TIDMANIC
RNS Number : 2158P
Agronomics Limited
08 February 2023
8 February 2023
Agronomics Limited
("Agronomics" or the "Company")
Unaudited Interim Results for the six-month period ending 31
December 2022
Agronomics Limited (AIM:ANIC), the leading listed company
focused on the field of cellular agriculture, is pleased to
announce its unaudited interim results for the six-month period
ending 31 December 2022. A copy of these Interim Results is
available on the Company's website www.agronomics.im .
Financial highlights
-- The Company's Net Asset Value per Share at 31 December 2022
was 16.38 pence (30 June 2022: 14.85 pence) - an increase of 10.3%.
The share price of 11.75 pence at the 31 December 2022 close
represented a discount of 28% to the 31 December 2022 NAV per
share.
-- Investment income, including loan interest and net unrealised
gains, increased to GBP19,870,529 (31 December 2021: GBP3,629,016)
during the six-month period.
-- Operating expenses for the period were GBP800,227 (2021: GBP769,363)
-- A net profit of GBP18,582,602 (31 December 2021: profit of
GBP2,523,407) was recognised during the period.
-- The carrying amount of invested assets at the half year was
GBP132,691,338 (30 June 2022: GBP94,813,088), and cash and cash
equivalents and cash deposits stood at GBP29,825,250 (30 June 2022:
GBP51,482,501)
-- Net assets increased to GBP162,507,068 at 31 December 2022
(30 June 2022: GBP143,912,903). The increase is largely due to
unrealised gains on investments of GBP19,374,741 recognised during
the period.
Investment highlights
-- 5 December 2022 - Clean Food Group Limited (" Clean Food
Group ") received investment from Doehler Ventures , the venture
arm of Doehler Group GmbH , a global producer, marketer and
provider of technology-based natural ingredients and ingredient
systems for the food and beverage industries.
-- 16 November 2022 - UPSIDE Foods, Inc. (not an Agronomics
portfolio company) received a 'No Questions' letter from the US
regulatory body the US Food and Drug Administration, accepting
their conclusion that their cultivated chicken is safe to eat
-- 26 October 2022 - Solar Foods Oy (" Solar Foods "), a Finnish
food technology portfolio company focused on commercialising its
sustainable protein, Solein, received its first regulatory approval
in Singapore for its novel protein by the Singapore Food Agency. On
23 December 2022 , Solar Foods received a EUR34 million grant to
support the build of its first fermentation facility and start
preparations for its full-scale facility
-- 20 October 2022 - Agronomics co-led the seed investment round
of precision fermentation contract manufacturer Liberation Labs
Holdings Inc (" Liberation Labs ") , subscribing for Seed Preferred
Shares. The final tranche of the committed US$ 7 million was
completed on 5 December 2022 and, on 30 December 2022, the Company
announced the close of Liberation Labs' $20 million seed funding
round.
-- 6 August 2022 - Agronomics led All G Food Holding Pty Ltd 's
("All G Foods") Series A financing round with an AU $15 million
(approximately GBP8.7 million) investment, subscribing for Series A
Preferred Shares. Agronomics will own 8.01% of All G Foods on a
fully diluted basis following the close of the round.
-- 1 August 2022 - Agronomics led Clean Food Group Limited's
("Clean Food Group") seed financing with a GBP577,500 investment,
subscribing for Ordinary Shares. Clean Food Group is a UK-based
cellular agriculture company focused on the commercialisation of
palm oil by fermentation.
Richard Reed, Chairman of Agronomics, commented: -
"Agronomics has continued to focus on selective opportunities
within the field of cellular agriculture to deploy capital during
this half year, and now has over 20 companies in its portfolio with
broad diversification across major protein categories and leading
technologies across the cell culture and precision fermentation
categories.
This half year, Agronomics expanded its exposure to precision
fermentation dairy proteins through an investment in All G Foods,
marking its first investment in Australia. As well as making our
first investment in a palm-oil focused fermentation company through
our investment in Clean Food Group.
In the past few months, we have witnessed several
ground-breaking achievements within the sector around regulatory
clarity and scaling up, representing the transition of the sector
from R&D validation toward commercialisation. As a result, we
will continue to identify cellular agriculture as a sector with
enormous growth potential and believe Agronomics is well positioned
to capitalise on this positive trajectory. We expect the next 12
months to be pivotal for the cellular agriculture sector, with the
first regulatory approvals for the sale of cultivated meat products
coming in the US."
