Half Yearly Report

RNS Number : 3264M

TMT Investments PLC

12 August 2011

 



TMT INVESTMENTS PLC

("TMT" or the "Company")

Half year report for the six months to 30 June 2011

EXECUTIVE DIRECTOR'S STATEMENT

Since our successful admission on AIM in December 2010, TMT Investments PLC ("TMT" or the "Company") has executed its strategy of identifying promising investment opportunities in the TMT sector. The Company has specifically focused on segments such as mobile applications, online gaming, social and search platforms, personal and business productivity, and cloud and geo services.

In June 2011, the Company announced completion of its first investment in Ninua Inc., a rapidly growing developer of social internet application software in the field of news, blogs, and social media. TMT's investment in Ninua is in the form of a US$300,000 unsecured convertible promissory note.

In July 2011, TMT completed an investment in DepositPhotos Inc. ("DepositPhotos"), a rapidly growing online source of photos, illustrations and vector art for designers, advertisers, photo editors, content managers and individuals. TMT has acquired new shares amounting to 15% of DepositPhotos's equity capital for a consideration of $1,988 and an obligation to make capital contributions to DepositPhotos, up to a total further investment by TMT of $1 million. As of the date of this report, TMT has invested $119,200 in DepositPhotos as part of its $1 million co-investment obligation.

With the growing size of its operations, in the first half of 2011 the Company has made efforts to strengthen its team. On 1 May 2011, two employees were hired to assist the Company's directors and consultants with the investment search, deal execution and post-investment requirements. In June 2011, Yuri Mostovoy was appointed as the Company's Chairman.

We have a number of projects under evaluation, and intend to complete a number of additional investments before the end of 2011.

We look forward to updating our shareholders on the Company's progress in the nearest future.

Alexander Selegenev

Executive Director

12 August 2011

For further information contact:

TMT INVESTMENTS PLC Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd NOMAD and Broker Marc Cramsie/Irina Lomova www.zaicf.com	020 7060 2220

Statement of Comprehensive Income

		For the period from 1 January 2011  to 30 June 2011, USD (Unaudited)
				Notes
Revenue						-
Expenses
Administrative expenses				3	(214,826)
Operating loss					(214,826)
Finance income					41,765
Loss before taxation					(173,061)
Taxation				4	-
Loss attributable to equity shareholders					(173,061)
Other comprehensive income					-
Total comprehensive loss for period					(173,061)
Loss per share (cents per share)				8	(0.87c)

Statements of Financial Position

				USD
		Notes		At 30 June 2011		At 31 December 2010
				(Unaudited)		(Audited)
Non-current assets
Convertible note receivable		2.2			300,000	-
Current assets
Trade and other receivables					18,671	-
Cash & cash equivalents					19,181,063	19,648,821
Total current assets					19,199,734	16,648,821
Total assets					19,499,734	19,648,821
Current liabilities
Trade and other payables		6	60,162			39,453
Total liabilities					60,162	39,453
Net assets					19,439,572	19,609,368
Equity
Share capital		7			19,636,247	19,636,247
Share based payment reserve		7			3,265	-
Retained losses					(199,940)	(26,879)
Total equity					19,439,572	19,609,368

Statement of Cash Flows		For the period from 1 January 2011 to 30 June 2011, USD (Unaudited)
Operating activities
Operating loss				(214,826)
Adjustments for:
Share based payment charge				3,265
Changes in working capital				2,038
Net cash used by operating activities				(209,523)
Investing activities
Purchase of convertible note		2.2		(300,000)
Net cash used by investing activities				(300,000)
Financing activities
Interest received				41,765
Net cash from financing activities				41,765
Decrease in cash and cash equivalents				(467,758)
Cash and cash equivalents at the beginning of the period				19,648,821
Cash and cash equivalents at the end of the period				19,181,063

Statement of Changes in Equity

For the period from 1 January 2011

 to 30 June 2011, USD

(Unaudited)

	Share capital	Share based payment reserve	Retained losses	Total equity
Balance at 1 January 2011	19,636,247	-	(26,879)	19,609,368
Total comprehensive loss for period	-	-	(173,061)	(173,061)
Transactions with owners:
Share based payment charge	-	3,265	-	3,265
Balance at 30 June 2011	19,636,247	3,265	(199,940)	19,439,572

NOTES TO THE FINANCIAL INFORMATION

FOR THE HALF YEAR ENDED 30 JUNE 2011

1.       Company information

TMT Investments Plc ("TMT" or the "Company") is a company incorporated in Jersey with its registered office at Queensway House, Hilgrove Street, St Helier, JE1 1ES, Channel Islands.

