TIDMICON
RNS Number : 2791X
Iconic Labs PLC
30 April 2021
ICONIC LABS PLC
UNAUDITED CONSOLIDATED INTERIM FINANCIAL REPORT
FOR THE SIX MONTHSED 31 DECEMBER 2020
ICONIC LABS PLC
CONTENTS
Page
Company Information 1
Chairman's Statement 2
Responsibility Statement 4
Consolidated Statement of Comprehensive
Income 5
Consolidated Statement of Financial
Position 6
Consolidated Statement of Changes
in Equity 7
Consolidated Statement of Cash Flows 8
Notes to the Consolidated Financial
Statements 9
ICONIC LABS PLC
COMPANY INFORMATION
DIRECTORS David Stybr
Bradley Taylor
Wilhelmus Van Der Meer
SECRETARY AMBA Secretaries Limited
REGISTERED OFFICE 27-28 Eastcastle Street
London
W1W 8DH
BUSINESS ADDRESS Waverley House
9 Noel Street
London
W1F 8GO
REGISTERED NUMBER 10197256 (England and Wales)
INDEPENT AUDITOR Crowe U.K LLP
55 Ludgate Hill
London
EC4M 7JW
SOLICITORS King & Wood Mallesons LLP
11(th) Floor, 20 Fenchurch St.
London
EC3M 3BY
REGISTRAR Equiniti Charter
Elder House St Georges Business Park
Brooklands Road Weybridge
Surrey
KT12 9TS
PUBLIC RELATIONS Citigate Dewe Rogerson
8th Floor, Holborn Gate
26 Southampton Buildings
London
WC2A 1AN
ICONIC LABS PLC
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHSED 31 DECEMBER 2020
Having recently taken over as Chief Executive Officer of Iconic
Labs plc (together with its subsidiaries, "Iconic Labs" or the
"Company"), I am pleased to present the interim accounts for the
six months ended 31 December 2020.
It has been a challenging endeavour assembling these accounts
given the circumstances surrounding the departures of the previous
executives, directors, and most of the personnel coupled with the
lack of any formal handover from them. My predecessor Sarah Dees
with the assistance of then non-executive director Stephen Birrell
did a commendable job beginning the process of determining what had
taken place at Iconic Labs during the last six months of 2020. I
again thank them for their work and assistance in facilitating my
transition and the transition of the new Board of Directors into
the Company.
Since my arrival, the new Board of Directors and I, along with
significant assistance from our reporting accounting firm and
accountants have assembled these interim accounts.
Iconic Labs increased its six-month revenues to GBP496,052
compared to GBP107,333 for the twelve-month period ended 30 June
2020, mainly by providing management services to its business
partners. Unfortunately, losses also increased to GBP934,707 in the
six-month period ended 31 December 2020 compared to the GBP848,233
loss recorded for the six-month period ended 31 December 2019. The
operating costs substantially outweighed the revenues - mainly due
to spending on consulting, legal and professional services -
resulting in a loss for the period.
Most of Iconic Labs' receivables stem from its business activity
with Greencastle Acquisition Limited, Greencastle Capital,
Greencastle MM LLP and/or their affiliated entities (together, the
"Greencastle Entities"). Of note, when the previous executives,
directors, and most of the personnel left Iconic Labs, they began
working for the Greencastle Entities. As such, Iconic Labs is now
in the peculiar position where significant revenues were generated
through management service fees charged to the Greencastle
Entities, those fees are still outstanding to Iconic Labs, but the
previous Iconic Labs team under which those fees were generated now
work for the Greencastle Entities. The term loan provided to
Greencastle MM LLP is also outstanding as of the date of these
six-month accounts.
As mentioned in our press releases, Iconic Labs has delivered
pre-claim letters alleging a number of serious wrongdoings,
including breaches of duty and unlawful means conspiracy, against
certain executives, directors, consultants and affiliated entities
who were with the Company in 2020, including, so far, the
Greencastle Entities, David Sefton, Liam Harrington, John Quinlan
and Samuel Regan-Asante. We have engaged legal and forensic experts
to conduct a thorough internal investigation and assist us in
pursuing these matters, and will ensure the market is apprised of
developments along these fronts.
As also mentioned in our prior press release, Greencastle
Acquisition Limited has also served a statutory demand on Iconic
Labs for an amount of GBP58,668, which is alleged to be comprised
of various sums assigned by the former executive team, consultants
and employees of the Company less amounts owed by Greencastle
Entities to Iconic, including the GBP1,000,000 term loan and
outstanding management services fees. We are in the process of
ascertaining the basis of this claim. While our review is not yet
complete, based on information currently available, we have
determined that the claim lacks substance and merit. As such, our
Board of Directors has decided to disclose this claim by
recognizing it as a contingent liability in these accounts.
