TIDMVELA
RNS Number : 8746X
Vela Technologies PLC
02 September 2015
Vela Technologies plc
("Vela" or the "Company")
Final results for the year ended 31 March 2015
The Board of Vela (AIM: VELA), the investing company focused on
early-stage and pre-IPO disruptive technology investments, is
pleased to announce the Company's results for the year ended 31
March 2015.
Highlights:
-- Further investment of GBP150,000 in Portr, the owner of
on-line airport luggage transfer service, Airportr
-- Investment of GBP100,000 in Social Superstore which is
developing an online retail / social media platform
-- Investment of GBP40,344 in 3Legs Resources, a cash shell at the time of investment
-- GBP300,000 raised by way of a placing, supported by new and
existing investors as well as management
Brent Fitzpatrick, Non-Executive Chairman of the Company,
commented "During this last financial year the Board were able to
announce positive news from within our portfolio as some of our
investee companies started to demonstrate that their potential
value is materially higher than the value at the time of our
investment. This has continued into the current year, with more
valuation events from within the portfolio.
"We look forward to updating shareholders further in due course.
In the meantime, based either on valuation events or the market
value of portfolio investments, the board of Vela believes the
value of the underlying portfolio is significantly higher than the
value attributed by the market to Vela at this current time"
A copy of the annual report and accounts has been posted to
shareholders, along with notices convening:
-- an annual general meeting, to be held at the offices of
Allenby Capital Limited, 3 St. Helen's Place, London EC3A 6AB at
10.00am on 25 September 2015; and
-- a general meeting, to be held at the offices of Allenby
Capital Limited, 3 St. Helen's Place, London EC3A 6AB at 10.00am on
18 September 2015.
A copy of the audited accounts and meeting notices will shortly
be available for download from the Company's website,
www.velatechplc.com.
For further information please contact:
Vela Technologies plc
Brent Fitzpatrick, Non-Executive Tel: +44 (0) 7802 262 443
Chairman
Antony Laiker, Director
Allenby Capital Limited
Nick Athanas/Katrina Perez Tel: +44 (0) 20 3328 5656
Vicarage Capital Limited Tel: +44 (0) 20 3651 2910
(Broker)
Rupert Williams/Jeremy Woodgate
chairman's statement
for the year ended 31 March 2015
It is with pleasure that I present the annual report to
shareholders for the year ended 31 March 2015.
The year has been one of strong progress among most of Vela's
investments notably, Portr Limited, StreamTV Networks Inc and
Disruptive Tech Limited. It has also been a year of considering
many potential investments that might fit with our policy of
investing in businesses that, the directors believe, have the
potential to disrupt the natural manner in which that business
might have operated. As a result we have made two further
investments recently, in 3Legs Resources towards the end of the
financial year and, more recently, in Revolve Performance Limited
("Revolve Technologies").
Towards the end of the financial year we raised additional funds
to support further investments. As part of this Vela has a number
of new shareholders who are supportive of what we are doing and
understand the potential for a very significant uplift in the value
of our investments in the future.
Since the update provided to the market in April we have
invested in Revolve Perfomance. Revolve Performance is a profitable
powertrain and performance engineering group that owns the leading
performance parts brand, Mountune. The Mountune division, whose
products are used by consumers and racing teams to enhance engine
performance, has grown rapidly in the UK as well as in the US,
where it was launched in 2013, with exclusive access to the Ford
dealership network in both territories.
Summary of investment portfolio
The Company's investment portfolio consists of the following
investments:
-- Portr Limited - a private UK Company that is the owner of an
on-demand airport luggage transfer service, AirPortr. Portr employs
leading-edge technology across its web booking platform and
logistics engine in the development of convenience-orientated
services for customers.
-- StreamTV Networks Inc. - a private US Company that has
developed a technology called Ultra-D that enables the viewing of
3D media without glasses and from any angle.
-- Disruptive Tech Limited - a private technology investment
business focusing on companies that can "disrupt" and which owns
and manages investments in six technology businesses.
-- 3Legs Resources plc (AIM: 3LEG) - AIM quoted investing
Company that adopted an investment policy to invest in and/or
acquire companies within the technology sector or within the
resources sector where a resource can be brought into production
through the application of modern technologies.
-- Advance Laser Imaging Limited - a private Company which uses
laser scanning hardware and software applications to produce 360
degree 3D images and models.
-- Rosslyn Data Technologies plc (AIM: RDT) - AIM quoted Company
whose cloud-based service provides a fast and efficient way for
Companies to use and understand their data.
-- The Social Superstore Limited - a private Company developing
an online social commerce platform with a view to full launch in
the UK towards the end of 2015.
-- Imaginatik plc (AIM: IMTK) - AIM quoted Company which is the
world's first full service innovation provider offering a range of
technology products and consultancy.
At 31 March 2015, the Company had estimated cash balances of
GBP156,000 (based on unaudited management accounts) reflecting the
recent investments made.
Update on investment portfolio
There have been a number of significant developments within the
Company's portfolio in recent months. The following summary
includes a number of updates recently provided by the investee
companies to the board of Vela.
Portr Limited ("Portr") (GBP200,000 invested, 4.4 per cent.
equity interest)
Portr, the owner of on-demand airport luggage transfer service,
AirPortr, reported an encouraging initial nine months of trading
since launching its first location, London City Airport ("London
City"), in the summer of 2014.
