TIDMANIC
RNS Number : 5311A
Agronomics Limited
03 February 2022
3 February 2022
Agronomics Limited
("Agronomics" or the "Company")
Unaudited Interim Results for the six-month period ending 31
December 2021
Agronomics Limited (AIM:ANIC), the leading listed company
focused on the field of cellular agriculture , is pleased to
announce its unaudited interim results for the six-month period
ending 31 December 2021. A copy of these Interim Results is
available on the Company's website www.agronomics.im .
Financial highlights
-- The Company's Net Asset Value per Share on 31 December 2021
was 14.32 pence (30 September 2021: 12.99 pence) - an increase of
10.24%.
-- Investment income, including loan interest and net unrealised
gains on investments, increased to GBP3,629,016 (2020: GBP510,635)
during the six-month period.
-- Operating expenses were GBP806,030 (2020: GBP441,013), and
mostly comprised of professional fees relating to the investments
acquired and the fundraise completed during the period.
-- A net profit of GBP2,523,407 (2020: loss of GBP1,447,306) was recognised during the period.
-- Invested assets at fair value increased to GBP60,878,486 (30
June 2021: GBP38,770,676), and cash and cash equivalents stood at
GBP45,281,054 (30 June 2021: GBP62,436,497).
-- Net assets increased to GBP134,340,730 at 31 December 2020
(30 June 2021: GBP100,029,816). The increase is principally due to
a successful funding round during December 2021, raising total net
funds of GBP31 million and issuing 138,368,193 new ordinary shares,
and from unrealised gains on the revaluation of investments held in
Vitrolabs (GBP1.8 million) and Galy Co (GBP1.5 million).
Investment highlights
-- 21st July 2021 - portfolio company Shiok Meats Pte. Ltd, the
world's first cell-based crustacean meat company, raised a bridge
funding round. This brought Shiok Meat's total raised capital to
US$ 30 million. Agronomics holds 2,465 Series A Preferred Shares in
Shiok Meats, representing a 1.6% equity ownership on a fully
diluted basis.
-- 13th September 2021 - The Company's shares inFormo, Europe's
first cellular agriculture company developing cultivated dairy
products, saw a 7.5x uplift on the original investment after a US$
50 million Series A financing. This represents an IRR of 225% and
Agronomics will carry this position on its balance sheet at EUR10.7
million (approximately GBP9.2 million).
-- 20th September 2021 - Agronomics led cultivated leather
company VitroLab's Series A financing, with a US$ 7.0 million
investment. Agronomics holds an equity ownership of 14.65% on a
fully diluted basis and have the right to a board seat. Agronomics
will carry this position in its accounts at a book value of US$
12.75 million including an unrealised gain on cost of US$ 2.25
million and an IRR of 40%.
-- 28th September 2021 - Portfolio company Simply Foods, Inc
closed a US$ 25 million Series A funding round. The Series A
financing represents a 5.14x uplift on the original cash investment
by Agronomics, with an IRR of 119%. Agronomics carries this
position in its accounts at a book value of US$ 3.60 million,
including an unrealised gain on cost of US$ 2.90 million.
-- 20th October 2021 - Agronomics led cultivated cocoa company
California Cultured's Seed round with a US$ 2.2 million investment.
The financing was in the form of a SAFER ("Simple Agreement for
Future Equity"). The SAFER is expected to convert into Preferred
Stock of California Cultured at a future equity financing round by
California Cultured of at least US$ 4 million, following which
Agronomics would hold an approximate equity ownership of 18.33% on
a fully diluted basis.
-- 26th October 2021 - Agronomics invested EUR3 million in Solar
Foods Oy, a company that produces protein using air-captured carbon
dioxide and electricity, in the form of a Convertible Loan Note.
The CLN is expected to give Agronomics an approximate equity
ownership of 5.80%.
-- 8th November 2021 - Agronomics invested US$ 8 million in The
EVERY Company, a commercial stage precision fermentation company
focused on the production of egg proteins, such as albumin.
-- 19th November 2021 - Agronomics led cultivated beef company
Ohayo Valley's Pre-Seed round with a US$ 1.5 million
subscription
Richard Reed, Chairman of Agronomics, commented: -
"The first half of the financial year has been both busy and
very exciting. Our current investment portfolio shows considerable
promise for future growth, given the scale of opportunity to invest
in the nascent alternative foods sector. We are expecting
significant developments in a number of our portfolio companies
that should positively impact their valuation in the coming months.
