TIDMTEK
RNS Number : 6701I
Tekcapital plc
16 August 2021
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Tekcapital plc
("Tekcapital", "the Company" or "the Group")
Unaudited Half-Yearly Report for the period ending 31 May
2021
Record Results for the Period
Tekcapital Plc (AIM: TEK, OTCQB: TEKCF), the UK intellectual
property investment group focused on transforming university
discoveries into valuable products to improve quality of life, is
pleased to announce its results for the six-month period ended 31
May 2021.
Financial highlights
-- Net Assets increased 56% to US$51.1m (30 Nov 2020: US$32.7m)
-- NAV per share US$0.39 (30 Nov 2020: US$0.35)
-- Total Revenue of US$14.5m (H1 2020: US$2.9m)
o Net increase of US$13.8m in fair value of portfolio
companies
o Revenue from services US$715,323 (H1 2020: $557,684)
-- Profit before tax of US$13.0m (H1 2020: US$1.9m)
-- Completed a placing of 38,000,000 new ordinary shares of 0.4
pence in the Company ("Ordinary Shares") at a price of 10 pence
each to raise US$5.3m before expenses on 18 March 2021.
-- Cash position US$2.5m as of 31 May 2021.
Operational highlights: Portfolio Companies
Belluscura(R) Plc ("Belluscura") (15% ownership)
www.belluscura.com
-- On 8 March 2021, Belluscura plc announced the receipt of
510(k) Clearance from the US Food and Drug Administration (the
"FDA") for its X-PLO2R(TM) portable oxygen concentrator.
-- In April 2021, Tekcapital converted its warrants and options
held in Belluscura for new ordinary shares of 1 pence each in
Belluscura, bringing total shares held to 17.1 million
-- On May 28 2021, Belluscura consummated its IPO and commenced
trading on the AIM Market of the London Stock Exchange. At the IPO
Price of 45 pence per Belluscura share, Tekcapital's holding was
worth US$10.8m, compared to the book value of US$2m as at 30
November 2020.
Lucyd(R) Ltd ("Lucyd") www.lucyd.co
-- On 6 January 2021, Lucyd announced the launch of Lucyd(R)
Lyte(TM) its tech-enhanced, prescription eyewear for active
lifestyles. As of the date of this report Lucyd Lytes have received
more than 200 total 5-star ratings on Amazon and Lucyd.co
websites.
-- On 22 March 2021, Lucyd announced it had signed a
distribution agreement with D. Landstrom Associates, to build
distribution of Lucyd Lyte(TM) bluetooth e-glasses in big box
retail stores in the U.S.
-- On 1 April 2021, Lucyd announced that its US subsidiary Innovative Eyewear Inc had closed an over-subscribed Regulation Crowdfund, raising approximately US$1m. Following completion of the crowdfund, Lucyd owned 75% of shares of Innovative Eyewear Inc.
-- On 5 May 2021, Innovative Eyewear Inc announced hiring of
Frank Rescigna, head of global sales, Ken Strominger, director of
sports & electronics marketing and Alex Rivera, manager of
graphics and photography, expanding is go to market capabilities
following the successful crowdfund.
Tekcapital owns 100% of shares of Lucyd. Lucyd owns
approximately 80% of shares in Innovative Eyewear, its US operating
subsidiary.
Guident Ltd ("Guident") www.guident.co
-- On 5 May 2021 Guident demonstrated its low-latency, vehicle
control software to power its Remote Monitoring and Control Center
(RMCC). This is expected to be used in its first RMCC for AVs, to
be launched later this year in Boca Raton, Florida. The RMCC will
be able to monitor multiple vehicles from a remote, secure
monitoring centre, akin to air traffic control for ground-based
vehicles.
-- During H1 2021, the company defined its go to market strategy
and engaged advisors with relevant industry experience.
-- During H1 2021, the company has also progressed the
engineering development of its prototype regenerative shock
absorbers.
Tekcapital owns 100% of shares of Guident. Guident owns
approximately 91% of shares in Guident CORP, its US operating
subsidiary.
Salarius(R) Ltd ("Salarius") www.salarius.co
-- On 2 December 2020, Salarius successfully launched its
innovative SaltMe!(R) snack line on Amazon in North America, with
demonstrable sales growth since the launch.
-- On 5 February 2021, MicroSalt, Inc, a U.S. subsidiary of
Salarius, commenced its Regulation Crowdfunding program on the
MicroVentures platform , where it is seeking to raise approximately
US$750K at a US$5m pre-money valuation (with approximately US$600k
raised to-date).
-- On 10 March 2021, Salarius announced it has appointed Eduardo
Souchon as V.P. of Business Development and Jay Shah, M.D., a Mayo
Clinic cardiologist as a medical advisor.
-- During the period, the company progressed its B2B sales
pipeline for Microsalt(R), including advancement to pricing
discussions and successful development of different flavor mixes
using MicroSalt(R) for a number of snack manufacturers.
