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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Vela Technologies Plc | LSE:VELA | London | Ordinary Share | GB00BYZ9XC29 | ORD 0.01P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.0125 | 0.012 | 0.013 | 0.0125 | 0.0125 | 0.0125 | 15,405,904 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investment Advice | 0 | -378k | 0.0000 | N/A | 1.63M |
From May 2019 to May 2024
TIDMVELA
RNS Number : 6549X
Vela Technologies PLC
20 December 2019
20 December 2019
Vela Technologies plc
("Vela" or the "Company")
Half-yearly report for the six months ended 30 September 2019
The Board of Vela (AIM: VELA) announces its interim results for the six months ended 30 September 2019.
Chairman's Statement
The first six months of the current financial year was a period of both intense activity for a number of our investee companies as well as a time where we have continued to consider several different corporate transactions, including approaches from third parties, on an informal basis, to utilise Vela as a reverse takeover vehicle. In addition, the Board has also continued to review more substantial investments in both listed and unlisted companies.
During the period under review, the main updates from investee companies were in respect of our investments in Portr, Argo Blockchain, WeShop and Interbit.
In particular, Vela completed a GBP91,341 second stage Series A investment in Portr, the owner of Airportr, the airline integrated home bag check-in and delivery service that gives passengers the option to check in online and have their baggage collected from their doorstep. This was part of a GBP1.7m funding round supported by Stobart Group and Canaccord Genuity Wealth Management.
In April 2019 the company announced a placing of GBP400,000 with the funds being used to provide funding for the follow-on investment in Portr, repay GBP200,000 of convertible loan notes and for general working capital purposes.
This was also a period in which Argo Blockchain embarked on a revised strategy, resulting in a very substantial increase in the number of machines that Argo is using to mine leading cryptocurrencies. The most recent update from Argo stated that it intends to have installed and to be operating a total production base of approximately 17,000 machines by the end of the first quarter of 2020.
Towards the end of the period under review, Vibe Group extended its activities and confirmed the launch of VibePay, a social payments platform authorised by the Financial Conduct Authority (FCA) and created following the introduction of Open Banking in early 2018. The first VibePay product enables users to socially plan and pay in groups. In the period under review Vibe Group also received an investment from Candy Ventures, a private investment company owned by Nick Candy, for a 23 per cent. equity stake in Vibe Group.
Subsequent to the period end, Vela has provided updates regarding Portr's partnership with Manchester Airport Group (MAG) and confirmed that, in the Board's opinion, this is an appropriate time to consider the partial or full sale of the investment in WeShop. Vela also announced, on 19 December 2019, the receipt of a shareholder update from WeShop which included details on terms being agreed on a GBP2m pre-IPO funding round.
We will continue to update shareholders whenever possible in relation to the activities of our investee companies although we would reiterate that Vela is a minority investor not a manager or majority owner of these businesses. We do not have board representation on any of our investee companies given the nature of the investments. We are therefore dependent on the investee companies providing Vela with the information to release. At the date of this announcement Vela has minority interests in 12 investee companies.
Finally, it is worth reiterating that as much as Vela would like to keep shareholders up to date with investee companies, it is frequently the case that whilst there might be news on an investee company which could be of interest to shareholders, the news item is not considered to be sufficiently material for the Company to issue a Regulatory News Service release. We would therefore direct investors to follow Vela on Twitter, Facebook and LinkedIn where we are able to keep investors informed of developments, whether company or industry specific. This information will already be in the public domain but may not be easily accessible.
We will continue to keep shareholders updated on the performance of the Company and the underlying investee companies.
