Share Name Share Symbol Market Type Share ISIN Share Description
Iconic Labs Plc LSE:ICON London Ordinary Share GB00BD060S65 ORD GBP0.0025
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.0675 0.065 0.07 0.07 0.0675 0.07 8,750,255 11:59:47
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Iconic Labs PLC Preliminary Results

31/10/2019 6:28pm

UK Regulatory (RNS & others)


Iconic Labs (LSE:ICON)
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TIDMICON

RNS Number : 8922R

Iconic Labs PLC

31 October 2019

31 October 2019

Iconic Labs Plc ("Iconic Labs" or the "Company")

Preliminary Results

Iconic Labs (LSE:ICON), a multi-divisional new media and technology business, is pleased to announce its unaudited preliminary results for the 18 month period ending 30 June 2019. A copy of the full report will be available on the Company's website www.iconiclabs.co.uk/investor-relations.

Chairman's Statement:

I am pleased to report these report and accounts which cover the eighteen-month period to 30 June 2019, during which profound change has occurred at the Company. The new team lead by John Quinlan has spent significant energy in cleaning up liabilities attached to Widecells Group Plc, the previous operational business, and securing a platform from which to implement the new strategy of building a multi-divisional new media and technology business.

The previous business

The Company was originally founded to pursue an opportunity relating to stem cell storage and evolved into planning to promote an insurance product related to the stem cell activity. It never achieved any commercial traction, with total revenues for the period of just GBP21,000, set against administrative expenses for the discontinued business of GBP5,801,450 together with substantial accrued liabilities.

Clearly this was unsustainable, and even with the convertible secured debenture facility that they entered into with the European High Growth Opportunities Securitization Fund ('EHGOSF'), and which we inherited, it is hard to see how the business could have survived. As if that were not bad enough, the actual number for administrative expenses could have been much higher as prior to taking control, we negotiated with many large creditors to substantially reduce liabilities.

On taking control, we made available a modest sum to the existing team to see if they could gain traction on revenues, but after a short period they communicated that they were not confident about taking that business forward and so we took the decision to shut it down to focus entirely on the new media strategy.

The bulk of the legacy liabilities have now been paid off, with some remaining debts being settled on a termed basis. These amount to approximately GBP400,000 as at the date of this letter. Without the work of the team and the funding that was put in place to deal with these debts there would inevitably have been a catastrophic loss for both shareholders and creditors.

New business and management team

As part of the plan, the board put in place a new team to develop a multi divisional new media and technology business within the Company. The team have an excellent background, having been instrumental in building UNILAD into the largest social media publisher in the world, all on the back of just two hundred pounds of share capital.

Unfortunately, for the first months the team had to spend more time dealing with unexpected legacy issues and liabilities, which have impacted the implementation of the new strategy. However, I believe over the last few months we have begun to see traction for the services and execution of the model. The acquisition of Gay Star News, a top three UK LGBTI publisher and the management agreement with The Tab, the UK's leading youth and student culture focussed publisher, have played a major part in this, and the team continues to seek out publishers and platforms to work with or even acquire.

Capital Structure

We are very aware that the capital structure of the Company is a source of frustration to shareholders, albeit the convertible facility with EHGOSF is one that we inherited. Our aim as a board is to move the Company towards a conventional, simplified capital structure with no convertible or other facilities. While we need to keep all options open while we resolve the final parts of the legacy issues and the overhang of securities held by EHGOSF, we are confident that once through these final issues, we will be in a position to finance the growth of the Company from conventional debt and equity issuance if needed.

Outlook

We have a team in place that has a track record of building social media focussed businesses. The implementation of the strategy has been slower than we anticipated, and we have been constrained by capital being diverted to legacy issues. However, I believe we have turned the corner and we ask that shareholders bear with us while we complete the final parts of the transition and move the Company to where we and you want to go, that being a leading profitable new media and technology business.

David Sefton

Chairman

31 October 2019

Chief Executive's Statement

Dear Shareholder

Our plans and strategy remain to build a leading new media and technology division and we are now beginning to see real progress. The restructuring and ultimately winding down of the legacy stem cell and insurance operations took more of our focus over the last months than we had originally planned, but with this process now close to completion, I am delighted that the team are now able to focus on the new media and technology business that is Iconic Labs.

Our plan for the business has two related elements: organic growth based upon deploying the team's skills and commercial experience in the sector alongside acquiring publishing platforms which we can leverage to sell those skills. As such, the critical first steps have been to acquire control (whether through a management contract or outright acquisition) of strategic publishing platforms.

The first of these has been through the acquisition of leading LGBTI publisher Gay Star News ('GSN'), and we have also agreed heads of terms for the acquisition of social media agency Social Alchemist Limited. Finally, we have entered into an agreement with Medium Channel Media Limited ("MCM") a media focussed investment company, to provide management services to The Tab, the largest social media publisher in the student market.

The acquisition of GSN is the first part of Iconic Labs' strategy to build critical mass and in particular expand its proprietary targeted distribution channels that the Company can utilise under the Iconic Labs brand offering. This strategy of acquiring digital brands and audiences will help contribute revenues in the short and medium term but also build capital value in the long term through the further development of these brands and the revenue potential they bring.

We believe GSN represents excellent value at GBP33,000 having generated revenues of over GBP500,000 last year. After careful due diligence we concluded that it is possible to achieve the similar levels of revenue but with a fraction of the historical cost base. We are currently working hard at relaunching GSN and this will immediately allow us to generate revenue from on-site digital advertising. However, we believe the greater revenue long term will come from combining the access to the GSN audience and data with the consulting services that the central Iconic Labs team offer; importantly we have already booked revenues in excess of the purchase price.

We see the GSN acquisition as representing a model for many future acquisitions. Buying established digital brands which have substantial revenue potential and then using our skills, experience and contacts to increase the Company's profitability and grow its long-term value as a brand while also crucially contributing to the central Iconic Labs business.

Our progress on organic revenue generation logically trails the work on publishing platforms but we are fully focused on business development. We are now seeing success in developing a pipeline and beginning to close on a variety of revenue contracts. The contract with MCM is due to be worth a minimum of GBP25,000 a month as soon as they conclude their acquisition of The Tab and we are looking forward to closing more contracts in Q4 which is traditionally a busy and profitable period for the industry.

While there has been no formal launch or trade PR around Iconic Labs, we have already had significant interest and a pipeline of opportunities for a variety of contracts that we are looking to close and execute. The current pipeline and interest give us confidence that our strategy and offering of creative fee-based services to potential clients is the right one. As previously announced, we have negotiated a marketing consultancy engagement with a Fintech company on a long-term retainer basis, and although this has yet to be formally signed, we believe that this model will become increasingly in demand across the industry.

I believe the future looks positive as we execute our plans and focus on building a pipeline of organic revenues as well as making good value acquisitions and investments. The media and advertising industries are in a state of flux and the opportunities for a disruptive new business like ours that combines owning valuable audiences with being able to offer a unique product suite and content creation to clients puts us in a great position for the future.

Overall, we are seeing some real signs of progress on both the revenue generation and acquisition parts of the business and we are looking forward to building on this in the future.

John Quinlan

Chief Executive

31 October 2019

Strategic Report:

Introduction

Iconic Labs PLC is a company domiciled in England. The Company was incorporated on 24 May 2016 and this is the third set of financial statements prepared by the Company. The Company has raised from a variety of means in the past, including a number of equity placings and debt facilities.

During this financial year the company has evolved from a stem cell and insurance company called Widecells Group PLC into a media and technology company, and has been renamed Iconic Labs PLC.

Change in Business Model

The business model for the Company has changed dramatically from the original Widecells business to the new Iconic labs business. The original Widecells company was founded to pursue an opportunity relating to stem cell storage and evolved into planning to promote an insurance product related to the stem cell activity. This has now been shut down and the business discontinued.

The new Iconic Labs is a media and technology business focused on providing online marketing, content and technology driven products. The Company plans to create complimentary divisions that will allow it to provide a broad-based, all-encompassing offering allowing clients to build their online branding and awareness, generate significant revenues as well as building its own brand platforms and products that have long term capital value.

Principal Activities and Business Review

The Market Opportunity

The directors believe that years of sustained technological innovation across the globe has fundamentally changed consumer buying habits; the way they interact with each other; and the way they consume content. This sets the scene for fundamentally changed market, not only for content producers and publishers; commerce and advertisers; but for all.

This change has been driven by, and capitalised upon, by key technological companies, primarily focused on online advertising and other internet related services, software and hardware but have a much wider reaching impact on our everyday lives. Google, Facebook, Amazon, Apple, Microsoft, Samsung, Snapchat, Netflix & Tencent are the notable companies in the space, and will be for the foreseeable future, with entire business ecosystems reliant on their services and key influence and impact in policy and regulation at the highest level.