Since launching this new way to travel, thousands of passengers
flying via London City have embraced the concept of travelling
around the city without their luggage in tow, while it is delivered
between their London location and the airport same day, something
Portr calls "Luggage Freedom". During this period Portr can report
an unblemished record with every item delivered on or before time.
In addition to this the company has seen a high percentage of
repeat journeys by users (20% of deliveries are repeat customers)
particularly amongst frequent business travellers. In addition to
this Portr's user base is more diverse than originally anticipated
with stronger than expected demand from leisure travellers and
London residents, when the service was originally predominantly
targeting the foreign inbound business traveller market, staying in
hotels.
Shortly after launching the Standard AirPortr delivery service,
Portr announced a collaboration with British Airways in delivering
a first of its kind Carousel Collection and Delivery service,
enabling arriving passengers to also skip the wait at the baggage
reclaim. AirPortr's mobile airport Concierges can now collect and
clear passengers' luggage direct from the baggage reclaim before
delivering into London within hours, an experience British Airways
named 'Land & Leave'. Having been initially trialled with
British Airways Executive Club on two key domestic routes the
service was recently rolled out onto all domestic routes for all
British Airways passengers following positive feedback, which:
-- helped reduce travel costs with frequent business travellers
opting to use public transport when alleviated of their bags;
-- enabled quicker and easier travel around London, driving productivity; and
-- resulted in journey time savings of up to an hour, allowing
passengers to either fit in another meeting or catch a later flight
into London City.
Portr has made a Border Force policy submission in a bid to now
extend this service to EU arrivals; something the Company is hoping
to secure clearance for later this year, with a report having been
produced by senior security and border experts endorsing the
service due to its ability to enhance border integrity with the
advanced technology developed and deployed by Portr. British
Airways has confirmed that it plans to extend the service (Carousel
Collection) to international destinations within Europe when such
clearance can be obtained.
Following proof of concept and service delivery at London City,
Portr progressed plans with two additional London airport locations
for the roll out of AirPortr. On 27 July 2015 Portr announced it
was launching its service at Gatwick airport.
In line with Portr's expansion and rollout in larger London
airports, to support a number of 'superbrand' partnerships such as
British Airways and a pipeline of product development further
simplifying the end-to-end passenger journey, Portr announced a
GBP3 million Series A funding round at the end of 2014. Having
secured the backing of existing shareholders, new angel investors
and a well-known venture capital trust, Portr expects to announce
completion of the round in the coming weeks giving a post-money
valuation of GBP15 million.
StreamTV Networks Inc. ("StreamTV") ($100,000 invested by way of
convertible loan note)
(MORE TO FOLLOW) Dow Jones Newswires
September 02, 2015 09:28 ET (13:28 GMT)
StreamTV has developed a technology called Ultra-D that enables
the viewing of 3D media without glasses and from any angle. As a
licensing type business model, StreamTV is expected to generate
positive cash flow once its licensing partners commence small
sales.
In October 2013 Vela made a minority investment of $100,000 in
StreamTV by way of a convertible loan note. The loan notes accrued
interest at the rate of 12% annually until 31 December 2014 and are
currently accruing interest at the rate of 13% annually. The final
maturity date on the loan notes is 31 December 2015.
StreamTV has made a number of operational developments over
recent months. New machinery to enable sophisticated gluing of the
3D optical system to the underlying 2D panel was deployed in China
and is running effectively. Two automated machines, with a higher
capacity and higher yields, have been ordered. The intention is for
one machine to be deployed in Q2 2015 and the other in Q3 2015. The
automated machines will be housed at StreamTV's large manufacturing
partner's facility to establish the foundation for scaling the
volume of production.
StreamTV has formally commenced its next round of capital raise.
The capital raise is primarily earmarked for enabling cost-downs
for the devices and allow more vertical business opportunities to
be commenced much sooner than by way of using only operational cash
flow.
Just as StreamTV had expected, the fact that it is are close to
producing and entering the TV/display market has accelerated
interest in their tablet device opportunity. The company had a
tablet sample based on its 3D Ultra-D technology at the Consumer
Electronics Show in Las Vegas this past January. However the
company has since improved that sample with even newer optics and
the company is in discussions about a possible collaboration with
one of the largest tablet makers globally.
StreamTV is also in ongoing discussions with critical component
suppliers who are providing support and important product
improvements. The company now engages directly with a large global
chip company to provide a supply of a type of chip called an FPGA,
rather than engaging with distributors, and this has reduced the
order lead times.
StreamTV is also in discussions with a number of other partners
including an Asian-based chip company that supplies chips used for
TVs and who have informed StreamTV that they would seek to allow
them access to their latest chips to integrate into their devices.
This opportunity would help strengthen StreamTV's foothold in the
TV industry and allow increased TV-type functionality than is
currently experienced in the current models.
In summary, operations and capital efforts are all on track to
establish a good foundation for manufacturing operations in China
this summer and generate sales through the second half of the year.
The goal for 2015 is that the Company's 2015 Ultra-D technology
creates technology awareness in each marketplace from early sales
and also establishes, through its partners, a solid manufacturing
base of operations so that 2016 can yield a steady and fast paced
sales growth.