N Brent Fitzpatrick MBE
Chairman
Vela Technologies PLC
Unaudited Statement of Comprehensive Income
for the six months ended 30 September 2019
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Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30 September 30 31
September March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
Revenue - - -
Gross profit - - -
Administrative expenses
share based payments - - -
other administrative expenses (209) (102) (234)
profit on disposal of available-for-sale - - -
assets
Loss on fair value through
profit or loss assets /
impairment of available-for-sale
assets (49) (166) (1,193)
Total administrative expenses
and loss from operations (258) (276) (1,427)
Finance expense - (22) (127)
Loss before tax (258) (298) (1,554)
Income tax - - -
-------------
Loss (258) (298) (1,554)
------------- ----------- --------
Other comprehensive income:
Items that will or may be
reclassified to profit/loss:
Fair value movement on available - - -
for sale investments
Reclassification of changes - - -
in fair value of available-for-sale
investments to profit or
loss
Other comprehensive income - - -
for the year
------------- ----------- --------
Total comprehensive income (258) (298) (1,554)
------------- ----------- --------
Attributable to:
Equity holders of the company (258) (298) (1,554)
Loss per share
Basic and diluted loss per
share (pence) 5 (0.02) (0.03) (0.19)
Unaudited Balance Sheet
as at 30 September 2019
Unaudited Unaudited Audited
30 September 30 September 31
March
2019 2018 2019
Notes GBP'000 GBP'000 GBP'000
------------------------------ --------- -------------- -------------- --------
Assets
Investments 6 2,143 3,034 2,101
Current assets
Trade and other receivables 7 18 16 13
Cash and cash equivalents 120 262 23
------------------------------ --------- -------------- -------------- --------
Total current assets 138 278 36
------------------------------ --------- -------------- -------------- --------
Non-current assets held - - -
for sale
Total assets 2,281 3,312 2,371
------------------------------ --------- -------------- -------------- --------
Equity and liabilities
Equity
Called up share capital 8 1,719 837 837
Share premium reserve 1,715 1,715 1,715
Available for sale reserve - 1,019 -
Share-based payment
reserve 130 130 130
Retained earnings (1,826) (1,331) (1,568)
------------------------------ --------- -------------- -------------- --------
Total equity 1,738 2,370 1,114
------------------------------ --------- -------------- -------------- --------
Current liabilities
Trade and other payables 27 17 27
Loans and borrowings 9 516 445 996
------------------------------ --------- -------------- -------------- --------
Total current liabilities 543 462 1,023
------------------------------ --------- -------------- -------------- --------
Non-current liabilities
Loans and borrowings 9 - 480 -
------------------------------ --------- -------------- -------------- --------
Total equity and liabilities 2,281 3,312 2,137
------------------------------ --------- -------------- -------------- --------
Unaudited Cashflow Statement
for the six months ended 30 September 2019
Unaudited Unaudited Unaudited
6 months 6 months year
ended ended ended
30 September 30 September 31
March
2019 2018 2019
---------------------------------------- ------------- ------------- ----------
GBP'000 GBP'000 GBP'000
Operating activities
Loss before tax (258) (298) (1,554)
Loss on disposal of available-for-sale - - -
assets
Loss on fair value through
profit or loss assets /
impairment of available-for-sale
assets 49 166 1,193
Finance expenses - 22 127
Issue of shares in lieu - - -
of services
(Increase)/Decrease in receivables (5) (3) -
Increase/(Decrease) in payables - (11) (1)
Total cash flow from operating
activities (214) (124) (235)
Investing activities
Consideration for disposal - - -
of investment
Consideration for purchase
of investment (91) (439) (533)
----------------------------------------- ------------- ------------- ----------
Total cash flow from investing
activities (91) (439) (533)
----------------------------------------- ------------- ------------- ----------
Financing activities
Interest paid - (22) (56)
Repayment of loan (480)
Proceeds from the issue 882 - -
of ordinary share
Total cash flow from financing
activities 402 - (56)
----------------------------------------- ------------- ------------- ----------
Net (decrease)/increase
in cash and cash equivalents 97 (384) (824)
Cash and cash equivalents
at start of year/period 23 847 847
----------------------------------------- ------------- ------------- ----------
Cash and cash equivalents