Digital Publishing

The demand for online content and entertainment services is increasing with people spending more time online and consuming more content than ever before. Social media usage across the UK continues to increase, alongside overall internet use which has doubled in the last 10 years from 12 hours a week in 2007 to 24 hours a week in 2017. Despite a sizeable and staunch audiences, it is clear traditional content creators have failed to adapt to the technological changes and effectively monetise on digital distribution channels and platforms. Social Media platforms such as Facebook & Twitter have transformed the way content in particular news is discovered, disseminated, and digested. In this new era a key component in building an engaged audience and effectively monetising it, is understanding and navigating the ever-changing social media landscape.

Advertising

As audiences continue to shift online, so too does advertising revenue, as the WARC Expenditure report states, "at GBP13.4 billion in 2018, it now accounts for 57% of the UK's total advertising expenditure of GBP23.6 billion." Behind search, the largest slice of online advertising is display advertising, and an increasing amount is spent on social media, with spend on social platforms increasing more than three-fold from GBP861m in 2015 to GBP3 billion in 2018.

Current Business Strategy

The directors believe that there is a significant opportunity in the publishing and advertising market because of technological and structural changes. The directors feel a staged roll-out of complementary divisions that work together and as standalone propositions will allow the Company to take advantage of a number of industry trends with the scale to service the biggest clients but also the flexibility to work with a variety of partners in the industry.

The directors believe the planned structure of Iconic labs is an example of a new operating model of that will be desirable to partners and clients, and critical to establishing a successful modern media company.

Current Business

Online Media Brands and Complimentary Agency and Consultancy Services

The Consultancy and Agency:

The first phase of the Company's strategy has been launching the agency and consultancy offering. This has already been soft launched to some clients and has achieved a promising reception.

This is a product based on the teams unique expertise and experience that is in high demand in the industry that involves a consulting approach to advise clients on their businesses but also with the agency capabilities to actually deliver campaigns and creative services in line with a client's needs.

Monthly Insights

Data analysis enables the brand to have a better understanding of what was working on their own digital and social channels whilst also being prepared to react to their competitors' content

Content Creation & Distribution

Work closely with insights to produce content that can be distributed across various social channels

Post Campaign Analysis

Analysis to establish sentiment & content performance to ensure insightful, creative and efficient future campaigns

Combining with Online Media Brands

This is a powerful offering in its own right but we believe that its effectiveness and demand is multiplied many times by being used in conjunction with the ownership and access to established online media brands and their access to consumer data, talent and audience.

The ability to offer potential clients and partners unique access to audience, data and insights with the backing and credibility of an established and trusted brand is a unique selling point to brands and the company believes this will be best way of establishing a strong client base and selling numerous products and services.

Future Growth and Potential Roll Up Opportunity

The directors believe that a result of this model of pairing an online media brand with a consultancy offering the company will need to be selective in which brands and markets the Company looks to target and have strict criteria for any growth in this area.

The Company is targeting established brands in high growth markets that complement the skill and experience of its team. While these involve the development of new brands in areas in line but will be predominantly based around a 'roll up' of available brands in the sector. The desire to own and operate established brands is a crucial part of the reasoning behind a 'roll up'.

Additional Business Divisions:

The directors are confident in achieving success with the first parts of the business and then will look to add in additional business divisions and revenue streams over time:

-- E commerce - Work in collaboration with online media brands division and utilise the feedback loops to inform production and sale of consumer products

-- Content Studio - Create original video formats that are piloted on social media and further developed for viewing on TV and platforms such as Netflix

-- Content Licensing - License User Generated Content ('UGC') created by users who have posted it to social media and resell brands, & production houses internationally

-- Tech Product Development - Use insights gained from owned and operated media audiences to drive development of innovative & forward-thinking products

Key strengths of Team and Strategy:

Team:

The Directors believe the biggest strength of the Company is the team. They have a unique set of skills, experience and contacts, having established UNILAD in 2014 and developing it into the world's largest social media publisher. UNILAD showed year-on-year annual revenue growth in excess of 100% with revenues reaching more than GBP10 million and the Directors believe the team can help Iconic Labs grow substantial revenues.

Strategy:

-- To compete effectively in a competitive advertising space achieving some consolidation of similar businesses and scale is very important:

-- This allows the company to be of a size and offer enough relevant services that it becomes a viable proposition in terms of its ability to deliver for larger brands with significant budgets.

-- Opportunity for cross and up selling to the different business units with client portfolios and pipelines

   --      Cost synergies across all the businesses with an ability to centralise finance, tech, 

-- Increased efficiency and effectiveness with shared access to single tech, data and insights platform

   --      Legacy Issues 

Legacy Issues:

Upon taking control, a modest sum of funding was made available to the existing Widecells team to see if they could get some traction on revenues. However, after a short period of time they communicated that they were not confident about taking the business forward and so we shut it down.

There were significant legacy issues, some of which were not known to the new management upon taking control of the business. An audit of the true creditor position of the company was taken and an assessment made of how to restructure the company's debts and its subsidiaries. The Company has received legal and professional advice at every stage is fully confident that it is in control of the liabilities and any processes required to manage them.

The management negotiated with creditors, some of whom were former directors and secured legally binding settlement agreements to substantially reduce the debt position of PLC.

There were some debts, such as to HMRC, the pensions regulator and the LSE that the company has paid or plans to pay in full. There are still around GBP400k of legacy debts that the Company is in the final stage of discharging in accordance with agreed payment plans.

There were and are a number of subsidiaries that had incurred significant debts. The Company has taken substantial legal and professional advice and is confident it is not responsible for these debts and does not intend to pay them.

Status of Subsidiaries:

   --      Widecells Brazil - Dissolved April 2018 

-- Widecells Limited - Has entered liquidation process; Antony Batty and Co appointed liquidator

   --      WideAcademy - Dormant 
   --      Widecells Espana - Dormant 

-- Widecells Portugal - Directors are absent but are responsible for producing accounts. Company is working to produce these in their absence.

-- Cellplan International LDA - Directors are absent but are responsible for producing accounts. Company is working to produce these in their absence.

   --      Cellplan Limited - Shareholder of Cellplan International LDA. Dormant 
   --      Widecells International Limited - Dormant 

Key Performance Indicators:

Given the change of business in the period the historic KPIs are no longer relevant as they form part of the Widecells business and are will not be brought forward from the prior year. The new Iconic labs business is at an early stage of development and will be focused on the areas of cash management and operating results.

The board is focused on increasing revenues and increasingly getting towards profitability over time, so these will be key operating performance indicators in the future.

Financial Review:

Financial Review of Widecells Group PLC

The Widecells Group PLC business has been discontinued and the group had administrative expenses of GBP5,801,450 and a total loss for the period ending June 30 2019 of GBP5,809,942.

Financial review of Ionic Labs

On March 18th 2019 a new media and technology division of the business called Iconic Labs was formed and which became the main division of the business.

The administration expenses of Iconic Labs were GBP303,902 till the end of the period. These costs are related to cleaning up to time of management and team in restructuring old business as well as the launch of the new media and technology business.

Iconic Labs had yet to record any revenue by the end of the period and the total loss was GBP307,952.

 
                                          Notes     Period        Period ended 
                                                     ended             30 June 
                                                    30 June               2019 
                                                      2019       Discontinuing 
                                                   Continuing              GBP 
                                                      GBP 
 Revenue                                                    -           21,081 
 Administrative expenses                    5       (303,902)      (5,801,450) 
                                                 ------------  --------------- 
 Loss from operating activities                     (303,902)      (5,780,369) 
 
 Finance 
  income                                    7               -            2,174 
 Finance 
  costs                                     7         (4,050)         (31,747) 
                                                 ------------  --------------- 
 Loss before taxation                               (307,952)      (5,809,942) 
 
 Taxation                                   8               -                - 
                                                 ------------  --------------- 
 Loss for the period                                (307,952)      (5,809,942) 
 
 Exchange translation on                                    -                - 
  foreign operations 
 
 Total comprehensive loss 
  for the period                                    (307,952)      (5,809,942) 
                                                 ============  =============== 
 
 
 

The results for 2017 relate entirely to discontinued operations.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIODED 30 JUNE 2019

 
                                          Notes     Period        Period ended        Period     Year ended 
                                                     ended             30 June         ended    31 December 
                                                    30 June               2019       30 June           2017 
                                                      2019       Discontinuing          2019            GBP 
                                                   Continuing              GBP         Total 
                                                      GBP                                GBP 
 Revenue                                                    -           21,081        21,081         50,765 
 Administrative expenses                    5       (303,902)      (5,801,450)   (6,105,352)    (2,840,228) 
                                                 ------------  --------------- 
 Loss from operating activities                     (303,902)      (5,780,369)   (6,084,271)    (2,789,463) 
 
 Finance 
  income                                    7               -            2,174         2,174              - 
 Finance 
  costs                                     7         (4,050)         (31,747)      (35,797)       (17,264) 
                                                 ------------  ---------------  ------------  ------------- 
 Loss before taxation                               (307,952)      (5,809,942)   (6,117,894)    (2,806,727) 
 
