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VELA Vela Technologies Plc

0.0125
0.00 (0.00%)
Last Updated: 08:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Vela Technologies Plc LSE:VELA London Ordinary Share GB00BYZ9XC29 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.0125 0.012 0.013 0.0125 0.0125 0.0125 895,241 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investment Advice 0 -378k 0.0000 N/A 1.63M

Vela Technologies PLC Half-year Report (6694S)

23/12/2016 7:00am

UK Regulatory


Vela Technologies (LSE:VELA)
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TIDMVELA

RNS Number : 6694S

Vela Technologies PLC

23 December 2016

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

23 December 2016

Vela Technologies plc

("Vela" or the "Company")

Unaudited interim results for the six months ended 30 September 2016

chairman's statement

Half-Yearly Report for the six months ended 30 September 2016

The first six months of the financial year proved to be another active period for Vela Technologies with both follow on fundings being completed for certain of our investee companies and a long overdue restructuring of the Company's share capital resulting in a reduction in the number of shareholders from over 900 to around 175. In addition, the Company raised additional funds by way of an investment from one of our major shareholders, Scott Fletcher, as well as your CEO.

In April, Vela announced that Portr, the owner of the on-demand airport luggage transfer service, AirPortr, had completed its GBP3 million fund raise in which Vela participated increasing its holding to 3.9% and valuing our holding at GBP1.079 million. This compares to our cost of investment of GBP251,343.

During May, Vela subscribed an additional C$25,000 for shares in BTL Group Ltd, a Canadian listed blockchain technology company, increasing Vela's holding to 741,666 shares. Vela also received warrants as part of this funding allowing it to subscribe for a further 41,666 BTL shares at C$1.00. These warrants have subsequently been exercised resulting in a current shareholding of 783,332 shares. This represents approximately 4.6% of BTL's share capital.

In June, Vela agreed to enter into an early loan conversion of the $100,000 Convertible Promissory Notes in StreamTV Networks plus $43,693.16 of interest (including an early conversion bonus of $7,500) into new Class A Common Shares. Vela now holds 47,898 Class A Common Shares in StreamTV equal to 0.14% of the Stream TV equity and with a value of $143,694 at the conversion price of $3.00 per share.

In September we announced a proposed issue of convertible unsecured loan notes which is a departure from the traditional manner in which we have previously funded the future development of Vela. The transaction completed in early October raising a gross and net GBP400,000 for Vela. The loan notes are repayable on 30 September 2018 and carry an annual interest rate of 8%. This more innovative method of funding provided by highly supportive and long term shareholders allowed Vela to avoid raising capital by way of an equity issue. Going forward, it is likely that Vela will continue with this type of strategy until the market value of Vela is better aligned with the sum of the value of its investment portfolio as shown in the attached unaudited balance sheet. The balance sheet has been further boosted by this recent loan note fund raise. As previously stated, investments are held in the balance sheet either at cost, market value or latest valuation event.

Finally, following the latest fund raise, Vela was presented with an exciting early stage and highly disruptive investment proposition which led to the announcement on 4 October of an investment of GBP200,000 into THEVIBE Ltd (trading as Vibe Tickets), a transparent fan-to-fan ethical ticketing platform that allows fans to exchange tickets at face value or less. Following the investment Vela owns 3.6% of the equity capital of THE VIBE Ltd.

Our other investments continue to develop broadly in line with expectations and we look forward to 2017 with interest as our portfolio develops further.

N Brent Fitzpatrick MBE

Chairman

Vela Technologies PLC

For further information please contact:

 
 Vela Technologies plc 
 Brent Fitzpatrick, 
  Non-Executive Chairman      Tel: +44 (0) 
  Antony Laiker, Director     7802 262 443 
 Allenby Capital Limited 
  (Nominated Adviser) 
  Nick Athanas/Katrina        Tel: +44 (0) 
  Perez/Nick Naylor           20 3328 5656 
 Smaller Company Capital 
  Limited 
  (Broker)                    Tel: +44 (0) 
  Rupert Williams/Jeremy      20 3651 2910 
  Woodgate 
 

unaudited statement of comprehensive income

for the six months ended 30 September 2016

 
 
                                                  6 months     6 months      year 
                                                     ended        ended     ended 
                                              30 September           30        31 
                                                              September     March 
                                                      2016         2015      2016 
                                      Notes        GBP'000      GBP'000   GBP'000 
 
