Interim Results

RNS Number : 4866H
Concepta PLC
18 August 2016
 

For immediate release

18 August 2016

 

Concepta Plc (formerly, Frontier Resources International Plc)

                                                                       ("Concepta" or the "Company")                                 

Unaudited interim results for the six months ended 30 June 2016

 

Concepta plc (AIM:CPT), the pioneering UK healthcare company and developer of a proprietary platform and suite of products targeted at the personalised mobile health market with a primary focus on women's fertility and specifically unexplained infertility, announces its unaudited results for the six months ended 30 June 2016.

Operational highlights

·      Disposal or dissolution of all oil and gas related subsidiaries

·      Undertook strategic review and completed the acquisition of Concepta plc for £3.026 million comprising 30,343,950 New Ordinary Shares and £0.75 million in cash in July 2016

·      Concepta is an innovative player in the Mobile Health and Connected Health Sector that has developed proprietary products for home self-testing as well as in a point-of-care environment

·      Concepta's products will initially address the specific needs of women with fertility issues, in particular unexplained infertility

·      MyLotus brand - unique offering allowing quantitative and qualitative measurement of a woman's personal hCG and LH hormone levels in urine samples

·      Defined route to market:

Regulatory approvals for launch in China in place - first order from distributor with payment in advance expected following hospital testing in Q3 2016

CE-Marking for UK and Europe to follow in 2017

·      Attractive market opportunity to capitalise on the Chinese and EU infertility market with annual revenue potential worth c.£600m

·      New Product Development growth opportunities - Concepta's proprietary platform lends itself to wider family home-health monitoring to improve individual health parameters including chronic stress, inflammation, urinary tract, healthy pregnancy progression etc.

 

Financial Position

·      February 2016, placing raised $1.787m net after costs

·      Cash balance at the period end was $1.335m (H1 2015: $0.02m)

·      Loss of $0.336m from continuing operations (H1 2015: $.0504m)

·      Discontinued operations resulted in a profit of $0.109m (H1 2015: loss $0.318m)

·      Cash outlay of $72k towards RTO costs

 

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

Following a period of substantial change in 2015 I am pleased to present the interim results for the first half of 2016, following the transformational acquisition of leading women's health diagnostics company Concepta Diagnostics for £3.026 million in July 2016.

 

Following the Board decision to pursue investment in non-oil exploration projects, I joined the Board of Concepta plc, (previously Frontier Resources International plc) in February 2016.  Following the placing of £1.425m, which completed on 16 February, the process for either disposal or dissolution of all the subsidiaries at the time commenced to convert the Company into a cash shell.  The process for divesting the Company of its operating subsidiaries was completed on 23 March leaving the Company with cash of £1.4m before expenses.

 

 As laid out in the Final Results for 2015 of Frontier Resources International plc, the former AIM cash shell (see press release 3 May 2016), the Board's strategy during H1 2016 was to identify suitable acquisition opportunities in a new sector, which would satisfy the requirements of AIM Rule 15 and indeed offer significant growth potential for the Company.

 

With this in mind, we found a compelling acquisition target in Concepta, which we believed would be in the best interests for the Company, wider stakeholders and offers a value accretive opportunity to reward the patience of our supportive shareholders. Since its foundation in 2013, Concepta has established itself as a leading and innovative developer of personalised mobile health diagnostics with a primary focus on women's fertility, where a significant market opportunity exists to develop a 'best in class' product to help women with unexplained infertility to conceive. 

 

To this end, the Company has developed a proprietary product branded 'MyLotus', which has a unique product offering that allows both quantitative and qualitative measurement of a woman's personal hCG and LH hormone levels to help increase conception probability. 

 

In March 2016 negotiations for the acquisition of Concepta Diagnostics proceeded, which culminated in the announcement on 7 July 2016 of the acquisition of the entire issued share capital of Concepta Diagnostics and a fund raising of £3.5m.