 Taxation                                   8               -                -             -        (2,126) 
                                                 ------------  ---------------  ------------  ------------- 
 Loss for the period                                (307,952)      (5,809,942)   (6,117,894)    (2,808,853) 
 
 Exchange translation on 
  foreign operations                                        -                -             -       (32,798) 
 
 Total comprehensive loss 
  for the period                                    (307,952)      (5,809,942)   (6,117,894)    (2,841,651) 
                                                 ============  ===============  ============  ============= 
 
 Loss per ordinary share 
 Basic and diluted                          9               -           (0.02)        (0.02)         (0.05) 
                                                 ============  ===============  ============  ============= 
 
 
 
   The results for 2017 relate entirely to discontinued operations. 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2019

 
                                                        30 June   31 December 
                                                           2019          2017 
                                           Notes            GBP           GBP 
 Non-current assets 
 Property, plant and equipment             10             7,093       466,591 
 Intangible assets                         11                 -       139,106 
                                                          7,093       605,697 
                                                  -------------  ------------ 
 
 Current assets 
 Stock                                     13                 -        27,850 
 Trade and other receivables               14                 -         9,551 
 VAT recoverable                           14            15,922       173,703 
 Cash and cash equivalents                 15            15,597       615,219 
                                                  -------------  ------------ 
                                                         31,519       826,323 
                                                  -------------  ------------ 
 
 Total assets                                            38,612     1,432,020 
                                                  =============  ============ 
 
 Equity 
 Share capital                             19         3,498,257       162,053 
 Share premium                             20         5,124,900     3,460,854 
 Merger reserve                            20                 -     (185,728) 
 Translation reserve                       20                 -      (32,798) 
 Share-based payment reserve               20                 -       331,975 
 Retained deficit                          20      (10,297,770)   (4,305,132) 
                                                  -------------  ------------ 
                                                    (1,674,613)     (568,776) 
 
 Non-current liabilities 
 Loans and borrowings                      17            11,141       207,551 
                                                  -------------  ------------ 
                                                         11,141       207,551 
                                                  -------------  ------------ 
 
 Current liabilities 
 Trade and other payables                  16         1,633,806       935,536 
 Loans and borrowings                      17            68,278       857,709 
                                                      1,702,084     1,793,245 
                                                  -------------  ------------ 
 Total liabilities                                    1,713,225     2,000,796 
                                                  -------------  ------------ 
 
 Total equity and liabilities                            38,612     1,432,020 
                                                  =============  ============ 
 

.............................................

John Quinlan

Director

31 October 2019

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIODED 30 JUNE 2019

 
                                                                                Share- 
                                                                                 based 
                         Share         Share        Merger     Translation     payment        Retained           Total 
                       capital       premium       reserve         reserve     reserve         deficit          Equity 
                           GBP           GBP           GBP             GBP         GBP             GBP             GBP 
 
 Balance at 31 
  December 2016        135,145     2,159,000     (185,728)               -     211,513     (1,496,279)         823,651 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 
 Loss for the 
  period                     -             -             -               -           -     (2,808,853)     (2,808,853) 
 Foreign 
  exchange 
  translation                -             -             -        (32,798)           -               -        (32,798) 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 Total 
  comprehensive 
  loss for the 
  period                     -             -             -        (32,798)           -     (2,808,853)     (2,841,651) 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 Transactions 
 with 
 owners: 
 Share-based 
  payment 
  charges                    -             -             -               -     120,462               -         120,462 
 Issue of shares        26,908     1,371,789             -               -           -               -       1,398,697 
 Costs of 
  placings                   -      (69,935)             -               -           -               -        (69,935) 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 Total 
  contribution 
  by and 
  distribution 
  to owners             26,908     1,301,854             -               -     120,462               -       1,449,224 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 
 Balance at 31 
  December 2017        162,053     3,460,854     (185,728)        (32,798)     331,975     (4,305,132)       (568,776) 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 
 Loss for the 
  period                     -             -             -               -           -     (6,117,894)     (6,117,894) 
 Foreign 
 exchange                    -             -             -               -           -               -               - 
 translation 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 Total 
  comprehensive 
  loss for the 
  period                     -             -             -               -           -     (6,117,894)     (6,117,894) 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 Transactions 
 with 
 owners: 
 Share-based 
  payment 
  charges                    -             -             -               -      11,807               -          11,807 
 Issue of shares     3,336,204     1,894,621             -               -           -               -       5,230,825 
 Costs of 
  placings                   -     (230,575)             -               -           -               -       (230,575) 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 Total 
  contribution 
  by and 
  distribution 
  to owners          3,336,204     1,664,046             -               -      11,807               -       5,012,057 
                  ------------  ------------  ------------  --------------  ----------  --------------  -------------- 
 
 Transfer 
  between 
  reserves                   -             -       185,728          32,798   (343,782)         125,256               - 
 
 Balance at 30 
  June 2019          3,498,257     5,124,900             -               -           -    (10,297,770)     (1,674,613) 
                  ============  ============  ============  ==============  ==========  ==============  ============== 
 

The currency translation reserve comprises all foreign currency adjustments arising from the translation of the financial statements of the foreign operation. During the year, the Board decided that a number of the reserves related to historic balances which are no longer relevant given the changes in the group during the period. The merger reserve, translation reserve and share-based payment reserve have been transferred to retained deficit during the period.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODED 30 JUNE 2019

 
 
                                                                                  Period 
                                                                                   ended     Year ended 
                                                                                 30 June    31 December 
                                                                                    2019           2017 
                                                                 Notes               GBP            GBP 
 Cash flows from operating activities 
 Total comprehensive loss for 
  the period                                                                 (6,117,894)    (2,808,853) 
 Depreciation and amortisation                                     5                 417        113,191 
 Impairment of assets                                              5             629,616              - 
 Share-based payment charge                                       22              11,807        120,462 
 Net interest expense                                              7              33,623         17,264 
                                                                             (5,442,431)    (2,557,936) 
 
 Decrease/(Increase) in stock                                                     27,850       (24,963) 
 Decrease/(Increase) in trade 
  and other receivables                                                          167,333      (101,133) 
 Increase/(decrease) in trade 
  and other payables                                                             698,270        543,205 
 Net cash used in operating 
  activities                                                                 (4,548,978)    (2,140,827) 
                                                                        ----------------  ------------- 
 
 
 Cash flows from investing 
  activities 
 Purchase of tangible fixed 
  assets                                                          10            (31,429)      (323,989) 
 Net cash used in investing 
  activities                                                                    (31,429)      (323,989) 
 
 
 Cash flows from financing 
  activities 
 Issue of share capital                                                        5,230,825      1,398,697 
 Costs of issuing share capital                                                (230,575)       (69,935) 
 Interest received                                                 7               2,174              - 
 Interest paid                                                     7            (35,797)       (17,264) 
 Convertible debt issued                                                               -         50,000 
 Issue of finance leases                                                               -        153,003 
 Repayment of finance leases                                                   (174,787)              - 
 Proceeds from borrowings                                                              -        150,000 
 Repayment of borrowings                                                       (313,877)      (198,604) 
 Net cash flows from financing 
  activities                                                                   4,477,963      1,465,897 
 
 Net decrease in cash and cash 
  equivalents                                                                  (102,444)      (998,919) 
 
 Cash and cash equivalents 
  at beginning of period                                                         118,041      1,149,758 
 Effect of foreign exchange 
  rate changes                                                                         -       (32,798) 
                                                                            ------------  ------------- 
 Cash and cash equivalents 
  at period end                                                   15              15,597        118,041 
                                                                            ------------  ------------- 
 
 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2019

 
                                                        30 June   31 December 
                                                           2019          2017 
                                           Notes            GBP           GBP 
 Non-current assets 
 Property, plant and equipment              10            7,093        42,477 
 Investments                                                  -        76,000 
 Non-current assets                                       7,093       118,477 
                                                  -------------  ------------ 
 
   Current assets 
 Trade and other receivables                14                -     1,696,772 
 Cash and cash equivalents                  15            4,339             - 
                                                  -------------  ------------ 
                                                          4,339     1,696,772 
                                                  -------------  ------------ 
 
 Total assets                                            11,432     1,815,249 
                                                  =============  ============ 
 
 Equity 
 Share capital                              19        3,498,257       162,053 
 Share premium                              20        5,124,900     3,460,854 
 Share-based payment reserve                20                -       331,975 
 Retained deficit                           20     (10,162,141)   (3,352,643) 
                                                  -------------  ------------ 
                                                    (1,538,984)       602,239 
 
 Non-current liabilities 
 Loans and borrowings                       17           11,141       113,321 
                                                  -------------  ------------ 
                                                         11,141       113,321 
                                                  -------------  ------------ 
 
 Current liabilities 
 Trade and other payables                   16        1,470,997       833,805 
 Bank debt and commercial loans             17                -        25,000 
 Directors loans                            17                -       100,000 
 Loans and borrowings                       17           68,278       140,884 
                                                  -------------  ------------ 
                                                      1,539,275     1,099,689 
                                                  -------------  ------------ 
 Total liabilities                                    1,550,416     1,213,010 
                                                                 ------------ 
 
 Total equity and liabilities                            11,432     1,815,249 
                                                  =============  ============ 
 
 

The Company's loss and total comprehensive loss for the period ended 30 June 2019 was GBP7,153,280 (December 2017: GBP2,310,506 )

................................................

