TIDMKNB

RNS Number : 8673P

Kanabo Group PLC

22 October 2021

Kanabo Group PLC

Half Yearly Report (Unaudited)

For the Period Ended 30 June 2021

Kanabo Group plc ("Kanabo" or the "Company") announces today its Interim results for the period ended 30 June 2021.

Period Highlights

-- The company completed the Reverse Take-Over of Kanabo Research Ltd on 16 February 2021 and raised GBP6.0 million gross through a placing and subscription. For additional information regarding the Reverse Take-Over transaction refer to note 7.

-- On 24 May 2021, the company raised an additional GBP1.0 million and used GBP750,000 of the funds to make a Pre-IPO acquisition investment in Hellenic Dynamics S.A.

   --      A further GBP374,000 was raised during the period from the exercise of warrants. 
   --      The Company's cash balance at the end of the period was GBP5.9 million. 

Post-Period Highlights

-- In July 2021, Kanabo signed a non-binding term sheet with Materia, to acquire Materia's European businesses. The proposed acquisition is to be fully satisfied through the issue of Kanabo shares.

-- The first shipment of medical cannabis cartridges for distribution through LYPHE Group clinics and dispensaries was delivered.

 
 Kanabo Group Plc 
 Meirav Horn                           Via Vox Markets 
 
 Peterhouse Capital Ltd 
 Eran Zucker / Guy Miller (Financial   Tel: +44 (0)20 7469 0930 
  Adviser) 
 Lucy Williams / Charles Goodfellow    Tel: +44 (0)20 7469 0930 
  (Corporate Broker) 
 
 Vox Markets (Investor Relations) 
 Kat Perez                             KanaboGroup@voxmarkets.co.uk 
 

About Kanabo Group Plc

Kanabo Group Plc is an R&D company currently selling a range of THC-Free Retail CBD Products in the Primary Markets and is in the process of developing further Medical Cannabis Products. The company's core strategy is to increase revenues from the sale of its Retail CBD Products in the wellness sector and to grow the Kanabo brand through its marketing initiatives. Learn more here; https://www.voxmarkets.co.uk/listings/LON/KNB/

Chairman's Review

This has been an exciting half year for Kanabo. Our reverse takeover of Kanabo Research Limited was successfully completed on 16 February 2021 and the Company raised gross proceeds of GBP6M. Additionally, on 24 May 2021 the company raised GBP1M to fund a Pre-IPO acquisition investment in Hellenic Dynamics S.A.

The Board remains committed to executing our strategy of leading the global evolution of the cannabis industry by building an integrated platform that will generate value from new product development through to production and distribution. Thanks to the steadfast commitment and dedication of our people, we are making significant progress in the execution of this strategy.

We have also strengthened our board with the appointment of Dr Daniel Poulter MP as a Non-Executive Director. Daniel's knowledge and insight into, both, UK health service provision, and cannabis regulation has been (and will continue to be) invaluable to the Board.

The Company's pre-revenue status is reflected in the operating loss of GBP1.2m for the six-month period under review as it continued to lay the foundations for a successful full year and beyond. The total loss for this period was GBP2.4m, largely due to the one-off costs associated with the reverse acquisition.

Our balance sheet is strong and the Company finished the period with cash reserves of GBP5.9m as of 30 June 2021.

Strategy Summary

 
 
   Leading the global evolution of the medical cannabis industry 
   by building an integrated platform that will generate value 
   from product development through to production and distribution. 
 
