TIDMIPS
RNS Number : 7495W
Ipso Ventures PLC
31 January 2013
The following announcement replaces the announcement released
yesterday at 14:30 under RNS number 7225W. The words "31 October
2011" in the RNS heading have been replaced with "31 October 2012".
All other details in the announcement remain the same. The full
text of the amended announcement is set out below.
30 January 2013
IPSO Ventures plc
Interim Report
for the six month period ended 31 October 2012
IPSO Ventures plc (AIM: IPS) ("IPSO", the "Company" or the
"Group"), the technology commercialisation business, announces its
interim results for the six month period ended 31 October 2012.
For further information, please contact:
IPSO Ventures plc Tel: 0207 462 0093
Craig Rochford, Executive Chairman
John Kelly, Non-Executive Director www.ipsoventures.com
Allenby Capital Limited Tel: 020 3328 5656
(Nominated Adviser and Broker)
Mark Connelly
Nick Athanas
Chairman's letter
During the period management sought to realise and enhance the
value of the portfolio where it could but this has proved to be
difficult. Certain of the portfolio companies have raised
additional capital diluting IPSO's shareholding and the continued
costs of maintaining the AIM listing have weighed heavily on the
Company. It is for these reasons that the board sought to take the
portfolio private and remove from it the costs of the AIM listing.
This resulted in the demerger proposals which were announced on
28th December 2012.
The General Meeting to approve the demerger and other matters
was held on 14 January 2013 and all resolutions were passed. The
Court approved the demerger earlier today. The demerger will be
completed on 1 February 2013..
Board changes
As you will be aware Nick Rodgers, the Company's chief
executive, stepped down from the board on 14 January at the
conclusion of the General Meeting and I would like to thank him for
his contribution to the Company and wish him well for the future.
John Kelly will also step down from the board on 1 February and I
would like to thank him for his help and advice over the last two
years. I will also step down from the board after a short handover
period with the new management of the Company.
Financial review
The Group's net loss for the period was GBP284,882 and reflects
a further write down of GBP223,375 as well as the continued costs
of maintaining the AIM listing. No further investments were made
during the period and cash costs were kept to a minimum where
possible. The income for the six months was GBP31,600 compared with
GBP60,382 for the comparable period last year. Operating costs,
which were further reduced in the six months to 31 October 2012,
were GBP104,278 (2011 - GBP231,680) and does not include any
directors' remuneration as none was taken in the period.
Cash and short term investments as at 31 October 2012 totalled
GBP4,827.
Portfolio analysis by sector
The analysis of the portfolio set out below shows the position
as at 31 October 2012 but does not reflect any events since that
date:
As at 31 October As at 30 April 2012
2012
Fair value Fair value
Sector GBP % GBP %
--------------------------- ------------------- ---- ------------------- -------------------
Healthcare* 1,021,728 74 1,071,728 65
New materials 135,000 10 135,000 8
Process and software - - 100,000 6
Energy and environmental 225,000 16 348,375 21
Total portfolio value 1,381,728 100 1,655,103 100
Consolidation adjustments (97,001) - (147,001) -
--------------------------- ------------------- ---- ------------------- -------------------
Consolidated value 1,284,727 100 1,508,102 100
--------------------------- ------------------- ---- ------------------- -------------------
* This sector includes investments which are accounted for as
subsidiaries in the Group accounts. The adjustment row eliminates
the carrying value of these subsidiaries in order to arrive at the
consolidated investment value for the Group's remaining equity
investments, as shown in the statement of financial position.
Portfolio activity in the six months to 31 October 2012
During the period under review there have been a number of
developments in the portfolio.
-- In August Polyfect Solutions raised additional monies thereby
diluting IPSO's shareholding to 22%
-- In August IPSol Energy raised a further round of funding from
external investors diluting IPSO's shareholding to 23%;
-- In August Lantor's option to licence the technology owned by
Cambridge Meditech expired when the ownership of Lantor
changed;
-- In September Axilica made the decision to reduce its activities to a minimum;
-- In October IPSO sold its wholly owned subsidiary, IPSO Capital for GBP23,000 in cash.
The effect of these events has been reflected in the valuation
of the portfolio companies set out above.
Events after the reporting period
Since the period end the Board has agreed a fundraising of
GBP360,000 and a disposal of its operating subsidiary Ipso
Management which were both approved by shareholders at the General
Meeting of the Company held on 14 January 2013 and the arrangements
have also been approved by the Court . The creditors of the Company
and its subsidiaries will now be paid and a further sum will be
paid into Ipso Management as working capital.