The Board continue to seek new opportunities in line with its
Investing Policy, thereby creating value for shareholders."
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as
it forms part of UK Domestic Law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement,
this inside information is now considered to be in the public
domain.
For further information please contact:
Agronomics Beaumont Cenkos Peterhouse TB Cardew
Limited Cornish Limited Securities Capital
Plc Limited
The Company Nomad Joint Broker Joint Broker Public Relations
------------------ ------------------ --------------------- ------------------------
Richard Reed Roland Cornish Giles Balleny Lucy Williams Ed Orlebar
Denham Eke James Biddle Michael Johnson Charles Goodfellow Joe McGregor
------------------ ------------------ --------------------- ------------------------
+44 (0) 20 7930
0777
+44 (0) 1624 +44 (0) 7738 724
639396 +44 (0) 207 +44 (0) 207 +44 (0) 207 630
info@agronomics.im 628 3396 397 8900 469 0936 agronomics@tbcardew.com
------------------ ------------------ --------------------- ------------------------
Chairman's statement
Introduction
I am pleased to present the Unaudited Interim Results for
Agronomics Limited (the "Company" or "Agronomics") for the
six-month period ending 31 December 2021.
This half-year saw Agronomics focus on selective opportunities
to deploy capital within the field of cellular agriculture, which
saw three new names added to the portfolio. Agronomics now has 18
companies in its portfolio, with broad diversification across the
world's largest protein categories.
We define cellular agriculture as the direct production of
agricultural commodities without animals, but from living cells or
single-celled organisms completely disconnected from conventional
agriculture. This encompasses cell culture, including cultivated
meat and seafood, precision fermentation - including biomass and
precision fermentation, and enabling technologies, such as novel
bioreactor designs and low-cost growth factor methodologies to
support the first two categories. These technologies aim to provide
more sustainable methods for the development of such products,
reducing greenhouse gas emissions, antibiotic requirements, land
use, water use, energy use, improving animal welfare and mitigating
climate change. Agronomics now has exposure across cultivated meat
- chicken, beef, pork, cultivated leather, cultivated cocoa and
cotton, precision fermentation derived dairy and egg proteins.
During the period, Agronomics led three deals in cellular
agriculture: cultivated leather company VitroLab's Series A
financing, cultivated cocoa company California Cultured's Seed
round and cultivated beef company Ohayo Valley's Pre-Seed round. It
also saw The EVERY Company, a commercial stage precision
fermentation company focused on the production of egg proteins,
such as albumin, be added to the portfolio.
With the December 2021 financing completed, Agronomics has a
very strong balance sheet with approximately GBP74 million cash on
hand to deploy into new and existing opportunities. During 2021,
US$ 2.4 billion was invested into the sector, which was a
significant increase from prior years. Last year, US$ 1 billion was
raised by cultivated meat companies alone, and US$ 1.4 billion by
fermentation companies, seeing the largest amount of capital raised
in any single year. We are witnessing and supporting the sector's
evolution to focus on commercial scale-up, with many companies
looking to establish their first pilot facilities and seek
regulatory approvals. It is now anticipated that the next 12 months
will be pivotal, with the first regulatory approvals for the sale
of its cultivated meat products in the US. Looking further out,
China also recently announced its five-year agricultural plan,
referencing cultivated meat for the first time.
In the last 6 months, the largest financing of a cultivated meat
company was achieved, with Israel based Future Meat Technologies
raising a substantial US$ 347 million Series B led by ADM Ventures.
We also witnessed Upside Foods unveil its 53,000 square ft facility
in California, as well as recently announcing the acquisition of a
cultivated seafood company in the field, Cultured Decadence. There
have been three acquisitions in the sector to date. JBS, the
largest meat processing company in the world, also acquired Spanish
cultivated meat company Biotech Foods. Though this is the first
acquisition by a major conventional meat producer, we anticipate
many more similar acquisitions or collaborations with other giants
in the protein supply chain.
Investment Review
During the period, the Company completed a number of
acquisitions and a number of investments had positive revaluations,
as detailed below.
On 21st July 2021, portfolio company Shiok Meats Pte. Ltd
("Shiok Meats") raised a bridge funding round from South Korean
strategic investors Woowa Brothers Asia Holdings and CJ CheilJedang
Corporation, as well as Vietnamese seafood exporter Vinh Hoan
Corporation. Agronomics holds 2,465 Series A Preferred Shares in
Shiok Meats, representing a 1.6% equity ownership on a fully
diluted basis (excluding any shares to be issued pursuant to this
debt financing). This increased Shiok Meat's total raised capital
to US$ 30 million.
