LIMITLESS EARTH
PLC
("Limitless" or
the "Company")
UNAUDITED
HALF-YEARLY RESULTS FOR
THE SIX MONTHS
ENDED 31 JULY
2023
The Company announces its half-yearly
result for the six months to 31 July
2023.
CHIEF EXECUTIVE’S
STATEMENT
Limitless is an investing company that
focuses on making investments in and assisting companies that show
potential to generate returns through capital appreciation.
The directors look to make investments in small companies that have
clear growth strategies and operate in sectors that have long-term
growth prospects and are driven by demographic change.
Examples of such sectors include Cleantech, Life Sciences and
Technology. The Company has four investments, of which further
details are included below.
Saxa Gres S.p.A (“Saxa”) is a turnaround circular
economy company which specialises in using an innovative production
process for porcelain and ceramic stone tiles using recycled urban
waste. It has been very successful in expanding its operations by
competitor acquisition and this has enabled it to satisfy the
increasing demand for its products while attracting valuable
funding from relevant institutional
investors.
Saxa’s main product is Grestone, which it
describes as a ‘ceramic stone’. Grestone is a patented
conglomerate composed of 70% porcelain stoneware and 30% waste from
industrial incinerators, which can cope with high stress and is
targeted for use in urban surfacing and street
design.
Limitless’ investment rational was driven
by the changing behavioural trends of consumers and the attitudes
of businesses and governments towards products with greater social
impact compared to traditional manufacturing. As Saxa has
established a proven production process using waste incinerator ash
amalgamated into high quality tiles, it has proven its strong ESG
credentials. The Company further hopes that Green Public
Procurement, a voluntary European instrument which provides
guidelines and criteria aimed at Europe’s public authorities for
sustainable production and consumption, will help drive European
demand for Saxa’s products through increased requirements to
recognise environmental credentials early in tender
processes. Saxa has seen significant growth in international
demand for its products with the Italian domestic market now only
representing 5-10% of its
orders.
Since our initial investment, Saxa has
expanded its production capacity and continued to innovate
products.
In January
2021 A2A, a major listed Italian utility firm, announced it
had acquired 27.7% of Saxa. This strategic acquisition is of
importance to Saxa and may, in time, create an exit opportunity for
the Company. On making of its acquisition, A2A states, “Saxa as the
first Circular Factory to produce urban paving and tiles using an
innovative ‘end of waste’ process that enables materials, such as
the ash produced by waste-to-energy plants, to be recovered from
the waste cycle and reused to make a new
product.
To date, Limitless has made three
investments in Saxa and, as a result, holds EUR 592,000 of 7 per cent. listed loan notes and
EUR 75,000 of 10 per cent. unlisted
loan notes with an option to acquire approximately 2.38 per cent.
of the equity share capital of Saxa Gres at an exercise price of
EUR 1 per
share.
The Company
announced, on 21 July 2022, that Saxa
Gres had extended the maturity of the bonds held by the Company
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 317
bonds.
In December
2021, the CEO of Saxa Gres stated that whilst the company
had turnover of EUR 50 million in the
six-month period to September 2022,
the rising energy costs had impacted its margins and, despite a
full order book, production would be halted from September until
the end of 2022. The company previously reported that in the first
half of 2022, energy expenditure was EUR 22
million in comparison to EUR 6
million for 2021.
In April 2023,Saxa announced that, in
light of the need to reduce the indebtedness and increase the net
worth of the Group, Saxa Gres it has started to work with
consultants and representatives for the bondholders to help
identify a solution. Any proposal will be presented to
bondholders for their evaluation and, if thought fit,
approval. Once further information is available, we
will update the market and we are optimistic for a positive outcome
but realistic that there is a risk that our investment is further
negatively impacted.
V-Nova Ltd. (“V-Nova”) is a London-headquartered technology company
providing next-generation data compression solutions that address
the ever-growing media processing and delivery challenges. V-Nova
is an IP Software company which has developed an innovative video
and imaging compression technology with broad application from
developed, data-rich economies to emerging markets. V-Nova provides
solutions spanning the entire media delivery chain, including
content production, contribution, storage and distribution to
end-users.