On 1 December 2012 the Company's interest in Cambridge Meditech
was transferred to the Company's operating subsidiary Ipso
Management.
On 14 January 2013 the whole of the amounts due from IPSO
Management Limited to the Company were formally waived by the
Company. These amounts had previously been provided for in full by
the Company.
Going concern
The new funding and reorganisation described in the "Events
after the reporting period" section above should give IPSO Ventures
plc sufficient funding for at least 12 months.
Outlook and strategy
Assuming that the new fundraising and reorganisation are
approved by the Court, then I believe the outlook for the Company
is positive although my colleagues will not be involved in the
Company following the General Meeting and my involvement is likely
to cease shortly thereafter. Assuming that Ipso Management has a
modest amount of working capital available to it then there is a
reasonable opportunity for the realisation of the portfolio to
create value for shareholders.
Craig Rochford
Executive Chairman
30 January 2013
Condensed consolidated statement of
comprehensive income
for the six months ended 31 October
2012 Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 October 31 October 30 April
2012 2011 2012
Note GBP GBP GBP
------------------------------------------- ----- ----------- ----------- -----------
Revenue 31,600 60,382 122,213
Change in fair value of investments (223,375) 198,964 (189,022)
Gain on disposal of investments 11,171 - -
Administrative expenses (104,278) (224,209) (387,431)
Share-based payment - (7,471) (12,443)
Operating profit / (loss) (284,882) 27,666 (466,683)
Finance income - interest receivable - - 327
------------------------------------------- ----- ----------- ----------- -----------
Profit / (Loss) before tax (284,882) 27,666 (466,356)
Tax - - (26)
------------------------------------------- ----- ----------- ----------- -----------
Profit / (Loss) and total comprehensive
income for the period (466,382)
(284,882) 27,666
Attributable to equity holders of the
parent (284,218) 28,926 (463,258)
Attributable to non-controlling interest (664) (1,260) (3,124)
------------------------------------------- ----- ----------- ----------- -----------
Profit / (Loss) per share
Basic and diluted 6 (0.73)p 0.10p (1.4)p
------------------------------------------- ----- ----------- ----------- -----------
All results derive from continuing operations.
Condensed consolidated statement of changes in equity
for the six months ended 31 October 2012
Attributable to equity holders of the Group
Share
Share Own Share option Other Retained Minority Total
capital shares premium reserve reserve losses Total Interest equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP
-------- ---------- ---------- --------- ---------- ------------ ---------- --------- ----------
At 1 May
2011 (audited) 821,961 (295,407) 5,417,027 124,412 (175,292) (4,112,180) 1,780,521 (14,165) 1,766,356
Issue of
share capital 21,191 - 169,022 - - - 190,213 - 190,213
Consolidated
profit for
the period - - - - - 28,926 28,926 (1,260) 27,666
Share options
Exercised - 49,655 - (49,655) - - - - -
Share options
Forfeited - - - (9,030) - 9,030 - - -
Employee
share option
charge - - - 7,471 - - 7,471 - 7,471
-------- ---------- ---------- --------- ---------- ------------ ---------- --------- ----------
At 31 October
2011
(unaudited) 843,152 (245,752) 5,586,049 73,198 (175,292) (4,074,224) 2,007,131 (15,425) 1,991,706
Issue of
share capital 1,791 - 56,708 - - 58,499 58,499
Consolidated
loss for
the period - - - - - (492,184) (492,184) (1,864) (494,048)
Share options - - - - - - - -
Exercised
Share options
Forfeited - - - (78,170) - 78,170 - - -
Employee
share option
charge - - - 4,972 - - 4,972 - 4,972
-------- ---------- ---------- --------- ---------- ------------ ---------- --------- ----------
At 30 April
2012 (audited) 844,943 (245,752) 5,642,757 - (175,292) (4,488,238) 1,578,418 (17,289) 1,561,129
Consolidated
loss for
the period - - - - - (284,218) (284,218) (664) (284,882)
Own shares
written off - 245,752 - - - (245,752) - - -
At 31 October
2012(unaudited) 844,943 - 5,642,757 - (175,292) (5,018,218) 1,294,200 (17,953) 1,276,247
-------- ---------- ---------- --------- ---------- ------------ ---------- --------- ----------
Condensed consolidated statement of financial
position
as at 31 October 2012 Unaudited Unaudited Audited
as at as at as at
31 October 31 October 30 April
2012 2011 2012
Note GBP GBP GBP
----------------------------------------------- ----- ------------ ------------ ------------
ASSETS
Non-current assets
Intangible assets 69,651 73,757 69,651
Property, plant and equipment 7 1,668 3,808 2,579
Investments 8 1,284,727 1,896,088 1,508,102
Total non-current assets 1,356,046 1,973,653 1,580,332
----------------------------------------------- ----- ------------ ------------ ------------