Tekcapital owns 97.2% ownership of Salarius. Salarius owns
approximately 80% of shares in Microsalt Inc, its US operating
subsidiary.
Operational highlights: Corporate
As part of our continuing efforts to develop our team and expand
our services:
-- Tekcapital participated as sponsor and exhibitor at the
virtual 2021 Canadian Region Meeting by the Association of
University Technology Managers (AUTM), where hundreds of tech
transfer professionals and industry experts met.
-- Tekcapital participated as sponsor and exhibitor at the
virtual 2021 Central Region Meeting held by AUTM.
-- Tekcapital delivered a successful webinar series "The Impact
of Nanotechnology" to more than 60 participants from the technology
and innovations ecosystem in LATAM.
-- Tekcapital has delivered more than 100 Invention Evaluator
reports to assess the market potential of new university
technologies in 2021.
Post period end highlights:
On 5 July 2021, Lucyd's U.S. operating company, Innovative
Eyewear, Inc. signed an exclusive purchase and distribution
agreement with 8 Points Inc, a subsidiary of Marca Eyewear Group
Inc . a leading Canadian eyewear distributor that provides high-end
spectacles for optical stores and eye care professionals. This
agreement sets out a minimum purchase requirement of US$4.6m worth
of Lucyd(R) Lyte(R) e-glasses over 30 months, to maintain retail
distribution exclusivity in Canada .
Post period end, Innovative Eyewear, Inc launched its second
crowdfund with StartEngine LLC at a US$20m pre-money valuation,
raising over US$100,000 as of the date of this report.
Dr. Clifford M. Gross, Chairman said : 'We are glad to report
strong half-year performance for the Group. Our key portfolio
companies are progressing well and should reach significant
additional milestones by the end of 2021. We are also pleased to
highlight Belluscura's successful IPO during the period. We are
excited about what we have achieved in the first half of 2021 and
are bullish about our prospects for the remainder of the year."
For further information, please contact:
Tekcapital Plc Via Flagstaff
Clifford M. Gross, Ph.D.
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker) +44 (0) 20 3470 0470
Richard Morrison/Charlie Bouverat (Corporate
Finance)
Abigail Wayne / Rob Rees (Corporate Broking)
Flagstaff Strategic and Investor Communications +44 (0) 20 7129 1474
Tim Thompson/Andrea Seymour/Fergus Mellon
About Tekcapital plc
Tekcapital creates value from investing in new,
university-developed discoveries that can enhance people's lives
and provides a range of technology transfer services to help
organisations evaluate and commercialise new technologies.
Tekcapital is quoted on the AIM market of the London Stock Exchange
(AIM: symbol TEK) and is headquartered in the UK. For more
information, please visit www.tekcapital.com .
LEI: 213800GOJTOV19FIFZ85
General Risk Factors and Forward-Looking Statements
The information contained in this document has been prepared and
distributed by the Company and is subject to material updating,
completion, revision, verification and further amendment. This
Report is directed only at Relevant Persons and must not be acted
on or relied upon by persons who are not Relevant Persons. Any
other person who receives this Report should not rely or act upon
it. By accepting this Report the recipient is deemed to represent
and warrant that: (i) they are a person who falls within the above
descrip-tion of persons entitled to receive the Report; (ii) they
have read, agree and will comply with the contents of this notice.
The securities mentioned herein have not been and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any U.S. State securities laws, and may
not be offered or sold in the United States of America or its
territories or possessions (the "United States") unless they are
registered under the Securities Act or pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act. This Report is not being made
available to persons in Australia, Canada, Japan, the Republic of
Ireland, the Republic of South Africa or any other jurisdiction in
which it may be unlawful to do so and it should not be delivered or
distributed, directly or indirectly, into or within any such
jurisdictions.
Investors must rely on their own examination of the legal,
taxation, financial and other consequences of an investment in the
Com-pany, including the merits of investing and the risks involved.
Prospective investors should not treat the contents of this Report
as advice relating to legal, taxation or investment matters and are
advised to consult their own professional advisers concerning any
acquisition of shares in the Company. Certain of the information
contained in this Report has been obtained from published sources
prepared by other parties. Certain other information has been
extracted from unpublished sources prepared by other parties which
have been made available to the Company. The Company has not
carried out an independent investigation to verify the accuracy and
completeness of such third party information. No responsibility is
accepted by the Company or any of its directors, officers,
em-ployees or agents for the accuracy or completeness of such
information.
All statements of opinion and/or belief contained in this Report
and all views expressed represent the directors' own current
as-sessment and interpretation of information available to them as
at the date of this Report. In addition, this Report contains
certain "forward-looking statements", including but not limited to,
the statements regarding the Company's overall objectives and
strategic plans, timetables and capital expenditures.
