TIDMROQ
RNS Number : 7722Q
Roquefort Investments PLC
29 October 2021
Roquefort Investments plc
("Roquefort Investments" or the "Company")
Interim Results to 30 June 2021
Roquefort Investments plc (LSE:ROQ), the London listed
investment company established to acquire businesses focused on
early-stage opportunities in the medical biotechnology sector, is
pleased to present its interim results for the six-month period
ended 30 June 2021.
Highlights
-- Successfully admitted to trading on the London Stock Exchange ("LSE") as of 22 March 2021
-- Cash Balance at period end of GBP880,445
Chairman Statement
I am pleased to present the interim financial statements to
shareholders for the six months ending 30 June 2021.
During the period under review the Company was primarily
concerned with listing on the standard segment of the London Stock
Exchange, which was successfully achieved on 22 March 2021. The
Company then turned its attention to identifying and screening
suitable businesses focused on early-stage opportunities in the
medical biotechnology sector.
Post period end, on 29 September 2021 we were delighted to
announce that Roquefort Investments had entered into non-binding
term sheet ("Term Sheet") with Provelmare Holding S.A. to acquire
100% of the total issued equity in Lyramid Limited ("Lyramid") for
an initial consideration of GBP1 million payable 50% in cash and
50% in shares (the "Transaction"). Lyramid has the exclusive
worldwide licence to commercialise up to 37 patents related to
Midkine-based therapies for the treatment of COVID-19 patients,
cancer, autoimmune disorders and chronic kidney disease
("Midkine-Based Therapies").
The Directors of Roquefort Investments consider the Transaction
to represent a transformational, value enhancing transaction for
shareholders, which is fully aligned with the Company's growth
strategy. Lyramid's global patent portfolio for Midkine-Based
Therapies provides a platform to develop first-in-class drugs for
the treatment of severe inflammatory diseases, autoimmune disorders
and cancer. The therapeutic potential of Midkine-Based Therapies
has been validated during more than 10 years of research including
collaborations with leading academic centres and clinicians
resulting in over 900 scientific publications.
To fund the Transaction, Roquefort Investments will be seeking
to carry out a placing of new ordinary shares to new and existing
investors ("Placing") to raise funds of up to GBP3 million to
finance the cash component of the consideration, pre-clinical drug
development and working capital. As such, the Transaction is
conditional, inter alia, on a successful Placing.
Should the Transaction complete, it would constitute a Reverse
Take-Over ("RTO") under the Listing Rules and accordingly the
Company would apply for the re-admission of its shares to the
Official List and the Main Market of the London Stock Exchange.
Where an RTO is contemplated but has not yet been completed, the
FCA will normally suspend a company's listing pending the
publication of a prospectus prepared in accordance with the
prospectus regulation rules of the FCA and approved by the FCA, or
an announcement that the Transaction is not proceeding.
Therefore, at the request of the Company, the FCA suspended the
Company's listing on the standard segment of the Official List as
of 29 September 2021. Trading on the Main Market of the London
Stock Exchange has also been suspended as of 29 September 2021.
I look forward to reporting our progress on this potentially
transformative transaction to you in the coming weeks and thank all
shareholders for their continued support.
Financial Review
For the 6 months to 30 June 2021 the Company reported a net loss
of GBP301,232, mostly relating to administrative expenses involved
with the listing. The Company maintained a strong balance sheet
position at 30 June 2021, most notably holding cash at period end
of GBP880,445.
Directors
The following directors have held office during the period to 30
June 2021:
Mr Stephen West (Executive Chairman)
Mr Mark Rollins (Non-Executive Director)
Dr Michael Stein (Non-Executive Director)
Mr Glenn Whiddon (Non-Executive Director) - resigned 20 October
2021
Corporate Governance
The UK Corporate Governance Code (September 2014) ("the Code"),
as appended to the Listing Rules, sets out the Principles of Good
Corporate Governance and Code Provisions which are applicable to
listed companies incorporated in the United Kingdom. As a standard
listed company, the Company is not subject to the Code, but the
Board recognises the value of applying the principles of the Code
where appropriate and proportionate and has endeavoured to do so
where practicable.
Responsibility Statement
The Directors are responsible for preparing the Unaudited
Interim Condensed Financial Statements in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ("DTR") and with International Accounting
Standard 34 on Interim Reporting ("IAS 34"). The directors confirm
that, to the best of their knowledge, this condensed interim report
has been prepared in accordance with IAS 34 as adopted by the
European Union. 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 six months ended 30 June 2021 and their impact on the condensed
financial statements for the period, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- related party transactions that have taken place in the six
months ended 30 June 2021 and that have materially affected the
financial position of the performance of the business during that
period.
