Half Yearly Report

RNS Number : 3676A
Vela Technologies PLC
19 December 2014
 



Vela Technologies plc

("Vela" or the "Company")

 

Unaudited interim results for the six months ended 30 September 2014

 

chairman's statement

 

Half-Yearly Report for the six months Ended 30 September 2014

Dear Shareholders

 

Introduction

 

Your company has experienced a comparatively quiet six months since the financial year end, a year of activity when the Company invested over £500,000 in opportunities in the technology sector.

 

During this period we took the opportunity to participate in a placing for new shares in Portr together with a further purchase of shares through a private transaction. In addition in May 2014 the Company announced an investment of £100,000 in a £1m series B funding for The Social Superstore Limited, a social commerce platform which is expected to launch during H1 2015, initially in the UK. We invested a further £30,226 in Rosslyn Analytics following its flotation on AIM in April 2014.  Rosslyn Analytics was the first investee company of Vela to achieve a flotation. We also invested approximately £35,000 in Imaginatik, an AIM listed full service innovation provider offering a range of technology products and consultancy.

 

We are encouraged by our investment in Disruptive Technology one of whose investments, Nektan, joined AIM on 3 November 2014. DTL is Vela's largest investment to date.

 

The company has now built up a portfolio of investments which the board believe will, in due course, create value for shareholders.

 

During the period under review no investment realisations were made and no income was received from investments which resulted in a loss for the six months of £90k. We will continue with our investment policy and explore ways to enhance shareholder value.

 

The investment portfolio of Vela consists of:

 

Disruptive Technology which manages investments in disruptive technology companies.

 

Portr provides concierge airport, home, hotel, traveller luggage transfers.

 

Rosslyn Analytics  a cloud based analytics company listed on AIM.

 

Social Superstore  provides a social commerce platform.

 

Advance Laser Imaging which uses laser scanning hardware and advanced software applications to produce 360 degree, 3D images.

 

Stream TV Networks is a Philadelphia-based new media company which owns proprietary software enabling consumers to view 3D media without glasses.

 

Imaginatik is a full service innovation provider offering a range of consultancy and technology products.

 

We look forward to keeping shareholders informed in due course of further developments within the group.

 

 

N Brent Fitzpatrick MBE

Chairman

 

Vela Technologies PLC

For further information please contact:

Vela Technologies plc


Brent Fitzpatrick, Non-Executive Chairman

Antony Laiker, Director

 

 

Tel: +44 (0) 7802 262 443

 

Allenby Capital Limited


Nick Athanas/Katrina Perez/James Reeve

 

Tel: +44 (0) 20 3328 5656

 

 

unaudited statement of comprehensive income

for the six months ended 30 September 2014

 

 

 



 

 

 

6 months ended

6 months ended

year ended

 

 

30 September

30

September

31

March

 

 

2014

2013

2014

 

Notes

£'000

£'000

£'000






Revenue


-

-

4

Cost of sales


-

-

-

Gross profit


-

-

4

Administrative expenses


(90)

(98)

(167)

Loss from operations


(90)

(98)

(163)

Profit/(loss) before tax


(90)

(98)

(163)

Income tax


-

-

45

Profit/(loss) and total comprehensive income


(90)

(98)

(118)

Attributable to:


 

 

 

Equity holders of the company


(90)

(98)

(118)

Earnings per share


 

 

 

Basic and diluted earnings/(loss) per share (pence)

5

(0.07)

(0.11)

(0.10)

 

 

 

 

 



 

unaudited balance sheet

as at 30 September 2014

 

 

 

 

 

30 September

30 September

31

March

 

 

2014

2013

2014

 

Notes

£'000

£'000

£'000

Assets

 

 

 

 

Investments

        6

854

264

524

Current assets

 

 

 

 

Trade and other receivables


21

17

306

Cash and cash equivalents

 

10

61

9

Total current assets

 

31

78

315

Non current assets held for sale 

 

-

-

-

Total assets

 

885

342

839

Equity and liabilities

 

 

 

 

Equity

 

 

 

 

Called up share capital

7

249

133

222

Capital redemption reserve

 

-

-

-

Share-based payment reserve

 

-

-

-

Share premium account

 