For further information please contact:
Agronomics Beaumont Canaccord Cenkos Peterhouse TB Cardew
Limited Cornish Genuity Limited Securities Capital
Limited Plc Limited
The Company Nomad Joint Broker Joint Joint Broker Public Relations
Broker
========== ==================== ============= =============== ========================
Richard Reed Roland Andrew Potts Giles Lucy Williams Ed Orlebar
Denham Eke Cornish Harry Rees Balleny Charles Alistair Walker
James Alex Aylen Michael Goodfellow
Biddle (Head of Equities) Johnson
========== ==================== ============= =============== ========================
+44 (0) 20 7930 0777
+44 (0) 1624 +44 (0) +44 (0) +44 (0) +44 (0) 7738 724
639396 207 628 +44 (0) 207 207 397 207 469 630
info@agronomics.im 3396 523 8000 8900 0936 agronomics@tbcardew.com
========== ==================== ============= =============== ========================
[THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART
OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
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INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
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Chairman's statement
Introduction
I am pleased to present the Unaudited Interim Results for
Agronomics Limited (the "Company" or "Agronomics") for the
six-month period ending 31 December 2022.
This half-year saw Agronomics continue to focus on select
opportunities to deploy capital within the field of cellular
agriculture . During the period, the Company led rounds that added
two new names to the portfolio, increasing the number of companies
in its portfolio to 24, with broad diversification across the
world's largest protein categories and across differentiated
technologies in cell culture and precision fermentation. The
investment in Clean Food Group expanded the portfolio to encompass
fermentation-derived palm oil at a time when finding sustainable
alternatives to palm oil is becoming increasingly important, as
shown by the EU's agreement in December 2022 to implement new
restrictions ensuring goods placed on the EU market are not
contributing to deforestation and forest degradation in the EU and
elsewhere in the world, including palm oil. Agronomics also
increased its exposure to precision fermentation dairy proteins,
through its investment in All G Foods, its first investment in
Australia. These investments represent the widening applications of
fermentation to produce necessary agricultural products.
We define cellular agriculture as the direct production of
agricultural commodities without animals, but from living cells or
single-celled organisms completely disconnected from conventional
agriculture. This encompasses cell culture, including cultivated
meat and seafood, precision fermentation - including biomass and
precision fermentation, and enabling technologies, such as novel
bioreactor designs and low-cost growth factor methodologies to
support the first two categories. These technologies aim to provide
more sustainable methods for the development of such products,
reducing greenhouse gas emissions, antibiotic requirements, land
use, water use, energy use, improving animal welfare and mitigating
climate change. Agronomics now has exposure across cultivated meat
- chicken, beef, pork, seafood, cultivated leather, cultivated
cocoa and cotton, precision fermentation-derived dairy and egg
proteins, palm oil and collagens.
In the past few months, we have witnessed a number of pivotal
moments that represent a transition in the sector as companies move
from R&D validation toward commercialisation. November 2022 saw
the US Food & Drug Administration ("FDA") issue a 'no
questions' letter to Upside Foods for their cultivated chicken
product. We anticipate the US Department of Agriculture will be
working closely with the FDA to approve the cultivated chicken in
the coming year, which will allow this company to be the first to
achieve regulatory approval in a major jurisdiction. We also note
that several other cultivated meat companies are in discussions
with the FDA for further approvals. We expect further cultivated
meat companies to achieve approvals in the US in the near future,
and there could be additional jurisdictions moving forward by
establishing their own regulatory pathways for the approval of
cultivated meat. Last week, our precision fermentation contract
manufacturer, Liberation Labs, announced it had purchased the site
in the State of Indiana for its first facility which has an initial
capacity of 600k litres and capable of expanding to 4 million
litres in due course. This will be the first purpose-built
commercial precision fermentation plant in the United States.
Agronomics has a healthy balance sheet entering into 2023 and
intends to reserve the majority of its capital for follow-on
investments into its existing portfolio companies to assist with
the achievement of major milestones such as regulatory approvals,
product launches, or building out their commercial facilities. The
Company continues to monitor and review new and emerging
technologies within the field of cellular agriculture, and will
also look to expand the portfolio for further diversification
should the opportunity arise.
Investment Review
During the period, the Company completed a number of investments
and had positive revaluations within the existing portfolio, as
detailed below.
