TIDMVITA

RNS Number : 6915N

Vintana PLC

26 September 2019

Vintana plc

("Vintana", the "Group" or the "Company")

Interim results for the six months ended 30 June 2019

The Board of Vintana plc (AIM: VITA) announces the Group's interim results for the six months ended 30 June 2019. These half yearly results incorporate the results of the Company's historic trading subsidiary, Cellcast UK Limited ("Cellcast UK"), which was disposed of post period end on 6 September 2019.

Highlights

-- UK interactive broadcast revenues remained broadly level at GBP5.4 million (H1 2018: GBP5.4 million)

   --      Revenues from overseas gaming services of GBP150,000 (H1 2018: GBP330,000) 
   --      Loss before tax of GBP962,234 for the period (H1 2018: profit of GBP5,353) 
   --      Loss per share of GBP1.2p (H1 2018: earnings per share of 0.001p) 

Mike Neville, Chairman of Vintana plc, commented:

"These interim accounts confirm the difficult trading conditions experienced by Cellcast UK in 2018 continued into 2019 and underscore why the Company sold its operating business to a management buyout team in September 2019. Following completion of the disposal, we are now seeking to identify a suitable reverse takeover acquisition target."

For further information:

 
 Vintana plc 
 Mike Neville, Non-Executive Chairman   Tel: +44 7775 606 175 
  Sam Malin, Executive Director          investors@vintana.uk 
 Allenby Capital Limited (Nominated 
  Adviser) 
 Nick Naylor/James Reeve                Tel: +44 20 3328 5656 
 

EXECUTIVE DIRECTOR'S STATEMENT

Half year results

UK interactive broadcast revenues for the six months ended 30 June 2019 were GBP5.39 million (H1 2018: GBP5.44 million). Revenue from the overseas gaming consultancy services represented GBP150,000 (compared to GBP330,000 in H1 2018). As a result, total revenue for the period was GBP5.54 million, a 4% reduction on the previous period (H1 2018: GBP5.77 million).

With additional savings generated by the Group's improved online strategy, the cost of sales went down by GBP69,000 to GBP5.44 million, a decrease of 1% compared to the same period last year (H1 2018 cost of sales: GBP5.51 million)

As a result of the decrease in overseas gaming consultancy revenue, the gross profit for the period amounted to GBP106,000 compared to GBP267,000 in H1 2018.

General and administrative costs amounted to GBP266,000 (H1 2018: GBP217,000).

The post-tax loss for the period amounted to GBP962,000 and negative earnings per share of 1.2p. By comparison, during the period to 30 June 2018 the Group generated a net profit of GBP5,000 and earnings per share of 0.001p.

The Group's cash and cash equivalents at 30 June 2019 stood at GBP412,000 compared to a balance of GBP978,000 at 30 June 2018.

Post period end

Disposal of Cellcast UK

On 20 August 2019, the Company announced the proposed disposal of Cellcast UK to Com & Tel Media Limited for a consideration of GBP375,000, plus the contingent right to certain additional consideration (the "Disposal"). On 6 September 2019, the Company completed the Disposal following the approval of shareholders at a General Meeting. The Company's cash resources following the Disposal were approximately GBP230,000.

Change of name

Following the completion of the Disposal, the Company changed its name to Vintana plc, with TIDM VITA.

Board changes

On completion of the Disposal, Craig Gardiner, Emmanuelle Guicharnaud and Bertrand Folliet resigned as Directors of the Company. Following these departures, the Board consists of Mike Neville as Chairman and Sam Malin as Executive Director.

Outlook

Vintana is now deemed to be an AIM Rule 15 cash shell pursuant to the AIM Rules for Companies. The Company's strategy is to deliver shareholder value through the acquisition, before the date falling six months from 6 September 2019, of one or more companies and/or projects that constitute a reverse takeover under AIM Rule 14 and that are either cash flow generative or show significant potential for growth and a profitable exit.

Sam Malin

Executive Director

26 September 2019

UNAUDITED CONDENSED CONSOLIDATED STATEMENT of comprehensive income

 
For the 6 months ended 30 
 June 2019                                  Discontinued operations 
                                                                       Audited 
                                  6 months ended  6 months ended    Year ended 
                                        30/06/19        30/06/18      31/12/18 
                                             GBP             GBP           GBP 
 
Revenue (see note 3)                   5,543,371       5,772,955    11,270,077 
 
Cost of sales                        (5,437,415)     (5,506,046)  (10,976,656) 
 
Gross profit                             105,956         266,909       293,421 
                                  --------------  --------------  ------------ 
 
