board is encouraged by progress made on its investments over
the period.
The Horse Hill-1 well has added significant additional value to
the Company. It contains both a commercial conventional Portland
Sandstone discovery and a major new play in the Kimmeridge
Limestones that has very significant potential. We will work
closely with HHDL on potentially increasing our oil production and
reserves from the existing fields.
GMOW continues with its exploration activities and we await
further updates.
We look forward to updating shareholders on the progress of
Fresho, as well as all our post period end investments.
The Company continues to actively assess additional new
investment opportunities in line with our investment policy and
will make further investments in suitable ventures as and when it
is considered appropriate.
The Board would like to take this opportunity to thank our
shareholders, staff and consultants for their continued
support.
Jeremy Taylor-Firth
Chairman
6 September 2017
For further information please contact:
Primorus Investments
plc
Alastair Clayton,
Executive Director +44 (0) 20 7440 0640
Nominated Advisor
Cairn Financial Advisers
LLP
James Caithie / Sandy
Jamieson +44 (0) 20 7213 0880
Broker
Optiva Securities
Limited
Christian Dennis/Jeremy
King +44 (0) 20 3137 1902
Unaudited Condensed Company Statement of Comprehensive
Income
for the six months ended 30 June 2017
6 months 6 months Year to
to to
30 June 30 June 31 December
2017 2016 2016
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
Continuing operations
Revenue - - -
Cost of sales - - -
---------- ---------- ------------
Gross profit - - -
Share based payments - - -
Administrative costs (100) (115) (332)
---------- ---------- ------------
Operating (loss) (100) (115) (332)
---------- ---------- ------------
Realised gain on disposal
of AFS investments 57 - 17
Unrealised gain on market
value movement of AFS
investments (45) - 45
Impairment provision
on AFS investments - - (150)
Provision on associate
loan - - (152)
Share of (loss) of associate (20) (41) (122)
(Loss) before tax (108) (156) (694)
Taxation - -
---------- ---------- ------------
(Loss) for the period (108) (156) (694)
---------- ---------- ------------
Other comprehensive income
Transfer to income statement - - -
of available for sale
reserve
Total Comprehensive Income
for the year attributable
to the owners of the
parent company (108) (156) (694)
---------- ---------- ------------
Loss per share:
Basic and diluted loss
per share 2 (0.009) (0.020) (0.070)
Unaudited Condensed Company Statement of Financial Position
as at 30 June 2017
30 June 30 June 31 December
2017 2016 2016
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Available for sale assets 1,126 750 915
Investment in associate 135 236 155
---------- ---------- ------------
1,261 986 1,070
---------- ---------- ------------
Current assets
Trade and other receivables 1,082 1,253 1,074
Cash and cash equivalents 126 753 221
---------- ---------- ------------
1,208 2,006 1,295
Total assets 2,469 2,992 2,365
---------- ---------- ------------
EQUITY
Equity attributable to
equity holders of the
parent
Share capital 15,238 15,222 15,223
Share premium account 32,426 32,211 32,205
Share based payment reserve 160 160 160
Retained earnings (45,369) (44,723) (45,261)
---------- ---------- ------------
Total equity 2,455 2,870 2,327
LIABILITIES
Current liabilities
Trade and other payables 14 122 38
---------- ---------- ------------
Total liabilities 14 122 38
Total equity and liabilities 2,469 2,992 2,365
---------- ---------- ------------
Unaudited Condensed Company Statement of Changes in Equity
for the six months ended 30 June 2017
Share Share Share Retained Total
capital premium based earnings attributable
payment to owners
reserve of parent
Unaudited GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 December
2015 15,188 31,426 160 (44,567) 2,207
========= ========= ========= ========== ==============
Loss for the year - - - (694) (694)
Total comprehensive
income for the year - - - (694) (694)
Shares issued 35 835 - - 870
Share Issue costs - (56) - - (56)
Transactions with owners
of the company 35 779 - - 814
Balance at 31 December
2016 15,223 32,205 160 (45,261) 2,327
========= ========= ========= ========== ==============
Loss for the period - - - (108) (108)
Total comprehensive
income for the period - - - (108) (108)
Shares issued 15 221 - - 236
Share Issue costs - - - - -
Transactions with owners
of the company 15 221 - - 236
Balance at 30 June 2017 15,238 32,426 160 (45,369) 2,455
========= ========= ========= ========== ==============
Unaudited Condensed Company Statement of Cash Flows
for the six months ended 30 June 2017
6 months to 6 months to Year to
30-Jun-17 30-Jun-16 31-Dec-16
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Operating (loss) (100) (115) (332)
Adjustments for:
Share based payment charge - - -
(Increase)/decrease in trade and other receivables (8) (33) 24
(Decrease)/increase in trade and other payables (24) 84 -
Taxation (paid) - - -
Net cash used in operating activities (132) (64) (308)
Cash flows from investing activities
Purchase of available for sale assets (346) - (253)
Proceeds from sales of available for sale assets 147 - -
Loan advanced to associate - (30) (60)
Loan advanced to related party - (289) (289)
Net cash (used in) investing activities (199) (319) (602)
Cash flows from financing activities
Proceeds from share issues 236 870 870
Share issue costs - (51) (56)
Net cash from financing activities 236 819 814
Net change in cash and cash equivalents (95) 436 (96)
------------ ------------ ----------
Cash and cash equivalents at beginning of period 221 317 317
Cash and cash equivalents at end of period 126 753 221
------------ ------------ ----------
Notes to the condensed interim financial statements
1. General Information
The condensed interim financial information for the 6 months to
30 June 2017 does not constitute statutory accounts for the
purposes of Section 434 of the Companies Act 2006 and has not been
audited or reviewed. No statutory accounts for the period have been
delivered to the Registrar of Companies.
