Final Results

Web-Angel PLC 15 June 2001 15 June 2001 web-angel plc Preliminary Results for 12 months ended 31 December 2000 Highlights: * Successful completion of reverse takeover of United Energy plc and admission to AIM * In seven months trading, revaluations of assets show 43% uplift * Pre tax loss of £1.25 million before unrealised gains of £0.86 million, in line with expectations. Bank balances at 31 December 2000 of £4.84 million * Notable asset growth from ETC (Electronic Trading Company) Limited and DELSY Electronic Components AG. * European network strengthened by opening of office in Sweden * Partnership secured with McKenna Venture Accelerator ('MVA') adding US and Japan to existing European network Post Year-end Highlights: * Joint venture agreements entered into with AU-System, a Stockholm-listed mobile internet consultancy, IT-Provider, a Swedish venture capital firm and McKenna Venture Accelerator * As a founding partner, web-angel secured a 9.26% equity stake in the joint venture company with an agreement to invest - on a discretionary basis - up to £1.9 million over the next three years Penny Hughes, Chairman of web-angel plc, said: 'Since web-angel's inception the Group has been developing the foundations of an exciting investment accelerator business by cautiously expanding its investment portfolio. web-angel's sharpening focus on mobile commerce has been underpinned by the exciting joint venturing agreement we have made with a number of well established international partners. Through this new venture, web-angel's portfolio will continue to grow in this area, as we enable some of the most advanced technologies in this sector to come to market. I look forward to the future with growing confidence, confirmed in my belief that our strategy is right and beginning to show promising progress.' - ends - For further information: Penny Hughes, Chairman, web angel plc 0207 010 8200 David Rydell/Oliver Jones, Bell Pottinger Financial 0207 353 9203 Chairman's Statement Introduction Since web-angel's inception last year, your Board has been developing the foundations of an exciting and successful investment accelerator business focussing on wireless and e-business technology, products and services. Market sentiment towards early stage technology investment businesses has deteriorated during the last twelve months, with a number of publicly quoted companies changing their strategies. However, web-angel's significant competitive advantages continue to give the business great potential. In particular the input of its three founding partners: Brait SA 'Brait', Ermgassen & Co Ltd 'Ermgassen & Co' and OC&C Strategy Consultants Ltd 'OC&C', which brings its US partner McKenna, provides web-angel with a highly skilled network and significant operational benefits. Financial Results The results include only seven months trading of web-angel, with the first five months of the year reflecting the costs and expenses of the discontinued business. The overall loss for the year of £1.25 million is partly off set by unrealised investment revaluation gains of £0.86 million. Ignoring goodwill amortized during the year, the total recognised gains for the year would have been £0.21 million, which is a solid achievement, given the difficult market conditions and the modest size of the initial investment portfolio. At the year-end the Group had £4.84 million of cash which provides the Group with sufficient funds for present requirements. As indicated at the time of admission the Company's principal objective is capital growth from its investments and it does not expect to recommend the payment of dividends in the foreseeable future. Portfolio Progress The Group's investment portfolio has been cautiously expanded during the period since acquisition, comprising seven active investments at the year-end. Overall the progress made by the portfolio has been good with evaluated returns, taking into account provisions against investments, of 43 per cent in just seven months. These returns have resulted from the revaluation of three of our investments of which each has raised significant additional funds at valuations considerably above the cost of web-angel's investment position. However, in revaluing these investments your Directors have significantly discounted that price, due to the challenging ongoing fundraising climate facing our investee companies. For similar reasons provision has been made against a number of the investments where the future of the investment appears uncertain. As reported at the half year we have started to focus increasingly on wireless technology businesses. The attractions of wireless investment are that it will leverage our existing expertise, capabilities and networks, which include both BT and Vodafone. It also gives us the opportunity to build on our close relationship with McKenna Venture Accelerator ('MVA'), the US Venture Capital fund, who are keen to assist in the rollout of European businesses into the US and to identify US businesses which need help to access the European market. Progress since Year-end On 3 April 2001 the Company announced that it had helped to