Disruptive Tech Limited ("DTL") (GBP250,000 invested, 0.63 per
cent. equity interest)
DTL invests in technology businesses that have the potential to
disrupt, typically investing alongside seasoned entrepreneurs who
have been successful in their marketplaces previously.
Vela originally acquired 262,090 Ordinary Shares in eSeekers
Limited for GBP250,000. Following an agreed corporate
restructuring, the Company ended up with an equivalent interest in
DTL, a Gibraltar-based technology-focused investing Company.
DTL has a portfolio of 6 investments, including Nektan plc
(13%), VNU Holdings (65%) and Freeformers (5%). The normal
timeframe for investments is 3 to 4 years following which DTL looks
to exit an investment and dispense proceeds back to
shareholders.
It is currently anticipated that the process of divesting of
investments, which commenced with the listing of Nektan on AIM in
November 2014, will continue, which could result in a significant
uplift in the value of the DTL portfolio.
3Legs Resources plc ("3Legs") (GBP40,344 invested, 4.41 per
cent. equity interest)
3Legs is an Isle of Man incorporated investing Company whose
shares are traded on AIM. In February 2015, 3Legs completed a
corporate reorganisation which included the adoption of a new
investing policy to invest in and/or acquire companies within the
technology sector or within the resources sector, particularly
where a resource can be brought into production through the
application of modern technologies.
Between 27 February 2015 and 25 March 2015, Vela acquired a
total of 19,000,000 shares in 3Legs at an average price of 0.21
pence per share for a total consideration of GBP40,344.
As at the period end Vela's interest in 3Legs was valued at
GBP62,700 (as referenced to 3Legs's closing mid-market share price
on 31 March 2015).
Since the period end, on 13 May 2015, the Company acquired a
further 4,500,000 shares in 3Legs at a price of 0.215 pence per
share. The Company's resultant holding in 3Legs is 23,500,000
shares, representing 5.42% of the total voting rights of 3Legs.
Vela's shareholding in 3Legs has been acquired at an average price
of 0.213 pence per share for a total consideration of approximately
GBP50,090
Advance Laser Imaging Limited ("ALI") (GBP75,000 invested, 6.25
per cent. equity interest)
Vela made a GBP75,000 investment in ALI in September 2013, a
Company which uses laser scanning hardware and software
applications to produce 360 degree 3D images and models. Such
images can be created for anything from small components or pieces
of forensic evidence at a micron level, up to buildings, industrial
plants or areas of a town and can be utilised and manipulated to
view scenes from multiple perspectives at varying levels of detail,
without any further scanning or photography. The 3D scenes are used
in crime scene investigations and specialist techniques are used to
establish anything from bullet trajectory to suspect biometric
information. The technology also has a number of applications for
counter terror, resilience and safer cities.
There are markets in both the private and public sectors
including the military, property development and services,
police/blue light services, architecture, insurance and legal
services, both in the UK and abroad.
ALI raised GBP300,000 in September 2013 to launch the business
and is in the process of raising additional funds to invest in
further research and development into new products and applications
in both core and new markets.
ALI won its first commercial contract in December 2013 and the
company has subsequently begun to generate revenues. With the
company's low cost base, ALI is currently cash flow positive as
they continue to penetrate further into existing markets and open
up new markets. The Company is focused on developing the forensic
and counter terrorism policing market in the UK but also
establishing a high value business in very specific export markets
in the Middle East and the United States over the next year.
Rosslyn Data Technologies plc ("Rosslyn" or "RDT") (GBP130,226
invested, 0.53 per cent. equity interest)
The Company invested GBP100,000 in October 2013 in Rosslyn
Analytics Ltd, RDT's main operating subsidiary in the UK. Rosslyn
was the first of the Company's investment portfolio to achieve a
flotation having floated on AIM in April 2014. Subsequent to the
flotation of RDT, Vela invested a further GBP30,226 in Rosslyn and,
as at the date of this announcement, Vela owns 403,368 shares in
RDT.
RDT's cloud-based service provides a fast and efficient way for
companies to use and understand their data. The Company recently
announced a new major partnership in the US higher education
sector.
The Company's holding in RDT was valued at the period end at
GBP47,920 (as referenced to Rosslyn's closing mid-market share
price on 31 March 2015).
The Social Superstore Limited ("The Social Superstore")
(GBP100,000 invested, 2.5 per cent. equity interest)
In May 2014 Vela made an investment of GBP100,000 in the GBP1m
seed funding of The Social Superstore, valuing the Social
Superstore at GBP4m.
The Social Superstore is developing a peer to peer platform
allowing users to recommend products to their friends and gain
rewards for doing so and is aiming to combine online retailing with
social media in a unique way. The Social Superstore continues to
build its social commerce platform with a view to full launch
towards the end of 2015, initially in the UK. There are a number of
key user groups that have been identified and who the Company has
access to.
The Directors of The Social Superstore continue to believe that
social commerce represents a significant opportunity which has not
been fully exploited by a single Company.
Imaginatik plc ("Imaginatik") (GBP35,000 invested, 0.67 per
cent. equity interest)
The Company invested GBP35,000 in Imaginatik in April 2014.
Imaginatik is an AIM quoted Company that provides a range of
innovation solutions comprised of consultancy, enterprise software
and program management to deliver innovation results to companies
such as The World Bank, The Chubb Group of Insurance Companies,
State Farm, Exxon Mobil, Pfizer, Goodyear, the Yorkshire Building
Society, Pitney Bowes and Cargill.