 PRODUCT DEVELOPMENT   Kanabo's research centre in Israel is a fully licensed 
                        lab for the development of medical devices and medical 
                        cannabis formulations. The Company focuses on the 
                        development of new innovative delivery methods and 
                        cannabis formulations for specific indications. 
                      ------------------------------------------------------------- 
 PRODUCTION            Kanabo will continue to build relationships with 
                        production partners to ensure the supply of our products 
                        to the Company's key markets. Kanabo provides its 
                        production partners with the necessary know-how, 
                        IP and production protocol in addition to the production 
                        equipment. Integral to this is the retention of full 
                        control over all aspects of product quality via 3rd 
                        party testing of raw materials and end products. 
                      ------------------------------------------------------------- 
 SUPPLY CHAIN          The Company continues to develop its strategic relationships 
  &                     with cultivators of high quality which provide sustainable 
  DISTRIBUTION          and consistent raw materials. This will ensure the 
                        Company is able to secure the supplies needed, without 
                        becoming a cultivator. 
                        Kanabo will establish multiple channels in its primary 
                        markets both in the wellness and the medical markets. 
                        The Company believes that having significant control 
                        over the 'last-mile' is key for brand building and 
                        sustainable growth. 
                      ------------------------------------------------------------- 
 

Highlights

 
 
 PRODUCT DEVELOPMENT   On 22 September 2021 the company launched a new wellness 
                        product line in the UK's CBD market. The product 
                        was developed in Kanabo's research centre and is 
                        patent pending. Kanabo's unique IP is based on a 
                        formulation that can improve sleep quality, promote 
                        calmness, and may ease discomfort. 
 
                        In addition, the Company developed and launched the 
                        first medical cannabis vape formula in the UK, that 
                        will initially target pain management. It is based 
                        on a formula developed and tested in Israel. 
                        Our Partnership Agreement with Jupiter Research to 
                        license Jupiter's technology for the VapePod device 
                        has also moved forward even though physical audits 
                        for medical device certifications during the COVID-19 
                        pandemic have been severely limited. Progress has 
                        been made having completed the first successful audit; 
                        the producer obtained the ISO 13485:2016 certification 
                        of its Quality Management System for medical devices, 
                        a crucial step in meeting the requirements. The company 
                        is expected to have the second audit stage commence 
                        in the near future. 
                      ------------------------------------------------------------- 
 PRODUCTION            PharmaCann 
 
                        On 9 March 2021, the Company signed a Joint Venture 
                        with PharmaCann Polska. PharmaCann, based in Warsaw, 
                        is a part of the PHCANN International Group and has 
                        a fully licensed medical cannabis compound in Skopje, 
                        North Macedonia. The compound comprises both an indoor 
                        cultivation facility and an EU-GMP standard extraction 
                        facility for the production of products based on 
                        cannabinoids. 
 
                        The Joint Venture establishes Kanabo's first medical 
                        cannabis production line in the EU with initial production 
                        capacity of up to 36,000 cartridges per month, and 
                        the ability to further increase production when necessary. 
 
                        Pure Origin 
 
                        On 20 May 2021, the Company signed a supply agreement 
                        with Pure Origin Ltd and its affiliates to manufacture, 
                        package and deliver the Kanabo wellness product line 
                        from their EU GMP licensed facility in Wales. 
 
                        Under the agreement, Pure Origin will establish a 
                        dedicated production line with an initial capacity 
                        of 44,000 units a month and the ability to further 
                        increase production when necessary. 
 
                        The PharmaCann and Pure Origin relationships add 
                        significant production capacity to the CBD wellness 
                        business while retaining full control over product 
                        quality and distribution of Kanabo's tamper proof 
                        cartridges. 
                      ------------------------------------------------------------- 
 SUPPLY CHAIN          Hellenic 
  & DISTRIBUTION 
                        On May 24, 2021, the Company completed a strategic 
                        investment in Hellenic Dynamics S.A ("Hellenic"). 
                        Hellenic is a medical cannabis cultivator with a 
                        substantial facility in Northern Greece. This investment 
                        (GBP750,000) is a precursor to, subject to regulatory 
                        approvals, a preferred supply agreement for up to 
                        1,000kg per year of EU GMP certificated cannabis 
                        flowers with pre-defined THC or CBD contents. 
 
                        Medocan 
 
                        On October 7,2021, the Company concluded a strategic 
                        development agreement with Medocann Pharma Ltd.. 
                        Under this agreement the parties will combine Kanabo's 
                        preclinical data on the effect of cannabis on different 
                        illnesses with Medocann's genetics bank, breeding 
                        and strain development expertise. 
 