 

At a General Meeting on 25 July 2016 all resolutions were passed and Erik Henau and Mark Wyatt were appointed to the Board.  The acquisition is a fundamental change of direction for the business.

 

Financial review

·      The Group's total comprehensive loss for the six months to 30 June 2016 was USD 326,000 (30 June 2015: loss USD 707,000). 

·      The basic and diluted loss per share was USD 0.01 (six months to 30 June 2015: USD 1.55).

·      Concepta raised USD 1,787,000 (£1.425,000 excluding costs) in the six months ended 30 June 2016 (USD NIL in the six months ended 30 June 2015).

 

As foreseen at the time of Admission to AIM, given that the Company is at an early stage of development, it is not anticipated that there will be any earnings arising from the Company's activities in the short to medium term. Accordingly, the Board does not expect to recommend or pay any dividends in the foreseeable future.

 

Outlook

We are delighted to have successfully completed the reverse takeover at the end of this reporting period and are looking forward to an exciting future as Concepta.  

 

The immediate focus following Concepta's RTO in July 2016, is the launch of MyLotus in China later this year (2016) and, subsequent to CE marking, targeting launch in the UK and Europe in 2017. In addition we are looking to set up new manufacturing facilities in Yorkshire, which will be another key milestone in our Company's development. Excitingly, Concepta has the opportunity to translate its proprietary platform into commercial success in these initial markets where annual revenues in the infertility segment are estimated to be worth c.£600m.

 

Furthermore, Concepta's products have myriad applications beyond fertility diagnostics, and we are in a unique position to come in at the ground floor of the fast growing global connected healthcare sector, which is set to be worth $61bn by 2020.

 

We look forward to updating the market on these exciting developments during the course of 2016 and beyond as we implement our defined growth strategy, focused on delivering commercial success and becoming the global market leader for over-the counter products for women with fertility issues and, ultimately, tackling the wider mobile health market.

 

Adam Reynolds

Chairman

 

Enquiries:

Concepta Plc

 

Adam Reynolds, Chairman

Tel: +44(0) 7785 908 158

 

 

Spark Advisory Partners Limited

(Nominated Advisor)         

Tel: +44 (0)20 3368 3550

Neil Baldwin/Mark Brady

 

 

 

Beaufort Securities Limited (Broker)  

Tel: +44 (0)20 7382 8300

Jon Belliss

 

 

 

Yellow Jersey PR Limited (Financial PR)                      

Felicity Winkles/ Joe Burgess/ Josh Cole

Tel: +44 (0) 7748 843 871

 

 

A copy of this announcement is available from the Company's website www.conceptaplc.com

 

Concepta Plc

Interim consolidated statement of comprehensive income

 

 

Six months ended 30 June 2016

Six months ended 30 June 2015

Year ended 31 December 2015

Notes

 

 

 

USD'000

USD'000

USD'000

 

 

Unaudited

Unaudited

Audited

Continuing operations

 

 

 

 

Revenue

 

-

-

-

 

 

 

 

 

Cost of sales

 

-

-

-

 

 

 

 

 

Gross loss

 

-

-

-

Administrative expenses

 

(357)

(488)

(207)

Share-based payments

5

21

(16)

(32)

 

 

 

 

 

Operating loss

 

(336)

(504)

(239)

Finance costs

 

-

-

(7)

 

 

 

 

 

Loss before tax

 

(336)

(504)

(246)

Taxation

6

-

-

-

 

 

 

 

 

Loss for the period from continuing operations

 

(336)

(504)

(246)

Discontinued operations

 

 

 

 

Profit/(loss) for the period from discontinued operations

4

109

(318)

(2,855)

Loss for the period

 

(227)

(822)

(3,101)

Other comprehensive income:

 

 

 

 

Exchange differences arising on translation of foreign operations

 

(26)

115

(181)

Cumulative foreign exchange gain relating to disposal of subsidiaries recycled to profit from discontinued operations

 

(73)

-

-

Total comprehensive loss for the period

 

(326)

(707)

(3,282)

 

 

 

 

 

