TIDMVELA
RNS Number : 5277N
Vela Technologies PLC
30 September 2021
30 September 2021
Vela Technologies plc
("Vela" or "the Company")
Final results for the year ended 31 March 2021
The Board of Vela (AIM: VELA), an AIM quoted investing company
focused on early stage and pre-IPO disruptive technology
investments, announces its final results for the year ended 31
March 2021.
Vela's Annual Report and Financial Statements for the year ended
31 March 2021 will today be posted to shareholders and made
available on the Company's website at http://www.velatechplc.com/ .
The Company's notice of annual general meeting will be published
separately and announced by the Company at that time.
chairman's statement
for the year ended 31 March 2021
I am pleased to present the Chairman's statement for the year
ended 31 March 2021.
The period under review has been one of significant change for
Vela Technologies, including a recapitalisation of the Company,
board changes and new investments. During the period the Company
raised a total of GBP3,750,000 gross proceeds via placings and a
number of warrant exercises contributed gross funds of
GBP1,063,000. James Normand joined the board on 26 August 2020 on
completion of the recapitalisation of the Company. James is a
Chartered Accountant who has spent much of his career advising on
corporate acquisitions, disposals and capital raising, including a
spell at 3i plc and is currently, inter alia, the Chairman of All
Active Asset Capital Limited and of Global Resources Investment
Trust plc. His experience is already proving an asset to Vela.
The Company reported a profit for the period of GBP379,775
compared to a loss of GBP1,412,100 in the previous comparable
period.
Net assets increased to GBP7,201,812 compared to GBP613,611 at
the previous reporting date with cash at the period end of
GBP2,147,070 compared to GBP8,989 at the beginning of the
period.
The Company's improved position has quite naturally generated a
significant flow through of new investment opportunities and each
is robustly reviewed by the board for its future benefit to the
Vela portfolio. We continue to remain open to new opportunities
that fall within the constraints of the Company's investing
policy.
PORTFOLIO REVIEW
Aeristech Limited
Aeristech is a producer and supplier of efficient, power-dense
compressors, which are used to maximise the power output and
efficiency of hydrogen fuel cells. Aeristech's unique turn-key
motor and controller technology provides many benefits for hydrogen
cells, including reducing high power switching events, enabling
high-speed and high-power motors, reducing heat loss and reducing
costs by removing the need for high-cost specialist components. In
February 2021, Vela invested GBP350,000 as part of a pre-IPO
funding round at a price of GBP2.40 per share for 145,833 shares
which gives Vela a holding of 0.92% on a fully diluted basis. The
Company was also issued with 36,458 warrants with a two-year term
and an exercise price of GBP2.40 per ordinary share.
Blockchain K2
During January, the Company sold its entire holding of 272,000
shares for a profit of circa GBP172,000.
Cornerstone FS PLC
Cornerstone is focused on the provision of cross border payment
services for SMEs. In December, Vela subscribed for 400,000 shares
as part of a private funding round which equated to an investment
of GBP200,000. In addition, the Company was issued with 400,000
warrants with a 5-year term and an exercise price of 50p per
share.
Disruptive Tech Limited
Disruptive Tech Limited ("DTL") is an investor in a number of
technology businesses. We anticipate minimal return from this
investment and therefore the investment has been written off as at
the reporting date. The investment was valued at GBP50,000 in
Vela's last published accounts.
Revolve
The business provided engineering services for a number of
OEM's, and has had much success in the development of low carbon
technologies with applications in the passenger car, commercial
vehicle and rail applications. However, Revolve is undergoing a
reorganisation and therefore the investment has been written down
to nil as at the reporting date. The investment was valued at
GBP56,000 in Vela's last published accounts.
Kanabo Group PLC
Kanabo is an Israel based research and development company which
currently sells a range of THC-free retail cannabidiol (CBD)
products in its primary markets of the UK and Germany. Kanabo's
core strategy is to increase revenues from the sale of Kanabo's
existing retail CBD products (vaporisation devices) and to grow the
Kanabo brand through marketing initiatives. In February 2021, Vela
invested GBP150,000 for 2,307,692 shares as part of a subscription
and attained 0.6% of the issued share capital. On 19 February 2021,
the company announced the sale of 1,000,000 shares generating
proceeds of GBP233,801 at a sale price of 23.5p per share compared
to an investment price per share of 6.5p. The company retains
1,307,692 shares in Kanabo.
Mode Global Holdings PLC
Mode is a UK-based Fintech Group, building a modern financial
services business to support an increasingly digitised economy and
financial system, combining the best of banking, payments,
investment, loyalty and digital assets. In October 2020, the
company supported an IPO funding and subscribed for 500,000 shares
for a total investment of GBP250,000. In March 2021, a further
investment of GBP66,320 was made to subscribe for 120,651 shares.
The investment was made to support additional growth. Vela's total
holding equates to 0.68% of the issued share capital.
MTI Wireless
Headquartered in Israel, MTI is an AIM-listed technology group
(AIM:MWE) focused on comprehensive communication and radio
frequency solutions across multiple sectors through three core
divisions. In March 2021, the Company acquired 250,000 shares at a
price of 80p per share and total investment of GBP200,000. The
Company's total holding represents 0.28% of MTI's issued share
capital.
Rural Broadband Solutions PLC
Rural Broadband Solutions PLC (formerly Sapo PLC), is a provider
of ultrafast 5Gb connectivity to rural broadband users across the
UK. In October 2020, Vela invested GBP30,300 for 1,200,000 shares,
in a total fund raise of GBP2,500,900, at a subscription price of
2.5 pence per share.
St George Street Capital Limited
St George Street Capital Limited ("SGSC") is a UK-based
medical-charity led by a group of highly decorated academics and
ex-pharma executives formed to deliver much needed treatments to
patients. SGSC's strategy is to take clinical-ready assets from
pharmaceutical companies and to progress them through Phase II
medical trials, before licensing them on for Phase III trials and
commercialisation in order to create a return for investors and the
charity alike.