John Quinlan

Director

31 October 2019

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIODED 30 JUNE 2019

 
                                                          Share-based 
                                    Share         Share      payments       Retained         Total 
                                  capital       premium       reserve        deficit        equity 
                                      GBP           GBP           GBP            GBP           GBP 
 
 Balance at 31 December 
  2016                            135,145     2,159,000       211,513    (1,042,137)     1,463,521 
                               ----------  ------------  ------------  -------------  ------------ 
 
 Loss for the year                      -             -             -    (2,310,506)   (2,310,506) 
                               ----------  ------------  ------------  -------------  ------------ 
 Total comprehensive loss 
  for period                            -             -             -    (2,310,506)   (2,310,506) 
                               ----------  ------------  ------------  -------------  ------------ 
 Transactions with owners 
 Share-based payment charge             -             -       120,462              -       120,462 
 Issue of shares                   26,908     1,371,789             -              -     1,398,697 
 Cost of placings                       -      (69,935)             -              -      (69,935) 
                               ----------  ------------  ------------  -------------  ------------ 
 Total contributions by 
  and distributions to 
  owners                           26,908     1,301,854       120,462              -     1,449,224 
                               ----------  ------------  ------------  -------------  ------------ 
 Balance at 31 December 
  2017                            162,053     3,460,854       331,975    (3,352,643)       602,239 
 
 Loss for the period                    -             -             -    (7,153,280)   (7,153,280) 
                               ----------  ------------  ------------  -------------  ------------ 
 Total comprehensive loss 
  for period                            -             -             -    (7,153,280)   (7,153,280) 
                               ----------  ------------  ------------  -------------  ------------ 
 Transactions with owners 
 Share-based payment charge             -             -        11,807              -        11,807 
 Issue of shares                3,336,204     1,894,621             -              -     5,230,825 
 Cost of placings                       -     (230,575)             -              -     (230,575) 
                               ----------  ------------  ------------  -------------  ------------ 
 Total contributions by 
  and distributions to 
  owners                        3,336,204     1,664,046        11,807              -     5,012,057 
                               ----------  ------------  ------------  -------------  ------------ 
 
   Transfer between reserves            -             -     (343,782)        343,782             - 
 
 Balance at 30 June 2019        3,498,257     5,124,900             -   (10,162,141)   (1,538,984) 
                               ==========  ============  ============  =============  ============ 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIODED 30 JUNE 2019

   1.         Accounting Policies 

Basis of preparation and going concern

Iconic Labs plc is a public company incorporated and domiciled in England and Wales. The address of the Company's registered office is 27-28 Eastcastle Street, London, W1W 8DH. The consolidated financial statements of the Group as at and for the period ended 30 June 2019 comprise the financial statements of the Company and its subsidiary undertakings.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board and as adopted by the European Union.

The Company's individual statement of comprehensive income has been omitted from the Group's annual financial statements having taken advantage of the exemption not to disclose under Section 408(3) of the Companies Act 2006.

The consolidated financial statements have been prepared on the historical cost basis.

These consolidated financial statements are presented in Pounds Sterling ('GBP'), which is considered by the directors to be the functional and most appropriate presentation currency.

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, which is defined as twelve months from the signing of this report. For this reason, the directors continue to adopt the going-concern basis of accounting in preparing the financial statements.

New standards and interpretations not yet adopted

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2019 or later periods, but which the Group has not early adopted.

IFRS 16 - Leases

The standard has been developed to provide information to the users of the financial statements on the lease transactions undertaken by the entity, in order for them to assess the amount, timing and uncertainty of cash flows arising from leases.

The standard is effective for periods beginning on or after 1 January 2019.

On application of the standard, the company will be required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.

The directors consider that the effect of IFRS16 will be that some of the Group's leases will be capitalised and recognised on the balance sheet. The effect has not yet been fully documented by the directors.

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its subsidiaries. Subsidiaries are entities controlled by the Group. The parent company controls a subsidiary if it has power over the investee to significantly direct the activities, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investors returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

The consolidated financial statements consist of the results of the following entities:

 
            Entity                                             Summary description 
-------------------------------------------------  ------------------------------------------- 
            Iconic Labs plc (previously Widecells              Ultimate holding company 
             Group plc) 
            WideCells International Limited                    Holding company of subsidiaries 
            WideCells Limited                                  Trading company 
            WideCells Portugal SA                              Trading company 
            WideCells Espana SL                                Trading company 
            WideAcademy Limited                                Trading company 
            CellPlan Limited                                   Holding company 
            CellPlan International Lda                         Trading company 
 

Revenue

The Group recognises the introduction of IFRS 15 for the accounting period under review and does not consider that it has a material impact on the Group's income.

Revenue represents the fair value of consideration received or receivable in the period, net of discounts and sales taxes.

Sales income derives from the procurement and marketing of cord blood stem cell storage. Revenue is recognised as detailed below:

Revenue is recognised when it is probable that the economic benefits associated with a transaction will flow to the Group and the amount of revenue and associated costs can be measured reliably. Where the work has been carried out and it is certain that the income is due, appropriate adjustments are made through deferred and accrued income on a percentage of completion basis. Deferred income comprises of income received in advance of the consideration being due and has been included within current liabilities on the basis that the revenue becomes due within 12 months from the balance sheet date. Accrued income includes the value of work performed during the period and where a right to consideration has arisen, which was not invoiced until after the period end.

Interest is recognised, in profit and loss, using the effective-interest rate method.

Foreign currency

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. .

Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising on retranslation are recognised in the statement of comprehensive income.

The adjustment in 'Other comprehensive income' arises because of the difference between the value of the assets and liabilities of foreign operations (including goodwill and the fair-value adjustments arising on acquisition) when acquired compared to the value when translated to GBP at exchange rates at the reporting date. The income and expenditure earned and incurred by the Group's overseas operations are translated to GBP at the average exchange rate at the date of each transaction.

Financial assets

The group does not have any financial assets which it would classify as fair value through profit or loss, available for sale or held to maturity. Therefore, all financial assets are classed as loans and receivables as defined below:

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance against loans and receivables. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Loans and receivables comprise trade and other receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in their fair value. These are initially and subsequently recorded at fair value.

Bank overdrafts are shown within loans and borrowings in current liabilities on the statement of financial position.

Financial liabilities

The group does not have any financial liabilities that would be classified as fair value through profit or loss. Therefore, these financial liabilities are classified as financial liabilities at amortised cost, as defined below:

Other financial liabilities include the following items:

-- Borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs and premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

-- Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Share capital

The group's ordinary shares are classified as equity instruments.

Tangible fixed assets

Items of plant and equipment are initially recognised at cost. As well as purchase price, cost includes directly attributable costs.

Depreciation is provided on all other items of property, plant and equipment, so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

 
 Plant & machinery        33% straight line basis 
  - 
 Leasehold improvements   33% straight line basis 
  - 
 Computer hardware        33% straight line basis 
  - 
 

Intangible fixed assets

Intangible assets comprise capitalised computer software and are initially recognised at cost.

Amortisation is provided so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

 
 Computer software   33% straight line basis 
  - 
 

Leased assets

Where substantially all of the risks and rewards incidental to the ownership of a leased asset have been transferred to the group, the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element is charged to the statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed by the lessor.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the group, the total rentals payable under the lease are charged to the statement of consolidated income on a straight-line basis over the lease term.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost or net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Share-based payments

Where equity settled share-based payments are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As along as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of consolidated income over the remaining vesting period.

   2.         Critical Accounting estimates and judgements 

The group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. There are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

   3.         Revenue 

Revenue in all periods principally arises from the provision of services. In 2016 this was from the planning phase of an R&D contract with Qiginex, which ran through 2017 and 2018 in the UK. Revenues also include sales of Cellplan and INDUS products.

   4.         Segment Information 

Operating segments are components of the entity that:

   --      Engages in business activity from which it earns revenues and incurs expenses; 
   --      Of which discrete financial information is available; 
   --      Whose operating results are reviewed regularly by the chief operating decision maker 

Until sales begin in the new operating divisions of CellPlan and Wideacademy, the group has 3 main operating segments, all of which have the same intended source of revenue from the WideCells division:

   --      United Kingdom 
   --      Portugal 
   --      Spain 

The group's reportable segments are geographical business units that offer WideCells products and services into different markets. They are managed separately as each business is operated from a different location.

