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.