On behalf of the board
Stephen West
Executive Chairman
29 October 2021
Enquiries
Roquefort Investments plc
Stephen West (Chairman) +44 (0)20 3290 9339
Optiva Securities Limited (Broker)
Christian Dennis +44 (0)20 3411 1881
For further information, please visit www.roquefortinvest.com
and @roquefortinvest on Twitter.
ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTHSED 30 JUNE 2021
Unaudited Unaudited
6 Month Period ended 30 June 2021 17 Aug
to 31 Dec 2020
GBP GBP
Notes
Administrative expenses (301,232) (7,624)
---------------------------------- ----------------
Operating loss 6 (301,232) (7,624)
Finance income/(expense) - -
---------------------------------- ----------------
Loss before taxation (301,232) (7,624)
Income tax 7 - -
---------------------------------- ----------------
Loss for the period from continuing operations (301,232) (7,624)
---------------------------------- ----------------
Total loss for the year attributable to equity holders
of the Company (301,232) (7,624)
Other comprehensive loss - -
---------------------------------- ----------------
Total comprehensive loss attributable to equity holders
of the Company (301,232) (7,624)
---------------------------------- ----------------
Basic and diluted earnings per ordinary share (pence) 8 (1.79) (0.08)
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements
ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Unaudited Unaudited
Period ended 30 June 2021 Period ended 31 Dec 2020
GBP GBP
ASSETS Notes
CURRENT ASSETS
Cash and cash equivalents 880,445 114,933
Trade and other receivables 9 13,241 1,443
-------------------------- -------------------------
TOTAL ASSETS 893,686 116,376
-------------------------- -------------------------
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 10 14,331 -
-------------------------- -------------------------
TOTAL LIABILITIES 14,331 -
-------------------------- -------------------------
NET ASSETS 879,355 116,376
-------------------------- -------------------------
EQUITY
Share Capital 11 313,000 124,000
Share Premium 11 800,000 -
Share Based Payment Reserves 12 74,911 -
Retained Earnings (308,856) (7,624)
-------------------------- -------------------------
TOTAL EQUITY 879,355 116,376
-------------------------- -------------------------
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements
ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF CASHFLOW
FOR THE 6 MONTHSED 30 JUNE 2021
Unaudited Unaudited
6 Month Period ended 30 June 2021 17 Aug to 31 Dec 2020
GBP GBP
Cash flow from operating activities
Loss before income tax (301,232) (7,624)
Adjustments for:
Share based payment 74,911 -
Changes in working capital:
Increase in receivables (11,798) (1,443)
Increase in payables 14,331 -
---------------------------------- ----------------------
Net cash used in operating activities (232,788) (9,067)
Cashflows from financing activities
Proceeds from issue of ordinary shares 1,015,000 124,000
Share issue costs (25,700) -
----------------------------------
Net cash used in financing activities 989,300 124,000
Net increase in cash and cash equivalents
Net increase in cash held 765,511 114,933
Cash and cash equivalents at beginning of financial
year 114,933 -
---------------------------------- ----------------------
Cash and cash equivalents at end of financial year 880,445 114,933
---------------------------------- ----------------------
ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTHSED 30 JUNE 2021
Share Based
Ordinary Payment Retained
Share capital Share Premium Reserves earnings Total equity
GBP GBP GBP GBP GBP
On Incorporation
Loss for the period - - - (7,624) (7,624)
-------------------------------- --------------- -------------- ------------ ----------- ---------------
Total comprehensive loss
for the period - - - (7,624) (7,624)
Transactions with owners
Ordinary Shares issued on
incorporation (17 August
2020) 50,000 - - - 50,000
Issue of ordinary shares
(20 November 2020) 74,000 - - - 74,000
-------------------------------- --------------- -------------- ------------ ----------- ---------------
Total transactions with owners 124,000 - - (7,624) 116,376
-------------------------------- --------------- -------------- ------------ ----------- ---------------
Balance as at 31 December
2020 124,000 - - (7,624) 116,376
-------------------------------- --------------- -------------- ------------ ----------- ---------------
At 1 Jan 2021
Loss for the Period - - - (301,232) (301,232)
-------------------------------- --------------- -------------- ------------ ----------- ---------------
Total comprehensive loss
for the period - - - (301,232) (301,232)
Transactions with owners
Ordinary shares issued (22
March 2021) 200,000 800,000 - - 1,000,000
Director warrants issued
(22 March 2021) - - 6,833 - 6,833
Broker seed warrants issued
(22 March 2021) - - 60,002 - 60,002
Broker placing warrants issued
(22 March 2021) - - 8,076 - 8,076
Broker warrants exercised
(19(th) April 2021) 15,000 - - - 15,000
Share issue costs - (25,700) - - (25,700)
-------------------------------- --------------- -------------- ------------ ----------- ---------------
Total transactions with owners 215,000 774,300 74,911 (301,232) 762,979
-------------------------------- --------------- -------------- ------------ ----------- ---------------
As at 30 June 2021 339,000 774,300 74,911 (308,856) 879,355
-------------------------------- --------------- -------------- ------------ ----------- ---------------
ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE 6 MONTHSED 30 JUNE 2021
1 General Information
The Company was incorporated on 17 August 2020 as a public
company in England and Wales with company number 12819145 under the
Companies Act.