Forward-looking statements express, as at the date of this Report,
the Company's plans, estimates, valuations, forecasts, projections,
opinions, expectations or beliefs as to future events, results or
performance. Forward-looking statements involve a number of risks
and uncertainties, many of which are beyond the Company's control,
and there can be no assurance that such statements will prove to be
accurate. No assurance is given that such forward looking
statements or views are correct or that the objectives of the
Company will be achieved. Further, valuations of Company's
portfolio investments and net asset value can and will fluctuate
over time due to a wide variety of factors both company specific
and macro-economic. Changes in net asset values can have a
significant impact on revenue and earnings of the Company and its
future prospects. Additionally, the current Coronavirus pandemic
may produce negative economic activities which could reduce the
company's economic performance and the performance of its portfolio
companies in ways that are difficult to quantify at this juncture.
It may cause a downturn in the markets in which the Company
operates, reduce the Company's net asset values, revenue, cash
flow, access to investment capital and other factors which could
negatively impact the Company. As a result, the reader is cautioned
not to place reliance on these statements or views and no
responsibility is accepted by the Company or any of its directors,
officers, employees or agents in respect thereof. The Company does
not undertake to update any forward-looking statement or other
information that is contained in this Report. Neither the Company
nor any of its shareholders, directors, officers, agents, employees
or advisers take any responsibility for, or will accept any
liability whether direct or indirect, express or implied,
contractual, tortious, statutory or otherwise, in respect of, the
accuracy or completeness of the information contained in this
Report or for any of the opinions contained herein or for any
errors, omissions or misstatements or for any loss, howsoever
arising, from the use of this Report. Neither the issue of this
Report nor any part of its contents is to be taken as any form of
contract, commitment or recommendation on the part of the Company
or the directors of the Company. In no circumstances will the
Company be responsible for any costs, losses or expenses incurred
in connection with any appraisal, analysis or investigation of the
Company. This Report should not be considered a recommendation by
the Company or any of its affiliates in relation to any prospective
acquisition or disposition of shares in the Company. No
undertaking, Report, warranty or other assurance, express or
implied, is made or given by or on behalf of the Company or any of
its affiliates, any of its directors, of-ficers or employees or any
other person as to the accuracy, completeness or fairness of the
information or opinions contained in this Report and no
responsibility or liability is accepted for any such information or
opinions or for any errors or omissions.
Intellectual Property Risk Factors
Tekcapital mission is to create valuable products from
university intellectual property that can improve people's lives.
Therefore, our ability to compete in the market may be negatively
affected if our portfolio companies lose some or all of their
intellectual property rights. If patent rights that they rely on
are invalidated, or if they are unable to obtain other intellectual
property rights. Our success will depend on the ability of our
portfolio companies to obtain and protect patents on their
technology and products, to protect their trade secrets, and for
them to maintain their rights to licensed intellectual property or
technologies. Their patent applications or those of our licensors
may not result in the issue of patents in the United States or
other countries. Their patents or those of their licensors may not
afford meaningful protection for our technology and products.
Others may challenge their patents or those of their licensors by
proceedings such as interference, oppositions and re-examinations
or in litigation seeking to establish the invalidity of their
patents. In the event that one or more of their patents are
challenged, a court may invalidate the patent(s) or determine that
the patent(s) is not enforceable, which could harm their
competitive position and ours. If one or more of our portfolio
company patents are invalidated or found to be unenforceable, or if
the scope of the claims in any of these patents is limited by a
court decision, our portfolio companies could lose certain market
exclusivity afforded by patents owned or in-licensed by us and
potential competitors could more easily bring products to the
market that directly compete with our own. The uncertainties and
costs surrounding the prosecution of their patent applications and
the cost of enforcement or defense of their issued patents could
have a material adverse effect on our business and financial
condition.
To protect or enforce their patent rights, our portfolio
companies may initiate interference proceedings, oppositions,
re-examinations or litigation against others. However, these
activities are expensive, take significant time and divert
management's attention from other business concerns. They may not
prevail in these activities. If they are not successful in these
activities, the prevailing party may obtain superior rights to our
claimed inventions and technology, which could adversely affect
their ability of our portfolio companies to successfully market and
commercialize their products and services. Claims by other
companies may infringe the intellectual property rights on which
our portfolio companies rely, and if such rights are deemed to be
invalid it could adversely affect our portfolio companies and
ourselves as investors in these companies.
From time to time, companies may assert, patent, copyright and
other intellectual proprietary rights against our portfolio
company's products or technologies. These claims can result in the
future in lawsuits being brought against our portfolio companies or
their holding company. They and we may not prevail in any lawsuits
alleging patent infringement given the complex technical issues and
inherent uncertainties in intellectual property litigation. If any
of our portfolio company products, technologies or activities, from
which our portfolio companies derive or expect to derive a
substantial portion of their revenues and were found to infringe on
another company's intellectual property rights, they could be
subject to an injunction that would force the removal of such
product from the market or they could be required to redesign such
product, which could be costly. They could also be ordered to pay
damages or other compensation, including punitive damages and
attorneys' fees to such other company. A negative outcome in any
such litigation could also severely disrupt the sales of their
marketed products to their customers which in turn could harm their
relationships with their customers, their market share and their
product revenues. Even if they are ultimately successful in
defending any intellectual property litigation, such litigation is
expensive and time consuming to address, will divert our
management's attention from their business and may harm their
reputation and ours.
