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Andrew Hore Quoted Micro 28 October 2019

NEX EXCHANGE

Ashley House (ASH) is selling its stake in the Morgan Ashley joint venture to its partner for £2m, with £500,000 deferred for 12-months. Delays in the financial closure of projects has led to a shortage of funds at Ashley House and this deal means it does not have to put any more cash into the joint venture. The renewed focus will be modular buildings and the health and wellness buildings sector. Ashley House cannot work in the elderly care housing sector for three years.

Medicinal cannabis company Ananda Developments (ANA) says that 50%-owned DJT Plants has lodged an application to grow >0.2% THC cannabis. Ananda had net assets of £725,000 at the end of July 2019. That included cash of £162,000. In the six months to July 2019, more than two-thirds of expenses related to the licence application to the Home Office.

Clinical support systems supplier DXS International (DXSP) has been awarded a place on the NHS GPIT Futures framework from the beginning of 2020. This replaces the GPSoC2 framework and means that systems and services will be able to be bought centrally rather than with GP funds. DXS is on course to meet approvals for its specific systems and services. Three newly developed products will be placed on the NHS Digital Online buying catalogue.

Equatorial Mining and Exploration (EM.P) is changing its name to Eastinco Mining and consolidating 100 existing shares into one new share. It is also seeking shareholder approval for the ability to issue more shares. The share purchase agreement conditions for the acquisition of Eastinco have been satisfied. Six billion shares (this will be 60 million after consolidation) and £300,000 of nil coupon loan notes June 2025 have been issued. Heavy mining equipment is being transported to the Kuaka project.

Trading in the bonds of Via Developments (VIA1) has been suspended because a new independent non-executive director has yet to be appointed.

Woodford Investment Management has reported that it has cut its stake in proton beam therapy services provider Rutherford Health (RUTH) from 49.28% to 29.78%, but it is not clear who has acquired the shares.

Ace Liberty and Stone (ALSP) has declared an interim dividend of 0.83p a share and that will cost £359,000. The shares go ex-dividend on 7 November.

Panther Minerals (PALM) plans to consolidate 20 existing shares into one new share and shareholders are being asked to vote for the resolution at a general meeting on 14 November. Panther has been granted its first exploration licence in the Northern Territory. The Marrakai project licence is in the Pine Creek Orogen and covers just over 10 km2. There are a series of gold prospects and there has been previous drilling in the area.

AIM

Footwear retailer Shoe Zone (SHOE) has reassured investors that it will be able to achieve the downgraded pre-tax profit of £9.5m. Net cash of £11.3m at the end of September 2019 is better than expected.

Monoclonal antibodies developer Bioventix (BVXP) reported a 6% increase in full year revenues, although the underlying growth was 16% due to the inclusion of back dated royalties in the previous year. Underlying pre-tax profit was 14% ahead at £7.1m. A 47p a share special dividend is proposed on top of the final dividend of 43p a share. Vitamin D antibody sales increased by one-quarter and they account for 46% of group revenues.

D4T4 Solutions (D4T4) says that its first half trading was in line with expectations. Interim revenues of the data analytics and collection company were £8.8m and this should be one-third of the full year total.

Oil and gas producer President Energy (PPC) is acquiring additional acreage in Rio Negro province from the Argentine oil company CGC in return for assuming the liabilities related to the acreage. CGC is also subscribing for $1.825m worth of shares in instalments. The first instalment of $500,000 will be subscribed when the acquisition is completed. The total subscription could be the equivalent of 3% of President, depending on the share prices when the money is invested.

Thor Mining (THR) is raising £510,000 at 0.2p a share. The cash will be invested in the Molyhil and Bonya tungsten and molybdenum projects in the Northern Territory and a copper project in South Australia.

Vianet (VNET) says that its smart machines division is adding to its customer base and the contracts won in August mean that the growth will continue. Overall trading in the first half was in line with expectations.

MAIN MARKET

TNG (TNG) is seeking to join the standard list. The titanium dioxide project owner already has an ASX listing. TNG owns the TIVAN process that enables production of ultra-white titanium dioxide pigment. The Munt Peake project in Australia will be the first to use the technology. The project will also produce vanadium. A final investment decision will be made as early as next summer.

Fasteners supplier Trifast (TRI) has been hit by weakness in its main markets. There have been reduced volumes in the automotive market. The forecast pre-tax profit for the year to March 2019 has been cut from £22m to £20.3m.

Zenith Energy (ZEN) has raised £824,000 at around 3p a share from the placing in Norway.

Standard list shell Rockpool Acquisitions (ROC) has signed heads of terms with a company in Nevada, which will subscribe for £1.6m of shares and convertibles at an issue/conversion price of 12p a share. Rockpool will make a further loan of £750,000 to Greenview Gas, taking the total to £910,000, which will be convertible into 40% of Greenview.

J Smart and Co (Contractors) (SMJ) increased full year revenues from £8.56m to £16m. The pre-tax profit improved from £5.82m to £7.27m, although that was mainly due to the net surplus on property valuations rising from £2.86m to £4.05m. A lull in contracting work means that this year’s profit is unlikely to improve.

Cash shell Baskerville Capital (BASK) still had £1.5m in the bank at the end of June 2019.

Andrew Hore

Kibo Energy (KIBO) Raise £1,500,000 from Placing and £490,000 from Supplier and Creditors

Further clarification with regard to the composition of the new ordinary shares to be issued has been provided which includes a combination of funding from investors and settlement of amounts owed to creditors. The placing amount has been corrected from GBP1,990,000 to GBP1,500,000, with the balance of new shares to be issued in relation to outstanding creditors of GBP490,000.

Dated: 21 October 2019

Kibo Energy PLC (‘Kibo’ or the ‘Company’)

Completed Placing

Kibo Energy PLC, the multi-asset, Africa focused, energy company, is pleased to announce that further to the announcement dated 9 October 2019, it has successfully raised GBP1,500,000 (the ‘Placing’) via the issue of 333,333,333 ordinary shares at 0.45 pence per share, of par value €0.001 each (‘New Ordinary Shares’). The proceeds from the Placing will be utilised primarily to further develop the Company’s diverse energy portfolio and working capital requirements.

In addition, the Company also received interest from and settled payment with service providers, suppliers and creditors for an amount of GBP490,000 via the issue of 108,888,947 ordinary shares of par value €0.001 each (together with the Placing, the ‘Funding’).

Louis Coetzee, CEO of Kibo, commented, “We are pleased to have raised capital during a particularly turbulent time in the global market through new and existing investors including the Directors, as well as the support of certain suppliers and creditors. With this money, we will be able to continue developing our diverse portfolio of major energy assets towards commercialisation.  We look forward to providing updates on progress in this regard in the near future.”

Details of the Placing

Kibo has raised gross proceeds of GBP1,500,000 in the Placing, with third party investors, Directors and Management and other parties arranged by them including Sanderson Capital Partners Ltd (“Sanderson”) participating in the Placing. In addition, certain suppliers and creditors of the Company have also agreed to accept payment in shares for an aggregate amount totalling GBP490,000.

All shares issued in the Funding (“Placing Shares”) will have warrants attached (together with the Placing Shares, “Units”) with each Unit comprising one Placing Share, one warrant exercisable at 0.8p per share for the period of 18 months from the date of issue and half a warrant exercisable at 1p per share for the period of 36 months from the date of issue.