On 8 July 2022 , Portfolio company Tropic Biosciences UK Limited
("Tropic") raised US$ 35 million via a Convertible Loan Note led by
Blue Horizon, including investment from DisruptAD, Bloom8, Skyviews
Life Science, Sucden Ventures and Tefken Ventures.
On 1 August 2022 , Agronomics led Clean Food Group Limited's ("
Clean Food Group ") seed financing with a GBP577,500 investment,
subscribing for 5,775,000 Ordinary Shares. Clean Food Group is a
UK-based cellular agriculture company focused on the
commercialisation of palm oil by fermentation. AIM quoted SEED
Innovations Limited (of which Jim Mellon, executive director of
Agronomics, has a 6.95% holding) also joined the round.
On 4 August 2022 , Agronomics led All G Food Holding Pty Ltd's
(" All G Foods ") Series A financing round with a AU $15 million
(approximately GBP8.7 million) investment, subscribing for
2,803,214 Series A Preferred Shares. Agronomics will own 8.01% of
All G Foods on a fully diluted basis following close of the
round.
On 8 September 2022 , Portfolio company Bond Pet Foods, Inc
("Bond Pet Foods") completed its US$ 17.5 million Series A
financing, led by ADM Ventures and Cavallo Ventures, with other
prominent investors also participating. Agronomics first invested
GBP150,000 in Bond Pet Foods in September 2019, and now carries
this position at a book value of US$ 933,000, representing a
multiple on invested capital (MOIC) of 6.22x.
On 21 September 2022 , Portfolio company Onego Bio Ltd ("Onego
Bio") entered into a partnership with Perfect Day, Inc ("Perfect
Day") through Perfect Day's latest enterprise biology business nth
Bio. Onego Bio utilises the same efficient microflora platform as
Perfect Day, but for production egg white proteins, beginning with
its first product Bioalbumen(TM). This partnership will allow Onego
Bio to access Perfect Day's expertise in strain engineering,
bioprocess development, regulatory support, and process services,
accelerating the scale up and commercialisation of their
animal-free egg white proteins.
On 10 October 2022 , Portfolio company M eatable announced a
partnership with the world's only licensed large scale contract
manufacturer for cultivated meat, Esco Aster, based in Singapore.
The partnership will facilitate the production of Meatable's
cultivated pork products, which are aiming to initially be launched
in selected restaurants in Singapore in 2024, subject to meeting
Singaporean regulatory requirements.
On 20 October 2022 , Agronomics co-led the seed investment round
of precision fermentation contract manufacturer Liberation Labs
Holdings Inc (" Liberation Labs "). The final tranche of the
committed US$ 7 million was completed on 5 December 2022 and, on 30
December 2022 , the Company announced the close of Liberation Labs'
$20 million seed funding round. Following completion of the
financing, Agronomics holds an equity stake of 38.5% on a fully
diluted basis. The investment was co-led with Siddhi Capital, a
prominent and highly respected investor in innovative food products
and technologies. New Agrarian Company Limited, an affiliate of
Agronomics, also participated in Liberation Labs' funding round on
identical terms and tranching as Agronomics.
On 26 October 2022 , the Company announced that Solar Foods Oy
(" Solar Foods "), its Finnish food technology portfolio company
focused on commercialising its sustainable protein, Solein,
received its first regulatory approval in Singapore for its novel
protein by the Singapore Food Agency. On 23 December 2022 , the
Company also announced that Solar Foods had received a EUR34
million grant to support the build of its first fermentation
facility and start preparations for its full-scale facility.
On 5 December 2022 , Agronomics announced that portfolio company
Clean Food Group Limited (" Clean Food Group ") has received
investment from Doehler Ventures , the venture arm of Doehler Group
GmbH , a global producer, marketer and provider of technology-based
natural ingredients and ingredient systems for the food and
beverage industries.
