TIDMHELD
RNS Number : 1055Y
Hellenic Dynamics PLC
28 December 2023
28 December 2023
Hellenic Dynamics Plc
("HELD" or "the Company")
Interim Results for the six months ended 30 September 2023
London, 28 December 2023: Hellenic Dynamics Plc (LSE: HELD), a
medical cannabis cultivator with a dedicated focus on producing
tetrahydrocannabinol ("THC") dominant strains of medical cannabis
flowers for the fast growing global medical cannabis markets,
announces its half-yearly results for the six months ended 30
September 2023 (the "Period") .
Operational highlights for the period
-- Received a European Union grant of EUR EUR304,425 via the EU
Horizon Europe project, as the only medical cannabis cultivator.
The overall budget for this EU Horizon Europe is just under EUR
EUR9 million over a period of 36 months. Hellenic Dynamics
consortium consists of 29 partners from 11 countries including
Kingston University, Queen Mary University of London, and Fujitsu
Technology solutions
-- Entered into a five-year memorandum of understanding ("MoU")
with ELGO-DIMITRA, the Institute of Plant Breeding and Genetic
Resources, a public sector entity functioning under the Greek
Ministry of Agriculture, Development and Food located near
Thessaloniki, Greece. The MOU set out the intentions of
ELGO-DIMITRA and the Company to collaborate on future projects and
research, including the registration of medical cannabis genetics
for European intellectual property ("IP") ownership
-- Developed and implemented the Company's Product Outsourcing
and Development ("POD") cultivation strategy and signed an MOU with
Demecan Holdings, a trading name of Deutsche Medizinalcannabis
GmbH, for the cultivation and supply of medical cannabis
flowers
-- Signed an exclusive agreement with Nine Lions Bioscience
Corp, a renowned Canadian-based supplier of cannabis genetics, for
the exclusive European cultivation of unique high THC medical
cannabis flowers
-- Successfully passed all resolutions with an average of 99.93%
of votes at the enlarged Company's first Annual General Meeting,
including the re-appointment of all directors
Operational highlights for post period-end
-- Completed the construction of the Company's state of the art,
fully indoor and climate-controlled cultivation facilities, at a
significant low cost
-- Elgo Dimitra, the public research institute overseen by the
Greek Ministry of Agriculture successfully began the cultivation of
medical cannabis flowers for Hellenic Dynamics
-- Published a new Company presentation and Facility
Presentation, showcasing the position of the Company and the work
completed during and post the period
-- Entered into a five year MOU with The Laboratory of Molecular
Pharmacology, Department of Pharmacy of The University of Patras to
collaborate to develop joint scientific research projects, with the
intention to focus on cannabis-based molecules to be used for
clinical trials with a view to cultivate plants to be used by large
pharmaceutical companies
-- Signed a mezzanine loan facility of up to USD EUR3 million
with international financial institution Riverfort Global
Opportunities
-- Successfully completed a capital reorganization and re-issue
of 125,300,000 shares with a nominal value of GBP0.001
Financial highlights for the period
Cash at 31 March 2023 of GBP2,117,159, with current cash as at
30 September 2023 of GBP195,780.
Davinder Rai, CEO of Hellenic Dynamics plc, commented:
"The interim period and post period has been one of significant
strategic progress, culminating in the completion of what I truly
believe to be one of the most sophisticated cultivation facility in
Europe or even further. The indoor, fully climate and light
controlled facility utilises some of the most high-tech equipment
in the industry. Included in the development of Hellenic's new
195,506 square meter facility the team has completed the
construction of a new office, a security building, completed the
installation of over 90 motion sensing cameras around a new
rehabilitated 3km of perimeter fencing, construction and fit out of
a new propagation building utilising Priva technology and the
completion of our state of the art cultivation bunkers. This is in
addition to the installation of new power substations, drilling of
bore holes and the connection of utilities across the site. All of
this is testament to the hard work and dedication of our team, all
whilst maintaining an exceptionally low cost base. I would like to
thank our investors and shareholders for their continued support
and I look forward to the issue of our annual report next year and
the generation of revenues."
The Directors of the Company accept responsibility for the
content of this announcement.