Details of the shares purchased by Directors and Management are as follows:

Table 1: Directors’ & Senior Management’s Shareholding Before & After Placing

BEFORE PLACING

AFTER PLACING

Shares Held Prior to Issue of Placing Shares

% Holding in Kibo Before Issue of Placing Shares

 

 

 

Number of Placing Shares Issued

Number of Kibo Shares Held after Issue of Placing Shares

Total Value of Placing Shares Issued at Deemed Value of GBP 0.0045 per Kibo Share

 

% Holding in Kibo After Issue of Placing Shares

 

Name

Position

Christian Schaffalitzky & Related Parties

Non-Exec Chairman

2,119,842

0.26

3,885,000

6,004,842

£17,483

Louis Coetzee & Related Parties

Exec. Director

8,065,996

1.00

11,440,000

19,505,996

£51,480

Tinus Maree & Related Parties

Exec Director

2,934,200

0.36

4,485,600

7,419,800

£20,185

Andreas Lianos & Related Parties

Non-Exec. Director

7,588,633

0.94

9,485,000

17,073,633

£42,683

Noel O’Keeffe & Related Parties

Non-Exec. Director

3,591,447

0.45

3,445,600

7,037,047

£15,505

Wenzel Kerremans

Non-Exec Director

376,241

0.05

815,000

1,191,241

£3,668

Louis Scheepers & Related Parties

Senior Management

3,009,914

0.37

7,380,600

10,390,514

£33,213

Pieter Krugel

Senior Management

0

0.00

12,330,000

12,330,000

£55,485

TOTALS

27,686,273

3.44

53,266,800

80,953,073

£239,701

6.49



Table 2: Directors’ and Senior Management’s Warrant Holding Position Before & After Placing

 

BEFORE PLACING

AFTER PLACING

Warrants Issued at 0.8p

Warrants Issued at 1p

Warrants Held Prior to Issue of Placing Shares

 

 

Number of Placing Warrants exercisable at 0.8p

Expiry Date

Number of Placing Warrants exercisable at 1p (half warrants)

Expiry Date

 

Total Number of Warrants

Name

Position

Christian Schaffalitzky & Related Parties

Non-Exec Chairman

0

3,885,000

3 May 2021

 1,942,500

3 Nov 2022

5,827,500

Louis Coetzee & Related Parties

Exec. Director

0

11,440,000

3 May 2021

 5,720,000

3 Nov 2022

17,160,000

Tinus Maree & Related Parties

Exec Director

0

4,485,600

3 May 2021

 2,242,800

3 Nov 2022

6,728,400

Andreas Lianos & Related Parties

Non-Exec. Director

0

9,485,000

3 May 2021

 4,742,500

3 Nov 2022

14,227,500

Noel O’Keeffe & Related Parties

Non-Exec. Director

0

3,445,600

3 May 2021

 1,722,800

3 Nov 2022

5,168,400

Wenzel Kerremans

Non-Exec Director

0

815,000

3 May 2021

407,500

3 Nov 2022

1,222,500

Louis Scheepers & Related Parties

Senior Management

0

7,380,600

3 May 2021

 3,690,300

3 Nov 2022

11,070,900

Pieter Krugel

Senior Management

0

12,330,000

3 May 2021

 6,165,000

3 Nov 2022

18,495,000

TOTALS

0

53,266,800

26,633,400

79,900,200

 

The Directors and Management of the Company shown in the above tables are Persons Discharging Managerial Responsibility (“PDMRs”) under the Market Abuse Regulation 2016 (“MAR”). In compliance with MAR and the Company’s Share Dealing Code they have submitted dealing request forms to the designated Company executives seeking permission to participate in the Placing and authority has been granted. Dealing notification form will be completed by the PDMRs and submitted to the FCA within 3 days of completion of the Placing in accordance with MAR.

 

Sanderson has subscribed for 55,555,556 Placing Shares, pursuant to the Placing. Sanderson is a related party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial shareholder, holding 10% or more of the existing Ordinary Shares. The Board of Directors consider, having consulted with the Company’s nominated adviser, RFC Ambrian Limited, that the terms of the transaction are fair and reasonable insofar as the Company’s shareholders are concerned.

 

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and the JSE AltX markets. Trading in the New Ordinary Shares is expected to commence on AIM and the JSE on or around 4 November 2019 (‘Admission’). Following Admission, the Company will have 1,247,276,078 shares in issue and this figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules. Following the Placing the expected changes in the shareholding of the Company’s existing Significant Shareholders are shown on Table 3 below.



Table 3: Expected Changes in Significant Shareholders shareholding in Kibo after Placing

AFTER PLACING

Number of Placing Shares subscribed for

Number of Kibo Shares Held after Issue of Placing Shares *

% Holding in Kibo After Issue of Placing Shares

 

Name

Sanderson Capital Partners Limited & Related Parties

55,555,556

175,555,556

Shumba Energy Limited & Related Parties

0

128,053,893

Yakoub Yakoubov & Related Parties

3,333,333

36,333,333

TOTALS

58,888,889

339,942,782

27.25

These figures are calculated based on the most recent shareholding figures available to the Company.

**ENDS**

 

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.

For further information please visit www.kibo.energy or contact:

Louis Coetzee

info@kibo.energy

Kibo Energy PLC

Chief Executive Officer

Andreas Lianos

+27 (0) 83 4408365

River Group

Corporate and Designated

Adviser on JSE

Jason Robertson

+44 (0) 20 7374 2212

First Equity Limited

Joint Broker

Bhavesh Patel/Stephen Allen

+44 20 3440 6800

RFC Ambrian Limited

NOMAD on AIM

Isabel de Salis /

Beth Melluish

+44 (0) 20 7236 1177

St Brides Partners Ltd

Investor and Media Relations Adviser

Notes

Kibo Energy PLC is a multi-asset, Africa focused, energy company positioned to address the acute power deficit, which is one of the primary impediments to economic development in Sub-Saharan Africa. To this end, it is the Company’s objective to become a leading independent power producer in the region.

Kibo is simultaneously developing three similar coal-fuelled power projects: the Mbeya Coal to Power Project (‘MCPP’) in Tanzania; the Mabesekwa Coal Independent Power Project (‘MCIPP’) in Botswana; and the Benga Independent Power Project (‘BIPP’) in Mozambique.  By developing these projects in parallel, the Company intends to leverage considerable economies of scale and timing in respect of strategic partnerships, procurement, equipment, human capital, execution capability / capacity and project finance.

Additionally, the Company has a 60% interest in MAST Energy Developments Limited (‘MED’), a private UK registered company targeting the development and operation of flexible power plants to service the Reserve Power generation market. 

Johannesburg

21 October 2019

Corporate and Designated Adviser

River Group

VIDEO: Open Orphan (ORPH) CCO Maurice Treacy Presents at Shares Investors Evening in Manchester

Alan Green talks Bidstack #BIDS, Kibo Energy #KIBO, Grand Vision Media Holdings #GVMH & Feedback #FDBK on the Vox Markets podcast

Alan Green CEO of Brand Communications talks about: Bidstack #BIDS Kibo Energy #KIBO Grand Vision Media Holdings #GVMH Feedback #FDBK on the Vox Markets podcast. Interview starts at 21 minutes 35 seconds

Open Orphan (ORPH) – CRUX Asset Management Ltd increase Holding(s) in Company

TR-1: Standard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:

Open Orphan PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

CRUX Asset Management Ltd

City and country of registered office (if applicable)

London, UK

4. Full name of shareholder(s) (if different from 3.)v

Name

FP CRUX UXITS OEIC

City and country of registered office (if applicable)

London, UK

5. Date on which the threshold was crossed or reachedvi:

30/09/2019

6. Date on which issuer notified (DD/MM/YYYY):

01/10/2019

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

4.10%

0%

4.10%

10,428,571

Position of previous notification (if

applicable)

3.52%

N/A

3.52%

8,928,571

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00B9275X97

10,428,571

4.10%

SUBTOTAL 8. A

10,428,571

4.10%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period 
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

X

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (please add additional rows as necessary)

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

Place of completion

London, UK

Date of completion

01/10/2019

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

Grand Vision Media (GVMH) Half-year Report For Six Months up to the 30th June

The CEO’s Report

Overview

General market conditions for the advertising sector were tough in the first six months, primarily caused by the concern of the economic impact and extended timeline of the trade war between US and China.

