YOLO Leisure & Technology PLC Half-year Report (3274J)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Yolo Leisure And Technology Plc	LSE:YOLO	London	Ordinary Share	GB00BFX2VL54	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%	18.75	18.50	19.00				0.00	01:00:00

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

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RNS Number : 3274J

YOLO Leisure & Technology PLC

27 June 2017

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

YOLO Leisure and Technology plc

("YOLO" or the "Company")

Unaudited Interim Results for the period ended 31 March 2017

Introduction and Key highlights

The Board is pleased to report that the Company's unaudited results for the six month period ending 31 March 2017. The key highlights during the period were:

-- On 5 November 2016 the Company completed its investment in Magic Media Works limited ("Magic ") by investing GBP1.4m through convertible loan notes in Magic ("Loan Notes").

-- On 7 November the Company placed 254,000,000 shares at 1.0p each raising total gross funds of GBP2,540,000. A further 8,400,000 fee shares were also issued at a price of 1.0p.

-- On 28 February 2017 TVPlayer Limited ("TVPlayer") completed an investment round led by A&E Networks LLC ("A&E"). As part of this investment round, Yolo invested GBP85,424 to maintain its holding of 4.57%.

Post period end

-- An independent valuation of YOLO's investment portfolio dated 26 June 2017 supports the Board's estimate that the Company's current Net Asset Value per share equates to at least 1.5p. This is 186% above the midmarket closing price on 26 June 2017.

-- On 2 of June 2017 the Company announced the conversion of its Loan Notes of GBP1.415m in Magic Media Works Ltd to 2,673,661 ordinary shares taking a 41.43% holding in Magic.

-- Magic completed a pre-IPO funding round through the issue of GBP1.2m new Convertible Loan Notes.

   --      Yolo has subscribed for GBP500,000 of the New Loan Notes.

-- Magic has appointed FinnCap Limited as Corporate Finance Advisor to advise on its corporate finance strategy.

-- Simplestream Limited completes a profitable financial year to 31 May 2017 and is forecast to achieve GBP5m revenues for year ending 31 May 2018.

For further details please see below

 
 YOLO Leisure and Technology plc 
 Simon Lee Robinson                     simon.robinson@yoloplc.com 
 
 Cairn Financial Advisers LLP 
 Sandy Jamieson, Emma Earl                   Tel: +44 20 7213 0880 
 
 Peterhouse Corporate Finance Limited 
  (Sole broker) 
 Duncan Vasey / Lucy Williams               Tel: + 44 20 7220 9797 
 
 Walbrook PR Ltd                          Tel: +44 20 7933 8787 or 
                                               yolo@walbrookpr.com 
 Paul McManus                                Mob: +44 7980 541 893 
 Sam Allen                                   Mob: +44 7884 664 686

Introduction

I am pleased to report that the Company has had an active six month period ending 31 March 2017.

During the period the Company placed 254,000,000 shares at 1.0p each raising total gross funds of GBP2,540,000. A further 8,400,000 fee shares were also issued at a price of 1.0p.

On 5 November 2016 the Company completed its investment in Magic Media Works limited ("Magic ") by investing GBP1.4m through convertible loan notes in Magic ("Loan Notes"). The Loan Notes were converted into approximately 41.43% of the ordinary share capital of Magic on a fully diluted basis subsequent to the period end.

On 28 February 2017 TVPlayer Limited ("TVPlayer") completed an investment round led by A&E Networks LLC ("A&E"). As part of this investment round, Yolo invested GBP85,424 to maintain its holding of 4.57%.

The Board has commissioned an independent valuation of YOLO's investment portfolio by Welbeck Associates, Chartered Accountants. The valuation is dated 26 June 2017 and is based on current share prices in respect of the Company's quoted investments and recent investment rounds and indicative third party valuations for the Company's unquoted investments. Based on this valuation, the Directors estimate that the current Net Asset Value of the Company equates to approximately GBP7 million, which equates to at least 1.5p per share. This is 186% above the midmarket closing price on 26 June 2017.

