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Andrew Hore – Quoted Micro 27 January 2020

NEX EXCHANGE

Results from IFA group AFH Financial (AFHP) indicate the success of the acquisition policy. In the year to October 2019, underlying pre-tax profit improved from £10.3m to £17m and earnings per share rose by more than two-fifths. The dividend was one-third higher at 8p a share. Assets under management were £6.2bn. AFH plans to grow to annual revenues of £140m and assets under management of £10bn in five years. Cash generated from operations was held back by the protection division predominantly generating non-indemnity business, where the payment is spread over the term of the package. Non-indemnity business will reduce in order to have a higher proportion of revenues that gets paid upfront. Cash generation will improve, and this will mainly go on deferred consideration.

Corporate adviser First Sentinel (FSEN) has raised £220,000 at 27p a share in order to provide working capital for the business. That was a small discount to the market price the day before the placing was announced, but the price fell to 19p/22p on the day. On the day, there were 25,000 shares traded at 20p each and 186,370 shares traded at 20.09p each.

NQ Minerals (NQMI) has appointed New York-based Ortoli Rosenstadt as the law firm to help it with a potential ADR listing in the US.

Broadband-focused shell SAPO (SAPO) has announced the death of its executive chairman Michael Meyer, who was the founder of Emess Lighting. He and his wife own 43.4% of SAPO. Michael Langoulant is the only remaining director of SAPO.

Eight Capital Partners (ECP) has placed an additional €90,000 of 7% July 2022 bonds, which are traded on the Vienna Stock Exchange. A total of €3.64m of bonds have been issued, which is 73% of the total that can be issued.

BWA Group (BWAP) has issued 3.26 million shares at 0.5p each to settle directors’ fees for the fourth quarter of 2019. The current share price is 0.2p/0.4p. Richard Battersby’s stake is 16%, Alex Borelli holds 9.48% and James Butterfield owns 15.8%.

Juliet Adelstein will become chief executive of Ganapati (GANP) on 1 February. She previously worked at Japanese advertising agency Dentsu. Hiroki Hasegawa and Toshitaka Nakajima are stepping down as chief executive and finance director respectively.

Via Developments (VIA1) 7% debenture stock 2020 has been withdrawn from MEX. Trading was suspended on 21 October 2019 because of a delay in appointing an independent non-executive director.

Former NEX-quoted company MESH Holdings still plans to acquire AI business Sentiance and Mike Power has taken over as chairman. MESH has also appointed two new directors. Corporate finance professional Lindsay Mair and Ireland-based former broker Rory O’Sullivan.

AIM

Last year was a tough one for agriculture and feed products supplier Wynnstay (WYN) and pre-tax profit fell from £9.5m to £7.9m, but the dividend was still raised. Profit is expected to be flat this year. There was net cash of £3.8m at the end of the year, as lower commodity prices reduced working capital requirements, but there will be £7m of lease liabilities included as debt in the next balance sheet. Seasonality means that there will be a net debt figure at the interim stage and the leases mean it will be much higher than it would have been. Net cash could still be £6m by the end of next October.

Concrete levelling equipment Somero Enterprises (SOM) had a better than expected fourth quarter and this led to an upgraded 2019 earnings forecast from 33.7 cents a share to 36.5 cents a share. That is still lower than 2018 and a further dip is expected in 2020 due to higher marketing spend. The expected total dividend for 2019 is 24.6 cents a share.

United Oil and Gas (UOG) says that the ASH-2 well that is part of the interests being acquired in Egypt has been producing more than 3,000 barrels of oil per day since the beginning of the year. United’s share is 660 barrels of oil per day. The acquisition of the Egypt interest from Rockhopper Exploration (RKH) will not be completed until February.

Nostra Terra Oil and Gas (NTOG) says a general meeting requisition is valid and it will announce a date for the meeting by next week. Eridge Capital wants to remove Matt Lofgran from the board and replace him with Andrew Morrison.

Regenerative medical products developer Tissue Regenix (TRX) says that revenues grew 12% last year, but the cash will not last much longer. There was £2.4m at the end of 2019 and this will last until the end of April. More funding will be required before then.

Peel Hunt has halved its dividend forecast for construction services provider Van Elle (VANL) to 1p a share, although it has maintained its 2019-20 pre-tax profit forecast at £4m. The interim dividend was cut by four-fifths to 0.2p a share. A sharp drop in interim profit means that two-thirds of the forecast needs to be made in the second half. Net debt was £10.4m at the end of October 2019.

IPTV technology company Mirada (MIRA) has completed the cancelation of the share premium account.

Gear4Music (G4M) had strong Christmas trading and gross margins improved. Revenues grew by 7% to the end of 2019 and gross profit was 18% ahead. Earnings of 3.9p a share are forecast for the 2019-20 financial year.

Agronomics (ANIC) has raised a further £5.5m at 7p a share. That is a one-third discount to the market price. At the end of last year £7.7m was raised at 5.5p a share. Agronomics has invested some of the cash it previously raised in cultivated meat businesses developing meat and fish that is produced without animals, but It will have £9.9m in the bank after the cash raising.

Cyber security software provider Kape Technologies (KAPE) generated slightly better 2019 margins than anticipated. EBITDA grew by 40% to $14.5m in 2019 and it will more than double this year.

Touchstone Exploration Inc (TXP) believes that the best possible outcome was achieved from the initial production tests of the Cascadura well in Trinidad, which appears to have oil and associated gas. The Coho-1 well should be in production by June.

Trinidad-based oil and gas producer Trinity Exploration and Production (TRIN) increased production by 5% in 2019 and exited the year with daily production of 3,400 barrels. The current forecast for 2020 is 3,260 barrels per day. There was cash of $13.8m at the end of 2019.

Fuel cells developer Proton Motor Power Systems (PPS) has received a €400,00 order from E-Trucks Europe for fuel cells for refuse collection trucks. They will be delivered by the end of 2020.

MAIN MARKET

Standard list shell Spinnaker Opportunities (SOP) still intends to acquire medicinal cannabis company Kanabo Research but there are still conditions to be satisfied. The deal was announced 11 months ago.

Contango Holdings (CGO) is another cash shell and it has been in the process of acquiring the Lubu coal project since April. A £1.4m placing at 5p a share puts Contango in a position to publish a circular for the acquisition.

Tex Holdings (TXH) says it has a record order book. It is responding to matters raised by the FCA and trading in the shares remains suspended. Trading was suspended nine months ago and it has reported its late annual figures, although there still appear to be doubts about the financial state of the company. The overdraft has been repaid.

Andrew Hore

Andrew Hore – Quoted Micro 20 January 2020

NEX EXCHANGE

NQ Minerals (NQMI) generated gross revenues of A$15.5m and gross profit of A$7.4m from Hellyer gold mine in the fourth quarter. Full year revenues were A$53.9m and operating profit was A$12.2m. The profit grew steadily quarter by quarter. NQ has raised £311,000 at 7p a share. In December, £300,000 was raised at 6.5p a share.

Clean Invest Africa (CIA) says that is subsidiary Coaltech has signed a memorandum of understanding with the Uzbekistan ministry of innovation and development and Uzbekistan Railway. The coal fines project could have an initial value of $16m. A plant would be built to process coal fines into coal pellets. Coal mining is an important industry in Uzbekistan. There will be feasibility studies and the development of a business plan. This deal comes via the joint venture with Creon Investments, which is focused on Russia and former Soviet Union countries.

Ganapati (GANP) says that its Malta-based subsidiary has signed a two-year endorsement agreement with Welljam, which owns the rights to Usain Bolt’s services and image rights. Ganapati has is launching the first official Usain Bolt online slot game when the Tokyo Olympics are held during the summer. Usain Bolt will be attending the ICE London iGaming event in February. There are initial licence payments for image rights during the development of the slot game and a share of future revenues.

Ananda Developments (ANA) says that its investee company iCAN Israel-Cannabis has raised money via a convertible that places a pre-money valuation of $20m on the company. Ananda invested $200,000 in a convertible loan in August 2018 and $100,000 of the loan has been converted into 120 shares worth $200,000 at the latest valuation. DJT Plants, which is 50%-owned by Ananda, has received planning permission for the construction of a facility for cannabis plant breeding and propagation.

Property investor Ace Liberty and Stone (ALSP) reported a dip in pre-tax profit from £334,000 to £306,000 in the six months to October 2019. The NAV improved from £21.2m to £21.9m over the six month period, even though £349,000 was paid in dividends.

Imperial X (IMPP) has switched its investing strategy back from medicinal cannabis to energy-related businesses. The focus is building a royalty stream from oil and gas interests.

Mark Leigh is taking over from Claire Spencer as finance director of Newbury Racecourse (NYR).

Broadband-focused shell SAPO (SAPO) has raised £27,500 at 2.75p a share.

Diverse Income Trust has reduced its stake in TechFinancials (TECH) to below 3%.

AIM

Lawyer Gateley (GTLY) generated organic growth of 10.5% in the first half and it is on course to meet analyst expectations for the full year. The main first half growth was in the corporate and pensions businesses. The most recent acquisition will take annualised non-legal revenues to 12% of the group total. A full year pre-tax profit of £21.3m is forecast.

Regional legal business Knights Group (KGH) increased interim revenues by one-third to £32m through a combination of acquired and organic growth. Underlying earnings were 9% ahead at 5.95p a share. Net debt was £17.1m at the end of October 2019. The interim dividend was raised by 83% to 1.1p a share, although Knights was not quoted for all the comparative period. Two Birmingham-based firms have been acquired since the period end.

Legal firm Ince Group (INCE) raised £12m at 45p a share. The share price has more than halved since the beginning of the year. The January 2019 placing was at 140p a share. There are plans to raise £2m by a one-for-8.398 open offer and £2m via an offer to staff. The cash will enable the working capital facility to be reduced and finance investment in building up staff numbers. Net debt was £10.4m at the end of September 2019.

Pharmaceutical services provider Ergomed (ERGO) has acquired Ashfield Pharmacovigilance Inc for $10m and this will be earnings enhancing in 2020. The deal boosts Ergomed’s position in pharmacovigilance services and gives it a stronger position in the US. Ashfield has annual revenues of $11.6m and contracted future revenues of $9.8m.

Dekel Agri-Vision (DKL) has established a 50/50 renewable energy joint venture with Green Enesys that will operate a 36MW hybrid power (solar and biomass) project in Ivory Coast. This should reduce costs at the palm oil project in Ayenouan. There could be other potential power projects in the region. Dekel is benefiting from the recovery in the crude palm oil price. It produced 37,649 tonnes of crude palm oil in 2019, even though poor weather led to disappointing fourth quarter production. Later this year processing of cashew nuts should commence.

Biopesticides developer Eden Research (EDEN) generated revenues of £2m in 2019, down from £2.8m, and an operating loss of £1.4m. Product revenues grew even though the summer weather restricted usage of Botrytis.

Lettings agency The Property Franchise Group (TPFG) is setting up a financial services division. Acquisitions are planned and the first is a 72.25% stake in Auxilium Partnership, which is the business of newly appointed financial services director Mark Graves. This has been a source of growth for rival Belvoir (BLV).

D4T4 Solutions (D4T4) has confirmed that its second half trading is much stronger than the first half thanks to the contracts won by the Celebrus data analysis software business. The financials sector has been a productive customer base for Celebrus. D4T4 is increasingly winning SaaS business and this could hold back short-term growth, which could lead to the trimming of 2019-20 forecasts.