In the past six months, we have expanded both our network and our presence in the region.  We concluded our partnership agreement with Dadi Cinemas and rolled out our glasses free 3D panels to further twenty cinemas.  We also secured the right to be their sales partner for their cinema advertising assets.

We also signed with strategic partners in Japan and Korea to strengthen our sales presence in those regions, in line with our strategy to capture a larger share of marketing budget targeted at Chinese outbound tourism.

We have also started a pilot project with CJ CGV Cinemas in Korea.  This is a significant development that confirms our cinema-centric model has an appeal that is not unique in China.  We may consider develop similar partnerships in the wider region.

Summary of Trading Results

GVMH Consolidated Results for the 6 Months to 30 June 2019

Revenue in the period was HKD7,886K. The Company had a loss before tax of HKD8,164K. The expenses in the period included listing costs amounting to HKD115K.

GVC Holdings Ltd (“GVCH”) Results for the 6 Months to 30 June 2019

Revenue in the period was HKD7,886K (H1 2018 : HKD7,415K), representing an increase of 6% compared to the same period last year. Despite a tight market, we have been able to deliver more integrated campaigns and marketing events to supplement the traditional OOH advertising revenue.  Revenue from social media marketing also grew by over 10 percent to HKD 2,600K.  GVCH had a loss before tax in the period of HKD7,111K (H1 2018: HKD6,745K).

Outlook

The Successful pilot in Korea with CJ CGV cinemas is a significant development for the Group. As a result, we are in the planning stage of a bigger roll out with the CJ CGV cinemas in Korea. This also encourages us to evaluate the possibility of expanding our network to other Asian countries.

To respond to the changes in the market dynamics, we are making some re-alignment of our strategy to ensure a broad coverage in China whilst focussing in the top ten to fifteen cities in China while enlarging our network through representing other advertising assets within cinemas.  We shall relocate our own glasses free 3D panels to these cities with an aim to achieve a bigger critical mass in those cities. In addition to strengthening existing overseas partnerships, we are in discussions with partners in Asian countries such as Singapore and Thailand.

The luxury goods segment in China continues to grow and we are planning to work with a leading distributor / buying office of luxury fashion brands in China to boost our market access and industry insights, allowing us to better serve clients in this sector. Through this partnership we hope to provide both on-line and off-line marketing services to luxury fashion brands seeking to establish themselves in China.

Responsibility Statement

We confirm that to the best of our knowledge:

a. the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’;

b. the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and,

c. the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

The condensed accounts have not been reviewed by the auditors.

Jonathan Lo
Chief Executive Officer

Date : 27 September 2019

Interim Condensed Statement of Comprehensive Income

Notes GVMH
6 months Ended
30 June
2019
GVMH
6 months Ended
30 June
2018
GVMH
Year End
31 December
2018
HK$’000 HK$’000 HK$’000
Turnover 7,886 7,415 18,026
Cost of Sales (6,571) (4,166) (12,140)
Gross Profit 1,315 3,249 5,886
Other Income / Expenditure 167 62 79
Administrative expenses (3,413) (8,263) (20,524)
Depreciation (1,708) (2,008) (3,982)
Admission costs (4,451) (8,385) (8,946)
Premium on reverse acquisition (5,259) (5,259)
Operating Loss (8,090) (20,604) (32,746)
Finance Cost (74) (141) (316)
Loss before taxation (8,164) (20,745) (33,062)
Tax on loss on ordinary activities
Loss after taxation (8,164) (20,745) (33,062)
Exchange difference arising on Translation (955) 772
Loss and total comprehensive loss for the period (9,119) (20,745) (32,290)
(Loss)/profit attributable to:
Equity holders of the Company (8,348) (20,699) (33,069)
Non-controlling interests 184 (46) 7
(8,164) (20,745) (33,062)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company (9,303) (20,699) (33,297)
Non-controlling interests 184 (46) 7
(9,119) (20,745) (33,290)
Basic and diluted earnings per share (HK$) 5 (0.085) (1.56) (0.34)

Interim Condensed Statement of Changes in Equity

GVMH PLC Share  Capital Share Premium Group Reorganization Reserve Capital Contribution arising from shareholders loan Exchange Reserve Non-Controlling Interest Retained Earnings Total Equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 19 June 2018 99,782 45,835 (21,918) 123,699
Re-Organization Reserve (96,631) (96,631)
Capital Contribution 844 844
Exchange Reserve (222) (222)
Non-Controlling Interest (3,464) (3,464)
Loss for the period  – (20,699) (20,699)
Balance at 30 June 2018 99,782 45,835 (96,631) 844 (222) (3,464) (42,617) 3,527
Share issue (3,765) (3,765)
Share Premium (1,729) (1,729)
Capital Contribution (844) (844)
Exchange Reserve 2,118 2,118
Non-Controlling Interest 54 54
Loss for the Period (11,598) (11,598)
Balance at 31 December 2018 96,017 44,106 (96,631) 1,896 (3,410) (54,215) (12,237)
Re-Organization Reserve 4,461 4,461
Capital Contribution 844 844
Exchange Reserve 927 (296) 631
Non-Controlling Interest 184 184
Loss for the period  – (9,303) (9,303)
Balance at 30 June 2019 96,017 44,106 (92,170) 844 2,823 (3,226) (63,814) (15,420)

Share capital is the amount subscribed for shares at nominal value.

The share premium has arisen on the issue of shares at a premium to their nominal value.

Retained losses represent the cumulative loss of the Company attributable to equity shareholders.

Interim Condensed Statement of the Financial Position

Notes GVMH
30 June
2019
GVMH
30 June
2018
GVMH
31 December 2018
HK$’000 HK$’000 HK$’000
Assets
Non-Current Assets
Property, plant and equipment 488 4,192 2,183
Investment in Subsidiary
Total Non-Current Asset 488 4,192 2,183
Current assets
Inventories 994 2,403 1,707
Trade and Other Receivables 6,890 6,083 5,104
Deposits and Pre-Payments 360 871 1,036
Cash and Cash Equivalents 2,752 8,692 2,552
 Total Current Assets 10,996 18,049 10,399
Total Assets 11,484 22,241 12,582
Equity and Liabilities
Share Capital 6 96,017 99,782 96,017
Share Premium Account 6 44,106 45,835 44,106
Group Re-organization Reserve (92,170) (96,631) (96,631)
Capital Contribution arising from Shareholder’s Loan 844 844
Exchange Reverses 2,823 (222) 1,896
Non-Controlling Interest (3,226) (3,464) (3,410)
Retained Earnings (63,814) (42,617) (54,215)
Total Equity (15,420) 3,527 (12,237)
Liabilities
Non-Current Liabilities
Shareholders loan 13,779 8,502 8,676
Total Non-Current Liabilities 13,779 8,502 8,676
Current Liabilities
Trade and Other Payables 12,399 9,759 15,728
Amount Due to Directors 551 71 304
Deposits Received 175 382 111
Total Current Liability 13,126 10,212 16,143
Total Liabilities 26,904 18,714 24,819
Total Equity and Liabilities 11,484 22,241 12,582