The portfolio weightings by Net Asset Value at 31 December 2022
are set out below:
Company Product Focus NAV Weighting
Contract Manufacturer for Precision
Liberation Labs Fermentation 11.4%
------------------------------------- --------------
SuperMeat Cultivated Poultry 9.7%
------------------------------------- --------------
VitroLabs Cultivated Leather 6.9%
------------------------------------- --------------
Precision Fermentation - Dairy
Formo Proteins 5.7%
------------------------------------- --------------
Precision Fermentation - Dairy
All G Foods Proteins 5.2%
------------------------------------- --------------
Geltor Precision Fermentation - Collagen 4.9%
------------------------------------- --------------
BlueNalu Cultivated Bluefin Tuna 4.6%
------------------------------------- --------------
Meatable Cultivated Pork and Beef 4.3%
------------------------------------- --------------
Precision Fermentation - Egg
The EVERY Company Proteins 4.3%
------------------------------------- --------------
Precision Fermentation - Egg
Onego Bio Proteins 3.7%
------------------------------------- --------------
Solar Foods Novel Air Protein 3.2%
------------------------------------- --------------
Good Dog Food Cultivated Pet Food 3.1%
------------------------------------- --------------
The LIVEKINDLY Collective Plant-based Meat 3.0%
------------------------------------- --------------
Clean Food Group Fermentation - Palm Oil 2.3%
------------------------------------- --------------
GALY Cultivated Cotton 1.9%
------------------------------------- --------------
Mosa Meat Cultivated Beef 1.9%
------------------------------------- --------------
Tropic Gene-Edited Crops 1.6%
------------------------------------- --------------
CellX Cultivated Chicken 1.4%
------------------------------------- --------------
California Cultured Cultivated Coffee and Cocoa 1.1%
------------------------------------- --------------
Ohayo Valley Cultivated Beef 0.8%
------------------------------------- --------------
Precision Fermentation - Pet
Bond Pet Foods Food 0.5%
------------------------------------- --------------
Rebellyous Foods Plant-based Chicken and Equipment 0.2%
------------------------------------- --------------
Legacy Investments N/A 0.2%
------------------------------------- --------------
Under our valuation policy, it is not possible to reflect
significant uplifts between valuation events, and therefore the
Board believes that the stated NAV per share may not fully
represent the current intrinsic value of the portfolio companies
given their continuing progress in this rapidly growing sector.
Investments will be written down in cases where we are not
satisfied that sufficient progress is occurring.
Financial Review
The Company recorded a net profit for the period of
GBP18,582,602 (2021: profit of GBP2,523,407). During the six
months, our investment income, including loan interest and net
unrealised gains, increased to GBP19,870,529 (2021: GBP3,629,016).
No performance fees were payable or accrued for the current period.
The basic profit per share was 1.91 pence (2021: profit of 0.33
pence), and the diluted profit per share was 1.32 pence (2021:
profit of 0.21 pence).
The carrying amount of invested assets is GBP132,691,338 (30
June 2022: GBP94,813,088), and cash and cash equivalents and cash
deposits stood GBP29,825,250 (30 June 2022: GBP51,482,501). Our net
assets increased to GBP162,507,068 at 31 December 2021 (30 June
2022: GBP143,912,903). The increase is largely due to unrealised
gains on investments of GBP19,374,741 recognised during the period.
As a result, the net asset value per share at 31 December 2022 is
16.38 pence, which is an increase of 10.3% from 30 June 2022 (14.85
pence).
Financing activity
During the period, 38,897 new ordinary shares were issued
following the exercise of warrants. Gross proceeds of GBP11,563
were received by the Company.
Strategy and Outlook
Our current investment portfolio shows considerable promise for
future growth, given the scale of opportunity to invest in the
nascent alternative foods sector. We are expecting significant
developments in a number of our portfolio companies that should
positively impact their valuation in the coming months.
2022 saw a decline in venture funding across the board, and also
within the field of cellular agriculture. Whilst this may be seen
as a concern, we are optimistic that this reset has allowed for a
readjustment of company expectations, to allow for funding rounds
to be completed in the coming months at favourable and realistic
valuations. Cellular agriculture remains a bright spot of activity
for capital deployment in companies that offer defensible IP, and
technologies that will allow for a revolution in the way we produce
food and other agricultural products.
The Board continues to seek new opportunities in line with its
Investing Policy. Further details of our Investing Policy can be
found on the Company's website at www.agronomics.im.
Richard Reed
Chairman
7 February 2022
Condensed statement of comprehensive income
For the period ended 31 December 2022
Period Period
ended ended
31/12/2022 31/12/2021
Notes (unaudited) (unaudited)
GBP GBP
Income
Net income from financial instruments at fair value through profit
and loss 2 19,374,741 3,492,270
---------------- ----------------
19,374,741 3,492,270
Operating expenses
Directors' fees (50,000) (36,667)
Other operating costs 4 (800,227) (769,363)
Unrealised foreign exchange losses (437,700) (299,579)
---------------- ----------------
Profit from operating activities 18,086,814 2,386,661
Interest received 2 495,788 136,746
---------------- ----------------
Profit before taxation 18,582,602 2,523,407
Taxation - -
---------------- ----------------
Profit for the period 18,582,602 2,523,407
Other comprehensive income - -
---------------- ----------------
Total comprehensive profit for the period 18,582,602 2,523,407
Basic profit per share (pence) 5 1.91 0.33
Diluted profit per share (pence) 5 1.32 0.21
The Directors consider that the Company's activities are
continuing.