Instem (INS) continues to increase its recurring revenues. The pharma software company generated organic revenues growth of 12% in 2019. Pre-tax profit is expected to be £3.3m. Net cash was £5.9m. A jump in profit to £4.7m is forecast for 2020.

Estate agency Winkworth (WINK) says 2019 profit was modestly ahead of expectations and a total dividend of 7.8p a share is proposed, which is higher than forecast.

Telit Communications (TCM) did better than expected in 2019 and excluding the former automotive activities revenues grew by 8%. The internet of things technology developer is forecast to make a 2020 pre-tax profit of £20.1m.

Pharma data analytics firm Diaceutics (DXRX) generated more cash tan expected last year and made a small profit. Thee was cash of £11.7m at the end of 2019. The 2020 pre-tax profit could be £800,000.

Barkby Group (BARK) has exchanged contracts on a development site in Huntingdon, which has a gross development value of £10.7m.

Risk management software developer KRM22 (KRM) says 2019 revenues were slightly lower than expected at £4m. Delayed contracts are expected to be signed soon.

Telematics firm Quartix (QTX) managed to maintain revenues at £25.6m in 2019 and a small increase is expected in 2020. The mix of revenues has changed with fleet generating 80%, up from 73%, thanks to growth in the US and France. Insurance revenues fell as expected as low margin business was shed. Pre-tax profit is still expected to decline from £8.2m to £6.6m in 2019, with a further fall to £6.3m forecast for 2020. The dividend is expected to be reduced from 12.4p a share to 12.1p a share, although it will not be fully covered by earnings.

Base Resources (BSE) has increased production guidance for the Kwale mine with midpoints of 78,000t for rutile, 345,000t for ilmenite and 30,500t for zircon. There is a lack of supply of rutile and ilmenite, so this is good news. This should provide a strong boost to profit.

Pressure Technologies (PRES) has been fined £700,000 and will have to pay prosecution costs of £169,000 following the guilty verdict relating to a fatal accident at one of its sites in 2015. The first instalment of £215,000 is due in April with a further six equal instalments payable every six months between July 2020 and January 2023.

Oil and gas explorer and producer Empyrean Energy (EME) is raising £420,000 at 9p a share and chief executive Tom Kelly has contributed £200,000 of that cash. The placing was at a 9% premium to the market price. The cash will be spent on drilling offshore of Indonesia. There is a potential resource upgrade for the Mako gas discovery in Indonesia.

Mereo BioPharma (MPH) says that there have been positive results from the phase 2b study of Setrusumab in adults with osteogenesis imperfecta. They show that it is helping to build bone. A study with children is planned. A meeting with the FDA is due in the coming weeks. Earlier this year, Mereo signed a licence agreement for the use of Navicixizumab in ovarian cancer with Oncologie Inc. An upfront payment of $4m is due.

Nutrition provider Science in Sport (SIS) expects to report 2019 sales of £50.5m with underlying growth of nearly one-quarter. The fastest growth is outside of the UK. River and Mercantile has taken a 5.5% stake.

MAIN MARKET

Shareholders in AIM-quoted Anglo African Oil and Gas (AAOG) have agreed to the sale of 80% of its Congo subsidiary to Zenith Energy (ZEN) and it is waiting for government approval. There is a put and call option over the other 20%. If the call option is exercised Zenith will pay £1m in shares. If the production at the Tilapia oilfield averages at least 4,000 barrels of oil per day for 30 consecutive days, the put option can be exercised and Zenith would pay £2.5m in shares.

Endeavour Mining Corporation has ended its merger discussions with gold miner Centamin (CEY) blaming a lack of information. Endeavour still believes that a combination would be positive. Centamin is raising its final dividend to 6 cents a share, taking the 2019 total to 10 cents a share, up from 5.5 cents a share. Net cash was $348m at the end of 2019. The higher gold price will further boost cash generation. A new chief executive still has to be appointed.

Standard list cash shell Trident Resources (TRR) has £3.29m in cash at the end of October 2019, which is similar to NAV. Management is assessing a few mining project acquisition opportunities.

Stevia sweeteners producer PureCircle Ltd (PURE) says that shareholders owning more than 10% of the share capital have put forward three proposed directors to be voted on at the AGM on 10 February. The company is happy for Sridhar Krishnan, Lai Hock Meng, a former PureCircle director, and Oliver Maes, who was previously a PureCircle director, to be appointed to the board.

Books publisher Quarto (QRT) is raising £13.9m at 68p each. The open offer is underwritten and it will help to reduce the debt burden.

Menswear retailer and hirer Moss Bros (MOSB) Total sales were 3% lower in the 24 weeks to 11 January, but gross margin improved. Hire revenues fell by 17.7%. Cash is £12m.

OTHER MARKETS

Pallets manufacturer RM2 International (RM2) intends to move from AIM to matched bargains market Asset Match (www.assetmatch.com).

Andrew Hore

Open Orphan #ORPH – hVIVO merger offer now wholly unconditional

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF ANY SUCH JURISDICTION

17 January 2020

Recommended All Equity Offer for

HVIVO PLC (“HVIVO”)

to merge with

OPEN ORPHAN PLC (“OPEN ORPHAN”)

 Offer Wholly Unconditional

Introduction

On 9 December 2019, the boards of Open Orphan and hVIVO announced that they had reached agreement on the terms of a recommended all-equity offer for the entire issued and to be issued share capital of hVIVO (the “Offer”). Under the terms of the Offer, hVIVO Shareholders will be entitled to receive 2.47 New Open Orphan Shares for every one hVIVO Share. The Offer represents a value of approximately 15.56 pence per hVIVO Share and a premium of 33.8 per cent. based upon the hVIVO Closing Price on 6 December 2019, being the last practicable date prior to announcement of the Offer, valuing hVIVO at approximately £12.96 million.

On 31 December 2019, Open Orphan announced that the Offer had been declared unconditional as to acceptances and on 14 January 2020 announced that it had received acceptances in respect of 77,348,100 hVIVO Shares, representing approximately 92.5 per cent. of the issued ordinary share capital of hVIVO.

Offer Wholly Unconditional

Open Orphan announces that it has decided, in accordance with the Offer Document, to waive the outstanding conditions under the Offer. Accordingly, there are no further conditions to be satisfied and the Offer is now unconditional in all respects.

Admission of the Enlarged Share Capital

Application has been made for the admission of the Consideration Shares and the Existing Ordinary Shares, being 445,622,374 Ordinary Shares to trading on AIM and Euronext Growth, which is expected to become effective and dealings commence at 8.00 a.m. on 20 January 2020.

Compulsory acquisition

Open Orphan intends to shortly exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to compulsorily acquire the remaining hVIVO Shares. The compulsory acquisition will be settled on the same terms as the Offer and hVIVO Shareholders will be entitled to receive 2.47 Open Orphan Shares for every 1 hVIVO Share.

In exercising such rights in respect of hVIVO Shares held by hVIVO Shareholders in, or with a registered address in, a Restricted Jurisdiction, Open Orphan may elect to arrange for such hVIVO Shares to be sold on behalf of the relevant hVIVO Shareholder and the proceeds (less the costs and expenses of such sale) remitted to such hVIVO Shareholder.

Enquiries:

Open Orphan plc

Cathal Friel, Chief Executive Officer

+353 (0)1 644 0007

Arden Partners plc (Nominated Adviser and Joint Broker)

John Llewellyn-Lloyd / Ben Cryer

+44 (0)20 7614 5900

JE Davy (Euronext Adviser and Joint Broker)

Anthony Farrell

Tiziana Life Science (Nasdaq: TLSA / AIM: TILS) – Proposed Cancellation from AIM

New York/London, 13 January 2020 – Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS), a biotechnology company focusing on the discovery and development of innovative therapeutics for inflammation and oncology indications, announces that it has appointed advisers in relation to an intended redomicile of the Company to Bermuda which is anticipated to occur by Q2-2020, as a consequence of the redomicile the Company will not be seeking to re-admit its ordinary shares on AIM and will therefore seek shareholder consent for its shares to be cancelled from AIM when the redomicile occurs.  A further announcement will be made in due course.

Furthermore, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq.

The Company is today attending the J.P. Morgan Healthcare Conference in San Francisco, a copy of the investor presentation that is being used by the Company is available for download from its website at www.tizianalifesciences.com.

About Tiziana Life Sciences

Tiziana is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. In addition to milciclib, the Company is also developing Foralumab for liver diseases. Foralumab is the only fully human anti-CD3 mAbs in clinical development in the world. This compound has potential application in a wide range of autoimmune and inflammatory diseases, such as crohn’s disease (CD), nonalcoholic steatohepatitis (NASH), primary biliary cholangitis (PBS), ulcerative colitis, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.

For more information go to http://www.tizianalifesciences.com

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for the release of this announcement on behalf of the Company was Kunwar Shailubhai, CEO of Tiziana.

 

Contacts:

Tiziana Life Sciences plc

Gabriele Cerrone, Chairman and founder                                    +44 (0)20 7495 2379

 

Cairn Financial Advisers LLP (Nominated adviser)                   +44 (0)20 7213 0883

Liam Murray / Jo Turner

 

Shore Capital (Broker)                                                                +44 (0)20 7408 4050

Antonio Bossi / Fiona Conroy

Andrew Hore – Quoted Micro 13 January 2020

NEX EXCHANGE

NQ Minerals (NQMI) says that in 2019 the Hellyer mine in Tasmania produced 24,980 tonnes of lead concentrate, 15,646 tonnes of zinc concentrate and 77,853 tonnes of pyrite concentrate. Metal recovery has improved with average lead recoveries of more than 50%. The focus will be on generating lead revenues. Additional high-grade underground resources have been acquired from Bass Metals, which was subleasing the area. The purchase includes 1.175 million tonnes of underground JORC resources.

Inqo Investments Ltd (INQO) is investing natural insecticide developer Kentegra Biotechnology. The Kenya-based company produces pyrethrum, a natural ingredient from the chrysanthemum flower for use in the home, agricultural and pharma markets. There is a shortage of supply of pyrethrum, which can only be produced in a limited number of places around the globe. There is a move away from synthetic versions of the ingredient.

Panther Metals (PALM) has completed its move to the standard list.

Black Sea Property (BSP) has raised €4.79m via a placing at 1.1 cents a share. The cash will be used for property investments. Mamferay Holdings, which is owned by majority shareholder Phoenix Capital Holdings, is swapping €1.4m of debt for shares at the same price.

Equatorial Mining and Exploration has changed its name to Eastinco Mining and Exploration (EM .P).

Wishbone Gold (WSBN) says that the 100p-for-one share consolidation will take effect on 21 January.

EPE Special Opportunities Ltd (ESO) reported a NAV of 273.9p a share for the end of 2019.

AIM

Packaging equipment supplier Mpac (MPAC) says that the 2019 profit is going to be much better than expected. The pension deficit should be eliminated by 2024.

Ultrasound simulation equipment developer Intelligent Ultrasound (MED) expects its 2019 revenues to grow to between £5.7m and £5.9m. There will be a slightly higher loss due to higher development spending. There was £7.3m in the bank at the end of 2019. The agreement signed with FUJIFILM SonoSite Inc will help sales this year in the training market.

