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GLOO Gloo Networks

47.50
0.00 (0.00%)
08 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Gloo Networks LSE:GLOO London Ordinary Share GB00BYVTYD43 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 47.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Gloo Networks PLC Half-year Report (9253O)

11/11/2016 7:00am

UK Regulatory


Gloo Networks (LSE:GLOO)
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TIDMGLOO

RNS Number : 9253O

Gloo Networks PLC

11 November 2016

Gloo Networks plc

("Gloo" or the "Company")

Interim report for the six months ended 30 September 2016

London, 11 November 2016 - Gloo Networks plc, a digital transformation company that aims to acquire and develop trusted media brands, announces its interim results for the six months ended 30 September 2016.

Over the period, Gloo Networks generated a loss after taxation of GBP1.6 million, reflecting operating expenses and diligence costs incurred in the continued pursuit of its stated investment strategy. At 30 September 2016, Gloo Networks held over GBP25.6 million in cash.

Rebecca Miskin, Gloo's Chief Executive Officer commented: "We continue to be encouraged by the potential opportunities we are seeing in the market, verifying our initial hypothesis. The media and content industries remain subject to ongoing digital and technological disruption, which we are well-positioned to capitalise on once we secure a suitable platform. We approach acquisition opportunities with appropriate discipline and rigour, and look forward to updating shareholders in due course."

Enquiries:

Liberum Capital Limited (Nominated Adviser and Joint Broker)

Tel: +44 20 3100 2000

Neil Elliot

Chris Clarke

Jonathan Wilkes-Green

Numis Securities Limited (Joint Broker)

Tel: +44 20 7260 1000

Lorna Tilbian

Nick Westlake

Teneo (PR Adviser)

Tel: +44 20 7240 2486

James Knowles

Chloe Maier

Notes to Editors

About Gloo Networks Plc

Gloo Networks was admitted to AIM in August 2015, following a successful GBP30 million placing with a range of financial institutions including Marwyn, Invesco, Standard Life, Ruffer and City Financial.

Gloo Networks intends to acquire and operate trusted consumer brands in the media sector, initially with an enterprise value in the range of GBP250 million to GBP1 billion. The Company is led by digital transformation experts Rebecca Miskin (Chief Executive Officer), formerly Digital Strategy Director and Change Agent at Hearst Magazines UK, Bill Davis (Chief Financial Officer), formerly CFO of Blackboard Inc., and Juan Lopez-Valcarcel (Chief Product and Operations Officer), who was previously Chief Digital Officer for Pearson International. Arnaud de Puyfontaine, Chief Executive of Vivendi, the French media group, is the Company's Non-Executive Chairman.

Gloo Networks is seeking to benefit from the changing relationship between consumer brands, media owners and the advertising industry; this relationship continues to experience structural change, driven by the evolving prevalence of internet usage and the increasing adoption of data analytics, allowing businesses to better understand and serve consumers. The convergence of the internet and media sectors has created multiple investment opportunities with numerous companies or businesses identified within Gloo Networks' target universe.

Gloo Networks intends to acquire businesses that appeal to attractive socio-economic groups, and through the use of data and technology, transform these businesses to fully realise their digital potential, thereby unlocking value and increasing profitability.

GLOO NETWORKS PLC

Unaudited interim condensed consolidated financial statements

For the six months ended 30 September 2016

GLOO NETWORKS PLC

Company number 09441537

CHAIRMAN'S STATEMENT AND STRATEGIC REPORT

I am pleased to present to the shareholders the Interim Condensed Consolidated Financial Statements of Gloo Networks plc ("the Company") for the six months ended 30 September 2016, consolidating the results of Gloo Networks plc and Gloo Networks Jersey Limited (together, the "Group").

Strategy

The Company is a digital transformation company that aims to connect some of the world's most-loved content with its most-valued consumers. It intends to acquire trusted consumer brands in the media sector that appeal to attractive socio-economic groups and use data and technology to change their business models to ultimately unlock value and increase profitability. The Company intends to acquire and run businesses initially with an enterprise value in the range of GBP250 million to GBP1 billion and is led by digital transformation experts Rebecca Miskin (Chief Executive Officer), Bill Davis (Chief Financial Officer) who joined the Company on 1 July 2016, and Juan Lopez-Valcarcel (Chief Product and Operations Officer). Arnaud de Puyfontaine serves as Non-Executive Chairman of the Company.

