TIDMLME
26 July 2022
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Final Results for the year to 31 January 2022
The Company announces its final results for the year to 31 January 2022.
The Annual Report and Accounts for the year ended 31 January 2022 will shortly
be posted to shareholders and uploaded to the Company's website,
www.limitlessearthplc.com.
This announcement contains inside information for the purposes of UK Market
Abuse Regulation. The Directors of the Company take responsibility for this
announcement.
For further information, please contact:
Limitless Earth plc +44 (0)
7780 700 091
Guido Contesso www.limitlessearthplc.com
Cairn Financial Advisers LLP +44 (0) 20 7213
0880
Nominated Adviser
www.cairnfin.com
Jo Turner/Sandy Jamieson
Peterhouse Capital Limited +44 (0) 20
7469 0930
Broker
www.pcorpfin.com
Peter Greensmith/Charles Goodfellow
Chairman's Statement
The Company continues to focus on investing in opportunities highlighted by
demographic trends. This investing strategy has governed the selection of our
existing investments including cleantech (Saxa Gres), life sciences (Chronix)
and technology (V-Nova and Exogenesis).
The board is aware of the importance of making the right investment in the
right sector at the right time and has and will only consider investing in
opportunities that fit into its investing policy. In recent years, the board
has elected to make follow-on investments into its investee companies rather
than source new investment opportunities, but it continues to review and
consider investment opportunities and will only invest in the best of those
reviewed. The board further recognises the importance of seeing an exit from
these investments at the right time and it keeps the investment portfolio under
continuous review.
The Company has cash and cash equivalents at the reporting date of £95,737,
which the board considers is sufficient for its operations for the financial
year ahead and the board will look to exit investments when the conditions are
supportive.
The Company's investing policy is to principally invest in sectors where
changing demographic factors are important drivers of growth, and these
investments may be in either quoted or unquoted securities made directly or
indirectly in partnerships or joint ventures or into individual assets and can
be at any stage of development. To date, the board has made direct investments
in opportunities where other investors may or may not participate. Given the
unprecedented changes in recent years and market volatility brought about by
significant factors such as Brexit and the COVID pandemic, the board considers
it likely that it will focus on co-investment opportunities from management's
extensive, high-level contacts in the areas of family wealth and asset wealth
management. It is expected this will assist in providing greater liquidity to
exit and access to follow-on funding for the investee company in the event it
is required, helping the board better manage its exposure to risk and
divestment.
The investments made to date are in the form of equity to convertible loans and
all investments are valued £1,524,560 at fair value. To determine the fair
value of each investment, the directors have reviewed all the information
received from each investee company and also from publicly available
information on the internet and whilst all of the information available is all
positive there is insufficient information to demonstrate that the fair value
is anything other than cost as a result of a lack of other inputs or evidence
to suggest an uplift or impairment of the value.
The investments are:
Saxa Gres S.p.A, a turn-around circular economy company which specialises in an
innovative tile production process, has been successful in expanding its
operations by competitor acquisitions and this has enabled it to satisfy the
increasing demands for its products while attracting valuable funding from
relevant institutional investors.
The Board considers Saxa's founders, management and professionals have
demonstrated outstanding achievements in terms of the development of its
operations, sales, product expansion and integration of its acquisitions.
Further, during the reporting period, A2A S.p.A, a ?4 billion listed company,
took a holding in this investment of 27.7% and as a relevant industrial
partner, the Board is optimistic that they could help to expand and solidify
Saxa Gres' successful business model.
The global gas price spike started from last year and is still exacerbated by
the current relevant market disruptions. Saxa Gres' operations are dependent
on gas for production and, post period, Saxa has sought to, and had approved,
restructure the terms of its bonds. As a result, the spread in the market
value of the bonds has increased. Whilst the Board remains optimistic that this
will correct itself, it has also sought to divest of part of the Company's
holding of bond, but it maintains its equity participation option in full.
V-Nova International Ltd. is a London-headquartered technology company
providing next-generation compression solutions that address the ever-growing
media processing and delivery challenges. V-Nova, as an IP software company,
has developed an innovative video and imaging compression technology, with a
valid proof of revenues and concept also in relevant emerging markets
countries.
V-Nova's LCEVC (Low Complexity Enhancement Video Coding) is the industry's
first highly optimised implementation of MPEG-5 Part 2 LCEVC, the
codec-agnostic ISO/IEC enhancement standard capable of providing higher quality
at up to 40% lower bitrates than codecs used natively. Its unique
low-complexity design can allow for immediately accelerated encoding by up to 4
times compared to other commonly used codecs via a simple software upgrade,
producing significant transcoding cost efficiencies.