Vela sold the following shares in Imaginatik;
14 April 2015 sold 100,000 at a price of 3.625 pence per share
for a consideration of GBP3,585
12 June 2015 sold 225,000 at a price of 3.000 pence per share
for a consideration of GBP6,699
15 June 2015 sold 200,000 at a price of 3.000 pence per share
for a consideration of GBP5,955
As at the date of this announcement Vela has no interest in
Imaginatik.
Post period end and outlook
(MORE TO FOLLOW) Dow Jones Newswires
September 02, 2015 09:28 ET (13:28 GMT)
On 28 August 2015 the Company announced that it had
conditionally raised GBP250,000 via a placing at 0.2 pence. It is
the intention of the Board to invest approximately GBP175,000 of
the net proceeds of the Placing to acquire an equity stake in
Blockchain Tech Limited ("BTL"), a technology company incorporated
in the Isle of Man. BTL, headquartered in Vancouver, Canada, is
exploring applications of blockchain technology in a variety of
existing industries, including money transmission, insurance,
voting and smart contracts. BTL's current focus is on developing a
remittance solution, Interbit, as well as providing consultancy
services to firms looking to leverage blockchain technology.
Interbit, based in London, is developing blockchain technology to
offer remittances to up to 20 countries at competitive prices
against the costs of existing remittance services. This investment
is conditional on the passing of certain resolutions at the
Company's upcoming general meeting and on the completion of the
acquisition of BTL by Northern Aspect Resources Ltd, further
details of which were previously announced by Vela.
Quoted investments
The valuation of the quoted investments held by Vela
Technologies Plc as stated in these financial statements as at 31
March 2015 is summarised as follows:
Company Valuation (GBP'000) Interest (%) Vela share
of fair value
(GBP'000)
3Legs 1,429 4.41 63
Rosslyn 9,056 0.53 48
Imaginatik 2,537 0.67 17
Your Directors will continue to review projects where we believe
value can be created for the benefit of shareholders
Nigel Brent Fitzpatrick MBE
Non-Executive Director
statement of comprehensive income
for the year ended 31 March 2015
31 March 31 March
2015 2014
Notes GBP'000 GBP'000
Revenue 1 8 4
Administrative expenses
- share-based payments (107) -
- other administrative expenses (204) (167)
- Loss on disposal of investments - -
Total administrative expenses (311) (167)
Operating loss 2 (303) (163)
Profit/(loss) before tax (303) (163)
Income tax 5 - 45
Profit/(loss) (303) (118)
--------- ---------
Other comprehensive income:
Items that will or may be reclassified
to profit or loss:
Fair value movement on available-for-sale 253 -
investments
Other comprehensive income for 253 -
the year
--------- ---------
Total comprehensive income (50) (118)
--------- ---------
Attributable to:
Equity holders of the Company (50) (118)
Earnings per share
Basic and diluted earnings/(loss)
per share (pence) 6 (0.12) (0.10)
balance sheet
as at 31 March 2015
31 March 31 March
2015 2014
Notes GBP'000 GBP'000
------------------------------ ------ --------- ---------
Non-current assets
Investments 7 1,147 524
Current assets
Trade and other receivables 8 31 306
Cash and cash equivalents 11 156 9
------------------------------ ------ --------- ---------
Total current assets 187 315
------------------------------ ------ --------- ---------
Total assets 1,334 839
------------------------------ ------ --------- ---------
Equity and liabilities
Equity
Called up share capital 10 459 222
Share premium account 936 723
Available-for-sale reserve 253 -
Share option reserve 107 -
Retained earnings (450) (147)
------------------------------ ------ --------- ---------
Total equity 1,305 798
------------------------------ ------ --------- ---------
Current liabilities
Trade and other payables 9 29 41
Total liabilities 29 41
------------------------------ ------ --------- ---------
Total equity and liabilities 1,334 839
------------------------------ ------ --------- ---------
These financial statements were approved by the Board,
authorised for issue and signed on their behalf on 2 September 2015
by:
Nigel Brent Fitzpatrick MBE
Non-Executive Director
Company registration number: 03904195
cashflow statement
for the year ended 31 March 2015
31 March 31 March
2015 2014
------------------------------------- ------ --------- ---------
Notes GBP'000 GBP'000
Operating activities
(Loss)/Profit before tax (303) (163)
Share-based charge 107 -
Issue of shares in lieu of services 65
(Increase)/Decrease in receivables (5) (295)
(Decrease)/Increase in payables (12) (35)
Tax charge - 45
------------------------------------- ------ --------- ---------
Total cash flow from operating
activities (148) (448)
Investing activities
Consideration for disposal of 6 -
investment
Consideration for purchase of
investment (276) (524)
Total cash flow from investing
activities (270) (524)
------------------------------------- ------ --------- ---------
Financing activities
Proceeds from the issue of ordinary
share capital 565 877
Total cash flow from financing
activities 565 877
------------------------------------- ------ --------- ---------
Net (decrease)/increase in cash
and cash equivalents 147 (95)
Cash and cash equivalents at start
of year 9 104
------------------------------------- ------ --------- ---------
Cash and cash equivalents at the
end of the year/period 11 156 9
------------------------------------- ------ --------- ---------
Cash and cash equivalents comprise:
Cash and cash in bank 156 9
------------------------------------- ------ --------- ---------
Cash and cash equivalents at end
of year/period 11 156 9
------------------------------------- ------ --------- ---------
statement of changes in equity
for the year ended 31 March 2015
Capital Share
Share Share Redemption Retained Available-for option Total