831

257

723

Retained earnings

 

(237)

(127)

(147)

Total equity

 

843

263

798

Current liabilities

 

 

 

 

Trade and other payables

 

42

79

41

Total liabilities

 

42

79

41

Total equity and liabilities

 

885

342

839

 

 



unaudited cashflow statement

for the six months ended 30 September 2014

 

 

 

6 months ended

6 months ended

year ended

 

 

30 September

30 September

31

March

 

 

2014

2013

2014

 

 

£'000

£'000

£'000

Operating activities

 

 

 

 

(Loss)/profit before tax

 

(90)

(98)

(163)

Share-based charge

 

-

 

-

(Increase)/Decrease in receivables

 

285

(6)

(295)

Increase  in payables

 

1

3

(35)

Gain on Company Voluntary Arrangement

 

-

-

-

(Utilisation) of provision for onerous lease

 

-

-

-

Profit on disposal of subsidiaries

 

-

-

-

Tax charge

 

-

-

45

Total cash flow from operating activities

 

196

(101)

(448)

Investing activities

 

 

 

 

Consideration for disposal of investment in subsidiary

 

-

-

323

Consideration for acquisition in associates

 

(230)

(264)

(524)

Total cash flow from investing activities

 

(230)

(264)

(524)

Financing activities

 

 

 

 

Issue of ordinary share capital

 

7

65

154

Share premium on the issue of ordinary share

 

28

257

723

Total cash flow from financing activities

 

35

322

877

Net (decrease)/increase in cash and cash equivalents

 

1

(43)

(95)

Cash and cash equivalents at start of year/period

 

9

104

104

Cash and cash equivalents at the end of the year/period

 

10

61

9

 

 

 

 

 

Cash and cash equivalents comprise:

 

 

 

 

Cash and cash in bank

 

61

44

104

Cash and cash equivalents at end of year/period

 

61

44

104


 

 

 

 

 

 

 

 



 

unaudited statement of changes in equity

for the six months ended 30 September 2014

 

 

 

 

 

 

Capital

Share-based

 

 

 

Share

Share

Redemption

payment

Retained

Total

 

capital

Premium

Reserve

reserve

Earnings

Equity

 

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 April 2014

222

723

-

-

(147)

798

Profit for the period and total comprehensive income for the period

-

-

-

-

(90)

(90)

Issue of shares in lieu of services

7

28




35

Issue of shares

20

80




100

Balance at 30 September 2014

249

831

-

-

(237)

843

 

 

 

 

 

 

 

Balance at 1 April 2013

4,912

24,032

13,188

-

(42,093)

39

Capital restructure

(4,844)

(24,032)

(13,188)

-

42,064

-

Issue of share capital

65

257

-

-

-

322

Profit for the year and total comprehensive income for the year

-

-

-

-

(98)

(98)

Balance at 30 September 2013

133

257

-

-

(127)

263


 

 

-

 

 

 

Balance at 1 April 2013

4,912

24,032

-

-

(42,093)

39

Capital reorganisation

(4,844)

(24,032)

-

-

42,064

--

Issue of share capital

154

723

-

-

-

877

Profit for the year and total comprehensive income for the year

 

 

 

 

(118)

(118)

Balance at 31 March 2014

222

723

-

-

(147)

798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

notes to the interim accounts

for the six months ended 30 September 2014

 

1. General information

Vela Technologies Plc is a company incorporated in the United Kingdom.

 

These unaudited condensed interim financial statements for the six months ended 30 September 2014 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.  This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31 March 2013 and are presented in pounds sterling.

 

The comparative figures for the financial year ended 31 March 2014 have been extracted from the Company's statutory accounts which have been delivered to the Registrar of Companies and reported on by the company's Auditors.  Their report was unqualified and contained no statement under section 298 (2) or (3) of the Companies Act 2006.

 

2. Changes in accounting policy

The assessment of new standards, amendments and interpretations issued but not effective, are not anticipated to have a material impact on the interim financial statements.

 

3. Going concern

The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources.

The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future.  Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

 

4. Investments

Fixed asset investments are stated at cost less provision for diminution in value.