Vela paid consideration of GBP2.35m (GBP1.25m in cash and
GBP1.1m in the form of 1.1 billion new Vela shares) to acquire an
8% economic interest in the potential commercialisation of SGSC's
asset to treat individuals with diabetes who are suffering with
COVID-19. The consideration was satisfied by a placing of 1.1
billion new ordinary shares in Vela at a price of 0.1p per share
and GBP1.25m in cash paid from Vela to SGSC. The 1.1 billion share
issue gave SGSC a 9.37 % interest in Vela. Post-period, as of 16
September 2021, Vela announced that SGSC had, through a placing via
Peterhouse Capital, realised their holding in Vela. SGSC no longer
hold any shares in Vela.
WeShop
WeShop is a digital social network platform with ambitious plans
to become a global leader in the rapidly growing and highly
valuable social e-commerce sector. Vela continues to hold the
71,429 shares it acquired in May 2014.
Part disposal of portfolio
As part of the refinancing completed in August 2020, it was
agreed to hive down to a wholly owned subsidiary certain assets
with a value of GBP855,000, financed by a loan. In turn it was
agreed to sell the subsidiary company to a new company formed for
the purpose (Bixx Limited) for GBP1. In order to protect the rights
of Vela shareholders, the entire share capital of Bixx Limited is
held by Vela's shareholders at the time of the reorganisation.
The assets transferred were as follows;
-- 127,817 ordinary shares of 0.01p, 37,117 A ordinary shares of
0.01p, and 91,341 B ordinary shares of 0.01p in Portr Limited
-- 3,000,000 ordinary shares in Argo Blockchain plc
-- 5,674 ordinary shares in Vibe Group Holdings Limited
-- 114,564 ordinary shares and 333,335 warrants for Class A
shares (at an exercise price of $1.50 per Class A common share) in
Stream TV Networks, Inc
-- 10,484 ordinary shares in Advanced Laser Imaging Limited
-- 185,000 ordinary shares in Nektan plc (in administration)
The Directors considered these investments to have an aggregate
current market value of not more than GBP855,000 as at the date of
the transaction.
I am pleased to report that your company is making excellent
progress and we continue to review new investment opportunities in
line with our investing policy. The directors would like to thank
shareholders for their continued support.
strategic report
for the year ended 31 March 2021
Business review
At the period end, the Company held GBP2.147 million of cash (31
March 2020: c.GBP9,000) and continued to keep administration costs
to a minimum so that the Company has sufficient resources to cover
its ongoing running costs and has maximum funds that can be
dedicated to further investments.
During the period, the Company completed a placing to raise
gross proceeds of GBP1.0 million, approved by shareholders in
August 2020, and a placing to raise gross proceeds of GBP1.5
million in March 2021. Additional funds totalling GBP860k (before
expenses) were received in mid-September 2020 through the issue of
shares following the exercise of warrants. These funds, together
with other warrant exercises, have provided the Company with
additional capital in order to make additional investments and to
cover running costs. Further details regarding the shares issued
during the period and after the period end are provided in notes 14
and 21 to the financial statements.
The Company's overall total comprehensive income for the year
was a profit of GBP380,000 (2020: GBP1,412,000 loss). This profit
has primarily arisen from fair value movements on the Company's
investment portfolio.
The valuation of the investment portfolio at 31 March 2021 was
GBP1,969,000 (2020: GBP1,196,000 ), an increase of GBP773,000 on
2020. During the year, Vela invested GBP1,248,000 in new
investments. Further details of these investment additions are
provided in note 8 to the financial statements. The Company also
recorded an increase in the estimated fair value of the investment
portfolio of GBP666,000 during the period. As appropriate, we
update shareholders on investee company performance through the
dissemination of regulatory announcements as information becomes
available, and further detailed information on the investment
portfolio can be found on our website. The Company also made an
investment in a non-current asset, St George Street Capital, which
is valued at GBP2,350,000.
Further details and key points of the investments made and of
the Company's investee companies are detailed in the Chairman's
statement and in note 8 to the financial statements.
The Company had no employees and had a Board of one male
Executive Director and one male Non-Executive Director during the
period.
Principal risks and uncertainties
The preservation of its cash balances and management of the
capital remain key risks for the Company, ensuring that investments
are commensurate with the level of risk.
The Company is committed to maintaining minimal operational
costs.
Further information about the Company's principal risks is
detailed in note 16, specifically in the currency risk, credit
risk, liquidity risk and capital risk management sections.
Approved by the Board of directors and signed on behalf of the
Board on 29 September 2021.
Brent Fitzpatrick MBE
Non-Executive Chairman
For further information, please contact:
Vela Technologies plc Tel: +44 (0) 7421
Brent Fitzpatrick, Non-Executive Chairman 728875
James Normand, Executive Director
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20 3328
and Joint Broker) 5656
Nick Athanas / Piers Shimwell
Peterhouse Capital Limited (Joint Broker) Tel: +44 (0) 20 7469
0930
Lucy Williams / Duncan Vasey / Eran Zucker
About Vela Technologies plc
Vela Technologies plc (AIM: VELA) is an investing company
focused on early stage and pre-IPO long term disruptive technology
investments. Vela's investee companies have either developed ways
of utilising technology or are developing technology with a view to
disrupting the businesses or sector in which they operate. Vela
Technologies will also invest in already-listed companies where
valuations offer additional opportunities.
