Interim Results to 31 October 2023
30 January 2024
WeCap plc (formerly IamFire plc)
AQSE: WCAP
(“WeCap” or the “Company”)
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2023
CHAIRMAN’S STATEMENT
I am pleased to present the interim results for WeCap plc (AQSE: WCAP) (formerly IamFire plc) for the period of 30 April 2023 to 31 October 2023.
The period was dominated by the continued support for the Company’s primary investment, WeShop Holdings Limited (“WeShop”). In May 2023 the Company subscribed for a further £150k of Convertible Loan Notes (“CLN”) in WeShop, each having the right to convert in to shares in WeShop at £2 per share. At the end of May 2023, WeCap converted its loan note position in Community Social Investments Limited (“CSIL”), resulting in WeCap attaining a 23.6% stake in CSIL. CSIL’s sole holding is 8.33m shares in WeShop. Prior to period end, in September 2023, the Company extended the maturity date of the Discounted Capital Bond (“DCB”) that Hawk Holdings Limited holds. This was extended in tandem with the conversion date for our own CLN position in WeShop.
Post period end the Company conducted an equity raise led by our brokers, Tennyson Securities, for £1m of gross funds. The majority of the proceeds enabled the Company to make a further subscription into CLNs with WeShop in January 2024.
Investments in WeShop and CSIL
WeShop is a social commerce platform, seeking to combine social media with ecommerce in a market that is expected to exceed £1 trillion by 2025. WeShop has built a platform that allows consumers to search for and buy products based on community reviews, and to earn rewards on all transactions in the form of WeShop shares. Last month, the company reported triple-digit growth across its platform, with an annualised Gross Merchant Value transacted growing to £112 million in the three months to November 2024.
At the end of the reporting period, WeCap held £6.85m of CLNs directly in WeShop. It held the right to subscribe for a further £0.9m in CLNs which it did so post period end on 16 January 2024. Should the current CLNs convert, it would result in WeCap holding some 3,208,333 shares in WeShop.
WeCap also holds approximately 23.6% of the issued share capital of CSIL, following the conversion of its loan in May 2023. CSIL holds 8,333,333 shares in WeShop as its only asset. WeCap believes that these shares will be distributed in specie to CSIL shareholders in due course, which would result in WeCap holding a further 1.96m shares in WeShop.
Key highlights on WeShop during the period:
- WeShop completed a six-figure equity fundraise at a share price of £4.76 per WeShop share, valuing WeShop at c. £130m.
- Sponsorship of SoccerAid for UNICEF resulting in national and international exposure of the WeShop brand, and continued uptake from various creators and influencers which enables viral uptake of the app.
- User downloads for the WeShop platform at 31 May 2023 were over 230,000 up from 43,000 last reported by WeCap on 21 November 2022, now increased to over 350,000.
- Total purchases through the platform totalled over 180,000 with an annualised gross merchandise value (“GMV”) of £33.4m as at the end of May 2023 (over a 3-month average) compared to the previously reported figure of £27.9m for March 2023. Total GMV to the end of May was £22.1m through the platform, increased post-period end to over £66.2m by end November 2023.
- The list of retailers affiliated to WeShop continued to grow with additions in the reporting period including John Lewis, Argos, Habitat, Sports Direct, TicketMaster, booking.com and Skyscanner. This added to the existing list of over 1,000 UK retailers.
Bio2Pure
Bio2pure Limited is developing technology to clean up polluted waterways. WeCap currently owns 10% of the issued share capital of Bio2pure which it acquired through the issuance of 4,000,000 WeCap shares at a deemed price of 20p per share in August of 2020.
Financial Review
The Company’s financial results for the six months ended 31 October 2023 show a loss of £389,090 (2022: loss of £169,560) which includes administrative costs of £145,466 (2022: £100,946), revenue of £nil (2022: £nil), finance income of £5,378 (2022: £181,479) and finance costs of £214,002 (2022: £199,760), related primarily to accrued interest on its Discounted Capital Bond with Hawk Investment Holdings, the maturity date of which has since been extended to November 2024.