The Company continues to actively search for additional investment opportunities in pursuit of its investment strategy. Our stated aim is to be a successful and profitable investment company by focussing on undervalued technology, travel, leisure and media businesses. We have and will continue to achieve this by identifying early stage or turnaround opportunities that require investment and / or have potential for a reverse takeover. We will invest into businesses with content and delivery capability that engage customers, monetise the user experience and have potential to scale.

Market context and background to investment strategy

The UK leisure sector is a large and diverse sector generating an estimated GBP117 billion. Consumers want to spend their free time enjoying themselves and are seeking experiences that enrich or add convenience to their lives. New classifications of leisure activities and ways of consumers engaging with content and experiences have emerged, whether these be occasional, frequent or habitual leisure activities. New sub-segments within the leisure segment have emerged such as music, video streaming subscriptions, podcasting, eSports and entertainment within the home representing a bigger and growing part of the consumers overall leisure time and expenditure.

How consumers spend their leisure time and disposable income is a key theme for each of Yolo's investee companies and of equal importance how they monetise this engagement time. Each of them have worked to capitalise on the shift to digital by developing technology platforms and capability that engage consumers with media content to create innovative and entertaining experiences that consumers value.

Consumers are increasingly looking to enrich their lives through entertainment experiences, aiming to make their everyday life more enjoyable and memorable. Improved technology in the form of smart TVs and the emergence of TV and streaming services have encouraged consumers to enjoy leisure in the comfort of their own home.

Summary of investment portfolio:

The Board has been selective in the transactions made and our growing investment portfolio now consists of businesses with strong technology and content themes. Each of the businesses are pioneers and innovators in their sectors and are disrupting the space that they are in, being consistent with YOLO's investment criteria.

Magic Media Works Ltd ("Magic") investor summary: Magic is a home entertainment technology company, with a mission to connect people together through music and bring joy to the home by building remarkably simple products that anyone, and everyone can use. On 7 November 2016 Yolo invested GBP1,415,000 in Magic Loan Notes. The Magic Loan Notes were converted into 2,673,661 ordinary shares on 2 June 2017 bringing its holding in Magic to 41.43%. On the same day YOLO also acquired a further GBP500,000 of new loan notes in Magic.

Magic has licensing agreements with the world's major record labels, including Universal Music Group, Sony Music Group and Warner Music Group and major independents including Merlin Music and also the major music publishers, allowing users to access millions of albums and over 29 million music tracks ad-free.

During the first quarter of 2017, a third of its existing customers were already using the company's devices for more than 8 hours per week.

Magic's next generation product is scheduled to launch in Q3 2017, delivering a suite of new features which will significantly differentiate the company's proposition from existing music streaming offerings.

In anticipation of the new product's launch, Magic has appointed Paul Johnson (previously with Nissan, Sony and Virgin) as Chief Marketing Officer and Michael Moszynski, CEO of London Advertising, has joined Magic's Advisory Board.

The new product will be made available through a range of retailers, etailers and TV shopping networks in a range of territories in both North America and Europe with launch dates and further details about the products exciting features to be announced in the near future.

Simplestream Limited ("Simplestream") investor summary: Simplestream is a live & video on demand (VOD) streaming solution broadcast company. Yolo invested on the 4 of February 2015 and has a 6.71% shareholding in the company with 9,943 shares. The total cost of our investment is GBP539,134.

Simplestream is a leading provider of video services for the media and entertainment industry specialising in end-to-end multi-device streaming including; Live, On-demand (VoD) and Catch-up TV, Cloud and Hybrid TV and Apps. It generates revenues on a SaaS based model and continues to impressively grow its client base with recent agreements, increasing recurring revenue growth to over 50% up year on year.

The company is profitable as of its May 2017 year end and benefits from over GBP3m in annually contracted software licence fees. Revenues for the 2017/2018 financial year are forecast to be in excess of GBP5m.