The notes on pages 9 to 11 form part of these interim financial
statements.
Condensed statement of financial position
As at 31 December 2022
31/12/2022 30/06/2022
Notes (unaudited) (audited)
GBP GBP
Current assets
Financial assets at fair value through profit or loss 6 132,691,338 94,813,088
Cash deposits 8,109,785 20,024,175
Trade and other receivables 106,733 102,659
Cash and cash equivalents 21,715,465 31,458,326
---------------- ----------------
Total assets 162,623,321 146,398,248
Equity
Share capital 991 968
Share premium 134,208,846 129,855,667
Share reserve - 4,341,639
Accumulated earnings 28,297,231 9,714,629
---------------- ----------------
Total equity 162,507,068 143,912,903
Current liabilities
Trade and other payables 7 116,253 2,485,345
---------------- ----------------
Total liabilities 116,253 2,485,345
---------------- ----------------
Total equity and liabilities 162,623,321 146,398,248
The notes on pages 9 to 11 form part of these interim financial
statements.
These interim financial statements were approved by the Board of
Directors on 7 February 2022 and were signed on their behalf
by:
Denham Eke
Director
Condensed statement of changes in equity
For the period ended 31 December 2022
Share Share Share reserve Retained
capital premium GBP earnings Total
GBP GBP GBP GBP
Balance at 01 July 2021
(audited) 799 91,278,407 7,394,360 1,356,250 100,029,816
Total comprehensive profit for
the period - - - 2,523,407 2,523,407
Issue of shares 138 31,830,969 - - 31,831,107
Share issue costs capitalised - (43,600) - - (43,600)
------------ ---------------- -------------- ---------------- ----------------
Balance at 31 December 2021
(unaudited) 937 123,065,776 7,394,360 3,879,657 134,340,730
Share Share Share reserve Retained
capital premium GBP earnings Total
GBP GBP GBP GBP
Balance at 01 July 2022 968 129,855,667 4,341,639 9,714,629 143,912,903
(audited)
Total comprehensive profit for
the period - - - 18,582,602 18,582,602
Issue of shares 23 4,353,179 (4,341,639) - 11,563
------------ ---------------- -------------- ---------------- ----------------
Balance at 31 December 2022
(unaudited) 991 134,208,846 - 28,297,231 162,507,068
The notes on pages 9 to 11 form part of these interim financial
statements.
Condensed statement of cash flows
For the period ended 31 December 2022
Period Period
ended ended
Notes 31/12/2022 31/12/2021
(unaudited) (unaudited)
GBP GBP
Cash flows from operating activities
Profit for the period 18,582,602 2,523,407
Purchase of investments (18,213,217) (19,423,481)
Proceeds from sale of investments - 696,456
Interest received - non-cash (495,788) (134,052)
Unrealised gains on investments 2 (19,374,741) (3,492,270)
Unrealised foreign exchange losses on investments (71,775) 245,537
-------------- --------------
Operating loss before changes in working capital (19,572,919) (19,584,403)
Change in trade and other receivables (4,076) 378,324
Change in trade and other payables (2,369,092) 87,813
-------------- --------------
Net cash flows from operating activities (21,946,087) (19,118,266)
Cash flows from financing activities
Proceeds from issue of shares 11,563 2,006,423
Share issue commissions paid - (43,600)
Cash interest received 277,273 -
-------------- --------------
Net cash flows from financing activities 288,836 1,962,823
Cash flows from investing activities
Bank deposits not considered cash and cash equivalents (net movement) 11,914,390 -
-------------- --------------
Net cash from investing activities 11,914,390 -
Decrease in cash and cash equivalents (9,742,861) (17,155,443)
Cash and cash equivalents at beginning of period 31,458,326 62,436,497
-------------- --------------
Cash and cash equivalents at the end of period 21,715,465 45,281,054
The notes on pages 9 to 11 form part of these interim financial
statements.