In November
2020, V-Nova announced it had achieved a milestone
achievement in MPEG-5 Part 2 LCEVC (Low Complexity Enhancement
Video Coding) being promoted to MPEG/ISO final draft international
standard. V-Nova co-chaired the standard’s development and
contributed to the foundational technology upon which it is
built. MPEG-5 Part 2 LCEVC is the first internationally
accredited enhancement standard for any existing and future video
compression scheme.
In January
2022, it was announced that V-Nova LCEVC video compression
was selected by
Brazilian SBTVD Forum for Brazil’s Upcoming TV 3.0. The company
anticipates that securing this deal would be very lucrative for it,
generating licensing revenues that may be worth tens of millions in
total over a number of
years.
Since the start of 2023, a series of
public announcements have been made on LCEVC adoption including
companies involved in the video
business
In April
2023, Allegro DVT, a leading provider of video compression
solutions, announced the introduction of their first MPEG-5 Low
Complexity Enhancement Video Coding (LCEVC). As a market leader in
this field, Guido Meardi, V-Nova’s
CEO, commented that Allegro DVT’s product launch represented a
cornerstone towards delivering the first LCEVC decoding solutions
which are key to optimising power consumption and supporting higher
resolutions.
V-Nova claims its LCEVC technology
provides a boost to the compression efficiency of any existing or
future video codec, enabling higher quality compression at up to
40% lower bitrates while improving encoding efficiency and reducing
processing energy demands by up to 75 per cent. The company’s
CEO and co-founder Guido Meardi
believes LCEVC will be adopted by the industry by integration by
device or chipset manufacturers, operating systems, browsers, for
in-house development and encoder or player vendors being LCEVC an
enhancement, rather than a full codec and it is deployable
immediately on both new and existing infrastructure, including
devices that are already in the hands and in the households of
end-users.
The Company’s investment rational for
V-Nova was from its desire to invest into technology related to the
provision and consumption of data. This is a field in which
Limitless considers there will be considerable growth for the
foreseeable future as consumption trends seem to increase faster
than telecoms companies are able to build infrastructure driving
the need for better data compression and
processing.
Limitless invested £500,000 in V-Nova on
18 December 2015 in a convertible
loan note, which was subsequently converted in April 2017 into Series B1 participating shares at
a valuation of V-Nova of c. £80
million.
The Board revalued the investment to match
these new terms and, given the codec standard has been reached, the
Directors are optimistic that the company will be able to swiftly
reach its full market
potential.
Chronix Biomedical, Inc.
(“Chronix”),
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. Chronix’s
cancer test is based on patented technology whereby it can identify
gains and losses in cell free DNA that allow them to determine if a
cancer therapy is working. Similarly, its transplant test allows it
to determine if an organ that is transplanted is being accepted or
rejected by the recipient. This helps inform the physician so as to
alter the immunosuppressive drug regime 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, as
previously advised, independent research. analysts estimated
the net present value of the licensing payments to Chronix over the
life of the agreement to be approximately USD 92 million, subject to a minimum number of
tests being performed each
year.
After announcing a further licensing
agreement with Nasdaq listed Oncocyte (NSDQ:OCX) for Chronix's CNI
monitoring technology (a liquid biopsy test which detects
tumour-derived cell-free DNA in blood samples of patients), in
April 2021 Oncocyte announced that it
completed the acquisition of
Chronix.
Oncocyte stated the acquisition of Chronix
will provide it with a distinct competitive advantage as the first
and only company to potentially offer a continuum of tests, from
patient selection to monitoring the effectiveness of
treatment. The simplicity of the blood sample-based test
allows physicians to quickly and easily monitor
patients.
The acquisition included the intellectual
property and technology for Chronix’s TheraSure™ copy number
instability (CNI) monitoring test for immune therapy monitoring.
Further Oncocyte has acquired intellectual property relating to
organ transplant technology and associated patent portfolio
developed by Chronix.
Oncocyte has stated its intentions to
launch the test for research use only in domestic immunotherapy
clinical trials during the fourth quarter of 2021. Oncocyte expects
the first indication to be for lung cancer before expanding to
other cancer types and the Company awaits further new in this
regard.