On 13 September 2021, the Company participated in the US$ 50
million Series A financing of Formo Bio GmbH ("Formo" formerly
LegenDairy Foods GmbH), led by EQT Ventures . Agronomics
participated in the round, subscribing for 1,186 Series A Preferred
Shares, with a EUR3.15 million investment. Agronomics now holds a
total of 3,575 shares in Formo, representing an equity ownership of
5.94% on a fully diluted basis. Agronomics co-led Formo's EUR4
million Seed round in December 2019 , with a EUR1 million
investment for 2,389 Series Seed Preferred Shares, which will see a
7.5x uplift on the original investment. This represents an IRR of
225% and, subject to audit, Agronomics will carry this position on
its balance sheet at EUR10.7 million (approximately GBP9.2
million), inclusive of the Series A participation. This equates to
an estimated portfolio weighting based on the Company's last
reported Net Asset Value of 9.1%.
Agronomics led VitroLabs Inc. ("VitroLabs") Series A funding
round on 20th September 2021, with a US$ 7.0 million investment,
with the proceeds being used to build and scale the world's first
pilot production facility of cultivated leather. Agronomics
previously invested US$ 3.5 million in VitroLabs via SAFEs and
CLNs, which converted on completion of this funding round.
Agronomics holds an equity ownership of 14.65% on a fully diluted
basis and have the right to a board seat. Agronomics will carry
this position in its accounts at a book value of US$ 12.75 million,
subject to audit, including an unrealised gain on cost of US$ 2.25
million and an IRR of 40%. VitroLabs is the Bay-Area-based
biotechnology company focused on producing leather via its
innovative and unique cell culture process. Its technology
encompasses utilising a tissue engineering process to create
genuine hides directly from animal cells for leather products.
The global luxury leather goods market is a US$ 48 billion
opportunity, and VitroLabs is set to become the world's first
company to commercialise cultivated leather.
On the 28th September 2021, portfolio company Simply Foods,
Inc., (trading as "New Age Meats"), closed a US$ 25 million Series
A funding round led by Hanwha Solutions Corporation, a South Korean
conglomerate. Agronomics first invested in New Age Meats in July
2019 , with a US$ 699,999 investment. The Series A financing
represents a 5.14x uplift on the original cash investment by
Agronomics, with an IRR of 119%. Subject to audit, Agronomics
carries this position in its accounts at a book value of US$ 3.60
million, including an unrealised gain on cost of US$ 2.90
million.
Agronomics led California Cultured Inc's ("California Cultured")
Seed funding round on the 20th October 2021, with a US$ 2.2 million
investment. The financing was in the form of a SAFER ("Simple
Agreement for Future Equity"). Joining the round included global
venture firm SOSV's IndieBio. The SAFER is expected to convert into
Preferred Stock of California Cultured at a future equity financing
round by California Cultured of at least US$ 4 million, following
which Agronomics would hold an approximate equity ownership of
18.33% on a fully diluted basis. Following the close of the round,
Agronomics has the right to a directorship in California Cultured.
Should California Cultured not complete a qualifying financing
within 12 months the SAFER will automatically convert into equity.
California Cultured is a food-tech company based in Davis,
California, U.S., which harnesses cell culture technology to
produce cocoa products. The application of cellular agriculture for
the production of plants or plant-derived ingredients has to date
not been extensively commercialised. Using cocoa cell cultures to
produce valuable cocoa products, such as cocoa powder, chocolate,
cocoa butter and flavanols is considered an exciting
opportunity.
On the 26th October 2021, Agronomics invested EUR3 million in
Solar Foods Oy ("Solar Foods") in the form of a Convertible Loan
Note ("CLN"). Also joining the round were existing investors CPT
Capital and Happiness Capital Limited and new investor, LOSA Group.
The CLN is expected to give Agronomics an approximate equity
ownership of 5.80%, inclusive of its prior investment announced in
September 2020 . In the past year, Solar Foods has made strong
R&D progress and is now focused on building its new
demonstration facility that is set to be operational early 2023.
Solar Foods' novel technology has recently been recognised by NASA
as part of their Deep Space Food Challenge - looking for new
solutions to feed astronauts.