The condensed interim financial information in respect of the
year ended 31 December 2016 has been produced using extracts from
the statutory accounts for that period. Consequently, this does not
constitute the statutory information (as defined in section 434 of
the Companies Act 2006) for the year ended 31 December 2016, which
was audited. The statutory accounts for this period have been filed
with the Registrar of Companies. The auditors' report was
unqualified and did not contain a statement under Sections 498 (2)
or 498 (3) of the Companies Act 2006.
The Report was approved by the Directors on 6 September 2017 and
is available on the Company's website at
www.primorusinvestments.com .
Basis of preparation and accounting
The financial information has been prepared on the historical
cost basis. The Company's business activities, together with the
factors likely to affect its future development, performance and
position are set out in the Chairman's Statement. This statement
also includes a summary of the Company's financial position and its
cash flows.
These condensed interim financial statements have been prepared
in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union with the exception of
International Accounting Standard ('IAS') 34 - Interim Financial
Reporting. Accordingly the interim financial statements do not
include all of the information or disclosures required in the
annual financial statements and should be read in conjunction with
the Company's 2016 annual financial statements.
2. Earnings per share
The calculation of the basic earnings per share is based on the
earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year. The
calculation of diluted earnings per share is based on the basic
earnings per share, adjusted to allow for the issue of shares and
the post-tax effect of dividends and/or interest, on the assumed
conversion of all dilutive options and other dilutive potential
ordinary shares.
Reconciliations of the earnings and weighted average number of
shares used are set out below.
Six months Six months Year ended
to to
30 June 30 June 31 December
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
(GBP'000) (GBP'000) (GBP'000)
Net loss attributable to
equity holders of the company (108) (156) (694)
-------------------------------- -------------- -------------- --------------
Weighted average number
of shares 1,220,538,117 1,005,164,552 1,052,549,167
Basic and diluted loss per
share (pence) (0.009) (0.020) (0.070)
-------------------------------- -------------- -------------- --------------
3. Events after the reporting date
On 7 July 2017, the Company announced that it has raised
GBP500,000, gross of expenses, through the issue of 333,333,334 new
ordinary shares of 0.01p each in the Company at a placing price of
0.15 pence per share with certain institutional and private
investors.
On 2 August 2017, the Company announced that it has raised
GBP1,650,000, gross of expenses, through the issue of 694,736,843
new ordinary shares of 0.01p each in the Company at a placing price
0.2375p pence per share with certain institutional and private
investors.
On 3 August 2017, the Company announced that it has agreed to
grant 75 million share options to Alastair Clayton (Executive
Director) and 75 million share options to Donald Strang
(Non-Executive Director) ("New Options"). Each New Option will
entitle the holder to subscribe for new ordinary shares of 0.01p
each in the Company ("Shares") at an exercise price of 0.30 pence
per Share (being a 26.3% premium to the Placing Price of the
Placing announced on 2 August 2017) and are exercisable at any time
within 5 years from the date of grant.
On 23 August and 1 September 2017, the Company announced new
investments in 6 Companies. Details regarding these investments
have been fully disclosed within the Chairman's statement at the
commencement of this interim report.
The company news service from the London Stock Exchange
END
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