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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Fastforward Innovations Limited | LSE:FFWD | London | Ordinary Share | GG00BRK9BQ81 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 8.25 | 8.00 | 8.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMFFWD
RNS Number : 4028S
FastForward Innovations Limited
20 December 2016
20 December 2016
FastForward Innovations Limited
("FastForward" or the "Company")
Unaudited Half-yearly results
For the Six months ended 30 September 2016
Highlights
-- Net assets per share at 30 September 2016 of 7.92p (31 March 2016: 7.85p).
-- The Company has completed two investments during the period. Further details of these investments are set out at the Company's website and in the Co-Chairman's Statement in this report.
-- Norbert Teufelberger became a consultant to the Company. -- Josh Epstein was appointed as a partner and Company Secretary.
Co-Chairman's Statement
We are pleased to present the unaudited condensed half-yearly report and financial statements of FastForward Innovations Limited (the "Company" or "FastForward") for the six-month period ended 30 September 2016.
Lorne Abony has travelled extensively over the last six months both evaluating potential new investment projects and providing value adding support to the management of companies within our existing portfolio. Lorne has also started to build a team around him which both enhances our deal flow, improves our due diligence process and ensures that we can complete transactions expeditiously. Norbert Teufelberger who became a consultant to the Company during the period, brings his considerable knowledge and experience particularly in the gaming sector while Josh Epstein who was appointed as a partner and Company Secretary significantly strengthens our ability to analyse and implement our investment goals.
Results
The net assets of the Company at 30 September 2016 were GBP10,614,000 (30 September 2015: GBP1,079,000, 31 March 2016: GBP10,270,000), equal to net assets of 7.92p per Ordinary Share (30 September 2015: 2.57p per Ordinary Share, 31 March 2016: 7.85p per Ordinary Share).
Changes during the period
In June we took the decision to appoint Peel Hunt LLP as our Nominated Adviser. The team at Peel Hunt has engaged enthusiastically with our business philosophy and we appreciate the care and advice they bring to our new relationship. Also Vistra Fund Services (Guernsey) has taken over accounting and registered office services to the Company, while Josh Epstein became Company Secretary. As a result of the changes the registered office of the Company is now 11 New Street, St Peter Port, Guernsey, GY1 2PF.
Post period end
On 17 November 2016 Bryan Smith (Non-Executive Director) resigned as a Director of the Company. We would both like to record our thanks to Bryan for being a wise and independent voice on many of the investment decisions taken over the last 18 months and we wish him well in whatever new projects he undertakes.
Investments
Since the approval of the 31 March 2016 audited financial statements the Company has completed two new investments. Further details of these investments are set out in the Chief Executive's report at the Company's website www.fstfwd.co.
Outlook
We remain confident that the Investing Policy is enabling the Company to take advantage of exciting investment opportunities in the technology and life science sectors. We believe that, through our broad range of contacts and expertise, we can continue to identify various opportunities and determine quickly which opportunities could be viable and progress quickly to formal due diligence. So far, we have acted methodically but speedily to acquire the current investments which we believe have and are demonstrating their potential. We will continue to identify viable opportunities through our comprehensive and thorough review process, and we are optimistic of developing a strong portfolio of investments with significant value.
Stephen Dattels Jim Mellon
20 December 2016
Enquires
FastForward Innovations Limited +44 (0) 1481 726034
Lorne Abony / Ian Burns / Josh Epstein
Peel Hunt LLP Tel: +44 (0)20 7418 8900
Dan Webster / Adrian Trimmings / George Sellar
A copy of the half-yearly financial statements will shortly be available for inspection on the Company's website:www.fstfwd.co. Copies can be obtained in hard copy form free of charge, from the Company Secretary, 11New Street, St Peter Port, Guernsey, GY1 2PF
REPORT OF THE CHIEF EXECUTIVE OFFICER
Introduction
When I last reported to shareholders I stated: "I believe that attractive investment returns can be generated from investing in emerging technologies that will shape the future." While our prior period saw us make a much larger volume of transactions, in this most recent period, we made our single largest investment, and saw much of our portfolio grow. I'm pleased to be updating you all on our progress, and shining some light into our strategy and execution. Our near-term growth gives me tremendous confidence that we are creating a portfolio, with the potential to generate significant, long-term shareholder returns.
Strategy
Our strategy is to invest in visionary entrepreneurs developing innovative technologies that have the potential of being massively innovative. Today's industries are changing constantly; technological innovation is creating growth like we've never before seen in history. While our focus early-on has been to concentrate on early-stage technology companies, we continue to research and assess other industries, where the potential for hyper-growth exists and where our capital and expertise can be leveraged, to provide us with an above-average opportunity for successful returns.