Enquiries:
Hellenic Dynamics Plc +44 (0)20 3818 7850
Davinder Rai davinder@hellenicdynamics.com
Cairn Financial Advisers
Emily Staples / Jo Turner
Peterhouse Capital - Corporate
Brokers +44 (0)20 7213 0880
Lucy Williams / Charles Goodfellow +44 (0)20 7469 0930
About Hellenic Dynamics Plc
Founded in 2019, Hellenic Dynamics is specifically focused on
the cultivation and supply of THC ("tetrahydrocannabinol") -
dominant strains of medical cannabis flowers, destined for the
growing medical cannabis markets across Europe. Hellenic Dynamics'
core strategy is to develop and operate its 40,000 square metre
active cultivation licence from its 195,506 square metre facility
located near Thessaloniki in Northern Greece. In full production,
Hellenic Dynamics is capable of producing over 54,000 kg of dried
flowers per annum.
Hellenic Dynamics will take advantage of its relatively low cost
base resulting from a comparatively low cost of power, having its
own running water supply and the labour rates for skilled and
semi-skilled labour in Northern Greece.
26 European countries now allow medical cannabis via
prescription and the European cannabis market is expected to reach
EUR17.39 billion per annum by 2028. Sales of Hellenic Dynamics'
dried THC-dominant cannabis flowers and extracts are initially
intended for export into Europe's largest market - Germany, in
addition to other European markets including domestically in
Greece.
As the first medical cannabis cultivator to obtain a listing on
the main market for listed securities of the London Stock Exchange,
Hellenic is significantly different to the number of CBD
(Cannabidiol) related companies that have appeared over the recent
years. Hellenic Dynamics cultivates THC-dominant medical cannabis
flowers. THC-dominant medical cannabis products are only available
via a medical prescription. Medicinal cannabis has been approved
for use both in the United Kingdom and Germany, plus 24 other
European countries, for conditions including but not limited to
chronic pain, intractable chemotherapy-related nausea, anxiety,
insomnia, Tourette's syndrome, substance use disorder, multiple
sclerosis, IBS, spinal cord treatment, lack of appetite due to
HIV/AIDS, cachexia, anorexia and glaucoma.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
Chairman's statement
The Company has achieved a number of significant milestones
during the period ended 30 September 2023 and post period. Having
completed the Reverse Takeover ("RTO") and gaining Admission to the
London Stock Exchange's Main Market for Listed Securities on 5
December 2022. I am extremely pleased that following the
inheritance of the Company's issued share capital and Articles of
Association ("AoA"), we have successfully completed a capital
restructure and adopted new AoA, more in line with the Company and
its future.
Aside from the restructuring of the Company, the work completed
at the nearly 200,000 square meter facility is world leading in
terms of medical cannabis cultivation, especially when we consider
the extremely low associated costs. I very much look forward to the
generation of revenues during 2024 and executing on a number of the
Company's Agreements.
I would like to take this opportunity to thank our team and our
shareholders for their continued support.
Sir Anthony Jolliffe
Non-executive Chairman
28 December 2023
Condensed statement of comprehensive income
For the six months ended 30 September 2023
6 months to 30 September 2023 6 months to 30 September 2022
(unaudited) (unaudited)
GBP GBP
Revenue - -
Cost of sales - -
------------------------------ ------------------------------
Gross profit - -
Administrative expenses (956,782) (167,758)
------------------------------ ------------------------------
Operating loss (956,782) (167,758)
Net finance costs (486) (131)
------------------------------ ------------------------------
Loss before income tax (957,268) (167,889)
Income tax expense - -
------------------------------ ------------------------------
Loss for the period (957,268) (167,889)
Other comprehensive income
Exchange differences on translating foreign
operations (7,805) (15,589)
------------------------------ ------------------------------
Total other comprehensive income for the period (7,805) (15,589)
------------------------------ ------------------------------
Loss for the period and total comprehensive
income (965,073) (183,478)
============================== ==============================
Earnings per share
Basic earnings per share (0.008p) (0.002p)
There are no recognised gains and losses other than those
passing through the Statement of Comprehensive Income.