Capital Premium Reserve Earnings sale reserve Reserve Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Balance at
1 April 2014 222 723 - (147) - - 798
Transactions
with owners
Issue of
share options - - - - - 107 107
Issue of
share capital 237 213 - - - - 450
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Transactions
with owners 237 213 - - - 107 557
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Loss for
the year - - - (303) - - (303)
Other comprehensive
income - - - - 253 - 253
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Total comprehensive
loss - - - (303) 253 - (50)
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Balance at
31 March
2015 459 936 - (450) 253 107 1,305
(MORE TO FOLLOW) Dow Jones Newswires
September 02, 2015 09:28 ET (13:28 GMT)
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Balance at
1 April 2013 4,912 24,032 13,188 (42,093) - - 39
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Transactions
with owners
Capital reorganisation (4,844) (24,032) (13,188) 42,064 - - -
Issue of
share capital 154 723 - - - - 877
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Transactions
with owners (4,690) (23,309) (13,188) 42,064 - - 877
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
Loss for
the period
and total
comprehensive
loss for
the period - - - (118) - - (118)
Balance at
31 March
2014 222 723 - (147) - - 798
------------------------- ---------- ----------- ----------- --------- -------------- -------- --------
notes to the financial statements
for the year ended 31 March 2015
1 Revenue and segmental information
The Company is an investment Company and as such there is only
one identifiable operating segment, being the holding and support
of investments. Furthermore the Company operates in a single
geographic segment being the United Kingdom. The results and
balance and cashflows of the segment are as presented in the
primary statements. Revenue received in the period under review
represents the accrued value for interest receivable from loan
notes held in Stream TV Networks.
2 Loss from operations
Loss from operations is stated after charging:
31 March 31 March
2015 2014
GBP'000 GBP'000
-------------------------------------- --------- ---------
Auditors' remuneration for auditing
of accounts 9 14
Auditors' remuneration for non-audit
services 1 6
Foreign exchange gains (6) -
-------------------------------------- --------- ---------
3 Staff costs
The average number of persons employed by the Company (including
Directors) during the period was as follows:
31 March 31 March
2015 2014
--------------------------------- --------- ---------
Directors and senior management 2 2
Management - -
Non-management - -
--------------------------------- --------- ---------
Total 2 2
--------------------------------- --------- ---------
The aggregate payroll costs for these persons were as
follows:
31 March 31 March
2015 2014
GBP'000 GBP'000
------------------------------ --------- ---------
Aggregate wages and salaries 44 27
Social security costs - -
Share-based payments 107 -
Pensions costs - -
------------------------------ --------- ---------
151 27
------------------------------ --------- ---------
4 Directors and senior management
Directors' remuneration
31 March 2015
-------------------------------------------------
Salary Fees Pension Equity Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
N B Fitzpatrick - 21 - - 21
A Laiker - 23 - - 23
--------- -------- -------- -------- --------
- 44 - - 44
--------------------------- -------- -------- -------- --------
31 March 2014
---------------------------------------------------
Salary Fees Pension Equity Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
N B Fitzpatrick - 18 - - 18
A Laiker - 9 - - 9
---------- -------- -------- -------- ----------
- 27 - - 27
---------- -------- -------- -------- ----------
Directors' and senior management's interests in shares
The Directors who held office at 31 March 2015 held the
following shares:
31 March 31 March
2015 2014
----------------- ----------- ----------
N B Fitzpatrick 1,500,000 -
A Laiker 25,416,724 1,916,724
The total share-based payment costs in respect of options
granted are:
31 March 31 March
2015 2014
GBP'000 GBP'000
--------------- --------- ---------
Directors 107 -
Non-management - -
--------------- --------- ---------
On 8 April 2014 the Company announced that it granted options
over a total of 8,235,294 ordinary shares of 0.1 pence each
("Ordinary Shares") representing approximately 3.7 per cent of the
Company's issued ordinary share capital at the time of the grant,
at an exercise price of 0.85 pence per share. The options were
granted equally (4,117,647 each with a total exercise price of
GBP35,000 per Director) to Directors, Brent Fitzpatrick and Antony
Laiker, and vest as to one third on grant and one third on each of
the first and second anniversaries of grant. They are not subject
to any performance conditions and will lapse 7 years from the date
of grant.
The exercise price of the options is at a discount of 38.2 per
cent. to the mid market price on 8 April 2014 of 1.375p per share
and at a premium of 70 per cent. to the Company's most recent
placing announced on 25 March 2014.
On 2 October 2014 the Company announced that it granted options
over a further 4,000,000 ordinary shares of 0.1 pence each,
representing approximately 1.6 per cent of the Company's issued
ordinary share capital at the time of the grant, at an exercise
price of 0.325 pence per share. The options were granted equally to
the Directors, taking their holding to 6,117,647 options each as at
31 March 2015. The options vest as to one third on grant and one
third on each of the first and second anniversaries of grant. They
are not subject to any performance conditions and will lapse 7
years from the date of grant.