In the period we have invested in two companies (Leap Gaming and Moon Active) both of whom have developed and use next-generation technologies to create exciting products for the gaming space. To date, Leap has done a fantastic job of growing the footprint of their technology platform, namely through their Virtual Sports product(s), which we believe will yield quite significant results on an on-going basis. Moon Active, have delivered outstanding results and growth, and are leveraging their learning's to grow even more rapidly and efficiently.
We have devoted a substantial amount of time this year to supporting our current investee's businesses. We work closely with the CEO's to support them in their growth. As investors, its not only our duty to invest in companies, its our duty to ensure that our investments fetch the type of returns we owe to shareholders. Furthermore, as I stated previously, we've spent a great deal of time working to help crystallize the value of our existing investments, at valuations well in excess of our original investments. I believe the results of this work will be forthcoming and I look forward to updating you all when possible.
Performance and valuation
The Company's Net Asset Value ("NAV") per share stands at 7.92p per share compared to 7.57p at 31 March 2016. Our share price moved from 15.38p per share at 31 March 2016 to 11.98p per share at 30 September 2016, and we have consistently traded at a premium to NAV. In my view, this reflects that our shareholders understand the potential locked up in the Company.
The portfolio of investments is entirely comprised of unquoted start-up companies, all of which have been acquired during the year. Initially we have deemed the fair value of the investments to be the cost of acquisition unless there is an event or factor, as defined under accounting standards, which causes the Directors to consider that another measure of fair value should be used.
Portfolio
The table below lists the Company's holdings as at 30 September 2016. It details the stake that those positions represent in the investee companies.
Hot Features
Premium
Holding Share Class Category Country of Number of Valuation Percentage
incorporation shares held at 30-Sept-16 of investee
at 30-Sept-16 equity held
('000)
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Fralis LLC
( Leap Gaming) Units Gaming Nevis 970 2,700 41.15%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Intensity
Therapeutics, Series A Biotech/
Inc Preferred Healthcare USA 250,000 386 2.11%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Moon Active
Ltd. Ordinary Gaming Israel 21,949 386 5.9%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
The Diabetic
Boot Company Biotech/
Limited Ordinary Healthcare England 25,978 347 4.86%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
SatoshiPay Blockchain
Limited Ordinary Tech England 1,471 138 10.00%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Blockchain
Factom, Inc Series Seed Tech USA 400,000 551 3.70%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Pref Series
Vemo Education, Seed-1 Pref
Inc Series Seed-2 Edtech USA 527,059 810 5.38%
1,000,000
------------------------------------------------------------------ --------------- --------------- -------------
Series Seed Media
Yooya Media Preferred and Content BVI 27,255 1,466 15.00%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Vested Finance, Series Seed-1
Inc Preferred Edtech USA 1,078,035 1,311 12.34%
----------------- ---------------- -------------- ---------------- --------------- --------------- -------------
Total investments
value 8,095
--------------------------------------------------------------------- --------------- --------------- -------------
Cash, prepayments
and net accruals 2,519
--------------------------------------------------------------------- --------------- --------------- -------------
Net asset GBP10,614
value
--------------------------------------------------------------------- --------------- --------------- -------------
Investee companies
Fralis LLC (trading as Leap Gaming)
Leap Gaming, which was acquired during the period, is a developer and provider of 3D gaming technology and products with a focus on virtual sports and casino. Leap Gaming partners with top-tier online and land-based gaming companies to provide advanced gaming products for end-users. Leap Gaming's next generation technology has the potential to completely re-define the gaming and sports markets as we know them. Just before the period end Leap Gaming announced the finalisation of partnership agreements with three strategic partners which validate their product and business model to the wider industry and to consumers. With a steady pipeline of future partnerships and new customers, I believe Leap Gaming will continue growing aggressively.
Intensity Therapeutics
Intensity Therapeutics is a product development biotechnology company whose mission is to greatly extend the lives of patients with cancer. Intensity Therapeutics is using its proprietary DfuseRxSM platform technology to create novel immune-based therapeutic products for a new and emerging field of cancer treatment known as in situ vaccination. Intensity Therapeutics has made progress towards initiating clinical studies having manufactured the clinical supplies and made regulatory filings with the US FDA and Health Canada. It has also contracted with two academic hospitals (one in the US and one in Canada) to enrol patients into their study.
