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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Celadon Pharmaceuticals Plc | LSE:SWC | London | Ordinary Share | Ordinary Shares |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 147.50 | 140.00 | 155.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSWC
RNS Number : 1479Y
Summerway Capital PLC
11 May 2021
11 May 2021
Summerway Capital Plc
("Summerway" or the "Company")
Interim Report for the six months ended 28 February 2021
London, 11 May 2021 - Summerway Capital Plc announces its unaudited condensed interim results for the six months ended 28 February 2021.
Over the period, Summerway incurred a loss after taxation of GBP217.6k (2020: GBP86.7k), reflecting operating expenses of GBP106.5k (2020: GBP97.9k), share based payment expense of GBP20.4k (2020: Nil), one-off costs relating to the placing of shares and change in investment strategy of GBP92.2k (2020: Nil) and finance income of GBP1.5k (2020: GBP11.2k). As at 28 February 2021, Summerway held GBP6.957 million cash (31 August 2020 GBP5.488 million).
Vin Murria OBE, Summerway's Chairman, commented:
" The Group continues to pursue its recently approved investment strategy and has an active pipeline of investment and acquisition opportunities, which are currently under assessment. As a Board, we remain encouraged about the opportunity for securing the Group's inaugural transaction, and we look forward to updating Shareholders on progress in due course ."
The Interim Report is also available on the Company's website at www.summerwaycapital.co.uk
Enquiries:
Summerway Capital Plc +44 (0) 20 7440 Tony Morris 7520 N+1 Singer (Nominated Adviser and Broker) +44 (0) 20 7496 Sandy Fraser, Amanda Gray 3000
LEI Code: 213800YXCATORT475807
CHAIRMAN'S STATEMENT
I am pleased to present to shareholders the Interim Condensed Consolidated Financial Statements of Summerway Capital Plc (the "Company") for the six months ended 28 February 2021.
Strategy
The Company's investment strategy remains focused on investment and acquisition opportunities across the software, Software-as-a-Service and digital technologies and services sectors. The Board believe there are a number of opportunities to invest in, or acquire businesses that can be organically or acquisitively grown to become leading providers of enterprise software, solutions and services.
Results and Developments in the Period
The Group's loss after taxation for the six months to 28 February 2021 was GBP217,588 (2020: GBP86,730), reflecting operating expenses of GBP106,560 (2020: GBP97,904), share based payment expense of GBP20,408 (2020: Nil), one-off costs relating to the placing of shares and change in investment strategy of GBP92,159 (2020: Nil) and finance income of GBP1,539 (2020: GBP11,174).
On the 15 January 2021, the Company's Shareholders approved its new investment strategy and the Company also completed a placing, which raised proceeds of GBP1,675,000. As at 28 February 2021, Summerway held GBP6,957,201 cash (31 August 2020 GBP5,547,414).
In conjunction with the change in strategy, a number of directorate changes occurred, including the appointment of Vin Murria OBE as Chairman of the Company, and Paul Gibson and Tony Morris as Non-Executive Directors, as well as the resignations of Alexander Anton and Mark Farmiloe.
Outlook
The Group continues to pursue its recently approved investment strategy and has an active pipeline of investment and acquisition opportunities, which are currently under assessment. As a Board, we remain encouraged about the opportunity for securing the Group's inaugural transaction, and we look forward to updating Shareholders on progress in due course.
Vin Murria OBE
Chairman
SUMMERWAY CAPITAL PLC
Consolidated Statement of Comprehensive Income
For the six months ended 28 February 2021
Six months Six months Year ended ended ended 28 February 29 February 31 August 2021 2020 2020 Note ---------------------------------- ----- ----------- ----------- ---------- GBP GBP GBP Administrative expenses 4 (219,127) (97,904) (186,552) ----------- ----------- ---------- Operating loss (219,127) (97,904) (186,552) Finance income 1,539 11,174 12,041 ----------- ----------- ---------- Finance income 1,539 11,174 12,401 Loss before income tax (217,588) (86,730) (174,511) ----------- ----------- ---------- Income tax - - - ----------- ----------- ---------- Net loss for the period (217,588) (86,730) (174,511) Total other comprehensive income - - - ----------- ----------- ---------- Total comprehensive loss (217,588) (86,730) (174,511) ----------- ----------- ---------- Attributable to: Owners of the Company (217,588) (86,730) (174,511) Loss per ordinary share Basic and diluted loss per share attributable to ordinary equity holders of the Company 5 (3.30)p (1.41)p (2.85)p
The Company's activities derive from continuing operations.