at the end of the year/period 120 262 23
----------------------------------------- ------------- ------------- ----------
Cash and cash equivalents
comprise:
Cash and cash in bank 120 262 23
----------------------------------------- ------------- ------------- ----------
Cash and cash equivalents
at end of year/period 120 262 23
----------------------------------------- ------------- ------------- ----------
Unaudited Statement of Changes in Equity
for the six months ended 30 September 2019
Share Share Share Available Retained Total
capital Premium Option for sale Earnings Equity
Reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- --------- --------- --------- ---------- ---------- --------
Balance at 1
April 2019 837 1,715 130 - (1,568) 1,114
Loss for the
period and total
comprehensive
income for the
period - - - - (258) (258)
Adjustment on - - - - - -
adoption of IRFS
9
Issue of shares 882 - - - - 882
Balance at 30
September 2019 1,719 1,715 130 - (1,826) 1,738
Balance at 1
April 2018 837 1,715 130 1,019 (1,033) 2,668
Adjustment on
adoption of IRFS
9 (1,019) (1,019) -
Issue of share - - - - - -
capital
Loss for the
year - - - - (298) (298)
Balance at 30
September 2018 837 1,715 130 - (312) 2370
Balance at 1
April 2018 837 1,715 130 1,019 (1,033) 2,668
Change in accounting
policy due to
adoption of IFRS
9 - - - (1,019) 1,019 -
Transactions - - - - - -
with owners
Issue of share - - - - - -
capital
---------------------- --------- --------- --------- ---------- ---------- --------
Transactions - - - - - -
with owners
---------------------- --------- --------- --------- ---------- ---------- --------
Loss for the
year - - - - (1,554) (1,554)
Other comprehensive - - - - - -
income
Total comprehensive
income - - - - (1,554) (1,554)
Balance at 31
March 2019 837 1,715 130 - (1,568) 1,114
---------------------- --------- --------- --------- ---------- ---------- --------
Notes to the Interim Accounts
for the six months ended 30 September 2019
1. General information
Vela Technologies Plc is a company incorporated in the United Kingdom.
These unaudited condensed interim financial statements for the six months ended 30 September 2019 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31 March 2019 and are presented in pounds sterling.
The comparative figures for the financial year ended 31 March 2019 have been extracted from the Company's statutory accounts which have been delivered to the Registrar of Companies and reported on by the company's Auditors. Their report was unqualified and contained no statement under section 298 (2) or (3) of the Companies Act 2006.
2. Changes in accounting policy
The company has adopted IFRS 9 for the first time in these interim accounts. The standard requires financial instruments to be valued at fair value. The company has opted to recognise movements in the year through the profit and loss account. The comparatives have not been restated, in line with adoption of this standard.
The assessment of other new standards, amendments and interpretations issued but not effective, are
not anticipated to have a material impact on the interim financial statements.
3. Going concern
The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, the Directors have considered its cash flows and liquidity position, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources.
The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.
4. Investments
Fixed asset investments are stated at fair value.
5. Loss per share
Loss per share has been calculated on a loss of GBP258,000 (period to 30 September 2018: GBP298,000 profit; year to 31 March 2019: GBP1,554,000 loss) and the weighted number of average shares in issue for the period of 1,394,625,083 weighted (30 September 2018: 836,973,115; 31 March 2019: 836,973,115).
Reconciliation of the profit and weighted average number of shares used in the calculations are set out below:
6 months 6 months Year ended
ended ended 30 31 March
30 September September 2019
2019 2018
(Loss) (GBP'000) (258) (298) (1,554)
(Loss) per share (pence) (0.02) (0.03) (0.19)
6. Investments
Other investments
Fair value at 1 April 2019 2,101
Additions during the period 91
Disposals during the year -
Current period fair value movement
charged to profit or loss (49)
Fair value at 30 September 2019 2,143
------------------
Investment in Portr
In August 2019 the company purchased a further 91,341 shares in Portr, for a consideration of GBP91,341. Following the investment, the company now holds 256,275 shares in Portr equivalent to 3.6% of Portr's issued share capital.
Under IFRS9 investment have been valued at fair value and the movement charged to profit and loss.
