Final Results for the year ended 31 December 2020

RNS Number : 4672C
Brandshield Systems PLC
21 June 2021
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

BrandShield Systems Plc

("BrandShield" or the "Company")

Final Results for the year ended 31 December 2020

BrandShield Systems plc (AIM: BRSD), a leading provider of cybersecurity solutions from brand protection to online threat hunting, in fast-growing markets including cybersecurity, e-commerce and technology-enabled businesses, announces its results for the 12 months ended 31 December 2020.

Financial highlights

· 71% increase in Annual Recurring Revenue1 to $3.28m (FY19: $1.92m)

· 85% increase in new business ARR to $1.76m (FY19 $0.95m)

· 47% increase in revenue to $2.60m (FY19: $1.77m)

· Cash of $3.20m at period end

Operational highlights

· Successful reverse takeover of BrandShield Limited

· 22 New customers signed in 2020 including :

The Pharmaceutical Security Institute

Bristol Myers Squibb

 

· 23% increase in headcount to 32 (FY19:26) with further onboarding ongoing in 2021, primarily in the sales and marketing functions to drive aggressive ARR growth

· Market opportunity for Brandshield has increased as E-commerce increased from 15.8% of total consumer sales in the US in 2019 to 21.3% in 2020 (up by 44%)2, driving an unprecedented explosion of associated criminal exploitation 

· Board confident in short-term and long-term growth opportunity for BrandShield

Post Period End

· Strong growth trend has continued into 2021 with the May 2021 ARR figure standing at $3.826m, a 93% increase in ARR relative to May 2020

· 18 new customers contracted between Jan and May 2021

· Cutting edge Image Recognition and OCR technologies launched in January 2021 and extended to cover social media platforms in March 2021.

 

 

 

 

Notes:   1. Annual Recurring Revenue is a non GAAP measure and a company specific measure

2. Source: Digital Commerce 360, Charts: How the coronavirus is changing eCommerce, Feb 2021

Outlook

The Group is looking forward to the continuing rapid expansion of BrandShield as a leading Brand Protection and Online Threat Hunting company that is globally deployed. The increasing awareness of cyber related crimes and other threats to brands is leading to an acceptance that external threat prevention and eradication is an essential capability that every company must have, in the same way that protecting internal systems is viewed.  The investment raised at the RTO is allowing BrandShield to expand its marketing and sales efforts and to drive ARR forwards.  The platform is built to scale and therefore a focus on the top line and customer conversion is the over-riding priority for 2021. 

The recent award of a Long Term Incentive Plan to three key employees signals what we believe the Group can achieve in the near term. 

 

Yoav Keren, CEO of BrandShield, commented :

"Brandshield has undergone an intensely busy time over this reporting period.  The Company has been focused on driving client conversion and Recurring Revenue within the unprecedented context of booming eCommerce activity globally and significant disruption in the brand protection and cyber security sectors.  BrandShield remains ideally placed to capitalise on these trends and is intent on further and rapid expansion in key existing and emerging markets."

 

For further information please visit https://www.brandshield.com/ or contact:

BrandShield Systems plc

Yoav Keren, CEO

 

+44 (0)20 3143 8300 

Spark Advisory Partners Limited (Nominated Adviser)

Neil Baldwin / Andrew Emmott

 

+44 (0)20 3368 3554

Shore Capital (Joint Broker)

Toby Gibbs / James Thomas / Sarah Mather (Corporate Advisory)

Henry Willcocks (Corporate Broking)

 

+44 (0)20 7408 4090

Tennyson Securities (Joint Broker)

Peter Krens

 

+44 (0)20 7186 9033

The full Group Annual Report and Financial Statements will be sent to shareholders shortly and be available thereafter at www.brandshield.com.

 

Extracts from the Annual Report are set out below:

 

"Chairman's Statement

 

BrandShield Systems Plc is the 100% owner of BrandShield Limited, an Israeli based online threat hunting, cyber security business.  BrandShield specialises in the monitoring, detection and removal of online threats such as phishing attempts, executive impersonation, counterfeit products, trademark infringements and more. BrandShield was established to revolutionise the way companies can protect their digital assets outside their security perimeter. Ever since launch BrandShield has introduced groundbreaking innovative technologies for online brand protection powered by artificial intelligence, machine learning and big data analysis to provide the most automated and relevant solutions for the 21st century.

