TIDMCHLL
RNS Number : 2958K
Chill Brands Group PLC
31 August 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310
For immediate release 31 August 2021
Chill Brands Group PLC
("Chill", the "Company" or the "Group")
Preliminary Results for the Year Ended 31 March 2021
Chill Brands Group PLC (LSE: CHLL), the international CBD group,
is pleased to announce its unaudited preliminary results for the
year ended 31 March 2021. The Company's audited report and accounts
for the year ended 31 March 2021, including all notes to the
financial statements, are now expected to be announced and
published in September.
CHILL BRANDS GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEARSED 31 MARCH 2021 & 2020
Notes Year ended 31 March 2021 GBP Year ended 31 March 2020 GBP
------ ----------------------------- -----------------------------
Revenue 320,875 92,606
Cost of sales (361,517) (56,684)
----------------------------- -----------------------------
Gross profit (loss) (40,642) 35,922
Administrative expenses (4,658,159) (1,884,955)
Other Expense 3 (1,200,000) -
----------------------------- -----------------------------
Operating Loss (5,898,801) (1,849,033)
Finance income 1,762 1,904
----------------------------- -----------------------------
Loss on ordinary activities
before taxation (5,897,039) (1,847,129)
Taxation on loss on ordinary
activities 4 - -
----------------------------- -----------------------------
Loss for the period from
continuing activities (5,897,039) (1,847,129)
Loss for the period from
discontinued activities (49,762) (5,231,384)
Loss for the period (5,946,801) (7,078,513)
Other comprehensive income
Items that may be re-classified
subsequently to profit or loss:
Foreign exchange adjustment on
consolidation 231,644 723,568
Total comprehensive loss for the
period attributable to the
equity holders (5,715,157) (6,354,945)
----------------------------- -----------------------------
Earnings per share (basic and
diluted) attributed to the
equity holders:
Attributable to continuing
activities (3.05) p (1.27) p
Attributable to discontinued
activities (0.03) p (3.60) p
----------------------------- -----------------------------
Total (3.07) p (4.87) p
----------------------------- -----------------------------
CHILL BRANDS GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 MARCH 2021 & 2020
Notes At 31 March 2021 GBP At 31 March 2020 GBP
------ ------------------------ ------------------------
Non-Current Assets
Tangible assets 54,597 83,002
Intangible assets - -
Total Noncurrent Assets 54,597 83,002
Current Assets
Inventories 5 1,238,779 1,167,736
Trade and other receivables 6 136,093 1,437,132
Assets held for sale - 301,891
Cash and cash equivalents 333,176 349,006
Total Current Assets 1,708,048 3,255,765
Total Assets 1,762,645 3,338,767
======================== ========================
Non-Current Liabilities
Loans, excluding current maturities 72,042 -
------------------------ ------------------------
Total Noncurrent Liabilities 72,042 -
Current Liabilities
Current maturities of loans 8,382 -
Trade and other payables 7 661,653 1,227,385
Accrued liabilities 3 1,244,750 -
Total Current Liabilities 1,914,785 1,227,385
Total Liabilities 1,986,827 1,227,385
------------------------
Net Assets (224,182) 2,111,382
------------------------ ------------------------
Equity
Share capital 8 2,020,700 1,729,200
Share premium account 8 4,698,441 3,020,616
Share based payments reserve 8 1,431,686 54,171
Foreign currency translation reserve 532,646 301,002
Retained loss (8,907,655) (2,993,607)
------------------------
Total Equity (224,182) 2,111,382
======================== ========================
CHILL BRANDS GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEARSED 31 MARCH 2021 & 2020
Share Based Payment Foreign Currency Translation
Share Capital GBP Share Premium Account GBP Reserve GBP Reserve GBP Retained Loss GBP Total GBP
-------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
At 31 March
2019 1,364,831 1,276,611 793,128 (422,566) 3,305,124 6,317,128
---------------- -------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
Comprehensive
income for the