V-Nova's management has helped ensure that the company's technology is becoming
an integrated world standard.
Following a fundraising round in 2021, raising ?33 million in total, a relevant
investor company publicly declared they invested in V-Nova because it has all
the right components to soon establish itself on the market as a tech leader
alongside top global players.
Technical validation of V-Nova's offering continues and, in the first quarter
of 2022, the V-Nova MPEG-5 LCEVC has been selected for the video enhancement
codec layer of Brazil's next generation broadcast system.
Brazil's Digital Terrestrial Television System Forum (SBTVD Forum) has been
working on its next-generation broadcast/broadband solution for a while and
after extensive and rigorous testing followed by agreement by the Brazilian
Ministry of Communication, Brazil's SBTVD announced the selection of
technologies that will be adopted as part of the TV3.0 Project which
incorporates V-Nova's MPEG-5 LCEVC codec, the only multilayer enhancement video
codec selected.
Due to the exponential video consumption growth, it materially increases the
energy savings in the near future like direct server electricity consumption,
it assists in reducing hardware replacement rates or providing greater reach to
using with older technology and it drives indirect savings in areas including
manufacturing costs, cooling, content transmission (CDN), storage and caching
and end user decoding.
The Company is optimistic that V-Nova has reached a stage of development where
it will be able to exploit its years of hard work and, importantly, value the
investments in it as it progresses towards reaching profitability and expanding
V-Nova's patented capabilities in as many verticals as possible.
Guido Meardi, CEO and Co-Founder, V-Nova said they are looking forward to
replicating this model elsewhere,"
Chronix Biomedical, inc. is a privately-owned biotech company founded in 1997
which specialises in simple blood tests (liquid biopsies) for real-time
monitoring of the effectiveness of cancer drugs, including immunotherapies, and
rejection of transplanted organs. The cancer test is based on a patented
technology whereby Chronix can identify gains and losses in cell free DNA that
allow them to determine if a cancer therapy is working. The transplant test
allows Chronix Company to determine if the organ that is transplanted is being
accepted or rejected, and thereby allows the physician to alter the
immunosuppressive drug regimen given to the patient.
In June 2018, Chronix signed its first commercial agreement with a large
EU-based lab group, which already processes more than 150,000 laboratory
samples daily, providing an exclusive licence for Germany, Austria, Switzerland
and Belgium. The contract is for 15 years, and independent research analysts
have estimated the net present value of the licensing payments to Chronix over
the life of the agreement to be approximately $92 million.
In April 2021 Oncocyte, a listed Nasdaq Company specialised as a precision
diagnostics company with the mission to improve patient outcomes by providing
personalised insights that inform critical decisions throughout the patient
care journey, bought Chronix Biomedical allowing them to use their network to
distribute Chronix's products. As part of the terms of the acquisition,
Chronix's shareholders received rights to future revenues on Chronix's products
sold.
In Q2 2022 Oncocyte announced that it has completed development of its
proprietary TheraSureT Transplant Monitoring test for liver transplant
patients, marking the successful completion of Chronix technology transfer.
Oncocyte's readiness to deploy TheraSure following the Company's acquisition of
Chronix Biomedical and Oncocyte announcement marks the first product to be
launched clinically from Chronix acquisition completed in April 2021.
The company is working with the Equity holder Representative to receive sharing
Sales revenue news on the potential recovering of the investment and eventual
future revenues from the sale of Oncocyte Chronix products on which the company
holds rights.
Oncocyte-Chronix's impact investment angle: Chronix's tests provide the
opportunity for patients and healthcare provides to avoid billions of pounds of
diagnostic surgery costs, for patients to avoid invasive surgery, healthcare
provides to reduce demand on resources. Chronix's products provide for cost
effective, surgery free treatment monitoring which could lead to more effective
care and treatments, saving money and lives.
Exogenesis Corporation Headquartered Massachusetts, USA, Exogenesis is a
private, venture-capital-backed company that has developed and is
commercialising a proprietary technology to modify and control surfaces without
applying a coating or creating sub-surface damage. Exogenesis is
commercialising a platform technology, NanoAccelT, using Accelerated Neutral
Atom Beam (ANAB) and Gas Cluster Ion Beam (GCIB) technologies that modify and
control surfaces of materials at a nanoscale level. The company's proprietary
technologies are used for surface modification and control in a broad range of
biomedical, optical and semiconductor applications.