Interim Condensed Cash Flow Statement

Notes GVMH
6 Months
ended
30 June 2019
GVMH
6 Months
ended
30 June 2018
GVMH
For the year ended 31 December 2018
HK$’000 HK$’000 HK$’000
Cash flows from operating activities
Operating loss (8,164) (20,745) (33,062)
Add: Depreciation 1,708 2,008 3,982
Add: Finance Cost on Shareholders loan 74 141 316
Add: Non Cash Successful fee 6,972 7,024
Add: Share based payment 1,447
Add: Premium on reverse acquisition 5,259 5,259
Changes in working capital
(Increase) / decrease in inventories 712 403 1,119
(Increase) / decrease in receivables (1,787) 120 1,270
Decrease in deposits and prepayments 677 7,857
Increase / (decrease) in payables 2,133 (5,432) 2,848
(Increase)/Decrease in amount due from related companies 257
Net cash flow from operating activities (4,647) (11,274) (17,397)
Investing Activities
Payments for Purchase of Property, Plant and equity (12) (34) (47)
Acquisition Net of Bank Balance 6,032 6,032
Net cash flow from investing activities (12) 5,998 5,985
Cash flows from financing activities:
(Repayment of) / proceeds from Shareholder loans 5,029 2,500 2,500
Net proceeds from issue of shares 6 6,978 6,714
Net proceeds from share premium 3,489 3,357
Net cash flow from financing activities 5,029 12,967 12,571
Net cash flow for the period 370 7,691 1,159
Opening Cash and cash equivalents 2,552 1,136 1,136
Effect on Foreign exchange rate changes (170) (135) 257
Closing Cash and cash equivalents 2,752 8,692 2,552

Notes to the Interim Condensed Financial Statements

1.         General Information

GRAND VISION MEDIA HOLDINGS PLC (‘the Company’) is an investment company incorporated in the United Kingdom. Details of the registered office, the officers and advisers to the Company are presented on the Directors and Advisers page at the end of this report.  The information within these interim condensed financial statements and accompanying notes must be read in conjunction with the audited annual financial statements that have been prepared for the period ended 31 December 2018.

2.         Basis of Preparation

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2019 were approved by the board and authorised for issue on 27 September 2019.

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the period ended 31 December 2018 have been applied in the preparation of these condensed interim financial statements.  These interim financial statements have been prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (“IFRS”) as endorsed by the EU that are expected to be applicable to the financial statements for the year ending 31 December 2019 and on the basis of the accounting policies expected to be used in those financial statements.

The figures for the six months ended 30 June 2019 and 30 June 2018 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2018 are extracts from the 2018 audited accounts.  The independent auditor’s report on the 2018 accounts was not qualified.

The assets and liabilities of the legal subsidiary, GVC Holdings Limited are recognized and measured in the Group financial statements at the pre-combination carrying amounts, without restatement of fair value. The retained earnings and other equity balances recognized in the Group financial statements reflect the retained earnings and other equity balances of Grand Vision Media Holdings plc immediately before the reverse and the results of the period from 1 January 2018 to 30 June 2018 and post reverse.

Standards and Interpretations adopted with no material effect on financial statements

In the current year, the Group, for the first time, has applied IFRS 16 Leases. IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to the lessee accounting by removing the distinction between operating and finance leases and requiring the recognition of a right-of-use asset and a lease liability at the lease commencement for all leases, except for short-term leases and leases of low value assets. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged. The impact of the adoption of IFRS 16 on the Group’s consolidated financial statements is described below. The Group has applied IFRS 16 using the Modified retrospective approach.

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have material impact on the Group.

3.         Segmental Reporting

In the opinion of the Directors, the Company has one class of business, being that of social media marketing and operates in the Peoples Republic of China.

4.         Company Result for the period

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.

The operating loss of the Company for the six months ended 30 June 2019 was HK$ 1,052,293 (2018:
loss of HK$ 874,844, year ended 31 December 2018: HK$ 10,810,849). The current period operating loss incorporated the following main items:

GVMH
30 June 2019
GVMH
30 June 2018
GVMH
31 December 2018
(Unaudited) (Unaudited) (Audited)
HK$’000 HK$‘000 HK$‘000
Accounting and administration fees 79 9 165
Employment expenses 732 8 816
Rent fees 3 47
Legal and professional fees 49 5 147
Listing costs 115 831 9,082
Other expenses 77 19 554
Total 1,052 875 10,811

5.         Earnings per Share

Earnings per share data is based on the Company result for the six months and the weighted average number of shares in issue.

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

GVMH
30 June
2019
(Unaudited)
GVMH
30 June
2018
(Unaudited)
GVMH
31 December
2018
(Audited)
HK$ HK$ HK$
Loss after tax (8,348,000) (20,699,000) (33,069,000)
Weighted average number of ordinary shares in issue 96,287,079 13,234,439 96,287,079
Basic and diluted loss per share (0.089) (1.56) (0.34)

Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. There were no potential dilutive shares in issue during the period.

6.         Share Capital

Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

Allotted, called up and fully paid ordinary  shares of 10p each Number of shares Share Capital Share
Capital
Share
Premium
Share Premium
£ HK$ £ HK$
Balance at 26 February 2016 50,000,000 50,000 518,150
Balance at 30 June 2016 50,000,000 50,000 518,150
Share issue – 2 August 2016 60,000,000 60,000 621,780
Consolidate shares – 3 August 2016 (108,900,000)
Balance at 31 December 2016 1,100,000 110,000 1,139,930
Share issue – 10 January 2017 5,130,000 513,000 5,316,219 257,000 2,663,291
Balance at 30 June 2018 6,230,000 623,000 6,456,149 257,000 2,663,291
After Acquisition Share 19 June 2018 90,057,079 9,005,708 93,326,151 4,502,854 46,663,075
Balance at 31 December 2018 96,287,079 9,628,708 99,782,300 4,759,854 49,326,366
Balance at 30 June 2019 96,287,079 9,628,708 99,782,300 4,759,854 49,326,366

7          Events Subsequent to 30 June 2019

On 19 July 2019, GVMH issued convertible loan notes of £670k.