The ongoing digital and technological disruption of the media and content industries remains a fundamental dynamic driving potential acquisition opportunities and verifying the Company's core investment hypothesis. Despite recent volatility in equity and currency markets, the Company remains well-positioned to secure a suitable platform acquisition, with a pipeline of opportunities currently under review.

The Directors continue to adopt a disciplined and rigorous approach to assessing acquisition opportunities, while controlling the Company's planned level of expenditures during the pre-acquisition phase.

Results

The Group's loss after taxation for the six months to 30 September 2016 was GBP1,608,584 (30 September 2015: GBP789,637). In the six months to 30 September 2016, the Group incurred GBP1,659,762 of administrative expenses, received interest of GBP51,178 and at the period end held a cash balance of GBP25,696,311.

Dividend Policy

The Company has not yet acquired a trading operation and the Directors therefore consider it inappropriate to make a forecast of the likely level of any future dividends. The Directors intend to determine the Company's dividend policy following completion of the Company's first acquisition and in any event, will only commence the payment of dividends when it becomes commercially prudent to do so.

Corporate Governance

The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of the shareholders.

Risks

The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no changes to the principal risks described in the Group's annual consolidated financial statements for the period ended 31 March 2016. The Directors are of the opinion that the risks are applicable to the six month period to 30 September 2016, as well as the remaining six months of the financial year. Further detail in relation to the risks faced by the Group can be found on pages 29-33 of the Audited Consolidated Financial Statements, on the Company's website www.gloonetworks.com.

Outlook

During the period, the Group has made encouraging progress with potential acquisition opportunities and the Directors look forward to providing further updates to shareholders in due course.

Arnaud de Puyfontaine Rebecca Miskin

Non-Executive Chairman Chief Executive Officer

10 November 2016 10 November 2016

GLOO NETWORKS PLC

Company number 09441537

RESPONSIBILITY REPORT

We confirm to the best of our knowledge:

   -- the Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34, 
      "Interim Financial Reporting"; and 
 
   --  the interim management report includes a fair review of the information required by Disclosure and Transparency 
      Rule 4.2.7R and Disclosure and Transparency Rule 4.2.8R. 

Neither the Company nor the directors accept any liability to any person in relation to the half-year financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.

Details on the Company's Board of Directors can be found on the Company website at www.gloonetworks.com.

By order of the Board

Arnaud de Puyfontaine

Non-Executive Chairman

10 November 2016

GLOO NETWORKS PLC

Company number 09441537

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                                Six months                            Six months 
                                                                     ended                                 ended 
                                                              30 September                          30 September 
                                                                      2016                                  2015 
                                Note                             Unaudited                             Unaudited 
-----------------------------  -----  ------------------------------------  ------------------------------------ 
                                                                       GBP                                   GBP 
 
 
 Administrative expenses         4                             (1,659,762)                             (796,203) 
                                      ------------------------------------  ------------------------------------ 
 Operating loss                                                (1,659,762)                             (796,203) 
 
 Finance income                                                     51,178                                 6,566 
 Finance costs                                                           -                                     - 
                                      ------------------------------------  ------------------------------------ 
 Finance income                                                     51,178                                 6,566 
 
 Loss before income tax                                        (1,608,584)                             (789,637) 
                                      ------------------------------------  ------------------------------------ 
 
 Income tax                                                              -                                     - 
                                      ------------------------------------  ------------------------------------ 
 Loss for the period                                           (1,608,584)                             (789,637) 
 Total other comprehensive 
  income                                                                 -                                     - 
                                      ------------------------------------  ------------------------------------ 
 Total comprehensive 
  loss for the period                                          (1,608,584)                             (789,637) 
                                      ====================================  ==================================== 
 
 Attributable to: 
 Owners of the parent                                          (1,608,584)                             (789,637) 
 
 Loss per ordinary share         12 
 Basic and diluted loss 
  per share attributable 
  to ordinary equity holders 
  of the parent (GBP)                                             (0.0628)                              (0.1453) 
 

The Group's activities derive from continuing operations.