On Mid 2021, nanoMeshT LLC, a subsidiary of Exogenesis Corporation, announced
the formation of a Medical Advisory Board supporting the commercial launch of
the nanoMeshT product line indicated for the repair of abdominal wall hernias
and abdominal wall deficiencies that require the addition of reinforcing
material to obtain the desired surgical result.
nanoMeshT is commercially available in the US and possesses a unique
nanometre-level surface texture, via the application of Accelerated Neutral
Atom Beam (ANAB) technology during manufacturing.
Although the Board are optimistic and recognise Exogenesis' technological
achievements, the investment is pre revenue and we look forward to further news
on all the verticals and the nanoMeshT product sales.
Exogenesis 'impact investment angle: its technology can modify materials in
order to alter their behaviour or effectiveness or change their chemical and/or
physical properties to replicate other, more expensive materials.
It is the intention of the board to seek to exit the current investments when
conditions provide for a successful exit, in order to provide funds for
reinvestment. The board looks forward to updating shareholders with any
progress in the year ahead.
Guido Contesso
Chief Executive Officer
22 July 2022
Income Statement and Statement of Comprehensive Income
for the year ended 31 January 2022
Year ended Year ended
31 January 31 January
2022 2021
Continuing operations £ £
Investment income 22,426 27,583
Total income 22,426 27,583
Administrative expenses (434,505) (78,076)
Operating loss and Loss before (412,079) (50,493)
taxation
Taxation - -
Loss for the year (412,079) (50,493)
Total comprehensive loss for the year (412,079) (50,493)
Earnings per share:
Basic and diluted earnings per share (0.00630) (0.00077)
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2022
2022 2021
£ £
Non-current assets
Financial asset investments at fair 1,524,560 1,874,083
value through profit and loss
Non-current assets 1,524,560 1,874,083
Current assets
Trade and other receivables 15,730 41,749
Cash and cash equivalents 95,737 157,310
Current assets 111,467 199,059
Current liabilities
Trade and other payables (68,663) (93,699)
Current liabilities (68,663) (93,699)
Net Assets 1,567,364 1,979,443
Equity
Issued Share Capital 654,000 654,000
Share Premium 2,350,630 2,350,630
Retained Earnings (1,437,266) (1,025,187)
Total Equity 1,567,364 1,979,443
Statement of Changes in Equity
for the year ended 31 January 2022
Share Share Share Retained Total
capital premium warrant earnings
reserve
£ £ £ £ £
At 31 January 2020 654,000 2,350,630 - (974,694) 2,029,936
Total comprehensive loss - - - (50,493) (50,493)
for the year
At 31 January 2021 654,000 2,350,630 - (1,025,187) 1,979,443
Total comprehensive loss - - - (412,079) (412,079)
for the year
At 31 January 2022 654,000 2,350,630 - (1,437.266) 1,567,364
Statement of Cash Flows
for the year ended 31 January 2022
Year ended Year ended
31-Jan 31-Jan
2022 2021
£ £
Cash flows from operating activities
Loss for the year before tax (412,079) (50,493)
Investment income (22,426) (27,583)
Foreign currency exchange gain/loss 24,348 (6,103)
(Increase)/decrease in receivables 26,019 35,409
Increase in payables (25,036) 20,245
Net cash outflow from operating (409,174) (28,522)
activities
Cash flows from investing activities
Investment income received net 22,426 27,583
Fair value revaluation of Investment 227,820 (100,000)
Sale or (Purchase) of investments 97,357 (4,594)
Net cash outflow from investing 347,603 (77,011)
activities
Net decrease in cash and cash (61,571) (105,533)
equivalents during the year
Cash at the beginning of year 157,308 262,844
Cash and cash equivalents at the end 95,737 157,310
of the year
Notes
1.General information
Limitless Earth Plc is a company incorporated and domiciled in the United
Kingdom. The Company is a public limited company, which is listed on the AIM
market of the London Stock Exchange. The address of the registered office is
Suite 2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4
9EB.
The Investing Policy is to invest principally, but not exclusively, in sectors
where changing demographic factors are important drivers of growth. The Company
intends to focus initially on projects located in Europe but will also consider
investments in other geographical regions. The Company may become an active
investor, acquire controlling stakes or minority positions, in each case, as
the Board considers appropriate and commercial.