8            Reverse Acquisition

The reverse acquisition occurred just prior to the period end 30 June 2018 and the consolidated numbers of GVC Holdings Limited are presented below for illustration purposes only:

Income statement

GVCH
6 months Ended
30 June
2019
GVCH
6 months Ended
30 June
2018
HK$’000 HK$’000
Turnover 7,886 7,415
Cost of Sales (6,571) (4,166)
Gross Profit 1,315 3,249
Other Income / Expenditure 168 62
Administrative expenses (6,813) (7,907)
EBITDA (5,330) (4,596)
Finance Cost (73) (141)
Depreciation (1,708) (2,008)
Loss before taxation (7,111) (6,745)
Tax on loss on ordinary activities
Loss after taxation (7,111) (6,745)
Exchange difference arising on Translation (495)
Loss and total comprehensive loss for the period (7,606) (6,745)
(Loss)/profit attributable to:
Equity holders of the Company (7,294) (6,699)
Non-controlling interests 183 (47)
(7,111) (6,745)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company (7,789) (6,699)
Non-controlling interests 183 (47)
(7,606) (6,745)
Basic and diluted earnings per share (HK$) (588) (540)

 

Balance Sheet GVCH
30 June
2019
GVCH
30 June
2018
HK$’000 HK$’000
Assets
Non-Current Assets
Property, plant and equipment 488 4,192
Investment in Subsidiary
Total Non-Current Asset 488 4,192
Current assets
Inventories 994 2,403
Trade and Other Receivables 6,890 3,845
Deposits and Pre-Payments 313 803
Cash and Cash Equivalents 2,681 2,660
 Total Current Assets 10,878 9,711
Total Assets 11,366 13,903
Equity and Liabilities
Share Capital 106 106
Share Premium Account 30,368 30,368
Group Re-organization Reserve (9,059) (9,059)
Capital Contribution arising from Shareholder’s Loan 844 844
Exchange Reverses 597 (77)
Non-Controlling Interest (3,226) (3,464)
Retained Earnings (45,590) (28,617)
Total Equity (25,960) (9,899)
Liabilities
Non-Current Liabilities
Shareholders loan 12,750 8,501
Total Non-Current Liabilities 12,750 8,501
Current Liabilities
Trade and Other Payables 11,129 9,216
Amount due to GVMH 12,720 5,632
Amount Due to Directors 552 71
Deposits Received 175 382
Total Current Liability 24,576 15,301
Total Liabilities 37,326 23,802
Total Equity and Liabilities 11,366 13,903

9.         Reports

This interim condensed financial statements will be available shortly on the Company website at www.gvmh.co.uk

For more information:

Grand Vision Media Holdings plc http://gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145
or info@gvmh.co.uk
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs Tel: +44 (0) 20 3772 0021
or enquiries@alfredhenry.com

– ENDS –

Open Orphan #ORPH – Interim Results for 6 months ended 30 June 2019

Open Orphan, a European-focused, rare and orphan drug consulting services platform, announces its interim results for the six months ended 30 June 2019. Financial Highlights below (and in note 3 of the reported financial statements) reflect the interim results of Venn Life Sciences (“Venn”) prior to the reverse takeover by Open Orphan on the 28 June 2019.

Reported results, based on IFRS accounting rules, reflect those of Open Orphan DAC while the Balance Sheet as of end June 2019 reflects that of the combined group with share capital reflecting the position of the ultimate parent Company Open Orphan Plc.

Financial Highlights:

·      Placing of GBP £4.5 m in June 2019 to recapitalise the business and fund the growth strategy

·      Revenue of €5.8m (Venn HY18: €7.8m)

·      EBITDA Loss of -€1.5m (Venn HY18 EBITDA profit: €0.2m)

·      Operating Loss of -€1.8m (Venn HY18 Operating Loss: -€0.6m)

·        Cash and cash equivalents of €5.1m at period end following successful placing

·      Post completion of reverse takeover, continued reduction in overheads delivering cost efficiencies

o  Increased staff utilisation

o  Strong pipeline of potential work

o  Targeting profitable growth and a return to profitability in 2020

Operational Highlights:

·      Transformational reverse takeover of Venn Life Sciences Holdings Plc by Open Orphan DAC

o  The Enlarged Group intends to target the fragmented orphan drug services market in Europe

o  Identified an extensive pipeline of target acquisitions primarily in the regulatory approval, reimbursement and product launch

·      Venn being successfully right-sized with reductions in overheads and in the cash burn rate

·      Open Orphan Services continues to develop a pipeline of acquisitions to complement our current offering and has an ambition to complete an acquisition before the year end

·      Development of the Open Orphan Genomic Health Data platform targeting patient advocacy groups to help source rare disease patient genomic data – companies approached, and early adopters expected to be announced in the second half of the year.

·      Open Orphan’s second digital data platform is advancing and building a platform for growth

Cathal Friel, CEO of Open Orphan, said:

“The combination of Venn and Open Orphan has given us a strong platform to build a full-service, high margin consultancy to offer services to the fast-growing orphan drug market right across Europe. We have a strong management team with a proven track record and an experienced board which will work closely alongside us.

We are well positioned for future growth and there a number of reasons for the team and shareholders to be excited as we look into the future.” 

Conference call for sell-side analysts and investors

The Company will hold a conference call for sell-side analysts and investors at 10am today hosted by: Cathal Friel, CEO and Maurice Treacy, CCO.

Participant dial-in numbers

Dial in number

Access PIN

United Kingdom Toll-Free: 08003589473

35437628#

United Kingdom Toll: +44 3333000804

35437628#

Republic of Ireland Toll: +353 14311252

35437628#

Republic of Ireland Toll-Free: 1800948241

35437628#

URL for international dial in numbers: http://events.arkadin.com/ev/docs/NE_W2_TF_Events_International_Access_List.pdf

 

Enquiries:

Open Orphan Plc Tel: +353 (0)1 644 0007

Cathal Friel, Chief Executive Officer

Arden Partners (Nominated Adviser and Joint Broker) Tel: +44 (0)20 7614 5900

John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1 679 6363

Anthony Farrell (Corporate Finance)

Camarco (Financial PR) Tel: +44 (0)20 3757 4980

Tom Huddart / Billy Clegg / Daniel Sherwen

 

Notes to Editors:

Open Orphan plc is a European-focused, rare and orphan drug consulting services platform. The Company intends to roll up a number of orphan drug services business. Open Orphan has two data driven digital platforms, a Genomic Health Data Platform, which is establishing a rare disease database and a Virtual Rep platform enabling pharmaceutical companies to engage key opinion leaders and physicians. The Company is targeting rapid growth in one of the fastest growing sectors in the global pharmaceutical industry targeting under-supplied treatment for life threatening or very serious diseases and rare disorders.

Chairman’s Statement

Introduction

The first half of 2019 saw the transformational reverse takeover of Venn Life Sciences Holdings Plc by Open Orphan DAC to target the fragmented orphan drug services market in Europe. As part of the reverse takeover Open Orphan successfully completed a placing, raising GBP£4.5 million to recapitalise the business and fund our growth strategy.

Financial Results

The reported interim results reflect the six months of Open Orphan DAC following its reverse takeover of Venn Life Sciences Holdings Plc prior to its reverse takeover by Open Orphan on the 28th June 2019.

The results of Open Orphan Plc (on a stand-alone basis and excluding any impact of the 28 June 2019 combination per notes 1 & 3 below) reflect service fee income for the first six months of 2019 of €5.8m (H1 2018: €7.8m). EBITDA for the period was -€1.5m (H1 2018: €0.2m).

On a reported basis reflecting IFRS accounting rules for reverse acquisitions, service fee income for the first six months of 2019 was €0.0m (H1 2018: €0.0m). EBITDA for the period was -€0.2m (H12018: -€0.5m). Cash and cash equivalents at the end of the period were €5.1m (H12018: €0.6m).

In June, Open Orphan successfully completed a placing, raising GBP£4.5 million. The placing positions the Company to take full advantage of the platform created from the combination of Venn Life Sciences and Open Orphan. The Company has continued to carefully manage its cash reserves and the placing allows the management team, who have a strong track record, to realise the full potential of the enlarged group.

Operational Review

Open Orphan was founded in July 2017 with a strategy and product offering to develop a market leading services platform for pharmaceutical and biotechnology companies seeking to commercialise their products across Europe with a particular focus on drugs treating rare diseases.