With all of that in mind, today I would like to draw a hard line
between the past and the future of Iconic Labs. I will diligently
pursue, to the fullest extent of the law, all claims for alleged
wrongdoings done to our Company during the period prior to my
arrival.
ICONIC LABS PLC
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHSED 31 DECEMBER 2020
However, our shareholders deserve more than the assurance that
the past will be dealt with; they deserve a vision for the future.
Towards those ends, beginning today Iconic Labs plans to assemble a
new portfolio of cutting-edge media, data, information, internet,
security, and technology companies. Active discussions are taking
place with several companies and the market will be informed as
those discussions advance.
This vision can only be realized on the foundation of sound
financing, which the Company has in place with its 2020 financing
facility with European High Growth Opportunities Securitization
Fund ("EHGOSF").
During the six-month period ended 31 December 2020, more than
GBP1,700,000 million of convertible loans were converted, and
Iconic Labs drew down an additional GBP1,000,000 in convertible
debt from EHGOSF to be able to finance its operations.
Under this 2020 financing facility with EHGOSF, there remained
GBP2,750,000 that could be drawn upon. On 29 April 2021, the
Company submitted a drawdown request to EHGOSF of GBP250,000 under
this facility. In turn, EHGOSF agreed to waive the conditions
precedent to draw down with respect to such tranche and subscribed
for the GBP250,000 tranche, with any conversions of convertible
notes and warrants being subject to the Iconic Labs' existing
corporate authorities. The Company expects to receive the proceeds
from such tranche in the amount of GBP250,000 within the coming
days.
Following this subscription by EHGOSF of GBP250,000, there
remains GBP2,500,000 for Iconic Labs to draw upon (noting the
conversion of any notes and warrants issued in future drawdowns
will be subject to Iconic Labs' then existing corporate
authorities). EHGOSF has reiterated that it will support the
Company in the next phase of its restructuring and vision for the
future, including by continuing the financing under the existing
2020 financing facility.
As previously disclosed, Iconic Labs is also in discussions with
EHGOSF with respect to a new financing facility in the amount of
GBP50,000,000, which EHGOSF has committed to consider. Iconic Labs
is grateful for the support of EHGOSF and the willingness it has
shown to support the Company in this new phase of the Company's
business. I look forward to updating shareholders on developments
when they occur.
In closing, I hope that all of you and your families are staying
safe and healthy during this pandemic. My thoughts go out to all of
those who are suffering hardship or have lost family members and
loved ones. Like everyone, I am hopeful that things will improve in
2021.
Going Concern Assessment
The Board of Directors has carefully considered the financial
position of Iconic Labs regarding the events during the six months
ended 31 December 2020, with particular focus on the change in
management and leadership as well as the economic and social
effects of the current Covid-19 pandemic. We have concluded that as
a result of the GBP2,500,000 facility remaining in place with
EHGOSF as well as substantial discussions with EHGOSF to secure an
additional long-term financing facility, Iconic Labs remains a
going concern.
ICONIC LABS PLC
RESPONSIBILITY STATEMENT
FOR THE SIX MONTHSED 31 DECEMBER 2020
The directors confirm to the best of our knowledge:
-- the interim financial statements have been prepared in
accordance with IAS 34, as adopted by the European Union;
-- the Chairman's statement and interim financial statements
include a fair review of the information required by the Financial
Statements Disclosure and Transparency Rules (DTR) 4.2.7R, being an
indication of important events that have occurred during the first
six months of the financial year and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- the Chairman's statement includes a fair review of the
information required by DTR 4.2.8R, being related party
transactions that have taken place in the first six months of the
current financial year and that have materially affected the
financial position or performance of the entity during the period
and also any changes in the related party transactions described in
the last annual report that could do so.
At the date of this statement, the Directors are those listed on
the company information page of these interim financial
statements.