The notes on pages 9 to 15 form an integral part of these condensed consolidated financial statements.

GLOO NETWORKS PLC

Company number 09441537

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                            As at                                  As at 
                                     30 September                               31 March 
                                             2016                                   2016 
                              Note      Unaudited                                Audited 
---------------------------  -----  -------------  ------------------------------------- 
                                              GBP                                    GBP 
 Assets 
 Fixed assets 
 Office equipment               5           1,286                                      - 
                                    -------------  ------------------------------------- 
 Total fixed assets                         1,286                                      - 
 
 Current assets 
 Cash and cash equivalents     11      25,696,311                             27,242,121 
 Other receivables            7,11        125,057                                135,696 
                                    -------------  ------------------------------------- 
 Total current assets                  25,821,368                             27,377,817 
 
 Total assets                          25,822,654                             27,377,817 
                                    =============  ===================================== 
 
 Capital and reserves 
  attributable to equity 
  holders of the parent 
 Share capital                 9          256,000                                256,000 
 Share premium                 9       29,551,492                             29,551,492 
 Share-based payment 
  reserve                      10          67,081                                 34,799 
 Retained earnings             10     (4,275,582)                            (2,666,998) 
                                    -------------  ------------------------------------- 
 Total equity                          25,598,991                             27,175,293 
 
 Current liabilities 
 Trade and other payables      8          223,663                                202,524 
                                    -------------  ------------------------------------- 
 Total liabilities                        223,663                                202,524 
 
 Total equity and 
  liabilities                          25,822,654                             27,377,817 
                                    =============  ===================================== 
 

The notes on pages 9 to 15 form an integral part of these condensed consolidated financial statements.

The financial statements were approved by the Board of Directors on 10 November 2016 and were signed on its behalf by:

Rebecca Miskin Bill Davis

Director

Director

GLOO NETWORKS PLC

Company number 09441537

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
 
                                                                                   Share 
                                                                                   based 
                                    Share                    Share               payment                  Retained                     Total 
                Note              capital                  premium               reserve                  earnings                    equity 
                      -------------------  -----------------------  --------------------  ------------------------  ------------------------ 
                                      GBP                      GBP                   GBP                       GBP                       GBP 
 
 Balance as 
  at 1 April 
  2016                    256,000             29,551,492                          34,799               (2,666,998)                27,175,293 
 Loss for 
  the 
  half-year                             -                        -                     -               (1,608,584)               (1,608,584) 
 Issue of 
 share 
 capital         9                      -                        -                     -                         -                         - 
 Share issue 
  costs          9                      -                        -                     -                         -                         - 
 Share 
 redemption      9                      -                        -                     -                         -                         - 
 Share-based 
  payments       13                     -                        -                32,282                         -                    32,282 
 Balance as 
  at 30 
  September 
  2016 
  (unaudited)                     256,000               29,551,492                67,081               (4,275,582)                25,598,991 
                      ===================  =======================  ====================  ========================  ======================== 
 
 
                                                                                   Share 
                                                                                   based 
                                    Share                    Share               payment                  Retained         Total 
                Note              capital                  premium               reserve                  earnings        equity 
                      -------------------  -----------------------  --------------------  ------------------------  ------------ 
                                      GBP                      GBP                   GBP                       GBP           GBP 
 
 Balance as 
  at 1 April 
  2015                                  2                  200,000                     -                 (235,959)      (35,957) 
 Loss for 
  the 
  half-year                             -                        -                     -                 (789,637)     (789,637) 
 Issue of 
  share 
  capital       9                 305,996               30,264,000                     -                         -    30,569,996 
 Share issue 
  costs         9                       -                (913,933)                     -                         -     (913,933) 
 Share 
  redemption    9                (49,998)                        -                     -                         -      (49,998) 
 Share-based 
  payments      13                      -                        -                   604                         -           604 
 Balance as 
  at 30 
  September 
  2015 
  (unaudited)                     256,000               29,550,067                   604               (1,025,596)    28,781,075 
                      ===================  =======================  ====================  ========================  ============ 
 

The notes on pages 9 to 15 form an integral part of these condensed consolidated financial statements.