Loss per share (USD)

 

 

 

 

Basic and diluted earnings per share

 

 

 

 

From continuing operations

7

(0.02)

(0.95)

(0.25)

From discontinued operations

7

0.01

(0.60)

(2.90)

From continuing and discontinued operations

(0.01)

(1.55)

(3.15)

 

 

 

Concepta Plc

Interim consolidated statement of financial position

 

 

 

Six months ended 30 June 2016

Six months ended 30 June 2015

Year

ended 31 December 2015

Notes

 

 

 

USD'000

USD'000

USD'000

 

 

Unaudited

Unaudited

Audited

 

 

 

 

 

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment

 

-

2

-

Exploration and evaluation assets

8

-

3,017

-

Total non-current assets

 

-

3,019

-

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

99

57

76

Cash and cash equivalents

 

1,335

20

26

Total current assets

 

1,434

77

102

 

 

 

 

 

Assets classified as held for sale

 

-

-

699

TOTAL ASSETS

 

1,434

3,096

801

 

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

Equity attributable to holders of the parent

 

 

 

 

Share capital

9

1,302

2,652

636

Deferred shares

9

2,323

-

2,323

Share premium

9

6,862

5,081

5,741

Share-based payment reserve

 

26

506

522

Foreign exchange reserve

 

(110)

285

(11)

Retained losses

 

(9,100)

(7,069)

(9,348)

Total equity

 

1,303

1,455

(137)

 

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

131

1,641

203

 

 

 

 

 

Liabilities classified as held for sale

 

-

-

735

TOTAL EQUITY AND LIABILITIES

 

1,434

3,096

801

 

 

Concepta Plc

Interim consolidated statement of changes in equity

 

 

Share
Capital

 

Deferred share

Share Premium

Retained
 Losses

Share-based     Payment Reserve

Foreign Exchange Reserve

Total
Equity

 

 

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

As at 1 January 2016

636

2,323

5,741

(9,348)

522

(11)

(137)

Loss for the period

-

-

-

(227)

-

-

(227)

Other comprehensive income

 

 

 

 

 

 

 

Exchange differences arising on translation of foreign operations

-

-

-

-

-

(26)

(26)

Cumulative foreign exchange relating to disposal of subsidiaries recycled to profit from discontinued operations

-

-

-

-

-

(73)

(73)

Total comprehensive income for the period

-

-

-

-

(99)

(326)

Issue of share capital

666

-

1,121

-

-

-

1,787

Transfer of share based payment on cancelled share options

-

-

-

475

(475)

-

-

Share based payments

-

-

-

-

(21)

-

(21)

As at 30 June 2016 (Unaudited)

1,302

2,323

6,862

(9,100)

26

(110)

1,303

 

 

 

 

 

 

 

 

As at 1 January 2015

2,652

-

5,081

(6,247)

490

170

2,146

Loss for the period

-

-

-

(822)

-

-

(822)

Other comprehensive income

-

-

-

-

-

115

115

Share based payments

-

-

-

-

16

-

16

As at 30 June 2015 (Unaudited)

2,652

-

5,081

(7,069)

506

285

1,455

 

 

The following describes the nature and purpose of each reserve within owners' equity.                                      

 

Share capital                                        Amount subscribed for share capital at nominal value.

Share premium                                    Amount subscribed for share capital in excess of nominal value.

Retained losses                                   Cumulative net losses recognised in the financial statements.

Share-based payment reserve          Amounts recognised for the fair value of share options granted

Foreign exchange reserve                  Exchange differences on translating foreign operations.