Condensed statement of financial position
As at 30 September 2023
30 September 2023 31 March 2023
(Unaudited) (audited)
Note GBP GBP
ASSETS
Non-current assets
Intangible assets 8,246 8,814
Property, plant and equipment 9 1,035,641 632,244
Right-of-use assets 264,993 317,583
Other receivables 3,038 3,085
------------------- --------------
1,311,918 961,726
------------------- --------------
Current assets
Other receivables 422,686 186,896
Cash and cash equivalents 195,780 2,117,159
618,466 2,304,055
------------------- --------------
TOTAL ASSETS 1,930,384 3,265,781
=================== ==============
EQUITY AND LIABILITIES
Share capital and reserves
Issued share capital 10 14,800,182 14,800,182
Share premium 10 2,971,570 2,971,570
Merger reserve 20,828,894 20,828,894
Reverse acquisition reserve (31,497,974) (31,497,974)
Convertible loan notes reserve - 41,305
Capital redemption reserve 7,500 7,500
Share based payment reserve 157,302 62,921
Retained earnings (6,498,080) (5,533,007)
------------------- --------------
TOTAL EQUITY 769,394 1,681,391
------------------- --------------
Current liabilities
Trade and other payables 11 614,544 654,990
Provisions 212,175 212,175
Lease liabilities 78,423 80,530
------------------- --------------
905,142 947,695
------------------- --------------
Non-current liabilities
Lease liabilities 255,848 303,000
Loan notes - 333,695
------------------- --------------
255,848 636,695
------------------- --------------
TOTAL LIABILITES 1,160,990 1,584,390
------------------- --------------
TOTAL EQUITY & LIABILITIES 1,930,384 3,265,781
=================== ==============
Co ndens ed s tat e m ent of changes in equity
Fo r the six m onths ended 30 September 2023
Share Share Share Merger Reverse Convertible Capital Retained Total
capital premium based reserve acquisition loan note redemption earnings
payment reserve reserve reserve
reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
----------- ---------- -------- ----------- ------------- ------------ ----------- ------------ ------------
At 30
September
2022 232,211 902,610 - - - - - (980,320) 154,501
----------- ---------- -------- ----------- ------------- ------------ ----------- ------------ ------------
Shares issued
during the
period 263,333 526,667 - - - - - - 790,000
Transfer to
reverse
acquisition
reserve (232,211) (902,610) - - 1,134,821 - - - -
Recognition of
PLC equity
at
acquisition
of subsidiary 4,122,400 2,816,208 - - (1,389,452) - 7,500 - 5,556,656
Issue of
shares for
the
acquisition
of subsidiary 10,414,449 - - 20,828,894 (31,243,343) - - - -
Equity element
of
convertible
loan notes - - - - - 41,305 - - 41,305
Cost of share
issue - (371,305) - - - - - - (371,305)
Share based
payment - - 62,921 - - - - - 62,921
Total
comprehensive
loss for
the period - - - - - - - (4,552,687) (4,552,687)
----------- ---------- -------- ----------- ------------- ------------ ----------- ------------ ------------
At 31 March
2023 14,800,182 2,971,570 62,921 20,828,894 (31,497,974) 41,305 7,500 (5,533,007) 1,681,391
----------- ---------- -------- ----------- ------------- ------------ ----------- ------------ ------------
Total
comprehensive
loss for
the period - - - - - - - (965,073) (965,073)
Share based
payment - - 94,381 - - - - - 94,381
Repayment of
convertible
loan
notes - - - - - (41,305) - - (41,305)
---------- -------- ----------- ------------- ------------
At 30
September
2023 14,800,182 2,971,570 157,302 20,828,894 (31,497,974) - 7,500 (6,498,080) 769,394
=========== ========== ======== =========== ============= ============ =========== ============ ============
Condensed cash flow statement
For the six months ended 30 September 2023
6 months to 6 months to
30 September 2023 30 September 2022
(unaudited) (unaudited)
GBP GBP
Cash from operating activities:
Loss before taxation (957,268) (167,889)
Adjusted for:
Depreciation 56,311 24,788
Share based payment expense 94,381 -
Finance costs 486 131
Foreign exchange movements 6,992 1,653
-------------------- -------------------
Operating cashflow before working capital movements (799,098) (141,317)
(Increase)/ decrease in trade and other receivables (235,743) 16,712
(Decrease)/ increase in trade and other payables (40,446) 117,029
Finance costs (486) (131)
Taxation paid - -
Net cash (outflow)/inflow from operating activities (1,075,773) 7,707
-------------------- -------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (421,346) (779)
Net cash flows from / (used) in investing activities (421,346) (779)
-------------------- -------------------
Cash flows from financing activities:
Repayment of convertible loan notes (375,000) -
Payment of lease liabilities (49,260) -
Net cash flows from financing activities (424,260) -
==================== ===================
Net (decrease)/increase in cash and cash equivalents (1,921,379) (8,486)
Cash and cash equivalents brought forward 2,117,159 14,104
-------------------- -------------------
Cash and cash equivalents carried forward 195,780 5,618
==================== ===================
For the purposes of the cash flow statement, cash and cash
equivalents comprise the following:
As at 30 September 2023 As at 30 September 2022
GBP GBP
Cash at bank and in hand 195,780 5,618
Bank overdraft - -
195,780 5,618
======================== ========================
1. Corporate information
The interim condensed financial statements of Hellenic Dynamics
Plc ("the Company") for the six months ended 30 September 2023 were
authorised for issue in accordance with a resolution of the
directors on 28 December 2023.