                        Medocann is an established producer of medical-grade 
                        cannabis products with an indoor hydroponic facility 
                        located in central Israel and a library of proprietary 
                        cannabis genetics all grown in a fully controlled 
                        environment, without the use of pesticides or insecticides. 
                        Medocann has an IMC GAP license for commercial propagation 
                        and commercial cultivation and is currently selling 
                        their premium products in Israel. 
 
                        Astral Health 
 
                        On 23 February 2021, Kanabo signed its first UK medicinal 
                        cannabis distribution agreement. Astral Health Limited 
                        (part of LYPHE Group) will distribute Kanabo's VapePod 
                        medicinal cannabis formula under the brand NOIDECS. 
                      ------------------------------------------------------------- 
 

Looking ahead

On 26 July 2021, Kanabo announced the proposed acquisition of Materia to be satisfied wholly through the issue of Kanabo shares. This will be a transformational acquisition for Kanabo, bringing senior level management expertise in the cannabis agri-chem industry and an EU GMP licensed production facility in Malta from which the Company intends to supply its key markets including Germany and the UK.

The facility in Malta has the ability to process around 6,000kg of cannabis flowers from dozens of cultivators which, at capacity and based on current market rates, could deliver revenues of around GBP30M per annum.

The growing relationship between Kanabo and Materia has already borne fruit with the launch of Kanabo's products on one of the leading online marketplaces for CBD, HandpickedcCBD.com, which is wholly owned by Materia.

Whilst the nature and structure of this acquisition makes it particularly complex, I am pleased to report that good progress is being made.

In addition to the acquisition of Materia, the Company is also pursuing other opportunities with the potential to add supply and production capacity or to expand Kanabo's routes to markets.

Thank you for your support of our company. I look forward to updating you again in the near future.

Non-Executive Chairman

David Tsur

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors confirm that these condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' as adopted by the United Kingdom and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the first six months 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 financial year; and

-- material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

STATEMENTS OF FINANCIAL POSITION

 
                                            June 30    December 
                                                          31 
                                          ----------- 
                                          2021   2020    2020 
                                          -----  ----  -------- 
                                            Unaudited Audited 
                                          --------------------- 
                                    Note        GBP '000 
                                    ----  --------------------- 
ASSETS 
 
 
 NON-CURRENT ASSETS: 
   Property, plant and equipment             34    17        13 
   Long term deposits                        13    16        14 
   Investment                        8      750     -         - 
                                                    - 
                                          -----  ----  -------- 
                                            797    33        27 
                                          -----  ----  -------- 
 CURRENT ASSETS: 
    Cash and cash equivalents             5,945   429       380 
    Short-term deposit                        7     5         5 
    Trade receivables                         4     3         - 
    Other accounts receivable                85    19        33 
    Inventories                              59    40        27 
 
                                          6,100   496       445 
                                          -----  ----  -------- 
 
 
                                          6,897   529       472 
                                          =====  ====  ======== 
 

The accompanying notes are an integral part of the interim consolidated financial statements.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 
                                                        June 30,          December 
                                                                             31, 
                                                   ------------------- 
                                                     2021       2020        2020 
                                                   ---------  --------   ---------- 
                                                        Unaudited        Audited 
                                                   -------------------   -------- 
                                            Note               GBP '000 
                                            -----  -------------------------------- 
LIABILITIES AND EQUITY 
 
 NON-CURRENT LIABILITIES: 
     Severance pay, net                                    -         3            - 
                                                   ---------  --------   ---------- 
 
                                                           -         3            - 
 
 CURRENT LIABILITIES: 
    Trade payables                                        33         5           20 
    Employee and related payables                         95        42           34 
    Accrued expenses and other accounts 
    payables                                  9          120         6           33 
    Loan                                                   -       313          424 
 
                                                         248       366          511 
                                                   ---------  --------   ---------- 
 