Measurement of operating segment profit or loss, assets and liabilities

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.

The group evaluates performance on the basis of profit or loss from operations but excluding non-recurring losses and the effects of share-based payments.

 
                                      UK   Portugal     Spain      Cellplan   Wideacademy         Total 
                      2019           GBP        GBP       GBP           GBP           GBP           GBP 
 Sales and services 
  provided                        20,761          -         -           320             -        21,081 
 Total revenue 
  from external 
  customers                       20,761          -         -           320             -        21,081 
 Total gross profit               20,761          -         -           320             -        21,081 
 Segment EBITDA              (5,050,075)   (34,885)   (9,003)     (292,258)      (68,019)   (5,454,240) 
 Depreciation, 
  amortisation and 
  impairment                   (466,504)          -         -     (163,529)             -     (630,033) 
 Loss from operations        (5,516,579)   (34,885)   (9,003)     (455,786)      (68,019)   (6,084,272) 
 Finance income/(expense)       (27,778)      1,297         -             -       (7,141)      (33,622) 
 Tax                                   -          -         -             -             -             - 
                            ------------  ---------  --------  ------------  ------------  ------------ 
 Group loss after 
  tax                        (5,544,357)   (33,588)   (9,003)     (455,786)      (75,160)   (6,117,894) 
                            ------------  ---------  --------  ------------  ------------  ------------ 
 
 Total assets                     34,712        621       580         2,699             -        38,612 
 Total liabilities             1,650,050          -         -        63,175             -     1,713,225 
 

All of the activities outside of the UK have been discontinued. The results of the UK operation relate to continuing and discontinued operations as follows:

 
 2019                                    UK              UK            UK 
                                 Continuing    Discontinued         Total 
                                        GBP             GBP           GBP 
 Sales and services provided              -          20,761        20,761 
 Total revenue from external 
  customers                               -          20,761        20,761 
 Total gross profit                       -          20,761        20,761 
 Segment EBITDA                   (303,485)     (4,746,590)   (5,050,075) 
 Depreciation, amortisation 
  and impairment                      (417)       (466,087)     (466,504) 
 Loss from operations             (303,902)     (5,212,677)   (5,516,579) 
 Finance income/(expense)           (4,050)        (23,728)      (27,778) 
 Tax                                      -               -             - 
                               ------------  --------------  ------------ 
 Group loss after tax             (307,952)     (5,236,405)   (5,544,357) 
                               ------------  --------------  ------------ 
 
 
 
                                  UK    Portugal      Spain   Cellplan   Wideacademy         Total 
                  2017           GBP         GBP        GBP        GBP           GBP           GBP 
 Sales and services 
  provided                    49,501       1,264          -          -             -        50,765 
 Total revenue 
  from external 
  customers                   49,501       1,264          -          -             -        50,765 
 Total gross profit           49,501       1,264          -          -             -        50,765 
 Segment EBITDA          (2,311,794)   (352,110)   (12,368)          -             -   (2,676,272) 
 Depreciation and 
  amortisation             (107,555)     (5,636)          -          -             -     (113,191) 
 Loss from operations    (2,419,349)   (357,746)   (12,368)          -             -   (2,789,463) 
 Finance expense            (17,185)        (80)          1          -             -      (17,264) 
 Tax                               -     (2,126)          -          -             -       (2,126) 
                        ------------  ----------  ---------  ---------  ------------  ------------ 
 Group loss after 
  tax                    (2,436,534)   (359,952)   (12,367)          -             -   (2,808,853) 
                        ------------  ----------  ---------  ---------  ------------  ------------ 
 
 Total assets              1,341,263      82,690      8,067          -             -     1,432,020 
 Total liabilities         1,913,128      80,691      6,977          -             -     2,000,796 
 

The results for 2017 relate entirely to discontinued operations.

   5.         Loss from Operations 
 
                                                                  Period ended     Year ended 
                                                                       30 June    31 December 
                                                                          2019           2017 
                                                                           GBP            GBP 
 The loss for the period is stated after charging/(crediting): 
 Depreciation                                                              417        113,721 
 Impairment of assets                                                  629,616              - 
 Auditors remuneration - group                                          42,000         44,427 
 Auditors remuneration - company                                             -         25,149 
 Operating lease - property                                             81,473        114,152 
 Share-based payments expense                                           11,807        120,462 
 Foreign exchange gains                                                  6,273       (54,881) 
 
 
 Expenses by nature:                                GBP         GBP 
 Supplies and external services               2,425,820   1,568,974 
 Other expenses                               1,366,623    (46,938) 
 Staff costs                                  1,682,876   1,205,001 
                                             ----------  ---------- 
 Total operating expenses                     5,475,319   2,727,037 
                                             ----------  ---------- 
 Depreciation, amortisation and impairment 
  of assets                                     630,033     113,191 
                                             ----------  ---------- 
                                              6,105,352   2,840,228 
                                             ----------  ---------- 
 
   6.         Staff Costs 
 
                                                Period ended     Year ended 
                                                     30 June    31 December 
                                                        2019           2017 
                                                         GBP            GBP 
 Staff costs (including directors) comprise: 
 Wages and salaries                                1,473,681        900,811 
 Defined contribution pension cost                    53,315         44,427 
 Benefits                                                  -         25,149 
 Social security contributions and similar 
  taxes                                              144,073        114,152 
 Share-based payments expense                         11,807        120,462 
                                                   1,682,876      1,205,001 
                                               ------------- 
 
 
 Employee Numbers                               2019   2017 
 The average number of staff employed by the 
  group during the period amounted to: 
 General and administration                       15     17 
                                               -----  ----- 
                                                  15     17 
                                               -----  ----- 
 

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities, and are the directors of the company.

Remuneration of the directors and highest paid director is shown in the corporate governance report. In addition to the amounts disclosed in the corporate governance report, the full share-based payment charge of GBP11,807 (2017: GBP120,462) relates to key management personnel.

   7.         Finance Income and Expense 
 
                              Period ended     Year ended 
                                   30 June    31 December 
                                      2019           2017 
                                       GBP            GBP 
 Finance income 
 Other interest received             2,174              - 
                             -------------  ------------- 
 Total finance income                2,174              - 
                             -------------  ------------- 
 
 Finance expense 
 Bank loans and overdrafts          35,797         17,264 
                             -------------  ------------- 
 Total finance expense              35,797         17,264 
                             -------------  ------------- 
 
   8.         Taxation 
 
                                              Period ended     Year ended 
                                                   30 June    31 December 
                                                      2019           2017 
                                                       GBP            GBP 
 Current tax 
 Overseas taxation payable on profits for 
  the period                                             -          2,126 
                                            --------------  ------------- 
 Total current tax and tax credit                        -          2,126 
                                            --------------  ------------- 
 

The reason for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:

 
                                                         2019          2017 
                                                          GBP           GBP 
 Loss before taxation                             (6,117,894)   (2,806,727) 
 Tax using the parent company's domestic tax 
  rate of 19% (2017: 19,25%)                      (1,162,400)     (540,295) 
 Effects of: 
 Unrelieved tax losses and other deductions 
  arising in the period                               693,403       463,295 
 Expenses not deductible for taxation purposes        468,997        77,000 
 Local overseas taxes                                       -       (2,126) 
                                                 ------------  ------------ 
 Total tax charged in the income statement                  -       (2,126) 
                                                 ------------  ------------ 
 

The deferred taxation of GBP1,154,625 (2017: GBP534,212) attributable to losses arising in the period and for losses carried forward has not been recognised in these accounts due to the uncertainty over whether this will be recovered.

   9.         Loss per share 
 
                                               Period ended     Year ended 
                                                    30 June    31 December 
                                                       2019           2017 
                                                        GBP            GBP 
 Numerator 
 Loss for the period                            (6,117,894)    (2,808,853) 
 Denominator 
 Weighted average number of ordinary shares 
  used in basic EPS                             282,378,357     59,993,454 
 Effects of: 
 Employee share options                           2,808,454      3,485,518 
 Conversion share warrants                                -        205,479 
 Broker share warrants                                    -        727,272 
                                              -------------  ------------- 
 Weighted average number of ordinary shares 
  used in diluted EPS                           285,186,811     64,411,723 
                                              -------------  ------------- 
 Basic and diluted loss per share                    (0.02)         (0.05) 
                                              -------------  ------------- 
 
   10.       Tangible Assets 

Group

 
                                         Plant &       Leasehold    Computer 
                                       Machinery    Improvements    Hardware     Total 
                                             GBP             GBP         GBP       GBP 
       Cost 
       Balance at 1 January 2017         225,708         154,620      27,715   408,043 
       Additions                         119,782          29,130      32,788   181,700 
       Effect of foreign exchange              -           2,099       1,445     3,544 
                                     -----------  --------------  ----------  -------- 
       Balance at 31 December 2017       345,490         185,849      61,948   593,287 
                                     -----------  --------------  ----------  -------- 
 