7. Trade and other receivables
30 30 31
September September March
2019 2018 2019
GBP'000 GBP'000 GBP'000
Trade and other receivables 18 16 13
18 16 13
----------------------------- ----------- ----------- --------
8. Share capital
30 September 30 September 31 March
2019 2018 2019
GBP'000 GBP'000 GBP'000
------------------------------------------ ------------- ------------- ---------
Authorised capital
9,999,520,000 ordinary shares of
0.1 pence each 10,000 10,000 10,000
10,000 10,000 10,000
------------------------------------------ ------------- ------------- ---------
Allotted, called up and fully paid
capital
1,718,943,717 (30 September 2018:
836,973,115 31 March 2019: 836,973,115)
ordinary shares of 0.1 pence each 1,719 837 837
1,719 837 837
------------------------------------------ ------------- ------------- ---------
Allotments during the period
The Company allotted the following ordinary shares during the period:
6 months ended 30 September
2019
--------------------------------- ----------------------------
Shares in issue at 1 April 2019 836,973,115
Shares issued during the year 881,970,602
--------------------------------- ----------------------------
Shares in issue at 30 September
2019 1,718,943,717
--------------------------------- ----------------------------
6 months ended 30 September
2018
--------------------------------- ----------------------------
Shares in issue at 1 April
2018 836,973,115
Shares issued during the period -
--------------------------------- ----------------------------
Shares in issue at 30 September
2018 836,973,115
--------------------------------- ----------------------------
Year ended 31 March 2019
--------------------------------- ----------------------------
Shares in issue at 1 April
2018 836,973,115
Shares issued during the period -
--------------------------------- ----------------------------
Shares in issue at 31 March
2019 836,973,115
--------------------------------- ----------------------------
In April 2019 the company conditionally raised GBP400,000 (before expenses) through a placing of 400,000,000 new ordinary shares of 0.10 pence each at a placing price of 0.10 pence per Placing Share (the "Placing Price").
Antony Laiker (Executive Director of Vela) subscribed for 25,000,000 Placing Shares at the Placing Price, which was completed on 2 September 2019. Separately Kevin Sinclair, a substantial shareholder of Vela, having an interest in approximately 12.72 per cent. of the voting rights of Vela, subscribed for 45,000,000 Placing Shares at the Placing Price.
In April 2019, Vela entered into an agreement for the repayment of the GBP200,000 of loan notes held by Antony Laiker, a director of the company. The entire proceeds of the repayment of the Antony Laiker Loan Note were utilised to subscribe for 240,985,301 new Ordinary Shares in the Company at a price of 0.10 pence per share, equivalent to the Placing Price.
The company has entered into an agreement with Scott Fletcher to vary the terms of his GBP200,000 of Loan Notes, such that the principal and the accrued interest was converted into 240,985,301 new ordinary shares in Vela at a conversion price of 0.10 pence per share, equivalent to the Placing Price.
9. Loans and borrowings
Loans due after 1 year 30 Sept 30 Sept 31 March
2019 2018 2019
GBP'000 GBP'000 GBP'000
------------------------ --------- --------- ---------
Convertible loan notes - 445 480
Bonds 516 480 516
------------------------ --------- --------- ---------
516 925 996
------------------------ --------- --------- ---------
On 9 September 2016, the Company issued GBP400,000 of convertible unsecured loan notes to certain Shareholders, including Antony Laiker (a director of the Company). The loan notes were repayable on 30 September 2018 and carried an annual interest rate of 8 per cent. The Loan Notes were convertible into Ordinary Shares at 0.15p per share. The Directors considered the convertible loan notes to represent a compound financial instrument and the equity element of the instrument to be immaterial. Accordingly, the full balance was classified as a financial liability.
On 17 February 2017, the Company announced the completion of the issue of secured bonds, through UK Bond Network Limited, to raise GBP550,000 for the Company. The Bonds have a coupon of 10% and a term of 3 years with full repayment in cash of the principal amount of the Bonds due at maturity. The Bonds may be repaid at the option of Vela: (i) after the first anniversary of the issue of the Bond, together with all accrued (but unpaid) interest on the amount prepaid; or (ii) prior to the first anniversary of issue, together with the interest that would have accrued up to the first anniversary had the Bond not been prepaid. The Bonds will not be convertible into ordinary shares in the capital of the Company.
The Bonds are secured by way of fixed and floating charges over all assets of the Company present and future.
Further protection for bondholders had been provided in September 2017, through a personal guarantee being given by Scott Fletcher, an existing shareholder in the Company and the Chairman of UK Bond Network. As consideration for the provision of the personal guarantee, Scott Fletcher received a fee of GBP40,000 at the time, from the Company which was satisfied by the Company transferring 3,780 shares that it previously held in Portr Limited to Scott Fletcher.