statement of comprehensive income
for the year ended 31 March 2021
31 March 31 March
2021 2020
Notes GBP'000 GBP'000
--------------------------------------- ------ --------- ---------
Revenue 1 - -
Administrative expenses
- other administrative expenses (400) (344)
- share based payments (21) -
- fair value movements on derivative 138 -
instruments
- fair value movements on investments 8 666 (979)
--------------------------------------- ------ --------- ---------
Total administrative expenses 383 (1,323)
--------------------------------------- ------ --------- ---------
Operating Profit/( loss) 2 383 (1,323)
Finance income 4 16 -
Finance expense 4 (19) (89)
--------------------------------------- ------ --------- ---------
Profit/(Loss) before tax 380 (1,412)
Income tax 6 - -
--------------------------------------- ------ --------- ---------
Profit/( Loss) 380 (1,412)
--------------------------------------- ------ --------- ---------
Other comprehensive income - -
Total comprehensive income 380 (1,412)
--------------------------------------- ------ --------- ---------
Attributable to:
Equity holders of the Company 380 (1,412)
Earnings / (loss) per share
Basic and diluted earnings /(loss)
per share (pence) 7 0.005 (0.092)
--------------------------------------- ------ --------- ---------
balance sheet
as at 31 March 2021
31 March 31 March
2021 2020
Notes GBP '000 GBP'000
---------------------------------- ------ --------- ---------
Non-current assets
Investments 8 1,969 1,196
Trade and other receivables 9 2,995 -
---------------------------------- ------ --------- ---------
Total non-current assets 4 ,964 1,196
Current assets
Trade and other receivables 10 1 13
Derivative financial instruments 11 138 -
Cash and cash equivalents 15 2,147 9
---------------------------------- ------ --------- ---------
Total current assets 2,286 22
---------------------------------- ------ --------- ---------
Total assets 7,250 1,218
---------------------------------- ------ --------- ---------
Equity and liabilities
Equity
Called up share capital 14 3,048 1,749
Share premium account 6,603 1,715
Share option reserve 151 130
Retained earnings (2,600) (2,980)
---------------------------------- ------ --------- ---------
Total equity 7,202 614
---------------------------------- ------ --------- ---------
Current liabilities
Trade and other payables 12 48 54
Loans and borrowings 13 - 550
Total current liabilities 48 604
---------------------------------- ------ --------- ---------
Total equity and liabilities 7,250 1,218
---------------------------------- ------ --------- ---------
These financial statements were approved by the Board,
authorised for issue and signed on their behalf on 29 September
2021 by:
Brent Fitzpatrick MBE
Non-Executive Chairman
Company registration number: 03904195
cash flow statement
for the year ended 31 March 2021
31 March 31 March
2021 2020
Notes GBP'000 GBP'000
------------------------------------- ------ --------- ---------
Operating activities
Profit/(Loss) before tax 380 (1,412)
Share based payment 21 -
Fair value movements on investments 8 (666) 979
Fair value movement on derivative (138) -
assets
Finance expenses 19 89
Finance income (16) -
Decrease in receivables 12 -
(Decrease)/increase in payables (6) 29
Total cash flow from operating
activities (394) (315)
------------------------------------- ------ --------- ---------
Investing activities
Consideration for disposal of
investments 512 17
Consideration for purchase of (1,250) -
financial asset
Consideration for purchase of
investments (1,248) (91)
Total cash flow from investing
activities (1,986) (74)
------------------------------------- ------ --------- ---------
Financing activities
Interest paid (19) (55)
Repayment of loan notes - (240)
Proceeds from the issue of ordinary
share capital 4,537 670
Total cash flow from financing
activities 4,518 375
------------------------------------- ------ --------- ---------
Net increase/(decrease) in cash
and cash equivalents 2,138 (14)
Cash and cash equivalents at
start of year 9 23
------------------------------------- ------ --------- ---------
Cash and cash equivalents at
the end of the year 15 2,147 9
------------------------------------- ------ --------- ---------
Cash and cash equivalents comprise:
Cash and cash in bank 2,147 9
------------------------------------- ------ --------- ---------
Cash and cash equivalents at
end of year 15 2,147 9
------------------------------------- ------ --------- ---------
statement of changes in equity
for the year ended 31 March 2021
Share Share Retained Share Total
Option
Capital Premium Earnings Reserve Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- ---------- -------- --------
Balance at 1 April 2020 1,749 1,715 (2,980) 130 614
Transactions with owners
Share-based payment - - - 21 21
Issue of share capital 1,299 4,888 - - 6,187
---------------------------- -------- -------- ---------- -------- --------
Transactions with owners 1,299 4,888 - 21 6,208
---------------------------- -------- -------- ---------- -------- --------
Profit for the year - - 380 - 380
Total comprehensive income - - 380 - 380
---------------------------- -------- -------- ---------- -------- --------
Balance at 31 March 2021 3,048 6,603 (2,600) 151 7,202
---------------------------- -------- -------- ---------- -------- --------
Balance at 1 April 2019 837 1,715 (1,568) 130 1,114
---------------------------- -------- -------- ---------- -------- --------
Transactions with owners
Issue of share capital 912 - - - 912
Transactions with owners 912 - - - 912
Loss for the year - - (1,412) - (1,412)
Other comprehensive income - - - - -
Total comprehensive income - - (1,412) - (1,412)
---------------------------- -------- -------- ---------- -------- --------
Balance at 31 March 2020 1,749 1,715 (2,980) 130 614
---------------------------- -------- -------- ---------- -------- --------
notes to the financial statements
for the year ended 31 March 2021
1 Revenue and segmental information
The Company is an investing company and as such there is only
one identifiable operating segment, being the holding and support
of investments. Furthermore, the Company operates in a single
geographic segment being the United Kingdom. The results and
balances and cash flows of the segment are as presented in the
primary statements.
2 Profit/(loss) from operations
Profit/(loss) from operations is stated after
charging/(crediting):
31 March 31 March
2021 2020
GBP'000 GBP'000
-------------------------------------- --------- ---------
Auditor's remuneration for auditing
of accounts 16 12
Auditor's remuneration for non-audit
services 2 1
Fair value movements on investments (666) 979
Share-based payment 21 -
-------------------------------------- --------- ---------
3 Staff costs
The average number of persons engaged by the Company (including
Directors) during the period was as follows:
31 March 31 March
2021 2020
--------------------------------- --------- ---------
Directors and senior management 2 2
Total 2 2
--------------------------------- --------- ---------
The aggregate amounts charged by these persons were as
follows:
31 March 31 March
2021 2020
GBP'000 GBP'000
------------------------------ --------- ---------
Aggregate wages and salaries 174 116
Share-based payment charge 21 -
195 116
------------------------------ --------- ---------
The amounts noted above relate to amounts invoiced by the
Company's directors. Further details of directors' remuneration is
provided in note 5.
4 Finance income and expense
Finance income
31 March 31 March
2021 2020
GBP'000 GBP'000
-------------------------- --------- ---------
Other interest receivable 16 -
Total finance income 16 -
-------------------------- --------- ---------
Finance expense
31 March 31 March
2021 2020
GBP'000 GBP'000
----------------------- --------- ---------
Bond interest 19 89
Total finance expense 19 89
----------------------- --------- ---------
Included in finance expenses is GBPnil (2020 - GBP34k) in
respect of the amortisation of loan issue costs.