                                                         248       369          511 
                                                   ---------  --------   ---------- 
 EQUITY (DEFICIT) ATTRIBUTABLE 
  TO EQUITY HOLDERS OF THE COMPANY: 
    Share capital                            11        9,213         -            - 
    Share premium                                     14,189    2,05 9        2,098 
    Reserve from share-based payment 
     transactions                                        267       807          805 
    Reverse acquisition reserve               7     (12,468)         -            - 
    Foreign Currency reserve                              30        82           75 
    Retained earnings (accumulated 
     deficit)                                        (4,582)   (2,788)      (3,017) 
 
 Total equity (deficit)                                6,649       160         (39) 
                                                   ---------  --------   ---------- 
 
                                                       6,897       529          472 
                                                   =========  ========   ========== 
 
 

- represent amount less than one GBP

The accompanying notes are an integral part of the interim consolidated financial statements.

 
  20 October, 2021 
--------------------        --------------- 
  Date of approval            David Tzur 
       of the 
financial statements        Chairman of the 
                                 board 
 

STATEMENTS OF PROFIT OR LOSS

 
                                                                          For the 
                                                                         year ended 
                                                                          December 
                                               For the 6 months ended        31, 
                                              ------------------------  ------------ 
                                                     Unaudited            Audited 
                                              ------------------------  ------------ 
                                                  2021         2020         2020 
                                              -------------  ---------   ----------- 
                                        Note                 GBP '000 
                                              -------------------------------------- 
 
 
 
 Revenue                                                 15         14            60 
 Cost of Sales                                         (19)          6            26 
 
 Gross (loss)/profit                                    (4)          8            34 
 
 Research expenses                                      116         75           149 
 Selling and marketing expenses                         187         75            59 
 General and administrative expenses                    888        200           389 
 
                                                      1,191        350           597 
                                              -------------  ---------   ----------- 
 
 Operating loss                                     (1,195)      (342)         (563) 
 
 Other expense                           7            1,172          -             - 
 Finance expenses net.                                   10          2            28 
 
 Loss before Tax                                    (2,377)      (344)         (591) 
 
 Income tax                                               -          -             - 
 
 Loss for the period from continuing 
  operations                                        (2,377)      (344)         (591) 
                                              -------------  ---------   ----------- 
 
 Other comprehensive income 
 
 Foreign exchange translation 
  gains/ (loss)                                          45      (147)            11 
 
 
 
 
 Total items that may be reclassified 
  to profit or loss                             45  (147)     11 
                                           -------  -----  ----- 
 
 
 Total comprehensive income for 
  the period                               (2,332)  (491)  (580) 
                                           -------  -----  ----- 
 
 Earnings per share from continuing 
  operation- pence                             (1)  (159)  (274) 
                                           -------  -----  ----- 
 
 

The accompanying notes are an integral part of the interim consolidated financial statements

STATEMENTS OF CHANGES IN EQUITY

 
                   Share      Share     Reserve from    Retained      Reverse     Foreign     Total 
                  capital    premium    share-based     earnings    acquisition   exchange    equity 
                                          payment     (accumulated    reserve     reserve 
                                        transactions    deficit) 
                  --------  ----------  ------------  ------------                           ------- 
                                                       GBP '000 
 
 Balance as of 
  January 
  1, 2021                -       2,098           805       (3,017)            -          75     (39) 
 
 Net income 
  (loss)                 -           -             -       (2,377)            -           -  (2,377) 
 Other 
  comprehensive 
  income                                                                               (45)     (45) 
 
 Exercise of 
  options                -           -         (812)           812            -           -        - 
 Transfer to 
  reverse 
  acquisition 
  reserve                -     (2,098)             -             -        2,098           -        - 
 Recognition of 
  plc equity 
  at acquisition 
  date                 735         592             -                        434                1,761 
 Issue of shares 
  for 
  acquisition 
  of subsidiary      5,769       9,231             -             -     (15,000)                    - 
 Issue of shares     2,600       4,774             -             -            -           -    7,374 
 Exercise of 
  warrants              94         314             -             -            -           -      408 
 Issue of shares 
  in settlement 
  of fees               15          25             -             -            -           -       40 
 Cost of share 
  issue                  -       (747)             -             -            -           -    (747) 
 Issue of 
  warrants               -           -           114             -            -           -      114 
 Cost of 
  share-based 
  payment                -           -           160             -            -                  160 
 
 Balance as of 
  June 30, 
  2021               9,213      14,189           267       (4,582)     (12,468)          30    6,649 
                  ========  ==========  ============  ============  ===========  ==========  ======= 
 
 

The accompanying notes are an integral part of the interim consolidated financial statements.