The address of its registered office is Eccleston Yards, 25
Eccleston Place, London SW1W 9NF, United Kingdom.
The principal activity of the Company is to pursue opportunities
to acquire biotechnology businesses that are focused on early stage
opportunities in the medical biotechnology sector to include (but
not limited to):
-- Drug and vaccine development;
-- Diagnostics;
-- Immuno-therapy; and
-- Cell and gene therapies.
The Company listed on the London Stock Exchange ("LSE") on 22
March 2021.
2 Accounting Polices
IAS 8 requires that management shall use its judgement in
developing and applying accounting policies that result in
information which is relevant to the economic decision-making needs
of users, that are reliable, free from bias, prudent, complete and
represent faithfully the financial position, financial performance
and cash flows of the entity.
3 Basis of preparation
The Condensed Interim Financial Statements have been prepared in
accordance with International Accounting Standards in conformity
with the requirements of the Companies Act 2006 and the Companies
Act 2006 applicable to companies reporting under IFRS. The
Condensed Interim Financial Statements have been prepared in
accordance with IAS 34 "Interim Financial Statements." The
Condensed Interim Financial Statements do not include all
disclosures that would otherwise be required in a complete set of
financial statements but have been prepared in accordance with the
existing accounting policies of the Company.
The Interim Financial Statements for the period ended 30 June
2021 are unaudited.
The Interim Financial Statements have been prepared using the
measurement bases specified by IFRS for each type of asset,
liability, income and expense.
The Interim Financial Statements do not constitute statutory
accounts within the meaning of section 434 of the Companies Act
2006.
The Interim Financial Statements are presented in GBP unless
otherwise stated, which is the Company's functional and
presentational currency.
Comparative figures represent the period from incorporation to
31 December 2021, and so are not directly comparable.
Going concern
The Directors have made an assessment of the Company's ability
to continue as a going concern and are satisfied that the company
has the adequate resources to continue in operational existence for
the foreseeable future. The Company, therefore, continues to adopt
the going concern basis in preparing its interim financial
statements.
Accounting policies
The same accounting policies, presentation and methods of
computation have been followed in these Condensed Interim Financial
Statements as were applied in the preparation of the Company's
historic financial information for the year period ended 31
December 2020, as included in the Prospectus dated 27 April 2021,
except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted
as a result of changes in the Company.
Standards and interpretations adopted in the period
There were no new standards or interpretations adopted by the
Company in the period.
Standards and interpretations issued and not yet effective:
Standards, amendments and interpretations that are not yet
effective and have not been early adopted are as follows:
Standard Impact on initial application Effective date
------------------- --------------------------------- --------------
IFRS 3 Reference to Conceptual Framework 1 January 2022
--------------------------------- --------------
IAS 37 Onerous contracts 1 January 2022
--------------------------------- --------------
IAS 16 Proceeds before intended use 1 January 2022
--------------------------------- --------------
Annual improvements 2018-2020 Cycle 1 January 2022
--------------------------------- --------------
IFRS 17 Insurance contracts 1 January 2023
--------------------------------- --------------
IAS 8 Accounting estimates 1 January 2023
--------------------------------- --------------
IAS 1 Classification of Liabilities 1 January 2023
as Current or Non-Current.
--------------------------------- --------------
4 Critical accounting estimates and judgments
In preparing the Condensed Interim Financial Statements, the
Directors have to make judgments on how to apply the Company's
accounting policies and make estimates about the future. Estimates
and judgements are continuously evaluated based on historical
experiences and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
In the future, actual experience may deviate from these estimates
and assumptions.