Current assets
Other receivables 9 44,820 67,583 48,633
Cash and cash equivalents 10 4,827 40,670 24,740
----------------------------------------------- ----- ------------ ------------ ------------
Total current assets 49,647 108,253 73,373
----------------------------------------------- ----- ------------ ------------ ------------
Total assets 1,405,693 2,081,906 1,653,705
----------------------------------------------- ----- ------------ ------------ ------------
EQUITY AND LIABILITIES
Share capital 844,943 843,152 844,943
Share premium 5,642,757 5,586,049 5,642,757
Own shares - (245,751) (245,752)
Share option reserves - 73,197 -
Other reserve (175,292) (175,292) (175,292)
Retained losses (5,018,208) (4,074,224) (4,488,268)
----------------------------------------------- ----- ------------ ------------ ------------
Equity attributable to equity holders
of the parent 1,294,200 2,007,131 1,578,418
Minority interest (17,953) (15,425) (17,289)
----------------------------------------------- ----- ------------ ------------ ------------
Total equity 1,276,247 1,991,706 1,561,129
----------------------------------------------- ----- ------------ ------------ ------------
Current liabilities
Trade and other payables 11 129,265 90,019 92,395
Non-current liabilities
Deferred tax liabilities 181 181 181
----------------------------------------------- ----- ------------ ------------ ------------
Total liabilities 129,446 90,200 92,576
----------------------------------------------- ----- ------------ ------------ ------------
Total equity and liabilities 1,405,693 2,081,906 1,653,705
----------------------------------------------- ----- ------------ ------------ ------------
The financial statements were approved by the Board of Directors
and authorised for issue on 30 January 2013. They were signed on
its behalf by:
Craig Rochford
Director
30 January 2013
Condensed consolidated statement of cash flows
for the six months ended 31 October 2012 Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 October 31 October 30 April
2012 2011 2012
GBP GBP GBP
-------------------------------------------------- ----------- ----------- ----------
Operating activities
Profit / (Loss) for the period (284,882) 27,666 (466,382)
Adjusted for:
Investment revenues - - (327)
Fair value movements in investments 223,375 (198,964) 189,022
Disposal of investments (11,171) - -
Depreciation of property, plant and equipment 911 1,642 2,871
Amortisation of intangible assets - - 4,106
Income tax credit - - (26)
Share-based payment expense - 7,471 12,443
-------------------------------------------------- ----------- ----------- ----------
Operating cash flows before movements in working
capital (71,767) (162,185) (258,293)
(Increase)/decrease in receivables 3,813 6,130 25,080
(Decrease)/Increase in payables 36,870 (13,306) (10930)
Income taxes received - - 26
Net cash used in operating activities (169,361) (244,117)
-------------------------------------------------- ----------- ----------- ----------
Investing activities
Interest received - - 327
Purchases of property, plant and equipment - (150) (150)
Net cash used in investing activities - (150) 177
-------------------------------------------------- ----------- ----------- ----------
Financing activities
Proceeds on issue of shares - 190,213 248,712
Disposal of investments 11,171 - -
Net cash from financing activities 11,171 190,213 248,712
-------------------------------------------------- ----------- ----------- ----------
Net decrease in cash and cash equivalents 19,913 20,702 4,772
Cash and cash equivalents at beginning of period 24,740 19,968 19,968
-------------------------------------------------- ----------- ----------- ----------
Cash and cash equivalents at end of period 4,827 40,670 24,740
-------------------------------------------------- ----------- ----------- ----------
Notes to the condensed set of financial statements
for the six months ended 31 October 2012
1. General information
The financial information for the six months ended 31 October
2012 is unaudited and has been prepared in accordance with the
accounting policies set out in the Group's Annual Report for the
year ended 30 April 2012. The financial information for the six
months ended 31 October 2011 is also unaudited and the results have
not been reviewed by the Group's auditors. The financial
information relating to the year ended 30 April 2012 has been
extracted from the full report for that year. The report of the
auditors on the 2012 accounts was unqualified, it did draw
attention to the statements on going concern by way of emphasis of
matter but did not contain a statement under section 498(2) or (3)
Companies Act 2006. The statutory accounts for the year ended 30
April 2012 were approved at the Group's Annual General Meeting on
21 January 2013 and have been delivered to the Registrar of
Companies.