The reverse takeover of Venn by Open Orphan was the first step in Open Orphan Services strategy of consolidating the European orphan pharma services business. The orphan drug consulting space in Europe is highly fragmented and consists of many small players scattered across Europe. It is Open Orphan’s plan to acquire a number of these smaller players, consolidating them into the leading orphan drug consultancy services company in Europe. Open Orphan continues to have a pipeline of potential acquisitions and has an ambition to complete an acquisition before the year end.

Venn has historically been loss-making due to its under-utilisation of staff. Post-completion of the reverse takeover on the 28th of June, the Directors have undertaken initiatives to resolve staff under-utilisation and increase operational efficiency. In addition, overheads, including the excessive office space and office facilities, are being  significantly reduced through the leasing of surplus office space through sublets to third parties. Furthermore, the cash burn rate has been significantly reduced through a clear strategic focus on operational efficiencies. The action taken to make Venn more efficient is expected to result in growth and return to profitability in 2020.

Since the reverse takeover, Open Orphan has created two digital data access platforms. The aim of Open Orphan’s digital platforms is to develop, in a low-cost manner, one of Europe’s largest databases of rare disease patients. The first platform compiles details of over 4,000 physicians and KOLs across Europe with a focus on orphan drugs.

The Genomic Health Data Platform has identified and begun establishing a patient health data platform, with a focus on orphan diseases. This is intended to be established in partnership with a number of patient advocacy groups on a revenue share basis to encourage patients with rare and orphan conditions to share their health data. In the second half of the year, it is the ambition of Open Orphan to bring onboard early adopter pharmaceutical companies and early adopter patient advocacy groups to the platform to help the Company source patient genomic data with the Company encouraged by early feedback.

The Open Orphan Virtual Rep platform enables pharmaceutical companies to engage over 4,000 key opinion leaders and physicians across Europe with a focus on orphan drugs. In due course, the platform will enable Open Orphan to promote client services to its extensive list of key opinion leaders and physicians/

In June, we were pleased to appoint Maurice Treacy as an Executive Director of the Company and subsequently Chief Commercial Officer. Maurice was most recently a founder of HiberGen and one of the founders of Genomics Medicine Ireland, which was recently acquired by WuXI NextCODE. Post period end, David Kelly was appointed as an Independent Non-Executive Director. David has extensive orphan drug company experience both in Europe and in the USA. He was Executive Vice President and Managing Director of Ireland at Horizon Therapeutics plc, a biopharmaceutical company listed on Nasdaq and headquartered in Dublin.

As noted in the Admission Document the Company is undertaking an active search for a CFO to join the Board. Post the period end the Company has appointed Leo Toole as Interim CFO. Leo will lead the finance function. The Board expects to make an appointment of a permanent CFO to the Board by the end of the year.

Outlook

We have a clear growth strategy targeting the fast-growing market for orphan drugs. The management team and Board have a strong track record and we are confident in our abilities to generate significant shareholder returns. We look forward to updating our shareholders on the exciting acquisition pipeline, the signing up of early adopter pharmaceutical companies and early adopter patient advocacy groups to the Genomic Health Data platform and our growth in the fragmented orphan drug services market in Europe.

Brendan Buckley

Chairman

25 September 2019

  

Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2019

 

Unaudited

Unaudited

Audited

6 months ended

6 months ended

18 July 2017 to

30 June

30 June

31 December

2019

2018

2018

€’000

€’000

€’000

Continuing operations

Revenue

Administrative expenses

(179)

(451)

(1,611)

Operating (loss)/profit

(179)

(451)

(1,611)

  Depreciation and amortisation

EBITDA before exceptional items

(179)

(451)

(1,611)

Reverse Acquisition Cost

(796)

Finance income

Finance costs

(250)

(12)

(45)

Loss before income tax

(1,225)

(463)

(1,656)

Income tax credit

Loss for the period

(1,225)

(463)

(1,656)

Loss attributable

Owners of the parent

(1,225)

(463)

(1,656)

Loss for the period

(1,225)

(463)

(1,656)

Currency translation differences

Total comprehensive loss for the period

(1,225)

(463)

(1,656)

 

 

 

 

 

 

Earnings per share from continuing operations attributable to the owners of the parent during the period (see note 2)

 

Basic and diluted (loss) per ordinary share

€ Cent

€ Cent

€ Cent

From continuing operations

(1.65)

(219.73)

(785.29)

From (loss) for the year

(1.65)

(219.73)

(785.29)

Consolidated Statement of Financial Position

As at 30 June 2019

 

Unaudited

Unaudited

Audited

As at

As at

As at

30 June

30 June

31 December

2019

2018

2018

€’000

€’000

€’000

Assets

Non-current assets

Property, plant and equipment

266

1

Intangible assets

3,758

Right-of-use leased assets

1,808

Investments

31

Total non-current assets

5,863

1

Current assets

Trade and other receivables

5,669

46

36

Income tax recoverable

10

Assets held for sale

702

Cash and cash equivalents

5,070

583

165

Total current assets

11,451

629

201

Total assets

17,314

629

202

Equity attributable to owners

Share capital

371

Share premium account

18,973

Group re-organisation reserve

(541)

Reverse acquisition reserve

(7,621)

Share Option and Warrant Reserve

238

Other reserve

(34)

Foreign currency reserves

(44)

Retained earnings

(2,881)

(765)

(1,656)

Total equity

8,461

(765)

(1,656)

Liabilities

Non-current liabilities

Lease Liabilities

1,408

Borrowings

1,748

1,215

Total non-current liabilities

3,156

1,215

Current liabilities

Trade and other payables

4,755

179

498

Lease Liabilities

534

Deferred taxation

201

Borrowings

207

1,360

Total current liabilities

5,697

179

1,858

Total liabilities

8,853

1,394

1,858

Total equity and liabilities

17,314

629

202

Consolidated Statement of Cash Flows

For the 6 months ended 30 June 2019

Unaudited

Unaudited

Audited

6 months ended

6 months ended

17 July 2017

 to

30 June

30 June

31 December

2019

2018

2018

€’000

€’000

€’000

Cash Flow from operations

Loss before income tax – continuing operations

(1,225)

(463)

(1,656)

Adjustments:

– Depreciation & Amortisation

– Net finance costs

250

12

45

Changes in working capital

– Trade and other receivables

(22)

(17)

(36)

– Trade and other payables

552

24

497

Cash used in operations

(445)

(444)

(1,150)

Interest paid

(38)

(12)

(45)

Income tax received/(paid)

Net cash (used) in operating activities

(483)

(456)

(1,195)

Cash flow from investing activities

Investment in subsidiary

42

Purchase of property, plant and equipment (PPE)

Interest received

Net cash used in investing activities

42

Cash flow from financing activities

Proceeds from public placing on 28 June 2019

5,025

Issuance of ordinary shares

1,543

Convertible Debentures Issued or converted

(1,010)

1,360

Conversion premium on Convertible Debentures

(212)

Short Term Loan Repaid

(200)

(200)

Short Term Loan received

915

200

Net cash flow from financing activities

5,346

715

1,360

Net increase in cash and cash equivalents

4,905

259

165

Cash and cash equivalents at beginning of period

165

324

Cash and cash equivalents at end of period

5,070

583

165

 

Consolidated Statement of Changes in Shareholders’ Equity

 

 

 

 

Share

capital

 