Moon Active
Moon Active, which we invested into during the period, aims to become a leader in the market of casual social games. Utilizing next-generation technology and hybrid game mechanics, they are able to create uniquely personalized experiences for their users. Moon Active develops games for iOS and Android devices as well as for the Facebook platform. Moon Active was founded in 2011 and is headquartered in Tel Aviv. Moon Active's flagship game, Coin Master, nearly doubled revenue since the previous quarter and is expected to continue its growth.
The Diabetic Boot Company ("DBC")
DBC, which trades under the name "Pulseflow", has developed a new form of diabetic friendly footwear with integrated offloading capabilities and the patented Pulseflow technology which aids in the promotion of blood flow and improved circulation in one product. In April 2016 DBC raised additional capital from, among others Regent Pacific Group Limited. This additional capital was dependent on DBC achieving certain milestones which it has not. On 6 October 2016, Life Science Development Limited ("Life"), a company listed on the AIM market and in which Jim Mellon is a director and has a 44% shareholding, announced that it had entered into a non-binding term sheet to acquire 100% of DBC for new shares in Life. DBC has successfully obtained short term debt finance and a convertible security in which Fast Forward did not participate
It is disappointing that DBC has missed key milestones and to see the value of the company not increase as expected. The major challenge to the DBC board is to successfully navigate its current funding issues, which are reflected in the value attributed to the investment in these financial statements, but if they can I believe that Pulseflow will be a successful product, providing an effective treatment to thousands of diabetes sufferers who might otherwise face amputation or more dire consequences.
SatoshiPay Limited
SatoshiPay has created a novel way to utilize blockchain technology to aid companies seeking to transact digitally. The growing adoption of ad-blocking on both the consumer and ISP level, coupled with the demand for nano-transactions is forcing online publishers to move away from ad-based business models. SatoshiPay offers the solution to these needs and their platform enables near-instant, micro-amount settlement mechanisms.
With its first-mover advantage, SatoshiPay is in a strong position to capture a substantial market share. SatoshiPay has now created over 20,000 wallets with 12,000 products and is working to broaden its market share through strategic partnerships with payment companies like Visa and content publishers.
Factom Inc
Factom's Blockchain technology secures data for large private and public organizations by publishing encrypted data or a cryptographically unique fingerprint of the data to Factom's immutable, distributed ledger. This immutable data serves as a "proof of existence" and source of truth for all future business processes. Factom removes the need for blind trust by providing precise, verifiable, and immutable audit trail.
In September Factom announced that it had raised $4.2m in new funding in its Series A financing round, led by venture capitalist Tim Draper of Draper Associates. It also recently won a $200,000 grant from the US Department of Homeland Security as well as a grant from the Bill & Melinda Gates foundation. The Austin, Texas-based company plans to use the new funds to more aggressively grow the company, including building a series of new products for its blockchain data network.
Vemo Education
Vemo works with higher education institutions and their affiliates in the USA to develop and deploy income-based financing programs, which align the cost of a student's education with its value. As previously announced, Vemo provided technical advice and utilizing its proprietary algorithms, to Purdue University to research the use of Income Share Agreements (ISAs) - agreements in which investors front a student's money for college in exchange for a percentage of the student's post-graduation income - in a program called Back a Boiler. This year saw Vemo continue its work with Purdue University to officially launch that program with over 140 students now using the funding option at Purdue University, the largest ISA program of its kind in the U.S.
In November 2016, Vemo raised sufficient capital to fund it's development for the next two years. While the price per share negotiated for this fund raise was less than we anticipated, we believe that the new investors introduced, led by University Ventures, give Vemo access to resources which greatly increase the overall likelihood of a positive return, over time.
Yooya Media (formerly Entertainment Direct Asia)
Yooya is one of the first online video networks of its kind in China built specifically to connect and unify the three linchpins of the online video market in China: publishers, platforms, and advertisers. Yooya has been instrumental in helping publishers monetize in China's fragmented online video market by providing a single platform for content distribution, rights management, and advertising solutions. Yooya brings together many key components essential to the equation, including licensing at scale, automated ad sales, consolidated data & analytics, and dramatically simplified content distribution.
Yooya has recently reported that it has exceeded 1 billion monthly video views of its China-based Online Video network and a 634% growth in monthly video views over 12 months, both significant milestones for the company. The company continues to attract major content creators to its platform, contributing to its growth in viewership. With a sizeable creator network, the company can offer the scale and size that major advertisers require, providing unique and un-paralleled opportunities to reach Chinese consumers through online video.
Vested Finance Inc ("Schoold")
Schoold transforms college and career planning by using technology to educate, inform and inspire users about their prospects for a successful future. Schoold is a big-data driven college and career counsellor mobile app with proprietary technologies that exploits the leading data science technologies to assist students.