The Company was incorporated and registered on 30 September 2010 in Jersey under the Companies (Jersey) Law 1991 with registration number 106628 under the name TMT Investments Limited. The Company obtained consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on 30 September 2010. On 1 December 2010 the Company re-registered as a public company and changed its name to TMT Investments PLC.

The memorandum and articles of association of the Company does not restrict its activities and therefore it has unlimited legal capacity. The Company's ability to implement its Investment Strategy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. Suitable investment opportunities may not always be readily available.

The Company will seek to make investments in any region of the world. However the expertise of the Directors and the Consultants is predominantly in emerging markets.

The information relating to the six months ended 30 June 2011 is unaudited and does not constitute statutory accounts. The comparative figures for the financial year ended 31 December 2010 are not the Company's statutory accounts for that financial year. Statutory accounts for the year ended 31 December 2010 were approved by the Board of Directors on 18 April 2011. The report of the auditors on those accounts was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain any qualification.

These unaudited interim financial results were approved by the Board of Directors on 12 August 2011 and are available on the Company's website, http://www.tmtinvestments.com/freports.html and are being sent to shareholders. Further copies are available from TMT's registered office, Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES.

2.       Summary of significant accounting policies

2.1    Basis of presentation

The accounting policies applied by the Company in these unaudited interim results are based on International Financial Reporting Standards as adopted by the European Union, including IAS 34 'Interim Financial Reporting', and in accordance with the accounting policies which the Company expects to adopt in its next annual accounts for the year ending 31 December 2011 and are the same as those applied by the Company in its financial statements for the year ended 31 December 2010 except for the new policy set out below.

The Company's financial risk management objectives and policies are consistent with that disclosed in the financial statements as at and for the year ended 31 December 2010.

For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being 'Investing in the TMT sector'. No further operating segment financial information is therefore disclosed.

2.2 Convertible Note Receivable

Convertible note is a debt instrument that can be converted into stock at the option of the holder or the issuer. The Company purchased a convertible note from Ninua, Inc. for the total of USD 300,000 (the "Note"). The outstanding principal of the Note, together with any unpaid accrued interest, will be automatically converted into Ninua's equity securities upon the closing of the next equity financing or on a change of control of Ninua, at the equity valuation equal to the lowest of (i) 80% of the equity valuation of Ninua applicable to the next equity financing or change of control, or (ii) US$5,000,000.

3        Administrative expenses

                                                                                            Administrative expenses, USD

Professional fees					95,723
Directors' fees and employee salaries					95,245
Accounting and other services					10,605
Bank and LSE charges					5,817
Effect of foreign exchange fluctuation on cash balances					1,547
Other expenses					2,624
Share based payment charge		7			3,265
Total					214,826

4        Taxation

                                                                                                                 Taxation, USD

Jersey corporation tax					-
Overseas tax					-
Deferred tax					-
Total					-

No tax reconciliation note has been presented as the income tax rate for Jersey companies in 0%.

5        Cash & cash equivalents

                                                                                          Cash & cash equivalents, USD

	At 30.06.2011	At 31.12.2010
Cash at bank and in hand	19,181,063	19,648,821

6        Trade and other payables

Trade and other payables, USD
At 30.06.2011						At 31.12.2010
Accrued expenses					60,162	39,453
Total					60,162	39,453

7          Share capital and options

The Company has an authorised share capital of unlimited shares of no par value and has a current issued share capital of 20,000,002 Ordinary Shares, including 20,000,000 placing shares issued at a placing price of US$1.