In May 2022,
Oncocyte Completed the Validation of TheraSure™ Transplant Monitor
Test allowing for rapid turnaround time to facilitate fast and
accurate post-transplant treatment
decisions
From the Chronix acquisition completed in
April 2021. This announcement made by
the company marks the successful completion of technology transfer
and Oncocyte’s readiness to deploy
TheraSure™.
Limitless’ investment rational for its
investment in Chronix was driven by the Company’s view of
significant growth opportunities in the medical screening sector as
developments in drugs and medical understanding require more
advanced and immediate clinical diagnostics
tools.
Limitless held 0.72 per cent. of Chronix’s
issued share capital on a fully diluted basis. Limitless also
previously announced on 20 September
2019 a further investment of USD 100,000 by way of an unsecured Convertible
Promissory Note ("Note") with an interest rate of six percent per
annum. The merger did not trigger the conversion of the Note, and
the Note has been repaid in full following
Completion.
The agreement provides for Oncocyte to pay
a revenue share on the net collected revenues for certain tests and
services for specific periods, and to pay a combination of cash or
Oncocyte common stock of up to USD 14
million if certain milestones are achieved. Net acquisition
proceeds and any milestone revenue receipts are expected to be
returned to Chronix’s shareholders based on the order of the
investment rounds in which they
invested.
The Board of Limitless continues to wait
for news from the Oncocyte in respect of the quantum of revenues
and with regard to any new applications of Chronix’s
products.
Exogenesis
Corporation is a Boston-based nanotech firm which specialises
in modifying and controlling the surface of objects at a nanoscale
level, through accelerated particle beam processing, to avoid
needing to apply coatings. Application of the company’s
technology can improve the safety and efficacy of implantable
medical devices and improve the performance of optics, glass and a
variety of substrates used in the laser, memory and semiconductor
industries. Exogenesis Corporation is a pre-revenue
business.
Exogenesis Corporation
received 510(k) clearance for the Exogenesis Hernia Mesh, First
Soft Tissue Repair Device with Nano-Modified Surface in October
2019. Since this approval, there has been a limited news flow
with regards further development of this
device.
In October 2020, Exogenesis Corporation announced
that early trials of its Exogenesis Surgical Mask, a protective
nose and mouth covering for healthcare workers and patients,
achieved its primary endpoints of trapping and deactivating
COVID-19 viral particles in simulated real-world exposures.
The Company used its Accelerated Neutral Atom Beam technology to
increase the surface area of fibres allowing for more colloidal
copper to be applied to the mask, increasing the protective
barrier. The company hopes to progress to premarket regulatory
filings soon for this product.
In April 2021, nanoMesh LLC, a subsidiary of
Exogenesis Corporation, announced that it had initiated
First-In-Man implantation of its proprietary soft tissue repair
device and that it expected additional implantations concurrent
with national distribution to
follow.
In August 2021, nanoMesh™ LLC, a subsidiary of
Exogenesis Corporation, and Veteran's Healthcare Supply Solutions
(VHSS) announced a National Distribution Agreement for the
nanoMesh™ Product Line Offering to the Clinical
Community.
In January 2022, a report published by Vantage
Market Research, citing Exogenesis nanoMesh™ product, projected
that the Global Nanotechnology in Medical Devices Market size is
expected to reach USD 1,908 Million
by 2028 with a 12.2% CAGR Growth.
This research pointed out
that improved and more cost-effective medical treatment required by
the elderly people around the world along with rising demand for
cheaper and better healthcare is anticipated to propel market
demand in the long run: “In the developed economies elderly
populations are putting tremendous strains on healthcare systems,
similarly, in the budding economies, the growing population along
with rising middle-class population are creating new demand for
medical treatment. Nanotechnology is playing a crucial role in
overcoming this global challenge for medical
treatment”.
The Board of Limitless recognises
Exogenesis’ technological achievements and, whilst the business has
taken time to bring a product to market, it maintains optimism for
the company’s business model and, in turn, this
investment.
Limitless invested USD 300,000 in May
2016 in Exogenesis Corporation by way of 8 per cent.
convertible senior notes.
In addition to its current portfolio of
investments, the Company has reviewed other new potential
investments during the reporting period, and commenced due
diligence check on these investments, some of which are
ongoing. The Board continues to actively source new
investments.