5 Directors and senior management
Directors' remuneration
31 March 2021
-------------------------------------------------
Salary Fees Pension Equity Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
N B Fitzpatrick - 62 - - 62
A Laiker (resigned 26 August
2020) - 67 - - 67
J Normand (appointed 26
August 2020) 45 45
----------------------------------------- -------- -------- -------- --------
- 174 - - 174
---------------------------------------- -------- -------- -------- --------
31 March 2020
--------------------------------------------------------
Salary Fees Pension Equity Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
N B Fitzpatrick - 52 - - 52
A Laiker (resigned 26 August
2020) - 64 - - 64
J Normand (appointed 26 - - - - -
August 2020)
------------------------------ ---------------- -------- -------- -------- ----------
- 116 - - 116
---------------- -------- -------- -------- ----------
Directors ' and senior management ' s interests in shares
The Directors who held office at 31 March 2021 held the
following shares:
31 March 31 March
2021 2020
-------------------------- ---------- ----------
N B Fitzpatrick 1,500,000 1,500,000
J Normand (appointed 26 - -
August 2020)
-------------------------- ---------- ----------
The total share-based payment costs in respect of options
granted are:
31 March 31 March
2021 2020
GBP'000 GBP'000
Directors 21 -
---------- --------- ---------
As at 31 March 2021, the total number of outstanding options
held by the Directors over ordinary shares was 284,562,427,
representing 2.0 per cent of the Company's issued share
capital.
Further details regarding the options issued are provided in
note 18.
6 Tax
There was no charge to current or deferred taxation in the
current or prior period.
A deferred tax asset relating to losses carried forward has not
been recognised due to uncertainty over the existence of future
taxable profits against which the losses can be used. The Company
has unused tax losses of approximately GBP4.4m (2020: GBP4.8m).
Tax reconciliation
31 March 31 March
2021 2020
GBP'000 GBP'000
------------------------------------ --------- ---------
Profit/(Loss) before tax 380 (1,412)
Tax at 19% on profit/(loss) before
tax 72 (268)
Effects of:
Unrelieved losses carried forward - 268
Loss relief brought forward (72) -
------------------------------------ --------- ---------
Total tax (credit)/expense - -
------------------------------------ --------- ---------
7 Profit/(loss) per share
Profit/(loss) per share has been calculated on a profit after
tax of GBP380,000 (2020: loss after tax of GBP1,412,000) and the
weighted number of average shares in issue for the year of
7,383,146,119 (2020: 1,534,283,948).
The profit/(loss) per share is set out below:
31 March 31 March
2021 2020
--------------------------------- --------- ---------
Profit/(loss) (GBP'000) 380 (1,412)
Profit/(loss) per share (pence) 0.005 (0.092)
--------------------------------- --------- ---------
8 Investments
31 March 31 March
2021 2020
GBP'000 GBP'000
------------------------------------------ --------- ---------
Opening balance 1,196 2,101
Additions during the year 1,248 91
Disposals during the year (1,141) (17)
Movement in fair value charged to profit
or loss 666 (979)
------------------------------------------ --------- ---------
Closing balance 1,969 1,196
------------------------------------------ --------- ---------
Investments are held at fair value through profit and loss using
a three-level hierarchy for estimating fair value.
Note 16 provides details of the three-level hierarchy used.
One investment, with a carrying value of GBP350,000, was held at
cost as an approximation of fair value at 31 March 2021. This
investment was acquired in February 2021.
Additions during the year:
Mode Global Holdings plc
On 5 October 2020 the Company invested GBP250,000 for 500,000
ordinary shares in Mode Global Holdings plc as part of an IPO
funding round by Mode which raised an aggregate GBP7,500,000.
On 2 March 2021 the company subscribed for a further 120,581 new
ordinary shares at a price of 55 pence per ordinary share at a cost
of GBP66,319.
Following both investments the Company holds 620,581 ordinary
shares in Mode representing 0.68% of the issued share capital.
Sapo Plc
On 20 October 2020, the Company subscribed for 1,200,000
ordinary shares in Sapo Plc at a price of 2.5 pence per ordinary
share at a cost of GBP30,000.
Cornerstone FS Plc
On 4 December 2020, the Company subscribed for 400,000 new
ordinary shares of 0.01 pence each in Cornerstone at a price of 50
pence per ordinary share at a cost of GBP200,000. In addition,
Cornerstone has issued Vela with 400,000 warrants with a 5-year
term, each warrant carrying the right to subscribe for one
Cornerstone share at a price of 50 pence. This represents 2.4 per
cent. of Cornerstone's share capital.
Kanabo Group Plc
On 16 February 2021, the Company completed the acquisition of
2,307,692 shares in Kanabo Group Plc for GBP150,000. This
represented approximately 0.6 per cent. of the then issued share
capital of Kanabo.
Aeristech Limited
On 25 February 2021, the Company subscribed for 145,833 new
ordinary shares in Aeristech Limited at a price of GBP2.40 per
ordinary share at a cost of GBP350,000. Following completion of
this funding round, Vela held 0.92% of the fully diluted issued
share capital of Aeristech.
In addition, Aeristech has issued Vela with 36,458 warrants with
a two-year term, each warrant carrying the right to subscribe for
one ordinary share in Aeristech at the issue price of GBP2.40.
MTI Wireless Edge Limited (MTI)
On 25 March 2021, the Company purchased 250,000 new ordinary
shares in MTI at a price of 80 pence per ordinary share at a cost
of GBP200,000. This represents 0.28% of the then issued share
capital of MTI.
Disposals during the year:
Rosslyn Data Technologies plc
Between 17 April 2020 and 27 April 2020 the Company disposed of
a total of 1,100,000 ordinary shares in Rosslyn Data Technologies
plc at prices between 3.8 pence per share and 3.95 pence per share
and with an average price of 3.86 pence per share, generating
proceeds of GBP42,503 for the Company. Following the disposal, Vela
no longer held any shares in Rosslyn Data.