Recent high profile signings have contributed to the company's growth with Simplestream being selected by:

   -       NWSL Media, a joint venture between the National Women's Soccer League and A+E Networks

- Modern Times Group owned TracePlay to provide the TRACE App for their urban music and entertainment global media group

- A+E Networks UK to provide TV Everywhere distribution services for its new UK free-to-air channel Blaze

- Sony Pictures Television for its Hybrid TV solution and new catch-up service on YouView, the service hosts shows from Sony's popular kids channels Tiny Pop, POP and KIX

- Three new Subscriber Video on Demand (SVod) accounts have also been signed to provide customised and bespoke genre TV platforms for; the Arts and Culture content, Music and Sports.

Simplestream has built the service with features that include HD live channels and Video on Demand (VoD) with high quality adaptive streaming, the flexibility to create multiple thematic content packs based on deep metadata to enhance content discovery across multiple screens, region-based content controls to customise how content is presented in real-time, and localisation of all content in English and other languages.

TVPlayer Limited ("TVPlayer") investor summary: TVPlayer is a licensed TV aggregating broadcast platform that is focussed directly on the customer. Yolo invested on the 4 February 2015 and has a 4.57% shareholding in the company with 11,067 shares at a cost of GBP372,964.

TVPlayer was founded in 2014 and is the UK's de facto online TV aggregator. The company demerged from Simplestream Ltd in September 2016 to assist its growth. The company is well positioned with new and large strategic content partners taking an active interest to assist the business in its expansion.

The company has already attracted 3m downloads with 1m monthly active users and is the UK's only fully licensed online channel aggregator, having signed contracts with all of the commercial PSBs in September 2016. TVPlayer offers 75+ free live channels and the TVPlayer Plus offering a further 29 premium live and on demand channels for a monthly GBP5.99 (EUR7).

A+E (a joint venture between Disney and Hearst Media) is an award-winning, global media content company and a minority shareholder of TVPlayer following a GBP5m cash investment in August 2016. A+E are actively assisting management to accelerate growth in the UK and internationally. Opportunities exist for further strategic partnerships and the company is well positioned to capitalise on these opportunities.

TVPlayer continues to roll out its service onto new platforms, most recently adding Xbox and Roku. The company is now available on ten platforms: desktop, iOS, Android, Windows, Amazon Fire TV, Apple TV, EE TV, selected connected TVs, Xbox and Roku, with plans later this year for Chromecast, Playstation and Freesat.

The ten different technology platforms, generate over 6 million streams per month with an average of 34 minutes per stream, TVPlayer is a data rich source that provides valuable analytics and a valuable functionality to personalise the user experience such as recommendations and interactive engagement.

YOLO initially invested into Simplestream in February 2015 and the TVPlayer subsequently demerged in September 2016. Both are private businesses that have not disclosed their valuations to the market, although their combined value had quadrupled by year end 2016 since Yolo's investment. Both the TVPlayer and Simplestream businesses are well positioned to capitalise on the growth and user opportunities within the UK and International markets.

GFinity plc ("Gfinity") investor summary: Gfinity is one of the world's leading eSports companies and a premium eSports operator in the UK, offering a uniquely integrated suite of branded assets that give clients supreme opportunities to reach and engage with eSports fans through both viewing and participation. Yolo invested into Gfinity at the time of its listing on 23 December 2014. Yolo has acquired 2,143,023 shares in the company at cost of GBP364,650.

In May 2017 Gfinity successfully completed an oversubscribed placing with new and existing institutional and other investors to raise proceeds of GBP6.25 million, with 31,250,000 Placing Shares at 20 pence per share. Net proceeds of the placing will be deployed for additional working capital purposes and to launch the Gfinity Elite Series in the UK in summer 2017 and further establish its position as a leader in the eSports industry, as well as develop proprietary software, invest in personnel and invest in broadcast technology.

eSports is a global term for organised multi-player video game competitions particularly between professional players, that are streamed on the internet and watched by hundreds of millions of fans around the world. The global esports market is expected to grow 41% to $696 million in 2017, according to a new report by market researcher Newzoo and by 2020, esports revenues are expected to grow to $1.49 billion, with the audience for esports forecast to rise to 385 million during 2017 (up 19% on 2016).

The average eSports viewer watches content 19 times a month, with a session length of 2.2 hours, this gives a total of 41.8 hours per month, compared to the average 23 hours per month watched by football fans. eSports is unique in having a primary online broadcast platform, offering brands a progressive way of interacting with consumers. eSports is inherently social and ideally placed to drive conversations and marketing across Facebook, Twitter and Instagram.