 

BrandShield Systems Plc also has minority interests in other assets, inherited as a result of the Reverse Takeover ("RTO") transaction conducted with Two Shields Investments Plc in December 2020.  These include holdings in WeShop and legacy mining assets namely Kalahari Key Mineral Exploitation Company (Pty) Ltd, Leopard Lithium Pty Ltd and International Geosciences Limited (IGS).  The Company is focused on the orderly disposal of the legacy mining investments where value can be released for our shareholders. 

Strategy

Since the completion of the RTO transaction with Two Shields Investments Plc which completed in December 2020, the Board is almost entirely focused on the expansion and development of BrandShield.  To be clear, on the completion of the RTO the Company ceased to be an investing company and is now an operating company with BrandShield at its absolute core. 

Therefore, any other investments that the Company holds are viewed as tangential and the focus will be on releasing those investments at the appropriate time to extract maximum value for our shareholders.  The new Board, which was constituted in December 2020, has been established to drive the continued rapid expansion of BrandShield's offering globally.  The acquisition of further clients is the priority as the Company seeks to increase Annual Recurring Revenue ("ARR") from clients in a variety of sectors.  This is being achieved through the expansion of the marketing and sales functions within the Company, fuelled by the fundraise achieved at the RTO point and ongoing strong Revenue Growth from our expanding customer base. 

In line with the Company's strategy for its legacy mining assets, BrandShield Systems Plc will look to realise those investments as liquidity options emerge. These options include partnering with operators that the Board feels can extract more optimal value from existing holdings or selling our holdings for cash.

BrandShield Limited

Clearly, the highlight of the period was the acquisition of 100% of the share capital of BrandShield Limited, the re-naming of the Company to BrandShield Systems Plc and an associated fundraise of $3.96m (£3.2m) to be focused on the expansion of sales and marketing activities to expand the customer base.

The ARR as at year end stood at $3.278m a 71% increase from 2019 and continues the very strong growth trend.  This coincided with an 85% increase in new business ARR in the period.  That strong growth trend has continued in to 2021 with the May ARR figure standing at $3.826m, a 93% increase in ARR relative to May 2020.

The impact of the Covid pandemic on global eCommerce has been profound with eCommerce representing some 21.3% of all purchases in the US in 2020, up from 15.8% prior to the outbreak in 2019.  This unprecedented level of growth, which the Company warned about in an announcement of 25 March 2020, has brought with it a huge increase in associated fraudulent activity as criminals seek to exploit individuals through the use of phishing scams, impersonation and counterfeiting.  This has been across all sectors and also targeted at the pharmaceutical companies engaged in the development of vaccines.

BrandShield is a fast-growing provider of cyber solutions, delivering an end-to-end digital brand protection and online threat hunting solution to its global customer base. Its software protects customers from the financial costs and reputational damage caused by an increasing number of online threats including phishing, social phishing, impersonation and sale of counterfeit goods. Unlike traditional solutions, BrandShield's SaaS (Software as a Service) delivered software operates outside of an organisation's perimeter and therefore requires no integration.

BrandShield's highly developed software works by detecting potential threats, analysing them, prioritising them and then taking them down. BrandShield has developed a suite of proprietary AI-powered software that largely automates the analysis and prioritisation of online fraud cases. The technology uses big data and algorithms to find networks of fraudulent online activity and clusters of counterfeiters.

BrandShield's software monitors millions of datapoints across many types of online platforms including websites, marketplaces, social media, mobile apps and PPC ads. The AI (Artificial Intelligence) and machine learning nature of the software means that it is improving itself continually as it adds new datapoints and identifies new types of threats. In response to customer demand, BrandShield has also established its own in-house online hunting and enforcement team consisting mostly of qualified lawyers, with particular experience in IP law. The service is customised to the requirements of BrandShield's customers and experiences high success rates.

In January 2021, the Company announced the deployment of cutting edge Image Recognition and Optical Character Recognition ("OCR") on its threat hunting platform.  The image recognition technology detects images similar to or identical to those copyrighted by the Company's customers.  The technology is able to link these images to global networks of fraudulent activity across hundreds of e-commerce marketplaces. Once a single infringement is identified the technology will link it to other fraudulent uses on the web, and then process their collective takedowns at the click of a button.  Traditionally, image infringement identification involves the manual review of thousands of individual listings across platforms.  BrandShield's enhanced technology reduces this process exponentially. 