Disposal of certain investments
The Directors took the decision to dispose of its investments in
Portr, Argo Blockchain, Vibe Group Holdings, Stream TV, Advanced
Laser Imaging and Nektan to a newly formed company ("NewCo") for
consideration totalling GBP855,000 payable after seven years. The
proceeds have been recorded at a discounted amount of GBP629,000,
reflecting the deferred payment term. The NewCo was incorporated on
24 July 2020 and its entire issued share capital was held by
existing shareholders of Vela, such that the Vela shareholders as
at the respective record date of the transaction had the same
proportionate beneficial interest in NewCo as they had in Vela.
These investments had a carrying value of GBP555,000 in the
financial statements at 31 March 2020.
BlockchainK2 Corp
Between 12 January 2021 and 20January 2021 the Company disposed
of its entire shareholding of 272,000 ordinary shares in
BlockchainK2 Corp at prices between CAD$0.86 per share and
CAD$1.5255 per share and with an average price of CAD$1.19 per
share, generating proceeds of CAD$322,855 (approximately
GBP186,390) for the Company.
Kanabo Group Plc
On 17 February 2021 the Company disposed of 1,000,000 shares in
Kanabo Group Plc at a price of 23.5p per share generating net
proceeds of GBP233,801 for the Company. Following the disposal, the
Company continued to hold 1,307,692 shares in Kanabo, equivalent to
approximately 0.36 per cent. of Kanabo's then issued share
capital.
North Peak Resources Ltd
In March 2021, the Company disposed of 123,500 shares in North
Peak Resources Ltd for total proceeds of approximately CAD$86,000
(approximately GBP50,000).
9 Trade and other receivables - non-current
31 March 31 March
2021 2020
GBP'000 GBP'000
-------------------------------- --------- ---------
Loan due from Bixx Tech Limited 645 -
Other financial asset 2,350 -
2,995 -
-------------------------------- --------- ---------
Loan due from Bixx Tech Limited
The loan represents the consideration receivable for the
disposal of certain investment assets in August 2020, as detailed
in note 8. The total consideration receivable is GBP855,000, which
is receivable after seven years. The consideration has been
discounted at a market interest rate of 4.5% to reflect the
deferred payment term. Interest receivable in the period amounted
to GBP16,000, representing the unwinding of the discount, and is
recognised within finance income in note 4.
Under the terms of the loan agreement, the Company has provided
an undertaking to distribute a sum equal to any repayment of the
loan to the holders of the Special Deferred Shares (see note 14).
This distribution will be by way of a dividend declared on the
Special Deferred Shares ("the Special Dividend"). In the event that
insufficient distributable reserves exist at the end of the
seven-year loan term, the repayment of the loan will be deferred
for a further year. This deferral will continue until such a time
as the Company has sufficient distributable reserves to be able to
pay the Special Dividend.
Other financial asset - Investment in St George Street
Capital
On 20 October 2020, the Company entered into a contract with St
George Street Capital ("SGSC") for an 8% economic interest in the
potential future commercialisation of SGSC's asset to treat
individuals with diabetes who are suffering with COVID-19 ("the
Asset"). The consideration payable under the terms of the contract
was GBP2.35m which was settled by cash of GBP1.25m and the issue of
1,100,000,000 locked-in consideration shares at a price of 0.1
pence per share. The directors consider that this represented the
fair value of the contract at the date of investment.
The contract gives the Company a right to future economic
benefits and has been classified as a financial asset measured at
fair value through profit and loss. The directors estimate that the
contract will not be realised within 12 months of the reporting
date and so the asset has been classified as non-current.
At the time of the investment, SGSC was in the process of
recruiting for Phase II clinical trials of the Asset and this
recruitment was still ongoing as at the reporting date. As there
had not been any major developments or milestones achieved between
the date of investment and the reporting date, the directors do not
consider the fair value of the contract to have changed materially
during this time. Accordingly, the original consideration payable
under the contract represents the directors' best estimate of its
fair value as at 31 March 2021.
10 Trade and other receivables
31 March 31 March
2021 2020
GBP'000 GBP'000
------------------- --------- ---------
Other receivables 1 13
1 13
------------------- --------- ---------
11 Derivative financial instruments
31 March 31 March
2021 2020
GBP'000 GBP'000
--------- --------- ---------
Warrants 138 -
138 -
--------- --------- ---------
The Company holds warrants providing it with the right to
acquire additional shares in certain of its investee companies at a
fixed price in the future, should the directors decide to exercise
them. The warrants have been recognised as an asset at fair value,
which has been calculated using an appropriate option pricing
model.
12 Trade and other payables
31 March 31 March
2021 2020
GBP'000 GBP'000
------------------------------ --------- ---------
Trade payables 24 28
Accruals and deferred income 24 26
48 54
------------------------------ --------- ---------
13 Loans and borrowings
Loans due within one year 31 March 31 March
2021 2020
GBP'000 GBP'000
--------------------------- ---------- ---------
Bonds - 550
- 550
-------------------------------------- ---------
On 26 August 2020, the Bonds were converted to ordinary shares
in the Company as part of a share reorganisation detailed in note
14. The bonds were denominated in Sterling and interest was charged
at 10%.
14 Share capital
31 March 31 March
2021 2020
GBP'000 GBP'000
-------------------------------------------- --------- ---------
Allotted, called up and fully paid capital
0 (2020 - 1,748,943,717) Ordinary Shares
of 0.1 pence each
13,818,450,084 (2020 - 0) Ordinary Shares - 1,749
of 0.01 pence each 1,382 -
1,748,943,717 (2020 - 0) Deferred Shares 1,399 -
of 0.08 pence each
2,665,610,370 (2020 - 0) Special Deferred 267 -
Shares of 0.01 pence each
3,048 1,749
-------------------------------------------- --------- ---------
Share transactions during the year:
Share reorganisation
On 26 August 2020, the Company undertook a share
reorganisation.
In order to facilitate the conversion of the Bonds detailed in
note 13, the ordinary shares of 0.1p were subdivided into;
a. one ordinary share of 0.02p each, and
b. one deferred share of 0.08p each
The Bonds were then converted into 916,666,653 ordinary shares
at an issue price of 0.06p per share.
Following the Bond conversion, and in order to facilitate a
share placing to raise addition investment capital, the ordinary
shares of 0.02p each, effected by the first share reorganisation,
were sub-divided into;
a. one new ordinary share of 0.01p each, and
b. one special deferred share of 0.01p each.