	At 30 June 2011
Shareholder	Number of Ordinary Shares	Percentage of Enlarged Ordinary Share capital
HANOVER NOMINEES LIMITED	5,000,000	25.00
WISSEY TRADE & INVEST LTD	5,000,000	25.00
VIDACOS NOMINEES LIMITED	4,000,000	20.00
MENOSTAR HOLDINGS LIMITED	3,100,000	15.50
UBENORD INVESTMENTS LIMITED	1,900,000	9.50
OJSC GIPROPROS	600,000	3.00
OTHER	150,000	2.00
Total	20,000,002	100.00

At a meeting of the board of directors on 27 April 2011, on the recommendation of the independent directors, Alexander Selegenev was granted options to subscribe for 100,000 new ordinary shares in the Company. Set out below are the terms of issue:

No. of ordinary shares	Exercise Price	Exercise Period
33,333	US$1	31/12/11-30/01/12*
33,333	US$1	31/12/12-30/01/13*
33,334	US$1	31/12/13-30/01/14*

* or a period of 30 days starting from the date on which certain circumstances preventing exercise during these periods have ended.

The terms and conditions of the options are as follows:

	Options granted to Alexander Selegenev
Date granted	01 January 2011
Number of instruments	100,000
Vesting period	1-3 years
Expiry dates	31 December 2011 - 30 January 2014
Exercise price	USD 1.00
Share-based compensation (USD) during 2010	-
Share-based compensation (USD) during six months ended 30 June 2011	3,265

There were no exercised options during six months ended 30 June 2011 and the year ended 31 December 2010.

The fair value of services received in return for share options granted is based on the fair value of share options and warrants granted, measured using the Black-Scholes formula, using the following assumptions:

(in USD, except for number of shares and percent)
Fair value at grant date	1.03
Share price	1.00
Exercise price	1.00
Expected volatility, per cent	4.98
Option life, years	1 - 3
Expected dividends, percent	0.00
Risk free interest rate, percent	6.39

8        Loss per share

Basic loss per share is calculated by dividing the losses attributable to the Company's shareholders by the weighted average number of ordinary shares in issue during the period from 31 December 2010 to 30 June 2011:

Loss per share

Loss for the period	(173,061)
Weighted average number of shares	20,000,002
Loss per share (cents per share)	(0.87c)

Potential ordinary shares of 100,000 shares have not been included in a dilutive earnings per share calculation as the shares are anti-dilutive.

9        Capital management

The capital structure of the Company is presented in the statement of financial position and, at the reporting date consists of equity share capital.

The Board's policy is to maintain a strong capital base so as to maintain investor and market confidence and to enable the successful future development of the business. The Company is not subject to externally imposed capital requirements.

10      Subsequent events

On 26 July 2011, the Company completed an investment in DepositPhotos Inc. ("DepositPhotos"), a rapidly growing photobank selling images on a royalty-free basis.

DepositPhotos is an unquoted private company incorporated in Florida. It was established in 2009 by its founder, Dmitry Sergeev, and is a rapidly growing online source of photos, illustrations and vector art for designers, advertisers, photo editors, content managers or individuals, with millions of high-quality images available at affordable prices.

TMT has acquired new shares amounting to 15% of DepositPhotos's equity capital (post-transaction) for a consideration of $1,988. In addition, TMT has agreed to make capital contributions to DepositPhotos of twice the amount of any capital contributions made by Mr. Sergeev in the period up to 3 years, up to a total further investment by TMT of $1 million. Capital contributions will not alter the percentage shareholdings of the parties. As of the date of this report, TMT has invested $119,200 in DepositPhotos as part of its $1 million co-investment obligation.

TMT has also been granted an option to increase its investment in DepositPhotos by subscribing for new shares representing a further 15% of the share capital at an aggregate price of between $500,000 and $2m, dependent on the amount of DepositPhotos's audited EBITDA for the period of one year from the completion of the initial investment.

11      Control

The Company is not controlled by any one party.

 

END

 

 

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