2. Events after the reporting period
Since the period end the Board has agreed a fundraising of
GBP360,000 and a disposal of its operating subsidiary Ipso
Management which were both approved by shareholders at the General
Meeting of the Company held on 14 January 2013 and have also been
approved by the Court. The creditors of the Company and its
subsidiaries will now be paid and a further sum will be paid into
Ipso Management as working capital.
On 1 December 2012 the Company's interest in Cambridge Meditech
was transferred to the Company's operating subsidiary Ipso
Management.
On 14 January 2013 the whole of the amounts due from IPSO
Management Limited to the Company were formally waived by the
Company. These amounts had previously been provided for in full by
the Company.
3. Going concern
As at 31 October 2012 the Group had GBP4,827 of cash and cash
equivalents and incurred a loss of GBP284,882 for the six months
then ended. The Directors are confident that the new funding and
reorganisation described in the events after the reporting period
section above will now be completed and that should provide
sufficient funding for at least 12 months.
Having considered the matters set out above the Directors have a
reasonable expectation that the Group will be able to meet its
liabilities as they fall due for the foreseeable future. Therefore,
the Directors consider it appropriate to prepare the Group's
financial statements on the going concern basis.
4. Accounting policies
The annual financial statements of the Group are prepared in
accordance with IFRS as adopted by the EU. The condensed set of
financial statements included in this Interim Report has been
prepared in accordance with International Accounting Standard
('IAS') 34 'Interim Financial Reporting', as adopted by the EU.
Basis of preparation
The same accounting policies, presentation and methods of
computation are followed in the condensed set of financial
statements as applied in the Group's latest annual financial
statements. No new standards that have become effective during the
period have had a material effect on the Group's financial
statements.
5. Business segments
In accordance with IFRS 8, the Group is required to define its
operating segments based on the internal reports presented to its
chief operating decision maker in order to allocate resources and
assess performance. The chief operating decision maker is the Chief
Executive. The reportable segments for revenue and cost purposes
are Consultancy & Portfolio Management and Healthcare. The
principal assets of the Group being its investment portfolio are
reported by investment sector in the Interim Management
Statement.
The accounting policies of the reportable segments are the same
as the Group's accounting policies. Administrative costs incurred
in the Portfolio Management segment are not allocated to the
various reportable segments; each segment incurs its own
administrative costs.
No geographical information is provided because the Group only
operates in the United Kingdom.
5. Business segments (continued)
Consultancy
& Portfolio
Management Healthcare Consolidated
Six months to 31 October 2012 (unaudited) GBP GBP GBP
------------------------------------------- ------------ ------------------------- -------------
Revenue
Total segment revenue 31,600 - 31,600
Result
Change in fair value of investments (223,375) - (223,375)
Disposal of investments 11,171 - 11,171
Share based payments -
Administrative expenses (98,211) (6,067) (104,278)
Loss before tax (278,815) (6,067) (284,882)
------------------------------------------- ------------ ------------------------- -------------
Consultancy
& Portfolio
Management Healthcare Consolidated
Six months to 31 October 2011 (unaudited) GBP GBP GBP
------------------------------------------- ------------ ----------- -------------
Revenue
Total segment revenue 55,382 5,000 60,382
Result
Change in fair value of investments 198,964 - 198,964
Share-based payments (7,471) - (7,471)
Administrative expenses (216,022) (8,187) (224,209)
------------------------------------------- ------------ ----------- -------------
Loss before tax 30,853 (3,187) 27,666
------------------------------------------- ------------ ----------- -------------
Consultancy
& Portfolio
Management Healthcare Consolidated
Year to 30 April 2012 (audited) GBP GBP GBP
------------------------------------------- ------------ ----------- -------------
Revenue
Total segment revenue 117,213 5,000 122,213
Result
Change in fair value of investments (189,022) - (189,022)
Gain on deemed disposal of investment - - -
Share-based payments (12,443) - (12,443)
Administrative expenses (366,581) (20,850) (387,431)
------------------------------------------- ------------ ----------- -------------
Operating loss (450,833) (15,850) (466,683)
Finance income - interest receivable 327 - 327
------------------------------------------- ------------ ----------- -------------
Loss for the year and total comprehensive
income for the year (450,506) (15,850) (466,356)
------------------------------------------- ------------ ----------- -------------
6. Earnings/Loss per share
The basic earnings/loss per share is calculated by dividing the
profit/loss attributable to ordinary shareholders by the weighted
average number of 39,421,882 ordinary shares of outstanding during
the six months ended 31 October 2012 (2011: 29,331,037).