The new ordinary shares have the same rights as the previous
ordinary shares.
Following the reorganisation and the Bond conversion, the issued
share capital of the Company consisted of 2,665,610,370 O rdinary S
hare s of 0.01 pence each, 1,748,943,717 Deferred S hares of 0.08
pence each and 2,665,610,370 Special Deferred S hares of 0.01 pence
each.
Further share issues in the period
On 26 August 2020 the Company raised GBP1.0 million via the
placing of 4,166,666,875 ordinary shares in the Company at a price
of 0.024 pence per share. In addition, 4,166,666,875 warrants to
subscribe for new Ordinary Shares at a price of 0.06 pence per
share were granted to the subscribers in the Placing on a pro rata
basis to the size of their subscriptions in the Placing.
On the same date, 104,166,666 ordinary shares were issued at the
placing price of 0.024 pence per share to Peterhouse Capital
Limited in lieu of corporate fees in relation to the transaction.
In addition, 215,155,817 broker warrants were granted to Peterhouse
Capital Limited to subscribe for new ordinary shares, exercisable
at the placing price and expiring on 1 September 2021.
On the same date, 235,416,666 ordinary shares were issued at the
placing price of 0.024 pence per share to Antony Laiker, the former
executive director of the Company, in lieu of part of his notice
period and fees owed amounting to, in aggregate, GBP56,500.
On 21 September 2020, the Company issued 1,434,967,250 ordinary
shares at a price of 0.06 pence per share.
On 5 October 2020, the Company issued 107,499,999 ordinary
shares at a price of 0.06 pence per share.
On 23 October 2020, the Company issued 1,923,076,923 ordinary
shares at a price of 0.065 pence per share.
On 26 October 2020, the Company issued 1,100,000,000 ordinary
shares at a price of 0.1 pence per share as part of the SGS
transaction detailed in note 9.
On 11 November 2020, the Company issued 336,666,668 ordinary
shares at a price of 0.06 pence per share.
On 24 February 2021, the Company issued 25,904,000 ordinary
shares at a price of 0.06 pence per share.
On 3 March 2021, the Company issued 51,808,000 ordinary shares
at a price of 0.06 pence per share.
On 16 March 2021, the Company issued 1,666,666,667 ordinary
shares at a price of 0.09 pence per share.
Share rights
The Deferred and Special Deferred Shares are not listed on AIM
and do not carry any rights to receive notice of or attend or speak
or vote at any general meeting or class meeting. There are also no
dividend rights, other than the "Special Dividend" on the Special
Deferred Shares. As described in note 9, upon repayment to the
Company of any amount(s) owed to it pursuant to the loan agreement
between the Company and Bixx Tech Limited, the Company shall, in
priority to any payment of dividend to the holders of the ordinary
shares or any other class of shares, declare and pay to the holders
of the Special Deferred Shares a Special Dividend of an aggregate
amount equal to the amount of such sum repaid, pro rata according
to the number of Special Deferred Shares paid up.
On a return of capital, the holders of the Special Deferred
Shares shall be entitled to receive only the amount paid up on such
shares up to a maximum of 0.01 pence per Special Deferred Share
after (i) the holders of the Ordinary Shares have received the sum
of GBP1,000,000 for each Ordinary Share held by them, and (ii) the
holders of the Deferred Shares have received the sum equal to the
amount paid up on such Deferred Shares.
15 Cash and cash equivalents
Cash and cash equivalents comprise the following:
31 March 31 March
2021 2020
GBP'000 GBP'000
------------------------------------------ --------- ---------
Cash and cash in bank:
Pound sterling 2,147 9
Cash and cash equivalents at end of year 2,147 9
------------------------------------------ --------- ---------
16 Financial instruments
The Company uses various financial instruments which include
cash and cash equivalents, loans and borrowings and various items
such as trade receivables and trade payables that arise directly
from its operations. The main purpose of these financial
instruments is to raise finance for the Company's operations and
manage its working capital requirements.
The fair values of all financial instruments are considered
equal to their book values. The existence of these financial
instruments exposes the Company to a number of financial risks
which are described in more detail below.
The main risks arising from the Company's financial instruments
are currency risk, credit risk and liquidity risk. The Directors
review and agree the policies for managing each of these risks and
they are summarised below. The Company does not have any borrowings
on which interest is charged at a variable rate. The Directors,
therefore, do not consider the Company to be exposed to material
interest rate risk.
Currency risk
The Company's shareholdings in North Peak and Blockchain K2 were
denominated in Canadian Dollars, which gave rise to exposure to
foreign currency risk. The Directors considered the risk and did
not deem it necessary to enter into any specific risk management
arrangements.
Credit risk
This section, along with the liquidity risk and capital risk
management sections below, also forms part of the Strategic
Report.
The Company's exposure to credit risk is limited to the carrying
amount of financial assets recognised at the balance sheet date, as
summarised below:
31 March 31 March
2021 2020
Classes of financial assets - carrying GBP'000 GBP'000
amounts
----------------------------------------- --------- ---------
Financial assets measured at fair value
through profit or loss 4,457 1,196
Financial assets measured at amortised
cost 646 13
----------------------------------------- --------- ---------
5,103 1,209
----------------------------------------- --------- ---------
The Company's management considers that all of the above
financial assets that are not impaired for each of the reporting
dates under review are of good credit quality.
The Company is required to report the category of fair value
measurements used in determining the value of its financial assets
measured at fair value through profit or loss, to be disclosed by
the source of its inputs, using a three-level hierarchy. There have
been no transfers between Levels in the fair value hierarchy.
Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices in active
markets for identical assets. An active market is one in which
transactions occur with sufficient frequency and volume to provide
pricing information on an ongoing basis. The Company has six (2020:
five) investments classified in this category all of which are
listed on a regulated exchange with publicly available market
prices used to determine the year end value. The aggregate historic
cost of the five investments is GBP1,270,672 (2020: GBP887,919) and
the fair value as at 31 March 2021
was GBP1,192,164 (2020: GBP197,757).