Schoold's Viewbook product, targeted at Universities and Colleges has been formally released and enables its customers to engage with the 1.5 million+ students within the app. Schoold had a strong response to this product and has already partnered with over 30 American Colleges & Universities. We believe there is an appreciably large market for this product; marketers at Colleges & Universities in the United States spend over $5 billion per annum marketing to prospective students in the US. The company has begun marketing the program in the United States and aims to expand internationally in 2017
Fund raising and changes to share capital
During the period the Company has issued shares as follows:
Date Number of shares Amount raised Note
issued (GBP)
14 April 1,000,000 - 1
24 May 855,031 28,387 2
2 June 1,181,022 - 3
Note 1 - FastForward has agreed to grant 1,000,000 Ordinary Shares to a newly appointed special adviser (see note 10)
Note 2 - Exercise of warrants in respect of Ordinary Shares at an exercise price of 3.32 pence per Ordinary Share (see note 10)
Note 3 - FastForward issued an additional 1,181,022 Ordinary Shares at 1p per share as partial payment of the second investment in Fralis LLC (Leap Gaming).
Management team
I am pleased to welcome Josh Epstein as a partner and company secretary of FastForward. Mr. Epstein began his legal career with the international law firm of Baker Botts, LLP, where his practice focused on venture capital, mergers and acquisitions, and private and public securities offerings. Subsequently, Mr Epstein continued to practice with Bissex & Watson, P.C., a boutique corporate law firm based in Austin, Texas. Mr. Epstein has also been an investor and principal in successful ventures across multiple industries. Mr. Epstein holds degrees in Finance and English from the University of Texas at Austin and his Juris Doctorate from the University of Texas School of Law, where he graduated with Honors and as a member of the Texas Law Review. Mr Epstein also holds an MBA from the Acton School of Business in Austin, Texas, where he was Valedictorian of his MBA class. Mr. Epstein brings an entrepreneurial spirit as well as fantastic background in legal and financial matters, which has already proven invaluable to both FastForward and our investee companies.
Our team was further strengthened by the appointment of Norbert Teufelberger as Special Adviser. Norbert's experience in building one of the most successful global online gaming companies is a serious advantage for the Company. Norbert has a deep set of relationships across a multitude of technology sectors and a keen understanding of the overall consumer internet space. His knowledge and network's have been a major strength to us already.
After the period end Bryan Smith resigned as a director of the Company. I want to put on record my personal thanks for the helpful advice and support Bryan has given me while we worked together and to wish him every success in the future.
Outlook
In 2016, FFWD completed a significant number of new and follow-on investments. We believe we have now built a solid infrastructure and platform for early-stage and growth investing, with a board and management team comprised of some of the best minds in investing and technology from across the world.
Building innovative, disruptive businesses who strive to change the world is not simple and, by definition, takes time. As such, as investors in early-stage companies, we take a long-term view in our investments. That said, as we reflect on 2016 and look forward to 2017, we believe we will continue to see our investee companies build upon the positive momentum they have already established.
Our focus will continue to be identifying the best management teams operating high-growth businesses in industries that hold great promise. We will continue to work closely with our investee companies to assist them in leveraging opportunities to build their businesses and, where appropriate, seek exits for our investments when circumstances dictate. We look forward to continuing to report to our shareholders regarding the achievements made by our investee companies as the new year gets underway.
Lorne Abony
20 December 2016
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing these unaudited condensed half-yearly financial statements, which have not been reviewed or audited by the Company's independent auditors, and are required to:
-- prepare the unaudited half-yearly financial statements in accordance with International Accounting Standard 34: Interim Financial Reporting;
-- include a fair review of important events that have occurred during the period, and their impact on the unaudited half-yearly financial statements, together with a description of the principal risks and uncertainties of the Company for the remaining six months of the financial year as detailed in the Co-Chairmen's Statement; and
-- include a fair review of related party transactions that have taken place during the six month period which have had
-- a material effect on the financial position or performance of the Company, together with disclosure of any changes in related party
transactions in the last annual financial statements which have had a material effect on the financial position of the Company in the current period.
