Vulcan Industries Plc

Unaudited Preliminary Results

29 December 2020

Vulcan Industries plc

(“Vulcan” or the “Company”)

Unaudited Preliminary Results

Vulcan Industries plc (AQSE: VULC) is pleased to announce its unaudited preliminary results for the 18 month period from its incorporation on 24 October 2018 to 31 March 2020. This period pre-dates the company listing on Aquis 1st June 2020. The preparations for and audit of the financial statements have been severely impacted by a series of local and regional lockdowns due to COVID-19. The company will issue its audited financial statements in early January.

Principal activity

The Company was established to develop a precision engineering group of companies, manufacturing and fabricating products for a global client base. The acquisition strategy is based on establishing targets that represent opportunities for synergies, helping to streamline existing operations and contributing to centralised purchasing, supply chain and operational savings.

Review of business and future developments

In the period under review the Company has completed four acquisitions and a fifth acquisition was announced in October 2020. On 1 June 2020, the entire share capital of the Company was admitted to trading on the Aquis Exchange Growth Market (“AQSE”). In conjunction with the Admission, the Company raised £746,500 gross, £508,000 after expenses relating to the admission.

The financial results for the Group for the 18 month period from incorporation to 31 March 2020, show revenue of £5,742,000 and loss before interest, tax, depreciation and amortization £1,779,000. After depreciation and amortization of £561,000 and finance costs of £622,000 the Group is reporting a loss after taxation of £2,962,000. Of this £1,443,000 relates to central costs, including professional fees of £399,000 in respect of listing expenses and acquisition costs and £431,000 of finance costs. Cash balances at 31 March 2020 were £54,000 and net debt was £3,668,000. 

At 31 March 2020, the Group balance sheet shows net liabilities of £1,070,000. Since the period end to the date of this report, the Company has raised new equity of £2,222,000 before expenses and drawn down on a CBIL facility of £905,000.

Outlook

Activity in the first quarter of the current financial year was severely impacted by the initial COVID-19 lockdown. Nonetheless M&G Olympic Products Limited (“M&G”) operated, albeit at reduced levels, throughout the period and the remaining operations resumed activity towards the end of June 2020. By the end of the second quarter, activity levels were ahead of internal forecasts made at the time of admission to AQSE. This progress has continued into the third quarter and following a series of management changes forward order books continue to grow.

The acquisition of Romar Process Engineering Limited on 21st October 2020 is the first transaction since admission. It brings additional breadth to our fabrication capabilities and offers opportunities for manufacturing synergies and overhead efficiencies. 

The Company has identified potential further acquisition opportunities which are undergoing due diligence. The board is now focused on raising additional equity to strengthen the balance sheet and to fund the cash component of future acquisition consideration.

Unaudited Consolidated Statement of Profit or Loss 
and Comprehensive Income
Period 24th October 2018
 to 31 March 2020 
Note £000
Continuing operations
Revenue 5,742
Cost of sales (4,512)
Gross profit 1,230
Operating expenses (3,007)
Other gains and losses 5 (563)
Finance costs 6 (622)
Loss before tax (2,962)
Income tax -
Loss for the period attributable to owners of the Company  (2,962)
Other Comprehensive Income for the period -
Total Comprehensive Income for the period attributable to owners of the Company (2,962)
Earnings per share
Basic 7 (1.68p)

   

Unaudited Consolidated Statement of Financial Position
At 31 March
2020
Note £000
Non- current assets
Goodwill 8 1,271
Other intangible assets 8 841
Property, plant and equipment 9 484
Right of use assets 10 1,086
Total non-current assets 3,682
Current assets
Inventories 471
Trade and other receivables 1,518
Cash and bank balances 54
Total current assets 2,043
Total assets 5,725
Current liabilities
Trade and other payables (3,034)
Current tax liabilities (1)
Lease liabilities (484)
Borrowings 11 (832)
Total current liabilities (4,351)
Non- current liabilities
Lease liabilities (581)
Borrowings 11 (1,825)
Deferred tax liabilities (38)
Total non-current liabilities (2,444)
Total liabilities (6,795)
Net liabilities (1,070)

Equity
Share capital 12 80
Share premium account 13 1,812
Retained earnings (2,962)
Total equity attributable to the owners of the company (1,070)

   