The options have been valued using the Black-Scholes method and
the appropriate charge made to the financial statements during the
year under review. Further details regarding the valuation
methodology are provided in note 13 to the financial
statements.
5 Tax
31 March 31 March
2015 2014
-------------- ---------- ---------
GBP'000 GBP'000
Current tax:
UK tax - (45)
Tax charge - (45)
-------------- ---------- ---------
A deferred tax asset relating to losses carried forward has not
been recognised due to uncertainty over the existence of future
taxable profits against which the losses can be used. The Company
has unused tax losses of GBP4,010,000 (2014: GBP3,736,000).
Tax reconciliation
31 March 31 March
2015 2014
GBP'000 GBP'000
(Loss)/Profit before tax (303) (159)
Tax at 21% (2014: 24%) on loss before
tax (63) (38)
Effects of:
Other expenses not deductible 17 -
Utilisation of losses - (7)
Unrelieved losses carried forward 46 -
--------------------------------------- --------- ---------
Total tax (credit)/expense - (45)
--------------------------------------- --------- ---------
6 Earnings per share
Earnings per share has been calculated on a loss after tax of
GBP303,000 loss (31 March 2014: GBP118,000 loss) and the weighted
number of average shares in issue for the year of 263,087,300 (31
March 2014: 122,943,751 weighted).
Reconciliation of the profit and weighted average number of
shares used in the calculations are set out below:
31 March 31 March
2015 2014
(Loss)/Profit (GBP'000) (303) (118)
Earnings per share (pence) (0.12) (0.10)
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7 Investments
31 March 31 March
2015 2014
GBP'000 GBP'000
--------------------------------------------- --------- ---------
Opening balance 524 -
Additions during the year 369 524
Disposals during the year (5) -
Exchange rate differences 6 -
Gain included in Other Comprehensive Income 253 -
--------------------------------------------- --------- ---------
Closing balance 1,147 524
--------------------------------------------- --------- ---------
IPO of Rosslyn Analytics
On 8(th) May 2014 the Company announced the successful flotation
on AIM of Rosslyn Data Technologies plc on 29(th) April 2014, a
Company in which it holds a GBP100,000 investment. On 12 June 2014
the Company invested a further GBP30,226 into Rosslyn Data
Technologies Plc. Rosslyn is the first investment of the Company to
achieve flotation and the Directors are confident that the IPO
enhances the prospects of Rosslyn going forward.
Further investment in Portr
On 12(th) May 2014, the Company announced a further investment
of GBP50,000 by way of a cash subscription for 17,235 new ordinary
shares of 0.01p each in investee Company, Portr. The additional
investment by Vela is part of a GBP500,000 funding round by Portr
at a price of some 290p per share and brings Vela's total
investment in Portr to GBP100,000, with an enlarged shareholding of
49,731 shares representing approximately 2.9 per cent of Portr's
enlarged issued share capital.
Investment in The Social Superstore Limited ("Social
Superstore")
On 22(nd) May 2014 the Company announced an investment of
GBP100,000 in the GBP1m series B funding of The Social Superstore
Limited, a social commerce platform which is being built with a
view to launch in Q4 2014, initially in the UK. This funding will
be applied to building the back end of the platform and places a
pre-money valuation on The Social Superstore of GBP3m, giving Vela
a 2.5 per cent.interest.
Further acquisition of interest in Portr and issue of equity
On 24(th) July 2014 the Company announced the acquisition of a
further 38,314 shares in Portr for a consideration of GBP100,000
which has been wholly satisfied through the issue of 20,000,000 new
ordinary shares in Vela (the "Consideration Shares") at 0.5 pence
per share (the "Transaction"). The vendor of the 38,314 shares in
Portr is John Garner. The 20,000,000 Consideration Shares were
admitted to trading on AIM ("Admission") on 31(st) July 2014.
Following completion of the Transaction Vela will have an enlarged
shareholding of 87,685 shares in Portr representing approximately
5% of Portr's issued share capital.
Following the issue of the Consideration Shares, John Garner is
interested in 20,000,000 ordinary shares in the Company
representing 4.36% of the issued share capital in the Company.
Investment in 3Legs Resources plc ("3Legs")
On 10(th) March 2015 the Company announced an investment of
GBP36,875 in 3Legs. The Company acquired a total of 17,500,000
existing ordinary shares in 3Legs (AIM: 3LEG) at an average price
of 0.212 pence per share. Vela's holding of 19,000,000 shares in
3Legs represents 4.06% of the total voting rights of 3Legs.
3Legs is an Isle of Man incorporated investing Company whose
shares are traded on AIM. In February 2015, 3Legs completed a
corporate reorganisation which included the adoption of a new
investing policy to invest in and/or acquire companies within the
technology sector or within the resources sector, particularly
where a resource can be brought into production through the
application of modern technologies. As part of the above
reorganisation, 3Legs raised GBP800,000 through a subscription for
new ordinary shares at a price of 0.232 pence per share which
valued 3Legs at approximately GBP1 million with the funds to be
used by 3Legs in connection with the implementation of the new
investing policy.