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 31 DECEMBER 2020 (unaudited)
Six months Six months
ended 31 ended 31 Year ended
December December 30 June 2020
2020 2019 (audited)
Notes GBP GBP GBP
Revenue 496,052 2,500 107,303
Cost of sales - (81,468) -
---------------- ----------- ----------------
Gross profit/(loss) 496,052 (78,968) 107,303
Administrative expenses (1,478,854) (681,227) (2,357,366)
Direct costs incurred in connection
with EHGOF financing facility - - (262,000)
Other operating income 36,637 25,000
Operating loss (946,165) (760,195) (2,487,063)
Finance income 12,090 - -
Finance costs (632) (1,935) (353,120)
Loss before taxation (934,707) (762,130) (2,840,183)
Taxation - -
---------------- ----------- ----------------
Loss for the period from continuing
operations (915,673) (762,130) (2,840,183)
Loss for the period from discontinued
operations (19,034) (86,103) 450,062
---------------- ----------- ----------------
Loss for the period (934,707) (848,233) (2,390,121)
---------------- ----------- ----------------
Total comprehensive expense for
the period (934,707) (848,233) (2,390,121)
================ =========== ================
Basic and diluted loss per
ordinary share (pence)
* from continuing operations 3
(0.00) (0.05) (0.11)
* from discontinued operations (0.00) (0.01) (0.00)
================ =========== ================
ICONIC LABS PLC (REGISTERED NUMBER: 10197256)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2020 (unaudited)
31 December 31 December 30 June 2020
2020 2019 (audited)
Notes GBP GBP GBP
Non-current assets
Property, plant and equipment 21,338 5,841 22,590
Intangible assets 21,600 39,600 21,600
42,938 45,441 44,190
------------- ------------- -------------
Current assets
Trade and other receivables 1,651,478 168,353 136,135
VAT recoverable - 44,800 -
Cash and cash equivalents 190,990 26,914 180,397
------------- ------------- -------------
1,842,468 240,067 316,532
------------- ------------- -------------
Total assets 1,885,406 285,508 360,722
============= ============= =============
Equity
Shareholders' equity
Share capital 4 4,450,506 4,092,825 4,138,936
Share premium 7,900,677 5,124,900 5,578,789
Retained deficit (13,765,098) (11,288,503) (12,830,391)
------------- ------------- -------------
Total equity (1,413,915) (2,070,778) (3,112,666)
------------- ------------- -------------
Current liabilities
Trade and other payables 5 1,986,131 1,610,533 1,699,794
Loans and borrowings 1,279,190 650,432 1,739,594
Lease liabilities - 55,321 -
Provisions 34,000 40,000 34,000
3,299,321 2,356,286 3,473,388
------------- ------------- -------------
Total liabilities 3,299,321 2,356,286 3,473,388
------------- ------------- -------------
Total equity and liabilities 1,885,406 285,508 360,722
============= ============= =============
Net asset value per share
(pence) (0.00) (0.13) (0.04)
============= ============= =============
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 31 DECEMBER 2020 (unaudited)
Retained
Share capital Share premium deficit Total equity
GBP GBP GBP GBP
Balance at 1 July 2019 3,498,257 5,124,900 (10,440,270) (1,817,113)
Changes in equity
Transactions with owners:
Issue of shares 594,568 - - 594,568
Total transactions with owners: 594,568 - - 594,568
-------------- -------------- ----------------------- -----------------------
Total comprehensive expense - - (848,233) (848,233)
Balance at 31 December 2019 4,092,825 5,124,900 (11,288,503) (2,070,778)
-------------- -------------- ----------------------- -----------------------
Changes in equity
Transactions with owners:
Issue of shares 46,111 453,889 - 500,000
Total transactions with owners: 46,111 453,889 - 500,000
-------------- -------------- ----------------------- -----------------------
Total comprehensive expense - - (1,541,888) (1,541,888)
Balance at 30 June 2020 4,138,936 5,578,789 (12,830,391) (3,112,666)
-------------- -------------- ----------------------- -----------------------
Changes in equity
Transactions with owners:
Issue of shares 311,570 2,406,222 - 2,717,792
Costs of issuing shares (84,334) - (84,334)
Total transactions with owners: 311,570 2,321,888 - 2,633,458
-------------- -------------- ----------------------- -----------------------
Total comprehensive expense - - (934,707) (934,707)
Balance at 31 December 2020 4,450,506 7,900,677 (13,765,098) (1,413,915)
============== ============== ======================= =======================
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 31 DECEMBER 2020 (unaudited)
Six months Six months Year ended
ended ended 31 30 June
31 December December 2020 (audited)
2020 2019
GBP GBP GBP
Cash flows from operating activities
Total comprehensive loss for the
period (934,707) (848,233) (2,390,121)
Loss for the period from discontinued
operations 19,034 86,103 (450,062)
Adjustments for
Depreciation 1,252 1,252 2,503
Finance income (12,090)
Finance costs 632 1,935 353,120