Operating costs and expenses: 
  Administrative expenses 
   (see note 4)                        (266,356)       (216,762)     (514,649) 
  Amortisation and depreciation         (33,793)        (42,334)      (79,621) 
  Impairment losses (see note 
   5)                                  (767,609)               -             - 
Total operating costs and 
 expenses                            (1,067,758)       (259,096)     (594,270) 
                                  --------------  --------------  ------------ 
Operating (loss)/profit                (961,802)           7,813     (300,849) 
 
Fair value gains and losses                    -               -         1,787 
Finance costs                              (432)         (2,460)       (2,460) 
 
(Loss)/profit before tax               (962,234)           5,353     (301,522) 
                                  --------------  --------------  ------------ 
 
Taxation                                       -               -        51,117 
 
(Loss)/profit for the period           (962,234)           5,353     (250,405) 
 
Total comprehensive income 
 attributable to owners of 
 the company                           (962,234)           5,353     (250,405) 
                                  ==============  ==============  ============ 
 
  (Loss)/earnings per share 
Basic and diluted (see note 
 6)                                       (1.2p)           0.00p        (0.3p) 
                                  ==============  ==============  ============ 
 
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
As at 30 June 2019 
                                                                     Audited 
                                          30/06/19     30/06/18     31/12/18 
                                               GBP          GBP          GBP 
Assets 
Non-current assets: 
Intangible assets                                -       87,050       78,768 
Property, plant and equipment                    -      132,794      146,971 
Investments                                      -       88,813       62,421 
Trade and other receivables                      -            -      293,228 
                                                 -      308,657      581,388 
                                       -----------  -----------  ----------- 
 
Current assets: 
Trade and other receivables                      -    1,440,521    1,237,915 
Cash and cash equivalents                        -      978,206      698,179 
Assets of disposal group classified 
 as held for sale                        1,403,857            -            - 
                                         1,403,857    2,418,727    1,936,094 
                                       -----------  -----------  ----------- 
 
Total assets                             1,403,857    2,727,384    2,517,482 
                                       ===========  ===========  =========== 
 
 
Capital and reserves: 
Called up share capital                  2,285,398    2,285,398    2,285,398 
Share premium account                    5,533,626    5,533,626    5,533,626 
Merger reserve                           1,300,395    1,300,395    1,300,395 
Warrant reserve                             13,702       13,702       13,702 
Retained earnings                      (8,664,312)  (7,418,141)  (7,702,078) 
                                       -----------  -----------  ----------- 
Total equity                               468,809    1,714,980    1,431,043 
                                       -----------  -----------  ----------- 
 
Liabilities 
Current liabilities: 
Trade and other payables                         -    1,012,404    1,086,439 
Liabilities of directly associated 
 with non-current assets classified 
 as held for sale                          935,048            -            - 
                                           935,048    1,012,404    1,086,439 
                                       -----------  -----------  ----------- 
 
Total equity and liabilities             1,403,857    2,727,384    2,517,482 
                                       ===========  ===========  =========== 
 
 
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 
 
 
  As at 30 June 2019   Called Up    Share 
                         Share     Premium    Merger    Warrant   Retained      Total 
                        Capital    Account    Reserve   Reserve   Earnings     Equity 
 
                             GBP        GBP        GBP      GBP          GBP        GBP 
---------------------  ---------  ---------  ---------  -------  -----------  --------- 
Balance at 1 January 
 2019                  2,285,398  5,533,626  1,300,395   13,702  (7,702,078)  1,431,043 
---------------------  ---------  ---------  ---------  -------  -----------  --------- 
Loss for the period            -          -          -        -    (962,234)  (962,234) 
Balance at 30 June 
 2019                  2,285,398  5,533,626  1,300,395   13,702  (8,664,312)    468,809 
---------------------  ---------  ---------  ---------  -------  -----------  --------- 
 
 
 
  As at 31 December 
  2018                   Called Up    Share 
                           Share     Premium    Merger    Warrant   Retained      Total 
                          Capital    Account    Reserve   Reserve   Earnings     Equity 
 
                               GBP        GBP        GBP      GBP          GBP        GBP 
-----------------------  ---------  ---------  ---------  -------  -----------  --------- 
Balance at 1 January 
 2018                    2,285,398  5,533,626  1,300,395   13,702  (7,423,494)  1,709,627 
-----------------------  ---------  ---------  ---------  -------  -----------  --------- 
Aggregate adjustments 
 on 
 adoption of IFRS 
 9                               -          -          -        -     (28,179)   (28,179) 
-----------------------  ---------  ---------  ---------  -------  -----------  --------- 
Balance at 1 January 
 2018 
 as restated             2,285,398  5,533,626  1,300,395   13,702  (7,451,673)  1,681,448 
-----------------------  ---------  ---------  ---------  -------  -----------  --------- 
Loss for the period              -          -          -        -    (250,405)  (250,405) 
Balance at 31 December 
 2018                    2,285,398  5,533,626  1,300,395   13,702  (7,702,078)  1,431,043 
-----------------------  ---------  ---------  ---------  -------  -----------  --------- 
 