create and taken a 9.26 per cent stake in a Stockholm based corporate venturing company, Auxema AB, aimed at exploiting wireless technologies from AU-System's existing and future intellectual property. This venture combines the skills of web-angel and MVA, with which we are associated, with the technology-focused skills of one of Scandinavia's most prominent venture capital houses IT provider and the world class wireless technology skills of AU-System. Your Board believes access to AU-System's proven technology base provides exciting prospects and our expectation is that between 6 and 12 new companies will be created over the next three years. We have also taken a 4.4 per cent interest in Icontrol Transactions Inc 'Icontrol', a US investment in which MVA took an approximate 30 per cent stake and is responsible for providing acceleration services to. Products developed include voice authentication technology and BioCert server software. This example illustrates how we utilise our strong global networks both to identify investment opportunities and drive their value. Management Chris Eyles, Chief Executive, has decided that he wishes to pursue interests outside of web-angel, including a relocation to Australia, and has resigned from the Board. I am pleased to report that Jens Bjaroy has joined the Board as Business Development Director. Jens has been responsible for developing our Stockholm office and was instrumental in securing the AU-System venturing relationship. For an interim period, I will more closely supervise the business. The day-to-day operations will be jointly led by Nick Tamblyn and Jens Bjaroy. Nick will focus on all financial, procedural and control matters, Jens will focus on portfolio management and development. Olav Ermgassen, the Founder and principal shareholder of Ermgassen & Co, joins the Board as a non-executive director replacing Christopher Stainforth who has stepped aside. Christopher will however remain, through his role at Ermgassen & Co, closely connected with web-angel and we will continue to benefit from his corporate finance skills and network. Lars Ahrell has agreed to assume the Chairmanship of the Investment Committee having previously been Deputy Chairman. I would like to take this opportunity to thank both Chris Eyles and Christopher Stainforth for their contribution to the creation and development of web-angel. Outlook and Objectives Despite a challenging climate, the outlook for the Company remains one of good opportunity. We are increasingly focusing on wireless technology, an arena that your Board believes has exciting potential. Importantly, the AU-System corporate venturing agreement gives us access to a wealth of proven technology and business concepts supported by global partners. We have already seen, through our investment in Icontrol, the value of our relationship with MVA. Through this relationship and those with our Founders and AU-System, we aim to strengthen further our portfolio of wireless technology investments. I also expect that during the coming year we will continue to develop our existing investments and, although the dramatically changed investment climate makes progress more difficult, we intend to secure other important industry relationships that will add value to the Company. Penny L Hughes Chairman Operational Review Review of Portfolio The web-angel portfolio comprised of seven investments at the end of year which since then this has risen to nine. The overall performance of the portfolio has been good and has supported web-angel's business rationale. The gross return on investments taking into account unrealised revaluation gains at 31 December 2000 was 43 per cent. Given that this has been achieved during only seven months and that a conservative stance has been taken to revaluations, this is highly encouraging. The existing investment portfolio comprises largely of e-commerce driven investments, however we expect that the mix of the portfolio will change significantly during the current year with an increasing emphasis on technologies, products and services which have wireless applications. Progress by the principal investments within the portfolio together with the services provided by the Group to these companies are detailed below: Ascot Drummond Limited 'Ascot Drummond' is a provider of outsourced back-office services for small to medium size enterprises, delivered over the internet. During the year web-angel increased its stake to 5.93 per cent, however subsequently this stake has been reduced to 3.81 per cent, as a result of the first tranche of funding of £3.25 million received from Mercury Private Equity. This funding was done at a significant premium to web-angel's base cost of investment. Services supplied by web-angel to Ascot Drummond during the year have included marketing, strategy work and the related financial modelling. Alex Birch, a partner of OC&C, is a Director of Ascot Drummond and helps monitor and provide ongoing assistance to the Company on behalf of web-angel. Delsy Electronic Components AG 'Delsy' produces a unique fingerprint identification system the prime use of which will be in