Unaudited Consolidated statement of changes in equity Share 
Capital
Share Premium Retained earnings Total Equity
£000 £000 £000 £000
At 24 October 2018 - - - -
Loss for the period - - (2,962) (2,962)
Other comprehensive income for the period - - - -
Total Comprehensive income for the period - - (2,962) (2,962)
Transactions with shareholders
Issue of shares 80 1,812 - 1,892
Total transactions with shareholders for the period 80 1,812 - 1,892
At 31 March 2020 80 1,812 (2,962) (1,070)

   

Unaudited Consolidated Statement of Cash Flows Period 24th October 2018
 to 31March 2020
Note £000
Loss for the period (2,962)
Adjustments for:
Finance costs 622
Depreciation of property, plant and equipment 154
Depreciation of right of use assets 281
Amortisation of intangible assets 126
Loss on disposal of property plant and equipment 17

Operating cash flows before movements in working capital
(1,762)
Decrease in inventories 13
Increase in trade and other receivables (313)
Increase in trade and other payables 1,720
Cash used by operations (342)
Income taxes received 16
Net cash used in operating activities (326)
Investing activities
Proceeds on disposal of property, plant and equipment 4
Purchases of property, plant and equipment (36)
Acquisition of subsidiary net of cash acquired 14 (908)
Net cash used in investing activities (940)
Financing activities
Interest paid (622)
Proceeds from loans and borrowings 2,174
Repayment of lease liabilities (324)
Proceeds on issue of shares 92
Net cash from financing activities 1,320
Net increase in cash and cash equivalents 54
Cash and cash equivalents at beginning of year -
Effect of foreign exchange rate changes -
Cash and cash equivalents at end of year 54

Notes to the unaudited consolidated financial statements

for the period ended 31 March 2020

1. General information

Vulcan Industries PLC was incorporated as a public company on 24 October 2018 with registered number 11640409. The address of the Company’s registered office is 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW

On 1 June 2020, the entire issued share capital of the Company was admitted to trading on the Aquis Stock Exchange Growth Market (AQSE Growth market).

These financial statements are presented in Sterling and are rounded to the nearest £000. which is also the currency of the primary economic environment in which the Company and Group operate (their functional currency).

2. Adoption of new and revised Standards

New and amended IFRS Standards that are effective for the current year

Impact of initial application of IFRS 16 Leases

In the current period, the Group has applied IFRS 16 Leases (as issued by the IASB in January 2016) that is effective for annual periods that begin on or after 1 January 2019.

IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to lessee accounting by removing the distinction between operating and finance lease and requiring the recognition of a right-of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low value assets when such recognition exemptions are adopted. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged. The impact of the adoption of IFRS 16 on the Group’s consolidated financial statements is described below.

The date of initial application of IFRS 16 for the Group is the date of acquisition of each subsidiary. The Company has no lease obligations.

The Group has applied IFRS 16 using the cumulative catch-up approach which:

Financial impact of initial application of IFRS 16

As the Company has no leases and it is the first period since incorporation that Company and Group accounts are being presented, any impact of the initial adoption of IFRS 16 is included in the pre-acquisition reserves of the relevant subsidiary and in the goodwill arising on acquisition.

3. Significant accounting policies

Basis of accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS Standards) and IFRS interpretations Committee (IFRS IC) interpretations as adopted by the European Union (“IFRS”).

The financial statements have been prepared on the historical cost basis, except for the certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The principal accounting policies adopted are set out below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up for the period ended 31 March 2020. Control is achieved when the Company has the power:

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 and IAS 19 respectively.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. 

When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

Goodwill

Goodwill is initially recognised and measured as set out above.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, value added taxes and other sales related taxes.

Performance obligations and timing of revenue recognition:

All of the Group’s revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are collected or delivered to the customer, or in the case of fabrication project work, when the project has been accepted by the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Group no longer has physical possession, usually it will have a present right to payment. Consideration is received in accordance with agreed terms of sale.

Determining the contract price:

The Group’s revenue is derived from:

  1. sale of goods with fixed price lists and therefore the amount of revenue to be earned from each transaction is determined by reference to those fixed prices; or
  2. individual identifiable contracts, where the price is defined

Allocating amounts to performance obligations:

For most sales, there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocating the price to each unit ordered.

There are no long-term or service contracts in place. Sales commissions are expensed as incurred. No practical expedients are used.

Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off.