The Directors confirm that the unaudited condensed half-yearly financial statements comply with the above requirements and are signed on behalf of the Board of Directors by:
Ian Burns
Director
20 December 2016
CONDENSED HALF-YEARLY STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2016
1 April 2016 1 April 2015 1 April 2015
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
Investment gains and losses
Income from derivative financial
instruments designated at fair
value through profit and loss - 149 149
Loss on derivative financial
instruments designated at fair
value through profit and loss - (163) (163)
Unrealised gain on investment
at fair value through profit
and loss 508 1 159
Total investment gains and (losses) 508 (13) 145
Income
Bank interest income 1 1 1
Total income 1 1 1
Expenses
Legal and professional fees (94) (52) (173)
Nominated Adviser and broker's
fees (76) (25) (157)
Administration fees (43) (12) -
Other expenses (195) (25) (187)
Directors' and special adviser
remuneration (271) - (1,228)
Total expenses (679) (114) (1,745)
Net loss from operating activities
before gains and losses on foreign
currency exchange (170) (126) (1,599)
------------- ------------- -------------
Net foreign currency exchange
gains/(losses) 241 (9) 126
Total comprehensive profit/(loss)
for the period/year 71 (135) (1,473)
============= ============= =============
Profit/(loss) per Ordinary Share
- basic and diluted 6 0.05p (0.46p) (2.69p)
All the items in the above statement are derived from continuing operations.
CONDENSED STATEMENT OF FINANCIAL POSITION
as at 30 September 2016
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
Non-current assets
Investments designated at
fair value through profit
or loss 8,095 466 4,238
---------------- ----------------- --------------
Current assets
Financial instruments within
the brokerage account - 242 -
Other receivables 18 33 4,714
Cash and cash equivalents 2,539 374 1,415
2,557 649 6,129
Total assets 10,652 1,115 10,367
---------------- ----------------- --------------
Current liabilities
Payables and accruals (38) (36) (90)
Net assets 10,614 1,079 10,277
================ ================= ==============
Capital and reserves attributable
to equity holders of the Company
Share capital 10 1,339 420 1,309
Deferred share reserve 10 630 630 630
Other reserve 2,293 2,293 2,293
Employee stock option reserve 948 - 895
Distributable reserves 5,404 (2,265) 5,150
Total equity shareholders'
funds 10,614 1,078 10,277
================ ================= ==============
Net assets per Ordinary Share
- basic 7.92p 2.57p 7.85p
and diluted 9 7.92p 2.57p 7.82p
CONDENSED HALF-YEARLY STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2016 (unaudited)
Employee
Deferred stock
Share shares Other option Distributable
capital reserve reserve reserve reserves Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 March 2016 1,309 630 2,293 895 5,150 10,277
Total comprehensive loss
for the period - - - - 71 71
Transactions with shareholders
Issue of Ordinary Shares
(note 10) 30 - - - 183 213
Employee share scheme - - - 53 - 53
Balance at 30 September
2016 1,339 630 2,293 948 5,404 10,614
========= ========= ========= ========= ============== ========
for the six months ended 30 September 2015 (unaudited)
Employee
Deferred stock
Share shares Other option Distributable
capital reserve reserve reserve reserves Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 March 2015 274 630 2,293 - (2,734) 463
Total comprehensive loss
for the period - - - - (135) (135)
Transactions with shareholders
Issue of Ordinary Shares
(note 10) 146 - - - 604 750
Balance at 30 September
2015 420 630 2,293 - (2,265) 1,078
========= ========= ========= ========= ============== ========
for the year ended 31 March 2016 (audited)
Employee
Deferred stock
Share shares Other option Distributable
capital reserve reserve reserve reserves Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 March 2015 274 630 2,293 - (2,734) 463
Total comprehensive loss
for the year - - - - (1,473) (1,473)
Transactions with shareholders
Issue of Ordinary Shares 1,067 - - - 9,672 10,739
Acquisition of Treasury
Shares (32) - - - (315) (347)
Employee share scheme - - - 895 - 895
Balance at 31 March 2016 1,309 630 2,293 895 5,150 10,277
========= ========= ========= ========= ============== ========
CONDENSED HALF-YEARLY STATEMENT OF CASH FLOWS
for the six months ended 30 September 2016
1 April 2016 1 April 2015 1 April 2015
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Bank interest received 1 1 1
Nominated Adviser and broker's
fees paid (87) (30) (166)
Legal and professional fees paid (8) (13) (108)
Administration fees paid (51) (12) -
Other expenses paid (289) (28) (145)
Directors' remuneration paid (237) - (329)
Net cash outflow from operating
activities (671) (82) (747)
Cash flows from investing activities
Purchase of investments (2,968) (118) (3,385)
Transferred from broker 4,732 - 240
Net cash inflow/(outflow) from
investing activities 1,764 (118) (3,145)
Cash flows from financing activities
Proceeds from issue of Ordinary
Shares 28 337 5,423
Payments for Ordinary Shares
bought back - - (347)
Net cash inflow from financing
activities 28 337 5,076
Increase in cash and cash equivalents 1,121 137 1,184
============= ============= =============
Cash and cash equivalents brought
forward 1,415 237 237
Increase in cash and cash equivalents 1,121 137 1,184
Foreign exchange movement 3 - (6)
Cash and cash equivalents carried
forward 2,539 374 1,415
============= ============= =============
NOTES TO THE CONDENSED HALF-YEARLY FINANCIAL STATEMENTS
for the six months ended 30 September 2016
1. General Information
The Company is a closed-ended investment company, in line with its Investing Policy as described on page 1.