e and m-commerce security. The Delsy system has also been used for access controls security and Robert Bosch GmbH are looking to apply the sensor in the automotive sector. During December 2000 Delsy secured £2.95 million (EUR 4.65 million) in funding led by Falke Bank AG, the Dusseldorf Investment Bank, giving a pre-money valuation of £29.5 million (EUR 46.5 million). Ermgassen & Co acted as advisors for the financing and are represented on the supervisory board. This fund raising valued the business at almost three times higher than the value at which web-angel invested. ETC (Electronic Trading Company) Limited 'ETC' is in the process of developing an electronic trading platform for a range of insurance products including travel, motor and household insurances. The platform has been designed so that it can be easily re-branded for use by a range of trading partners with established consumer brands. ETC having already entered into arrangements with over ten companies to provide an e-commerce trading platform for their 'own branded' online insurance sales. web-angel's investment of 9.5 per cent prior to any conversion resulting from AON's recent investment was built up in two tranches during the year. The first tranche arose out of the provision of e-business strategy advice and services with a follow on cash investment of £300,000 made in August. In December, ETC entered into a strategic partnership and associated funding and services agreement with AON. This was a major step forward and has enabled ETC to accelerate the growth of the business and to broaden ETC's product range. The valuation of ETC inherent in the AON agreement is significantly higher than at the time web-angel invested. Brait introduced this investment to web-angel and has an equity interest in ETC itself. Information Superhighway 'Infosh' is an internet-enabled, business-to-business applications provider for magazine subscription marketing services to the publishing industry. Infosh has developed an extensive proprietary database of magazines and is now seeking an industry partner to help aggressively develop the business. web-angel provided assistance with both the marketing strategy and business planning using the services of OC&C. Online Medical Conferences Limited 'MCX' provides an online database of medical conferences covering over 37,000 upcoming medical conferences. The site has been developed and has been hosted by Intuitive Media who are shareholders in the business. The site currently attracts above 25,000 visits per month. web-angel provided services to MCX validating the original concept and assisting in identifying product hosting strategic partners. ShoppingGate.com Inc 'ShoppingGate' offers an integrated solution for small and medium enterprises throughout Europe that wish to enter into the world of e-commerce. ShoppingGate enables SMEs to participate on the internet in an environment which is attractive for the end-user. In addition, it offers 'full service' solutions for shop structuring, mall placement and the international processing of payments and logistics for the consumer. ShoppingGate's revenue will come from transaction fees for payments, licences and leasing fees arising from agreements with SMEs, franchising fees and income from advertising and promotional campaigns. Despite having received additional funding in December 2000 ShoppingGate is experiencing difficulties scaling its business and as such provision has been made against this investment. YBag is personalised buyer-driven shopping service. It uses a reverse-auction type model and is Europe's first shop by request e-service allowing buyers to type exactly what they want (rather than being restricted to pull down menus) and within hours receive into a personal email 'bag' specific and direct offers from competing sellers bidding for their business. The YBag site was launched in March 2000. It has managed to attract 30,000 registered buyers (consumers) to date. YBag has over 2,500 registered suppliers, and was recently nominated in the Top 100 sites in Europe. YBag was also runner up at the New Media Age Awards in the 'Special Category for Innovation'. Ybag is currently seeking to align itself with a strategic partner. Efforts are continuing in this respect but with the current adverse market sentiment provision has been made against this investment. Other Investments The difficult market conditions have undermined progress on CoreCollector, MiNetwork Limited and Brand Offers, and they are no longer included within the portfolio investment numbers. No cash investment was made in these companies and although time was spent working on these companies, no earned investment has been reflected in these accounts. Operational and Staffing Structure The Board recognise the strengths and competitive advantages that the Company has and continues to develop. Brait SA, Ermgassen & Co and OC&C, the three Founders of web-angel, and continuing largest shareholders, provide the Company with a number of very significant benefits. By calling on the resources of Ermgassen & Co, OC&C and Brait, web-angel is able to provide professional advisory