 Revenue                                                12            4         9 
 Gross profit                                           12            4         9 
 Administrative expenses 
  share based payments                                   -            -      (23) 
  other administrative 
   expenses                                           (62)         (96)     (181) 
  loss on disposal of 
   available-for-sale 
   assets                                                -            -      (13) 
  impairment of available-for-sale 
   assets                                                -            -     (143) 
 Total administrative 
  expenses and loss from 
  operations                                          (62)         (96)     (360) 
 (Loss) before tax                                    (62)         (92)     (351) 
 Income tax                                              -            -         - 
                                             ------------- 
 (Loss)                                               (50)         (92)     (351) 
                                             -------------  -----------  -------- 
 Other comprehensive 
  income: 
 Items that will or 
  may be reclassified 
  to profit/loss: 
 Fair value movement 
  on available for sale 
  investments                                            -            -       449 
 Reclassification of 
  changes in fair value 
  of available-for-sale 
  investments to profit 
  or loss                                                -            -       106 
 
 Other comprehensive 
  income for the year                                    -            -       555 
                                             -------------  -----------  -------- 
 Total comprehensive 
  income                                              (50)         (92)       204 
                                             -------------  -----------  -------- 
 Attributable to: 
 Equity holders of the 
  company                                             (50)         (92)       204 
 Earnings per share 
 Basic and diluted earnings/(loss) 
  per share (pence)                       5         (0.01)       (0.04)    (0.07) 
 

unaudited balance sheet

as at 30 September 2016

 
                                         30 September   30 September        31 
                                                                         March 
                                                 2016           2015      2016 
                                 Notes        GBP'000        GBP'000   GBP'000 
---------------------------  ---------  -------------  -------------  -------- 
 Assets 
 Investments                         6          1,900          1,297     1,918 
 Current assets 
 Trade and other 
  receivables                        7             62             29        36 
 Cash and cash equivalents                        350            138       200 
---------------------------  ---------  -------------  -------------  -------- 
 Total current assets                             369            167       236 
---------------------------  ---------  -------------  -------------  -------- 
 Non current assets                                 -              -         - 
  held for sale 
 Total assets                                   2,312          1,464     2,154 
---------------------------  ---------  -------------  -------------  -------- 
 Equity and liabilities 
 Equity 
 Called up share 
  capital                            8            722            584       722 
 Share premium reserve                          1,117          1,061     1,117 
 Available for sale 
  reserve                                         808            253       808 
 Share-based payment 
  reserve                                         130            107       130 
 Retained earnings                              (851)          (542)     (801) 
---------------------------  ---------  -------------  -------------  -------- 
 Total equity                                   1,926          1,463     1,976 
---------------------------  ---------  -------------  -------------  -------- 
 Current liabilities 
 Trade and other 
  payables                           9            386              1       178 
 Total liabilities                                386              1       178 
---------------------------  ---------  -------------  -------------  -------- 
 Total equity and 
  liabilities                                   2,312          1,464     2,154 
---------------------------  ---------  -------------  -------------  -------- 
 

unaudited cashflow statement

for the six months ended 30 September 2016

 
                                                  6 months       6 months      year 
                                                     ended          ended     ended 
                                      Notes   30 September   30 September        31 
                                                                              March 
                                                      2016           2015      2016 
----------------------------------  -------  -------------  -------------  -------- 
                                                   GBP'000        GBP'000   GBP'000 
 Operating activities 
 (Loss)/profit before 
  tax                                                 (50)           (92)     (351) 
 Loss on disposal of 
  available-for-sale 
  assets                                                                         13 
 Impairment of available-for-sale 
  assets                                                                        143 
 Share-based charge                                      -                       23 
 Issue of shares in                                      -              -         - 
  lieu of services 
 (Increase)/Decrease 
  in receivables                                      (26)              2       (5) 
 Increase/(Decrease) 
  in payables                                          208           (28)       (2) 
 Total cash flow from 
  operating activities                                 132          (118)     (179) 
 Investing activities 
 Consideration for 
  disposal of investment                                53              -        14 
 Consideration for 
  purchase of investment                              (35)          (150)     (235) 
-------------------------------------------  -------------  -------------  -------- 
 Total cash flow from 
  investing activities                                  18          (150)     (221) 
-------------------------------------------  -------------  -------------  -------- 
 Financing activities 
 Issue of ordinary 
  share capital 
  Share premium on the 
  issue of ordinary 
  share                                                  -            250       444 
 Total cash flow from 
  financing activities                                   -            250       444 
-------------------------------------------  -------------  -------------  -------- 
 Net (decrease)/increase 
  in cash and cash equivalents                         150           (18)        44 
 Cash and cash equivalents 
  at start of year/period                              200            156       156 
-------------------------------------------  -------------  -------------  -------- 
 Cash and cash equivalents 
  at the end of the 
  year/period                                          350            138       200 
-------------------------------------------  -------------  -------------  -------- 
 