Shield Therapeutics (STX) has licenced its Ferracru/ Accrufer iron deficiency treatment to Beijing Aosaikang Pharmaceutical for an upfront payment of $11.4m. This means that there should be net cash of £7.5m at the end of 2020. A further $11.4m payment is due when the treatment gains approval in China, following a clinical trial funded by the licensee, possibly in 2023. There could be further milestone payments of up to $40m depending on sales. Ongoing royalties on sales will be 10% or 15%,

Biopesticide products developer Eden Research (EDEN) says that its three EU-registered active ingredients have been approved for use in organic farming. A one-year exclusive agreement with Corteva Agriscience, will give the company time to evaluate Eden’s Sustaine encapsulation technology for use with seeds. Coreva could be granted exclusive distribution rights in the EU, Turkey, Russia and Ukraine.

Accrol Group (ACRL) management believes it has turned the fortunes of the toilet paper manufacturer around. Even so, it still lost £3m in the six months to October 2019. Net debt was £24.8m and this could fall to £20m by the end of April.

Telecoms services provider Maintel (MAI) has warned that public sector contracts continue to be delayed. finnCap has cut its 2019 pre-tax profit forecast from £10.4m to £8.1m, while the 2020 estimate has been reduced by one-quarter to £8.8m.

Software company CloudBuy (CBUY) wants to leave AIM and it expects to save £100,000 a year in overheads. Lyn and Ronald Duncan subsequently sold 11.1 million shares at 0.414p each. The share price has fallen but it is still 0.6p.

Promotional products software supplier Altitude Group (ALT) has signed a strategic alliance with the Advertising Speciality Institute, which will use its software platform.

Surface Transforms (SCE) expects more contract announcements with OEMs this year. In the seven months to December 2019, revenues were £1.45m, nearly treble the same period in the previous year, but lower than expected due to delays. The new financial year end is March. There was £768,000 in the bank at the end of 2019 and a further £425,000 has already been received.

Asimilar Group (ASLR) has raised £6.8m at 40p each. This will be received in two tranches. Formerly known as YOLO, the company will invest the cash big data, machine learning, telematics and internet of things businesses.

MAIN MARKET

Avation (AVAP) has started a strategic review, which could include the sale of the aircraft leasing business. Avation has 49 aircraft with an average fleet age of 3.7 years. It has also purchased a spare engine that can be leased.

InnovaDerma (IDP) grew interim revenues by 28% to £5m. This represents a slowdown in growth in the later part of the period and is slightly lower than expected. Skinny Tan was responsible for most of the growth. The second half will benefit from the launch of new skincare products in Superdrug.

Pembridge Resources (PERE) says its Minto Explorations business has received a $5.4m payment for copper concentrate produced during December. The Minto mine produced 2,247dmt of copper concentrate in the fourth quarter 2019.

BATM Advanced Communications (BVC) says that its molecular diagnostics business Ador Diagnostics has received its first commercial order from an Italian customer for meningitis testing.

Andrew Hore

Ken Baksh – Quarterly Investment Report Q1 2020

Investment Strategy /Asset Allocation-First Quarter 2020

Any reference to benchmark should be tailored to individual client preference. These could, for instance, be

1) Absolute return based.

2) Cash/ LIBOR/SONIA, or equivalent, based (0.70%).

3) Inflation based. (UK CPI 1.5% November).

4) Index based (FTSE 100, FTSE All-Share, MSCI, S&P etc.).

5) Peer group based (Private client index, Morningstar, IMA category etc.).

6)Theme based e.g. ESG.

7)Bespoke list…e.g. list of other funds held/monitored/local competitors.

8)Factor based.

The above list is not exhaustive.

Furthermore, it may be appropriate to apply differing benchmarks to differing risk categories, and or adopt internal and external benchmarks.

Further macro details and individual investment ideas, model portfolios for varying benchmarks and risk profiles are available on request. These can be in direct, OEIC, investment trust or ETF form or a combination. As ever, portfolio construction should take full account of risk, return and degree of asset correlation appropriate to the individual client. Other client assets/liabilities should also be considered.

Cash –Neutral, Higher than normal.

Where appropriate, diversify some sterling cash into major overseas currencies, especially after considering the ongoing BREXIT process. The US dollar should certainly feature amongst the alternative currencies.

UK Equities-Neutral/small overweight

Economy

After reporting 1.4% GDP growth for 2017, and a similar figure for 2018, growth in 2019 is also expected to be anaemic, with risks to the downside, at the time of writing. Most recent data showed third quarter GDP, showing a mere 0.3% expansion (1.0% annualised), the lowest annual rate of growth since 2010.More recent October and November PMI and retail sales data showed weaker than expected fourth quarter development, and BRC figures, released on 8th January 2009,show the value of retail sales falling 0.1% in 2019,the worst annual figure since 1995.. Well publicised reasons include a more uncertain domestic consumer environment, weaker business investment, slowing global trends and political uncertainty, all interrelated. There is no doubt that the “BREXIT” has and will continue to affect many areas of the economy in different ways. One relatively brighter area has been the relatively low unemployment situation (3.8% unemployment rate announced December 17th), although poor productivity remains a problem and the “quality” of the employment is open to debate.

The residential housing market is continuing to show slower year on year growth, especially in London and the South East, where many properties are now showing negative year on year price comparisons. The lower volume of activity and increased time to completion have been all too evident in the recent sector profit warnings and cautious guidance from estate agents, house builders, domestic construction companies. Commercial property has also been very sluggish, especially in the area of retail (see more detail below).

Forecasts for 2019 GDP growth span a range of 0.5% to 2.0% with an average of 1.4% (30 forecasts), with most forecaster agreeing that in the unlikely event of UK crashing out of the EU in 2020 (no or very hard deal), the country could experience a sizeable recession. It is highly likely that quarterly GDP figures will be heavily distorted by Brexit related factors.

At the mid-March “mini-budget” speech Chancellor Hammond also guided GDP forecasts towards about 1.5% and re-iterated caution over relaxing the fiscal stance despite the budget improvement referred to above. Hammond’s successor Sajid Javid, in the autumn Budget speech, laid out a more expansionary stance, no doubt strongly politically influenced! Recent poor monthly budget figures, to an extent Brexit related, surprised a few economists. A new Budget is expected on 11th March,2020

Inflation, currently 1.5% (November 2019), by the widely used CPI measure, appears to have stabilised and forecasts of around 2.4% over the next three years were made by the Bank of England, assuming an orderly Brexit departure.RPI,currently still used for a number of indexation purposes is currently running at 2.2% year on year.

The Monetary Policy Committee is currently leaning towards a more dovish mode, though wage growth and sterling could apply upward pressure to the inflation rate even though other Brexit related issues and the global interest rate trend point towards stable or lower rates.

The Conservatives decisively won the December 12th election, and it seems highly like that the Withdrawal Bill will pass, and that the country will leave Europe on January 31st, 2020.The long process of re-negotiating a trade deal, product by product, along with other issues such as financial services, fisheries etc will then begin.

Market

On a valuation basis, the UK equity market remains at a relatively “cheap level”, compared to its history and significant underperformance, versus world equities, since the Brexit vote in June 2016 continued right until the last quarter of2019. Corporate profits however, especially amongst the more international companies have continued to grow, as have dividends. The prospective PE multiple for 2020 is about 12.6 falling to an estimated 11.9 in 2021, with a dividend yield of 4.81%. (Source Morgan Stanley, December 2019). However, two notes of caution. The “E” of the PE ratio, at the time of writing, is subject to more than usual variation as company earnings are likely to be adjusted, both ways, following the BREXIT effect and related uncertainties. Income seekers should also pay extra attention to sustainability/growth potential rather than just absolute levels of dividends. Profit warnings are running at a much higher level (see recent EY note) and dividend reductions/cancellations are increasing.

On a technical market note it should be re-emphasised that the FTSE 100 has a relatively large oil/mining weighting and that approx 2/3 of the FTSE earnings derive from overseas. The table below summarises the main differences between the three main UK indices. FTSE 100 FTSE 250 FT All-Share
Financial 19.9 32.1 26.2
Consumer(goods and services) 22.4 18.1 25.9
Energy 14.9 12.2
Health 10.9 3 9.5
Materials 10.6 3.8 7.5
Industrial 10 18.4 12.1
Telco and Tech 5.3 8.7 3.8
Utilities and Property 4.5 13 2.8

Source: i-share,Lyxor.January 7th,2020.Leading sectors only

In a Morgan Stanley research note, it was estimated that 41%, 26% and 18% of FTSE 100 company sales were derived in Developed Europe, Asia-Pacific and North America respectively. The corresponding figures for the FTSE 250 were 67%, 10% and 14

At the time of writing I would recommend overweighting banks/insurance and rebuilding positions in utilities, telecoms, infrastructure etc following the decisive election result. Selectively some retail and property names may start to outperform. I would slowly rebalance towards more selective mid cap /small cap exposure after the recent outperformance of the larger more international FTSE 100 names.

These factors emphasise the need to be flexible and frequently check positioning on a see-through basis. This will be especially important as the BREXIT discussion moves from Withdrawal Bill to step-by-step trade renegotiation.

Overseas EquitiesNeutral

Expect increased currency volatility to continue during 2020

Japan- overweight

US- underweight

Europe ex UK- small overweight

Other –neutral

Economic

The global recovery is set to continue into 2020, although growth estimates have been reduced in recent quarters. As recently as October 3rd, PMI data for consumption and services for UK, USA and Germany all underperformed economist estimates with the latter two falling into contraction territory.

In July the IMF predicted the world economy would grow by 3.2% this year, significantly slower than its estimates at the start of 2019.While the Fund currently sees a rebound to 3.5% in 2020,it has warned that such a recovery was “precarious” since it was premised on stabilisation in emerging markets and progress on resolving trade disputes. More recently, on September 19th the OECD produced revised figures projecting world GDP growth of 2.9%, the weakest performance since the 2008-09 financial crisis.Finally,in January 2020,the World Bank produced a more gloomy forecast of just 2.4% global growth for 2019 followed by 2.5% in 2020,stressing that any easing of US-China trade tensions is unlikely to lead to a rapid recovery. The Bank did however foresee above average growth in some of the larger emerging nations, such as Turkey, Brazil,Mexico and Russia, which had already experienced sharp slowdowns.

As well as the fading effect of US fiscal incentives, weaker indications from several European, emerging, and Asian countries, including China, point to more sluggish economic development.

Core inflation is also developing at a slower than expected pace with most leading nations experiencing price increases well below Central Bank targets.

The two factors above, in combination with certain geo-political concerns, are behind the more dovish monetary statements/actions currently being adopted. There are also wider calls for more expansionary fiscal measures e.g. infrastructure spending.

Cross border mergers and acquisitions plummeted, on average, to their lowest level since 2013, though this disguised a 6% increase by US targets and falls of 25% and 16% respectively for Europe and Asia.

Major risks could include inappropriate Fed/Trump action e.g. further protectionism, Chinese growth/deflation/management, further commodity/forex price volatility, and reaction to many political developments ( Iran,Hong Kong, Venezuela, Libya, Ukraine, Russia, Turkey, Korea being current examples).

On a global level it is also becoming increasingly important to factor climate/change/environment into investment decisions

The IMF reiterated that rising protectionism and debt levels remained the biggest global risks.