Valued using models with significant observable market
parameters - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted
prices included within Level 1 that are observable for the asset,
either directly or indirectly. The Company has two (2020: two)
unquoted investments classified in this category. The historic cost
of these investments is GBP450,000 (2020: GBP276,103) and the fair
value as at 31 March 2021 was GBP777,144 (2020: GBP563,584). These
investments were valued using the latest transaction prices for
shares in the investee companies which were obtained through either
(a) publicly available information (e.g. registrar), (b)
information in respect of recent transactions which the Company was
invited to participate or, where available, (c) direct liaison with
the investee company. The Company also holds warrants for shares in
three investee companies, which have been valued using an option
pricing model with observable inputs. The fair value of these
assets as at 31 March 2021 was GBP138,246.
Valued using models with significant unobservable market
parameters - "Level 3"
Inputs to Level 3 fair values are unobservable inputs for the
asset. Unobservable inputs may have been used to measure fair value
to the extent that observable inputs are not available, thereby
allowing for situations in which there is little, if any, market
activity for the asset at the measurement date (or market
information for the inputs to any valuation models). As such,
unobservable inputs reflect the assumptions the Company considers
that market participants would use in pricing the asset. The
Company has two (2020: five) unquoted investments classified in
this category. The historic cost of these investments is GBP300,000
(2020: GBP1,411,819) and the fair value as at 31 March 2021 was
GBPnil (2020: GBP434,137). The nature of some of the investments
that the Company holds, i.e. minority shareholdings in private
companies with limited publicly available information, is that
significant judgement is required in estimating the value to be
applied in the year end accounts. Management uses knowledge of the
sector and any specific company information available to determine
a valuation estimate. The Company also holds a non-current
financial asset described in note 9 to the financial statements at
a fair value of GBP2,350,000, which is also the historic cost of
the asset. Further details regarding the determination of the fair
value of this asset are provided in note 9.
Liquidity risk
The Company maintains sufficient cash to meet its liquidity
requirements. Management monitors rolling forecasts of the
Company's liquidity on the basis of expected cash flow in
accordance with practice and limits set by the Company. In
addition, the Company's liquidity management policy involves
projecting cash flows and considering the level of liquid assets
necessary to meet these.
Maturity analysis for financial liabilities
31 March 2021 31 March 2020
------------------ ------------------
Within Later Within Later
than than
1 year 1 year 1 year 1 year
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------- -------- -------- --------
At amortised cost:
Financial liabilities at
amortised cost 48 - 604 -
48 - 604 -
-------------------------- -------- -------- -------- --------
Capital risk management
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. This is achieved by making investments
commensurate with the level of risk. The Company is performing in
line with the expectations of the Directors.
The Company monitors capital on the basis of the carrying amount
of equity. The Company policy is to set the amount of capital in
proportion to its overall financing structure, i.e. equity and
long-term loans. The Company manages the capital structure and
makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets.
In order to maintain or adjust the capital structure, the Company
may adjust the amount of dividends paid to shareholders, issue new
shares or loan notes, or sell assets to reduce debt.
17 Reconciliation of net debt
As at As at
1 April Cash Non-cash 31 March
2020 flow movement 2021
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- -------- ---------- ----------
Cash and cash equivalents 9 2,138 - 2,147
Bonds (550) - 550 -
(541) 2,138 550 2,147
--------------------------- --------- -------- ---------- ----------
Non-cash movements on the Bonds relate to the conversion of
amounts owed into Ordinary Shares in the period, as detailed in
notes 13 and 14.
18 Share-based payments
The Company rewards its Directors using equity settled
share-based payments.
Grant of Options
On 26 August 2020, the Company announced that James Normand, a
newly appointed director, had been granted 180,000,000 options to
subscribe for ordinary shares of 0.01p each in the Company. The
options have an exercise price of 0.024p and are exercisable for a
period of ten years from the date of the grant. Half the options
became exercisable 12 months after grant, subject to the Company's
closing mid-market share price being at least 0.048p per Ordinary
Share for 30 consecutive business days, and the remaining half
become exercisable 24 months after grant, subject to the Company's
closing mid-market share price being at least 0.072p per Ordinary
Share for 30 consecutive business days.
In addition, on the same date, Brent Fitzpatrick, Non-Executive
Chairman of the Company, was granted 90,000,000 options to
subscribe for Ordinary Shares in the Company. The options have an
exercise price of 0.024p and are exercisable for a period of ten
years from the date of the grant. Half the options became
exercisable 12 months after grant, subject to the Company's closing
mid-market share price being at least 0.048p per Ordinary Share for
30 consecutive business days, and the remaining half become
exercisable 24 months after grant, subject to the Company's closing
mid-market share price being at least 0.072p per Ordinary Share for
30 consecutive business days. Following this grant of options,
Brent Fitzpatrick now holds a total of 104,562,427 share options
equivalent to 1.46 per cent. of the issued share capital of the
Company.
Following the grant of the options detailed above and the
issuance of the Placing Warrants and the Broker Warrants (to cover
placing fees) the Company had a total of 299,124,854 (2020:
29,124,854) share options outstanding representing approximately
4.17% of the Company's issued share capital and a total of
4,481,822,692 warrants outstanding representing approximately
62.49% of the Company's issued share capital. A number of these
warrants have since been exercised.
The options issued in August 2020 have been valued using the
Monte Carlo option pricing model. The options granted in 2014 and
2015 were valued using the Black Scholes option pricing model.
The amount of remuneration expense in respect of the share
options granted amounts to GBP21,000 (2020: GBPNIL).
Details of the options outstanding at the year end and the
inputs to the option pricing model are as follows:
Options Options Options Options Options
granted granted granted granted granted
26 August 22 October 18 September 2 October 8 April
2020 2015 2015 2014 2014
----------------------- -------------- ------------ ------------- ----------- ------------
Share price at
grant date (pence) 0.05 0.21 0.19 0.33 1.50
Exercise price
(pence) 0.024 0.21 0.15 0.33 0.85
Expected life
(years) 10 7 7 7 7
Annualised volatility
(%) 86.9 79.47 70.98 95.16 74.23
Risk-free interest
rate (%) 2.0 2.0 2.0 2.0 2.0
Fair value determined
(pence) 0.03 0.15 0.13 0.26 1.17
Number of options
granted 270,000,000 6,400,000 10,489,560 4,000,000 8,235,294
Options exercisable
at 31 March 2021 270,000,000 6,400,000 10,489,560 4,000,000 8,235,294
----------------------- -------------- ------------ ------------- ----------- ------------
The expected future annualised volatility was calculated using
historic volatility data for the Company.