Consolidated Statement of Financial Position
As at 28 February 2021
As at As at As at 28 February 29 February 31 August 2021 2020 2020 Note ---------------------------------- ---- ----------- ----------- --------- GBP GBP GBP Assets Current assets Cash and cash equivalents 6,957,201 5,547,414 5,487,991 Other receivables 7 32,490 24,112 9,779 ----------- ----------- --------- Total current assets 6,989,691 5,571,526 5,497,770 ----------- ----------- --------- Total assets 6,989,691 5,571,526 5,497,770 ----------- ----------- --------- Current liabilities Trade and other payables 9 35,516 15,690 29,715 ----------- ----------- --------- 35,516 15,690 29,715 ----------- ----------- --------- Non-current liabilities Incentive shares 10 20,300 12,000 12,000 ----------- ----------- --------- 20.300 12,000 12,000 ----------- ----------- --------- Total liabilities 55,816 27,690 41,715 ----------- ----------- --------- Net Assets 6,933,875 5,543,836 5,456,055 ----------- ----------- --------- Capital and reserves attributable to equity holders of the parent Share capital 8 80,334 61,300 61,300 Share premium reserve 7,367,052 5,711,086 5,711,086 Capital redemption reserve 49,500 49,500 49,500 Accumulated losses (563,011) (278,050) (365,831) ----------- ----------- --------- Total Equity 6,933,875 5,543,836 5,456,055 ----------- ----------- ---------
Consolidated Statement of Changes in Equity
For the six months ended 28 February 2021
Notes Share Share Capital Accumulated Total capital Premium Redemption losses equity reserve reserve --------- ---------- ------------ ------------ ---------- GBP GBP GBP GBP GBP Balance as at 31 August 2019 61,300 5,711,086 49,500 (191,320) 5,630,566 Loss for the period - - - (86,730) (86,730) --------- ---------- ------------ ------------ ---------- Balance as at 29 February 2020 61,300 5,711,086 49,500 (278,050) 5,543,836 --------- ---------- ------------ ------------ ---------- Loss for the period - - - (87,781) (87,781) --------- ---------- ------------ ------------ ---------- Balance as at 31 August 2020 61,300 5,711,086 49,500 (365,831) 5,456,055 --------- ---------- ------------ ------------ ---------- Issue of shares 19,034 1,655,966 - - 1,675,000 Warrants - share based payment
expense - - - 20,408 20,408 Loss for the period - - - (217,588) (217,588) --------- ---------- ------------ ------------ ---------- Balance as at 8 February 2021 80,334 7,367,052 49,500 (563,011) 6,933,875 --------- ---------- ------------ ------------ ----------
Consolidated Statement of Cash Flows
For the six months ended 28 February 2021
Six months Six months Year ended ended ended 28 February 29 February 31 August 2021 2020 2020 Note ------------------------------------------ ------- ---------------- ---------------- ---------- GBP GBP GBP Cash flows from operating activities Operating loss (219,127) (97,904) (186,552) Adjustment for share based payment expense 20,408 - - Adjustments to reconcile loss before income tax to operating cash flows: (Increase)/decrease in other receivables 7 (22,711) (8,442) 5,891 Increase/(decrease) in trade and other payables 9,10 14,101 (5,251) 8,774 Bank interest received 1,539 11,174 12,041 ---------------- ---------------- ---------- Net cash used in operating activities (205,790) (100,423) (159,846) ---------------- ---------------- ---------- Cash flows from financing activities Proceeds from issue of share capital 8 1,675,000 - - Net cash generated from financing activities 1,675,000 - - ---------------- ---------------- ---------- Net increase/(decrease) in cash and cash equivalents 1,469,210 (100,423) (159,846) Cash and cash equivalents at beginning of the period 5,487,991 5,647,837 - ---------------- ---------------- ---------- Cash and cash equivalents at the end of the period 6,957,201 5,547,414 5,487,991 ---------------- ---------------- ----------
Notes to the Financial Statements
For the six months ended 28 February 2021
1. GENERAL INFORMATION
Summerway Capital plc is an investing company (for the purposes of the AIM Rules for Companies) and is incorporated in England and Wales and domiciled in the United Kingdom (company number: 11545912). It is a public limited company and the address of the registered office is 32-33 Cowcross Street London EC1M 6DF. The Company is the parent company of Summerway Subco Limited (company number: 11565845).