The shares in 3Legs were acquired in the market by Vela between
27 February 2015 and 9 March 2015 as follows:
Date of purchase No of ordinary shares Price/share Investment
purchased (p)
27 February 2015 5,000,000 0.2 GBP10,000
6 March 2015 7,500,000 0.215 GBP16,125
9 March 2015 5,000,000 0.215 GBP10,750
25 March 2015 1,500,000 0.21 GBP3,150
8 Trade and other receivables
31 March 31 March
2015 2014
GBP'000 GBP'000
-------------------------------- --------- ---------
Other receivables 19 296
Prepayments and accrued income 12 10
-------------------------------- --------- ---------
31 306
-------------------------------- --------- ---------
9 Trade and other payables
31 March 31 March
2015 2014
GBP'000 GBP'000
------------------------------ --------- ---------
Trade payables 5 10
Corporation tax payable - -
Accruals and deferred income 24 31
------------------------------ --------- ---------
29 41
------------------------------ --------- ---------
10 Share capital
31 March 31 March
2015 2014
GBP'000 GBP'000
-------------------------------------------- --------- ---------
Authorised capital
9,999,520,000 ordinary shares of 0.1 pence
each 10,000 10,000
10,000 10,000
-------------------------------------------- --------- ---------
Allotted, called up and fully paid capital
459,088,020 (2013: 222,087,300) ordinary
shares of 0.1 pence each 459 222
459 222
-------------------------------------------- --------- ---------
Allotments during the period
The Company allotted the following ordinary shares during the
year/period:
31 March 2015
---------------------------------- --------------
Shares in issue at 1 April 2014 222,088,021
Shares issued during the year 236,999,999
---------------------------------- --------------
Shares in issue at 31 March 2015 459,088,020
---------------------------------- --------------
31 March 2014
---------------------------------- --------------
Shares in issue at 1 April 2013 67,679,309
Shares issued during the period 154,408,712
---------------------------------- --------------
Shares in issue at 31 March 2014 222,088,021
---------------------------------- --------------
10 Share capital
On 30 July 2014 the Company issued 20,000,000 new ordinary
shares of 0.1p each for consideration for an investment in Portr at
a price of 0.5p per share, totalling GBP100,000.
On 31 July 2014 the Company issued 7,000,000 new ordinary shares
of 0.1p each to a consultant in lieu of fees. The shares were
issued at a price of 0.5p per share, totalling GBP35,000.
On 2 October 2014 the Company issued 6,000,000 new ordinary
shares of 0.1p each in settlement of certain Directors fees. The
shares were issued at 0.4p each, totalling GBP24,000.
On 13 February 2015 the Company issued 4,000,000 new ordinary
shares of 0.1p each in settlement of certain fees for Mr Antony
Laiker, a Director of the Company. The shares were issued at 0.15p
each, totalling GBP6,000.
On 2 October 2014 the Company placed 200,000,000 new ordinary
shares of 0.1p each. The shares were issued at 0.15p each,
totalling GBP300,000. Mr Antony Laiker, a Director of the Company,
subscribed for 15,000,000 of the placing shares.
11 Cash and cash equivalents
Cash and cash equivalents comprise the following:
31 March 31 March
2015 2014
GBP'000 GBP'000
------------------------------------------ --------- ---------
Cash and cash in bank:
Pound sterling 156 9
Cash and cash equivalents at end of year 156 9
------------------------------------------ --------- ---------
12 Financial instruments
The Company uses various financial instruments which include
cash and cash equivalents and various items such as trade
receivables and trade payables that arise directly from its
operations. The main purpose of these financial instruments is to
raise finance for the Company's operations and manage its working
capital requirements.
The fair values of all financial instruments are considered
equal to their book values. The existence of these financial
instruments exposes the Company to a number of financial risks
which are described in more detail overleaf.
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The main risks arising from the Company financial instruments
are currency risk, credit risk and liquidity risk. The Directors
review and agree the policies for managing each of these risks and
they are summarised overleaf. The Company does not have sales
ledger facility on which interest is charged at a variable rate.
The Directors, therefore, do not consider the Company to be exposed
to material interest rate risk.
Currency risk
There was minimal exposure to foreign exchange fluctuations to
31 March 2015, and as such sensitivity analysis has not been
presented.
Credit risk
This section along with the liquidity risk and capital risk
management sections below also form part of the strategic
report.
The Company's exposure to credit risk is limited to the carrying
amount of financial assets recognised at the balance sheet date, as
summarised below:
31 March 31 March
2015 2014
Classes of financial assets - carrying GBP'000 GBP'000
amounts
----------------------------------------- --------- ---------
Financial assets measured at fair value
through other comprehensive income 1,147 524
Loans and receivables 19 9
----------------------------------------- --------- ---------
1,166 533
----------------------------------------- --------- ---------
The Company's management considers that all of the above
financial assets that are not impaired for each of the reporting
dates under review are of good credit quality.
None of the Company's financial assets are secured by collateral
or other credit enhancements.
The Company is required to report the category of fair value
measurements used in determining the value of its investments, to
be disclosed by the source of its inputs, using a three-level
hierarchy. There have been no transfers between Levels in the fair
value hierarchy.
Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices in active
markets for identical assets. An active market is one in which
transactions occur with sufficient frequency and volume to provide
pricing information on an ongoing basis. The Company has three
investments classified in this category. The aggregate historic
cost of the three investments is GBP199,972 and the fair value as
at 31 March 2015 was GBP127,683, giving rise to a net loss of
GBP72,289 charged to Other Comprehensive Income.