STATEMENTS OF CHANGES IN EQUITY

 
                    Share    Share premium   Reserve from        Retained      Foreign exchange   Total 
                    Capital                   share-based        earnings           reserve       Equity 
                                                payment        (accumulated 
                                             transactions        deficit) 
                   --------  -------------  ---------------  ----------------                    ------- 
 
 
 Balance as of 
  January 1, 2020         -          1,831              800           (2,506)                65      190 
 
 Net income 
  (loss)                  -                                             (344)                      (344) 
 
 Exercise of 
  options                 -              -             (62)                62                          - 
 Exercise of 
  warrant                 -            228                                                           228 
 Cost of 
  share-based 
  payment                                                69                                           69 
 Other 
  comprehensive 
  loss                                                                                       17       17 
 
 Balance as of 
  June 30, 2020           -         2,05 9              807          (2,788))                82      160 
                   --------  -------------  ---------------  ----------------  ----------------  ------- 
 
 
 
                     Share    Share premium    Reserve from        Retained      Foreign exchange   Total 
                     Capital                   share-based         earnings           reserve       Equity 
                                                 payment         (accumulated 
                                               transactions        deficit) 
                    --------  -------------  ----------------  ----------------                    ------- 
 
 
 Balance as of 
  January 1, 2020          -          1,831               800           (2,506)                65      190 
 
 Net income (loss)         -              -                 -             (591)                 -    (591) 
 
 Exercise of 
  options                  -              -              (80)                80                 -       (* 
 Exercise of 
  warrant                  -            267                                   -                 -      267 
 Cost of 
  share-based 
  payment                                                  85                                           85 
 Other 
  comprehensive 
  loss                                                                                         10       10 
 
 Balance as of 
  December 31, 
  2020                     -          2,098               805           (3,017)                75     (39) 
                    ========  =============  ================  ================  ================  ======= 
 

The accompanying notes are an integral part of the interim consolidated financial statements.

STATEMENTS OF CASH FLOWS

 
                                                                 For the year 
                                           For the six months    ended December 
                                             ended June 30,           31, 
                                          --------------------  --------------- 
                                             2021       2020         2020 
                                          -----------  -------  --------------- 
                                                        GBP '000 
                                          ------------------------------------- 
 
 Cash flows from operating activities: 
 
Net loss                                      (2,377)    (344)            (591) 
                                          -----------  -------  --------------- 
 
 Adjustments to reconcile net 
  income (loss) to net cash provided 
  by (used in) operating activities: 
 
 Adjustments to the profit or 
  loss items: 
 
 Depreciation and amortization                      1        3                5 
 Finance expense (income), net                     11        7               18 
 Professional fees redeemed by 
  shares                                           40 
 Cost of share-based payment                      160       68               85 
 Reverse acquisition share-based 
  payment expense                               1,172        -                - 
 Loss from sale of property, 
  plant and equipment                               -        -                1 
 
                                                1,384       78              109 
                                          -----------  -------  --------------- 
 Changes in asset and liability 
  items: 
 
 Increase in trade receivable 
  and other accounts receivable                  (50)      (5)             (16) 
 (Increase)/Decrease in inventories              (32)      (2)                9 
 (Decrease)/Increase in trade 
  payable and other accounts payable               48     (55)             (17) 
 Increase /(decrease) in employee 
  and related payables                             62     (21)             (28) 
 
                                                   28     (83)             (52) 
 
 Net cash used in operating activities          (965)    (349)            (534) 
                                          -----------  -------  --------------- 
 
 Cash flows from investing activities: 
 
 Purchase of property, plant 
  and equipment                                  (24)        -                - 
 Investment in Available for 
  sale                                          (750)        -                - 
 Cash acquired on acquisition                     358        -                - 
 Investment in short term deposits                (2)      (5)              (5) 
 Investment in long term deposits                   -      (2) 
 