period
Loss for the
period - - - - (7,078,513) (7,078,513)
Other -
comprehensive
income - - - - -
Translation
adjustment - - - 723,568 - 723,568
-------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
Total
comprehensive
loss for the
period
attributable
to the equity
holders - - - 723,568 (7,078,513) (6,354,945)
Issue of
warrant and
options - - 40,825 - - 40,825
Lapse of
warrants - - (247,825) - 247,825 -
Exercise of
warrants 300,500 1,377,000 (531,957) - 531,957 1,677,500
Shares issued
in the period 63,869 390,130 - - - 453,999
Cost relating
to share
issues - (23,125) - - - (23,125)
---------------- -------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
At 31 March
2020 1,729,200 3,020,616 54,171 301,002 (2,993,607) 2,111,382
---------------- -------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
Comprehensive
income for the
period
Loss for the
period - - - - (5,946,801) (5,946,801)
Other -
comprehensive
income - - - - -
Translation
adjustment - - - 231,644 - 231,644
-------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
Total
comprehensive
loss for the
period
attributable
to the equity
holders - - - 231,644 (5,946,801) (5,715,157)
Issue of
warrant and
options - - 1,410,268 - - 1,410,268
Staff options
reassigned - - 20,094 - (20,094) -
Lapse of
warrants - - (52,847) - 52,847 -
Exercise of
warrants 75,000 475,000 - - - 550,000
Shares issued
in the period 216,500 1,230,000 - - - 1,446,500
Cost relating
to share
issues - (27,175) - - - (27,175)
---------------- -------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
At 31 March
2021 2,020,700 4,698,441 1,431,686 532,646 (8,907,655) (224,182)
---------------- -------------------------- ------------------------------- --------------------------- --------------------------------- ------------------------- ---------------------
CHILL BRANDS GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARSED 31 MARCH 2021 & 2020
2021 GBP 2020 GBP
----------------------------------- -----------------------------------
Cash Flows From Operating Activities
Loss for the period (5,946,801) (7,078,513)
Adjustments for:
Depreciation and amortization
charges 20,677 330,315
Impairment provision 206,685 4,401,185
Loss on disposal of tangible
and intangible assets - 194,625
Share based payments 2,506,768 -
Charge in respect of grant of
options - 40,826
Foreign exchange translation
adjustment 193,717 500,680
Operating cash flow before working
capital movements (3,018,954) (1,610,882)
----------------------------------- -----------------------------------
Increase in inventories (275,743) (1,167,376)
Decrease in trade and other
receivables 1,301,039 940,182
Decrease in trade and other
payables (235,732) (416,985)
Increase in accrued expenses 1,244,750 -
Net Cash outflow from
Operating Activities (984,640) (2,255,061)
----------------------------------- -----------------------------------
Cash Flows From Investing Activities
Proceeds from sale of assets held
for sale 301,891 -
Purchase of tangible fixed assets (1,352) (162,625)
Net Cash generated from/(used in)
Investing Activities 300,539 (162,625)
----------------------------------- -----------------------------------
Cash Flows From Financing Activities
Net proceeds from issue of shares 542,825 2,108,374
Loans made by the Company 80,424 (1,190,500)
Convertible loan notes issued by the
Company - 330,000
Net Cash Generated from Financing
Activities 623,249 1,247,874
----------------------------------- -----------------------------------
Net increase (decrease) in cash and cash equivalents
As above (60,852) (1,169,812)
Cash and cash equivalents at
beginning of period 349,006 1,508,649
Foreign exchange adjustment on
opening balances 45,022 10,169
Cash and cash equivalents at end of
period 333,176 349,006
=================================== ===================================
Notes to the Financial Statements
Basis of preparation
Chill Brands Group plc (the 'Company') is a public limited
company, which is listed on the London Stock Exchange and
incorporated and domiciled in the UK. The registered office of the
Company is 27/28 Eastcastle Street, London W1W 8DH.