The financial statements are presented in Pounds Sterling, which is the
Company's functional and presentational currency.
2.Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial
statements are set out below. The policies have been consistently applied
throughout the period, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs) and IFRIC interpretations and with
Companies Act 2006 applicable to companies reporting under IFRSs. The
financial statements have also been prepared under the historical cost
convention, as modified by the revaluation of financial assets at fair value
through profit or loss.
The preparation of financial statements in conformity with IFRSs requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed later in these accounting policies.
Going Concern
At the reporting date the Company had cash resources of £95,737 and the
Directors have prepared cash forecasts that show that, at the time of approving
the financial statements, the Company has adequate resources to continue in
existence for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting in preparing the financial statements.
3.Financial Asset Investments
2022 2021
£ £
On 1 February 1,874,083 1,763,386
Cost of investment purchases - 4,594
Sale proceeds from investments (97,356) -
Foreign currency exchange gain/(loss) (24,347 6,103
Fair value revaluation (227,820) 100,000
31 January - Investments at fair value 1,524,560 1,874,083
Categorised as:
Level 3 - Unquoted investments 1,524,560 1,874,083
1,524,560 1,874,083
The valuation model adopted by management is explained in Note 3, Critical
accounting judgements and estimations and is applicable to each of the
investments listed below:
Chronix Biomedical Inc ("Chronix")
On 8 October 2015 the Company made an investment in Chronix of US$500,000
(approximately £329,511) in the series I round of convertible preference stock
("Series I Stock") at a price of US$0.40 per share. On a fully diluted basis,
considering all classes of common and preference stock in issue, at the date of
investment, Limitless' investment represented 0.72% of Chronix's issued share
capital and values Chronix at approximately US$69 million.
On 20 September 2019, the company announced that it made a further investment
of $100,000 (£81,526) in form of a promissory note.
On 19th Match 2021, the company announced that Chronix had entered into an
agreement t with Oncocyte Corporation Inc. ("Oncocyte"), a listed US based
molecular diagnostics company, for its acquisition for cash, equity and a
future revenue share consideration on Chronix products from now on using the
Oncocyte distribution channels.
On 20th April 2021 and after the financial year, Chronix repaid $109,460.09
which comprises of the $100,000 promissory note interest.
On 29th June 2022 the Chronix Equity Representative receiving Chronix products
sales updated from Oncocyte, estimated a possibility to receive a first cash
flow within one year (potentially up to the 50% on the investment) if the
current sales track were maintained The future cash flows will be received
yearly in a time period from 7 to 10 years depending by each type of Chronix
product and the countries in which Oncocyte distribution channels sell them,
The future cash flows will be received yearly in a time period for 7 to 10
years.
V Nova International Ltd ("V-Nova")
On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova,
a company that specialises in Advanced Signal & Data Compression Solutions. The
investment was through the acquisition of £500,000 worth of Convertible loan
notes. On 4 April 2017, these notes were converted into 7,284,382 Series B1
Participating shares at a 20% discount to the preferential valuation of V-Nova
at the time, of £100 million.
On 30 October 2020, V-Nova raised £16,810,410 on a series C1 funding round and
the company settled unconverted loan not holders with £8,556,144 cash. V Nova
raised further £5,661,027 in December 2020.
On 16 June 2022, V-NOVA finalized a fund raising of £27,014,336. at £0.09 with
Limitless Earth holding 7,284,382 Shares.
Saxa Gres S.A ("Saxa")
On 23 December 2015, the Company invested ?350,000 (approximately £258,830) in
Saxa. As a first-round subscriber, Limitless has also been granted an option
to acquire 1.1655 per cent. of the equity in Saxa at nominal value with the
intention that, once the bonds have been repaid, Limitless will be able to
maintain an interest in Saxa of approximate value to the bond investment.
On 21 March 2017, Limitless announced that it had increased its investment in
Saxa Gres by acquiring a further 267 Notes for a value of ?267,000. These Notes
were also accompanied by options to acquire shares in Saxa Gres, in this case
to acquire another 1.333% of its equity share capital with each option having
an exercise price of ?1. In total, Limitless has options to acquire
approximately 2.5% of the equity share capital of Saxa Gres at an exercise
price of ?1 per share.
On 16 November 2017, the Company announced that it had made a further
investment in Saxa Gres S.p.A. of approximately EUR ?75,000 in form of a loan.