 Net cash used in investing activities          (418)      (7)              (5) 
                                          -----------  -------  --------------- 
 
 
 Cash flows from financing activities: 
 
 Receipts on short term loan                        -      191              300 
 Share Issue net of issuing cost                6,480        -                - 
 Issue of warrants                                374      268              268 
 Issue of options                                  98        -               (* 
 
 Net cash generated from financing 
  activities                                    6,952      459              568 
                                          -----------  -------  --------------- 
 
 Net increase in cash and cash 
  equivalents                                   5,569      103               29 
 
 Cash and cash equivalents at 
  beginning of the period                         380      334              333 
 
 Effect of exchange rates on 
  cash                                            (4)      (8)               18 
                                          -----------  -------  --------------- 
 
 Cash and cash equivalents at 
  end of the period                             5,945      429              380 
                                          ===========  =======  =============== 
 
 
 

The accompanying notes are an integral part of the interim consolidated financial statements.

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENT

   1.     Information on the Company 

Kanabo Group plc's (the "Company") and its subsidiaries (together, "the Group") principal activities are the distribution and developing of medical cannabis products.

The Group has its research center in Israel.

The Company is incorporated and domiciled in England and Wales as a public limited company and listed on the London Stock Exchange (standard segment)

   2.     Basis of preparation and principal accounting policies 

These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2020 were approved by the Board of Directors on 1 June 2021 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

These condensed consolidated interim financial statements have been reviewed, not audited.

These condensed consolidated interim financial statements for the six months ended 30 June 2021 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the United Kingdom. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020, which have been prepared in accordance with IFRSs as adopted by the European Union.

Segment reporting

The company considers it has one operating segment and therefore the results are as presented in the primary statements.

Forward-looking statements

Certain statements in this condensed set of consolidated interim financial statements are forward looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

   3.     Going concern 

The Directors have assessed the current financial position of the Company, along with future cash flow requirements, to determine if the Company has the financial resources to continue as a going concern for the foreseeable future.

The conclusion of this assessment is that it is appropriate that the Company be considered a going concern. For this reason, the Directors continue to adopt the going concern basis in preparing the unaudited interim financial statements

   4.     Seasonality 

The Group is not subject to seasonal variations in trading.

   5.     Estimates and Judgements 

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expense.

Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the

year ended 31 December 2020   and, in the prospectus, issued in February 2021. 
   6.     Financial risk management 

The Group's activities expose it to a variety of financial risks, including - market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 31 December 2020. There have been no changes in any risk management policies since the year end or as disclosed in the prospectus.

   7.     Reverse Acquisition 

On 16 February 2021, Kanabo Group PLC ("Company") formerly known as Spinaker Opportunities PLC, acquired through a share for share exchange the entire share capital of Kanabo Research ltd., whose principal activity is the provision of THC-Free retail CBD products and Vaporization devices.

Although the transaction resulted in Kanabo Research Ltd becoming a wholly owned subsidiary of the Company, the transaction constituted a reverse acquisition, as the previous shareholders of Kanabo Research Ltd own a substantial majority of the Ordinary Shares of the Company and the executive management of Kanabo Research Ltd became the executive management of Kanabo Group plc.

In substance, the shareholders of Kanabo Research Ltd acquired a controlling interest in the Company and the transaction has therefore been accounted for as a reverse acquisition. As the Company's activities prior to the acquisition were purely the maintenance of the LSE Listing, acquiring Kanabo Research Ltd and raising equity finance to provide the required funding for the operation of the acquisition, it did not meet the definition of a business in accordance with IFRS 3.

Accordingly, this reverse acquisition does not constitute a business combination and was accounted for in accordance with IFRS 2 "Share-based Payments" and associated IFRIC guidance. Although, the reverse acquisition is not a business combination, the Company has become a legal parent and is required to apply IFRS 10 and prepare consolidated financial statements. The Directors have prepared these financial statements using the reverse acquisition methodology, but rather than recognising goodwill, the difference between the equity value given up by Kanabo Research Ltd's shareholders and the share of the fair value of net assets gained by these shareholders, is charged to the statement of comprehensive income as a share-based payment on reverse acquisition, and represents in substance the cost of acquiring an LSE listing.