 

5. Earnings per share

Earnings per share has been calculated on a loss after tax of £90,000 (period to 30 September 2013: £98,000 loss; year to 31 March 2014: £120,000 loss) and the weighted number of average shares in issue for the year of120,044,010 weighted (30 September 2013: 88,679,309 weighted; 31 March 2014: 122,943,751).

 

Reconciliation of the profit and weighted average number of shares used in the calculations are set out below:

 


6 months ended

30 September

2014

6 months ended 30 September 2013

Year ended

 31 March

2014

Profit/(loss) (£'000)

(90)

(98)

(120)

Earnings per share (pence)

(0.07)

(0.11)

0.10

 

A capital reorganisation was approved at a General Meeting held on 28 May 2012. Each of the Company's existing Ordinary shares of 0.1p each were subdivided into 1 'New' Ordinary Share of 0.001 pence ('New shares') and 99 New Deferred shares of 0.001 pence ('New Deferred Shares').  The New Shares above were consolidated into New Ordinary Shares of 0.1 pence each on the basis of 1 New Ordinary Share for every 100 New Shares.  The Admission of the New Ordinary Shares to trading on AIM took place on 29 May 2012.

 

The Earnings per Share comparatives have been adjusted to reflect the redenomination of the share capital.

 

6. Investments

 




Other investments

Cost at 1 April 2014

 

 

524

Purchased in the period

 

 

330

Cost at 30 September 2014

 

 

854

 

Investment in Portr

On 12th November 2013 the Company announced an investment of £50,000 by way of a cash subscription for 32,136 new ordinary shares of 0.0001p each in Portr Limited ("Portr"), being approximately 2 per cent.  This subscription was paid in 3 tranches, with the final tranche of £15,000 being paid during this period.

 

On 12 May 2014, the Company announced a further investment of £50,000 by way of a cash subscription for 17,235 new ordinary shares of 0.01p each in investee company, Portr. The additional investment by Vela was part of a £500,000 funding round by Portr at a price of some 290p per share and brought Vela's total investment in Portr to £100,000, with an enlarged shareholding of 49,731 shares representing approximately 2.9 per cent of Portr's enlarged issued share capital.

 

On 24 July 2014 the Company announced the acquisition of a further 38,314 shares in Portr for a consideration of £100,000 which has been wholly satisfied  through the issue of 20,000,000 new ordinary shares in Vela (the "Consideration Shares") at 0.5 pence per share (the "Transaction").  The vendor of the 38,314 shares in Portr was John Garner. The 20,000,000 Consideration Shares were admitted to trading on AIM ("Admission") on 31 July 2014. Following completion of the Transaction Vela has an enlarged shareholding of 87,685 shares in Portr representing approximately 5% of Portr's issued share capital.

 

Following the issue of the Consideration Shares, John Garner became interested in 20,000,000 ordinary shares in the Company representing 8.26% of the issued share capital in the Company (as enlarged by the issue of the Consideration Shares).

 

Investment in The Social Superstore Limited ("Social Superstore")

On 22 May 2014 the Company announced an investment of £100,000 in the £1m series B funding of Social Superstore, a social commerce platform which is being built with a view to launch in H1 of 2015, initially in the UK. This funding will be applied to building the back end of the platform and placed a pre-money valuation on Social Superstore of £3m, giving Vela a 2.5 per cent. interest.

 

Rosslyn Analytics

In June 2014 the Company invested a further £30,226 in Rosslyn Analytics following flotation.

 

Investment in Imaginatik Plc

On 22 April 2014 the Company invested £35,000 in Imaginatik Plc for 42,000,000 ordinary shares.  Furthermore on 22 July 2014 Imaginatik announced a share consolidation whereby for every 80 existing ordinary shares of 0.0625p each will be consolidated into one new ordinary share of 5p each.  As a result the Company owns 525,000 ordinary shares of 5 pence each in Imaginatik.