       Additions                          10,282               -      21,147    31,429 
                                     -----------  -------------- 
       Balance at 30 June 2019           355,772         185,849      83,095   624,716 
                                     -----------  --------------  ----------  -------- 
 
       Amortisation 
       Balance at 1 January 2017               -          10,077       3,068    13,145 
       Charge for the year                43,868          53,103      16,220   113,191 
       Effect of foreign exchange              -              21         339       360 
                                     -----------  -------------- 
       Balance at 31 December 2017        43,868          63,201      19,627   126,696 
                                     -----------  --------------  ----------  -------- 
 
       Charge for the period                   -               -         417       417 
       Impairment in the period          311,904         122,648      55,958   490,510 
                                     -----------  --------------  ----------  -------- 
       Balance at 30 June 2019           355,772         185,849      76,002   617,623 
                                     -----------  --------------  ----------  -------- 
 
       Carrying amounts 
       Balance at 30 June 2019                 -               -       7,093     7,093 
                                     ===========  ==============  ==========  ======== 
       Balance at 31 December 2017       301,622         122,648      42,321   466,591 
                                     ===========  ==============  ==========  ======== 
 

Company

 
                                         Computer 
                                         Hardware     Total 
                                              GBP       GBP 
       Cost 
       Balance at 1 January 2017           16,659    16,659 
       Additions                           46,031    46,031 
                                       ----------  -------- 
       Balance at 31 December 2017         62,690    62,690 
                                       ----------  -------- 
 
       Additions                           14,231    14,231 
       Balance at 30 June 2019             76,921    76,921 
                                       ----------  -------- 
 
       Amortisation 
       Balance at 1 January 2017              473       473 
       Charge for the year                 19,741    19,741 
       Balance at 31 December 2017         20,214    20,214 
                                       ----------  -------- 
 
       Charge for the period                  417       417 
       Impairment in period                49,197    49,197 
                                       ----------  -------- 
       Balance at 30 June 2019             69,828    69,828 
                                       ----------  -------- 
 
       Carrying amounts 
       Balance at 30 June 2019              7,093     7,093 
                                       ==========  ======== 
       Balance at 31 December 2017         42,477    42,477 
                                       ==========  ======== 
 
   11.       Intangible Assets 
 
                                                                 Computer 
                                                                 software     Total 
                                                                      GBP       GBP 
           Cost 
           Balance at 1 January 2017                                    -         - 
           Additions                                              139,106   139,106 
                                                               ---------- 
            Balance at 31 December 2017 and at 30 
             June 2019                                            139,106   139,106 
                                                               ----------  -------- 
 
           Amortisation 
           Balance at 1 January 2017                                    -         - 
           Charge for the year                                          -         - 
           Balance at 31 December 2017                                  -         - 
                                                               ----------  -------- 
 
           Impairment                                             139,106   139,106 
           Balance at 30 June 2019                                139,106   139,106 
                                                               ----------  -------- 
 
           Carrying amounts 
           Balance at 30 June 2019                                      -         - 
                                                               ==========  ======== 
           Balance at 31 December 
            2017                                                  139,106   139,106 
                                                               ==========  ======== 
 
   12.       Subsidiaries 
 
                                                          Country of                    Nature of 
   Entity                                              Incorporation                     business                Notes 
---------------------------------  ---------------------------------  ---------------------------  ------------------- 
            WideCells                                 United Kingdom              Holding company                  (c) 
            International Limited 
            WideCells Limited                         United Kingdom              Trading company                  (a) 
            WideCells Portugal SA                           Portugal              Trading company                  (a) 
            WideCells Espana SL                                Spain              Trading company                  (a) 
            WideAcademy Limited                       United Kingdom              Trading company                  (a) 
            CellPlan Limited                          United Kingdom              Holding company                  (a) 
            CellPlan                                        Portugal              Trading company                  (b) 
            International Lda 
            Iconic Labs UK                            United Kingdom              Trading company                  (c) 
            Limited 
            Iconic Labs IP                            United Kingdom              Trading company                  (c) 
            Limited 
 

Notes: (a) 100% owned by WideCells International Limited (b) 100% owned by CellPlan Limited

(c) 100% owned by Iconic Labs plc

Iconic Labs UK Limited was incorporated on 14(th) June 2019 and Iconic Labs IP Limited was incorporated on 19(th) June 2019. The companies did not trade in the period ended 30 June 2019.

   13.       Inventories 

Group

 
                                   30 June   31 December 
                                      2019          2017 
                                       GBP           GBP 
 Raw materials and consumables           -        27,850 
                                 =========  ============ 
 
   14.       Trade and other receivables 

Group

 
                                30 June   31 December 
                                   2019          2017 
                                    GBP           GBP 
 Trade receivables                    -         2,029 
 Other receivables                    -         7,522 
                               --------  ------------ 
 Trade and other receivables          -         9,551 
 VAT recoverable                 15,922       173,703 
                               --------  ------------ 
 Total receivables               15,922       183,254 
                               ========  ============ 
 

Trade and other receivables do not contain any impaired assets. The group does not hold any collateral as security and the maximum exposure to credit risk at the consolidated statement of financial position date is the fair value of each class of receivable. No trade receivables are overdue but not impaired.

Book values approximate to fair value at 30 June 2019 and 31 December 2017.

Company

 
                                      30 June   31 December 
                                         2019          2017 
                                          GBP           GBP 
 Amounts due from group companies           -     1,580,016 
 Other receivables                          -       116,756 
                                    ---------  ------------ 
                                            -     1,696,772 
 ============================================  ============ 
 
   15.       Cash and cash equivalents 

Group

 
                                     30 June   31 December 
                                        2019          2017 
                                         GBP           GBP 
 Cash at bank available on demand     15,694       615,219 
 Bank overdraft                         (97)     (497,178) 
                                    --------  ------------ 
 Total cash and cash equivalents      15,597       118,041 
                                    --------  ------------ 
 

Company

 
                                     30 June   31 December 
                                        2019          2017 
                                         GBP           GBP 
 Cash at bank available on demand      4,339       615,219 
 Bank overdraft                            -     (497,178) 
                                    --------  ------------ 
 Total cash and cash equivalents       4,339       118,041 
                                    --------  ------------ 
 
   16.       Trade and other payables 

Group

 
                                   30 June   31 December 
                                      2019          2017 
                                       GBP           GBP 
 Trade payables                    544,558       634,310 
 Other payables and accruals       884,687       234,713 
 Tax and social security           204,561        66,434 
 Deferred revenue                        -            79 
                                ----------  ------------ 
 Total                           1,633,806       935,536 
                                ----------  ------------ 
 

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

Company

 
                                   30 June   31 December 
                                      2019          2017 
                                       GBP           GBP 
 Trade payables                    381,749       601,276 
 Other payables and accruals       884,687       188,313 
 Tax and social security           204,561        44,216 
                                ----------  ------------ 
                                 1,470,997       833,805 
                                ----------  ------------ 
 

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

   17.       Loans and borrowings 

Group

 
                    30 June   31 December 
                       2019          2017 
   Non-current          GBP           GBP 
 Bank loans               -        66,667 
 Other loans              -        - 
 Finance leases      11,141       140,884 
                   --------  ------------ 
 Total               11,141       207,551 
                   --------  ------------ 
 
 
                       30 June   31 December 
                          2019          2017 
   Current                 GBP           GBP 
 Bank overdraft              -       497,178 
 Bank loans                  -        72,210 
 Other loans                 -        25,000 
 Finance leases         68,278       113,321 
 Directors' loans            -       100,000 
 Convertible loans           -        50,000 
                      --------  ------------ 
 Total                  68,278       857,709 
                      --------  ------------ 
 

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

The convertible loans converted to equity following the share placing in June 2018.

Finance leases are secured on the relevant assets.

Company

 
                    30 June   31 December 
                       2019          2017 
   Non-current          GBP           GBP 
 Other loans              -             - 
 Finance leases      11,141       113,321 
                   --------  ------------ 
 Total               11,141       113,321 
                   --------  ------------ 
 
 
                                    30 June   31 December 
                                       2019          2017 
   Current                              GBP           GBP 
 Other loans                              -             - 
 Bank debt and commercial loans           -        25,000 
 Directors' loans                         -       100,000 
 Finance leases                      68,278       140,884 
 Total                               68,278       265,884 
                                   -------- 
 
   18.       Financial Instruments - Risk Management 

The group is exposed through its operations to the following financial risks:

   --      Credit risk 
   --      Market risk 
   --      Liquidity risk 

In common with other businesses, the group is exposed to risks that arise from use of financial instruments. This note describes the group's objectives, policies and processes for managing those risks and the methods used to measure them.