The Company and its subsidiary ("the Group") have a principal
activity of the cultivation and supply of medical cannabis flowers.
The address of its registered office is 21 Arlington Street,
London, SW1A 1RN.
Hellenic Dynamics Plc is a limited company, incorporated in
England and Wales, whose shares are publicly traded on the London
Stock Exchange in the standard segment.
2. Notes to the Interim Report
B a s is of preparation
T h e Company's half-yearly f i n a ncial state m e n ts f or
the s ix m o n t hs en ded 30 September 2023 were auth orised f or
is s ue by the directors on 28 December 2023.
T h e half-yearly fin a ncial state men t s, w hich are u nau
dited, do n ot con stit ute s tatuto ry accou n ts wit h in t he
meaning of Section 434 of t he C o m p a nies Act 2006. T he
statuto ry accou nts f or t he year en ded 31 March 2023 have been
filed with t he Regis t rar of Co m panies at C o m panies Hou se.
T he au dit report on t he statuto ry accou n ts f or the year en
ded 31 March 2023 was u n q ualified and did n ot co ntain a ny
state men ts un der Section 498 (2) or ( 3) of the C o m panies Act
2006.
On 5 December 2022, the Company acquired Hellenic Dynamics S.A.
via a reverse takeover which resulted in the Company becoming the
ultimate holding company of the Group. The transaction was
accounted for as a reverse acquisition since it did not meet the
definition of a business combination under IFRS 3. The comparatives
within the condensed statement of comprehensive income and
condensed statement of changes in equity and the condensed cashflow
statement represent that of the legal subsidiary and accounting
acquirer, Hellenic Dynamics S.A. for the interim period to 30
September 2022 and not that of Hellenic Dynamics Plc. The interim
financial statements as at 30 September 2022 reflected the figures
of Hellenic Dynamics Plc as it was prior to the reverse
takeover.
T h e annu al f i n a ncial state m e nts of the Company f or
the year en ded 31 March 2024 w ill be prepar ed in accordance with
UK-adopted international accounting standards in conformity with
the requirements of the Companies Act 2006, IFRIC Interpretations
and with those parts of the Companies Act 2006 applicable to
companies reporting under UK-adopted IAS. Accordin g l y, these
inter im f i nan cial state ments h a ve been prepared us i ng
accou nti ng policies con siste nt with t h o se w hich will be
adopted by t he Company in t he f i nancial state m e nts a nd in
co m pliance with IAS 34 " I nter im finan cial reporting".
The functional currency for each entity in the Group is
determined as the currency of the primary economic environment for
which it operates. The functional currency of the parent company,
Hellenic Dynamics PLC, is Pounds Sterling (GBP). The functional
currency of its subsidiary, Hellenic Dynamics S.A., is the Euro
(EUR). The Group has chosen to present its consolidated financial
statements in Pounds Sterling (GBP), as the Directors believe it is
a more appropriate presentational currency of the users of the
consolidated financial statements. Foreign operations are included
in accordance with the policies set out in the Annual Report and
Accounts.
T h e inter im f i n a ncial state men ts have been prepared in
accordance w ith the acco unti ng policies set o ut in the ann ual
fin a ncial state men ts f or the year en ded 31 March 2023.
New standards, amendments and interpretations adopted by the
Group
There are no accounting pronouncements which have become
effective from 1 April 2023 that have a material impact on the
Company's interim condensed financial statements.
New standards, amendments and interpretations adopted not yet by
the Group
The standards and interpretations that are relevant to the
Group, issued, but not yet effective, up to the date of these
interim Financial Statements have been evaluated by the Directors
and they do not consider that there will be a material impact of
transition on the financial statements.
3. Significant accounting policies
The interim condensed financial statements have been prepared in
accordance with the accounting policies adopted in the Company's
most recent annual financial statements for the year ended 31 March
2023.
4. Going concern
The interim financial statements are prepared on a going concern
basis which the directors believe to be appropriate. At the balance
sheet date, the company had total assets of GBP1,930,384 and a cash
balance of GBP195,780. Subsequent to the period ended 30 September
2023 the Company secured a mezzanine draw down loan facility of USD
EUR3million, which will support the current plans of the group. The
Directors believe that the Company will be able to meet its
obligations as they fall due.
5. Estimates and judgements
The judgements, estimates and assumptions applied in the interim
condensed financial statements, including the key sources of
estimation uncertainty, were the same as those applied in the
Company's last annual financial statements for the year ended 31
March 2023.