 
                                                                                   Share 
                                                                                   based 
                                    Share                    Share               payment                  Retained                     Total 
                Note              capital                  premium               reserve                  earnings                    equity 
                      -------------------  -----------------------  --------------------  ------------------------  ------------------------ 
                                      GBP                      GBP                   GBP                       GBP                       GBP 
 
 Balance as 
  at 1 
  October 
  2015                            256,000               29,550,067                   604               (1,025,596)                28,781,075 
 Loss for the 
  period                                -                        -                     -               (1,641,402)               (1,641,402) 
 Issue of 
 share 
 capital        9                       -                        -                     -                         -                         - 
 Share issue 
  costs         9                       -                    1,425                     -                         -                     1,425 
 Share 
 redemption     9                       -                        -                     -                         -                         - 
 Share-based 
  payments      13                      -                        -                34,195                         -                    34,195 
 Balance as 
  at 31 March 
  2016                            256,000               29,551,492                34,799               (2,666,998)                27,175,293 
                      ===================  =======================  ====================  ========================  ======================== 
 

The notes on pages 9 to 15 form an integral part of these condensed consolidated financial statements.

GLOO NETWORKS PLC

Company number 09441537

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                          Six months                    Six months 
                                                            ended 30                         ended 
                                                           September                  30 September 
                                  Note                2016 Unaudited                2015 Unaudited 
-------------------------------  -----  ----------------------------  ---------------------------- 
                                                                 GBP                           GBP 
 
 Cash flows from operating 
  activities 
 Operating loss                                          (1,659,762)                     (796,203) 
 Adjustments to reconcile 
  operating loss to net cash 
  flows: 
 Decrease / (increase) in 
  trade and other receivables      7                          10,639                      (46,803) 
 Increase in trade and other 
  payables                         8                          21,139                       142,145 
 Share-based payment expense       13                         32,282                           604 
 Depreciation expense               5                             71                             - 
 Net cash used in operating 
  activities                                             (1,595,631)                     (700,257) 
                                        ----------------------------  ---------------------------- 
 
 Investing activities 
 Purchase of office equipment       5                        (1,357)                             - 
 
 Net cash flows used in 
  investing activities                                       (1,357)                             - 
                                        ----------------------------  ---------------------------- 
 
 Cash flows from financing 
  activities 
 Bank interest received                                       51,178                         6,566 
 Redemption of reclassified 
  preference shares to equity      9                               -                      (49,998) 
 Proceeds from issue of 
  share capital                    9                               -                    30,569,996 
 Share issue costs                 9                               -                     (913,933) 
                                        ----------------------------  ---------------------------- 
 Net cash generated from 
  financing activities                                        51,178                    29,612,631 
                                        ----------------------------  ---------------------------- 
 
 Net (decrease) / increase 
  in cash and cash equivalents                           (1,545,810)                    28,912,374 
 Cash and cash equivalents 
  at beginning of the period                              27,242,121                       156,699 
 Cash and cash equivalents 
  at the end of the period         11                     25,696,311                    29,069,073 
                                        ============================  ============================ 
 
 

The notes on pages 9 to 15 form an integral part of these condensed consolidated financial statements.

GLOO NETWORKS PLC

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   1.      GENERAL INFORMATION 

Gloo Networks plc (the "Company") is a digital transformation company incorporated in England and Wales and domiciled in the United Kingdom. It is a public limited company with company number 09441537 and has its registered office at 20 Buckingham Street, London, WC2N 6EF. The Company wholly owns Gloo Networks Jersey Limited (collectively, the "Group"), which was incorporated on the formation of the Group.

   2.      BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES 
   (a)    Basis of preparation 

The Company was incorporated on 16 February 2015.

The Interim Condensed Consolidated Financial Statements represent for the six months ended 30 September 2016 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 March 2016 which are available on the Company's website, www.gloonetworks.com.

All comparative figures included in the Interim Condensed Consolidated Financial Statements are for the period from 1 April 2015 to 30 September 2015, or are as at 31 March 2016.

Information for 31 March 2016 is based on the statutory accounts for the period ended 31 March 2016, which were delivered to the Registrar of Companies and on which the auditors' report was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act.