Increase in trade and other receivables (1,519,174) (197,231) (120,213)
(Decrease)/increase in trade and
other payables 287,736 (125,773) 1,212,679
Decrease in provisions - - (6,000)
Operating cashflows used by continuing
activities (2,157,317) (1,081,947) (1,398,094)
Operating cashflows used by discontinued
operations (4,513) (86,103) (204,561)
Net cash used in operating activities (2,161,830) (1,168,050) (1,602,655)
------------- ------------ ----------------
Cash flows from investing activities
Purchase of property, plant and
equipment - - (18.000)
Purchase of intangible assets - (39,600) (21,600)
Net cash used in investing activities - (39,600) (39,600)
------------- ------------ ----------------
Cash flows from financing activities
Interest paid (632) (1,935) (353,120)
Repayment of finance leases (11,904) (24,098) (47,098)
Loan from director 21,500 - 16,613
Repayment of loan from director - - (4,340)
Issue of loan notes 1,500,000 1,245,000 2,195,000
Issue of share capital 747,793 - -
Costs in respect of issuing share (84,334) - -
capital
Net cash from/(used in) financing
activities 2,172,423 1,218,967 1,807,055
------------- ------------ ----------------
Increase/(decrease) in cash and
cash equivalents 10,593 11,317 164,800
------------- ------------ ----------------
Cash and cash equivalents at beginning
of period 180,397 15,597 15,597
============= ============ ================
Cash and cash equivalents at end
of period 190,990 26,914 180,397
============= ============ ================
ICONIC LABS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 31 DECEMBER 2020 (unaudited)
1. Basis of preparation
The Company is registered in England and Wales. The consolidated
interim financial statements for the six months ended 31 December
2020 comprise those of the Company and subsidiaries. In 2020, the
Company was primarily involved in media and technology in the
United Kingdom and now plans to assemble a new portfolio of
cutting-edge media, data, information, internet, security, and
technology companies.
Statement of compliance
This consolidated interim financial report has been prepared in
accordance with the measurement principles of IFRS adopted in the
EU. Selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the
changes in financial performance and position of the Company since
the last annual consolidated financial statements for the period
ended 30 June 2020. This consolidated interim financial report does
not include all the information required for full annual financial
statements prepared in accordance with International Financial
Reporting Standards. The financial statements are unaudited and do
not constitute statutory accounts as defined in section 434(3) of
the Companies Act 2006.
A copy of the audited annual report for the period ended 30 June
2020 has been delivered to the Registrar of Companies. The
auditor's report on these accounts was unqualified and did not
contain statements under s498(2) or s498(3) of the Companies Act
2006.
This consolidated interim financial report was approved by the
Board of Directors on 29 April 2021.
Significant accounting policies
The accounting policies applied by the Company in this
consolidated interim financial report are the same as those applied
by the Company in its consolidated financial statements for the
period ended 30 June 2020.
New and amended standards adopted by the Company
A number of new or amended standards became applicable for the
current reporting period. The Company did not have to change its
accounting policies or make retrospective adjustments as a result
of the adoption of these standards.
Going concern
The Board of Directors has carefully considered the financial
position of Iconic Labs regarding the events during the six months
ended 31 December 2020, with particular focus on the change in
management and leadership as well as the economic and social
effects of the current Covid-19 pandemic. We have concluded that as
a result of the GBP2,500,000 facility remaining in place with
EHGOSF as well as substantial discussions with EHGOSF to secure a
long-term financing facility, Iconic Labs remains a going
concern.
2. Operating segments
In 2020, the Company was primarily involved in media and
technology in the United Kingdom and now plans to assemble a new
portfolio of cutting-edge media, data, information, internet,
security, and technology companies.
ICONIC LABS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2020 (unaudited)
3. Basic and diluted loss per share
Basic
The calculation of loss per share for the six months to 31
December 2020 is based on the loss for the period attributable to
ordinary shareholders of GBP697,510 divided by a weighted average
number of ordinary shares in issue.
The weighted average number of shares used for the six months
ended 31 December 2020 was 22,255,503,715 (June 2020 -
2,500,412,604) (December 2019 - 1,572,502,947).