 Cash and cash equivalents 
  comprise: 
 Cash and cash in bank                                 350            138       200 
-------------------------------------------  -------------  -------------  -------- 
 Cash and cash equivalents 
  at end of year/period                                350            138       200 
-------------------------------------------  -------------  -------------  -------- 
 
 

unaudited statement of changes in equity

for the six months ended 30 September 2016

 
 
 
                            Share      Share      Share   Available    Retained     Total 
                          capital    Premium     Option         for    Earnings    Equity 
                                                Reserve        sale 
                                                            reserve 
                          GBP'000    GBP'000    GBP'000     GBP'000     GBP'000   GBP'000 
----------------------  ---------  ---------  ---------  ----------  ----------  -------- 
 Balance at 
  1 April 2016                722      1,117        130         808       (801)     1,976 
 Loss for the 
  period and 
  total comprehensive 
  income for 
  the period                                                               (50)      (50) 
 Issue of shares 
  in lieu of 
  services 
 Issue of shares                -          -                                            - 
 Balance at 
  30 September 
  2016                        722      1,117        130         808       (851)     1,926 
 
 Balance at 
  1 April 2015                459        936        107         253       (450)     1,305 
 Issue of shares 
  in lieu of 
  services                                                                           (92) 
 Issue of share 
  capital                     125        125          -           -           -       125 
 Loss for the 
  year                          -          -          -           -        (92)      (92) 
 Balance at 
  30 September 
  2015                        584        584        107           -       (542)     1,463 
 
 Balance at 
  1 April 2015                459        936        107         253       (450)     1,305 
 Issue of share 
  options                       -          -         23           -           -        23 
 Issue of share 
  capital                     263        181                      -           -       444 
----------------------  ---------  ---------  ---------  ----------  ----------  -------- 
 Transactions 
  with owners                 263        181        130           -           -       467 
 Loss for the 
  year                          -          -          -           -       (351)     (351) 
 Other comprehensive 
  income                        -          -          -         555           -       555 
 Total comprehensive 
  income                        -          -          -         555       (351)       204 
 Balance at 
  31 March 2016               722      1,117        130         808       (801)     1,976 
----------------------  ---------  ---------  ---------  ----------  ----------  -------- 
 

notes to the interim accounts

for the six months ended 30 September 2016

1. General information

Vela Technologies Plc is a company incorporated in the United Kingdom.

These unaudited condensed interim financial statements for the six months ended 30 September 2015 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31 March 2016 and are presented in pounds sterling.

The comparative figures for the financial year ended 31 March 2016 have been extracted from the Company's statutory accounts which have been delivered to the Registrar of Companies and reported on by the company's Auditors. Their report was unqualified and contained no statement under section 298 (2) or (3) of the Companies Act 2006.

2. Changes in accounting policy

The assessment of new standards, amendments and interpretations issued but not effective, are not anticipated to have a material impact on the interim financial statements.

3. Going concern

The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources.

The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

4. Investments

Fixed asset investments are stated at fair value.

5. Earnings per share

Earnings per share has been calculated on a loss after tax of GBP50,000 (period to 30 September 2015: GBP92,000 loss; year to 31 March 2016: GBP351,000 loss) and the weighted number of average shares in issue for the year of 360,794,010 weighted (30 September 2015: 241,872,777 weighted; 31 March 2015: 533,749,896).

Reconciliation of the profit and weighted average number of shares used in the calculations are set out below:

 
                                 6 months     6 months   Year ended 
                                    ended     ended 30     31 March 
                             30 September    September         2016 
                                     2016         2015 
 Profit/(loss) (GBP'000)             (50)         (92)        (351) 
 Earnings per share 
  (pence)                          (0.01)       (0.04)       (0.07) 
 

6. Investments

 
                       Other investments 
 Fair value at 1 
  April 2016                       1,918 
 Purchased in the 
  period                              35 
 Disposed of in 
  the year                          (53) 
                      ------------------ 
 Fair value at 30 
  September 2016                   1,900 
                      ------------------ 
 

Investment in StreamTV Networks

On 23 June 2016, the Company entered a conversion notice agreeing to an early conversion of its $100,000 Stream TV CPN's, along with accrued interest of $43,693, into new Class A common shares in Stream TV at a price of $3.00 per share. The accrued interest includes a bonus of $7,500 as a consequence of early conversion. Following the conversion, the Company has an interest of 0.14% in the Class A common share capital of Stream TV.

Shares in SalvaRx group

Between April 2016 and August 2016, the Company disposed of a significant proportion of the shares held in SalvaRx for an aggregate consideration of GBP53,161.