Saxa Gres was raising funds, via an increase in its share capital, in order to
invest in a new production line, it required to meet a significant increase in
orders. Limitless participated alongside two sizable credit funds in order to
maintain its interest in Saxa Gres.
On 19 January 2021, the Company announced that a recent investor in Saxa Gres,
was A2A S.p.A., a ?4 billion listed company, as a Saxa Gres shareholder (27.7%)
and as a relevant industrial partner which could help to expand and solidify
Saxa Gres' successful business model.
At the request of Saxa Gres in order for it to gain better access bank
financing to further its investment plans, the Board of LME, together with 96%
of the existing 2023 bond holders, agreed to exchange its 617 Saxa Gres bond
notes with maturity in 2023 into a similar amount of Saxa Gres notes of 7 per
cent. with maturity in 2026.
On 29th July 2021, the Company entered into an agreement with an FCA regulated
broker to dispose 30 Saxa Bonds ISIN: IT0005418436 (for a nominal value of ?
29,131.73 net of a 3.5% commission).
On 19th July 2022, the Company entered into an agreement with an FCA regulated
broker to dispose EUR 275,000 Saxa Bonds ISIN: IT0005418436 (for a nominal
value of ?165,000 net of commission). The board have provided a fair value
reduction of EUR 227,820 on the carrying value in Saxa Gres investment at
31.1.2022.
Exogenesis.
On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology
company which has developed nanoscale surface modification technology to, inter
alia, improve the safety and efficacy of implantable medical devices and is
being used to develop next generation microscopy tools for DNA analysis.
The Company invested US$300,000 (approximately £200,000) in the Exogenesis
senior convertible notes which accrued an 8 % annual interest ("Notes"). The
Notes, together with accrued interest, are convertible into Exogenesis series B
preferred stock at a price of US$0.382 per share or, at the option of
Limitless, into Exogenesis series C preferred stock at a 20 % discount to the
issue price at the time of the next financing.
On 9 June 2017, the Company extended the maturity date of the loan notes to 31
December 2017 from 30 June 2017 and lowered the conversion threshold amount to
$2,500,000. Upon the cash financing being achieved and the maturity date being
reached, the notes were then converted into series B preferred stock at the
agreed price.
The table of investments sets out the fair value measurements using the IFRS 7
fair value hierarchy. Categorisation within the hierarchy has been determined
on the basis of the lowest level of input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets.
Level 2 - valued by reference to valuation techniques using observable inputs
other than quoted prices included within Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are not
based on observable market data.
The valuation techniques used by the Company are explained in the accounting
policy note, "Financial asset investments".
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement of financial assets:
2022 2021
£ £
Brought forward 1,874,083 1,763,386
Purchases - 4,594
Sale proceeds from investments (97,356)
Foreign currency exchange gain /(loss) (24,347) 6,103
Fair value revaluation (227,820) 100,000
Carried forward 1,524,560 1,874,083
4.Earnings Per Share
(a) Basic
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of ordinary shares
in issue during the period.
2022 2021
£ £
Loss from continuing operations attributable to equity (412,079) (50,493)
holders of the company
Weighted average number of ordinary shares in issue 65,400,000 65,400,000
Pence Pence
Basic earnings per share from continuing operations (0.00630) (0.00077)
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. There were no potentially dilutive instruments
outstanding at 31 January 2022.
5.Post Year End Events
On 21 July 2022, the company announced that Saxa Gres had extended the maturity
of the Bonds from 2026 to 2027 and agreed that it would pay coupons conditional
on certain revenue targets being met and linked to the sale of non-core assets.
As a result of this restructuring, the Company decided to reduce its holding in
the Bonds and sold 275 Bonds for a total consideration of EUR 165,000.
Following the sale, the Company continues to hold Bonds with a face value of
EUR 317,000. The proceeds of the sale will be used for general working capital
purposes.
FORWARD LOOKING STATEMENTS
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,'
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These statements are not a
guarantee of future performance and are subject to known and unknown risks,
uncertainties, and other factors, some of which are beyond the Company's
control, are difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the forward-looking
statements. The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking statements, which
reflect the view of the Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to events as
of the date on which the statements are made. The Company will not undertake
any obligation to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or unanticipated
events occurring after the date of this announcement except as required by law
or by any appropriate regulatory authority.
END
(END) Dow Jones Newswires
July 26, 2022 02:00 ET (06:00 GMT)
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