 

 

 

 

 

 

 

Concepta Plc

Interim consolidated statement of cash flows

 

 

Notes

Six months ended 30 June 2016

Six months ended 30 June 2015

Year ended 31 December 2015

 
 
 

 

 

USD'000

USD'000

USD'000

 

 

 

Unaudited

Unaudited

Audited

 

Cash flows from operating activities

 

 

 

 

 

Loss before taxation

 

(336)

(822)

(3,101)

 

Adjustments for:

 

 

 

 

 

Impairment of assets

 

-

-

2,241

 

Depreciation of plant & equipment

 

-

-

1

 

Finance costs

 

-

-

7

 

Increase in trade and other receivables

 

(32)

(8)

(27)

 

(Decrease)/ increase in trade and other payables

 

(87)

559

(144)

 

Expenses settled through issue of shares

 

-

-

497

 

Share based payments

 

(21)

16

32

 

 

 

 

 

 

 

Net Cash used in continuing operations

 

(476)

(255)

(494)

 

Net cash used in discontinued operations

 

-

-

-

 

Net cash used in operating activities

 

(476)

(255)

(494)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Cash flow from disposal of businesses

 

(2)

-

-

 

Expenditures for exploration and evaluation

 

-

(5)

(91)

 

Net cash used in investing activities

 

(2)

(5)

(91)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Net proceeds from issue of share capital

 

1,787

-

470

 

Finance costs

 

-

-

(7)

 

Net cash from financing activities

 

1,787

-

463

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

1,309

(260)

(122)

 

Cash and cash equivalents at the beginning of period

 

26

165

165

 

Effect of foreign exchange rate changes

 

-

115

(17)

 

Cash and cash equivalents at end of period

 

1,335

20

26

 

 

 

 

Notes to the Unaudited Interim Financial Information

 

 

1    General information

 

Concepta Plc (formerly, Frontier Resources International plc) is a Public Company incorporated in the United Kingdom under registered number 06573154 with its registered office at 2a St Martins Lane, York, YO1 6LN.

 

The Company is an AIM-traded company in London. The Company changed its name on the 25 July 2016.

 

2    Significant accounting policies

 

Basis of preparation

The interim financial information for the six months ended 30 June 2016, which was approved by the Board of Directors on 17 August 2016, does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The financial information presented is unaudited and has been prepared using the same accounting policies as those adopted in the financial statements for the year ended 31 December 2015 and is expected to be adopted in the financial year ending 31 December 2016. The financial statements for the year ended 31 December 2015 were reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain an adverse statement under section 498 (2) or (3) of the Companies Act 2006.

 

In the opinion of the Directors, the condensed half-year accounts for the period present fairly the financial position and the results from operations and cash flows for the period.

 

The condensed half-year accounts include unaudited comparative figures for the half year ended 30 June 2015 and comparatives for the year ended 31 December 2015 that have been extracted from the audited financial statements for that year.

No new IFRS standards, amendments or interpretations became effective in the six months to the 30 June 2016 which had a material effect on this consolidated interim financial information.

 

The interim financial information is presented in US Dollars (USD or US$) rounded to the nearest thousand dollars (USD'000).

 

Accounting Policies

The condensed half year accounts have been prepared using accounting policies based on International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board ("IASB") as adopted by the European Union, including IAS 34 'Interim Financial Reporting' and IFRS 6 'Exploration for and Evaluation of Mineral Resources' and on the historical cost basis.

The Group's financial risk management objectives and policies are consistent with those disclosed in the 2015 annual report.

Going Concern

The half-year accounts have been prepared on a going concern basis. The Group made a loss of USD 227,000 during the half year ended 30 June 2016 and continues to be loss making. At 30 June 2016, the Group had cash balances of USD 1,335,000 and net assets of USD 1,303,000.

Cash balances at the date of approval of these accounts are approximately USD4.5m  (£3.5m).

 

The Directors have prepared a cash flow forecast covering a period extending 12 months from the date of approval of these interim financial statements which shows that the Group will have sufficient cash to meet its debts as they fall due over that period. Concepta is an evolving healthcare company and uncertainties exist in the forecast as a result. The forecast contains certain assumptions about the performance of the business including growth in future revenue, the cost model and margins, and the level of cash recovery from trading. In the next 12 months, the most critical assumptions are those concerning the launch of the product and platform in China and the UK. The Directors are aware of the risks and uncertainties facing the business as it pursues its strategy but the assumptions used are the Directors' best estimate of the future development of the business.