Share

premium

Re-organisation & reverse acquisition and other

reserves

Foreign Currency reserve

 

Retained

earnings

 

 

Total

€’000

€’000

€’000

€’000

€’000

€’000

At 18 July 2017

Changes in equity for period

ended 31 December 2017

Total loss for the period

(301)

(301)

Total comprehensive loss for

the period

(301)

(301)

Transactions with the owners

Shares /Options issued

At 1 January 2018

(301)

(301)

Changes in equity for 6 months

ended 30 June 2018

Total loss for the period

(463)

(463)

Total comprehensive loss for

the period

(463)

(463)

Transactions with the owners

Shares /Options issued

At 30 June 2018

(764)

(764)

Changes in equity for 6 months

ended 31 December 2018

Total loss for the period

(892)

(892)

Total comprehensive loss for

the period

(892)

(892)

Transactions with the owners

Shares issued

At 31 December 2018

(1,656)

(1,656)

Changes in equity for 6 months

ended 30 June 2019

Total loss for the period

(1,225)

(1,225)

Total comprehensive loss for

the period

(1,225)

(1,225)

Transactions with the owners

Shares issued to Public

90

4,247

4,337

Investment In subsidiary

281

14,726

(7,958)

(44)

7,005

At 30 June 2019

371

18,973

(7,958)

(44)

(2,881)

8,461

 

NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENTS

1.              General information and basis of presentation

 

Open Orphan Plc (formerly Venn Life Sciences Holdings Plc) is a company incorporated in England and Wales. The Company is a public limited company, listed on the AIM market of the London Stock Exchange. The address of the registered office is 2nd floor, Berkeley Square House, Mayfair, W1J 6BD.

The Group’s principal activity is as a European-focused, rare and orphan drug consulting services platform.

Open Orphan Plc (formerly Venn Life Sciences Holdings Plc) completed an IPO on the London AIM Exchange and the Dublin Euronext exchange on 28 June 2019 through a reverse merger of Open Orphan DAC, an Irish Company, into Venn Life Sciences holdings Plc, a UK company.

Based on the accounting standards under IFRS 3 and IFRS 10, the Group has determined that the entity with control of the combined group after the combination is Open Orphan DAC. It was therefore determined that reverse acquisition accounting is to be applied for presentation of the financial statements of the Company. This means that results reported for the period and comparable periods reflect those of Open Orphan DAC while the Balance Sheet reported for the period and comparable periods reflect those of the combined group with share capital reflecting the position of the ultimate parent Company Open Orphan Plc.

For information purposes, a pro forma statement of Comprehensive Income for the period and comparable periods for Open Orphan Plc on a stand-alone basis and excluding any impact of the combination is presented in note 3 to allow a normalized presentation of Comprehensive Income for the existing Group during the period.

The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2018 and which will form the basis of the 2019 financial statements except for a number of new and amended standards which have become effective since the beginning of the previous financial year. In particular, IFRS 16 has been adopted as at 1 January 2019 in accordance with the modified retrospective approach. Right-of-Use assets and lease liabilities have been reflected in the Consolidated Statement of Financial Position.

The financial information presented herein does not constitute full statutory accounts under Section 434 of the Companies Act 2006 and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 December 2018 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The Group’s Independent Auditor’s report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial information for the half years ended 30 June 2019 and 30 June 2018 is unaudited and the twelve months to 31 December 2018 is audited.

2.                            Earnings per share

 

(a)  Basic                                    

Basic earnings per 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.

 

Unaudited

Unaudited

Audited

6 months ended

6 months

ended

17 July 2017 to

30 June

30 June

31 December

2019

€’000

2018

€’000

2018

€’000

 

Loss from continuing operations attributable to equity holders of the Company (€’000)

(1,225)

(463)

(1,656)

Total

(1,225)

(463)

(1,656)

Weighted-average Ordinary Shares in issue

74,413,349

210,902

210,902

Basic and diluted loss per ordinary share (€ cent)

(1.65)

(219.73)

(785.29)

            

(b)  Diluted

 

Due to the losses in the periods the effect of the share options and warrants noted below were considered to be anti-dilutive.

Unaudited

Unaudited

Audited

6 months

ended

6 months ended

17 July 2017 to

30 June

2019

30 June

2018

31 December

2018

Potential dilutive ordinary shares:

Weighted Options

5,324,569

Weighted Warrants

6,234,278

Total

11,558,847

3.         Proforma Statement of Comprehensive Income – Open Orphan Plc (on a stand-alone basis and excluding any impact of the 28 June 2019 combination)

Per note 1, the schedule below reflected normalised Comprehensive Income for Open Orphan Plc (formerly Venn Life Sciences Holdings Plc) as if it were presented on a stand-alone basis and excluded any impact of the 28 June 2019 combination.

Unaudited

Unaudited

Audited

6 months ended

6 months ended

Year ended

30 June

30 June

31 December

2019

2018

2018

€’000

€’000

€’000

Continuing operations

Revenue

5,814

7,780

14,291

Administrative expenses

(8,020)

(8,045)

(16,658)

Operating (loss)

(2,206)

(265)

(2,367)

  Depreciation and amortisation

(702)

(473)

(935)

EBITDA before exceptional items

(1,504)

208

(1,432)

Finance income

10

Finance costs

(167)

Gain/Impairment of Financial Asset Investments

444

(360)

(421)

Share Options and Warrants Reserve

(238)

Impairment of Intangible Assets

(2,232)

Loss before income tax

(2,167)

(625)

(5,010)

Income tax credit

378

33

235

Loss for the period

(1,789)

(592)

(4,775)

Loss attributable

Owners of the parent

(1,789)

(592)

(4,775)

Loss for the period

(1,789)

(592)

(4,775)

Currency translation differences

(3)

(46)

85

Total comprehensive loss for the period

(1,792)

(638)

(4,690)

4.            Dividends

There were no dividends provided or paid during the six months.

5.            Press

A copy of this announcement is available from the Company’s website, being www.openorphan.com.  If you would like to receive a hard copy of the interim report, please contact the Open Orphan Plc offices on +353 1 644 0007 to request a copy.

Open Orphan (ORPH) Co-Founder and CCO talks about his background, provides an overview of the company and its potential on the Vox Markets Podcast

Maurice Treacy, Co-Founder and Chief Commercial Officer of Open Orphan #ORPH talks about his background, provides an overview of the company and its potential.

(Interview starts at 10 minutes)

Quoted Micro 16 September 2019

NEX EXCHANGE

Good Energy (GOOD) continues to refocus on the small business market and services, such as electric vehicle charging. The renewable energy supplier increased revenues from continuing operations by 3% to £63.5m. Higher cost of sales were offset by lower overheads. Pre-tax profit edged up from £2.4m to £2.5m. Disposals helped to reduce net debt to £35.5m. The dividend was increased by 10% to 1.1p a share. There was a surge in feed in tariff (FiT) customers prior to the closure of the scheme earlier this year, but domestic supply customers declined.

IFA consolidator AFH Financial (AFHP) has made two more acquisitions. Twickenham-based Mulberry Independent Financial Advisers will cost up to £5.3m, while AE Garment Independent Financial Services will cost up to £1.9m. There is an initial total cash outflow of £3.3m. Following the deals, AFH has assets under management of £5.6bn.  

World High Life (LIFE) joined NEX on 12 September. The investment company intends to acquire businesses involved in medicinal cannabis and related products, including nutraceuticals and cosmetics. There is enough cash in the company to assess acquisitions and undertake due diligence. Chairman and chief executive David Stadnyk has been involved in the cannabis sector in Canada since 2012 and he helped to develop the regulations for the sector.