The activity of the Company is the investment, acquisition and development of companies operating within the software, Software-as-a-Service ("SaaS") and digital technologies and services sectors. The Directors believe there are numerous opportunities to invest in or acquire businesses that can be organically or acquisitively grown to become leading providers of enterprise software, solutions and services. Under its strategy, the Company will identify target companies within the software, SaaS and digital technologies and services sectors, where the Board believe there are tangible opportunities across the UK and EU to drive strategic, operational and performance improvement, either as standalone entities or as a part of an enlarged group.
2. BASIS OF PREPARATION
These Interim Condensed Consolidated Financial Statements and accompanying notes have neither been audited nor reviewed by the auditor, do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and do not include all the information and disclosures required in annual statutory financial statements. They should be read in conjunction with the Group's Annual Report and Accounts for the year ended 31 August 2020 which are available on the Group's website. Those statutory accounts were approved by the Board of Directors on 1 February 2021 and have been filed with Companies House. The report of the auditors on those accounts was unqualified.
These Interim Condensed Consolidated Financial Statements were approved by the Board of Directors on 10 May 2021.
3. ACCOUNTING POLICIES
The accounting policies applied by the Group in these interim condensed consolidated financial statements are the same as those applied by the Group in the audited consolidated financial statements for the year ended 31 August 2020 and which will form the basis of the 2021 Annual Report.
There have been no new accounting standards or changes to existing accounting standards applied for the first time since 1 September 2020 which have a material effect on these interim results. The Group does not currently expect any material impact of any other standards issued by the IASB, but not yet effective.
4. ADMINISTRATION EXPENSES Period Period Year ended ended 28 ended 29 31 August February February 2020 2021 2020 --------- --------- ------------- GBP GBP GBP Group expenses by nature One-off costs related to the issue of shares and change in investing strategy 92,159 - - Staff related costs 31,017 27,000 54,780 Office costs - 19,498 21,890 NOMAD, registrar and Stock Exchange costs 27,149 22,309 46,391 Audit, accountancy and professional costs 36,596 21,659 50,997 Share based payment expense 20,408 - - Other expenses 11,798 7,438 12,494 --------- --------- ------------- 219,127 97,904 186,552 --------- --------- ------------- 5. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
Period Period ended Year ended ended 28 29 February 31 August February 2020 2020 2021 ---------------- -------------- -------------- Loss attributable to the owners of the Company GBP (217,588) GBP (86,730) GBP (174,511) Weighted average number of ordinary shares in issue 6,592,707 6,130,000 6,130,000 Basic and diluted loss per (3.30) share p (1.41) p (2.85) p 6. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:
The issued share capital of the subsidiary comprises 1 A ordinary share of GBP0.01 and 1,450,000 B ordinary shares of GBP0.01.
Subsidiary Proportion Proportion of A ordinary of B ordinary Nature of Country shares held shares business of incorporation by Company held by Company Summerway Subco Incentive England Limited vehicle and Wales 100% 0%
The address of the registered office of Summerway Subco Limited (the "Subsidiary") is 32-33 Cowcross Street London EC1M 6DF . The subsidiary was incorporated on 12 September 2018 and prepares its own financial statements for the period ended 30 September each year.