 

In March 2021 these capabilities were extended to cover social media platforms ensuring that BrandShield's product offering remains at the very cutting edge of the sector.  BrandShield's OCR capability for brand protection on social media platforms allows text to be interrogated that lies within images on fraudulent social media posts or pages.  This adds a further layer of abuse identification for use against those fraudsters that attempt to hide brand names and product descriptions within an image of posts or profile photos rather than in separate, purely textual fields.

 

BrandShield currently works with many global brands and has an international blue-chip client base including Fortune 100 companies. Fraudsters and counterfeiters are sector agnostic and BrandShield's customers therefore cover a wide variety of sectors including financial services, pharmaceuticals, fashion, online, sports, entertainment, travel and more.

 

Throughout 2020 BrandShield added customers from a variety of sectors.  These have included the Pharmaceuticals Security Institute ("PSI") which was announced in November 2020.  Based in Washington, D.C, PSI was set up in 2002 by the Security Directors from fourteen major pharmaceutical companies. Working with its members, PSI has developed improved systems to identify the extent of the problem of counterfeit medicinal products and to assist in coordinating international inquiries.  BrandShield entered into a contract with PSI on a joint programme to focus on helping to detect and remove online threats on behalf of several of PSI's members, such as rogue pharmacies, counterfeit sales of drugs on online marketplaces, and social media phishing campaigns, and other fraudulent online activities. These members include some involved in the development and deployment of COVID-19 vaccines.

A contract with Bristol Myers Squibb was announced by the Company on 21 December 2020.  Under the terms of the contract, BrandShield will provide a comprehensive online brand protection and anti-counterfeiting solution.  The Company will protect Bristol Myers Squibb's and its subsidiary Celgene's major brands against fraudulent online activity including, but not limited to, the sale of counterfeited drugs on online marketplaces, rogue websites, rogue online pharmacies, impersonation on social media, phishing attempts and trademark infringements. 

 

Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.  It acquired Celgene in 2019 in a deal reported to be worth US$74Bn.

 

The explosion of the use of and awareness of crypto currencies in 2020 has also led to a significant increase in fraudulent activities in this space.  BrandShield extended and deepened an engagement with a leading global financial institution specialising in crypto currency and blockchain in April of 2021.  Under the terms of the contract BrandShield will continue to provide a comprehensive anti-phishing and online threat hunting solution.  The Company will protect the customer against fraudulent online activity including, but not limited to, the impersonation of the financial institution, rogue websites, impersonation on social media, executive impersonation, phishing attempts and trademark infringements.  The extension of this ongoing contract extends BrandShield protective coverage of the financial sector further and, in particular, deepens its presence in the crypto currency verticals with eToro and Simplex remaining flagship clients.

BrandShield's technology was developed by cyber security and brand protection experts with experience in the Israeli military in cyber security, intelligence and information security.

BrandShield continues adding more capabilities across all platforms - websites, marketplaces, social media, paid ads and apps. BrandShield's improved product offering includes capabilities such as strong reporting creation options and constant expansion of monitoring capabilities to new marketplaces and to new social media platforms.

BrandShield covers all of the major e-commerce marketplaces as well as hundreds of smaller marketplaces and covers social media platforms including WeChat (the Chinese social and IM network). WeChat is a multi-purpose messaging, social media and mobile payment app first released in 2011. WeChat is one of the world's largest standalone mobile apps with over 1 billion monthly active users and has been described as China's "app for everything" and a "super app" because of its wide range of functions.  

With global advancements in technology and communication, online scams, phishing and counterfeiting is increasingly of concern to BrandShield's current and future customers.   MarketsandMarkets estimated that the global cyber threat intelligence market was worth US$ 5.3 billion in 2018 and is expected to grow to US$ 12.9 billion by 2023, at a compound annual growth rate ("CAGR") of 19.7%.

Some of the largest current threats involve cybercriminals who are trying to capitalise on continuing fears around Covid-19, and in many cases using the identities of known companies or brands to trick worried consumers. Attacks have included increased phishing taking advantage of additional home working, fraudulent ecommerce sites and fake medicine often related to Covid-19 products.