Property, plant and equipment

Plant, machinery, fixtures and fittings are stated at cost less accumulated depreciation and accumulated impairment loss.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method or reducing balance methods, on the following bases:

Plant and machinery 10 per cent – 25 per cent per annum
Fixtures and fittings 10 per cent – 30 per cent per annum
Motor Vehicles 20 per cent – 25 percent per annum

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average cost method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

4. Critical accounting judgements and key sources of estimation uncertainty

In applying the Group’s accounting policies, which are described in note 3, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment testing 

Impairment reviews for non-current assets are carried out at each balance sheet date in accordance with IAS 36, Impairment of assets. Reported losses in the subsidiary companies, for the period since acquisition, were considered to be indications of impairment and a formal impairment review was undertaken.

The impairment reviews are sensitive to various assumptions, including the expected sales forecasts, cost assumptions, capital requirements, and discount rates among others. The forecasts of future cash flows for each subsidiary were derived from the operational plans in place. Real prices were assumed to remain constant at current levels. 

Discount rate: The Group’s borrowings have a current nominal rate of interest ranging from 5% to 18% per annum. The real rate assumed in in these forecasts is 10%.

Sensitivities were applied to each forecast. In order for a potential impairment to arise, either to goodwill and identifiable intangible assets arising on acquisition or to non-current assets in the subsidiaries, forecast sales volumes would have to fall by 4% to 15%. The forecasts did not indicate an impairment when a discount rate of 18% was applied.

No impairments were therefore considered necessary in the period ended 31 March 2020.

Receivables

In applying IFRS 9 the directors make a judgement in assessing the Group’s exposure to credit risk. As it is the first year of trading for certain subsidiaries, there is no history on which to base the allowance for expected credit losses on trade receivables. Certain contracts are subject to contractual retentions with terms up to 2 years that are expected to be recoverable. In addition, the directors have assessed the recoverability of other receivables on a case by case basis.

5. Other gains and losses

Period 24th October 2018
 to 31 March 2020 
£000
Listing expenses 243
Acquisition costs 156
Loss allowance on trade receivables 157
Other 7
563

6. Finance costs

Period 24th October 2018
 to 31 March 2020 
£000
Interest on bank overdrafts and loans 444
Interest on lease liabilities 54
Loan arrangement fees and other finance costs 124
622

7. Loss per share

Period 24th October 2018
 to 31 March 2020 
The calculation of the basic loss per share is based on the following data £000
Loss for the year for the purposes of basic loss per share attributable to equity holders of the Company (2,962)
Weighted average number of Ordinary Shares for the purposes of basic loss per share  175,835,336
Basic loss per share (1.68p)

At 31 March 2020, there were no options or warrants in issue and therefore no potential dilution.

8. Goodwill and other intangible assets

Goodwill
£000
Cost
At 24 October 2018 -
Recognised on acquisition of subsidiaries 1,271
At 31 March 2020 1,271
Accumulated Impairment Losses
At 24 October 2018 and 31 March 2020 0
Carrying value at 31 March 2020 1,271
Carrying value at 24 October 2018 0

Goodwill arising on acquisition comprises the expected synergies to be realised form the benefits of being a member of a group rather than stand-alone company. These include shared services, economies from pooled procurement, leveraging skillsets across the group and other intangible assets, such as the workforce knowledge, experience and competences across the group that cannot be recognised separately as intangible assets.

Other intangible assets
£000
Cost
At 24 October 2018 -
Recognised on acquisition of subsidiaries 967
At 31 March 2020 967
Amortisation
At 24 October 2018 -
Charge for the period 126
 31 March 2020 126
Carrying value at 31 March 2020 841
Carrying value at 24 October 2018 0

Identified intangible assets arising on acquisition comprise; marketing related assets such as brands and domain names; customer related assets such as customer relationships, lists and existing order books. These are amortised, depending upon the nature of the asset and the business acquired over 1 to 10 years on a straight line basis.

The Group tests goodwill and identified intangible assets annually for impairment, or more frequently if there are indications that they might be impaired

The recoverable amount of the goodwill is determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the directors covering a six-year period, and a discount rate of 10% per cent per annum

Where cash flows have been extrapolated beyond that six-year period, no further growth has been assumed.

Sensitivity analysis

The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount of goodwill and the identified intangible assets (see note 4)

No impairment provisions in respect of goodwill or other identifiable intangible assets have been made.

9. Property, plant and equipment

Leasehold improvements Plant and machinery Motor vehicles Fixtures and Equipment Total
Cost £000 £000 £000 £000 £000
At 24 October 2018 - - - - -
On acquisition of Subsidiary 173 1,110 60 122 1,465
Additions - 16 7 13 36
Disposals - - (40) - (40)
At 31 March 2020 173 1,126 27 135 1,461
Accumulated depreciation
At 24 October 2018 - - - - -
On acquisition of Subsidiary 173 543 44 88 848
Charge for the period - 134 4 15 153
Disposals - - (24) - (24)
At 31 March 2020 173 677 24 103 977
Net book value at 31 March 2020 - 449 3 32 484
Net book value at 24 October 2018 - - - - -

A charge over all the group’s property plant and equipment is held as security for borrowings falling due after more than one year (see note 11).