Several of our portfolio companies may be subject to complex and
costly regulation and if government regulations are interpreted or
enforced in a manner adverse to them, they may be subject to
enforcement actions, penalties, exclusion, and other material
limitations on their operations that could have a negative impact
on their financial performance. All of the above listed risks can
have a material, negative affect on our net asset value, revenue,
performance and the success of our business and the portfolio
companies we have invested in.
Chairman's statem ent
Tekcapital brings innovations from lab to market. In the first
half of 2021, our key portfolio companies have made significant
progress and as a result, our net assets ended the period at record
levels.
Key portfolio companies
Tekcapital Plc commercialises university intellectual property,
a process known as technology transfer, both for its own portfolio
and as a service for client companies.
We believe that when you couple commercialization ready,
compelling university IP with strong senior management, you
increase the probability that vibrant companies will emerge, net
assets will grow, returns on invested capital are likely to
increase and exits, if they occur, should occur faster. When we
realise exits, the Group's goal is to distribute a portion of
proceeds as a special dividend to our shareholders.
The Company believes that there is considerable value to be
realised from its portfolio companies and is continuing to further
assist and invest in these operations. A common theme across our
portfolio companies is that they have proprietary intellectual
property, capable management in our view, and if successful, can
improve the quality of life for the customers they serve. The
Company's key investments include:
-- Salarius ltd (www.salarius.co), of which Tekcapital owns
97.2%, owns a patented process for producing nano-particle salt
crystals ("MicroSalt(R)"), which can reduce sodium content in snack
foods by up to 50.0%, yet provide the same level of salty flavour
found in traditional snacks. Salarius' goal is to make snack foods
healthier. According to the World Health Organization,
cardiovascular disease takes the lives of 17.9 million people per
year and is responsible for 31% of global deaths and as such the
low sodium ingredient market is estimated to reach US$1.76 billion
by 2025[1].
-- Lucyd ltd (www.lucyd.co), which is wholly owned by
Tekcapital, sells innovative Bluetooth enabled glasses, through its
US. Subsidiary Innovative Eyewear, Inc (80% ownership). The company
owns 24 design and utility patents (14 granted and 10 pending) for
its Bluetooth(R) enabled sound glasses. We believe Lucyd was the
first company to offer proper prescription glasses online that
allow the wearer to connect to their smartphones and digital
assistants. Their mission is to Upgrade your Eyewear(R) with useful
hands-free technology. In 2019, the largest number of pedestrian
injuries were reported in the past 30 years[2] and every seven
minutes a pedestrian is struck by a car due primarily to both
drivers and pedestrian alike being distracted with their smart
phones. Lucyd's glasses have speakers built into the arms of the
glasses which allows users to make calls and listen to music,
whilst maintaining situational awareness of the traffic around them
having nothing placed in the ears. Additionally, Lucyd is
developing a voice-controlled app called Vyrb(TM) which will enable
it's Lyte customers and others to respond to posts on Twitter with
their voice, obviating the need to look at their phones or type
responses. Lucyd is positioned at the intersection of the online
eyewear, hearables and digital assistant markets. Online eyewear
sales in the U.K. are projected to reach US$824m[3] in 2019. The
U.S. online eyewear market is projected to reach US$3.5bn in 2019
and expected to grow annually by 1.3%[4].
-- Guident ltd (www.guident.co), which is wholly owned by
Tekcapital (Guident owns approximately 91% of shares in Guident
CORP, its US operating subsidiary), was established to
commercialise new technology to enhance the utility and safety of
autonomous vehicles ("AVs") and ground-based autonomous delivery
devices. Using its proprietary IP, Guident is developing software
Apps that allow operators of AV's to remotely monitor and control
their vehicles. Remote monitoring and control is a legal
requirement for AV operation in the State of Florida and other
jurisdictions. The autonomous vehicle market is expected to reach
US $65.3 billion by 2027[5].
-- Belluscura plc (www.belluscura.com), of which Tekcapital owns
approximately 15%, has developed an improved portable oxygen
concentrator (POC) to provide on-the-go supplemental O(2) . Their
device is smaller, lighter and quieter than most competitive
products and has a replaceable filter cartridge that will allow the
user to upgrade the unit as their disease progresses. The device
was recently cleared for sale by the FDA and Bellusscura is
expected to begin sales in Q3 2021. As a result of the global
prevalence of Chronic obstructive pulmonary disease (COPD), the
medical portable oxygen market is expected to grow from US$1.4bn in
2018 to US$5bn by 2030[6]. A recent report by Grand V iew Research
indicates an increasing demand for portable oxygen concentrators,
and anticipates unit sales to grow from 405k units per year in 2019
to 581k units per year in 2026 for a total value of US$1.4bn. This
anticipated growth may have a positive impact on portfolio company
Belluscura.