1 Significant accounting policies
Agronomics Limited (the "Company") is a company domiciled in the
Isle of Man. The address of the Company's registered office is 18
Athol Street, Douglas, Isle of Man, IM1 1JA.
The unaudited condensed financial statements of the Company (the
"Financial Information") are prepared in accordance with Isle of
Man law and International Financial Reporting Standards ("IFRS")
and their interpretations issued by the International Accounting
Standards Board ("IASB") and adopted by the European Union ("EU").
The financial information in this report has been prepared in
accordance with the Company's accounting policies. Full details of
the accounting policies adopted by the Company are contained in the
financial statements included in the Company's annual report for
the year ended 30 June 2022 which is available on the Group's
website: www.agronomics.im
The accounting policies and methods of computation and
presentation adopted in the preparation of the Financial
Information are consistent with those described and applied in the
financial statements for the year ended 30 June 2022. There are no
new IFRSs or interpretations effective from 1 July 2022 which have
had a material effect on the financial information included in this
report.
The unaudited condensed financial statements do not constitute
statutory financial statements. The statutory financial statements
for the year ended 30 June 2022, extracts of which are included in
these unaudited condensed financial statements, were prepared under
IFRS as adopted by the EU. The auditors' report on those financial
statements was unmodified.
The preparation of the Financial Information requires management
to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, income and expenses. Actual results could differ
materially from these estimates. In preparing the Financial
Information, the critical judgements made by management in applying
the Company's accounting policies and the key sources of estimation
uncertainty were the same as those that applied to the financial
statements as at and for the year ended 30 June 2022 as set out in
those financial statements.
The Financial Information is presented in Great British Pounds,
rounded to the nearest pound, which is the functional currency and
also the presentation currency of the Company.
2 Net income from financial instruments at fair value through profit and loss
31/12/2022 31/12/2021 31/12/2020 31/12/2019
(unaudited) (unaudited) (unaudited) (unaudited)
GBP GBP GBP GBP
Net unrealised gains on investments 19,374,741 3,492,270 479,010 84,262
Other income 495,788 136,746 31,625 -
-------------- -------------- -------------- --------------
Total investment income 19,870,529 3,629,016 510,635 84,262
3 Performance fee
31/12/2022 31/12/2021
(unaudited) (unaudited)
GBP GBP
Performance fee - -
Shellbay Investments Limited ("Shellbay") receives performance
fees for the provision of Mr James Mellon as Director of the
Company. Shellbay shall be entitled to an annual fee equal to the
value of 15% of any increase between the Company's net asset value
("NAV") on a per issued share basis at the start of a reporting
period and 30 June ("Closing NAV Date") each year during the term
of the New Shellbay Agreement, with the first reporting period
being from 1 July 2020 to 30 June 2021, and annually thereafter.
The opening and closing NAV for each period will be based on the
audited financial statements of the Company for the relevant
financial year, with the opening NAV for each reporting period
being the higher of (i) 5.86 pence per share (the highest annual
audited NAV per share since the Company adopted its current
investment policy and reported NAV per share in September 2019)),
and (ii) the highest NAV per share reported at a Closing Date for
the previous reporting periods during the term of the agreement
(establishing a rolling high-watermark for Shellbay to qualify for
such fee). Any increase in NAV per share will then be applied to
the total issued share capital at the end of the relevant period
for the purposes of determining the 15% fee. Any change in NAV per
share that arises from funds raised at a premium or discount to the
existing NAV per share will therefore be considered for the
purposes of calculating Shellbay's fee by reference to the annual
audited accounts (for clarity being an increase in respect of a
premium and a decrease in respect of a discount).
At the election of the Company, the Shellbay fee shall be
payable either in whole or in part by the issue of new shares at a
price equal to the mid-price on the last day of the relevant
Qualifying Period (being the Company's accounting year from 1 July
to 30 June) or grant of nil price warrants over shares; or in cash;
or (with the agreement of Shellbay), in cash-equivalents (such as
shares), and other assets held by the Company. No fees were payable
or accrued for the current period (31 December 2021: GBPnil). See
note 8 for further details.
4 Other operating costs
31/12/2022 31/12/2021 31/12/2019
(unaudited) (unaudited) (unaudited)
GBP GBP GBP
Auditors' remuneration 30,000 51,149 9,500
Insurance 19,741 9,031 3,544
Professional fees 292,586 577,849 518,388
Sundry expenses 457,900 131,334 31,350
-------------- -------------- --------------
Total other costs 800,227 769,363 577,782
The Company has no employee's other than the Directors.