10. Right of use assets

Buildings Plant and machinery Motor vehicles Fixtures and Equipment Total
Cost £000 £000 £000 £000 £000
At 24 October 2018 - - - - -
On acquisition of Subsidiary 451 61 351 18 881
Additions 617 - 23 - 640
Disposals (124) - (8) - (132)
At 31 March 2020 944 61 366 18 1,389
Accumulated depreciation
At 24 October 2018 - - - - -
On acquisition of Subsidiary 29 24 83 12 148
Charge for the period 204 5 67 5 281
Disposals (124) - (2) - (126)
At 31 March 2020 109 29 148 17 303
Net book value at 31 March 2020 835 32 218 1 1,806
Net book value at 24 October 2018

The Group leases several assets including buildings, plant, vehicles and IT equipment. The average lease term is 4 years.

The Group has options to purchase certain manufacturing equipment for a nominal amount at the end of the lease term. The Group’s obligations are secured by the lessors’ title to the leased assets for such leases.


Amounts recognised in profit and loss
Period 24th October 2018
 to 31March 2020 
£000
Depreciation expense on right-of-use assets 281
Interest expense on lease liabilities 30
Expense relating to short-term leases and low value assets 29
340

The total cash outflow for leases (principal and interest) amounts to £ 347,000.

11. Borrowings

At 31 March 2020
Non-current liabilities £000
Secured
Other Loans  1,825
Current liabilities
Secured
Factoring facility 243
Other loans 548
791
Unsecured 
Bank Overdraft 41
832
2,657

Other loans falling due after more than one year of £1,825,000 are secured by means of a debenture, chattels mortgage and cross guarantee entered into by the Company and each of its subsidiaries. At 31 March 2020, the principal falls due for repayment between April and July 2021. Subsequent to the period end, the lender has agreed to waive the maturity date, so long as the other terms of the agreement continue to be adhered to. The loans bear an interest rate of 18% per annum. 

The factoring facility is secured on the trade receivables amounting to £377,000. There is a factoring charge of 1% of the Gross debt and a discount rate of 5% above Lloyds bank base rate on net advances. The agreement provides for 6 months’ notice by either party and certain minimum fee levels.

The other loans falling due in less than one year are secured by means of a cross guarantee given by the Company and all subsidiaries. It is repayable on demand. Subsequent to the period end, it has been replaced by a convertible loan note with a coupon of 5%. The lender has the right to convert the outstanding principal into ordinary share of the Company at a price of 3p per share. In the event that the lender does not exercise its conversion rights by 31 March 2022, the loan shall become immediately repayable by the Company. 

12. Share capital

At 31 March 
2020
At 31 March 2020
Number £000
Authorised:
Ordinary shares each of £0.0004 par value
Issued and fully paid:
At 24 October 2018 - -
Issued during the period 198,900,000 80
At 31 March 2020 198,900,000 80

The Company has one class of ordinary shares which carry no right to fixed income.

The company was incorporated on 24 October 2018 with an initial share capital £50,000, being 5 million ordinary shares with a par value of 1p. On 26 February 2019, the share capital was subdivided into shares with a nominal value of 0.04p. All disclosures referring to the number of shares in issue reflect this subdivision.

On 6 February 2019, the Company issued 12,500,625 ordinary shares in respect of the consideration of the acquisition of the entire share capital of IVI Metallics Limited at a price of 12p per ordinary share.

On 26 February 2019 37,500,000 ordinary shares were issued for cash at a price of 0.04p.

On 26 February 2019 5,000,000 ordinary shares were issued for cash at a price of 0.04p.

On 29 April 2019 3,000,000 ordinary shares were issued in respect of the consideration of the acquisition of the entire share capital of Orca Doors Limited at a price of 10p per ordinary share.

On 4 July 2019 3,000,000 ordinary shares were issued as consideration for the acquisition of the entire share capital of Time DMG Steelworks Limited. These were subsequently cancelled on 7 August 2019 when the acquisition agreement was rescinded.

On 4 July 2019 300,000 ordinary shares were issued at a price of 6.67p on conversion of a loan note for £20,000.