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below.
5 Employees and Directors' Remuneration
There were no employees of the Company in the period under
review, other than the four directors.
Directors remuneration for the period was as follows:
Cash based remuneration 30 June Share based remuneration 30 June Total remuneration 30 June
2021 2021 2021
GBP GBP GBP
--------------- -------------------------------- --------------------------------- ---------------------------
Stephen West 6,644 - 6,644
Glenn Whiddon 3,323 - 3,323
Mark Rollins 3,323 - 3,323
Michael Stein 3,323 24,941 28,264
--------------- -------------------------------- --------------------------------- ---------------------------
16,613 24,941 41,554
--------------- -------------------------------- --------------------------------- ---------------------------
6 Operating Loss
Operating loss from continued operations:
30 June 31 Dec
2021 2020
GBP GBP
---------------------------------- ---------- --------
Costs associated with the IPO (182,053) -
Director fees (16,613) -
Consulting and professional fees (76,874) (6,500)
Other expenditure (25,692) (1,124)
------------------------------------ ---------- --------
(301,232) (7,264)
---------------------------------- ---------- --------
7 Income Tax
30 June 31 Dec
2021 2020
GBP GBP
------------------- -------- -------
Current tax - -
Deferred tax - -
------------------- -------- -------
Income tax expense - -
------------------- -------- -------
Income tax can be reconciled to the loss in the statement of
comprehensive income as follows:
Period ended 30 Jun Period ended 31 Dec
2021 2020
GBP GBP
----------------------------------------------------- ----------------------------- -----------------------------
Loss before taxation (301,232) (7,264)
----------------------------- -----------------------------
Tax at the UK corporation tax rate of 19% (57,234) (1,449)
Tax losses on which no deferred tax asset has been
recognised 57,234 1,449
----------------------------- -----------------------------
- -
----------------------------- -----------------------------
8 Earnings per Ordinary Share
Period Ended 30 Jun 2021 Period Ended 31 Dec 2020
(unaudited) (unaudited)
---------------------------------------------------------- ---- ------------------------- -------------------------
Loss for the year from continuing operations - GBP (301,232) (7,264)
Weighted number of ordinary shares in issue 16,832,177 9,160,369
---------------------------------------------------------------- ------------------------- -------------------------
Basic earnings per share from continuing operations - pence (1.79) (0.08)
---------------------------------------------------------------- ------------------------- -------------------------
9 Trade and other receivables
30 June 2021 31 Dec 2020
GBP GBP
Prepayments 6,607 -
VAT receivable 6,634 1,433
------------- ------------
13,241 1,433
------------- ------------
10 Trade and other payables
30 June 2021 31 Dec 2020
GBP GBP
Trade creditors 5,259 -
Accruals 3,323 -
Other payables 5,750 -
------------- ------------
14,331 -
------------- ------------
11 Share Capital
Ordinary Shares Share Capital Share Premium Total
# GBP GBP GBP
Issue of ordinary shares on incorporation(1) 5,000,000 50,000 - 50,000
Issue of ordinary shares (2) 7,400,000 74,000 - 74,000
Issue of ordinary shares (3) 20,000,000 200,000 800,000 1,000,000
Exercise of broker warrants (4) 1,500,000 15,000 - 15,000
Share issue costs - - (25,700) (25,700)
At 30 June 2021 33,900,000 339,000 774,300 1,113,300
================ ============== ============== ==========
(1) On incorporation on 17 August 2020, the Company issued
5,000,000 ordinary shares of GBP0.01 at their nominal value of
GBP0.01.
(2) On 20 November 2020, the Company issued 7,400,000 ordinary
shares at their nominal value of GBP0.01.
(3) On admission to the Standard List of the LSE on 22 March
2021, 20,000,000 shares were issued at a placing price of
GBP0.05.
(4) On 19 April 2021 1,500,000 brokers warrants were exercised
at the exercise price if GBP0.01 resulting in the issue of
1,500,000 ordinary shares.
12 Share Based Payment Reserves
Total Total
GBP GBP
Directors Warrants Issued (1) 6,833 -
Broker seed warrants Issued (2) 60,002 -
Broker placing warrants Issued (3) 8,076 -
------- ------
At 30 June 2021 74,911 -
------- ------
(1) On admission to LSE on 22 March 2021 750,000 directors'
warrants were issued that entitle the warrant holder to subscribe
for one Ordinary Share at GBP0.05 per ordinary share and a further
750,000 directors warrants were issued that entitle the warrant
holder to subscribe for one ordinary share at GBP0.10 per ordinary
share.