The preliminary results (unaudited) (referred to as the
'preliminary results') include the results of the Company and its
subsidiaries (together referred to as the 'Group'). The preliminary
results of the Group have been prepared on the basis of the
accounting policies set out in the statutory financial statements
for the year ended 31 March 2020. Whilst the financial information
included in this announcement has been computed in accordance with
the recognition and measurement requirements of international
accounting standards in conformity with the requirements of the
Companies Act 2006 and international financial reporting standards
adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in
the European Union, this announcement does not itself contain
sufficient disclosures to comply with IFRS.
The information for the year ended 31 March 2021 does not
constitute statutory accounts for the purposes of section 435 of
the Companies Act 2006. A copy of the accounts for the year ended
31 March 2020 was delivered to the Registrar of Companies. The
auditors' report on those accounts was not qualified and did not
contain statements under section 498(2) or 498(3) of the Companies
Act 2006. The audit of the statutory accounts for the year ended 31
March 2020 is not yet complete. These accounts will be finalised on
the basis of the financial information presented by the Directors
in these preliminary results and will be delivered to the Registrar
of Companies following the Company's annual general meeting.
The preliminary results are prepared on the historical cost
basis. The same accounting policies, presentation and methods of
computation are followed in the preliminary results as were applied
in the Group's 2020 annual audited financial statements.
Going Concern
The Directors have considered the financial performance and
position of the Company, the post year end fundraising of GBP6
million, fees settled, as well as the outlook for future financial
years including the distribution agreements signed, post year end
performance and the general market. The Directors have taken these
into consideration and applied them to a variety of scenarios
including a worst case scenario of no sales and a linked reduced
cost base. Based on this the Directors consider it appropriate to
adopt the going concern basis in the preparation of this
preliminary announcement.
1. General Information
Chill Brands Group plc ("the Company") (formerly Zoetic
International plc) and its subsidiaries (together "the Group") are
involved in the development, production and distribution of premium
cannabidiol (CBD) products. The Company, a public limited company
incorporated and domiciled in England and Wales, is the Group's
ultimate parent company. The Company was incorporated on 13
November 2014 with Company Registration Number 09309241 and its
registered office and principal place of business is 27/28
Eastcastle Street, London W1W 8DH.
2. Segment Reporting
In the opinion of the Directors, there were no separate
operational segments to be reported upon during the current or
previous year. The Group's oil and gas activities have been
discontinued in the prior year with the remaining activities of the
Group relate to its CBD business activities in the United States
and UK. Information relating to the CBD activities are shown in the
primary statements.
3. Other Expense
On 9 March 2021, the Group entered into a financing agreement
with LDA Capital Limited which included a termination clause of
GBP1,200,000 to terminate the agreement. On 4 May 2021, the Group
announce the termination of the financing agreement with LDA
Capital Limited and entered into a settlement agreement to pay LDA
Capital GBP1,200,000 to terminate the financing agreement. As of 31
March 2021, the Group accrued GBP1,200,000 to the settlement and
termination of the financing agreement with LDA Capital Limited
with the charge recorded to other expense.
4. Taxation
2021 2020
GBP GBP
------------------------------------------- ------------ ------------
The charge/credit for the period
is made up as follows:
Corporate Taxation on the results
for the period
UK - -
Non-UK - -
------------------------------------------- ------------ ------------
Taxation charge/credit for the period - -
------------------------------------------- ------------ ------------
A reconciliation of the tax charge/credit
appearing in the income statement
to the tax credit that would result
from applying the standard rate of
tax to the results for the period
is:
Loss per accounts (5,946,901) (7,078,513)
-------------------------------------------- ------------ ------------
Tax credit at the standard rate of
corporation tax at a combined rate
of 20% (23.15%): (1,189,360) (1,415,703)
Impact of costs disallowable for - --
tax purposes
Impact of temporary timing differences - --
Impact of unrelieved tax losses carried
forward 1,189,360 1,415,703
-------------------------------------------- ------------ ------------
Taxation credit for the period - -
The Directors consider that there are no material disallowable
costs or timing differences in respect of the current year.