The principal financial instruments used by the group, from which the financial instrument risks arise, are as follows:

   --      Trade receivables 
   --      Cash and cash equivalents 
   --      Trade and other payables 
   --      Loans and borrowings 

A summary of the financial instruments held by category is provided below:

   --      Financial assets - loans and receivables 
   --      Financial liabilities - amortised cost 

Group:

 
                                2019      2017 
                                 GBP       GBP 
 Cash and cash equivalents    15,599   615,219 
 Trade receivables                 -     2,029 
                             -------  -------- 
 Total financial assets       15,599   617,248 
                             -------  -------- 
 
 
                                            2019        2017 
                                             GBP         GBP 
 Trade and other payables              1,429,245     869,023 
 Loans and borrowings                     79,419   1,065,260 
                                      ----------  ---------- 
 Total liabilities - amortised cost    1,508,664   1,934,283 
                                      ----------  ---------- 
 

Company:

 
                              2019   2017 
                               GBP    GBP 
 Cash and cash equivalents   4,339      - 
 Trade receivables               -      - 
                            ------  ----- 
 Total financial assets      4,339      - 
                            ------  ----- 
 
 
                                            2019        2017 
                                             GBP         GBP 
 Trade and other payables              1,266,436     789,589 
 Loans and borrowings                     79,419     379,205 
                                      ----------  ---------- 
 Total liabilities - amortised cost    1,345,855   1,168,794 
                                      ----------  ---------- 
 

The Board has overall responsibility for the determination of the group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's Management Committee. The Board received quarterly reports from the Management Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the groups' competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

Credit risk is the risk of financial loss to the group if a development partner or a counterparty to the financial instrument fails to meet its contractual obligations. The group is mainly exposed to credit risk from credit sales. It is group policy, implemented locally, to assess the credit risk of new customers before entering into contracts.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with high credit status are accepted.

The group does not enter into derivatives to manage credit risk.

Cash in bank

Group

 
                                            2019      2017 
                                             GBP       GBP 
 Cash held at HSBC - S&P Rating AA        11,444   610,707 
 Cash held at Santander - S&P rating A     4,153     4,512 
                                         -------  -------- 
 Total financial assets                   15,597   615,219 
                                         -------  -------- 
 

Company

 
                                          2019   2017 
                                           GBP    GBP 
 Cash held at HSBC - S&P Rating AA       4,339      - 
 Cash held at Santander - S&P rating A       -      - 
                                        ------  ----- 
 Total financial assets                  4,339      - 
                                        ------  ----- 
 

The group is continually reviewing the credit risk associated with holding money on deposit in banks and seeks to mitigate this risk by holding deposits with banks with high credit status.

Market risk

Cash flow interest rate risk

The group is exposed to cash flow interest rate risk from short term borrowings at variable rate.

It is group policy that all borrowings are approved by the directors to ensure that it is not taking on significant risk related to possible movements in interest rates. Although the Board accepts that this policy neither protects the group entirely from the risk of paying rates in excess of current market rates nor eliminates fully cash flow risk associated with variability in interest payments, it considers that it achieves appropriate balance of exposure to these risks.

During the period, the Groups borrowings at variable rate were denominated in sterling.

Foreign exchange risk

Foreign exchange risk arises because the group has operations in Portugal and Spain, whose functional currency is not the same as the functional currency of the group. The group's net assets arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. Given the levels of materiality, the group does not hedge its net investments in overseas operations as the cost of doing so is disproportionate to the exposure.

Foreign exchange risks also arise when individual group entities enter into transactions denominated in a currency other than their functional currency; the group has several customers and a regular supplier who are invoiced in currency other than sterling. These transactions are not hedged because the cost of doing so is disproportionate to the risk.

As of 30 June 2019 and 31 December 2017 the group's exposure to foreign exchange risk was not material.

Liquidity risk

Liquidity risk arises from the group's management of working capital. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due.

It is the group's aim to settle balances as they become due.

The Board will continue to monitor long term cash projections in light of its development plan and will consider raising funds as required to fund long term development projects. Development expenditure can be curtailed as necessary to preserve liquidity.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

Group:

 
                                          Between   Between    Between       Over 
                                  Up to     3 and     1 and      2 and    5 years 
                               3 months        12         2    5 years        GBP 
                      2019          GBP    months     years        GBP 
                                              GBP       GBP 
 Trade and other payables     1,463,818   169,988         -          -          - 
 Finance leases                  32,127    36,151    11,141          -          - 
 Total                        1,495,945   206,139    11,141          -          - 
                            -----------  --------  --------  --------- 
 
 
                                            Between   Between    Between       Over 
                                    Up to     3 and     1 and      2 and    5 years 
                                 3 months        12         2    5 years        GBP 
                        2017          GBP    months     years        GBP 
                                                GBP       GBP 
 Trade and other payables         869,023         -         -          -          - 
 Bank loans and overdrafts        514,890    53,137    70,749          -          - 
 Finance leases                    35,237    88,167   115,359     37,223          - 
 Directors' and other loans       114,037    10,963         -          -          - 
 Convertible loans                      -    54,000         -          -          - 
                              -----------  --------  --------  ---------  --------- 
 Total                          1,533,187   206,267   186,108     37,223          - 
                              -----------  --------  --------  ---------  --------- 
 

More details in regard to the line items are included in the respective notes:

   --      Trade and other payables - note 16 
   --      Loan and borrowings - note 17 

Capital risk management

The group monitors capital which comprises all components of equity (i.e. share capital, share premium and accumulated deficit).

The group's objectives when maintaining capital are:

-- To safeguard the entity's ability to continue as a going concern and continue to provide returns for shareholders and benefits for other stakeholders

-- To provide an adequate return to shareholders by pricing products and services commensurably with the level of risk.

At present the directors do not intend to pay dividends but will reconsider the position in future periods, as the group becomes profitable.

   19.       Share Capital 
 
                                                                  30 June 2019                      31 December 
                                                                                                        2017 
                                                                   Number         GBP          Number        GBP 
            Authorised, allotted and fully 
             paid - classified as equity 
            Ordinary shares of GBP0.0025 each               1,399,302,698   3,498,257      64,821,010    162,053 
                                                -------------------------  ----------  --------------  --------- 
            Total                                           1,399,302,698   3,498,257      64,821,010    162,053 
                                                -------------------------  ----------  --------------  --------- 
 

The following shares issues took place during the period:

   --      28 June 2018 - 68,698,355 shares issued at a premium of 2.75p per shares 

-- 26 October 2018 - 2,500,000 shares issued in respect of a conversion of a convertible band, at a premium of 0.15p per share

-- 26 October 2018 - 3,333,333 shares issued in respect of a conversion of a convertible band, at a premium of 0.5p per share

-- 6 November 2018 - 2,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 12 November 2018 - 10,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 11 March 2019 - 60,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 12 March 2019 - 80,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 18 March 2019 - 115,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 21 March 2019 - 150,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 21 March 2019 - 19,200,000 shares issued in respect of settlement of outstanding fees with a supplier, at par

   --      21 March 2019 - 210,000,000 shares issued, at par 

-- 2 April 2019 - 5,000,000 shares issued in respect of settlement of outstanding fees with a supplier, at par

   --      29 April 2019 - 200,000,000 shares issued, at par 

-- 21 May 2019 - 100,000,000 shares issued in respect of a conversion of a convertible band, at par

-- 31 May 2019 - 108,750,000 shares issued in respect of a conversion of a convertible band, at par

   --      19 June 2019 - 200,000,000 shares issues, at par 

In accordance with the Companies Act 2006, the company has no limit on its authorised share capital.

Pursuant to a resolution passed on 16 June 2016, the Company resolved that:

-- The directors be generally authorised in accordance with the Articles to exercise all powers of the company to allot Ordinary shares, or grant rights to subscribe for, or convert any security into Ordinary shares, up to a maximum aggregate nominal value of GBP500,000, provided always that such authority conferred on the directors shall (unless previously renewed, varied or revoked prior to that time) expire at the conclusion of the company's next annual general meeting or on the date falling 18 months after the date of the passing of the resolution, whichever is the sooner. The company may make an offer or agreement which would or might require Ordinary shares to be allotted pursuant to the resolution referred to in paragraph 3.6.1 of the listing prospectus before the expiry of their authority to do so, but allot the Ordinary shares pursuant to any such offer or agreement after that expiry date.

-- All pre-emption rights in the Articles to be waived; (i) for the purposes of, or in connection with, the Placing, the issue of the Conversion shares and the issue of the Warrant shares; (ii) generally for such purposes as the directors may think fit (including the allotment of equity securities for cash) up to a maximum aggregate amount of GBP40,543.54; and (iii) for the purposes of the issue of securities offered (by way of a rights issue, open offer or otherwise) to existing holders of Ordinary share, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient; (A) to deal with the equity securities representing fractional entitlements; and (B) to deal with legal or practical problems in the laws of any territory, or the requirements of any regulatory body; on the basis that the authorities conferred under the resolution referred to in paragraph 3.6.2 of the listing prospectus shall (unless previously renewed, varied or revoked prior to that time) expire at the conclusion of the company's next annual general meeting or on the date falling 18 months after the date of the passing of the resolution, whichever is the sooner. The company may make an offer or agreement which would or might require equity securities to be issued before the expiry of its power to do so, but allot the equity securities pursuant to any such offer or agreement after that expiry date.