On 16 February 2021, the Company issued 230,769,231 ordinary shares to acquire the 237,261 ordinary shares of Kanabo Research Ltd. Based on a share price of GBP0.065 (which was used for the fund-raising on the same date), the Company's investment in Kanabo Research Ltd is valued at GBP15,000,000.

Because the legal subsidiary, Kanabo Research Ltd, was treated on consolidation as the accounting acquirer and the legal Parent Company, Kanabo Group plc, was treated as the accounting subsidiary, the fair value of the shares deemed to have been issued by Kanabo Research Ltd was calculated at GBP1,911,000 based on an assessment of the purchase consideration for a 100% holding of Kanabo Group plc.

According to the IFRS 2 the value of the share-based payment is calculated as the difference between the deemed cost and the fair value of the net assets as at the acquisition day. During the period between 1 January 2021 to 16 February several shareholders exercised their warrants. The exercised warrants indicated that in the event the RTO acquisition would not be completed the funds would be returned to the shareholders. For that reason, we decided that it would be more appropriate to use the value of the net assets as of 1 January 2021.

 
 
   Deemed cost                  1,911,007 
 
 Trade and other receivables      433,781 
 Cash and cash equivalents        358,726 
 Trade and other payables        (53,631) 
 
 RTO expenses                   1,172,131 
                               ---------- 
 

The difference between the deemed cost (GBP1,911,000) and the fair value of the net assets assumed per above of GBP739,396 resulted in GBP11,172,131 being expensed within "reverse acquisition expenses" in accordance with IFRS 2, Share Based Payments, reflecting the economic cost to Kanabo Research Ltd's shareholders of acquiring a quoted entity.

The reverse acquisition reserve which arose from the reverse takeover is made up as follows:

 
                                            GBP'000 
 Pre-acquisition equity1                  (738,876) 
 Kanabo research ltd share capital 
  at acquisition 2                        2,098,889 
 Investment in Kanabo research ltd 
  3                                    (15,000,000) 
 Reverse acquisition expense 4            1,172,131 
                                       (12,467,855) 
 -----------------------------------  ------------- 
 
   1.   Recognition of pre-acquisition equity of Kanabo Group plc as at 1 January 2021. 

2. Kanabo Research Ltd had issued share capital of 2,098,889. As these financial statements present the capital structure of the legal parent entity, the equity of Kanabo Research Ltd is eliminated.

3. The value of the shares issued by the Company in exchange for the entire share capital of Kanabo Research Ltd. The above entry is required to eliminate the balance sheet impact of this transaction.

4. The reverse acquisition expense represents the difference between the value of the equity issued by the Company, and the deemed consideration given by Kanabo research ltd to acquire the Company.

   8.     Investments 

On 24 May 2021 the Company invested GBP750,000 into Hellenic Dynamics ("HD") and the company will receive equity as part of the proposed listing of Hellenic Dynamics. HD is in the process of securing admission to the London Stock Exchange through a Reverse Take Over (" RTO"). The number of HD shares that will be issued to the Company shall be calculated based upon a discount of 30% to the RTO Valuation.

   9.     Accrued expenses and other accounts payables 
 
                                 December 
                      June 30,      31, 
                     ----------  -------- 
                     2021  2020    2020 
                     ----  ----  -------- 
 
                           GBP '000 
                     -------------------- 
 
Accrued expenses      114     3        33 
Deferred Revenues       6     3         - 
 
                      120     6        33 
                     ====  ====  ======== 
 
   10.   Earnings per share 

The basic earnings per share is calculated by dividing the (loss)/profit attributable to the ordinary shareholders of the Company by the weighted average number of Ordinary shares in issue during the period, excluding Ordinary shares purchased by the Company and held as treasury shares.