United States

After 1.6% GDP progression in 2016 US economic growth recovered to 2.3% in 2017 with 2.9% for 2018 and a figure of 2.3% provisionally pencilled in for 2019.The Federal reserve itself expects growth of about 2.3% for full year 2019, highlighting strong job gains and buoyant consumer spending and corporate investment. Better than expected first quarter 2019 growth of 3.2% included a large element of inventory build, with more recent third quarter GDP figures showing growth of 1.9% annualised. The employment situation seems to be reasonably healthy, following some strike distortions, with a November unemployment rate of 3.5%, and hourly earnings growing at 3.1%.Figures just released from Mastercard showed retail sales during the critical November 1st to Christmas Eve period jumped 3.4% compared with the same period of 2018 (on-line 18.8%,physical stores 1.25). However, business investment, trade and certain manufacturing sectors are showing negligible progress.

Most recent inflation figures (core personal consumption expenditures) show November 2019 prices rising at 1.6%, still shy of the Fed’s 2% target.

The Federal Reserve raised short term interest rates in March ,June ,September and most recently on December 19st ,taking the target rate for the Federal Funds rate to 2.25%-2.5%.However recent shorter term economic data coupled with certain current geo-political uncertainties e.g. US/China,Brexit,Europe,South America have introduced a much more dovish tone to Fed thinking. At the August Fed meeting interest rates were cut by 25 basis points, and a further cut of 25bp was made on 18th September, taking the federal funds rate to a range of 1.75% to 2%.Slowing business fixed investment and exports were cited as the main areas of economic weakness, while consumer sentiment remained relatively strong, so far.A further cut of 0.25% was made in November, while the accompanying statement suggested a “pause” in interest rate movements, a sentiment re-iterated at the December 12th meeting .

Europe

European economic growth forecasts have shown a marked decline since mid-2018 levels and most forecasts for 2019 now fall in the 1.0% to 1.5% range, with the ECB itself looking for 1.2% (December 2019). During the last quarter of 2018, Italy contracted while Germany showed negligible progress and the situation seems to have deteriorated further during 2019, the IFO recently cutting GDP growth forecasts to 0.5% and 1.2% for 2019 and 2020 respectively. Going forward, global developments in the area of trade will be particularly important for the likes of Germany while a precarious political climate (Italy, Spain,Holland,Belgium) could be another source of investor uncertainty for the region. The pan-European composite PMI for December remained at 50.6, a level consistent with negligible growth. The breakdown showed a relatively strong services component but a slide within the manufacturing sector. For 2020 the ECB expects the eurozone economy to grow by 1.1%, more optimistic than a poll of 34 economists who forecast a range of zero to 1.5%, with an average below 1%.

The ECB lowered its inflation forecast to 1.2% for this year and 1% for next year at the September 2019 meeting, while the tentative 2022 forecast for 1.6% is still below the ECB target. December inflation figures, just released, show consumer prices rising at about 1.3%, higher than forecast.

Recent MEP election have continued to show an erosion of support for the traditional central parties, and while some of the more extreme political groups fared worse than expected, the Greens and Liberal Parties showed good gains. Volatile political developments continue to plague Germany, Italy and Spain amongst the larger countries.

Incoming ECB President Christine Lagarde will face early calls for measures to revive flagging economic growth, on top of the ECB monetary injection in September 2019 and further bond-buying. The subject of fiscal expansion, particularly by Germany is being widely discussed.

Japan

Japanese growth stalled in the first quarter of 2018 after eight consecutive quarters of improvement and then rebounded during summer months, before further softness due to natural disasters and a deteriorating trade situation. Current calendar 2019 economic forecasts are for about 1% annualised GDP growth, after a surprisingly strong first quarter and recently reported third quarter, but expectations of a somewhat weaker fourth quarter following the VAT rise. The Tankan Index for large manufacturer was also weaker than expected in December 2019, although the service component remained relatively strong.

The Yen 13.2 trillion package announced in early December 2019 to repair typhoon damage, upgrade infrastructure and invest in new technologies was one of the largest since the financial crisis of 2008-2009.

At recent meetings the BOJ pledged to maintain the current negative interest rates, yield curve management and asset purchase programmes, tweaking its forward guidance as recently as early November 2019.

Politics tilted in a pro-reform direction, after the October 2017 election landslide, which should help various economic and political initiatives. The political situation was strengthened further by the leadership victory late September 2018, which would make Shinzo Abe one of the longest serving Japanese PM’s since the job was created in 1885. The initiatives will include more focus on the quantitative actions, including higher care wages, pension reform, targeted infrastructure and some moves to tweaking the pacifist constitution. The re-appointment of Central Bank Governor Kuroda was helpful to the continuation of accommodative fiscal and monetary policy, a stance reinforced in the spring.

Inflation is still well below the official target (0.5% in November 2019) although oil price strength and early signs of wage and recent price growth are expected to accelerate the upward trend. Japan’s September jobless rate at 2.4%, is the lowest since 1994, and there are labour shortages in a growing list of sectors, including construction and elderly care. The parliament recently voted to allow more than 250000 foreign workers into the country on five-year visas, and with the improved electoral mandate, it is widely expected that the subjects of female participation and pension age changes will also be studied.

Monetary policy will remain dependant on inflation developments, and currently no major changes are expected to short or long-term interest rates until at least end-2019.At the recent BOJ meetings, the Board have voted to keep the benchmark short term interest rate at -0.1% although Kuroda hinted at further easing on September19th. In early October 2019, the long-awaited rise in VAT from 8% to 10% took place, although the impact was softened somewhat by cashback reward measures.

Asia excl- Japan

Efforts to boost domestic demand, either through monetary policy, banking reform and structural issues are bearing fruit in some areas, but are also currently hindered by currency volatility, high debt ratios, disinflation, politics etc. The spectre of a tariff “war” between USA and China, could of course, impinge adversely on some of the more open economies in the area and specialist zones e.g. Taiwanese semi-conductors. Other opportunities may also arise e.g. Vietnam.

Overall estimates for growth in the region have slipped over recent months, but the aggregate figure masks large individual country differences. For example, Vietnam is currently experiencing economic upgrades, partly as a result of the US/China tariff “war”.

At the National People’s Congress held in early March 2018, Chinese Premier Li Keqiang outlined an economic growth target of 6.5%, with a minimum target of 6.3% p.a over the 2018-2020 period, in additional to a lower fiscal deficit goal. At the conference there was more emphasis on quality of growth, pollution control and risk control, property stabilisation, liberalization of the financial system than numerical targets. Recent indicators however point to slower growth, with some estimates as low as 5%. At the time of writing Chinese moves to stabilise growth through a mixture of tax cuts, infrastructure spending and bank lending support, appear to be working, although the ongoing tariff discussions impose an air of huge uncertainty.

In India, much is still riding on the “Mondi” reform programme where long-standing concerns in the areas of infrastructure, bureaucracy and fiscal inconsistency need resolution.However,the recent election (May 2019), won by Narendra Modi with a landslide victory, gives the leader power to forge on with building a “New India”, and the surprise corporation tax cuts announced on September 20th give some reasons for optimism, although the religious “priorities” have to be monitored closely. Recent economic statistics point to a slowdown nearer 5% GDP growth than the 6% /7% of recent years.

Regional Equity Recommendations

Japan remains a favoured equity market, despite the global sterling adjusted outperformance in 2017 and 2018, though underperforming in 2019. Regarding the investment arithmetic, the prospective PE (13.9 falling to 12.89 in 2021 as at December 01,2019) is still lower than the world average and the price book ratio is near the lowest of all the major regions, at a level of 1.20. Corporate results for recent periods have been much as expected and further growth is expected over the 2020/2021 period. Analysts point to further scope for Return on Equity, currently just over 8.0%, to converge on the average for developed markets over coming years. On a technical note, Japanese institutions are undergoing a longer term bond/equity switch and the market tends to be under owned by overseas institutions. Regarding domestic demand, the BOJ and other buybacks amount represent a growing percentage of market cap on an annual basis while public and private pension funds are steadily increasing their equity weightings. Regarding the former, buybacks between January and November of 2019 are up 112% compared with the previous year, currently running at over $6 billion per month. Individual households hold approximately 50% of their financial assets in cash, extremely high by international standards, another source of equity demand. Finally, corporate governance (independent directors etc), buy backs, dividend hikes and current valuations on upgraded earnings are helping sentiment. About dividends, current low pay-out ratios (around 35%), give scope for above average income gains going forward. Currency strength/weakness is of course a double-edged sword regarding Japanese portfolio strategy. I recommend that some Japanese equity exposure, currently, be hedged back to sterling and or US dollar.

Europe (ex-UK) warrants a continued small overweight in my view.

With the current accommodative monetary policy, stable consumer sentiment and a more stable Euro, the market continues to deserve longer term attention. At corporate level, earnings are being helped by nominal sales growth, margin expansion, and lower tax and interest charges. There are many situations in exporters, capital goods, financials where equities appear good value on PE and Price/ Book considerations and offer reasonable dividend yields. However, at time of writing an escalation in the tariff “war” could have adverse effects on the margins and sales volumes of certain products e.g. German cars, luxury goods, and more than usual investor due diligence will be required. On the sectoral point for example it should also be remembered that the EuroStoxx 50 weighting in oil and mining is approximately half of that in the FTSE 100. On a cyclically adjusted price to earnings ratio (CAPE) often used by longer term investors the Eurozone trades at a considerable discount to the US market. The shorter-term PE ratio currently stands at about 14.3 for2020, dropping to 13.3 in 2021, with a prospective dividend yield of 3.7%. By historic comparison the market is fairly valued on a price earnings and price cash flow basis and good value on price/book and dividend yield considerations.

Asia (ex Japan) is currently dominated by China and related China plays such as Hong Kong and Taiwan in MSCI index terms. Over the longer term, the Chinese weighting could increase significantly, when more local shares may be included in the major index benchmarks.JP Morgan estimate that the Chinese A-share weighting could move from just under 1% in May 2018 to nearly 14% by 2025.This is in addition to the approx. 25% to 30% of the index already represented by mainstream Chinese stocks. As discussed elsewhere, the consensus is for a Chinese economic slowdown to around 5%-6% per year, but possible risks could emerge from several directions including excessive credit expansion, shadow banking, currency volatility, tariff escalation and geo-political tensions aggravated by President Trump. Equity investing as an overseas investor also faces hurdles in the shape of government control (including the stock market itself), currency policy, corporate governance issues and sometimes less than ideal accounting. A well-diversified portfolio could however include some longer-term exposure to the China region, directly or indirectly (Hong Kong, overseas plays, ETF, investment trusts etc.), but shorter-term volatility is expected. Amongst other countries, India remains an investor favourite, even though valuations are becoming quite full, and, like China, economic growth appears to be slowing faster than expected. Korea looks reasonable value, but the competitive situation should be monitored, and Australia, whose economy and currency are closely tied to the fortunes of the commodity sector, offers some interesting yield situations. Finally, Vietnam warrants attention as a high growth economy and possible beneficiary of any US/China tariff war. In aggregate the region has a prospective PE of just over 14.4 with a dividend yield of 3.0%

On equity valuation, US shares look slightly overbought on current metrics including shorter term price earnings ratio (18.3 times forward earnings-2020), price book ratio and yield, and longer-term Schiller PE look a little more stretched. Corporate share buybacks, one of the significant market support factors, over the 2010/2016 period, are slowing and household ownership of equities is high relative to Europe and Japan, for instance. However, equities are not priced in the bubble territory which occurred in 2000, multiples have retreated since early 2018 and sentiment indicators remain in neutral territory. Corporate earnings growth was upgraded following certain aspects of proposed Trump policy especially in corporate taxation, but dollar volatility, weak corporate investment, and overseas supply chain disruption should also be considered. If current tariff proposals come to fruition (a big IF), several US companies expect to be affected by disruptive volume and input pricing effects late. Apart from the trade figures it is important to understand the longer term impacts of intellectual property discussions, international on-line tax debate and specific company issues e.g Huawei.