 

7. Share capital

 

30 September

30 September

31 March

 

2014

2013

2014

 

£'000

£'000

£'000

Authorised capital

 

 

 

9,999,520,000 ordinary shares of 0.1 pence each

10,000

10,000

10,000

76,025,157,516 deferred shares of 0.001 pence

760

760

760

4,083,918,156 deferred shares of 0.1 pence each

4,084

4,084

4,084

54,952,000 deferred shares of 24 pence each

13,188

13,188

13,188

 

28,032

28,032

28,032

Allotted, called up and fully paid capital

 

 

 

249,087,020 (30 September 2013: 133,087,020  31 March 2014: 222,088,020) ordinary shares of 0.1 pence each

249

133

222

76,025,157,516 deferred shares of 0.001 pence

-

-

-

4,083,918,156 deferred shares of 0.1 pence each

-

-

-

 

249

133

222

 

 

Allotments during the period

The Company allotted the following ordinary shares during the period:

 

6 months ended 30 September 2014

Shares in issue at 1 April 2014

222,088,020

Shares issued during the year

27,000,000

Shares in issue at 30 September 2014

249,088,020

 

 

6 months ended 30 September 2013

Shares in issue at 1 April 2013

67,679,309

Shares issued during the period

65,000,000

Shares in issue at 30 September 2013

132,679,309


 


Year ended 31 March 2014

Shares in issue at 1 April 2013

67,679,309

Shares issued during the period

154,408,711

Shares in issue at 31 March 2014

222,088,020

 

A capital reorganisation was approved at a General Meeting held on 28 May 2012. Each of the Company's existing Ordinary shares of 0.1p each have been subdivided into 1 'New' Ordinary Share of 0.001 pence ('New shares') and 99 New Deferred shares of 0.001 pence ('New Deferred Shares').  The New Shares above have been consolidated into New Ordinary Shares of 0.1 pence each on the basis of 1 New Ordinary Share for every 100 New Shares.  The Admission of the New Ordinary Shares to trading on AIM took place on 29 May 2012.

The Company's main source of capital is the parent Company's equity shares. The policy is to retain sufficient authorised share capital so as to be able to issue further shares to fund acquisitions, settle share-based transactions and raise new funds.

A further issue of shares took place on 9 August 2013, 60,000,000 Ordinary shares of 0.1 pence being issued at 0.5p each generating gross proceeds of £300,000.

On 24th July 2014 the Company issued 20,000,000 shares to John Garner, a shareholder in Portr, as consideration for the acquisition by Vela of a further 38,314 shares in Portr.

On 25th July 2014 the Company issued 7,000,000 shares to a consultant in lieu of fees at a price of 0.5p per share.

 

8. Related party transactions

During the period the Company entered into the following related party transactions. All transactions were made on an arm's length basis:

 

Ocean Park Developments Limited

Nigel Brent Fitzpatrick, Non-Executive director is also a director of Ocean Park Developments Limited.  During the period the Company paid £6,000 (30 September 2013: £6,000; 31 March 2014 : £12,000) in respect of his directors fees to the Company.  The balance due to Ocean Park Developments at the period end was £nil (30 September 2013 £nil; 31March 2014 : £nil).

 

Risk Alliance Insurance Brokers Limited

Nigel Brent Fitzpatrick, Non-Executive director is also a director of Risk Alliance Insurance Brokers Limited.  During the period the Company paid £3,975 (30 September 2013: £nil; 31 March 2014: £3,975) in respect of insurance services for the Company.  The balance due to Risk Alliance Insurance Brokers Limited at the period end was £nil (30 September 2013 £nil; 31March 2014 : £nil).

 

9. Principal risks and uncertainties

Principal risks and uncertainties are set out in the annual financial statements within the directors' report and also in note 13 and are reviewed on an on-going basis. 

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the company, and will have overall responsibility for setting the company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the company's business both prior to and following an acquisition.

There have been no significant changes in the first six months of the financial year to the principle risks and uncertainties as set out in the 31 March 2014 Annual Report and Accounts.

10. Board Approval

These interim results were approved by the Board of Vela Technologies Plc on 19 December 2014.

DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS AND UNCERTANTIES

Responsibility statement

We confirm to the best of our knowledge:

(a)   The condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

(b)   The interim management report includes a fair review of the information required by:

(1)   DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(2)   DTR 4.2.8R of the Disclosure and Transparency Rules, 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 any changes in the related party described in the last annual report that could do so.

 

Mr Nigel Brent Fitzpatrick

Chairman

 


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