BrandShield has continued to increase its media presence due to this heightened concern over online risks but also to raise the awareness of the BrandShield solution into what is still an under-served and huge addressable market.  In February 2021, the Company engaged the services of Silicon Valley based PR firm, VSC.  VSC seeks to accelerate tech brands into vertical market leaders. VSC was selected for broad U.S.-based communications and media relations, as well as support for global campaigns in the fight against fraud, phishing scams and other digital threats with an emphasis on Covid-19 vaccine-related scams.  Since the engagement the CEO of the Company has conducted numerous interviews, primarily in the US media including ABC, CBS, NBC and msn. 

 

The US continues to account for the majority of BrandShield's customers but strong growth is also evident in Europe and the Far East. To that end, a US incorporated subsidiary company has been established and sales and marketing activity, including recruitment is focused in these three geographies. 

 

WeShop Ltd

WeShop is an innovative, digital social network platform focused on the rapidly growing and highly valuable social e-commerce sector forecast to become a US$350 billion market over the mid-term. WeShop's digital platform is designed to enhance online shopping experiences by combining social media's assets of reviews, likes and shares with an engaging retail e-commerce offering, specifically tailored to the individual user. Users benefit from gaining access to thousands of brands and millions of products on one platform plus a two-way sharing of ideas with friends to participate in a rewards system; brands/retailers benefit from increased sales and awareness.

Led by highly experienced and proven technology and retail professionals including Paul Ellerbeck (formerly of Easyproperty and DMGT) and non-executive Chairman, Matthew Hammond who is   Group Managing Director and CFO of mail.ru, one of the largest internet companies in the Russian speaking market.

 

During the period, on 27 August 2020, the Company announced that WeShop updated shareholders to include the following events:

 

a.  £9,000,000 fundraise completed through the issue of a convertible loan note

b.  Option granted for a further £2,777,777 cash investment

c.  Board changes including appointment of Yoav Keren, CEO of BrandShield to the Board of WeShop

d.  WeShop has patiently developed its own proprietary, and globally scalable, e-commerce platform and established links with key partners to be able to offer its users an unparalleled selection of product within a personalised, highly interactive and rewarding social commerce model.

 

BrandShield understands that WeShop's plans for their own public listing continue to progress encouragingly.  Until such time as more information becomes available on that process and more widely on the details of the platform's launch, the Board is unable to take a properly informed view on the carrying value of its investment in WeShop.  As such it continues to hold the investment at cost and hopes to be able to update shareholders on further developments in the near future.

 

Other Investments

 

BrandShield also holds minority interests in some legacy mining focused assets.  Following an aggregate impairment of £75,000, the carrying value of these investments is now £250,000.

 

Outlook

The Group is looking forward to the continuing rapid expansion of BrandShield as a leading Brand Protection and Online Threat Hunting company that is globally deployed. The increasing awareness of cyber related crimes and other threats to brands is leading to an acceptance that external threat prevention and eradication is an essential capability that every company must have, in the same way that protecting internal systems is viewed.  The investment raised at the RTO is allowing BrandShield to expand its marketing and sales efforts and to drive ARR forwards.  The platform is built to scale and therefore a focus on the top line and customer conversion is the over-riding priority for 2021. 

The recent award of a Long Term Incentive Plan to three key employees signals what we believe the Group can achieve in the near term. 

 

Financials

The loss for the Group for the year ended 31 December 2020 was $3,296,106 (2019: loss of $1,496,158) which was in line with internal expectations. Cash held by the Group as at 31 December 2020 was $3,198,525 (2019: $360,641). The increase in the loss is partly due to costs associated with the reverse takeover and the cost of share based payments.

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2020

 

 

 

 

 

31 December 2020

 

31 December 2019

 

 

Note

$

 

$

 

 

 

 

 

 

 

Revenue from contracts with customers

5

2,589,370

 

1,771,423

 

 

 

 

 

 

 

Cost of sales

 

(992,083)

 

(710,688)

 

 

 

 

 

 

 

Gross profit

 

1,597,287

 

1,060,735

 

 

 

 

 

 

 

Operating expenses

7

(4,397,877)

 

(2,451,934)

 

 

 

 

 

 

 

Operating loss

 

(2,800,590)

 

(1,391,199)

 

 

 

 

 

 

 

Depreciation

 

(9,454)

 

(8,091)

 

Net finance income/(expense)

11

126,232

 

(96,868)

 

Reverse acquisition expense

 4

(612,294)

 

-

 

 

 

 

 

 

 

Loss before income tax

 

(3,296,106)

 

(1,496,158)

 

 

 

 

 