Bracken Trading 1.5% preference shares (BRAC) have started trading on NEX. Bracken is involved in lending in the residential property sector and also operates two solar farms. The quotation is expected to provide finance through the placing of additional preference shares. So far £10,000 worth have been issued. Bracken has repurchased ordinary shares valued at £9m. A pre-tax profit of £1.46m was generated in 2018.

Rutherford Health (RUTH) is raising a further £12.5m at 176p a share from LF Woodford Equity Income Fund and Woodford Patient Capital Trust.

EPE Special Opportunities (ESO) increased its NAV by one-fifth to 245.5p a share, helped by a strong recovery in the share price of fully listed-Luceco (LUCE) and that business is continuing to improve its trading.

LED lighting and electrical accessories supplier Luceco increased interim revenues by 10% to £82.7m and gross margin improved from 26% to 35%. That enabled Luceco to return to profit in the period. Underlying pre-tax profit was £6.1m. An interim dividend of 0.6p a share was announced and the dividend payout percentage will be raised from 20% to 25%. There have been manufacturing efficiency improvements in China and UK retail demand has rebounded. The main profit improvement was in the wiring accessories division, but both LED lighting and portable power divisions returned to profit. There has been director share buying following the results.

Kyler Hardy has been appointed as chief executive of Imperial X (IMPP) and Emma Priestley and Kyle Hookey have also joined the board. Hardy has a 12.5% stake and Priestley owns 5.4%. Palace Trading Investments has sold 4,615,000 shares at 2p each, leaving it with 685,000 shares.

Equatorial Mining and Exploration (EM.P) has raised £500,000 at 0.01p a share, which includes £95,000 of shares to pay creditors. Director Michael Staten has converted £82,500 of convertible debt into shares. He subsequently sold 550 million shares at the 0.1p conversion price.

Vi Mining (VIM) says Jilde Zeitlin has stepped down as chairman and he will be replaced as non-executive chairman by David Summer. Allan Rowley will take over as chief executive from Summer and he will remain finance director.

AIM  

Eddie Stobart Logistics (ESL) says that DBAY adviser has made a bid approach. The chief executive left last month after a review of accounting policies. Trading in the shares was suspended at 71p.

Pensions and financial services provider STM Group (STM) reported a decline in interim profit, but there should be a full year improvement from £4m to £4.4m. The Carey acquisition is being integrated and a new brand name will be announced soon. The balance sheet is strong and STM is seeking further UK-based acquisitions.

Cybersecurity consultancy and software company ECSC (ECSC) reported flat interim revenues of £2.6m because growth in managed services was offset by lower consultancy income. The loss was lower and ECSC could move into profit in the second half even though revenue forecasts have been trimmed. Consultancy revenues are growing again.  

Filta (FLTA) is continuing to integrate the Watbio grease management services acquisition. The benefits are beginning to show through, but not as fast as hoped. The core fryer management services franchise business continues to prosper. There was a dip in interim profit and full year profit could be flat this year. Even so, the interim dividend was raised 39% to 1p a share.  A jump to £3.1m is forecast for 2020 as the full benefits of the Watbio acquisition come through.

Property finance provider Urban Exposure (UEX) had a solid first half but the second half is always stronger. Deals in legal due diligence should mean that more than £700m of loans will be provided this year. The main uncertainty is timing. Loan to value is around 45%. There is 29p a share of cash in the balance sheet and loans worth 53p a share. Even excluding intangibles, NAV is 85p a share.

Credit hire and legal services both grew strongly in the first half for Anexo (ANX) although the start-up costs of the new Bolton office reduced the profit contribution from legal services. It will take time for the new fee earners to get up to speed. Anexo is still on course to improve full year pre-tax profit from £16.1m to £23m.

MAIN MARKET

Haynes Publishing (HYNS) increased revenues by 7% to £36.2m in the year to May 2019. Pre-tax profit improved from £2.9m to £3.5m. Net cash almost doubled to £4.9m and the dividend is maintained at 7.5p a share. Digital and technical data generates the majority of revenues. First quarter revenues are 9% ahead.  

Icon Labs (ICON) has acquired the IP of Gay Star News, which runs a website focused on LBGTI news and events and it is number three in the market. The media business paid £1 to a company owned by Iconic Labs director David Sefton, who bought the asset after the previous owner went into liquidation. There is a further £33,000 payable to the liquidator, though. A management services agreement has been agreed with Medium Channel Marketing along with a £150,000 loan and in return Iconic has been issued a 24% stake in the company. The agreement will generate fees of at least £25,000 a month. MCM is acquiring student-focused publisher Tab Media. European High Growth Opportunities took advantage of the good news to reduce its stake from 5.79% to 4.29%.

Tex Holdings (TXH) wants shareholder approval to move from the premium list to the standard list. This means that it will no longer be eligible for the FTSE Fledgling index. A company associated with director ARR Burrows will provide Tex with up to £7m of loan facilities after the company failed to find an alternative funder to replace its overdraft facility.

OTHER MARKETS 

Fashion On Screen has agreed a $55m loan facility with The Ambient Partnership Group that will help to finance its films and on acquisitions. The facility can be drawn down over The Vienna Stock Exchange-listed film company raised £100,000 when it floated and has also received an investment from Twickenham Studios. Some of the finance will be used to film REVolution, a film based on the kidnapping of racing driver Juan Fangio in Cuba before the 1958 Cuban Grand Prix. Pre-production is set to begin, and the film could be completed in time for a cinema release in 2020.

Andrew Hore 

The Appliance of Life Science Looks Exciting for this On-the-Nose Medical Explorer.

by Malcolm Stacey

Hello, Share Troopers. Previously, I’ve written on the huge potential of life science companies which explore antibodies and antibody substitutes in the fight against serious conditions like cancer. Allow me to put another such firm before you. Tiziana Life Sciences plc (TILS) is biotechnology outfit which uses antibodies to find new treatments for inflammatory diseases and cancers.

The company has just announced good news which sent the share price alight this week. The company has demonstrated that antibodies administered through the nose show promising results. The antibody, called Foralumab proved itself to be well tolerated in all sizes of dose.

I’m thick so can’t undertones the words from the company, but you may fare better. So here they are. ‘Importantly, the treatment showed significant positive effects on the biomarkers for activation of mucosal immunity, which is capable of inducing site-targeted immunomodulation to elicit anti-inflammatory effects.’ So now you know.

Apparently, this new data is consistent with the findings of numerous pre-clinical studies. This latest project was conducted at Harvard Medical School in the USA. A pretty prestigious venue, wouldn’t you agree? Nearly 30 volunteers took part. Examination of the patients showed positive immune effects.

The hope is that Foralumab might in the future be used to treat neurodegenerative diseases, including multiple sclerosis. There is now much more incentive to push on with further studies. So there is more work to be done before we reach the licensing stage. Nevertheless, the firm is pretty excited by the results. And so is the city as the share price rose by a third on the news. And when the penny drops that jolly trend could continue.

As usual with medical pioneers, investors take the risk of treatments always under strict scrutiny to fall at the last fence. And there’s rarely any dividend paid. But the rewards, especially for the treatment of serious conditions can be immense, both financially and in terms of moral satisfaction.

And now let’s celebrate the company’s success in the Punter’s Return.

View the article on ShareProphets website here

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