The balances for the six months ended 30 September 2015 are directly comparable to those reported for the six months ended 30 September 2016.

   (b)   New standards and amendments to International Financial Reporting Standards 

Standards, amendments and interpretation effective and adopted by the Group:

The accounting policies adopted in the preparation of the Interim Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the period ended 31 March 2016, which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union, except for the adoption of new standards and interpretations effective as of 1 January 2016. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Although these new standards and amendments apply for the first time in 2016, they do not have a material effect on the Interim Condensed Consolidated Financial Statements of the Group.

 
 Standard                                  Effective 
                                            date (period 
                                            commencing) 
 Amendments to IFRS 11 - Accounting        1 January 
  for Acquisitions of Interests in          2016 
  Joint Operations 
 Amendments to IAS 1 - Disclosure          1 January 
  Initiative                                2016 
 Amendments to IAS 16 and IAS 38           1 January 
  - Clarification of Acceptable Methods     2016 
  of Depreciation and Amortisation 
 Amendments to IAS 27 - Equity Method      1 January 
  in Separate Financial Statements          2016 
 Annual improvements (2012-2014)           1 January 
                                            2016 
 Amendments to IAS 16 and IAS 41           1 January 
  - Bearer plants                           2016 
 
 
 
 Standard                                  Effective 
                                            date (period 
                                            commencing) 
 
 IFRS 14 Regulatory Deferral Accounts      1 January 
                                            2016* 
 Amendments to IFRS 10, IFRS 12 and        1 January 
  IAS 28: Investment Entities - Applying    2016 
  the Consolidation Exception 
 

Standards issued but not yet effective:

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not expected that any of these standards will have a material impact on the Group.

 
 Standard                           Effective 
                                     date (period 
                                     commencing) 
 IFRS 15 - Revenue from Contracts   1 January 
  with Customers                     2018* 
 IFRS 9 - Financial instruments     1 January 
                                     2018* 
 IFRS 16 - Leases                   1 January 
                                     2019* 
 

*subject to EU endorsement

   3.      SEGMENT INFORMATION 

The Board of Directors is the Group's chief operating decision-maker. As the Group had not yet made an acquisition as of 30 September 2016, the Group is organised and operates as one segment.

   4.      EXPENSES BY NATURE 
 
                             Six months      Six months 
                                  ended           ended 
                           30 September    30 September 
                                   2016            2015 
                         --------------  -------------- 
                                    GBP             GBP 
 Expenses by nature 
 Staff related costs            726,469         380,138 
 Office costs                    45,565          43,680 
 Legal & professional 
  fees                          529,086         184,974 
 Share-based payment 
  expense                        32,302             604 
 Other expenses                 326,340         186,807 
                              1,659,762         796,203 
                         ==============  ============== 
 
   5.      FIXED ASSETS 
 
                                                          As at 
                                                   30 September 
                                                           2016 
                               -------------------------------- 
 Office equipment                                           GBP 
 Cost 
 At 1 April 2016                                              - 
 Additions                                                1,357 
                                                          1,357 
                               -------------------------------- 
 Accumulated depreciation 
 At 1 April 2016                                              - 
 Charge for the year                                       (71) 
                               -------------------------------- 
                                                           (71) 
                               -------------------------------- 
 Net book value 
 At 1 April 2016                                              - 
                               -------------------------------- 
                                                          1,286 
                               ================================ 
 
   6.      INVESTMENTS 

Principal subsidiary undertakings of the Group

The Company directly owns the whole of the issued and fully paid ordinary share capital of its subsidiary undertaking.

The principal subsidiary undertaking of the Company as at 30 September 2016 is presented below:

 
                                                            Proportion       Proportion 
                                                           of ordinary      of ordinary 
                                                                shares           shares 
                        Nature of               Country        held by          held by 
 Subsidiary              business      of incorporation         parent        the Group 
 Gloo Networks          Incentive 
 Jersey Limited           vehicle         Jersey              100%           100% 
 
 

There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the Company's subsidiary.

The Company's subsidiary has issued Participation shares to management as is detailed in Note 13.