The holders of Ordinary shares have full voting dividend and capital distribution rights.

They do not confer any rights of redemption.

On or following the occurrence of a change of control the receipts from the acquirer shall be applied to the holders of the Ordinary shares pro rata to their respective holdings.

Ordinary shares are recorded as equity.

   20.       Reserves 

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

 
            Reserve                                               Description and purpose 
            Share premium                             Amount subscribed for share capital 
                                                               in excess of nominal value 
            Merger reserve                                 Amounts arising on acquisition 
                                                          of non-controlling interest and 
                                                                 share for share exchange 
            Translation reserve                            Reserve related to translation 
                                                           of foreign currency assets and 
                                                                              liabilities 
            Share-based payment reserve                  Reserve related to share options 
            Retained deficit                               All other net gains and losses 
                                                       and transactions with owners (e.g. 
                                                      dividends) not recognised elsewhere 
 
   21.       Retirement Benefits 

The group operates a defined contribution pension scheme for the benefit of its employees. The assets of the scheme are to be administered by trustees in funds independent from those of the group. The pension costs charges for each period are 10% for directors and 5% for staff and included in staff costs.

   22.       Share-Based Payment 

The group has issued options over ordinary shares under the Widecells Group Limited 2015 approved Enterprise Incentive scheme. Exercise of an option is subject to continued employment.

The options that existed at the period end are as follows:

 
                                           2019                                            2017 
                                       Weighted                                        Weighted 
                                        average                                         average 
                                       exercise                     2019               exercise                   2017 
                                          price                   Number                  price                 Number 
                                            GBP                                             GBP 
            Outstanding 
             at 
             beginning 
             of 
             accounting 
             period                      0.0490                3,610,870                 0.0025              2,200,000 
            Options 
             granted in 
             WideCells 
             Group plc                        -                        -                 0.1215              1,410,870 
            Options 
             cancelled 
             in period                   0.0490              (3,610,870) 
                          ---------------------  -----------------------  ---------------------  --------------------- 
            Outstanding 
             at period 
             end                              -                        -                 0.0490              3,610,870 
                          ---------------------  -----------------------  ---------------------  --------------------- 
 

The directors' interests in the share options are as follows:

 
                                     Outstanding                Granted                Cancelled              Outstanding 
                                    at 1 January              in period                in period               at 30 June 
                                            2018               (Number)                 (Number)                     2019 
                                        (Number)                                                                 (Number) 
            Peter 
             Hollands                  1,600,000                      -              (1,600,000)                        - 
            David 
             Bridgland                 1,200,000                      -              (1,200,000)                        - 
            Marilyn 
             Orcharton                   270,290                      -                (270,290)                        - 
            Alan 
             Greenberg                   540,580                      -                (540,580)                        - 
                        ------------------------  ---------------------  -----------------------  ----------------------- 
                                       3,610,870                      -              (3,610,870)                        - 
                        ------------------------  ---------------------  -----------------------  ----------------------- 
 
   23.       Leases 

Finance Leases

The group is leasing the more expensive pieces of laboratory equipment for the stem cell processing and storage facility in Manchester. These finance leases are over 3 years and the future payments are as follows:

Group:

 
                                                                Minimum 
                                                         lease payments                                        Present 
                                                                    GBP                Interest                  value 
              2019                                                                          GBP                    GBP 
            Not later than one year                              70,978                   2,700                 68,278 
            Between one year and five 
             years                                               11,773                     632                 11,141 
            Later than five years                                     -                       -                      - 
                                            ---------------------------  ----------------------  --------------------- 
                                                                 82,751                   3,332                 79,419 
                                            ---------------------------  ----------------------  --------------------- 
            Current liabilities                                                                                 68,278 
            Non-current liabilities                                                                             11,141 
 
 
                                                                Minimum 
                                                         lease payments                                        Present 
                                                                    GBP                Interest                  value 
              2017                                                                          GBP                    GBP 
            Not later than one year                             123,404                  10,083                113,321 
            Between one year and five 
             years                                              152,582                  11,698                140,884 
            Later than five years                                     -                       -                      - 
                                            ---------------------------  ----------------------  --------------------- 
                                                                275,986                  21,781                254,205 
                                            ---------------------------  ----------------------  --------------------- 
            Current liabilities                                                                                113,321 
            Non-current liabilities                                                                            140,884 
 

Company:

 
                                                                Minimum 
                                                         lease payments                                        Present 
                                                                    GBP                Interest                  value 
              2019                                                                          GBP                    GBP 
            Not later than one year                              70,978                   2,700                 68,278 
            Between one year and five 
             years                                               11,773                     632                 11,141 
            Later than five years                                     -                       -                      - 
                                            ---------------------------  ----------------------  --------------------- 
                                                                 82,751                   3,332                 79,419 
                                            ---------------------------  ----------------------  --------------------- 
            Current liabilities                                                                                 68,278 
            Non-current liabilities                                                                             11,141 
 
 
 
                                                                Minimum 
                                                         lease payments                                        Present 
                                                                    GBP                Interest                  value 
              2017                                                                          GBP                    GBP 
            Not later than one year                             123,404                  10,083                113,321 
            Between one year and five 
             years                                              152,582                  11,698                140,884 
            Later than five years                                     -                       -                      - 
                                            ---------------------------  ----------------------  --------------------- 
                                                                275,986                  21,781                254,205 
                                            ---------------------------  ----------------------  --------------------- 
            Current liabilities                                                                                113,321 
            Non-current liabilities                                                                            140,884 
 

Operating Leases

The group had commitments under non-cancellable operating leases as set out below:

 
                                          2019                     2019                   2017                    2017 
                                      Property                Equipment               Property               Equipment 
                                           GBP                      GBP                    GBP                     GBP 
            Not later 
             than one 
             year                            -                        -                 82,882                     587 
            Between 
             one year 
             and five 
             years                           -                        -                 41,261                     587 
            Later than                       -                        -                      -                       - 
            five years 
                        ----------------------  -----------------------  ---------------------  ---------------------- 
                      -                                               -                124,143                   1,174 
 ----------------------  ----------------------------------------------  ---------------------  ---------------------- 
 
   24.       Capital Commitments 

The group had no capital commitments at 30 June 2019 or 31 December 2017.

   25.       Related party Transactions 

At 1 January 2018, the former directors of the company had loaned GBP100,000 to the company. During the period, the company was loaned a further GBP330,325 by the former directors and GBP158,832 was repaid to the former directors. The company also loaned GBP34,658 to the former directors. Upon resignation of directorships, the former directors confirmed that they had no outstanding claims against the Group and therefore the balances owed to them at the date of their resignation have been written off to the income statement in the 2019 financial period.

The company received GBP2,166 interest on loans that it provided to the former directors in the period. The company also paid GBP2,150 of interest to former directors.

Vivian Andrade, Joao Andrade's wife, received GBP1,987 (2017 - GBP2,655) of professional fees for providing the services of Quality Manager to WideCells Portugal SA. GBPnil (2017 - GBPnil) was due to Vivian Andrade at the period end.

Luis Andrade, Joao Andrade's brother, received GBP6,001 (2017 - GBP6,049) of professional fees for providing the services of Group IT Manager to Iconic Labs plc. GBPnil (2017 - GBPnil) was due to Luis Andrade at the period end.

There are no other related party transactions.

   26.       Contingent Liabilities 

The group had no contingent liabilities at 30 June 2019 or 31 December 2017.

   27.       Post Balance Sheet Events 

On 4 September 2019, Widecells Limited appointed liquidators in order for the company to be voluntarily wound up.

On 5 September 2019, the Group acquired 24% of the issued share capital of Student Media Ventures Limited.

On 9 September 2019, the Group acquired 100% of the issued share capital of Nuuco Media Limited.

On 10 September 2019, the Group acquired 24% of the issued share capital of Medium Channel Media Limited

   28.       Ultimate Controlling Party 

The directors do not consider that there is an ultimate controlling party of the group.

**ENDS**

For further information, please visit the Company's website www.iconiclabs.co.uk, email IR@iconiclabs.co.uk or contact:

 
 John Quinlan    Iconic Labs Plc          c/o SBP Tel: +44 (0) 20 
                                           7236 1177 
 Damon Heath     Shard Capital Partners   Tel: +44 (0) 20 7186 9950 
                  LLP 
 Erik Woolgar    Shard Capital Partners   Tel: +44 (0) 20 7186 9950 
                  LLP 
 Hugo de Salis   St Brides Partners       Tel: +44 (0) 20 7236 1177 
                  Limited 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR BIBDGDGXBGCB

(END) Dow Jones Newswires

October 31, 2019 14:28 ET (18:28 GMT)

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