As at 31 October 2023, the Company had cash reserves of £104,618 (2022: £79,435).
The 2023 interim financial report of the Company has not been audited or reviewed by the Company's auditor, PKF Littlejohn LLP.
On 12 December 2023, the Company changed its name to WeCap plc to reflect its investment philosophy more closely.
Outlook
The Board continues to look forward to the future progress in both of its primary investments, WeShop and Bio2pure Limited. WeCap will continue to update the market on these investments in the near term and the Directors would like to thank shareholders for their continued support.
S Barblett
Chairman
30 January 2024
The Directors of the Company accept responsibility for the content of this announcement.
Enquiries:
Company:
Sandy Barblett
John Taylor
Fiona Wilmot
Corporate Advisor:
Peterhouse Capital Limited
Guy Miller/Narisha Ragoonanthun: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker:
Tennyson Securities Limited
Peter Krens: +44 (0) 20 7186 9033 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
|
| Six months to 31 October 2023 |
| Year to 30 April 2023 |
| Six months to 31 October 2022 |
|
|
|
|
| Note | (unaudited) |
| (audited) |
| (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| £ |
| £ |
| £ |
|
|
|
|
|
|
|
|
|
|
|
| CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
| REVENUE |
|
|
|
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
| Administrative expenses |
|
|
|
| (145,466) |
| (524,653) |
| (100,946) |
|
|
|
|
|
|
|
|
|
|
|
| Loss on revaluation of investments |
|
|
|
| (35,000) |
| (754,673) |
| (50,333) |
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
|
| (180,466) |
| (1,279,326) |
| (151,279) |
|
|
|
|
|
|
|
|
|
|
|
| Finance income |
|
|
|
| 5,378 |
| 220,932 |
| 181,479 |
|
|
|
|
|
|
|
|
|
|
|
| Finance costs |
|
|
|
| (214,002) |
| (396,263) |
| (199,760) |
|
|
|
|
|
|
|
|
|
|
|
| LOSS BEFORE TAXATION |
|
|
|
| (389,090) |
| (1,454,657) |
| (169,560) |
|
|
|
|
|
|
|
|
|
|
|
| Taxation |
|
|
|
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
| LOSS FOR THE FINANCIAL PERIOD |
|
|
|
| (389,090) |
| (1,454,657) |
| (169,560) |
|
|
|
|
|
|
|
|
|
|
|
| Other Comprehensive Income |
|
|
|
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD |
|
|
|
| (389,090) |
| (1,454,657) |
| (169,560) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings per share |
|
|
|
|
|
|
|
|
|
| Basic and Diluted EPS (£) |
|
|
| 3 | (0.001) |
| (0.005) |
| (0.0008) |
STATEMENT OF FINANCIAL POSITION
|
|
|
| As at 31 October 2023 |
| As at 30 April 2023 |
| As at 31 October 2022 |
|
| Note |
| (unaudited) |
| (audited) |
| (unaudited) |
|
|
|
| £ |
| £ |
| £ |
| ASSETS |
|
|
|
|
|
|
|
| NON-CURRENT ASSETS |
|
|
|
|
|
|
|
| Investments at FVTPL |
|
| 5,425,861 |
| 100,327 |
| 800,000 |
| Tangible fixed asset |
|
| 602 |
| 859 |
| 1,117 |
|
|
|
| 5,426,463 |
| 101,186 |
| 801,117 |
| CURRENT ASSETS |
|
|
|
|
|
|
|
| Trade and other receivables |
|
| 191,503 |
| 353,942 |
| 85,854 |
| Investments at FVTPL |
|
| 29,833 |
| 64,833 |
| 69,500 |
| Financial assets at FVTPL |
|
| 6,883,471 |
| 12,149,372 |
| 9,584,920 |
| Cash and cash equivalents |
|
| 104,618 |
| 149,169 |
| 79,435 |
|
|
|
| 7,209,425 |
| 12,717,316 |
| 9,819,709 |
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
| 12,635,888 |