 

After considering the forecasts and the risks, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence over the period of the forecast. For these reasons, they continue to adopt the going concern basis of accounting in preparing these financial statements. However, beyond the forecast period the Group will need either to increase its revenues or take actions to ensure it remains sufficiently funded. As with any evolving healthcare company there is always an inherent risk over the ability of the Group and Company to continue as a going concern if forecasts are not met and cash resources are not adequate.  These interim financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

 

3    Operating segment information

 

The operations of the Group for the year ended December 2015 and period ended June 2015 comprise of one operating segment, being oil and gas exploration. The Group has oil and gas exploration and evaluation licenses in Oman, Namibia and Zambia. However, during the year to December 2015 the activity of this operating segment has been discontinued (see note 4 for more details).

 

4    Discontinued operations and held for sale

 

On 2 March 2016 the Company agreed to liquidate their subsidiaries, Frontier Resources Zambia Limited ("Zambia") and Frontier Resources Namibia Limited("Namibia").  Both companies ceased trading on 11 March 2016.

 

Frontier Inc ("Inc") and Frontier Oman ("Oman") has been classified as held for sale in December 2015. On 23 March 2016, entire interests in Frontier Resources Oman Limited and Frontier Resources International Inc have been sold to Mr Jack Keyes, the former chief executive of the Company for a consideration of £1 and deferred consideration, which is contingent on the achievement of certain targets.

 

The results for these discontinued operations for Zambia, Namibia, Oman and Inc below excluded any intercompany balances written off or forgiven in the individual entities. These were eliminated on consolidation of the group results.

 

 

Six months ended 30 June 2016

Six months ended 30 June 2015

Year ended 31 December 2015

 

 

USD'000

USD'000

USD'000

 

 

 

 

Profit on disposal of businesses*

109

-

-

Administrative expenses

-

(318)

(1,030)

Exceptional item-assets impairment

-

-

(1,825)

Profit/(loss) after tax

109

(318)

(2,855)

 

*this included $73,000 of cumulative foreign exchange gains relating to the disposal of the subsidiaries recycled to income statement.

 

The major classes of assets and liabilities of these discontinued operations sold during the period ended 30 June 2016 are as follows:

 

 

 

 

 

 

Six months ended 30 June 2016

 

 

$'000

 

 

 

Property, plant and equipment

 

2

Exploration and evaluation assets

 

690

Cash and cash equivalents

 

2

Trade and other receivables

 

5

Trade and other payables

 

(735)

Net liabilities

 

(36)

Cumulative foreign exchange recycled from translation reserve

 

(73)

Profit on disposal

 

109

Net consideration

 

-

 

 

 

Net cashflow in respect of disposal of the businesses

 

 

Cash received

 

-

Cash and cash equivalents sold

 

(2)

 

 

(2)

 

 

 

 

5    Share options and share based payments

 

During the period, no share options were issued.

 

On 17 February 2016, the Company issued 4,750,000,000 new ordinary shares of 0.01p as fully paid up with existing and new investors at a placing price of 0.03p per ordinary share.  In addition, the Company issued 361,999,056 warrants to subscribe for new ordinary shares.

 

On 7 April 2016, 47,857,593 warrants which were issued in February 2016 were exercised at 0.03p.

 

The Company has the following outstanding share warrants at 30 June 2016:

 

Warrants over existing ordinary shares

Exercise price

Expiry date

314,141,463

0.03p

7 October 2016

12,500,000

1.0p

12 November 2019

1,440,000

6.0p

5 July 2018

328,081,463

 

 

 

 

A credit of USD21,274 has been recognised in the six months ended 30 June 2016 (six months ended 30 June 2015: charge of USD16,452) and is included in the statement of comprehensive income. During the period, 8,250,000 share options were surrendered and cancelled by the share option holders as these options were underwater where the option's exercise price is higher than market price.  As a result, US$475,000 charge were transferred from the share based reserve to profit and loss reserve.