Estimated tax losses of GBP26,000,000 (2020: GBP20,000,000) may
be available for relief against future profits. The deferred tax
asset not provided for in the accounts based on the estimated tax
losses and the treatment of temporary timing differences, is
approximately GBP5,200,000 (2020: GBP4,000,000). Utilization of
these losses in future may or may not be possible depending upon
future profitability within the Group and the continued
availability of the losses due to the change in the Group's core
activities.
5. Inventories
Group 2021 GBP Group 2020 GBP
Finished goods 1,157,960 1,167,736
--------------- ---------------
Raw materials 80,819 -
--------------- ---------------
1,238,779 1,167,736
--------------- ---------------
6. Trade & Other Receivables
Group 2021 GBP Group 2020 GBP
Trade receivables 55,637 217,449
--------------- ---------------
Loans - 1,190,500
--------------- ---------------
Prepayments and other
debtors 80,456 29,183
--------------- ---------------
136,093 1,437,132
--------------- ---------------
All amounts in trade receivables are due within 3 months.
Prepayments & other debtors includes GBPnil (2020: GBPnil)
which is receivable in more than one year.
The Directors consider that the carrying amount of trade and
other receivables approximates to their fair value. Fair values
have been calculated by discounting cash flows at prevailing
interest rates.
Included in Trade and Other receivables were Loan Notes totaling
GBPnil (2020: GBP1,190,500). These arose from the exercise of
23,810,000 warrants in March 2020. In order to facilitate the
exercise of these warrants which would generate funds for the
company of GBP1,190,500, the Company allowed the transfer of the
warrants to a new holder and their immediate exercise, with the
payment of the exercise price being deferred via the Loan Notes.
The loans carry interest at 1% per annum and are secured against
the underlying shares. The loans were repayable in 10 equal monthly
instalments commencing 30 April 2020.
The Group applies the IFRS9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss
provision for trade receivables. To measure expected credit losses
on a collective basis, trade receivables are grouped based on
similar credit risk and ageing. The Group's customer base is of a
similar bracket and share the same characteristics, as such these
have been treated as one population. The expected lifetime losses
are considered to be GBPnil.
7. Trade & Other Payables
Group 2021 GBP Group 2020 GBP
Bank borrowings - 256,929
--------------- ---------------
Trade payables 339,938 109,238
--------------- ---------------
Convertible Loan Notes - 330,000
--------------- ---------------
Accruals & other payables 321,715 531,218
--------------- ---------------
661,653 1,227,385
--------------- ---------------
Bank borrowings represent a loan to a US based subsidiary,
secured on the producing assets of that subsidiary. The loan was
for an initial period of one year but has been extended pending
disposal of the underlying assets, which took place post year end
when the loan was repaid. The loan carried interest at 5% above US
base rate. The net debt of the Group decreased from GBP256,929 at
31 March 2020 to GBPnil at 31 March 2021 as part of the sale of the
oil and gas assets held for sale.
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and continuing costs. The Directors
consider that the carrying amount of trade and other payables
approximates to their fair value. Fair values have been calculated
by discounting cash flows at prevailing interest rates.
8. Equity
2021 2020
GBP GBP
--------------------------------------------------- ----------- -----------
Allotted called up and fully paid:
202,070,034 ordinary 1p shares (2020:172,920,034
ordinary 1p shares) 2,020,700 1,729,200
--------------------------------------------------- ----------- -----------
The Company has only one class of share. All ordinary shares
have equal voting rights and rank pari passu for the distribution
of dividends and repayment of capital.