Agronomics invested US$ 8 million in The EVERY Company ("EVERY",
formerly Clara Foods Co.) on the 4th November 2021 for an equity
stake on a fully diluted basis of 1.39%. This was part of an
oversubscribed US$ 127.5 million Series C Round by raising a total
of US$ 175 million. Based on this revised Series C Round its
investment will equate to an interest of 1.28%. EVERY is a leading
precision fermentation company with a key focus on the
commercialisation of proteins traditionally derived from animals.
Recently, EVERY launched the world's first animal-free egg protein
and collaborated with the juice brand Pressed to produce smoothies
containing their protein. This recent fundraise will help drive the
scale up of its animal-free protein platform, so that EVERY's
sustainable ingredients can have a worldwide reach.
On the 19th November 2021, Agronomics led Ohayo Valley Inc's
("Ohayo Valley") Pre-Seed funding round with a US$ 1.5 million
subscription in the form of a Simple Agreement for Future Equity
("SAFE"). Ohayo Valley is a cultivated meat company, initially
focused on producing cultivated Wagyu ribeye steak, before
expanding to other beef products. Ohayo Valley was co-founded in
2020 by Dr Jess Krieger. Combined, the co-founding team brings 20
years of experience in the cultivated meat sector, including Jess'
previous position as CSO for Artemys Foods, where she led the
development of the Artemys Burger prototype. The SAFE is expected
to convert into preferred shares in Ohayo Valley at a future equity
financing round of at least US$ 1.5 million, giving Agronomics an
approximate equity ownership of 18.75%. Agronomics will have the
right to a board seat.
Agronomics also disposed of two assets during the period. On the
29th September 2021, Agronomics sold its entire holding of 23,147
shares in Insilico Medicine, Inc for US$ 523,477 (GBP378,561),
thereby representing an IRR of 45%.
Agronomics also sold its entire holding of 40,000 shares in
Oritain Global Limited for NZ$ 1.36 million (approximately GBP0.7
million), representing an IRR of 74%. The proceeds from these
disposals will be used to provide further funding for opportunities
within the field of cellular agriculture, inclusive of supporting
existing companies, as well as identifying new opportunities.
Financial Review
The Company recorded a net profit for the period of GBP2,523,407
(2020: loss of GBP1,447,306). During the six months, our investment
income, including loan interest and net unrealised gains, increased
to GBP3,629,016 (2020: GBP510,635). Operating expenses were
GBP769,365 (2020: GBP430,180), with the increase due to
professional fees relating to the investments acquired and the
fundraise completed during the period. Following the fundraise,
share issue commissions of GBP43,600 were paid, which under IFRS
have been capitalised to equity. No performance fees were payable
or accrued for the current period. The basic profit per share was
0.33 pence (2020: loss of 0.62 pence), and the diluted profit per
share was 0.21 pence (2020: loss of 0.61 pence).
Our invested assets at fair value increased to GBP60,878,486 (30
June 2021: GBP38,770,676), and cash and cash equivalents stood at
GBP45,281,054 (30 June 2021: GBP62,436,497). Our net assets
increased to GBP134,340,730 at 31 December 2021 (30 June 2021:
GBP100,029,816). The increase is due to a fundraise completed on 21
December 2021, issuing 138,368,193 new ordinary shares for gross
proceeds of GBP31,824,684, and unrealised gains on investments of
GBP3,492,270 recognised during the period. As a result, the net
asset value per share at 31 December 2021 is 14.32 pence, being 14%
higher than at 30 June 2021 (12.51 pence).
Financing
During the 6 months to 31st December 2021, the Company
successfully completed a funding round, raising gross proceeds of
GBP31,824,684 and issuing 138,368,193 new Ordinary Shares.
Following share issue commissions and professional fees, net cash
proceeds of approximately GBP31 million were retained by the
Company. These funds, together with existing cash resources, will
be utilised to provide funding for opportunities within the field
of cellular agriculture, inclusive of supporting existing
companies, as well as identifying new opportunities.
Approach to Risk and Corporate Governance
"The Company's general risk appetite is a moderate, balanced one
that allows it to maintain appropriate growth, profitability and
scalability, whilst ensuring full corporate compliance."
The Group's primary risk drivers include: -
Strategic, Reputational, Credit, Operational, Market, Liquidity,
Foreign Exchange, Capital and Funding, Compliance and Conduct.