 

On 7 July 2016, 40,139,630 warrants which were issued in February 2016 ("Warrants") were exercised. The exercise price is 0.03p per ordinary share of 0.01p ("Ordinary Share") and the gross proceeds of exercise amounted in aggregate to £12,041.89, which provides additional working capital for the Company.

 

On 25 July 2016, the remaining warrants of 274,001,833 with an exercise date of 7 October 2016 and exercise price of 0.03p, were after share consolidation (250 to 1), resulted in warrants over 1,096,007 of new ordinary shares  with an exercise price of 7.5p. 12,500,000 and 1,440,000 warrants with an exercise price of  1.0p and 6.0p, respectively were also after share consolidation (250 to 1) resulted in warrants over 50,000 and 5,760 of new ordinary shares with an exercise price of 250p and 1500p, respectively.

 

On 25 July 2016 new warrants over 8,133,633 new ordinary shares was also issued.

 

6              Taxation

 

The Group has incurred tax losses for the six months ended 30 June 2016 and a corporation tax charge for the period is not anticipated.

 

 

7    Loss per share

 

 

Six months ended 30 June 2016

Six months ended 30 June 2015

Year ended 31 December 2015

 

USD'000

USD'000

USD'000

 

Unaudited

Unaudited

Audited

Loss for the period - continuing operations

(336)

(504)

(246)

Profit/(loss) for the period - discontinued operations

109

(318)

(2,855)

Loss for the year

(227)

(822)

(3,101)

Weighted average number of ordinary shares*

15,402,031

529,873

984,674

 

 

 

 

Basic loss per share - continuing operations (USD)

(0.02)

(0.95)

(0.25)

Basic profit/(loss) per share - discontinued operations(USD)

 

0.01

 

(0.60)

 

(2.90)

Basic loss per share(USD)

(0.01)

(1.55)

(3.15)

 

 

 

 

Weighted average number of ordinary shares allowing for the exercise of warrants*

16,714,357

1,079,947

2,432,670

 

*The weighted average number of ordinary shares for each period above were restated and based on the  new number of shares and issued, following the share consolidation whereby 250 existing 0.01p shares issued at each period end were converted to 1 new 2.5p ordinary share  on the 25 July 2016. The warrants were also subject to the share consolidation and this is reflected in the weighted average number of ordinary shares allowing for the exercise of warrants for each period above.

 

The Company did not issue share options in the six months to 30 June 2016 or the comparative six months period. The diluted loss per share has been kept the same as the basic loss per share as the conversion on share options decreases the basic loss per share, thus being anti-dilutive.

 

 

 

8    Exploration and evaluation assets

 

 

Six months ended 30 June 2016

Six months ended 30 June 2015

Year ended 31 December 2015

Cost (USD'000)

Brought forward

1,229

3,012

3,012

Additions

-

5

91

Reclassified as held for sale

-

-

(1,702)

Disposals

(1,229)

-

-

Foreign exchange movements

-

-

(172)

Carried forward

-

3,017

1,229

 

 

 

 

Depreciation (USD'000)

 

 

 

Brought forward

(1,229)

-

-

Disposals

1,229

-

-

Impairment losses

-

-

(2,241)

Reclassified as held for sale

-

-

1,012

Carried forward

-

-

(1,229)

 

 

 

 

Geographic analysis

 

 

 

Oman

-

1,810

-

Namibia

-

977

-

Zambia

-

230

-

Total

-

3,017

-

 

 

The amount of capitalised exploration and evaluation expenditure for Zambia and Namibia was fully impaired at 31 December 2015 and subsequently disposed, following liquidation of the Zambia and Namibia entities in March 2016. 

 

The capitalised EEA relating to Oman licence has been reclassified as held for sale at 31 December 2015 and subsequently, Oman was disposed of in March 2016.