The Company raised a total
of £155,000 from the issuance of 3,100,000 ordinary shares during
the period for general working capital
purposes.
This announcement contains
inside information for the purposes of Article 7 of EU Regulation
596/2014.
For further
information, please
contact:
Limitless Earth
plc
Guido Contesso - CEO |
+44 7780 700
091
www.limitlessearthplc.com |
|
|
Cairn Financial
Advisers
LLP
Nominated
Adviser
Jo Turner/Sandy
Jamieson |
+44 20 7213
0880
www.cairnfin.com |
|
|
Peterhouse Capital
Limited
Broker
Charles Goodfellow |
+44 20 7469
0930
www.peterhousecap.com |
UNAUDITED INCOME STATEMENT
AND |
|
|
STATEMENT OF COMPREHENSIVE
INCOME |
6 MONTHS ENDED 31 JULY
2023 |
|
|
|
|
|
|
Notes |
Unaudited |
Unaudited |
Audited |
|
|
|
31/07/2023 |
31/07/2022 |
31/01/2023 |
|
Continuing
operations |
£ |
£ |
£ |
|
|
|
|
|
|
|
Investment
Income |
|
- |
- |
- |
|
Total Income |
|
- |
|
- |
|
|
|
|
|
|
|
Administration
expenses |
(87,906) |
(128,679) |
(475,430) |
|
Foreign currency exchange gain/
loss |
|
(22,431) |
66,738 |
- |
|
|
|
|
|
|
|
Operating loss and loss before
taxation |
|
(110,337) |
(61,941) |
(475,430) |
|
|
|
|
|
|
|
Taxation |
|
- |
- |
- |
|
Loss for the
period |
(110,337) |
(61,941) |
(475,430) |
|
|
|
|
|
|
|
Total Comprehensive loss for the
period |
(110,337) |
(61,941) |
(475,430) |
|
|
|
|
|
|
|
Earnings per
share: |
|
|
|
|
|
Basic and diluted loss per
share |
3 |
(0.0017) |
(0.001) |
(0.0073) |
|
|
|
|
|
|
|
|
|
There are no items of other comprehensive
income.
UNAUDITED STATEMENT OF FINANCIAL
POSITION |
|
|
|
|
AS AT 31 JULY
2023 |
|
|
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
31/07/2023 |
31/07/2022 |
31/01/2023 |
|
|
£ |
£ |
£ |
Current
assets |
|
|
|
|
Investments held for
trading |
|
1,128,343 |
1,452,390 |
1,150,774 |
Trade and Other
receivables |
|
5,500 |
18,461 |
16,250 |
Cash |
|
147,931 |
126,386 |
83,894 |
|
|
1,281,774 |
1,597,237 |
1,250,918 |
|
|
|
|
|
Total Assets |
|
1,281,774 |
1,597,237 |
1,250,918 |
|
|
|
|
|
Current
Liabilities |
|
|
|
|
Trade and other
payables |
|
(148,576) |
(91,814) |
(159,284) |
|
|
|
|
|
Net Assets |
|
1,133,198 |
1,505,423 |
1,091,634 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Issued Share
Capital |
|
685,000 |
654,000 |
654,000 |
Share Premium |
|
2,471,530 |
2,350,630 |
2,350,630 |
Retained
Earnings |
|
(2,023,332) |
(1,499,207) |
(1,912,996) |
Total Equity |
|
1,133,198 |
1,505,423 |
1,091,634 |
UNAUDITED CASH FLOW STATEMENT FOR
THE |
|
|
|
6 MONTHS ENDED 31 JULY
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
31/07/2023 |
31/07/2022 |
31/01/2023 |
|
2023 |
2022 |
2023 |
|
£ |
£ |
£ |
Cash flows from operating
activities |
|
|
|
(Loss) for the year before
tax |
(110,337) |
(61,941) |
(475,730) |
Foreign Currency exchange gain/
loss |
22,432 |
(66,738) |
77,406 |
Decrease/ (increase) in
receivables |
10,750 |
(2,731) |
32,940 |
(Decrease)/ increase in
payables |
(10,708) |
21,413 |
(90,621) |
Other items |
|
|
(7,030) |
Net cash outflow from operating
activities |
(87,863) |
(109,997) |
(463,035) |
|
|
|
|
Cash flows from investing
activities |
|
|
|
Sale or (Purchase) of
investments |
- |
140,646 |
140,646 |
Fair value revaluation of
Investment |
- |
- |
310,546 |
Net cash outflow from investing
activities |
- |
140,646 |
451,192 |
|
|
|
|
Cashflows from financing
activities Gross proceeds from issue of
shares |
155,000 |
- |
- |
Net cashflows from financing
activities |
(3,100) |
- |
- |
Net cashflows from financing
activities |
151,900 |
- |
- |
Net decrease in cash and cash equivalents during the
year |
64,037 |
30,649 |
(11,843) |
|
|
|
|
Cash at the beginning of