There continue to be wide divergence between the economies of the emerging universe with, for example, Russia, Brazil and South Africa experiencing much slower growth, the latter also recently experiencing a credit downgrade and new political era, and many countries suffering from disproportionate commodity exposure (Russia), unstable/changing political situations (Venezuela, Turkey, Mexico, Brazil) and or/ high dollar debt levels. The changing US political regime clearly adds more uncertainties deriving from a volatile dollar, and selective protectionist policies. India is currently one of the rare outliers with minimal commodity or deflation worries but other issues that need addressing and hopes that the recently appointed Finance Minister continues to adopt the discipline imposed by her predecessor. However, on balance, developing economies which had been detracting from global growth for several quarters are now starting to stabilise.

Investors could consider some selective exposure to the region, which currently trades on a prospective 12.0 multiple on 2020 earnings, a considerable discount to other zones. Foreign Exchange could be an important issue from both currencies of investment and individual corporate effects. However, investors should also be aware the considerable risks that are plaguing the asset class, whether commodity pricing, debt, political change etc. In terms of industry sector, earnings are expected to be strongest in consumer discretionary, healthcare and information technology, although several analysts detect more “value” in the oversold financial sector. According to recent Morgan Stanley research, aggregate 2020/2021 emerging market earnings growth currently stands at a level of around 13% p.a. It should be noted that many emerging market companies are also rapidly increasing dividends, from a low level and there are some interesting pooled vehicles to exploit this. Morgan Stanley estimate dividend growth of 8.9% and 8.1% for the region over 2019and 2020 respectively. By contrast, developed markets are estimated to have dividend growth of approx. 6% p.a over the same periods. Despite the current volatility, Russia remains worthy of speculative attention on the basis of low valuation, stable government finances, well above average dividend yield, better commodity price trends, but clearly a higher risk/return play, while Vietnam is likely to remain an Asian favourite despite the rating and recent performance, and emerging Europe may receive more attention going forward. Weightings in China and India still seem appropriate and South Korea has also moved back to the attractive zone. South American politics are playing an increasing role in investor sentiment, e.g. Venezuela, Mexico and most recently, Brazil.

Fixed Interest

Government Conventional Fixed interest-The medium-term fundamental prospects for core government bond yields (UK, USA, Japan, and Germany) continue to depend primarily on inflation and Central bank policy outlooks. External “shocks” also introduce spikes in volatility from time to time and related hunt for perceived safe havens. Over the late summer period of 2019 worries over global growth and trade tensions pushed nearly $17 trillion of government debt into negative yields. However, since then, yields have risen sharply (price falls) taking approx. $6 trillion of the above into positive territory. The Japanese bond, for example rose above zero for the first time since March.

On the first point, current inflation, as measured by the year on year rates in USA, Continental Europe, Japan and several emerging markets has remained low and below several Central bank “targets”. Region Updated 10-year Govt yield Spread versus T-Bond
Germany 31/12/2019 -0.19 -2.11
Japan 31/12/2019 -0.02% -1.94
UK 31/12/2019 0.73% -1.19
USA 31/12/2019 1.92% 0.0

Other Fixed interest

It is forecast that the total returns from certain fixed interest outside the conventional core government bond space could yield relative outperformance, but allowance should be made for higher volatility liquidity, credit quality, dealing spreads etc. Some yield spreads still provide enough “cushion” versus conventional government bonds and may additionally have part equity drivers e.g. Preference shares, convertibles or be sector specific e.g. energy related.

The search for above average regular income continues, with several participants forced to move up the risk curve. A recent example was the large oversubscription for an Angolan bond issue

In general, a word of caution that using the ETF route for obtaining fixed interest exposure currently requires an extra level of due diligence regarding liquidity, spreads, degree of physical cover, tracking experience and of course full understanding of the underlying index.

Corporate Debt- Although many investment grade issues appear fully priced there may be opportunities in other grades if the risk/return/maturity/liquidity criteria suit. These may also be available in pooled form through ETF or OEIC or investment trusts. Selected US high yield (5.42% on 31/12/2019) may offer FX as well as bond spread and income gains, and it must not be forgotten that with corporate dynamics improving and a more favourable supply demand balance there is good scope for outperformance over the government sector.

ETF Yield p.a OCF Dividend payments Physical cover
UK corporates 2.44% 0.2% Quarterly Yes
US High yield 5.42% 0.5% Six monthly Yes
Emerging local 5.24% 0.5% Six monthly Yes

Emerging market Debt-higher risk but also potentially higher return but remember to analyse currency as well as income and capital. Also, available in ETF form, I-share SEML, holds over 200 securities with near 10% weightings in South African, Mexican,Thai, Brazilian, and Indonesian debt. Currently over 90% of the fund’s assets are rated A, BBB or BB and the fund yields 5.24%.Recent oversubscription for an Angolan government issue show continued “search for yield”

Preference Shares-Above average yields are still available, despite the large total return outperformance over the gilt sector over recent periods and remember the more favourable tax treatment for basic rate payers. Some of the UK bank issues look particularly interesting in this sector after recent/ongoing capital strengthening exercises and the results of the “stress tests”. Depending on risk appetite, annual yields around 5.5% to 6.1% are currently available on selected financial issues suitable for balanced accounts while, like corporate bonds, some higher yields can be found in more speculative issues.

Floating rate-provide an element of hedging against rate increases. Available in direct or investment trust structures and currently offering between 4.5% and 5.5% annual yield and priced at discount to assets. These instruments outperformed conventional government stocks during 2018 as short-term rates were increased, particularly in the USA, but have performed more in line with government stocks this year in total return terms.

Index Linked– These instruments continue to attract interest from both longer-term institutions with asset/liability issues and, more recently, from some shorter-term tactical funds. Linkers do offer some investment advantages such as low volatility(usually) and low correlation with several other asset classes and they are in relatively short supply.US investors are currently rebuilding holdings in the sector as the Fed weighs lifting the inflation target However, UK issues currently do not look particularly good value either domestically or by international comparison on most reasonable inflation assumptions or by comparison with other alternatives. The asset class suffered a shock recently following proposals to phase out/change RPI. In my view, there are other instruments that offer some degree of inflation protection/diversification at more reasonable price levels. The real yield on the UK FTSE All Index Linked Gilts is currently –1.83%

Zero-Coupons-Capital only, yields of over 3.9% p.a (annual equivalent) to November 2022, or 4.2% p.a. to November 2024 or 5.0% to November 2026 on recommended issues at time of writing. May suit event planning/higher income tax situations.

Convertibles-UK market relatively small and my favoured pooled vehicle has just been redeemed at near asset value. The sector is however worth monitoring, for the combination of a floor yield (in an era of very low competitive yielding products), with possible equity upside as well.

Corporate Bonds, UK order book-Selected issues may warrant attention. In the expanding London retail bond market, running yields between 4.0% and 5.0% on LSE quoted companies with between 4 and 7-year maturities are available on more stable underlying businesses, while much higher flat(e.g. 7%) and redemption yields apply to certain more speculative issues, especially in the energy area. A growing number of ultra-long issues are becoming available.

Property-Neutral

Following the historic decision on June 23,2016 to leave the EU, property markets, especially in London felt the aftershocks. Volume of activity and pricing were immediately affected and within days, property funds holding £15 billion of assets had closed the gate to redemptions. Over three years later, the markets have not settled, although some of the more drastic revisions and rumours have been softened. Amongst the main sectors, shopping centres are struggling with stalling consumer confidence and on-line competitors while the office sector, especially in London, is experiencing varying trends. The mergers recently announced between Hammerson and Intu,and Unibail/Westfield and recent Land Securities/British Land figures highlight the need to reduce costs in a troubled shopping centre sector. Interestingly, figures and statements from quoted company Segro PLC, by direct contrast, show the growth in logistics centres, warehousing as online shopping accelerates.

Over 2018, the MSCI IPD UK Index showed a total return of 7.5%, although this growth slowed to just 1% in the last quarter. Of the 7.5%,5.2% was attributable to income and included rental growth of 2.7%. By sub sector industrial values rose faster than retail values every single month. Over the first ten months of 2019 the Index has continued to show even slower total return. Income continues to be the positive factor as capital values decline across several categories, and Retail is still very poor, especially in London and the South-East

In the post BREXIT environment, investors in commercial property funds should be increasingly aware of “value adjustments” suddenly imposed on their unit holdings, large unproductive cash holdings, as well as perhaps a tightening of redemption procedures (see recent FCA papers), which is improving the relative attractiveness of closed end funds and direct equities. As ever however, watch location, management and balance sheets carefully! In major commercial property sectors,” tech” friendly features are increasingly demanded, while retailors juggle with the physical/online balance. In the specialist areas of student, logistics, medical, retirement accommodation and self-storage there is still good demand and in the medium term these sub-sectors are expected to become more “mainstream”. Many international investors have switched their attention away from UK towards Continental Europe, where rental levels, capital values and prospects are deemed more attractive. Remember also that property corporate bonds/preference shares may suit some client objectives.

Alternative Income / Other- Overweight

This “catch all” sector is taking on increasing significance during this current phase of volatile bond and equity performance and an expectation of lower returns, looking forward. It is noticeable that during the weaker equity periods, many renewable/private equity/infrastructure plays held their ground, and in some cases showed absolute returns. Funds which may fit the characteristic of better capital protection and above average yields and low correlation with other asset classes include

  • • Infrastructure, including recent issues in the renewable sector, offering income yields around 5%- 6% p.a. Corporate activity e.g. John Laing, is an additional positive factor.There appears to be a global move towards various infrastructure related projects and this topic will be revisited during the Uk Budget statement in a couple of months.
  • • By way of comparison, certain listed vehicles in the areas of private equity and specialised lending currently offer yields of 6%-8%, but careful due diligence and extra considerations of transparency, holding period and liquidity in differing market conditions should be considered.
  • • Certain liquid transparent structured products, although special client permission may be required, and full understanding of the maths and counterparty risk are essential. These can be useful for hedging e.g. infinite turbo puts/covered warrants against a fully invested equity portfolio.The currently relatively low VIX level makes put option buying an interesting strategy

GOOD LUCK IN 2020

Disclaimer All recommendations and comments are the opinion of writer. Investors should be cautious about all stock recommendations and should consider the source of any advice on stock selection. Various factors, including personal ownership, may influence or factor into a stock analysis or opinion. All investors are advised to conduct their own independent research into individual stocks and markets before making a purchase decision. In addition, investors are advised that past stock performance is not indicative of future price action. You should be aware of the risks involved in stock investing, and you use the material contained herein at your own risk The author may have historic or prospective positions in any securities mentioned in the report. The material is provided for information purpose only

Irish Independent – Open Orphan signs ‘significant’ revenue generating contract

by Ellie Donnelly

Open Orphan, a Europe-focused pharma services company specialising in rare disease and so-called orphan drugs, has signed a contract with a German-based research-driven pharmaceutical company.