7. Trade and other receivables

 
                                         30           30        31 
                                  September    September     March 
                                       2016         2015      2016 
                                    GBP'000      GBP'000   GBP'000 
 Trade and other receivables             62           29        13 
 Prepayments and accrued 
  income                                  -            -        23 
------------------------------  -----------  -----------  -------- 
                                         62           29        36 
 -----------------------------  -----------  -----------  -------- 
 

8. Share capital

 
                                  30 September   30 September   31 March 
                                          2016           2015       2016 
                                       GBP'000        GBP'000    GBP'000 
-------------------------------  -------------  -------------  --------- 
 Authorised capital 
 9,999,520,000 ordinary shares 
  of 0.1 pence each                     10,000         10,000     10,000 
                                        10,000         10,000     10,000 
-------------------------------  -------------  -------------  --------- 
 Allotted, called up and 
  fully paid capital 
 721,588,500 (30 September 
  2015: 584,087,020 31 March 
  2016: 721,588,500) ordinary 
  shares of 0.1 pence each                 722            584        722 
                                           722            584        722 
-------------------------------  -------------  -------------  --------- 
 

Allotments during the period

The Company allotted the following ordinary shares during the period:

 
                               6 months ended 30 September 
                                                      2016 
----------------------------  ---------------------------- 
 Shares in issue at 1 April 
  2016                                         721,588,020 
 Shares issued during the 
  year                                                 480 
----------------------------  ---------------------------- 
 Shares in issue at 30 
  September 2016                               721,588,500 
----------------------------  ---------------------------- 
 
 
                          6 months ended 30 September 
                                                 2015 
-----------------------  ---------------------------- 
 Shares in issue at 1 
  April 2015                              459,088,021 
 Shares issued during 
  the period                              125,000,000 
-----------------------  ---------------------------- 
 Shares in issue at 30 
  September 2015                          584,088,021 
-----------------------  ---------------------------- 
 
                                  Year ended 31 March 
                                                 2015 
-----------------------  ---------------------------- 
 Shares in issue at 1 
  April 2015                              459,088,021 
 Shares issued during 
  the period                              262,500,000 
-----------------------  ---------------------------- 
 Shares in issue at 31 
  March 2016                              721,588,020 
-----------------------  ---------------------------- 
 

9. Payables

On 9 September 2016 the Company announced a loan note fundraising to raise GBP400,000. Resolutions to approve the loan note fundraising were passed by shareholders at a general meeting held on 26 September 2016. The funds were received in full in early October 2016. An amount totally GBP385,000 was received on or before 30 September 2016 and is therefore treated as a payable in the balance sheet as at 30 September 2016.

10. Related party transactions

During the period the Company entered into the following related party transactions. All transactions were made on an arm's length basis:

Ocean Park Developments Limited

Nigel Brent Fitzpatrick, Non-Executive director, is also a director of Ocean Park Developments Limited. During the period the Company paid GBP12,000 (30 September 2015: GBP15,000; 31 March 2016: GBP32,000) in respect of his director's fees to the Company. The balance due to Ocean Park Developments at the period end was GBPnil (30 September 2015 GBPnil; 31 March 2016: GBPnil).

Risk Alliance Insurance Brokers Limited

Nigel Brent Fitzpatrick, Non-Executive director, is also a director of Risk Alliance Insurance Brokers Limited. During the period the Company paid GBP5,510 (Six months ended 30 September 2015: GBP5,510; Year ended 31 March 2015: GBP5,510) in respect of insurance services for the Company. The balance due to Risk Alliance Insurance Brokers Limited at the period end was GBPnil (30 September 2014 GBPnil; 31 March 2015: GBPnil)

Widdington Limited

Antony Laiker, director, is also a director of Widdington Limited. During the period the Company paid GBP18,000 (Six months ended 30 September 2015: GBP23,000; Year ended 31 March 2016: GBP46,000) in respect of his director's fees to the Company. The balance due to Widdington Limited at the period end was GBPnil (30 September 2015 GBPnil; 31 March 2016: GBPnil).

11. Principal risks and uncertainties

Principal risks and uncertainties are set out in the annual financial statements within the directors' report and also in note 13 and are reviewed on an on-going basis.

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the company, and will have overall responsibility for setting the company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the company's business both prior to and following an acquisition.

There have been no significant changes in the first six months of the financial year to the principle risks and uncertainties as set out in the 31 March 2015 Annual Report and Accounts.

12. Board Approval

These interim results were approved by the Board of Vela Technologies Plc on 22 December 2016.

DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS AND UNCERTANTIES

Responsibility statement

We confirm to the best of our knowledge:

(a) The condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

   (b)   The interim management report includes a fair review of the information required by: 

(1) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(2) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party described in the last annual report that could do so.

N Brent Fitzpatrick MBE

Chairman

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR FEMFAEFMSEEE

(END) Dow Jones Newswires

December 23, 2016 02:00 ET (07:00 GMT)

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