 
 Company                     GBP 
 Cost or valuation 30 
  September 2016             800 
 Net book value at 30 
  September 2016             800 
                           ===== 
 
   7.      OTHER RECEIVABLES 

All receivables are current. There is no material difference between the book value and the fair value of the other receivables.

 
                                 As at       As at 
                          30 September    31 March 
                                  2016        2016 
                        --------------  ---------- 
                                   GBP         GBP 
 Amounts falling due 
  within one year 
 VAT recoverable                43,631     114,011 
 Prepayments                    79,367      19,626 
 Other receivables               2,059       2,059 
                               125,057     135,696 
                        ==============  ========== 
 
   8.      TRADE AND OTHER PAYABLES 
 
                                    As at       As at 
                             30 September    31 March 
                                     2016        2016 
                           --------------  ---------- 
                                      GBP         GBP 
 Trade payables                   109,879     113,925 
 Accruals                          77,675      27,150 
 Other tax and national 
  insurance payable                32,438      26,542 
 Other creditors                    3,671      34,907 
                                  223,663     202,524 
                           ==============  ========== 
 

There is no material difference between the book value and the fair value of the trade and other payables.

   9.      SHARE CAPITAL 
 
                                     As at       As at 
                              30 September    31 March 
                                      2016        2016 
                            --------------  ---------- 
                                       GBP         GBP 
 Allotted, called and 
  fully paid 
 25.6 million ordinary 
  shares of GBP0.01 each           256,000     256,000 
                                   256,000     256,000 
                            ==============  ========== 
 

On incorporation, 200 ordinary shares of GBP0.01 each and 49,998 preference shares of GBP1.00 each in the capital of the Company were issued. The ordinary shares were each issued at a premium of GBP1,000 per ordinary share and the preference shares were issued at nominal value. Since then, the Company has issued the following shares:

(i) 250 ordinary shares at a premium of GBP1,000 on 29 April 2015;

(ii) 224,995 ordinary shares at a premium of GBP1.19 per share on 6 July 2015;

(iii) 1 ordinary share at a premium of GBP1.49 on 6 July 2015;

(iv) 374,554 ordinary shares by way of bonus issue out of the Company's share premium; and

Upon the Company's admission to AIM, a further 25,000,000 ordinary shares were issued at GBP1.20 per share resulting in total premium on transaction of GBP29,750,000. Total transaction costs taken to share premium in relation to this issue of shares were GBP912,508.

On 6 July 2015 the holders of the redeemable preference shares signed a deed of waiver to irrevocably and unconditionally waive their rights to redeem the 49,998 redeemable preference shares of GBP1.00 each held by them in the Company. The financial effect of this waiver was that the redeemable preference shares were reclassified at the date of the waiver from a liability to equity as the Company was no longer under an obligation to repay the redeemable preference shares on demand from the holders. These shares were fully redeemed on admission to AIM.

The share premium account at 30 September 2016 totalled GBP29,551,492, (31 March 2016: GBP29,551,492).

All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company.

At 30 September 2016, 150 (31 March 2016: 130) Participation shares were issued as disclosed in Note 13.

   10.    RESERVES 

The following describes the nature and purpose of each reserve within shareholders' equity:

Share premium

The amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of new shares.

Retained earnings

Cumulative net gains and losses recognised in the Interim Condensed Consolidated Statement of Comprehensive Income.

Share-based payment reserve

The Share-based payment reserve is the cumulative amount recognised in relation to the equity settled share-based payment scheme as further described in Note 13.

   11.    FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS 

The Group has the following categories of financial instruments at the period end:

 
                                       As at        As at 
                                30 September     31 March 
                                        2016         2016 
                              --------------  ----------- 
                                         GBP          GBP 
 Loans and receivables 
 Cash and cash equivalents        25,696,311   27,242,121 
 Other receivables                   125,057      135,696 
                                  25,821,368   27,377,817 
                              ==============  =========== 
 
 Financial liabilities 
  at amortised costs 
 Trade payables                      109,879      113,925 
                                     109,879      113,925 
                              ==============  =========== 
 

The fair value and book value of the financial assets and liabilities are equal.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.