Corporate
In H1 2021 consulting services sales increased by 28% to US$715K
from US$558K (H1 2020).
Financial performance
Despite significant headwinds resulting from COVID-19, in H1
2021 Tekcapital continued to create value which resulted in a 56%
increase in its net assets. This was largely due to return on
invested capital (ROIC) for Belluscura following its IPO and the
improved performance of Lucyd following the successful launch of
its first commercial product. The Group has now demonstrated 4.5
years of consistent growth of Net Assets.
Fundraisings
On 18 March 2021, the Group announced that it had completed a
fundraising of US$5.28 million gross proceeds through the placing
of 38,000,000 new Ordinary Shares, primarily with new and existing
institutional investors at a price of 10 pence per share. These
funds are being utilized for accelerating portfolio company growth
and for working capital.
Current Trading and Outlook
Having continued to develop and expand Tekcapital's existing
business, the Board is confident that continued investment in our
portfolio companies remains the right approach for long-term value
creation. Additionally, most of our portfolio companies are
exploring external funding. Further, we believe that we are
executing on our strategy and this should result in increases in
returns on invested capital as our portfolio companies continue to
mature towards meaningful exits, which we hope to see in the next
24 months. Whilst it is clear that the Company is progressing very
well, net asset values will fluctuate from period to period due to
individual portfolio company performance, valuations and changes in
market conditions and macro-economic financial conditions including
the recent Coronavirus pandemic. We are grateful for the patience
and support of our shareholders. We are also sincerely appreciative
of our dedicated, creative and incredibly hardworking team without
which, none of the results reported herein would be possible.
Dr Clifford M Gross
Chairman and CEO
16 August 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 31 May 2021
Notes Six months Six months Year ended
ended ended 31 May 30 November
31 May 2020 2020
2021
Unaudited Unaudited Audited
US$ US$ US$
Continuing Operations
Revenue from services 715,753 557,684 1,195,252
Unrealised profit
on the revaluation
of investments 7 13,780,423 2,301,963 8,688,111
-------------------------------- ------
Total Revenue 14,496,176 2,859,647 9,883,363
-------------------------------- ------ ----------------------- ----------------------------- --------------
Cost of sales (384,236) (248,900) (458,728)
-------------------------------- ------ ----------------------- ----------------------------- --------------
Gross Profit 14 ,111,940 2,610,747 9,424,635
-------------------------------- ------ ----------------------- ----------------------------- --------------
Administrative expenses (1,154,686) (711,300) (1,742,641)
-------------------------------- ------ -----------------------
Operating Profit 12,957,254 1,899,447 7,681,994
-------------------------------- ------ -----------------------
Profit on ordinary
activities before
income tax
Income tax expense (94) (1,818) (2,076)
-------------------------------- ------ ----------------------- ----------------------------- --------------
Profit after tax for
the period 12,957,160 1,897,629 7,679,918
-------------------------------- ------ ----------------------- ----------------------------- --------------
Other comprehensive
income
Foreign exchange profit/(loss) 430,914 (182,115) 92,949
-------------------------------- ------ ----------------------- ----------------------------- --------------
Total other comprehensive
income/(loss) 430,914 (182,115) 92,949
-------------------------------- ------ ----------------------- ----------------------------- --------------
Total comprehensive
profit for the period 13,388,074 1,715,514 7,772,867
-------------------------------- ------ ----------------------- ----------------------------- --------------
Earnings per share 6
Basic earnings per
share 0.120 0.026 0.095
Diluted earnings per
share 0.117 0.025 0.094
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 May 2021
Notes As at 31 As at 31 As at 30 November
May 2021 May 2020 2020
Unaudited Unaudited Audited
US$ US$ US$
Assets
Non-current assets
Intangible assets 838,770 838,770 838,770
Financial assets at
fair value through
profit and loss 7 46,426,210 22,758,873 30,491,657
Convertible Loan
Notes 1,778,282 735,978 588,169
Property, plant and
equipment 11,317 13,475 9,622
----------------------------- -------------------------------- -------------------
49,054,579 24,347,096 31,928,218
----------------------------- -------------------------------- -------------------
Current Assets
Trade and other
receivables 236,446 1,038,395 647,436
Cash and cash
equivalents 2,456,493 1,034,348 538,473
----------------------------- -------------------------------- -------------------
2,692,939 2,072,743 1,185,909
Total A ssets 51,747,518 26,419,839 33,114,127
============================= ================================ ===================
Liabilities
Current liabilities
Trade and other
payables 443,194 127,635 247,442
Current income tax
liabilities 500 500 500
Deferred Revenue 154,721 110,474 154,721