The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital.
The B ordinary shares do not have voting rights. No dividends shall be declared in relation to any of the B ordinary shares without the consent of the Parent company.
The B ordinary shares have been issued to certain participants of the Company's Subsidiary Incentive Scheme. A summary of the Company's Subsidiary Incentive Scheme can be found on pages 6 and 7 of the Company's Circular issued to Shareholders on 23 December 2020 and in Note 12.
7. OTHER RECEIVABLES
All receivables are current. There is no material difference between the book value and the fair value of receivables.
As at As at As at 28 February 29 February 31 August 2021 2020 2020 ------------ ------------ ----------- GBP GBP GBP Amounts falling due within one year Prepayments 5,880 18,550 9,180 Other receivables 26,610 5,562 599 ------------ ------------ ----------- 32,490 24,112 9,779 ------------ ------------ ----------- 8. CALLED UP SHARE CAPITAL As at As at As at 28 February 29 February 31 August 2021 2020 2020 ------------- --------------- ------------- GBP GBP GBP Issued 8,033,409 (2020: 6,130,000) ordinary shares of 1p each 80,334 61,300 61,300 ------------- --------------- -------------
On 15 January 2021 1,903,409 ordinary of GBP0.01 each were issued pursuant to a placing at a price of 0.88 per share and were admitted to trading on AIM.
9. TRADE AND OTHER PAYABLES
There is no material difference between the book value and the fair value of the trade and other payables.
As at As at As at 28 February 29 February 31 August 2021 2020 2020 ------------ ------------- ---------- GBP GBP GBP Trade payables 14,436 180 315 Accruals 17,868 14,791 28,800 Other tax and social security payables 3,212 719 600 35,516 15,690 29,715 ------------ ------------- ----------
10. NON-CURRENT LIABILITIES
As at As at As at 28 February 29 February 31 August 2021 2020 2020 ------------ ------------ ----------- GBP GBP GBP Incentive shares 20,300 12,000 12,000 20,300 12,000 12,000 ------------ ------------ -----------
The incentive shares liability is estimated at fair value through profit and loss using level 3 fair value measurement techniques.
Fair values are categorised into different levels in a fair value hierarchy based on the degree to which the inputs to the measurement are observable and the significance of the inputs to the fair value measurement in its entirety:
-- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
On 15 January 2021, the Company amended its Subsidiary Incentive to cater for the change in investment strategy approved by Shareholders and previously announced board changes. Details pertaining to the amendments to the Subsidiary Incentive Scheme are outlined on pages 6 and 7 of the Circular issued to Shareholders on 23 December 2020.
The B shares issued to date by the subsidiary under the amended Share Incentive Scheme were deemed to have an implied aggregate subscription price of GBP20,300, based on the nominal value per B share plus a premium. The initial subscription price of the B shares under the amended Share Incentive Scheme remains the best estimate of the fair value of the liability associated with the incentive shares as none of the criteria for potential value creation have yet been met. The fair value of the liability is assessed at each reporting date with any changes accounted for as a fair value gain or loss and recognised directly in the statement of comprehensive income.
11. SHARE-BASED PAYMENTS
On 15 January 2021, the Company granted Vin Murria a warrant providing for a right to subscribe for an additional 3,246,062 new Ordinary Shares at 88 pence per share. The warrant instrument is exercisable at any time from grant date up to and including the eighteen-month anniversary of grant date. As at 28 February 2021, all of the 3,246,062 warrants remain outstanding, and the share-based payments expense for the period to 28 February 2021 was GBP20,408.