Number Par value
of shares
issued
GBP
At 31 March 2020 172,920,034 1,729,200
--------------------------------------------- ------------- ------------
3 April 2020 issue of shares at 1p per
share 12,900,000 129,000
6 June 2020 issue of shares at 4p per
share 8,750,000 87,500
28 October 2020 issue shares upon exercise
of warrants at 10p per share 1,000,000 10,000
25 March 2021 issue shares upon exercise
of warrants at 12p per share 1,000,000 10,000
31 March 2021 issue shares upon exercise
of convertible loan at 6p per share 5,500,000 55,000
--------------------------------------------- ------------- ------------
Total issued in the period 29,150,000 291,500
--------------------------------------------- ------------- ------------
Number of shares in issue at 31 March
2021 202,070,034 2,020,700
At 31 March 2021 there were options outstanding over 7,155,000
unissued ordinary shares (2020: 7,405,000). Details of the options
outstanding are as follows:
Issued Exercisable Exercisable Number Outstanding Exercisable
from until price (p)
----------------- --------------- ------------- ------------------- ------------
11 October
12 October 2016 Anytime until 2026 250,000 27.75
8 October 8 October
8 October 2019 2021 2029 5,840,000 10.00
8 October 8 October
8 October 2019 2021 2029 65,000 10.00
8 October
8 October 2019 Anytime Until 2029 1,000,000 10.00
----------------- --------------- ------------- ------------------- ------------
Total 7,155,000
8. Equity continued
Director At 31 March Granted Exercised Lapsed in At 31 March Exercise
2020 in the period in the period the period 2021 Price -
pence
NGS Tulloch 2,000,000 - - (2,000,000) - 10p
---------------- ---------------- ---------------- ---------------- ---------------- ---------
T Taylor - 2,887,500 - - 2,887,500 10p
---------------- ---------------- ---------------- ---------------- ---------------- ---------
A Russo - 2,887,500 - - 2,887,500 10p
---------------- ---------------- ---------------- ---------------- ---------------- ---------
Total 2,000,000 5,775,000 - (2,000,000) 5,775,000
---------------- ---------------- ---------------- ---------------- ---------------- ---------
The options held by N G S Tulloch were exercisable between 8
October 2021 and 8 October 2029. Those options were relinquished in
the current year upon Mr. Tulloch resigning from the Board of
Directors.
The warrants held by T. Taylor and A. Russo are exercisable
until 8 October 2029.
The market price of the shares at the year end was 83.50p per
share.
During the year, the minimum and maximum prices were 4.13p and
104.53p per share respectively.
Share Base payments : In April 2020, options of 12,900,000
shares were vested to both T. Taylor and A. Russo at 8.5p. At 31
March 2021, the Group recorded 1,096,500 in share based
compensation for the vested options.
In October 2020, T. Taylor and A. Russo were granted options of
5,775,000 shares which are vested over three years from the date of
grant in October 2019 subject to continued employment and
performance obligations. At 31 March 2021, the Group recorded
1,410,268 in share based compensation for the granted options.
2021
GBP
--------------------------------- -----------
At 31 March 2020 3,020,616
--------------------------------- -----------
3 April 2020 issue of shares
at 8.5 p per share 967,500
2 June 2020 issue of shares
at 4 p per share 262,500
28 October 2020 issue of shares
upon exercise of warrants at
10 p per share 90,000
25 March 2021 issue of shares
upon exercise of warrants at
12 p per share 110,000
31 March 2021 issue of shares
upon exercise of warrants at
6 p per share 275,000
--------------------------------- -----------
1,705,000
Less: costs relating to share
issues (27,175)
--------------------------------- -----------
Increase in the year 1,677,825
--------------------------------- -----------
At 31 March 2021 4,698,441
-ENDS-
Media enquiries:
Chill Brands plc c/o Buchanan
Trevor Taylor, Co-CEO
Antonio Russo, Co-CEO
Allenby Capital Limited (Financial
Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss/Nick Naylor (Corporate
Finance)
Kelly Gardiner (Equity Sales)
Buchanan
Henry Harrison-Topham / Jamie Hooper Tel: +44 (0) 20 7466
/ Ariadna Peretz 5000
chillbrands@buchanan.uk.com www.buchanan.uk.com
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