The loan balances above are stated net of debt issue costs and rolled up interest amounting to GBP90k.
The convertible loan notes were repaid or converted in the period under review as detailed in note 8 to the interim accounts.
Post period end, in December 2019, and following a grant of probate, Antony Laiker (Executive Director) inherited GBP50,000 of Bonds.
10 Financial instruments
The Company is required to report the category of fair value measurements used in determining the value of its investments, to be disclosed by the source of its inputs, using a three-level hierarchy. There have been no transfers between Levels in the fair value hierarchy.
Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices in active markets for identical assets. An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The Company has five (2018: two) investments classified in this category. The aggregate historic cost of the two investments is GBP904,284 (31 March 2019: GBP450,698) and the fair value as at 31 March 2018 was GBP323,065 (31 March 2018: GBP1,269,044)
Valued using models with significant observable market parameters - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. The Company has five (2018: one) unquoted investment classified in this category. The historic cost of this investment is GBP1,362,922 (31 March 2018: GBP745,479) and the fair value as at 31 September 2019 was GBP1,219,787 (31 March 2018: GBP644,612), giving rise to an impairment charge recognised directly in profit or loss in the period.
Valued using models with significant unobservable market parameters - "Level 3"
Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. None of the Company's investments are valued using this technique.
The Company has three (2018: six) investments that are held at cost less impairment as a reliable estimate of fair value cannot be determine. As at 30 September 2018 the historical cost of these investments amounted to GBP725,000 (31 March 2018: GBP1,408,946) and their aggregate carrying value was GBP150,000 (31 March 2018: GBP919,154).
The revaluing of these investments has resulted in a charge to the profit and loss account of GBP499,000.
11. Related party transactions
During the period the Company entered into the following related party transactions. All transactions were made on an arm's length basis:
Ocean Park Developments Limited
Nigel Brent Fitzpatrick, Non-Executive director, is also a director of Ocean Park Developments Limited. During the period the Company paid GBP26,000 (6 months ended 30 September 2018: GBP20,000; Year ended 31 March 2019: GBP46,000) in respect of his director's fees to the Company. The balance due to Ocean Park Developments at the period end was GBPnil (30 September 2018: GBPnil; 31 March 2019: GBPnil).
Risk Alliance Insurance Brokers Limited
Nigel Brent Fitzpatrick, Non-Executive director, is also a director of Risk Alliance Insurance Brokers Limited. During the period the Company paid GBP5,551 (Six months ended 30 September 2018: GBP5,551; Year ended 31 March 2019: GBP5,551) in respect of insurance services for the Company. The balance due to Risk Alliance Insurance Brokers Limited at the period end was GBPnil (30 September 2018 GBPnil; 31 March 2019: GBPnil)
Widdington Limited
Antony Laiker, director, is also a director of Widdington Limited. During the period the Company paid GBP32,000 (Six months ended 30 September 2018: GBP27,500; Year ended 31 March 2019: GBP64,000) in respect of his director's fees to the Company. The balance due to Widdington Limited at the period end was GBPnil (30 September 2018 GBPnil; 31 March 2019: GBPnil).
12. Principal risks and uncertainties
Principal risks and uncertainties are set out in the annual financial statements within the directors' report and also in note 14 of the annual financial statements and are reviewed on an on-going basis.
The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the company, and will have overall responsibility for setting the company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the company's business both prior to and following an acquisition.
There have been no significant changes in the first six months of the financial year to the principle risks and uncertainties as set out in the 31 March 2019 Annual Report and Accounts.
13. Board Approval
These interim results were approved by the Board of Vela Technologies Plc on 20 December 2019.
DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS AND UNCERTANTIES
Responsibility statement
We confirm to the best of our knowledge:
(a) The condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
(b) The interim management report includes a fair review of the information required by:
(1) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(2) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party described in the last annual report that could do so.
N Brent Fitzpatrick MBE
Chairman
This information is provided by RNS, the 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
IR FEAFSSFUSEDE
(END) Dow Jones Newswires
December 20, 2019 05:42 ET (10:42 GMT)
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