| 12,818,502 |
| 10,620,826 |
|
|
|
|
|
|
|
|
|
| EQUITY |
|
|
|
|
|
|
|
| Called up share capital | 4 |
| 1,370,087 |
| 1,370,087 |
| 1,020,087 |
| Share premium | 4 |
| 10,741,249 |
| 10,741,249 |
| 7,933,038 |
| Other reserves |
|
| 567,698 |
| 567,698 |
| 463,014 |
| Retained earnings | 4 |
| (5,759,276) |
| (5,370,186) |
| (4,085,089) |
| TOTAL EQUITY |
|
| 6,919,758 |
| 7,308,848 |
| 5,331,050 |
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
| NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
| Financial liabilities - borrowings |
|
|
|
|
|
|
|
| Interest bearing loans and interest |
|
| 5,680,365 |
| 5,466,361 |
| 5,269,858 |
|
|
|
| 5,680,365 |
| 5,466,361 |
| 5,269,858 |
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
| Trade and other payables |
|
| 35,765 |
| 43,293 |
| 19,918 |
|
|
|
| 35,765 |
| 43,293 |
| 19,918 |
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
| 5,716,130 |
| 5,509,654 |
| 5,289,776 |
|
|
|
|
|
|
|
|
|
| TOTAL EQUITY AND LIABILITIES |
|
| 12,635,888 |
| 12,818,502 |
| 10,620,826 |
|
|
|
|
|
|
|
|
|
STATEMENT OF CASHFLOWS
|
|
| Six months to 31 October 2023 |
| Year ended 30 April 2023 |
| Six months to 31 October 2022 |
|
| (unaudited) |
| (audited) |
| (unaudited) | |
|
|
| £ |
| £ |
| £ |
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
| Loss for the year |
| (389,090) |
| (1,454,657) |
| (169,560) |
| Adjustments for: |
|
|
|
|
|
|
| Depreciation |
| 258 |
| 516 |
| 258 |
| Loss on revaluation of fixed assets |
| 35,000 |
| 754,673 |
| 50,333 |
| Finance costs |
| 214,002 |
| 396,263 |
| 199,760 |
| Finance income |
| (5,378) |
| (220,932) |
| (181,479) |
| Share based payments |
| - |
| - |
| - |
| (Increase)/decrease in trade and other receivables |
| 162,440 |
| (254,469) |
| 13,619 |
| Increase/(decrease) in trade and other payables |
| (7,528) |
| 10,494 |
| (12,882) |
| Net cash used in operating activities |
| 9,704 |
| (768,112) |
| (99,951) |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
| Investment in convertible loan notes | (75,000) |
| (2,775,000) |
| (250,000) | |
| Net cash used in investing activities |
| (75,000) |
| (2,775,000) |
| (250,000) |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
| Proceeds from the issue of ordinary shares |
| - |
| 3,262,895 |
| - |
| Proceeds from redemption of CLN |
| 20,745 |
| - |
| - |
| Net cash generated from financing activities | 20,745 |
| 3,262,895 |
| - | |
|
|
|
|
|
|
|
|
| Net decrease in cash and equivalents | (44,551) |
| (280,217) |
| (349,951) | |
|
|
|
|
|
|
|
|
| Cash and cash equivalents at beginning of period | 149,169 |
| 429,386 |
| 429,386 | |
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
| 104,618 |
| 149,169 |
| 79,435 |
STATEMENT OF CHANGES IN EQUITY
|
|
|
Share capital |
|
Share premium |
| Other reserves |
Retained earnings |
|
Total Equity |
|
|
| £ |
| £ |
| £ | £ |
| £ |
|
|
|
|
|
|
|
|
|
|
|
| Balance as at 1 May 2022 |
| 1,020,087 |
| 7,933,038 |
| 463,014 | (3,915,529) |
| 5,500,610 |
| Loss for the period |
| - |
| - |
| - | (169,560) |
| (169,560) |
| Total comprehensive loss for the period |
| - |
| - |
| - | (169,560) |
| (169,560) |
| Issue of share capital (net of issue costs) |
| - |
| - |
| - | - |
| - |
| Balance as at 31 October 2022 |
| 1,020,087 |
| 7,933,038 |