5 Basic and diluted profit per share
The calculation of the basic earnings per share is based on the
earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the period.
The calculation of diluted earnings per share is based on the
basic earnings per share, adjusted to allow for the issue of
shares, on the assumed conversion of all dilutive share
options.
31/12/2022 31/12/2021
GBP GBP
---------------------------------------------------- ------------- -------------
Profit for the period 18,582,602 2,523,407
---------------------------------------------------- ------------- -------------
No. No.
---------------------------------------------------- ------------- -------------
Weighted average number of ordinary shares in issue 973,278,666 763,671,848
Dilutive effect of shares to be issued 435,440,939 435,479,836
---------------------------------------------------- ------------- -------------
Diluted number of ordinary shares 1,408,719,605 1,199,151,684
---------------------------------------------------- ------------- -------------
Basic earnings per share (pence) 1.91 0.33
---------------------------------------------------- ------------- -------------
Diluted earnings per share (pence) 1.32 0.21
---------------------------------------------------- ------------- -------------
6 Financial assets at fair value through profit or loss
A wholly owned subsidiary entity of the Company, Agronomics
Investment Holdings Limited ("the Subsidiary" or "AIHL"), holds the
majority of the portfolio of unquoted investments. Unquoted
investments were transferred by the Company into AIHL at their
respective carrying amounts. The investment in subsidiary is stated
at fair value through profit or loss in accordance with the IFRS 10
Investment Entity Consolidation Exception. The fair value of the
investment in Subsidiary is based on the period-end net asset value
of the Subsidiary. Additions and disposals regarding the investment
in subsidiary are recognised on trade date.
31/12/2022 30/06/2022
(unaudited) (audited)
GBP GBP
Quoted 200,350 250,691
Unquoted 9,026,792 6,795,650
Investment in subsidiary 123,464,196 87,766,747
-------------- --------------
132,691,338 94,813,088
The composition of the investments held, both directly and
indirectly through the Subsidiary in the underlying portfolio, is
as follows:
31/12/2022 30/06/2022
(unaudited) (audited)
GBP GBP
Equities 120,165,572 84,942,939
Convertible loan notes and SAFEs* 12,525,766 9,870,149
-------------- --------------
132,691,338 94,813,088
* A SAFE is a Simple Agreement for Future Equity. SAFE
Agreements have similar characteristics to Convertible Loans and
are designed to provide an early investor with an "edge" ahead of a
larger planned funding. The edge is typically conversion of funds
advanced for new equity at a discount to the subsequent raise.
7 Trade and other payables
31/12/2022 30/06/2022
(unaudited) (audited)
GBP GBP
Provision for audit fee 25,490 55,000
Trade creditors 90,763 149,071
Provision for Shellbay fee - 2,281,274
------------ ------------
116,253 2,485,345
During the period, the fee due to Shellbay was settled in full.
See note 8.
8 Related party transactions
Under an agreement dated 1 December 2011, Burnbrae Limited, a
company related to both Jim Mellon and Denham Eke, provide certain
services, principally accounting and administration, to the
Company. This agreement may be terminated by either party on three
months' notice. The Company incurred a total cost of GBP15,000
(period ended 31 December 2021: GBP18,000) during the period under
this agreement of which GBP3,000 was outstanding as at the period
end (30 June 2022: GBP3,000).
Under an updated agreement dated May 2021, Shellbay Investments
Limited, a Company related to both Jim Mellon and Denham Eke,
provide the services of Jim Mellon as Director of the Company.
No fees were payable or accrued for the current period (31
December 2021: GBPnil). See note 3 for further details.
During the period, the Shellbay fee due at 30 June 2022 was
settled in full, with the issuance of 14,257,963 new ordinary
shares, and a cash payment of GBP2,281,274.
In accordance with the Company's published investment strategy,
Mr Mellon may co-invest alongside the Company in certain
investments and, accordingly, he has direct and indirect interests
in other investments held by the Company.
9 Commitments and contingent liabilities
There are no known commitments or contingent liabilities as at
the period end.
10 Events after the reporting date
To the knowledge of the Directors, there have been no material
events since the end of the reporting period that require
disclosure in the condensed interim financial statements.
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END
IR FLFSRFEIDIIV
(END) Dow Jones Newswires
February 08, 2023 02:00 ET (07:00 GMT)
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