4. Share capital
31 December 31 December 30 June
Allotted, issued and fully paid: 2020 2019 2020 (audited)
Nominal
Number: Class: value: GBP GBP GBP
37,405,248,039 Ordinary GBP0.00001 374,052 - 62,482
1,637,129,905 Deferred GBP0.00249 4,076,454 - 4,076,454
1,637,129,905 Ordinary GBP0.00250 - 4,092,825 -
4,450,506 4,092,825 4,138,936
============ ============ ================
At 1 July 2020, the Company had 6,248,241,015 Ordinary shares of
GBP0.00001 each in issue. The Company had 1,637,129,905 Deferred
shares of GBP0.00250 each in issue.
During the period, the company issued the following ordinary
shares:
- 13 July 2020, 2,000,000,000 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.008 pence per share;
- 30 July 2020, 1,555,555,554 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.008 pence per share;
- 17 August 2020, 1,857,142,857 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.006 pence per share;
- 2 September 2020, 2,428,571,428 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.006 pence per share;
- 14 September 2020, 3,428,571,428 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.006 pence per share;
- 25 September 2020, 5,000,000,000 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.006 pence per share;
- 14 October 2020, 4,555,555,555 shares were issued to settle
warrants. The shares were issued at a premium of 0.008 pence per
share;
- 16 October 2020, 2,100,000,00 shares were issued to settle
warrants. The shares were issued at a premium of 0.009 pence per
share;
- 16 October 2020, 1,999,999,999 shares were issued to settle
convertible loan notes. The shares were issued at a premium of
0.006 pence per share;
- 13 November 2020, 6,231,610,203 shares were issued. The shares
were issued at a premium of 0.011 pence per share;
The Ordinary shares carry no rights to fixed income.
ICONIC LABS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE SIX MONTHS ENDED 31 DECEMBER 2019 (unaudited)
5. Trade and other payables
31 December 31 December 30 June
2020 2019 2020 (audited)
GBP GBP GBP
Trade payables 675,884 686,452 587,747
Other payables 696,431 833,625 620,931
Accruals 298,350 54,000 328,713
Tax and social security 315,466 36,456 162,403
------------ ------------ ----------------
1,986,131 1,610,533 1,699,794
============ ============ ================
6. Financial instruments
Loan notes Loan notes New loans Repayment Net cash
Net cash issued converted in the of borrowings at 31 December
at 1 July Cash in the in the period 2019
2019 flow period period
GBP GBP GBP GBP GBP GBP GBP
Cash at bank
and in hand 15,597 11,317 - - - - 26,914
Borrowings (79,419) - (1,245,000) 594,568 - 24,098 (705,753)
Total financial
liabilities (63,822) 11,317 (1,245,000) 594,568 - 24,098 (678,839)
Loan notes Loan notes New loans Repayment Net cash
Net cash Cash issued converted in the of borrowings at 31 December
at 1 July flow in the in the period 2020
2020 period period
GBP GBP GBP GBP GBP GBP GBP
Cash at bank
and in hand 180,397 10,593 - - - - 190,990
Borrowings (1,739,594) - (1,500,000) 1,970,000 (21,500) 11,904 (1,279,190)
Total financial
liabilities (1,559,197) 10,593 (1,500,000) 1,970,000 (21,500) 11,904 (1,088,200)
7. Post Balance Sheet Events
As set forth in greater detail in the Chairman's Message above,
the directors, management, and most of the personnel who were with
Iconic Labs in 2020, left the Company in early 2021 and moved to
the Greencastle Entities. After an interim CEO and Board of
Directors began the process of determining what had taken place at
Iconic Labs prior to their arrival, a new CEO, Brad Taylor, was
appointed as well as a new Board of Directors comprised of David
Stybr, Willem van der Meer, and Brendan O'Mahony. On 29 April 2021,
Brendan O'Mahony resigned from the Board of Directors.
Iconic Labs has delivered pre-claim letters to the Greencastle
Entities as well as certain individuals. Greencastle Acquisition
Limited also served a statutory demand on Iconic Labs. The Board of
Directors has engaged forensic and accounting experts to
investigate this claim. The Company's review is ongoing, but based
on information currently available, we have determined that the
claim against Iconic Labs lacks substance and merit.
The Company is in discussions with several companies as it
begins the process of assembling a portfolio of cutting-edge media,
data, information, internet, security, and technology
companies.
Iconic Labs has requested a draw down of, and EHGOSF has
subscribed to, GBP250,000 pursuant to the 2020 financing facility
leaving a remaining GBP2,500,000 that can be drawn upon ( noting
the conversion of any notes and warrants issued in future drawdowns
will be subject to Iconic Labs' then existing corporate
authorities). In addition, the Company continues its discussions
with EHGOSF regarding a potential long term financing facility of
up to GBP50,000,000.
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