On 16 September 2019, 15,600,000 ordinary shares were issued for cash at a price of 0.04p.

13. Share premium

At 31 March 2020
£000
At 24 October 2018 -
Premium arising on issue of new equity during the period 1,812
At 31 March 2020 1,812

14. Acquisition of subsidiaries

Vulcan Industries PLC was incorporated to build a group of UK companies providing products and services to the manufacturing and engineering sectors, particularly focussed on metal fabrication and precision engineering, which have underlying profitability and growth potential and can benefit from being part of a larger group focussed on similar or complementary sectors to the target. In the period to 31 March 2020, the Company has completed four acquisitions. 

IVI Metallics Limited

On 6 February 2019, the Company purchased the entire issued share capital of IVI Metallics Limited (“IVI”) for £1,500,000 which was satisfied by the issue and allotment by the Company of 12,500,000 Shares at an issue price of 12p per Share. IVI manufactures precision quality tacks and nails, (including threaded, hardened and plated products) both for the footwear, and other industries requiring the highest quality standards.

Time Rainham Limited

On 25 February 2019, IVI Metallics purchased the entire issued share capital of Time Rainham Limited (“Time Rainham”). The consideration was the assignment of a debt with a book value of £1,300,000. The directors consider that the fair value of this debt was £400,000 and impaired the carrying value of the investment in Time Rainham accordingly. Time Rainham manufactures range of components including selector forks, levers, valve housings, manifolds and blocks as well as complex gearbox transmission cases. The effective date of the acquisition was 6 February 2019.

M & G Olympic Products Limited

On 16 April 2019, the Company purchased the entire issued share capital of M&G Olympics Products Limited (“M&G”) for the sum of £950,000 which was satisfied by £820,000 in cash on completion and £130,000 as deferred consideration. The deferred consideration will become payable on the receipt by M&G of certain debtors of the business on a pound for pound basis. M&G design, manufacture, and install custom-built architectural metalwork. Products include staircases, balustrades and handrails

Orca Doors Limited

On 29 April 2019 the Company purchased the entire issued share capital of Orca Doors Limited (“Orca”) for of £300,000 which was satisfied by the issue and allotment by the Company 3,000,000 Shares at an issue price of 10p per Share. Orca manufactures high-quality doors and frames for the healthcare and education markets. The effective date of the acquisition was 20 February 2019.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed in these acquisitions are as set out in the table below.

IVI Time Rainham M&G Orca Total
£000 £000 £000 £000 £000
Property, plant and equipment 374 20 115 107 616
Right of use assets 261 - 471 - 732
Identifiable intangible assets 700 80 167 20 967
Inventory 173 79 213 20 485
Financial assets 532 232 1,162 2 1,928
Financial liabilities (1,090) (237) (1,340) (143) (2,810)
Deferred tax liabilities - - (39) - (39)
Fair value at acquisition 950 174 749 6 1,879
Goodwill  550 226 201 294 1,271
1,500 400 950 300 3,150
Consideration
Issue of equity 1,500 - - 300 1,800
Assignment of assets - 400 - - 400
Cash - - 950 - 950
Total consideration 1,500 400 950 300 3,150

Acquisition costs of £157,000 have been included in other gains and losses in the consolidated statement of profit and loss and comprehensive income.

15. Post balance sheet events

On 11 May 2020, the Company issued 6,666,667 shares at 3p for cash.

On 1 June 2020 the entire share capital of the Company was admitted trading on the Aquis Exchange Growth Market. In conjunction with the admission, the Company issued 21,408,331 new shares by way of a placing and subscription, raising £577,500 before expenses. The Company also issued 5,633,333 fee shares at 3p in respect of fees amounting to £169,000.

On 17 June 2020, the Company issued 3,250,000 shares at 2p to employees for cash and 166,667 shares at 3p for cash in respect of a late subscription. In addition, 5,833,333 shares were issued at 3p in settlement of outstanding fees.

On 17 June 2020 the Company issued 2,564,706 shares at 4.25p for cash.

On 8 July 2020 the company issued 1,570,178 shares at 4.5p for cash.

On 21 October 2020, the Group acquired the business and assets of Romar Process Engineering Limited for £550,000 comprising the issue of 2,500,000 shares at 6p per share, initial cash consideration of £350,000 and deferred consideration of £50,000.

On 25 November 2020 the Company issued 5,567,316 shares at 5p and 1,036,364 shares at 5.5p for cash.

On 16 December 2020 the Company issued 6,636,363 shares at 5.5p per share.