There were no dividends for the six months ended 31 October 2012
or the six months ended 31 October 2011.
There were no potentially dilutive share options over ordinary
shares in the Group outstanding at the period end and therefore the
dilutive earnings per share are equal to the basic earnings per
share.
7. Property, plant and equipment
Fixtures Computer
and fittings Equipment Total
GBP GBP GBP
----------------------------------------- ------------- ---------- ---------
Cost
At 1 May 2012 4,855 24,396 29,251
Additions - - -
----------------------------------------- ------------- ---------- ---------
At 31 October 2012 4,855 24,396 29,251
----------------------------------------- ------------- ---------- ---------
Accumulated depreciation and impairment
At 1 May 2012 (3,568) (23,104) (26,672)
Charge for the period (420) (491) (911)
----------------------------------------- ------------- ---------- ---------
At 31 October 2012 (3,988) (23,595) (27,583)
----------------------------------------- ------------- ---------- ---------
Net book value
At 31 October 2012 867 801 1,668
----------------------------------------- ------------- ---------- ---------
At 31 October 2011 1,708 2,100 3,808
----------------------------------------- ------------- ---------- ---------
At 30 April 2012 1,287 1,292 2,579
----------------------------------------- ------------- ---------- ---------
8. Investments
The Group held the following investments in unquoted
companies:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 October 31 October 30 April
2012 2011 2012
GBP GBP GBP
--------------------------------------------- ----------- ----------- ----------
Available-for-sale investments (fair value)
At the beginning of the period 1,508,102 1,697,124 1,697,124
Change in fair value in the period (223,375) 198,964 (189,022)
At the end of the period 1,284,727 1,896,088 1,508,102
--------------------------------------------- ----------- ----------- ----------
All of the available-for-sale investments, held at fair value
through profit and loss, were designated as such upon initial
recognition.
9. Other receivables
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 October 31 October 30 April
2012 2011 2012
GBP GBP GBP
------------------------------------- ----------- ----------- ---------
Amounts due from investee companies 26,004 28,583 23,564
Corporation tax receivable - 2,612 -
Other receivables 8,790 14,854 11,109
Prepayments and accrued income 10,026 -21,534 13,960
44,820 67,583 48,633
------------------------------------- ----------- ----------- ---------
The Directors consider that the carrying amount of trade and
other receivables approximates their fair value.
10. Cash and cash equivalents
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 October 31 October 30 April
2012 2011 2012
GBP GBP GBP
--------------------------- ----------- ----------- ---------
Cash and cash equivalents 4,827 40,670 24,740
Short-term deposits - - -
--------------------------- ----------- ----------- ---------
4,827 40,670 24,740
--------------------------- ----------- ----------- ---------
Cash and cash equivalents comprise cash held by the Group and
short-term bank deposits with an original maturity of three months
or less. The carrying amount of these assets approximates their
fair value.
11. Trade and other payables
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 October 31 October 30 April
2012 2011 2012
GBP GBP GBP
------------------------------ ----------- ----------- ---------
Trade creditors 65,825 26,684 29,286
Other creditors 2,616 1,113 7,209
Accruals and deferred income 60,824 62,222 55,900
------------------------------ ----------- ----------- ---------
129,265 90,019 92,395
------------------------------ ----------- ----------- ---------
Trade creditors and accruals principally comprise amounts
outstanding for trade purchases and ongoing costs. The Directors
consider that the carrying amount of trade payables approximates to
their fair value.
The Directors confirm to the best of their knowledge that:
a) the financial information in the condensed set of financial
statements has been prepared in accordance with IAS 34 as adopted
by the EU; and
b) the interim management report includes a fair review of the
information required by the FSA's Disclosure and Transparency Rules
(4.2.7 R and 4.2.8 R).
By order of the Board
Craig Rochford
Executive Chairman
30 January 2013
This information is provided by RNS
The company news service from the London Stock Exchange
END
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