The Company is domiciled and incorporated as a limited liability company in Guernsey.
The registered office of the Company is 11 New Street, St Peter Port, Guernsey, GY1 2PF (formerly 1st Floor, Royal Chambers, St Julian's Avenue,
St Peter Port, Guernsey, GY1 3JX).
The Company's Ordinary Shares are traded on AIM, a market operated by the London Stock Exchange.
2. Statement of Compliance
These unaudited condensed half-yearly financial statements, which have not been independently reviewed or audited, have been prepared in accordance with
International Accounting Standard 34: Interim Financial Reporting.
They do not include all of the information required for full annual financial statements
and should be read in conjunction with the audited financial statements for the year ended 31 March 2016.
The unaudited condensed half-yearly financial statements were approved by the Board of Directors on 20 December 2016.
3. Significant Accounting Policies
These unaudited condensed half-yearly financial statements have adopted the same accounting policies as the last audited financial statements, which were prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by the International
Accounting Standards Board, interpretations issued by the IFRS Interpretations Committee and applicable legal and regulatory requirements of Guernsey Law and
reflect the accounting policies as disclosed in the Company's last audited financial statements, which have been adopted and applied consistently.
4. Critical Accounting Estimates and Judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of
making the judgments about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
Management makes estimates and assumptions concerning the future of the Company. The resulting accounting estimates will, by definition,
seldom equal the related actual results. Management believe that the underlying assumptions are appropriate and that the financial statements are fairly
presented.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are outlined below:
Judgments
Going concern
After making reasonable enquiries, and assessing all data relating to the Company's liquidity, Management have a reasonable expectation that
the Company has adequate resources to continue in operational existence for the foreseeable future and do not consider there to be any threat to the going concern
status of the Company. For this reason, they continue
to adopt the going concern basis in preparing the financial statements.
4. Critical Accounting Estimates and Judgments (continued)
Estimates and assumptions
Fair Value of financial instruments
The fair values of securities that are not quoted in an active market are determined by using valuation techniques as explained in the International Private Equity and Venture Capital Valuation Guidelines ("IPEV Guidelines"), primarily earnings multiples, discounted cash flows and recent comparable transactions. The models used to determine fair values are validated and periodically reviewed by the Company. The inputs in the earnings multiples models include observable data, such as earnings multiples of comparable companies to the relevant portfolio company, and unobservable data, such as forecast earnings for the portfolio company. In discounted cash flow models, unobservable inputs are the projected cash flows of the relevant portfolio company and the risk premium for liquidity and credit risk that are incorporated into the discount rate. However, the discount rates used for valuing equity securities are determined based on historic equity returns for other entities operating in the same industry for which market returns are observable. Management uses models to adjust the observed equity returns to reflect the actual equity financing structure of the valued equity investment. Models are calibrated by back-testing to actual results/exit prices achieved to ensure that outputs are reliable.
Valuation of Options
The fair values of the options are measured using the Black-Scholes model. The Black-Scholes model is considered an acceptable model where options are subject to market conditions as defined within IFRS 2.
The Black-Scholes model takes into account the following factors when calculating the fair value of the share options at grant date:
-- any market vesting conditions; -- the expected term of the options (see below); -- the expected volatility of the Company's share price as at grant date; -- the risk-free rate of return available at grant date; -- the Company's share price at grant date; -- the expected dividends on the Company's shares over the expected term of the options; and -- the exercise (strike) price of the options.
The expected term of the options is assumed to be 5 years from the grant date. However, the options can be exercised at any point after vesting and within a 10 year period from the grant date. As the management of the Company are unsure as to when the options will be exercised, it is assumed they will be exercised half way through the 10 year period from grant date to lapse date which is 5 years.
Functional currency
The Board of Directors considers Sterling to be the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions.
5. Segmental Information
In accordance with International Financial Reporting Standard 8: Operating Segments, it is mandatory for the Company to present and disclose
segmental information based on the internal reports that are regularly reviewed by the Board in order to assess each segment's performance
and to allocate resources to them.