The fair value of the outstanding warrants has been estimated using the Black-Scholes option pricing model. Volatility has been estimated at 19.75 per cent. using the arithmetical mean of both the 1 year AIM All Share volatility index and the 3 year AIM All Share volatility index as at 28 February 2021. Additional assumptions used in the calculation of fair value are outlined as follows:
28 February 2021 ------------------------------ ----------- Net asset value per share at grant date GBP0.88 Exercise price GBP0.88 Expected volatility 19.75% Dividend yield 0% Expected life of option 1.5 years Risk free rate 0.003%
12. RELATED PARTY DISCLOSURES
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.
In conjunction with the corporate events announced on the 15 January 2021, the Company continued with, entered into, amended and terminated a number of related party arrangements. These are set out below.
Service agreements
Under the terms of the Chairman and Non-Executive Director service agreements, the Chairman and the Non-Executives are each paid a monthly fee of GBP1,500 per calendar month in arrears.
Administrative and accounting services
The Company engaged Fraser Real Estate, a company in which Alexander Anton is an indirect shareholder to provide administrative and accounting services throughout the period. The Company paid Fraser Real Estate GBP2,464 during the period for the provision of these services.
Placing agreement and issue of warrants
On 15 January 2021, the Company raised gross proceeds of GBP1,675,000 through the issuance of 1,903,409 new ordinary shares of the Company to Vin Murria at a placing price of 88 pence per share. At the same time, the Company issued Vin Murria with 3,246,062 warrants which provides for a right to subscribe for an addition 3,246,062 additional new ordinary shares of the Company at an exercise price of 88 pence per share. The warrants may be exercised in whole or in part during an exercise period commencing on the date of issue of the warrants and terminating 18 months after the date of issue. Vin Murria also purchased 500,000 existing Ordinary Shares at 85 pence per share from a shareholder on 15 January 2021.
Subsidiary Incentive Scheme
Under the amendments to the Subsidiary Incentive Scheme, the Founder Director's B shares were subject to a buyback by the Company at their original subscription price of GBP0.012 per B share for a total consideration of GBP4,000 per Founder Director (GBP12,000 in aggregate).
Following this buyback, the articles of Summerway Subco Limited were amended in order to implement the proposed changes to the Subsidiary Incentive Scheme as described in Notes 6 and 10. Alexander Anton, Benjamin Shaw, Mark Farmiloe, Tony Morris, Vin Murria and Paul Gibson subscribed for newly issued B shares at a revised subscription price of GBP0.014 per B share.
The current allocations of B shares in issue are set out below.
Name B Shares held Alexander Anton 75,000 Benjamin Shaw 75,000 Mark Farmiloe 75,000 Tony Morris 175,000 Vin Murria 1,000,000 Paul Gibson 50,000 Total 1,450,000
Corporate advisory agreements
On 15 January 2021, the Corporate Advisory Agreement entered into between the Company and AFS Advisors LLP (an entity wholly-owned by Alexander Anton, Benjamin Shaw and Mark Farmiloe) was terminated at nil cost to the Company. As at 28 February 2021 no charges had been incurred under the agreement as the legal of completion of the first acquisition did not occur.
On 15 January 2021, the Company entered into a new agreement with Tessera Investment Management Limited ("Tessera") pursuant to which Tessera has agreed to provide strategic and general corporate advice, and M&A and capital raising transaction support services to the Company (the "Tessera Corporate Advisory Agreement"). Tessera charge GBP12,500 per month (plus VAT) payable monthly in arrears from the date of the agreement. In order to align the parties' collective interests and ensure the parties share in the risk and reward of certain successful transactions, a discretionary bonus may be awarded to Tessera by the Board in the event of the successful completion of certain transactions. Tony Morris, Non-Executive Director of the Company, is a director and shareholder of Tessera.
13. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 28 February 2021 that require disclosure or adjustment in these financial statements.
14. POST BALANCE SHEET EVENTS
On 7 April 2021, Vin Murria sold 1,000,000 ordinary shares of the Company at 165 pence per share to a leading UK based institutional investor. Following the sale, Vin Murria continues to hold 1,403,409 ordinary shares of the Company, representing 17.5 per cent. of its issued share capital.
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END
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