(2) On admission to LSE on 22 March 2021 1,500,000 brokers
warrants were issued that entitle the warrant holder to subscribe
for one Ordinary Share at GBP0.01 per ordinary share.
(3) On admission to LSE on 22 March 2021, 480,000 Broker Placing
Warrants were issued that entitle the warrant holder to subscribe
for one ordinary share at the placing price of GBP0.05 per ordinary
share.
The fair value of the services received in return for the share
options granted are measured by reference to the fair value of the
share options granted. The estimate of the fair value of the share
options granted is measured based on the Black-Scholes valuations
model. Measurement inputs and assumptions are as follows:
Director Director Broker
Warrants Warrants Broker Placing
- GBP0.05 - GBP0.10 Seed Warrants Warrants
--------------------------------- ----------- ----------- --------------- ----------
Weighted average share price GBP0.05 GBP0.05 GBP0.05 GBP0.05
Exercise price GBP0.05 GBP0.10 GBP0.01 GBP0.50
Weighted average contractual
life (years) 5.00 5.00 0.08 3.00
Expected volatility 50% 50% 50% 50%
Expected dividend growth rate Nil Nil Nil Nil
Risk-free interest rate 0.15% 0.15% 0.15% 0.15%
--------------------------------- ----------- ----------- --------------- ----------
Warrants
Number of Warrants Exercise Expiry date
Price
On incorporation - - -
Issued on 25 November 5,000,000 GBP0.10 21 March 2026
2020 (1)
Issued on 25 November 7,000,000 GBP0.10 21 March 2026
2020 (1)
Issued on 17 March 2021 1,500,000 GBP0.01 20 April 2021
Issued on 17 March 2021 480,000 GBP0.05 21 March 2024
Issued on 17 March 2021 750,000 GBP0.05 21 March 2026
(1)
Issued on 17 March 2021 750,000 GBP0.10 21 March 2026
(1)
Issued on 17 March 2021 10,000,000 GBP0.10 21 March 2023
Exercised on 19 April (1,500,000) GBP0.01 20 April 2021
2021
---------
At 30 June 2021 23,980,000 GBP0.097
=================== =========
(1) The warrants vest on 21 March 2022, being 12 months from
date of admission.
The weighted average time to expiry of the warrants as at 30
June 2021 is 3.43 years.
13 Related Party Transactions
On incorporation, the Company issued 2,500,000 Ordinary Shares
of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of
GBP25,000 to Stephen West, a Director and 2,500,000 Ordinary Shares
of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of
GBP25,000 to Glenn Whiddon, a Director.
On 20 November 2020, the Company issued 500,000 Ordinary Shares
of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of
GBP5,000 to Cresthaven Investments Pty Ltd ATF The Bellini Trust
(an entity associated with Stephen West, a Director), 3,500,000
Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash
consideration of GBP35,000 to 6466 Investments Pty Ltd (an entity
associated with Glenn Whiddon, a Director) and 3,000,000 Ordinary
Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash
consideration of GBP30,000 to Mark Rollins, a Director.
All of these shares are paid up.
14 Post Balance Sheet Events
On 18 August 2021, the Company raised GBP150,000 before expenses
through the issue of 3,000,000 new ordinary shares to certain
strategic investors at a price of GBP0.05 per ordinary share. As
part of the placing, the Company also issued 1,500,000 warrants to
subscribe for new ordinary shares at a price of GBP0.10 per share,
expiring on 22 March 2023.
On 29 September 2021, the Company entered into a non-binding
term sheet with Provelmare Holding S.A. ("Provelmare") pursuant to
which the Company will acquire 100% of the total issued equity in
Lyramid Limited ("Lyramid") for an initial consideration of GBP1
million payable 50% in cash and 50% in shares.
Other than the above, there has been no significant change in
either the financial performance or the financial position of the
Company since 30 June 2021.
15 Ultimate Controlling Party
As at 30 June 2021, there was no ultimate controlling party of
the Company.
16 Nature of the Interim Financial Statements
The Company Financial Information presented above does not
constitute statutory accounts for the period under review.
17 Approval of the Condensed Interim Financial Statements
The Condensed Interim Financial Statements were approved by the
Board of Directors on 29 October 2021.
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IR UKVURAWURUAA
(END) Dow Jones Newswires
October 29, 2021 09:01 ET (13:01 GMT)
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