Management information for the Company as a whole is provided internally to the management for decision-making purposes. The management's asset allocation decisions are based on an, integrated investment strategy and the Company's performance
is evaluated on an overall basis. The single segment is investments in companies which have significant intellectual property rights which they are seeking to exploit,
principally within the technology sector (including digital technology,
and content focused businesses) and the life sciences sectors (including biotech and pharmaceuticals). Initially the geographical focus will be North America and Europe
but investments may also be considered in other regions
to the extent that the Board considers that valuable opportunities exist and positive returns can be achieved.
The internal reporting provided to the Board for the Company's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS.
5. Segmental Information (continued)
All of the Company's investment portfolio income was derived from its investments whose business focus is in the sectors as described above. The only other revenue generated by the Company during the period was interest of GBP911 (30 September 2015: GBP504; 31 March 2016; GBP1,000), arising from cash and cash equivalents,
which was generated in Guernsey. The Company is domiciled in Guernsey. 6. Gain per Ordinary Share - basic and diluted
The gain per Ordinary Share of 0.05p (30 September 2015: loss of 0.46p; 31 March 2016: loss of 2.69p) is based on the profit for the period of GBP71,000 (30 September 2015: loss of GBP134,000; 31 March 2016: loss of GBP1,473,000) and on a weighted average number of 133,154,382 Ordinary Shares in issue during the period (30 September 2015: 29,439,743 Ordinary Shares and 31 March 2016: 54,750,152 Ordinary Shares).
The average share price of the Ordinary Shares during the year was below the exercise price of the Options (exercise price of 20.00 pence). Therefore, as at 30 September 2016 the Options had no dilutive effect.
7. Dividends
The Directors do not propose an interim dividend for the period ended 30 September 2016 (30 September 2015 and 31 March 2016: GBPnil).
8. Tax Effects of Other Comprehensive Income
During the periods ended 30 September 2016, 30 September 2015 and 31 March 2016, there was no other comprehensive income disclosed in the statement of comprehensive income and, as a result, there were no tax effects arising thereon.
9. Net Assets per Ordinary Share
Basic
The basic net assets value per Ordinary Share is based on the net assets attributable to equity shareholders of GBP10,614,000 (30 September 2015: GBP1,079,000; 31 March 2016: GBP10,277,000) and on 151,197,775 Ordinary Shares in issue at the end of the period (30 September 2015: 41,997,419 Ordinary Shares, 31 March 2016: 130,949,822 Ordinary Shares).
Diluted
Although the 30 September 2016 share price of the Ordinary Shares was above the exercise price of the Broker Warrants, there was no dilutive effect, as the exercise price was above the NAV per share.
10. Share Capital, Warrants and
Options
30 September 30 September 31 March
2016 2015 2016
GBP'000 GBP'000 GBP'000
Authorised:
1,910,000,000 Ordinary Shares of
1p 19,100 19,100 19,100
100,000,000 Deferred Shares of
0.9p 900 900 900
20,000 20,000 20,000
============== ============== ==========
Allotted, called up and fully paid:
133,985,875 Ordinary Shares of
1p (31 March 2016:
130,949,822 Ordinary Shares, 30
September 2015:
41,997,419 Ordinary Shares) 1,339 420 1,309
70,700,709 Deferred Shares of 0.9p 630 630 630
============== ============== ==========
Warrants:
Broker Warrants - 855 -
Options:
Share options 17,680 - 16,680
10. Share Capital, Warrants and Options (continued)
Warrants
On 9 May 2016, Peterhouse assigned their 855,031 Broker Warrants over to Stifel on the same terms as set out in the initial Warrant Deed
dated 13 November 2014. On 23 May 2016, the 855,031 Broker Warrants were exercised for a price of 3.32p per Ordinary Share and for total consideration of GBP28,387.
Deferred Shares
In aggregate (not per share), the holders of Deferred Shares shall be entitled to receive up to GBP1 only as a preferred dividend or distribution. The
Deferred Shares have zero economic value. The holders of Deferred Shares, in respect of their holdings of Deferred Shares, shall not have the right to received notice of any general meeting of the Company,
nor the right to attend, speak or vote at any such general meeting. The Company has the right to transfer the Deferred Shares to such persons
as it wishes, without the consent of the holders of the Deferred Shares,
and to cancel Deferred Shares with the consent of such transferee.
Options
On 14 April 2016, the Company appointed Norbert Teufelberger as a Special Adviser.
Mr Teufelberger will support the Company's initiatives in identifying early stage investment opportunities in the technology and gaming industry,
given his extensive experience across these sectors. The Company has agreed to grant 1,000,000 Options over
Ordinary Shares in the Company on the same terms as the Options granted to the Directors, on 17 February 2016.