Open Orphan said the contract guarantees “significant” annual income, with work under the deal to commence this month.

This contract will see Venn Life Sciences, part of Open Orphan, build upon its existing relationship with the German company with a new three year consultancy for Pharmacokinetic (PK) analysis.

Pharmacokinetics is a branch of pharmacology that is dedicated to determining the fate of substances administered to the human body, and PK models help pharmaceutical companies to decide upon dosage and potential adverse effects in new drugs under development.

The deal represents an extension of the relationship between the two firms, continuing the work currently undertaken by Venn providing support in clinical trial data analysis, as well as earlier stage projects.

Cathal Friel, chief executive of Open Orphan, said: “This new contract is further evidence of Open Orphan delivering against one of its key objectives, transforming Venn by transitioning from ad-hoc short-term contracts to long-term contracts with high quality customers thereby delivering secured recurring revenues for the business.”

Last month Open Orphan and UK-based Hvivo agreed the terms of a merger.

Link here to the Irish Independent website article

Andrew Hore – Quoted Micro 6 January 2020

NEX EXCHANGE

Cannabis-related investment company Greencare Capital (GRE) joined the NEX Growth Market last Monday. Greencare raised £514,000 at 25p a share. The rest of the shares were issued at 1p each, raising £100,000. The pro forma NAV is just over 4p a share. The largest shareholder is E Value One with 66.3%, which is owned by Dominic White, who is chairman of fellow NEX-quoted company Eight Capital Partners (ECP) which has a 21.2% stake. Eight Capital acquired 1.5 million of its shares at 1p each and 1.06 million at the subscription price – just over 50% of the subscription shares. Greencare has already identified its first investment, which is a consumer-focused distribution business that has a leading position in one of the larger European markets. The distribution activities cover 30,000 points of sale and that could increase to 45,000. The plan is to acquire an initial 10% stake. Due diligence is being carried out and the investment could be made early in 2020.

European Lithium (EUR) has agreed €7.5m of debt financing that lasts two years and has an annual interest charge of 5%. This is secured on the Wolfsberg lithium project in Austria. The cash will fund the completion of the definitive feasibility study and repay the existing convertible note facility. The Wolfsberg mining and exploration licences have been extended.

BWA Group (BWAP) says that its subsidiary has been awarded an exploration licence in central Cameroon. This will enable the assessment of commercial exploitation of rutile sands, kyanite, ilmenite, zircon and other minerals. The permit lasts for three years with a financial commitment of £650,000 over the period. This has taken four years to negotiate.

Walls and Futures REIT (WFR) has completed the redevelopment of its Didcot property and it has been let on a 25-year lease to a large care provider. NAV was £3.3m at the end of September 2019.

VI Mining (VIM) has secured a partnership with an established operator in Peru so that commercial operations can commence at the Cushuro mining concession in the second quarter and the Oro Pesa plant can be up and running in the third quarter. They will be owned by 50/50 joint ventures. The Minaspampa and Rosario de Belen concessions are being returned to the previous owners, although VI Mining will have a buy back option.

Healthcare professionals recruiter SG Recruitment Ltd (SGRL) grew interim revenues by 13% to £386,000, while operating costs were halved. There was still a £379,000 loss. SG has secured a contract with Leeds Teaching Hospitals NHS Trust covering seven hospitals. Further mandates are expected from the NHS and in the Middle East.

Adnams (ADB) director Guy Heald has increased his B shares stake from 15.1% to 17.15%.

Alexander David Securities has resigned as corporate adviser to EcoVista (EVTP) and trading in the shares has been suspended until a replacement is appointed.

AIM

Bango (BGO) grew 2019 revenues by more than 40% even though two contracts were not closed by the end of the year. That means that 2019 revenues of the digital payments technology provider will be £2m lower than anticipated. The 2020 forecast revenues have been reduced by £2.6m to £14.2m, although a £600,000 pre-tax profit is expected.

Communications services provider Mobile Tornado (MBT) expects second half revenues to be £1.8m, taking the total for the year to £3.3m. There have been delays in deployments. The company remains loss-making.

Redx Pharma (REDX) could be subject of a bid by a syndicate headed by Samuel D Waksal. The £2.5m loan from Moulton Goodies will be swapped for shares instead of repaying it at the end of 2019. This requires shareholder agreement.

Adams (ADA) has bought 2.4 million shares in Circassia Pharmaceuticals (CIR) at an average price of 19p each. That takes the stake in Circassia to 0.82%. Adams still has £1m in cash.

Tri-Star Resources (TSTR) says that its 40%-owned antinomy and gold production facility operator SPMP is currently in technical default of its banking facility. Tri-Star had guaranteed 40% of the bank facility, but it says that this no longer holds because commercial production has commenced. This still has to be independently certified. Any additional short-term finance provided to SPMP could lead to a dilution of the Tri-Star stake. SPMP’s production facility requires up to $160m of additional investment in order to reach 100% capacity, but there have been no suitable offers of this finance as yet. There is no certainty that the financing can be achieved.

Residential property development funder Urban Exposure (UEX) says that 2019 operating costs will be lower than expected due to lower remuneration and fewer people being hired. The 2020 operating costs will be reduced to around £9.5m and that will enable the company to be profitable. There is no additional news about the proposals for the future of the company. Urban Exposure has also agreed to pay £400,000 to Jones Laing LaSalle in relation to an agreement by former companies, which are being wound down, to pay introduction fees. This settles the claim.

Trading in Attis Oil and Gas (AOGL) shares has been suspended ahead of details of a deal to acquire a North America-focused oil and gas company and the disposal of non-core assets. The acquisition will bring assets and experienced management.

Trans-Siberian Gold (TSG) has signed a new tariff for its electricity. The previous tariff was RUR4.69/kWh and the new agreement is for RUR4.75/kWh, which is still much lower than the standard tariff.

Livermore Investments Group (LIV) is paying an interim dividend of $0.0343 a share on 21 February.

MAIN MARKET

David Sefton has stepped down as chairman of social media company Iconic Labs (ICON) because of market speculation about his involvement with AIM-quoted Anglo African Oil and Gas (AAOG) where he was executive chairman until 13 September 2019. He has not been involved since then. Sefton will continue to be involved with Iconic Labs, where the share price has nearly halved in the past four months. The resolution to allow directors to allot shares without offering them to existing shareholders was not passed at the AGM. Anglo African Oil and Gas has not made the progress it wanted to with its oil and gas interests and it plans to sell its main asset in Congo to Zenith Energy (ZEN). Jub Capital is trying to put a stop to that and has present alternative proposals. This would involve stopping the sale and providing additional cash via a subscription of £100,000 and a $5m loan facility. Jub would also buy the shares owned by RiverFort and that would provide an additional £722,000 to the company.

Anglo African Agriculture (AAAP) has postponed the reverse takeover of Kenya-based port and marine logistics group Camarco. The long stop date for the deal is being extended. A version of the deal is likely to go ahead, but there could be private equity investment in one or more of the subsidiaries.

OTHER MARKETS

Former standard list company Cleantech Building Materials has entered into a three-year offtake agreement with a customer in Thailand. Nasdaq First North Copenhagen-quoted Cleantech Building Materials has the exclusive rights to manufacture Accoya wood (AIM-quoted Accsys Technologies (AXS) owns the technology) in China.

Andrew Hore

Andrew Hore – Quoted Micro 30 December 2019

NEX EXCHANGE

Rutherford Health (RUTH) has called for a further subscription by Woodford as laid out in the flotation prospectus. A further £15m has been raised at 176p a share. These shares go into the LF Equity Income Fund and its stake rises to 25.1%. Further cash will be required to open a fourth clinic in Liverpool. The current share price is 227.5p (210p/245p).

Greencare Capital (www.greencare.capital) is set to join NEX. This is an investment vehicle that will invest in medicinal cannabis and other cannabis-related products. NEX-quoted Eight Capital Partners (ECP) is set to own a 12.5% stake. E-Value One will own two-thirds of the company.

Bulgaria-focused property investor Black Sea Property (BSP) has agreed o cancel the sale of 23 plots of land in Byala. There has been a rise in value of the plots since the 2014 deal to sell the land for €1.02m. It is costing €1.15m to get the land back.

Medicinal cannabis company Sativa Group (SATI) says that BMAK Investments and Ken Lawrence has increased their combined stake from 4.27% to 7.96%.

Trading in European Lithium Ltd (EUR) shares has been halted on the ASX. This is ahead of an announcement for the financing of a definitive feasibility study for the Wolfsberg lithium project.

Compton Beauchamp Estates has raised its stake in Newbury Racecourse (NYR) from 31.9% to 40.9%. The shares were acquired for 775p each from non-executive director Erik Penser, who also controls Compton Beauchamp Estates. His interest remains at 40.9%.

AIM

Harwood Wealth Management (HW.) is recommending a 145p a share cash bid. Shareholders can opt to take a combination of cash and securities. Management believes that it needs greater financial backing to make more acquisitions. Carlyle and Hurst Point are working together on the bid.

Adamas Finance Asia (ADAM) says that 85%-owned Future Metal has commenced dolomite production and it is on course to reach the daily production target of 800-1,000 tonnes over the next three months. That could double by the middle of the year. This will depend on signing up customers. Adamas has bought back 2.4 million shares at 16.1p a share.

Wealth management firm Kingswood Holdings (KWG) is acquiring a 85% stake in US wealth management firm Chalice for £3.1m. Kingswood could make a pre-tax profit of £4m in 2020.

Internet domains manager Minds + Machines (MMX) has renegotiated its onerous contract and it will cost $5.1m in cash. The estimated liability was $7.9m. The contract could still generate $500,000 in revenues. There will be a trading update in January.

Regency Mines (RGM) is setting up a partnership with Ion Ventures to identify and prioritise its most commercially attractive battery metals projects. Regency will issue shares to Ion in return for consultancy. James Parsons has become executive chairman and Regency. A one-for-100 share consolidation has been completed.

MAIN MARKET

Sure Ventures (SURE) says that Sure Valley Ventures (25.9%-owned by Sure Ventures) investee company Artomatix is being acquired. The company automates 3D content creation and the original investment was 14 months ago. Sure Ventures share of the sale proceeds is €1.6m, which is five times the original investment.

Contango Holdings (CGO) has advanced a total of $356,314 to develop the Lubu coal project in Zimbabwe. The plan is to acquire the project, where mining could commence in the second half of 2020, and if the acquisition is not completed by next Christmas Eve the cash will be returned. Contango believes it can complete the fundraising to acquire Lupu in January.

Cobra Resources (COBR) has raised £613,000 and filed a prospectus for the reverse takeover of Lady Alice Mines, which owns an exploration licence for an area in South Australia including the former Prince Alfred copper mine, as well as a 75% interest in five gold exploration tenements near Wudinna. The prospectus should be published in January.

Zenith Energy (ZEN) is acquiring 80% of the Congo subsidiary of AIM-quoted Anglo African Oil and Gas (AAOG). This company owns 56% of the operator of the Tilapia oilfield in the Republic of Congo. Production is 30 barrels of oil per day. Multiple potential productive reservoirs have been identified. Zenith will fund its share of up to $5.5m of a work programme, plus a renewal payment of up to $2m. The Congo subsidiary owes Anglo African Oil £12.5m and it will retain 20% of the debt and novate the rest to Zenith.