----------------------------- -------------------------------- -------------------
Total liabilities 598,41 5 238,609 402,663
============================= ================================ ===================
Net Assets 51,149,10 3 26,181,230 32,711,464
Equity
Ordinary shares 8 735,625 494,861 521,830
Share premium 8 17,992,484 12,786,361 13,211,344
Retained earnings 31,791,802 12,976,794 18,780,012
Translation reserve 701,361 (4,617) 270,447
Merger reserve (72,169) (72,169) (72,169)
Total E quity 51,149,10 3 26,181,230 32,711,464
============================= ================================ ===================
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 May 2021
Attributable to equity holders of the parent
---------------------------------------------
Ordinary Share Premium Translation Merger Reserve Retained Total Equity
shares Reserve Earnings
US$ US$ US$ US$ US$ US$
Unaudited
Balance at 1
December 2020 521,830 13,211,344 270,447 (72,169) 18,780,012 32,711,464
Share issue 213,795 5,082,394 5,296,189
Cost of share
issue (301,254) (301,254)
Profit for the
period 12,957,160 12,957,160
Other
comprehensive
income 430,914 430,914
Share based
payments 54,630 54,630
Balance at 31
May 2021 735,625 17,992,484 701,361 (72,169) 31,791,802 51,149,103
=============== ============== =============== =============== =============== =============
Unaudited
Balance at 1
December 2019 372,984 10,993,546 177,498 (72,169) 11,055,821 22,527,680
Share issue 121,877 1,967,235 2,089,112
Cost of share
issue (174,420) (174,420)
Profit for the
period 1,897,629 1,897,629
Other
comprehensive
income (182,115) (182,115)
Share based
payments 23,346 23,345
Balance at 31
May 2020 494,861 12,786,361 (4,617) (72,169) 12,976,794 26,181,231
--------------- -------------- --------------- --------------- --------------- -------------
Audited
Balance at 1 December 2019 372,984 10,993,546 177,498 (72,169) 11,055,821 22,527,680
Share issue 147,298 2,450,245 2,597,543
Cost of share issue (262,252) (262,253)
Share options exercised 1,548 29,805 31,353
Profit for the period 7,679,918 7,679,918
Other comprehensive income 92,949 92,949
Share based payments 44,273 44,273
Balance at 30 November 2020 521,830 13,211,344 270,447 (72,169) 18,780,012 32,711,464
======== =============== ======== ========= =========== ===========
Share capital represents the amount subscribed for share capital
at nominal value.
Share premium represents the amount subscribed for share capital
in excess of nominal value and net of any directly attributable
issue costs.
The merger reserve arose on the share for share exchange
undertaken by the Company with Tekcapital Europe Limited on 18
February 2014.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 31 May 2021
Six months Six months For the year
ended ended ended
Group Note 31 May 2021 31 May 30 Nov 2020
2020
US $ US $ US $
---------------------------------- -------- ------------------------- -------------------------- -----------------
Cash flows from operating
activities
Cash outflows from operations (1,306,438) (1,149,198) (948,166)
Taxation paid (94) (1,818) (2,076)
Net cash outflows from operating
activities (1,306,532) (1,151,016) (950,242)
-------------------------------------------- ------------------------- -------------------------- -----------------
Cash flows from investing
activities
Purchase of financial assets
at fair value through profit
and loss (1,771,901) (219,584) (1,345,679)
Purchases of property, plant
and equipment (950)
Net cash outflows from investing
activities (1,771,901) (219,584) (1,346,629)
Cash flows from financing
activities
Proceeds from issuance of
ordinary shares 5,296,189 2,089,112 2,628,896
Costs of raising finance (301,252) (174,420) (262,252)
Net cash inflows from financing
activities 4,994,937 1,914,692 2,366,644
-------------------------------------------- ------------------------- -------------------------- -----------------
Net increase/(decrease) in
cash and cash equivalents 1,916,504 544,092 69,773
Cash and cash equivalents
at beginning of year 538,473 472,899 472,899
Exchange gain/(loss) on cash
and cash equivalents 1,516 17,357 (4,199)
Cash and cash equivalents
at end of the period 2,456,493 1,034,348 538,473
-------------------------------------------- ------------------------- -------------------------- -----------------
Notes to the financial information
1. General information
Tekcapital PLC is a company incorporated in England and Wales
and domiciled in the UK. The address of the registered office is 12
New Fetter Lane, London, United Kingdom, EC4A 1JP. The Company is a
public limited company, which is quoted on the AIM market of the
London Stock Exchange in 2014.
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below. These
policies have been consistently applied to all the periods
presented, unless otherwise stated.
2. Basis of preparation
The financial information for the six months ended 31 May 2021
set out in this interim financial information is unaudited and does
not constitute statutory financial statements. The interim
condensed financial information has been presented in US Dollars
("$").
3. Accounting policies
3.1 Statement of compliance
The accounting policies applied by the Group in these unaudited
half year results are consistent with those applied in the annual
financial statements for the year ended 30 November 2020.