Directors' Authority to Allot Shares
The Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities
and subject to the terms the Directors may determine up to a maximum aggregate nominal amount of GBP5,000,000 (representing 5,000,000,000
Sub-Ordinary Shares of GBP0.001 each, or 500,000,000 New Ordinary Shares of GBP0.01 each). Authority under this resolution will expire on the date
falling five years after the date of the Annual General Meeting.
The Guernsey Companies Law does not limit the power of Directors to issue shares or impose any pre-emption rights on the issue of new shares. Accordingly,
the Directors are generally and unconditionally authorised to allot securities in the Company up to the authorised but unissued share
capital of the Company, any such power not to be limited in duration.
Changes in share capital during the period
As mentioned above, in May 2016, the Company received notice to exercise 855,031 Warrants at an exercise price of 3.32p each, for a total of
GBP28,387.
In April 2016, the Company issued an additional 1,181,022 Ordinary Shares at 1p per share to satisfy an overpayment made in the Secondary investment in Fralis LLC (Leap Gaming). The total consideration for the shares was US$250,000, which equated to GBP174,092.
One further change to Share Capital has occurred as described under the Options section above.
11. Related Parties
Mr Dattels, a director of FastForward, is a discretionary beneficiary of a trust which owns Regent Mercantile Holdings Limited ("Regent"), which held 15,209,248 (30 September 2015: 8,024,469) Ordinary Shares in the Company at 30 September 2016 and the date of signing this report. Mr Burns is the Managing Director of Regent.
Mr Mellon, a director of FastForward, is a life tenant of a trust which owns Galloway Limited ("Galloway"), which held 10,425,992 (30 September 2015: 8,024,469) Ordinary Shares in the Company at 30 September 2016 and at the date of signing this report.
At 30 September 2016 FastForward held 25,978 Ordinary Shares in The Diabetic Boot Company Ltd ("DBC"). Galloway and Regent Pacific Group Limited also hold shares in DBC. The combined shareholding in DBC is in excess of 30%. Regent Pacific Group is deemed to be a related party as Mr Mellon and Mr Dattels were Co-Chairmen of Regent Pacific Group Limited until Mr Dattels resignation as a director of Regent Pacific Group Limited on 1 September 2016.
Mr Burns, a director of FastForward, is the legal and beneficial owner of Smoke Rise Holdings Limited ("Smoke"), which held 1,374,024 (30 September 2015: 1,250,831) Ordinary Shares in the Company at 30 September 2016 and at the date of signing this report.
11. Related Parties (continued)
Mr Smith held 1,155,668 (30 September 2015: 500,332) Ordinary Shares in the Company at 30 September 2016 and at the date of signing this report. Mr Smith resigned as a director of FastForward on 17 November 2016.
Mr Abony, a director of FastForward, held 24,496,871 (31 March 2016: 26,438,391) Ordinary Shares in the Company at 30 September 2016 and at the date of signing this report.
As at 30 September 2016 FastForward held 1,527,059 (30 September 2015: Nil) non-assessable series-2 preferred stocks in Vemo Education. Inc ("Vemo"), a company related by virtue of common shareholdings with Mr Abony. Mr Abony is also the non-executive Chairman of Vemo.
In July 2016, FastForward purchased an additional 798,374 seed series shares in Schoold Inc for total cash consideration of US$700,000. As at 30 September 2016 FastForward holds a total of 1,938,909 shares in Schoold. Mr Abony is a substantial shareholder and the non-executive chairman of Schoold.
The Directors' remuneration for the period ended 30 September2016 totalled GBP207,000 (30 September2015: GBPNil).
The Directors consider that there is no immediate or ultimate controlling party.
12. Events after the financial reporting date
There are no significant events subsequent to the period end date.
13. Capital management policy and procedures
FastForward does not currently intend to fund any investments through debt or other borrowings but may do so if appropriate. Investments in early stage
assets are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets.
Investments in later stage assets are more likely to include an element of debt to equity gearing. The Company may also offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve
the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts
receivable, unexpected changes in the economic environment and operational problems.
The Board monitors and reviews the structure of the Company's capital on an ad hoc basis. This review includes:
-- The need to obtain funds for new investments, as and when they arise. -- The current and future levels of gearing. -- The need to buy back Ordinary Shares for cancellation or to be held in treasury,
which takes account of the difference between the net asset value per
Ordinary Share and the Ordinary Share price.
-- The current and future dividend policy; and -- The current and future return of capital policy.
FastForward is not subject to any externally imposed capital requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR QBLFLQLFFFBV
(END) Dow Jones Newswires
December 20, 2016 11:39 ET (16:39 GMT)
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