   12.    LOSS PER ORDINARY SHARE 

Basic earnings per ordinary share is calculated by dividing the profit attributable to equity holders of the company by the number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Participation shares (refer Note 13) have not been included in the calculation of diluted earnings per share because they are antidilutive for the period presented.

 
                                   For the      For the 
                                    period       period 
                                    from 1       from 1 
                                     April        April 
                                     to 30        to 30 
                                 September    September 
                                      2016         2015 
                              ------------  ----------- 
                                       GBP          GBP 
 Group 
 Loss attributable to 
  the owners of the parent     (1,608,584)    (789,637) 
 Number of ordinary 
  shares /Weighted average 
  number of ordinary 
  shares in issue               25,600,000    5,435,591 
 Basic and diluted loss 
  per share                       (0.0628)     (0.1453) 
 
 
   13.    SHARE-BASED PAYMENTS 

Implementation of share incentive plan - Participation shares

Arrangements were put in place shortly after the Company's formation to create incentives for those who are expected to make key contributions to the success of the Group. The Group's success depends upon the sourcing of attractive investment opportunities, the improvement of the target businesses, and their subsequent growth or sale to realise attractive returns for shareholders. Accordingly, an incentive scheme was created to reward key contributors to the creation of value. At the period end, a total of GBP67,081 was recorded in the share-based payment reserve. This is based on a grant date fair value of GBP226,200, spread over the vesting period and recognised for the period between the grant date and the reporting date. During the six months to 30 September 2016, the fair value has increased, due to an issue of new Participation shares to Bill Davis, by GBP76,000.

Valuation of Participation shares

The Participation shares allocated pursuant to employee shareholder agreements with Gloo Networks Jersey Limited, have been accounted for in accordance with IFRS 2, "Share-Based Payments".

 
                                         Nominal                       Subscription             Fair 
                                           price              Number          price            value 
                                             per    of Participation                        at grant 
                                           share              shares                            date 
                               -----------------  ------------------  -------------  --------------- 
                                             GBP                                GBP              GBP 
 Marwyn Long Term 
  Incentive LP                                 1                  50          2,000           50,550 
 Rebecca Miskin                                1                  50             50           50,550 
 Juan Lopez - Valcarcel                        1                  20             20           20,220 
 
 Puyfamily Société 
  Civile - Arnaud 
  de Puyfontaine                               1                  10          2,000           28,880 
 Bill Davis                                    1                  20             20           76,000 
                                                                 150          4,090          226,200 
                                                  ==================  =============  =============== 
 
   14.    RELATED PARTY TRANSACTIONS 

In the opinion of the Directors, there is no single controlling party.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid a total of GBP150,562 (net of VAT as applicable). Marwyn Capital LLP was owed an amount of GBP25,018 at the balance sheet date; and

Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial, administrative and accounting services to the Group. During the period Axio Capital Solutions Limited charged GBP42,595 in respect of services supplied. Axio Capital Solutions Limited was owed an amount of GBP32,859 at the balance sheet date.

   15.    COMMITMENTS AND CONTINGENT LIABILITIES 

There were no commitments or contingent liabilities outstanding at 30 September 2016 that require disclosure or adjustment in these financial statements.

   16.    POST BALANCE SHEET EVENTS 

There have been no material post balance sheet events that would require disclosure or adjustment to these financial statements.

GLOO NETWORKS PLC

ADVISERS

 
  Corporate Finance Adviser    Company Secretary and Administrator 
   Marwyn Capital LLP           Axio Capital Solutions 
   11 Buckingham Street         Limited 
   London, WC2N 6DF             One Waverley Place, Union 
                                Street, 
                                St Helier, Jersey, JE1 
                                1AX 
  Principal Bankers            Solicitors to the Company 
   Barclays Bank PLC            Travers Smith LLP 
   1 Churchill Place            10 Snow Hill 
   London, E14 5HP              London, EC1A 2AL 
 
   Independent Auditors         Registrars 
   PricewaterhouseCoopers       Capita Registrars 
   LLP                          The Registry, 34 Beckenham 
   1 Embankment Place           Road 
   London, WC2N 6RH             Beckenham, Kent, BR3 4TU 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR FFDESSFMSESF

(END) Dow Jones Newswires

November 11, 2016 02:00 ET (07:00 GMT)

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