 
 
 
  As at 30 June 2018   Called Up    Share 
                         Share     Premium    Merger    Warrant   Retained      Total 
                        Capital    Account    Reserve   Reserve   Earnings     Equity 
 
                             GBP        GBP        GBP      GBP          GBP        GBP 
---------------------  ---------  ---------  ---------  -------  -----------  --------- 
Balance at 1 January 
 2018                  2,285,398  5,533,626  1,300,395   13,702  (7,423,494)  1,709,627 
---------------------  ---------  ---------  ---------  -------  -----------  --------- 
Loss for the period            -          -          -        -        5,353      5,353 
Balance at 30 June 
 2018                  2,285,398  5,533,626  1,300,395   13,702  (7,418,141)  1,714,980 
---------------------  ---------  ---------  ---------  -------  -----------  --------- 
 

In the above tables, the amounts are attributable to the equity holders of the company.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 6 months ended 30 June 2019

 
                                                   Discontinued operations 
                                                                             Audited 
                                          6 months ended  6 months ended  Year ended 
                                                30/06/19        30/06/18    31/12/18 
                                                     GBP             GBP         GBP 
 
Net cash (outflow) from operations    a        (265,488)        (31,346)   (268,192) 
 
 
Net cash (outflow) from investing 
 activities                           b         (20,242)        (45,289)    (88,470) 
 
Net cash used in financing 
 activities                           c            (432)         (2,460)     (2,460) 
-----------------------------------  ---  --------------  --------------  ---------- 
 
Net (decrease) in cash and 
 cash equivalents from operations              (286,162)        (79,095)   (359,122) 
----------------------------------------  --------------  --------------  ---------- 
 
Cash and cash equivalents 
 at beginning of period                          698,179       1,057,301   1,057,301 
 
Cash and cash equivalents 
 at end of period                     d          412,017         978,206     698,179 
-----------------------------------  ---  --------------  --------------  ---------- 
 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 6 months ended 30 June 2019

 
 
                                                                                    Audited 
                                                6 months ended  6 months ended   Year ended 
                                                      30/06/19        30/06/18     31/12/18 
                                                           GBP             GBP          GBP 
a   Reconciliation of net loss to 
     net cash (outflow) from operating 
     activities 
 
 (Loss)/profit before tax                            (962,234)           5,353    (250,405) 
 Income tax recognised in profit 
  or loss                                                    -               -     (51,117) 
 Fair value gains and losses                                 -               -      (1,787) 
 Finance costs                                             432           2,460        2,460 
 Amortisation and depreciation                          33,793          42,334       79,621 
 Impairment of non-current assets                      274,609               -            - 
 Decrease in trade and other receivables               539,303         513,532      474,027 
 (Decrease) in trade and other 
  payables                                           (151,391)       (595,025)    (520,991) 
 Net cash (outflow) from operations                  (265,488)        (31,346)    (268,192) 
 -------------------------------------------  ----------------  --------------  ----------- 
 
 
b   Cash flow from investing activities 
 
 Purchase of property, plant and 
  equipment                                           (20,242)        (45,289)     (88,470) 
 Net cash (outflow) from investing 
  activities                                          (20,242)        (45,289)     (88,470) 
 -------------------------------------------  ----------------  --------------  ----------- 
 
 
c   Cash flow from financing activities 
 
 Interest paid                                           (432)         (2,460)      (2,460) 
 Net cash used in financing activities                   (432)         (2,460)      (2,460) 
 -------------------------------------------  ----------------  --------------  ----------- 
 
 
d   Cash and cash equivalents 
 
 Cash at bank                          412,017  978,206  698,179 
 Cash and cash equivalents at the 
  end of the period                    412,017  978,206  698,179 
 ------------------------------------  -------  -------  ------- 
 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

   1.     General Information 

Vintana plc (the 'Company'), is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Copies of this statement are available from this address and from the Company's website www.vintana.uk.

The Company's ordinary shares are admitted to trading on AIM, a market operated by the London Stock Exchange PLC.

This condensed consolidated interim financial information was approved for issue on 26 September 2019.

   2.     Basis of preparation 

This unaudited condensed consolidated interim financial information is for the six months ended 30 June 2019. This has been prepared in accordance with recognition and measurement principles of International Financial Reporting Standards (IFRS) as endorsed by the European Union and implemented in the UK. The financial information in this interim announcement is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The interim financial information does not include all of the information required for full annual financial statements and accordingly, whilst the interim financial information has been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS.

The comparative financial information for the year ended 31 December 2018 does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The statutory accounts of the Group for the year ended 31 December 2018 have been reported on by the Company's auditor and have been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement made under Section 498 of the Companies Act 2006.