and consultancy services to investee companies in strategy formulation, corporate finance advice, business plan development, fund raising and implementation. web-angel also has access to an international network of offices, as well as the highly skilled individuals employed by the Founders. The ability to utilise the staff of the Founders ensures not only that the business is highly scaleable but that the most appropriate skills to each investment can be utilised. It has meant that only a small team of staff is employed directly by web-angel. The corporate finance advice is provided by Ermgassen & Co, who specialise in cross-border corporate finance transactions, private placements and investments throughout Europe. The consulting services are supplied through OC &C, an international strategic consulting firm with offices throughout Europe, USA and associated offices in Eastern Europe and South America. OC&C has established a strong pedigree in serving both rapidly growing new technology businesses alongside its primary client base of large multi-national corporations such as BT, Cadbury Schweppes, B&Q and Apax Partners. Brait has provided web-angel with technology related VC skills to assist in both assessing new potential investments and managing the portfolio of investments. The McKenna Group, OC&C's e- and m-business strategy partner in Silicon Valley, was instrumental in the formation of the MVA fund in the US as well as in Japan. web-angel has close working links with these funds both as a result of the AU-System's venturing arrangement and other co-investment opportunities, of which the investment in Icontrol was the first example. This allows us to have a truly global integrated network to identify and develop technology investments, when combined with the networks of our Founders. This structure has allowed the wealth of knowledge and contacts available to web-angel to be harnessed, not only to make the original investment decisions but to help provide ongoing support and to drive each of the investments to value. Scandinavian Office We opened our Stockholm office which is run by Jens Bjaroy in August 2000, with the intention that it would focus on wireless investments covering products and services that are delivered over wireless networks and the supporting technology. In particular it is seeking to identify proven technologies, products and services which have an established presence in the local market place but need assistance in scaling and rolling out the business throughout both Europe and globally. web-angel's network and services, incorporating those of its Founders, is particularly valuable to these businesses and in return web-angel is able to secure highly attractive investment positions. The office has been directly responsible for securing the AU-Sytem's corporate venturing opportunity and has also worked on a number of other direct investment opportunities. A portion of the Stockholm office and staff costs are contributed to by MVA. Founder Related Agreements A number of changes have recently been made to both the agreements acquiring the Partners of web-angel Limited Partnership and to the Service Agreement entered into with the three Founders of web-angel. These changes include revised incentive arrangements involving cancellation of the obligation to issue additional consideration shares. They provide a further demonstration of the support that is being shown by the Founders. Financial Review Trading The results for the year include seven month's trading of web-angel with the first five months of the year reflecting the costs and expenses of the discontinued business and identifying a suitable new business. The trading performance is in line with expectations with sales to investee companies contributing a gross profit of £0.19 million. The loss for the year of £1.25 million does not in many ways reflect the full extent of the progress achieved in that it includes £0.2 million of administrative costs relating to the first five months of the year and goodwill amortisation £0.6 million. In addition, unrealised investment revaluation gains of £0.86 million have been taken directly to reserves. Ignoring goodwill amortisation and administrative costs relating to discontinued operations, the improvement in net assets from investing activities would amount to £0.41 million which is satisfactory given the size of the portfolio and difficult investment climate. Balance Sheet The balance sheet reflects the impact of the acquisition of web-angel at a cost of £23.7 million including expenses. The consideration for the acquisition was the issue of 90,747,755 ordinary shares of 1p each. The fair value of web-angel's net assets was £3.56 million giving rise to goodwill of £ 20.14 million which is being amortised over 20 years. The investment portfolio of web-angel at the time of acquisition was valued at £0.59 million subsequent to this date net additions of £0.75 million have been made. The valuation of these investments have been increased from £1.34 million to £1.93 million at 31 December as a result of revaluations net of provisions of £0.59 million. This