The financial statements of Tekcapital PLC Group have been
prepared in accordance with International Financial Reporting
Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) as
adopted by the European Union and the Companies Act 2006 applicable
to companies reporting under IFRS. The financial statements have
been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the consolidated financial
statements are disclosed in note 4 of the FY 2020 accounts. The
estimates that changed since then are disclosed in Note 7.
4. Going concern
The Group meets its day to day working capital requirements
through its service offerings and monies raised in follow-on
offerings. The Group's forecasts and projections indicate that the
Group has sufficient cash reserves to operate within the level of
its current facilities. If the Group forecasts are not achieved the
Directors are confident that additional funds could be raised
through equity issues if required. After making enquiries, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future.
The Group therefore continues to adopt the going concern basis
in preparing both its consolidated financial statements and for
these interim financial statements.
5. Taxation
Immaterial charge of US$94 has arisen in the six-month period
ended 31 May 2021 (31 May 2020: US$2,090).
6. Earnings per share
Basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of Ordinary Shares outstanding during the period.
Diluted earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders by the sum of
weighted average number of (1) Ordinary Shares outstanding during
the period and (2) Ordinary Shares to be issued assuming exercise
of outstanding stock options with intrinsic value above $0 at 31
May 2021:
Six months ended 31 May 2021 Six months ended 31 May 2020 Year ended 30 November 2020
US$ US$ US$
Profit
attributable
to equity
holders of
the Company 12,957,160 1,897,629 7,679,918
Weighted
average
number of
Ordinary
Shares in
issue:
Basic 108,363,954 72,332,693 58,010,322
Diluted 115,363,954 76,081,339 58,918,289
Basic profit
(loss) per
share ($) 0.120 0.026 0.095
Diluted
profit
(loss) per
share ($) 0.117 0.025 0.094
7. Financial Assets at Fair Value through Profit or Loss
Group's investments in portfolio companies are listed below and
classified as equity instruments. The principal place of business
for portfolio companies listed below is England and Wales.
31 May 1 December Additions Exchange Fair value 31 May
2020 2020 difference gain/(loss) 2021
US $ US $ US $ US $ US $ US $
Guident Limited 15,511,631 22,029,834 28,475 22,058,309
Lucyd Ltd 3,431,001 2,699,331 5,210,705 7,910,036
Belluscura
Limited 1,939,653 2,081,027 1,771,901 353,753 8,569,718 12,776,400
Salarius Ltd 1,833,426 3,638,304 3,638,304
Smart Food
Tek Limited 43,162 43,161 43,161
Total Balance 22,758,873 30,491,657 1,771,901 382,229 13,780,423 46,426,210
------------------------------------------------------------------ ----------- ----------- ---------- ------------ ------------- -----------
The valuation techniques used fall under, Level 2 - Observable
techniques, other than quoted prices, and Level 3- Other techniques
as defined by IFRS 13. There have been no transfers between Level 3
and Level 2 for Group's investment in Lucyd Ltd during the period.
Fair value measurement hierarchy for financial assets as at 31 May
2021 with comparative amounts as of 30 November 2020:
Date of Valuation Significant Significant
observable unobservable
inputs (Level inputs (Level
Total 2) 3)
US $ US $ US $
Guident and others 31 May 2021 33,649,810 - 33,649,810
Belluscura 31 May 2021 12,776,400 12,776,400 -
-------------------- ------------------- ------------ --------------- ---------------
Total Balance 31 May 2021 46,426,210 12,776,400 33,649,810
-------------------- ------------------- ------------ --------------- ---------------
Guident and others 30 Nov 2020 28,410,630 - 28,410,630
Belluscura Limited 30 Nov 2020 2,081,027 2,081,027 -
Total Balance 30,491,657 2,081,027 28,410,630
----------------------------------------- ------------ --------------- ---------------
Guident (Nil Gain / Nil loss)
The total fair value remains unchanged from 30 November 2020
adjusted for adjusted for fluctuation of foreign exchange
differences . The Group relied on the external valuation prepared
by an independent patent valuation expert for Guident's IP
portfolio performed as of 30 November 2020. Upon review of
assumptions used in the 30 November 2020 valuation as well as
business updates in H1 2021, the management noted no material
events necessitating revisions. The management will obtain an
update to the valuation report as of 30 November 2021, absent of
any market transactions where quoted prices can be obtained.
Salarius (Nil Gain / Nil loss)
The total fair value remains unchanged from 30 November 2020.
The Group relied on the external valuation prepared by an
independent patent valuation expert for the Salarius' IP portfolio
performed as of 30 November 2020. Upon review of assumptions used
in the 30 November 2020 valuation as well as business updates in H1
2021, the management noted no material events necessitating
revisions. The management will obtain an update to the valuation
report as of 30 November 2021, absent of any market transactions
where quoted prices can be obtained.
Lucyd Ltd ($5.2m gain)
The total fair value increased by US$5.2m from 30 November 2020.