James Ritchie has been appointed chief restructuring officer and interim finance director of stevia sweeteners developer PureCircle Ltd (PURE).

Andrew Hore

BigDish #DISH – Half-Yearly Report

BigDish Plc (LON: DISH), a food technology company that operates a yield management platform for restaurants, is pleased to announce its half-yearly report for the period ended 30 September 2019. 

 

Highlights:

·    Cash in bank £1,296,042.

·    Sufficient funding to Q3 2020.

·    Accounts prepared on a Going Concern basis as noted by the Auditors who stated in the Annual Report that the Going Concern basis was appropriate for the 12 month period from the date of approval of the financial statements.  The financial statements were approved on 31 July 2019.

·    No headroom to issue new equity prior to July 2020 without the publication of a prospectus – there are no plans to publish a prospectus.

Tom Sumner, CEO commented: “Since joining BigDish on 2 December 2019 we have been able to streamline operations and reduce cash burn significantly in order to improve and be more effective as a business in 2020.  We have sufficient funding runway in order to increase the pace of restaurant acquisition which is the key performance indicator for the year ahead.  It is my expectation that 2020 will be a turnaround story for BigDish and our shareholders.”

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

Enquiries:

Zak Mir, Digital Communications Officer, BigDish

+44 (0) 7867 527658

zak@bigdish.com

Jonathan Morley-Kirk, Non-Executive Chairman

+44 (0) 7797 859986

jmk@bigdish.com

REPORT OF THE DIRECTORS

The Directors present the report together with the unaudited financial statements for the Group for the half-year ended 30 September 2019.

 

The Company

BigDish Plc, the parent Company, is registered (registered number 121041) and domiciled in Jersey. It was incorporated on 11 April 2016.

 

Principal Activity and Business Review

 

The Company’s principal activity has not changed during the half-year ended 30 September 2019.  BigDish Plc is a holding company, holding subsidiaries trading under the “BigDish” brand. The Company’s focus has been on the UK operations, supported by the Philippines technology and business support functions, in the financial reporting period.

 

The Company announced after the reporting period a change in strategy that resulted in discontinuing using a ‘boots on the ground’ approach to restaurant acquisition using territory managers.  At the date of this report two territory managers remain in Brighton and in Birmingham.

 

Results and Dividends

 

The results of the Group for the half-year ended 30 September 2019 show a loss before taxation of GBP 1,050,255 with recurrent operational loss of GBP 506,966 before impairment adjustments and charges on fund raising (30 June 2018 showed a loss of GBP 388,244).

 

No dividends have been paid during the half-year ended 30 September 2019 or during the comparative period.

 

Operational Activities

 

The key operational activities that shareholders should note took place after the reporting period with the appointment of a new CEO and a change of approach to restaurant acquisition from a ‘boots on the ground’ strategy to a telesales operation in Manchester. 

 

The new CEO, Tom Sumner, commenced working at BigDish on 2 December 2019 along with two experienced persons that Tom had prior experience of working with.  The Manchester office also opened on 2 December 2019.  This has resulted in a substantial cost saving for the business and is expected to result in a material difference to the pace of restaurant acquisition in 2020. 

 

The former CEO, Sanj Naha, has become a consultant to the Company focusing on the acquisition of restaurant chains and third-party integrations with Electronic Point of Sale (ePOS) and other restaurant technology platforms.

 

The technology and business support teams based in Manila both grew in number.  The BigDish technology platforms have all seen improvements in terms of functionality and speed.  Technology development will remain a key focus in 2020.  

 

 

Principal Risks and Uncertainties

 

The principal business risks that have been identified are as below.

 

The Company is operating in a competitive market and faces competition from other companies who do or may in the future offer a similar service on similar terms. Competitors may have much greater marketing budgets than the Company. If the Company is unable to attract sufficient restaurants and potential customers in the UK at the rate expected, the Company may be unable to successfully compete in the market which would have a material adverse impact on its future prospects. 

 

The Company has not reached breakeven due to the early stage of the Company’s business development.  The Company has sufficient funds to meets its strategic objectives until Q3 2020. The Company does not have sufficient headroom to issue new equity prior to July 2020, without the publication of a prospectus.  The Company does not plan to publish a prospectus. 

 

Restaurants may not continue to accept the value proposition of online reservation companies like BigDish which could lead to the number of restaurants signing up and continuing to use BigDish to decline which could affect the Company’s prospects.

 

The success of the Company is dependent on the technical capabilities of its restaurant booking app and appeal to users. If technical issues arise or the technology is not as appealing as competitors’ technology, this may have a significant impact on the Company’s ability to attract and retain restaurants and entice customers to use BigDish. The costs associated with remaining competitive may be disproportionate to the revenues generated by the Company resulting in an adverse impact on the Company’s financial position.

 

The loss of/inability to attract key personnel could adversely affect the business of the Company. The Company is dependent on the experience and abilities of its Directors and certain Senior Managers and technology staff. If such individuals were to leave the Company, and the Company was unable to attract suitable experienced personnel to compensate for those departing, it could have a significant negative impact on the rate of growth of the business.

 

Any unauthorised intrusion, malicious software infiltration, network disruption, denial of service or similar act by a malevolent party could disrupt the integrity, continuity, security and trust of the Group’s platform. These security risks could create costly litigation, significant financial liability, increased regulatory scrutiny, financial sanctions and a loss of confidence in the Company’s ability to serve restaurants and diners securely, which could have a material adverse impact on the Company’s business.

 

The Company may process personal data (names, emails and telephone numbers), which may be considered sensitive, as part of its business. The Company may be subject to investigative or enforcement action by regulatory authorities in the Company’s countries of operations if it acts or is perceived to be acting inconsistently with the terms of its privacy policy, customer expectations or the law. The Company will continue to monitor its policies to ensure on-going compliance with the General Data Protection Regulation (GDPR) regulations.

 

The Company has not made contingency plans for risks associated with Brexit. 

 

Any risks that may arise will be mitigated through on-going review by Management and reporting of KPIs to the Board for periodic review and strategy amendment as required.

 

Events after the Reporting Period

 

Refer note 6 of the unaudited financial statements.

 

Company Directors

 

 

Position

 

Appointment Date

Audit

Committee

Remuneration Committee

 

Jonathan Morley-Kirk

 

Non-Executive Chairman

 

16 April 2016

 

Chair

 

Member

Simon Perrée

Non-Executive Director

30 July 2018

Member

Chair

Aidan Bishop

Executive Director

16 April 2016

 

Share Capital

 

At 30 September 2019 the issued share capital of the Company stood at 348,950,355 – with 63,102,836 new shares having been issued during the period. The issuances are detailed in note 5 to the unaudited financial statements.

 

This Directors’ Report was approved by the Board of Directors on 30 December and is signed on its behalf.

 

By Order of the Board

 

 

 

 

 

Jonathan Morley-Kirk

Chairman

30 December 2019

 

 

CONSOLIDATED INCOME STATEMENT

For the half-year ended 30 September 2019

 

30 Sep 2019         30 Jun 2018

(unaudited)           (unaudited)

                                                                                                                Note                                       GBP                        GBP                                       

 

Income                                                                                                                                                  11,766                   2,448

Cost of sales                                                                                                                                           (696)                      –

 

 

Gross profit                                                                                                                                           11,070                   2,448

 

 

Administrative expenses                                                                                                                   (735,077)              (235,423)

IPO costs                                                                                                                                               –                        (155,269)

Impairment loss                                                                                   9                                            (396,277)                              –

Fair value gain                                                                                     8                                              70,029                   –              

 

 

Loss before taxation                                                                                                                          (1,050,255)           (388,244)

 

 

Income tax expense                                                                                                                           –                               –              

 

 

Loss for the period                                                                            4                                            (1,050,255)           (388,244)

 

 

Earnings per share:

Basic and diluted loss per share                                                          5                                                  (0.0033)              (194,122)

 

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the half-year ended 30 September 2019

 

30 Sep 2019         30 Jun 2018

(unaudited)           (unaudited)

                                                                                                                                Note             GBP                        GBP       

 

 

Loss for the period                                                                                                                      (1,050,255)           (388,244)

Exchange difference on translating foreign operations*                                                                  (45,195)             (21,306)

 

 

Total comprehensive loss for the period                                                                                 (1,095,450)          (409,550)

 

 

*To be reclassified to Profit and Loss if the foreign entity is sold.

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the half-year ended 30 September 2019

                                                                                                                               

30 Sep 2019         31 Mar 2019

(unaudited)          

                                                                                                                Note                              GBP                        GBP       

 

 

Non-current assets

 

Property, plant and equipment                                                                                                         13,053                   –

 

 

                                                                                                                                                         13,053                   –

Current assets

 

Trade and other receivables                                                                                                             37,387                   28,568

Cash and cash equivalents                                                                                                         1,296,042                   43,504

               

 

                                                                                                                                                     1,333,429                   72,072

Current liabilities

 

Trade and other payables                                                                    2                                        (205,730)              (769,461)

Borrowings                                                                                           2                                            (4,744)                  (4,744)

 

                                                                                               

                                                                                                                                                        (210,474)              (774,205)

 

Non-current liabilities

 

Trade and other payables                                                                                                                  (3,581)                  (31,562)

Borrowings                                                                                           2                                          (10,128)                 (12,500)

 

                                                                                               

                                                                                                                                                         (13,709)                 (44,062)

 

 

Net assets/(liabilities)                                                                                                                    1,122,299              (746,195)

 

                                               

Equity

 

Issued share capital                                                                            5                                           6,273,887              3,239,914

Retained earnings                                                                                                                           (5,916,067)           (4,865,812)

Other Reserves                                                                                                                                   764,479                 879,703

 

 

Total equity                                                                                                                                     1,122,299            (746,195)

 

 

These financial statements were approved by the Board of Directors.