The options issued in 2014 and 2015 are not subject to any
performance criteria. However the options issued in 2020 are
subject to performance criteria.
19 Contingent liabilities
Under the terms of the Company's loan receivable from Bixx Tech
Limited, described in note 9, the Company has provided an
undertaking to distribute a sum equal to any repayment of the loan
to the holders of the Special Deferred Shares (see note 14). This
distribution will be by way of a dividend declared on the Special
Deferred Shares ("the Special Dividend"). In the event that
insufficient distributable reserves exist at the end of the
seven-year loan term, the repayment of the loan will be deferred
for a further year. This deferral will continue until such a time
as the Company has sufficient distributable reserves to be able to
pay the Special Dividend. As at 31 March 2021, the carrying value
of the loan receivable was GBP645,000 and, at the scheduled
maturity date, the final settlement value will be GBP855,000.
20 Related party transactions
During the period the Company entered into the following related
party transactions. All transactions were made on an arm's length
basis.
Ocean Park Developments Limited
Brent Fitzpatrick, Non-Executive Director, is also a Director of
Ocean Park Developments Limited. During the year, the Company paid
GBP62,000 (2020: GBP52,000) in respect of his Directors fees to the
Company. The balance due to Ocean Park Developments Limited at the
year-end was GBPnil (2020: GBP8,500).
Widdington Limited
Antony Laiker, a director who served during the year, is also a
Director of Widdington Limited. During the year the Company paid
GBP67,000 (2020: GBP64,000) in respect of his Directors fees to the
Company. The balance due to Widdington Limited at the year-end was
GBPnil (2020: GBP9,500).
Issue of share options to directors
During the year, share options were issued to James Normand and
Brent Fitzpatrick, directors of the Company. Full details are
disclosed in notes 5 and 18.
Antony Laiker
Antony Laiker, who is a former director and at the time was
classified as a related party under the AIM Rules, held GBP50,000
of the bonds which were originally issued under the Company's 10%
bond issue in February 2017. The Bonds were converted to ordinary
shares as part of the reorganisation on 26 August 2020.
In addition, 235,416,666 new ordinary shares were issued to
Antony Laiker, a former director of Vela, in August 2020 in
consideration of accrued and unpaid fees and pursuant to part of
his notice period under his service agreement equivalent to, in
aggregate GBP56,500.
Kevin Sinclair
Kevin Sinclair, who was a significant shareholder in the company
in the 12 months prior to the date of the reorganisation of the
Company, held GBP100,000 of the bonds under the Company's 10% bond
issue in February 2017.
The Bonds were converted to ordinary shares as part of the
reorganisation on 26 August 2020. After this date he ceased to be a
significant shareholder.
Bixx Tech Limited
On 26 August 2020, the Company transferred certain investments
to a newly formed wholly owned subsidiary, Bixx Tech Limited, for
consideration totalling GBP855,000 repayable after seven years.
Further details of this transaction are provided in notes 8 and 9.
Following the transfer of the investments, Bixx Tech Limited was
sold to a newly formed company, Bixx Limited, with the same
shareholders as Vela Technology Plc for consideration of GBP1. As
at 31 March 2021, the carrying value of the balance due from Bixx
Tech Limited was GBP645,000.
The disposal constituted a related party transaction under the
AIM Rules as Antony Laiker was the sole shareholder of Bixx Limited
prior to the disposal
21 Events after the balance sheet date
Disposal of North Peak Resources Ltd
In April 2021 the Company disposed of its remaining shares in
North Peak Resources Ltd. The carrying value of the shares held as
at 31 March 2021 was GBP74,858 and the sales proceeds after the
reporting date amounted to approximately CAD$140,000 (approximately
GBP80,000).
Investment in Cornerstone FS Plc
In April 2021, the Company completed the subscription for
245,902 new ordinary shares in Cornerstone for a cost of GBP150,000
as part of Cornerstone's admission to AIM. Following this
transaction, Vela's aggregate shareholding in Cornerstone
represented approximately 3.2% of its then issued share
capital.
Exercise of warrants and issue of equity
On 30 March 2021, the Company announced an application to issue
24,751,750 new ordinary shares of 0.01p pursuant to the exercise of
warrants to subscribe for new Ordinary Shares at a price of 0.06p
per Ordinary Share. The share allotment was completed on 7 April
2021, generating proceeds of GBP14,851.
On 6 July 2021, the Company issued 35,000,000 new ordinary
shares of 0.01p pursuant to the exercise of warrants to subscribe
for new Ordinary Shares at a price of 0.06p per Ordinary Share,
generating proceeds of GBP21,000.
On 7 July 2021, the Company issued 44,079,000 new ordinary
shares of 0.01p pursuant to the exercise of warrants to subscribe
for new Ordinary Shares at a price of 0.06p per Ordinary Share,
generating proceeds of GBP26,447.
On 19 July 2021, the Company issued 117,083,332 new ordinary
shares of 0.01p pursuant to the exercise of warrants to subscribe
for new Ordinary Shares at a price of 0.06p per Ordinary Share,
generating proceeds of GBP70,250.
On 27 August 2021, the Company issued 1,391,421,209 new ordinary
shares of 0.01p pursuant to the exercise of warrants to subscribe
for new Ordinary Shares at a price of 0.06p per Ordinary Share,
generating proceeds of GBP834,853.
On 7 September 2021, the Company issued 821,549,809 new ordinary
shares of 0.01p pursuant to the exercise of warrants to subscribe
for new Ordinary Shares at a price of 0.06p per Ordinary Share,
generating proceeds of GBP362,530.
Investment in Northcoders Group PLC
In July 2021 the Company invested GBP750,000 in Northcoders
Group PLC. The Company acquired 416,666 new ordinary shares of 1p
each at a price of 180p per share which represents an investment of
6% in the enlarged share capital.
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FR LMMRTMTBJMFB
(END) Dow Jones Newswires
September 30, 2021 03:19 ET (07:19 GMT)
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