6. Risks and uncertainties
The Directors continuously assess and monitor the key risks of
the business. The key risks that could affect the Group's
performance and the factors that mitigate those risks have not
substantially changed from those set out in the Group's most recent
annual financial statements for the year ended 31 March 2023.
7. Segmental Reporting
For management purposes the Group is organized into business
units based on its products and services and has two reportable
segments, as follows;
-- Medical Cannabis Supply - Cultivation and supply of medicinal cannabis flowers
-- Head Office - The provision of management services of the Group
The Executive Management Committee is the Chief Operating
Decision Maker (CODM) and monitors the operating results of its
business units separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance
is evaluated based on profit or loss and is measured consistently
with profit or loss in the consolidated financial statements. Also,
the Group's financing (including finance costs, finance income and
other income) and incomes are managed on a Group basis and are not
allocated to operating segments. Transfer prices between operating
segments are on an arm's length basis in a manner similar to
transactions with third parties.
Segmental operating performance
Six months to 30 September 2023 Six months to
(unaudited) 30 September 2022 (unaudited)
Segmental revenue PBT Segmental revenue PBT
GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- ---------------------- ---------
Medicinal Cannabis Supply - (154) - (168)
Head Office - (803) - -
- (957) - (168)
Inter-segmental revenue and unallocated - -
costs - -
------------------------ ---------- ---------------------- ---------
- (957) - (168)
================================================================== ========== ====================== =========
Business segments assets and liabilities
30 September 2023 31 March 2023
(unaudited) (audited)
Segment assets Segment liabilities Segment assets Segment liabilities
GBP'000 GBP'000 GBP'000 GBP'000
--------------- --------------------
Medical Cannabis
Supply 1,715 423 1,019 592
Head Office 215 738 2,247 992
1,930 1,161 3,266 1,584
=============== ==================== =============== ====================
8. Property, plant and equipment
During the six months ended 30 September 2023, the Group
acquired assets with a cost of GBP421,346 (Sept 2022 - GBP779).
9. Share Capital
30 September 2023 31 March 2023
---------------------------- ----------------------------
Number GBP Number GBP
Allotted, called
up and fully paid
Ordinary shares of
0.1p each 12,530,000,000 12,530,000 12,530,000,000 12,530,000
Founder shares of
GBP1 each 2,270,182 2,270,182 2,270,182 2,270,182
----------- -----------
14,800,182 14,800,182
=========== ===========
The ordinary shares have attached to them fully voting,
dividend, and capital distribution rights (including on a winding
up). The ordinary shares do not confer any right of redemption.
2,270,182 Founder shares were issued in 2016. The founder shares
are not quoted and do not carry a right to vote or to receive a
dividend.
Warrants
During the period, 125,000,000 warrants lapsed as a result of
the repayment of the convertible loan notes. As at 30 September
2023, there were 312,784,810 warrants outstanding.
Share Options
All of the options are equity settled and the charge for the
period is GBP94,381 (Sept 2022 - GBPNil). As at 30 September 2023,
the were 1,282,688,148 share options outstanding.
10. Trade and other payables
During the period, convertible loan notes amounting to
GBP375,000 were repaid. The equity element of the convertible loan
note amount to GBP41,305 was reversed.
11. Related party transactions
At the end of the period, an amount GBP14,353 was owed by a
director (Mar 2023 - GBP14,353).
12. Subsequent events
Subsequent to the year end the company undertook a capital
reorganisation by consolidating every 100 Existing Ordinary Shares
held into one Ordinary Share of GBP0.01 each, followed by a share
subdivision and reclassification of each Consolidated Share into 99
Deferred Shares and one new Ordinary Share of GBP0.001 each.
The New Ordinary Shares have the same rights as the Existing
Ordinary Shares including voting, dividend and other rights.
The Deferred Shares have no right to vote or participate in the
capital of the company save in respect of insolvency.
Subsequent to the year end the company entered into a $3 million
unsecured loan facility for a 36 month term of which $450,000 has
been advanced. The annual interest rate payable is 15% per annum.
4,249,291 warrants have been granted to the lender exercisable at
9.884p for 36 months.
13. Statement of Directors' responsibilities
The Directors of Hellenic Dynamics plc are set out on page 3 of
this report. We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted
for use in the UK.
-- the interim management report includes a fair review of the information required by;
o DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
o DTR 4.2.8R if the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
By order of the Board
Davinder Rai
Chief Executive Officer
28 December 2023
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