 
                                         Half year  Half year 
                                             ended      ended  Year ended 
                                          30.06.21   30.06.20    31.12.20 
Loss attributable to equity holders        ( 2,377 
 of the Company (GBP'000)                        )      (342)       (591) 
Weighted average number of shares in 
 issue                                 278,192,783    216,077     215,733 
 
Earnings per share pence                       (1)      (159)       (274) 
-------------------------------------  -----------  ---------  ---------- 
 

Due to the loss incurred in the period under review, the dilutive securities have no effect at 30 June 2021.

   11.   Share Capital 
 
 
Opening number of shares of the parent 
 company                                        29,400,120 
 
Shares issued in the year for RTO(1)           230,769,210 
Shares issued in placing and subscriptions 
 16 February 2021(2)                            92,307,693 
Shares issued on account of fees                   615,384 
Share issued in placing and subscriptions 
 24 May 2021(3)                                  4,545,454 
Shares issued during the period due 
 to option and warrant exercises                10,878,429 
 
Total number of shares at 30 June 
 2021                                          368,516,290 
 

1. On February 16, 2021, the company completed its reverse takeover (" RTO") process with Spinnaker Opportunities Plc ("SOP"). The RTO was done in the form of a share for shares exchange and the ratio was approximately 1:972.64.

   2.     On February 16, 2021 the company issued 92,307,693 shares raising GBP 6,000,000 before costs 
   3.     On 24 May the company issued 4,545,454 shares raising GBP 1,000,000 before costs 
   12.   Share based payment 
   a.     Warrants 
 
                       Number of  Weighted average 
                          awards    exercise price 
                                  ---------------- 
At 31 December 2020            -                 - 
Granted               19,051,774              0.09 
Exercised              4,241,508              0.09 
 
At 30 June 2021       14,810,266              0.09 
 
   b.     Stock Option 

a. On February, 2018 Kanabo Research Limited approved an employee share option plan ("The Original Plan"). The vesting period attaching to grants made under this plan ranged from immediately to after four years. All grants were approved by the Board of Directors. On February 16, 2021 and following the transaction, this plan was cancelled and superseded by the Replacement Plan (see below).

b. On March 28, 2021, the Group approved a share-based payment plan for its Israeli employees ("The Replacement Plan"). Options will be granted under the Replacement Plan to replace cancelled options granted under the Original Plan. The recipients of replacement options will include employees and directors.

   c.     No changes were made in Kanabo Group Plc. option scheme. 

Further details regarding the Company's share option plans

 
                                           For the six months ended 
                                                   June 2021 
                                                          Weighted 
                                                          average of 
                                                         the exercise 
                                           Number of     price in GBP 
                                            options 
                                        ------------  --------------- 
 
 Are in circulation at the beginning 
 of the year                             20,612                  0.62 
                                        ------------  --------------- 
 Granted during the year                 - 
                                        ------------ 
 Forfeited during the year               - 
                                        ------------ 
 Realized during the year                18,407                     - 
                                        ------------ 
 Expired during the year                 2,205                      - 
                                        ------------  --------------- 
 Are in circulation at the end           - 
  of the period 
                                        ------------  --------------- 
 
 

Further details regarding the Group's share option plans

 
                                            For the six months ended 
                                                    June 2021 
                                                        Weighted average 
                                                         of the exercise 
                                                          price in GBP 
                                           Number of 
                                            options 
                                        ------------  ------------------ 
 
 Are in circulation at the beginning 
 of the year                             1,960,000 
                                        ------------  ------------------ 
 Granted during the year                 11,458,102 
                                        ------------ 
 Forfeited during the year 
                                        ------------ 
 Realized during the year                1,960,000 
                                        ------------ 
 Expired during the year                 - 
                                        ------------  ------------------ 
 Are in circulation at the end 
  of the period                          11,458,102                 0.14 
                                        ------------  ------------------ 
 
 
   13.   Events after the reporting period 

The company doesn't have any post reporting period events to report.

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END

IR DKDBQPBDDKKB

(END) Dow Jones Newswires

October 22, 2021 02:00 ET (06:00 GMT)

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