Interim Results for Gfinity for the 6 months to 31 December 2016 show revenues up by 45% and operating losses down by 10% on the same period in the prior year and cash equivalents of GBP2.7m (30 June 2016: GBP0.8m and 31 December 2015: GBP1.6m).

Audioboom Group plc ("Audioboom") investor summary: Audioboom is a leading global podcasting platform that consolidates the business of on-demand audio, making content accessible, wide-reaching and profitable for podcasters, advertisers and brands. Yolo originally invested on 24 February 2015 and as at the balance sheet date held 3,500,000 shares at a cost of GBP275,654. This was increased on 4 April 2017 to 5,340,000 shares of the company's issued share capital taking the total cost of the investment in Audioboom to GBP321,914.

Audioboom completed a raise of GBP4.5m of new money in April 2017 to provide the company with working capital, technical development and creative initiatives. Over 75 million people listened to a "Boom" in the month of April from its global digital media platform. The Podcasting industry is growing rapidly and Audioboom is well positioned to take advantage of this development by matching targeted advertising to engaged audiences. The engagement metric KPIs during the period broke all year-on-year records and revenue generation has turned, exceeding expectations for the year.

A recent research survey carried out on more than 8,000 listeners in the UK and USA by Edison for Audioboom found that the average listener aged between 25 and 44 is listening to Podcasts for an average of two hours per day.

Revenues for the FY ending 30 November 2016 increased by GBP1.1m to GBP1.3m (2015: GBP0.2m) and adjusted EBITDA improved by GBP1.1m to a loss of GBP4.6m (2015: loss of GBP5.7m). According to the company's 2017 second quarter update, revenues for the six months ended 31 May 2017 of at least GBP1.8m for H1 from GBP329k in H1 2016, demonstrating good momentum.

The company KPI's for the year end November 2016 were all significantly up on prior year with; unique users: 58.6m +101%, total available advertising impressions: 242m +450%, total unique file requests: 430m +145%.

The momentum has continued into the 2017 financial year, For the H1 2017 interim update unique users have continued to grow to 81m and the company reported that over GBP3 million of advertising campaigns have been booked to occur in the financial year.

Issue of new Equity and Warrants

On 7 November 2016 the Company completed a placing 254,000,000 shares at 1.0p each raising total gross funds of GBP2,540,000 and issued warrants for 50,800,000 shares at an exercise price of 1.3p. A further 8,400,000 ordinary 1.0p shares were issued as fee shares. Simon Robinson was awarded 9,000,000 warrants at an exercise price of 1.3p.

Post balance sheet events

On the 2 of June 2017 the Company announced the conversion of its Loan Notes of GBP1.415m in Magic Media Works Ltd to 2,673,661 ordinary shares taking a 41.43% holding in Magic. Furthermore Magic completed a pre-IPO funding round through the issue of GBP1.2m new Convertible Loan Notes (the "New Loan Notes"). GBP1.0m of the raise has been secured through additional funding from new and existing investors, with the balance consisting of the capitalisation of part of a loan account due to Rob Lewis, founder and CEO of Magic. Yolo has subscribed for GBP500,000 of the New Loan Notes.

On conversion, the New Loan Notes will convert into ordinary shares in Magic at a 33% discount to the share price on an Initial Public Offering ("IPO") of Magic shares to the Stock Market. In the event that such an IPO does not occur by 1 December 2017, the New Loan Notes will thereafter accrue interest at 10% per annum. The New Loan Notes are repayable on 1 December 2019.

Magic has appointed FinnCap Limited as Corporate Finance Advisor to advise on its corporate finance strategy.

The Board continues to evaluate and consider investment opportunities in the technology, travel, leisure and media sectors and will only make investments in those projects which the Board believes will create value for shareholders.

I would also like to thank our shareholders and advisors for continuing to support the board and our vision.

Simon Robinson

Chairman

27 June 2017

INTERIM STATEMENT OF COMPREHENSIVE INCOME