Valued using models with significant observable market
parameters - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted
prices included within Level 1 that are observable for the asset,
either directly or indirectly. The Company has one unquoted
investment classified in this category. The historic cost of this
investment is GBP200,000 and the fair value as at 31 March 2015 was
GBP525,444, giving rise to a gain of GBP325,444 credited to Other
Comprehensive Income. The investment was valued using the
transaction price ascribed to the shares following a placing by the
investee Company in February 2015.
Valued using models with significant unobservable market
parameters - "Level 3"
Inputs to Level 3 fair values are unobservable inputs for the
asset. Unobservable inputs may have been used to measure fair value
to the extent that observable inputs are not available, thereby
allowing for situations in which there is little, if any, market
activity for the asset at the measurement date (or market
information for the inputs to any valuation models). As such,
unobservable inputs reflect the assumptions the Company considers
that market participants would use in pricing the asset. The
Company has four investments that fall into this category.
Liquidity risk
The Company maintains sufficient cash to meet its liquidity
requirements. Management monitors rolling forecasts of the
Company's liquidity on the basis of expected cash flow in
accordance with practice and limits set by the Company. In
addition, the Company's liquidity management policy involves
projecting cash flows and considering the level of liquid assets
necessary to meet these.
Maturity analysis for financial liabilities
31 March 2015 31 March 2014
------------------ ------------------
Within Later Within Later
than than
1 year 1 year 1 year 1 year
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- -------- -------- --------
At amortised cost:
Financial liabilities at
amortised cost 5 - 10 -
Lease commitments provision - - - -
----------------------------- -------- -------- -------- --------
5 - 10 -
----------------------------- -------- -------- -------- --------
Capital risk management
The Company's objectives when managing capital are to safeguard
the Company'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. This is achieved by making investments
commensurate with the level of risk. The Company is performing in
line with the expectations of the Directors.
The Company monitors capital on the basis of the carrying amount
of equity.
The Company policy is to set the amount of capital in proportion
to its overall financing structure, i.e. equity and long-term
loans. The Company manages the capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders, issue new shares or
loan notes, or sell assets to reduce debt.
13 Share-based payments
During the year 12,235,294 options were issued to the Directors
of the Company. The options were issued in two tranches, with
8,235,294 issued on 8 April 2014 and 4,000,000 issued on 2 October
2014. The fair values of the options granted during the year were
determined using the Black Scholes valuation model. The model has
been applied to each issue of options incorporating the share price
prevailing at the time the options were granted.
The model takes into account volatility rates of 74.23% at 8
April 2014 and 95.16% at 2 October 2014, which have been derived
from historical experience. A weighted average risk-free interest
rate of 2.0% has been applied. The share price was 1.5 pence as at
8 April 2014 and 0.325 pence as at 2 October 2014 and the exercise
prices of the options were 0.85 pence and 0.325 pence at 8 April
2014 and 2 October 2014 respectively.
The options are not subject to any performance conditions and
will lapse 7 years from the date of grant. All share options
granted during the year are equity settled.
The amount of remuneration expense in respect of the share
options granted amounts to GBP107,000 (period ended 31 March 2014:
GBPnil).
The inputs to the option pricing model are as follows:
Options Options
granted granted
8 April 2 October
2014 2014
----------------------------------- ---------- ----------
Share price at grant date (pence) 1.50 0.33
Exercise price (pence) 0.85 0.33
Expected life (years) 7 7
Annualised volatility (%) 74.23 95.16
Risk-free interest rate (%) 2.0 2.0
Fair value determined (pence) 1.17 0.26
Number of options granted 8,235,294 4,000,000
------------------------------------ ---------- ----------
There were no share options in existence at the start of the
year. During the year 12,235,294 options were granted, as described
above, and no options were exercised, forfeited or cancelled.
As at 31 March 2015 there were 8,235,294 options in issue with
an exercise price of 0.85 pence and 4,000,000 with an exercise
price of 0.325 pence.
14 Related party transactions
During the period the Company entered into the following related
party transactions. All transactions were made on an arm's length
basis
Ocean Park Developments Limited
Nigel Brent Fitzpatrick, Non-Executive Director, is also a
Director of Ocean Park Developments Limited. During the year the
Company paid GBP21,000 (31 March 2014: GBP12,000) in respect of his
Directors fees to the Company. The balance due to Ocean Park
Developments Limited at the year end was GBPnil (31 March 2014:
GBPnil)
Risk Alliance Insurance Brokers Limited
Nigel Brent Fitzpatrick, Non-Executive Director, is also a
Director of Risk Alliance Insurance Brokers Limited. During the
year the Company paid GBP5,830 (31 March 2014: GBP3,975) in respect
of insurance fees at arm's length, for the Company. The balance due
to Risk Alliance Insurance Brokers Limited at the year end was
GBPnil (31 March 2014: GBPnil)
Widdington Limited
Antony Laiker, Director, is also a Director of Widdington
Limited. During the year the Company paid GBP23,000 (31 March 2014:
GBPnil) in respect of his Directors fees to the Company. The
balance due to Widdington Limited at the year end was GBPnil (31
March 2014: GBPnil).
15 Events after the balance sheet date
Further investment in 3Legs Resources Plc
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