 

 

Income tax expense

12

-

 

-

 

 

 

 

 

 

 

Loss from continuing operations attributable to owners

 

(3,296,106)

 

(1,496,158)

 

Other comprehensive income:

 

 

 

 

 

Items that will or may be reclassified to profit or loss:

 

 

 

 

 

Exchange differences on translation

 

451,756

 

(686,528)

 

Total comprehensive loss attributable to owners

 

(2,844,350)

 

(2,182,686)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share attributable to owners

13

(0.08)

 

(0.08)

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2020

 

 

 

 

 

31 December 2020

 

31 December 2019

 

Note

$

 

$

NON-CURRENT ASSETS

 

 

 

 

Property, plant and equipment

14

35,872

 

26,581

Financial assets at fair value through profit or loss

15

4,153,602

 

-

 

 

4,189,474

 

26,581

CURRENT ASSETS

 

 

 

 

Trade and other receivables

16

465,911

 

434,565

Financial assets at fair value through profit or loss

17

20,741

 

-

Other financial assets

 

18,373

 

-

Cash and cash equivalents

18

3,198,525

 

360,641

Assets classified as held for sale

19

341,279

 

-

 

 

4,044,829

 

795,206

TOTAL ASSETS

 

8,234,303

 

821,787

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Trade and other payables

24

1,557,587

 

1,950,695

Convertible loans

25

-

 

311,694

 

 

1,557,587

 

2,262,389

NON-CURRENT LIABILITIES

 

 

 

 

Convertible loans

25

-

 

1,096,702

Other payables

24

275,756

 

30,611

 

 

275,756

 

1,127,313

TOTAL LIABILITIES

 

1,833,343

 

3,389,702

NET ASSETS/(LIABILITIES)

 

6,400,960

 

(2,567,915)

 

 

 

 

 

EQUITY

 

 

 

 

Share capital

22

9,246,267

 

678

Share premium

22

27,353,294

 

5,859,765

Reverse acquisition reserve

4

(20,653,597)

 

-

Other reserves

23

3,101,442

 

921,982

Retained earnings

 

(12,646,446)

 

(9,350,340)

TOTAL EQUITY

 

6,400,960

 

(2,567,915)

           

   

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

 

 

 

Share  capital

Share premium

Reverse acquisition reserve

Other  reserves

Retained earnings

Total equity

 

 

$

$

$

$

$

$

hhhhhhhhhh

Balance at 1 January 2019

  622

  5,388,923

  - 

  1,289,566

  (7,854,182)

  (1,175,071)

 

Loss for the year

  -

 -

(1,496,158)

(1,496,158)

 

Other comprehensive income

 

 

 

 

 

 

 

Exchange differences on translation

  - 

  - 

  - 

 

(686,528)

-

(686,528)

 

Total comprehensive income for the year

  - 

  - 

  - 

 

(686,528)

  (1,496,158)

  (2,182,686)

 

Issue of share capital

-

-

  116,488 

 116,488 

 

Loans issued

-

-

-

130,888

-

130,888

 

Exchange differences on translation

56

470,842

-

71,568

-

542,466

 

Total transactions with owners, recognised directly in equity

56

  470,842

  - 

  318,944

  - 

  789,842

 

 

 

 

 

 

 

 

 

Balance at 31 December 2019

  678

  5,859,765

  - 

  921,982

  (9,350,340)

  (2,567,915)

 

Loss for the year

  -

 -

(3,296,106)

(3,296,106)

 

Other comprehensive income

 

 

 

 

 

 

 

Exchange differences on translation

-

-

-

451,756

-

451,756

 

Total comprehensive income for the year

  - 

  - 

  - 

  451,756 

  (3,296,106)

  (2,844,350)

 

Conversion of loans

187

 

3,054,050

-

(170,724)

-

2,883,513

 

Transfer to reverse acquisition reserve

(865)

(8,913,815)

  8,914,680 

  - 

  - 

  - 

 

Recognition of BrandShield Systems PLC equity at reverse acquisition

8,155,038

7,197,504

  (29,568,277) 

404,230

-

(13,811,505)

 

Issue of shares on acquisition of subsidiary

877,175

 

 

16,666,329

  - 

-

-

17,543,504

 

Issue of share capital

214,054

 

3,868,362

  - 

  - 

  - 

  4,082,416

 

Fair value of broker warrants

  - 

  (386,388)