 

 

 

 

Jonathan Morley-Kirk

Chairman

30 December 2019

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 30 September 2019

                                                                                               

                                                                                                                Share         Retained            Other                     Total                                                                                                                                        Capital       Earnings            Reserves               Equity

                                                                                                                 GBP            GBP                    GBP                     GBP

 

 

At 31 December 2017 (unaudited)                                                 2                   (1,230,872)                 –                    (1,230,870)

 

 

Loss for the period                                                                                      –            (388,244)                  –                       (388,244)

 

Translation reserves                                                                                   –               –                         (21,306)                 (21,306)

 

 

Total transactions with owners                                                                   –              (388,244)            (21,306)               (409,550)

 

 

At 30 June 2018 (unaudited)                                                            2                  (1,619,116)        (21,306)                (1,640,420)

 

 

Loss for the period                                                                                      –           (3,246,696)        –                             (3,246,696)

 

Translation reserves                                                                                   –                  –                          54,641                  54,641

 

Warrants reserves                                                                                       –                 –                          89,733                  89,733

 

Share options reserves                                                                               –                –                          756,635                756,635

  

Issue of new ordinary shares (net)                                                           776,683     –                          –                              776,683

 

Issue of ordinary shares – conversions                                                  2,463,229    –                        –                              2,463,229

 

 

Total transactions with owners                                                               3,239,912    (3,246,696)             901,009              894,225

 

 

At 31 March 2019                                                                                  3,239,914    (4,865,812)             879,703            (746,195)

 

 

Loss for the period                                                                                         –           (1,050,255)     –                              (1,050,255)

 

Translation reserves                                                                                      –                   –                        (45,195)            (45,195)

 

Warrants reserves                                                                                         –                   –                        (70,029)            (70,029)

 

Issue of new ordinary shares (net)                                                            3,033,973         –                             –                3,033,973

                                               

 

Total transactions with owners                                                                  3,033,973    (1,050,255)         (115,224)          1,868,494

 

 

At 30 September 2019 (unaudited)                                                        6,273,887    (5,916,067)          764,479           1,122,299

 

 

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT

For the half-year ended 30 September 2019

 

30 Sep 2019         30 Jun 2018

(unaudited)           (unaudited)

                                                                                                                                Note                GBP                   GBP

 

 

Cash flows from operating activities

 

Cash received from customers                                                                                                       6,875                     2,432

Cash paid to suppliers & employees                                                                                         (670,921)              (275,059)

 

 

Net cash from operating activities                                                                                         (664,046)              (272,627)

 

 

Cash flows from investing activities

 

Intellectual property                                                                                                                          –                        (45,429)

 

 

Net cash used in investing activities                                                                                            –                        (45,429)

 

 

Cash flows from financing activities

 

Loan repayments                                                                                                                           (2,370)                        –

Net proceeds from issue of convertible loan notes                                                                                –                  311,449

Net proceeds from share capital issue                                                                                      1,952,988                        –

 

 

Net cash used in financing activities                                                                                     1,950,618              311,449

               

 

Net increase in cash                                                                                                                1,286,572                (6,607)

 

 

Cash and cash equivalents at start of period                                                                                   9,470                16,077

Cash and cash equivalents at end of the period                                                                        1,296,042                 9,470

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 30 September 2019

 

1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

 

The Group’s financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee (‘IFRIC’) interpretations as adopted by the European Union at 31 March 2019.

 

The financial statements are prepared under the historical cost convention unless otherwise stated in the accounting policies.

 

The financial statements are presented in GB Pounds (‘GBP’), which is the functional currency of the Group and are rounded to the nearest pound.

 

The Group has reviewed newly effective IFRS Standards and note that:

 

·      IFRS (Financial Instruments) has been addressed consistently with the Annual Report

·      IFRS 15 (Revenue from Contracts with Customers) has been addressed consistently with the Annual Report, the Group has reviewed the impact of IFRS15 and determined there is no material adjustments required to revenue balances within the financial statements or to opening retained earnings

·      IFRS 16 (Leases) has been addressed consistently with the Annual Report, the Group is in the process of evaluating the impact that IFRS 16, however given the Group currently has only one lease agreements in place, the impact of IFRS 16 is expected not to be significant.

 

2. GOING CONCERN

 

The Group has the following loans:

30 Sep 2019         31 Mar 2019

(unaudited)          

    GBP                        GBP

 

 

Commercial loan from Lloyds Bank, UK                                                                                     14,872                   17,244

 

 

The Group made a consolidated loss in the half-year ended 30 September 2019 of GBP 1,050,255 with recurrent operational loss of GBP 506,966 before impairment adjustments and charges on fund raising. At 30 September 2019, the consolidated cash held was GBP 1,296,042 and the group had consolidated current liabilities of GBP 224,183, which includes GBP 185,094 of non-related trade liabilities and GBP 14,872 of borrowings.

 

The Group has prepared cash flow forecasts which indicate that it continues to have sufficient funds to support its activities in the period to 31 July 2020.

 

The Financial Statements have been prepared on a Going Concern basis – as noted by the Group’s auditors at the 31 March 2019 Annual Report on page 15.  The Auditors stated that the Going Concern basis was appropriate for the 12 month period from the date of approval of the financial statements.  The financial statements were approved on 31 July 2019.

 

3. SEGMENTAL REPORTING

 

3.1 For the half-year ended 30 September 2019

 

 

Income Statement

for the half-year ended 30 Sep 2019

(unaudited)

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

UK

GBP

Total

GBP

 

Revenue

 

 

 

 

 

11,766

 

11,766

Cost of sales

 

(696)

(696)

 

Gross Profit

 

 

 

 

 

 

11,070

 

11,070

Administration expenses

(532,914)

(935)

(4,840)

(83,396)

(112,992)

(735,077)

Impairment loss

Fair value gain

 

70,029

(32,575)

(363,702)

(396,277)

70,029

 

Loss for the Period

 

 

(462,885)

 

(935)

 

(4,840)

 

(115,971)

 

(465,624)

 

(1,050,255)

 

 

Statement of Financial Position

at 30 Sep 2019 (unaudited)

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

UK

GBP

Total

GBP

 

Non-current assets

 

 

 

 

11,891

 

1,162

 

13,053

Trade and other receivables

12,767

24,620

37,387

Cash and cash equivalents

 

1,263,148

369

18,838

13,687

1,296,042

 

Total assets

 

 

1,263,148

 

369

 

 

43,496

 

39,469

 

1,346,482

Current liabilities

(93,163)

(6,034)

(110,160)

(1,117)

(210,474)

Non-current liabilities

 

(10,128)

(3,581)

(13,709)

 

Net assets/(liabilities)

 

 

1,159,857

 

369

 

(6,034)

 

(70,245)

 

38,352

 

1,122,299

 

 

 

3.2 Comparatives

 

 

Income Statement

  for the half-year ended 30 Jun 2018

  (unaudited)

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

Total

GBP

 

Revenue

 

 

823

 

204

 

1,421

 

2,448

Cost of sales

 

 

Gross Profit

 

 

 

823

 

204

 

1,421

 

2,448

Administration expenses

(108,731)

(47,512)

(37,357)

(41,823)

(235,423)

IPO costs

 

(155,269)

(155,269)

 

Loss for the Year

 

 

(264,000)

 

(46,689)

 

(37,153)

 

(40,402)

 

(388,244)

 

 

Statement of Financial Position

at 31 Mar 2019

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

UK

GBP

Total

GBP

 

Non-current assets

 

 

 

 

 

 

Trade and other receivables

500

11,852

16,216

28,568

Cash and cash equivalents

 

30,494

618

6,223

6,169

43,504

 

Total assets

 

 

30,994

 

618

 

 

18,075

 

22,385

 

72,072

Current liabilities

(700,962)

(2,198)

(46,495)

(24,550)

(774,205)

Non-current liabilities

 

(28,240)

(3,322)

(12,500)

(44,062)

 

Net assets/(liabilities)

 

 

(669,968)

 

 

(1,580)

 

(28,240)

 

(31,742)

 

(14,665)

 

(746,195)

 

                                                                                                                           

4. LOSS FOR THE PERIOD BEFORE TAX

 

                                                                                                                                                30 Sep 2019         30 Jun 2018

                                                                                                                                                (unaudited)           (unaudited)

                                                                                                                                                GBP                        GBP

 

 

Loss for the period has been arrived at after charging:

                                                                                                               

Directors remuneration                                                                                                        80,000                   43,809

Staff costs                                                                                                                          252,961                 117,899

                                                                               

 

 

5. SHARE CAPITAL

 

5.1 Share Capital

                                                                                                                   30 Sep 2019                         31 Mar 2019

                                                                                                                     (unaudited)

                                                                                                                Number        GBP                Number         GBP

 

 

Opening balance                                                                                 285,847,519  3,239,914               2                       2

Ordinary shares – pre-admission                                                            –                       –                159,547,651              –   

Ordinary shares – new shares issued during the period                      63,102,836    3,033,973        49,391,796      1,037,076

Ordinary shares – conversions                                                                –                       –                 76,908,070       2,463,229

Less: cost of issuance                                                                             –                       –                       –                  (260,393)

 

 

Closing balance                                                                               348,950,355  6,273,887         285,847,519     3,239,914

 

 

The shares have no par value.

 

At 30 September 2019 included in the total share issuance of 348,950,355 shares the group holds 19,749,000 shares in treasury.

 

5.2 Earnings Per Share

31 Sep 2019

(unaudited)

GBP

30 Jun 18 (unaudited)

GBP

 

 

  Basic and diluted loss per share

 

(0.0033)

 

(194,122)

Loss used to calculate basic and diluted loss per share

(1,050,255)

(388,244)

Weighted average number of shares used in calculating basic and diluted and loss per share

 

314,039,187

2

 

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding and shares to be issued during the period.

 

The potential ordinary shares were anti-dilutive as the Group was in a loss making position and therefore the conversion of potential ordinary shares would serve to decrease the loss per share from continuing operations. Where potential ordinary shares are anti-dilutive a diluted earnings per share is not calculated and is deemed to be equal to the basic earnings per share.

 

 

6. EVENTS AFTER THE REPORTING PERIOD

 

On 12 November 2019 the Company announced the appointment of a new CEO, who commenced in the role on 2 December 2019.

 

 

 

7. RELATED PARTY TRANSACTIONS

                                                                                                                                                               

 

Amounts due to Related Parties

31 Sep 2019

(unaudited)

GBP

31 Mar 2019

 

GBP

 

 

Aidan Bishop

Jonathan Morley-Kirk

Simon Perrée

Joost Boer

 

 

16,000

3,217

5,000

 

196,532

13,333

13,333

106,685

 

 

The debts are unsecured and interest free. The Directors agreed that the balance due at 31 March 2019, which included loans made by Aidan Bishop since the Group’s inception, would be converted to equity using the same mechanism as the Company’s Salary Sacrifice scheme – this was actioned in June 2019.

 

 

8. SHARE OPTIONS AND WARRANTS

 

8.1 Share Warrants

 

Warrants are denominated in Sterling and are issued for services provided to the Group or as part of the acquisition of a subsidiary. There were 34,151,130 warrants issued in connection with the IPO in July 2018.

 

During the reporting period, 18,843,294 warrants issued at 9.00p expired and 500,000 warrants at 4.5p were exercised in June 2019.

 

Warrants outstanding at 30 September 2019:

 

Number

Exercise price

Expiry date

 

2,654,586

 

4.50p

 

02 August 2021

11,111,111

444,444

597,695

 

9.00p

4.50p

6.75p

 

02 August 2020

02 August 2020

01 February 2020

 

At 30 September 2019, these warrants were fair valued at GBP 19,704 (31 March 2019, GBP 89,733), using a

Black-Scholes model, based on the following parameters – risk free rate 1.46%, volatility 54%.

8.2 Share Options

 

On 31 July 2018 and 19 February 2019 share options were granted by the Group to an employee, non-executive directors, executive directors and senior managers within the Group.

 

Under the provisions of IFRS 2 a charge is recognised for those share options and awards under the share plan issued. The estimate of the fair value of the services received is measured based on the Black-Scholes model for share options granted under the executive and discretionary share option schemes. The Monte-Carlo model is used to calculate the fair value of the performance share plan awards.

 

The contractual life of the share options is used as an input into this model. Expectations of early exercise are incorporated into the model. The vesting period reflects the terms and conditions of the contracts.

 

The options have not been re-valued at 30 September 2019.

 

 

9. IMPAIRMENT LOSS

 

The Group previously determined to fully impair costs associated with Looloo as part of the Group’s strategy of focusing growth in the UK. An expense of GBP 32,575 was incurred and impaired in the reporting period.

 

The Group previously determined to fully impair goodwill on the acquisition of the UK businesses as the business model, and the application of the assets acquired, is being significantly enhanced. An expense of GBP 363,702 was incurred and impaired in the reporting period.

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