 

 

 

9    Share capital and share premium

 

The changes to issued share capital and share premium were as follows:

 

Company

Ordinary shares (number)

Share

Deferred

Deferred

Share

 Capital

 Share

 Share

Premium

USD'000

Number

USD'000

USD'000

As at 1 January 2015

165,430,505

2,652

-

-

5,081

Issue of share capital

-

-

-

-

-

As at 30 June 2015 (Unaudited)

165,430,505

2,652

-

-

5,081

Issue of share capital

196,568,551

307

-

-

660

Subdivision of existing ordinary shares into 1 ordinary share of 0.1p plus one deferred share

165,430,505

-

-

-

-

Transferred to Deferred Shares

(165,430,505)

(2,323)

165,430,505

2,323

-

At 31 December 2015

361,999,056

636

165,430,505

2,323

5,741

Issue of share capital

4,797,857,593

666

-

-

1,121

As at 30 June 2016 (Unaudited)

5,159,856,649

1,302

165,430,505

2,323

6,862

 

 

10  Related party transactions

 

These comprise (a) transactions between the Company and its subsidiaries which have been written off at year ended 31 December 2015 and eliminated on consolidation; (b) compensation and other payments to key management personnel (including directors); (c) consultancy fees for finance management services that were paid to CFPro Limited and Cambridge Financial Partners LLP, companies in which Barbara Spurrier (appointed a Director of the Company in 2013) has a financial interest.

 

The Group owed USD nil to Michael J Keyes, former CEO at 30 June 2016 (30 June 2015: USD216,922 and 31 December 2015: USD402,946). In addition, the Group also owes USD nil to Michael J Keyes, former CEO at 30 June 2016 (30 June 2015: USD38,664 and 31 December 2015: USD20,000). Michael J Keyes resigned as a director on 17 February 2016.

 

The Directors voluntarily agreed unpaid accrued emoluments were to be written off during the year 2015. There are no directors' emoluments outstanding as at 30 June 2016 (30 June 2015: USD558,148, 31 December 2015: USD nil).

 

The Directors, in their continuing support of the Group business needs, agreed to continue the deferral of a proportion of their remuneration

 

 

11  Control

 

The Company is under the control of its shareholders and not any one party.

 

 

 

12 Subsequent events

 

On 12 July 2016, the Company allotted and issued 40,139,630 new ordinary shares of 0.01p as fully paid up to holders of warrants who exercised their rights. Further the Company also allotted 3,721 ordinary shares at an issue price of 0.03p each to Barbara Spurrier to create Share Premium to cancel deferred shares.

 

On 25 July 2016, the Company's name has been changed to Concepta Plc. Additionally, the following proposals become unconditional in all respects upon Admission of the Enlarged share capital to trading on AIM on the 26 July 2016:

 

1.     the acquisition by the Company of the entire issued share capital of Concepta Diagnostics Limited, resulting in the issue of 30,343,950 New Ordinary Shares;

2.     the issue of 32,050,342 New Ordinary Shares under the Firm Placing, 1,373,330 New Ordinary Shares under the Subscription, 10,833,333 New Ordinary Shares under the Debt Conversion, 13,759,618 New Ordinary Shares  under the Open Offer.

3.     Erik Henau and Dr Mark Wyatt join the Board as Chief Executive and Non-Executive Director respectively.

 

On 25 July 2016, the Company has consolidated shares, whereby every 250 existing ordinary shares of 0.01p is consolidated into 1 new ordinary share of 2.5p each. Thus the total 5,200,000,000 existing ordinary shares of 0.01p are consolidated into 20,800,000 new ordinary shares.

At a General Meeting held on 25 July 2016, the Company's shareholders accepted completing the subscription, placing and open offer to raise £3.5 million in new funds to support the continued growth of the business.

 

On 26 July 2016 the Company has successfully started trading on AIM. 109,160,573 new ordinary shares are admitted to trade by way of reverse takeover of Frontier Resources International plc (renamed as Concepta plc).

 

 

 

 

 

ENDS


This information is provided by RNS
The company news service from the London Stock Exchange
 
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