The Group relied on the external valuation prepared by an
independent patent valuation expert for Lucyd's business as of 31
May 2021. The update by the valuation expert was prepared due to
material developments in Lucyd' business during the reporting
period, reflected in updated management's projections. The
projections were updated compared to 30 November 2020 valuation
considering:
- Agreement on terms and conditions of the distribution
agreement with 8 Points Inc, a fully owned subsidiary of Marca
Group Eyewear Inc as of 31 May 2021. The agreement sets out a
minimum purchase agreement of U$4.6m over 30 months, to maintain
retail distribution exclusivity in Canada. If minimums are not
achieved, the company may cancel the agreement or convert to a
non-exclusive distribution agreement. If the agreement is
terminated by the distributor, the contractual liability would
exist for all minimum for all periods. Management notes previous
projections did not include international sales. The distributor
signed signals other potential international markets to be
addressed. Although the agreement was not signed until July 2021,
the agreement was substantially progressed as of 31 May 2021.
- Significant, previously unfactored advancement of the US sales
pipeline including progression of discussions with multiple
national US optical chains, independent optical stores, sporting
good stores and big box retail stores during the period.
No deferred tax was recorded on the increase in the fair value
of the company which contributed to the increase in the valuation
during the period.
This progress was also reflected in the pre-money valuation of
Innovative Eyewear, Inc of US$20,000,000 as set by StartEngine LLC
for the purpose of additional fundraising to be undertaken by the
company post period end.
Belluscura ($8.8m gain)
The Group exercised the warrant and options held for shares of
Belluscura in March and April of 2021 for the total of US$
1,815,144 for:
- 1,273,078 ordinary shares at 16p per share
- 600,000 ordinary shares at 15p per share
- 4,761,905 ordinary shares at 21p per share
On May 28 2021, Belluscura plc consummated its IPO and commenced
trading on the AIM Market of the London Stock Exchange. Using
quoted price of 53p as of the last trading day of H1 2021, adjusted
for cost addition of US$1.8m, fair value gain of US$8.8m was
recorded.
Other investments (Nil Gain / Nil loss)
Given early stage of commercialisation, fair value of remaining
Smart Food TEK was recorded based on the cost of acquired IP, as
their carrying amounts represent a reasonable approximation of fair
value.
Under level 3 unobservable inputs. In the absence of observable
inputs, the directors have considered the entities own data to
determine the fair value, which equates to the original funds
invested. They do not consider that any other available information
would materially change or give a more reliable representation of
the value.
This is the only category of financial instruments measured and
re-measured at fair value.
8. Share Capital
The Company's ordinary shares are of GBP0.004 par value.
All of the Company's issued ordinary shares have full voting,
dividend and capital distribution (including winding up) rights;
they do not confer any rights of redemption. The Company does not
hold any ordinary shares in treasury.
Issued Shares Share capital Share premium
and fully
paid
Number US$ US$
Ordinary
shares of
GBP0.004
each
At 1
December
2019 63,728,042 372,984 10,993,546
Shares
issued in
further
public
offering 24,050,000 121,877 1,792,815
------------------------------ ------------------------------------- ---------------------------------------
As at 31
May 2020 87,778,042 494,861 12,786,361
============================== ===================================== =======================================
At 1
December
2019 63,728,042 372,984 10,993,546
Shares
issued in
further
public
offering 28,800,000 147,298 2,450,245
Cost of
shares
issued (262,252)
Shares
issued
through
share
options
exercise 300,000 1,548 29,805
As at 30
November
2020 92,828,042 521,830 13,211,344
============================== ===================================== =======================================
Shares
issued in
further
public
offering 38,000,000 213,795 5,082,394
Cost of
shares
issued (301,254)
As at 31
May 2021 130,828,042 735,625 17,992,484
============================== ===================================== =======================================
9. Related party transactions
The Group has taken advantage of the exemption in IAS 24
"related parties" not to disclose transactions with other Group
companies. During the period the Group did not employ any services
of non-Group companies meeting the definition of related
parties.
10. Interim results
The interim results for the six months ended 31 May 2021 will
not be sent to shareholders but will be available from the
Company's website at http://tekcapital.com/investors/.
- Ends -
[1]
https://www.futuremarketinsights.com/reports/sodium-reduction-ingredient-market
[2] https://www.caranddriver.com/news/a31136893/pedestrian-deaths-increase-2019/
[3]
https://www.statista.com/outlook/12000000/156/eyewear/united-kingdom
[4]
https://www.statista.com/statistics/428692/projected-size-of-global-autonomous-vehicle-market-by-vehicle-type/
[5]
https://www.statista.com/statistics/428692/projected-size-of-global-autonomous-vehicle-market-by-vehicle-type/
[6]
https://www.marketwatch.com/press-release/medical-oxygen-concentrators-market-size-is-estimated-to-achieve-us-499-billion-by-2030-2021-05-17?siteid=bigcharts&dist=bigcharts&tesla=y
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IR FLFFTTLISLIL
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August 16, 2021 02:00 ET (06:00 GMT)
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