  - 

386,388

-

  -  

 

Grant of warrants and options

  - 

  -

  - 

  963,693

  - 

963,693

 

Expiry/cancellation of warrants

  - 

  7,487

  - 

  (7,487)

  - 

  - 

 

Exchange differences on translation

-

-

-

151,604

-

151,604

 

Total transactions with owners, recognised directly in equity

  9,245,589

  21,493,529

  (20,653,597) 

  1,727,704

  11,813,225

 

Balance at 31 December 2020

  9,246,267

  27,353,294

(20,653,597) 

  3,101,442

  (12,646,446)

  6,400,960

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2020

 

 

 

Year ended 31 December 2020

 

Year ended 31 December 2019

 

Note

$

 

$

Cash flows from operating activities

 

 

 

 

Loss for the year

 

(3,296,106)

 

(1,496,158)

Adjustments for:

 

 

 

 

Depreciation

14

9,454

 

8,091

Share based payment expense

27

945,421

 

116,488

Reverse acquisition expense

4

612,294

 

-

Fair value movement in contingent liabilities

 

-

 

45,426

Net finance (expense)/income

11

(856)

 

96,868

Foreign exchange on operations

 

-

 

(12,549)

Decrease and other receivables

 

232,315

 

492

(Decrease)/Increase in trade and other payables

 

(672,113)

 

246,763

Net cash outflow from operating activities

 

(2,169,591)

 

(994,579)

 

 

 

 

 

Investing activities

 

 

 

 

Cash acquired on acquisition

4

254,673

 

-

Purchase of property, plant and equipment

14

(16,201)

 

(2,095)

Net cash inflow/(outflow) from investing activities

 

238,472

 

(2,095)

 

 

 

 

 

Financing activities

 

 

 

 

Proceeds from issue of convertible loans

25

-

 

1,150,000

Proceeds from issue of ordinary shares

22

4,120,545

 

-

Share issue costs

 

(198,669)

 

-

Proceeds from loans and borrowings

 

893,267

 

-

Interest paid

 

-

 

(31,966)

Net cash inflow from financing activities

 

4,815,143

 

1,118,034

 

 

 

 

 

Net increase in cash and cash equivalents

 

2,884,024

 

121,360

Cash and cash equivalents at beginning of year

 

360,641

 

249,721

Foreign exchange differences on cash

 

(46,140)

 

(10,440)

Cash and cash equivalents at end of year

18

3,198,525

 

360,641

 

EARNINGS PER SHARE

 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

 

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

 

In accordance with IAS 33 the share options and warrants in issue do not have a dilutive impact on the earnings per share for the year ended 31 December 2020 and the year ended 31 December 2019. The total number of potentially dilutive securities are 20,551,307 (2019*:6,672,118).

 

The weighted average number of shares is adjusted for the impact of the reverse acquisition as follows:

 

- Prior to the reverse takeover, the number of shares is based on BrandShield Limited, adjusted using the share exchange ratio arising on the reverse takeover; and

 

- From the date of the reverse takeover, the number of shares is based on the Company

 

Reconciliations are set out below:

 

 

 

31 December 2020

 

 

 

 

 

Weighted

 

 

 

 

 

average

 

Per-share

 

Earnings

 

number of

 

amount

 

$

 

shares

 

$

 

 

 

 

 

 

Basic and Diluted EPS

(3,296,106)

 

41,839,773

 

(0.08)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2019

 

 

 

 

 

Weighted

 

 

 

 

 

average

 

Per-share

 

Earnings

 

number of

 

amount

 

$

 

shares

 

$

 

 

 

 

 

 

Basic and Diluted EPS

(1,496,158)

 

18,803,115

 

(0.08)

 

 

* prior year numbers restated following share consolidation (200 existing shares consolidated to 1 new share)

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

The notes to the Financial Statement are available in full in the Group Annual Report and Financial Statements which will be available shortly on the Company website:  www.brandshield.com

  Basis of preparation

The consolidated financial statements of the Group have been prepared in conformity with the requirements of the Companies Act 2006 and in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. They have been prepared under the assumption that the Group operates on a going concern basis.  The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss.

 

 

Going concern

 

The financial statements have been prepared on the assumption that the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements.

 

Following the review of ongoing performance and cash flows, the Directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future.

 

 

 

 

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END
 
 
FR EAEKEADAFEAA
UK 100

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