year |
83,894 |
95,737 |
95,737 |
|
|
|
|
Cash and cash equivalents at the end of the
year |
147,931 |
126,386 |
83,894 |
Unaudited Statement of Changes in Shareholders’
Equity |
|
|
|
for the period ended 31 July
2023 |
|
|
|
|
|
Share capital |
Share premium |
Retained
earnings |
Total |
|
£ |
£ |
£ |
£ |
|
|
|
|
|
Audited Changes in Equity for the period ended 31
January 2022 |
654,000 |
2,350,630 |
(1,437,266) |
1,567,364 |
|
|
|
|
|
Comprehensive loss for the
period |
|
|
(475,730) |
(475,730) |
Audited Changes in Equity for the period ended 31
January 2023 |
654,000 |
2,350,630 |
(1,912,996) |
1,091,634 |
|
|
|
|
|
Comprehensive loss for the
period |
|
|
(110,337) |
(61,941) |
Share Issues |
31,000 |
124,000 |
|
155,000 |
Share issue
cost |
|
(3,100) |
|
(3,100) |
Transactions with owners recognised directly in
equity |
31,000 |
120,900 |
|
151,900 |
Unaudited Changes in Equity for the period ended 31
July 2023 |
685,000 |
2,471,530 |
(2,023,332) |
1,133,198 |
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE 6 MONTHS ENDED 31 JULY
2022
-
General
Information
Limitless Earth plc is a company incorporated and
domiciled in England and
Wales. The Company’s ordinary
shares are traded 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 principal activity of the Company is that of an
investing company pursuing a strategy that focuses on making
investments in and assisting companies which exhibit the potential
to generate returns of many multiples through capital
appreciation. Typically, Limitless invests in small companies
where there are clear catalysts for value appreciation and the
companies are operating in sectors exhibiting long term growth
linked to demographic
change.
-
Accounting
policies
The principal accounting policies have all been
applied consistently throughout the period covered and have not
changed since being reported on in the financial statements for the
year ended 31 January
2023.
Basis of
preparation
The interim financial
information set out above does not constitute statutory accounts
within the meaning of the Companies Act 2006. It has been prepared
on a going concern basis in accordance with the recognition and
measurement criteria of International Financial Reporting Standards
(IFRS) as adopted by the European
Union.
The financial statements
have been prepared under the historical cost
convention.
The interim financial
information for the six months ended 31 July
2023 has not been reviewed or audited. The interim financial
report has been approved by the Board on 30th October
2023.
-
Loss per
share
The basic earnings per share is calculated by
dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the
period. Diluted earnings per share is computed using the same
weighted average number of shares during the period adjusted for
the dilutive effect of share warrants and convertible loans
outstanding during the
period.
|
Unaudited |
Unaudited |
Audited |
|
31/07/2023 |
31/07/2022 |
31/01/2023 |
|
|
|
|
Loss from continuing operations attributable to
equity holders of the
company |
(110,337) |
(61,941) |
(475.730) |
Weighted average number of ordinary shares in
issue |
65,433,973 |
65,400,000 |
65,400,000 |
|
Pence |
Pence |
Pence |
Basic and fully diluted loss per share from
continuing operations
(Pence) |
(0.0017) |
(0.001) |
(0.0073) |
-
Copies of the half-yearly
report
Copies of the interim results are available at the
Group´s website at: www.limitlessearthplc.com.
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.
-
Subsequent events after the reporting
period
None
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