| 463,014 | (4,085,089) |
| 5,331,050 |
| Loss for the period |
| - |
| - |
| - | (1,285,097) |
| (1,285,097) |
| Total comprehensive loss for the period |
| - |
| - |
| - | (1,285,097) |
| (1,285,097) |
| Issue of share capital (net of issue costs) |
| 350,000 |
| 2,912,895 |
| - | - |
| 3,262,895 |
| Grant of options/warrants |
| - |
| (104,684) |
| 104,684 | - |
| - |
| Balance as at 30 April 2023 |
| 1,370,087 |
| 10,741,249 |
| 567,698 | (5,370,186) |
| 7,308,848 |
| Loss in the period |
| - |
| - |
| - | (389,090) |
| (389,090) |
| Total comprehensive loss for the period |
| - |
| - |
| - | (389,090) |
| (389,090) |
| Issue of share capital |
| - |
| - |
| - | - |
| - |
| Balance as at 31 October 2023 |
| 1,370,087 |
| 10,741,249 |
| 567,698 | (5,759,276) |
| 6,919,758 |
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
- GENERAL INFORMATION
The principal activity of the Company is to establish strategic and portfolio investment opportunities in Social Commerce, Life Sciences and Natural Resources.
WeCap plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 07603259). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS.
- BASIS OF PREPARATION
These condensed interim financial statements for the period ended 31 October 2023 have been prepared in accordance with the Aquis rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2023, which have been prepared in accordance with UK-adopted International Accounting Standards.
The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of the UK-adopted International Accounting Standards. Statutory financial statements for the year ended 30 April 2023 were approved by the Board of Directors on 30 October 2023 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was unqualified.
- EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
|
| Six months to 31 Oct 2023 | Year ended 30 April 2023 |
Six months to 31 Oct 2022 | |
|
|
|
|
| |
| Earnings (£) | (389,090) | (1,454,657) | (169,560) | |
|
|
|
|
| |
| Weighted average number of shares (No.) | 345,347,350 | 265,950,090 | 205,347,350 | |
| Effect of dilutive securities – options and warrants | 23,362 | 23,362 | 96,387 | |
|
| 345,370,712 | 265,973,452 | 205,443,737 | |
|
| ||||
| Basic Earnings per share (£) | (0.001) | (0.005) | (0.0008) | |
|
|
|
|
| |
| Diluted Earnings per share (£) | (0.001) | (0.005) | (0.0008) | |
- CALLED UP SHARE CAPITAL
As at the end of the reporting period the issued share capital in the Company was as follows:
|
| At 31 October 2023 (unaudited) |
| At 30 April 2023 (audited) |
| At 31 October 2022 (unaudited) |
|
| No. |
| No. |
| No. |
| Ordinary shares of £0.0025 | 345,347,350 |
| 345,347,350 |
| 205,347,350 |
| Deferred shares of £0.2475 | 2,047,350 |
| 2,047,350 |
| 2,047,350 |
Equity comprises the following:
Share capital: represents amounts subscribed for shares at nominal value
Share premium: represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.
Retained earnings: represents the accumulated profits and losses attributable to equity shareholders.
Other reserves represents amounts attributable to share based payments with the fair value of these payments being measured at grant date and charged to the income statement. The corresponding entry is credited to other reserves.
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