The current and comparative periods to June have been prepared using accounting policies and practices consistent with those adopted in the annual financial statements for the year ended 31 December 2018.

The Group adopted IFRS 9 and IFRS 15 for periods commencing on or after 1 January 2018. IFRS 9 'Financial instruments' replaces IAS 39 'Financial Instruments: Recognition and measurement'. The adoption of IFRS 9 changed the Group's accounting policy for un-quoted equity investments. The Group's un-quoted equity investment was previously accounted for at cost less impairment, rather than fair value, using a specific exemption available under IAS 39. Under IFRS 9 there is no such exemption and the investment is required to be measured at fair value. In accordance with IFRS 9, the difference between the IAS 39 carrying value of this investment at the date of initial application of IFRS 9 (1 January 2018) and its fair value under IFRS 9 at that date was recognised in opening retained earnings (a reduction of GBP28,179). The Group's financial assets (previously classified as loans and receivables) and financial liabilities arising from normal operations, such as trade receivables, amounts owed by Group undertakings, trade payables and accruals, continue to be recognised under the amortised cost model and there was no adjustment to amounts previously recognised, on transition to IFRS 9. The adjustment of GBP28,179 was not reflected in the 30 June 2018 interim accounts and the directors do not consider it material to retrospectively adjust those numbers to include an equivalent adjustment for the 6 month period. The application of IFRS 15 did not affect the reported financial position or performance for the 6 months to June 2018 or the year to 31 December 2018.

There are no other Standards and Interpretations which were in issue but not effective at the date of authorisation of this condensed interim financial information that the directors anticipate will have a material impact on the financial statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

   2.     Basis of preparation (continued) 

On 6 September 2019 the Company disposed of its 100% subsidiary; Cellcast UK Limited, through which all of the Group's operations were carried out (refer to note 5 for further details). The proceeds covered the costs of disposal and leave the Company with a residual cash balance. The Company's proposed strategy, following the disposal, will be to acquire one or more companies and/or projects which are either cash flow generative or show significant potential for growth and profitable exit. On this basis, the Directors have adopted the going concern basis in preparing the interim financial report.

   3.     Revenue 
 
                                                                  Audited 
                               6 months ended  6 months ended  Year ended 
                                     30/06/19        30/06/18    31/12/18 
                                          GBP             GBP         GBP 
 
Revenue 
 Interactive broadcast              5,393,371       5,442,955  10,875,077 
 Overseas gaming consultancy 
  services                            150,000         330,000     395,000 
                               --------------  --------------  ---------- 
Total revenue                       5,543,371       5,772,955  11,270,077 
                               --------------  --------------  ---------- 
 
   4.     Foreign exchange gains and losses 

Included in administrative expenses for the 6 months ended 30/06/19 are foreign currency gains of GBP10,027 (Audited year ended 31/12/18: GBP32,207. 6 months ended 30/06/18: GBP56,378).

   5.     Disposal after the reporting date 

On 6 September 2019, the Company disposed of its 100% subsidiary undertaking; Cellcast UK Limited for cash consideration of GBP375,000 plus the contingent right to certain additional consideration. Following this disposal, the Group has ceased all of its previous trading and business operations which were carried out in their entirety via Cellcast UK Limited. All of the Group's assets and liabilities form part of the disposal and consequently have been classified as 'held for sale' in the consolidated statement of financial position at 30 June 2019. The directors have carried out an impairment review of the Groups' assets at 30 June 2019 and recognised the following impairment losses in the period:

 
       GBP                                                        GBP 
Provision for bad debt recognised against trade receivables   493,000 
Impairment of intangible assets, property, plant and 
 equipment and investments                                    274,609 
                                                              ------- 
                                                              767,609 
                                                              ------- 
 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

   6.     Earnings per share 

Basic and diluted earnings per share is based on the profit or loss after tax and on the following weighted average number of shares in issue.

 
                                                  6 months    6 months      Audited 
                                                     ended       ended   Year ended 
                                                  30/06/19    30/06/18     31/12/18 
                                                       GBP         GBP          GBP 
 
Reported (loss)/profit for the 
 financial period                                (962,234)       5,353    (250,405) 
                                                ----------  ----------  ----------- 
 
                                                    Number      Number       Number 
 
Weighted average number of ordinary 
 shares for basic and diluted (loss)/earnings 
 per share                                      77,513,224  77,513,224   77,513,224 
 
Weighted average number of ordinary 
 shares for diluted (loss)/earnings 
 per share                                      77,513,224  77,513,224   77,513,224 
                                                ==========  ==========  =========== 
 
Basic earnings per share (pence)                    (1.2p)       0.00p       (0.3p) 
Diluted earnings per share (pence)                  (1.2p)       0.00p       (0.3p) 
                                                ----------  ----------  ----------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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