improvement in portfolio values reflects an increase of 43 per cent. Debtors include £0.34 million relating to discontinued operation held in escrow as a result of a long standing legal dispute, these funds are expected to be released during the current year. Cash at bank at the year-end amounted to £4.84 million, which provides adequate funds to support the current business requirements. However, these funds mean that the Company does not have the financial resources to be involved in the second or subsequent fund raising rounds of investee companies. Treasury Policies The Group is financing its operations including ongoing investments from cash deposits, as the investment portfolio is not at a stage where realisations are expected in the next twelve months following which, the portfolio is expected to mature and be realised over a period of approximately two years. Although the Group's investments tend to be denominated in either sterling, Euro, or US dollars no hedging of such positions is considered appropriate unless a binding investment commitment exists which may give rise to foreign currency exposure. The Group's excess cash is invested in £ sterling in the London Money Market through reputable banks, for term lengths that depend on the anticipated requirement for the funds but do not exceed one year. The Group adopts a conservative policy towards the management of its cash and has not engaged in any speculative trades. The Board is responsible for approving the treasury policies adopted within the Group. Accounts Preparation The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts. Consolidated Profit and Loss Account for the Year Ended 31 December 2000 2000 1999 £'000 £'000 Turnover 265 2,346 Cost of sales (78) (1,923) ------------ -------- Gross profit 187 423 Administrative expenses: Amortisation of goodwill (595) - Other (958) (654) ------------ -------- 1,553 654 ------------ -------- Operating loss (1,366) (231) Exceptional gain on closure of former associate 145 30 Exceptional loss on disposal of discontinued operations - (3,227) Interest receivable and similar income 249 142 Amounts written off investments (274) - Interest payable and similar charges - (345) ------------ -------- Loss on ordinary activities before taxation (1,246) (3,631) Taxation - (82) ------------ -------- Loss on ordinary activities after taxation and retained loss for the year (1,246) (3,713) ======== ======== Loss per share (1.4)p (9.5)p ======== ======== Diluted loss per share (1.4)p (9.5)p ======== ======== All items included in arriving at the operating loss for 1999 relate to discontinued operations. The operating loss for 2000 relates to acquisitions with the exception of administrative expenses relating to discounted operations of £200,000. Consolidated Balance Sheet at 31 December 2000 2000 1999 £'000 £'000 Fixed assets Intangible assets 19,545 - Tangible assets 15 17 Investments 1,928 - ---------- ---------- 21,488 17 ---------- ---------- Current assets Stocks 65 - Debtors 579 466 Investments 147 75 Cash at bank 4,840 3,523 ---------- ---------- 5,631 4,064 Creditors: amounts falling due within one year (622) (401) ---------- ---------- Net current assets 5,009 3,663 ---------- ---------- Total assets less current liabilities and net assets 26,497 3,680 ======== ======== Capital and reserves Called up share capital 4,800 3,889 Share premium account 331 272 Investment revaluation reserve 855 - Other reserves 22,841 608 Profit and loss account (2,330) (1,089) ---------- ---------- Shareholders' funds-equity 26,497 3,680 ======== ======== Consolidated Cash Flow Statement for the Year Ended 31 December 2000 2000 1999 £'000 £'000 Net cash (outflow)/ inflow from operating activities (978) 1,060 Returns on investments and servicing of finance 241 (307) Taxation (88) - Capital expenditure and financial investment (771) 11,585 Acquisitions (558) - ---------- ---------- Net cash (outflow)/ inflow before financing (2,154) 12,338 Management of liquid resources 2,413 (2,950) Net cash inflow from financing 63 (9,322) ---------- ---------- Increase in cash in the year 322 66 ======= ======= Notes: 1. Loss per share and diluted loss per share The loss per share is based on the loss on ordinary activities after taxation, and on the weighted average number of shares in issue during the year of 90,581,074 (1999: 38,891,895). There is no dilutive effect in the current year or in 1999. 2. The financial information set out above does not constitute statutory accounts, within the meaning of Section 240(5) of the Companies Act 1985, for the years ended 31 December 2000 or 1999. The financial information for 1999 is derived from the statutory accounts for 1999, which have been delivered to the Registrar of Companies. The auditors have reported on the 1999 accounts: their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The statutory accounts for 2000 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the company's Annual General Meeting. 3. Copies of this announcement are available from the Company's office at 233 Shaftesbury Avenue, London WC2H 8EE.
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