Our risk appetite has been classified as high under an "impact"
matrix defined as Zero, Low, Medium and High. Appropriate steps
have been taken and adequate controls implemented to monitor the
risks of the Company, and the appropriate committees and reporting
structures have been established, which under the Chairmanship of
the Chairman, will monitor risks facing the Company. Further
details of the Corporate Governance Statement, including the role
and responsibilities of the Chairman and an explanation as to how
the QCA Code has been applied, will be found on pages 7 to 10 of
the audited 30 June 2021 Financial Statements, which are on the
Company's website at www.agronomics.im .
At the General Meeting of the Company on 16 April 2019,
shareholders adopted a new Investing Policy, which includes the
following:
"The Company will invest in opportunities within the Life
Sciences sector, concentrating on, but not being limited to,
environmentally friendly alternatives to the traditional production
of meat and plant-based nutrition sources ("Clean Food"). The
Company will focus on investments that provide scalable and
commercially viable opportunities."
Under our valuation policy, it is not possible to reflect
significant uplifts between valuation events such as a new third
party funding, and therefore the Board believes that the stated NAV
per share may not fully represent the current intrinsic value of
the portfolio companies given their continuing progress and the
comparable valuations we see for these types of companies in this
rapidly growing sector.
Further details of the new Investing Policy can found on the
Company's website at www.agronomics.im .
Strategy and Outlook
The first half of the financial year has been both busy and very
exciting. Our current investment portfolio shows considerable
promise for future growth, given the scale of opportunity to invest
in the nascent alternative foods sector. We are expecting
significant developments in a number of our portfolio companies
that should positively impact their valuation in the coming months.
The Board continue to seek new opportunities in line with its
Investing Policy, thereby creating value for shareholders.
Richard Reed
Chairman
2 February 2022
Condensed statement of comprehensive income
For the period ended 31 December 2021
Period Period
ended ended
31/12/2021 31/12/2020
Notes (unaudited) (unaudited)
GBP GBP
Income
Net income from financial instruments at fair value through profit and
loss 2 3,492,270 479,010
---------------- ----------------
3,492,270 479,010
Operating expenses
Directors' fees (36,667) (10,833)
Other operating costs 4 (769,363) (430,180)
Unrealised foreign exchange losses (299,579) (1,516,928)
---------------- ----------------
Profit/(loss) from operating activities 2,386,661 (1,478,931)
Interest received 2 136,746 31,625
---------------- ----------------
Profit/(loss) before taxation 2,523,407 (1,447,306)
Taxation - -
---------------- ----------------
Profit/(loss) for the period 2,523,407 (1,447,306)
Other comprehensive income - -
---------------- ----------------
Total comprehensive profit/(loss) for the period 2,523,407 (1,447,306)
Basic profit/(loss) per share (pence) 5 0.33 (0.62)
Diluted profit/(loss) per share (pence) 5 0.21 (0.61)
The Directors consider that the Company's activities are
continuing.
Condensed statement of financial position
As at 31 December 2021
31/12/2021 30/06/2021
Notes (unaudited) (audited)
GBP GBP
Current assets
Financial assets at fair value through profit or loss 6 60,878,486 38,770,676
Trade and other receivables 7 29,892,027 445,667
Cash and cash equivalents 45,281,054 62,436,497
---------------- ----------------
Total assets 136,051,567 101,652,840
Equity
Share capital 937 799
Share premium 123,065,776 91,278,407
Share reserve 7,394,360 7,394,360
Accumulated earnings 3,879,657 1,356,250
---------------- ----------------
Total equity 134,340,730 100,029,816
Current liabilities
Trade and other payables 8 1,710,837 1,623,024
---------------- ----------------
Total liabilities 1,710,837 1,623,024
---------------- ----------------
Total equity and liabilities 136,051,567 101,652,840
These interim financial statements were approved by the Board of
Directors on 2 February 2022 and were signed on their behalf
by:
Denham Eke
Director
Condensed statement of changes in equity
For the period ended 31 December 2021
Share Share Retained (loss)/earnings
capital premium GBP Total
GBP GBP GBP
Balance at 01 July 2020 331 19,080,138 336,409 19,416,878
(audited)
Total comprehensive loss for the
period - - (1,447,306) (1,447,306)
Issue of shares 168 10,050,474 - 10,050,642
Share issue costs capitalised - (265,635) - (265,635)
---------------- ---------------- ---------------- ----------------
Balance at 31 December 2020
(unaudited) 499 28,864,977 (1,110,897) 27,754,579
Share Share Share reserve Retained
capital premium GBP earnings Total
GBP GBP GBP GBP
Balance at 01 July 2021
(audited) 799 91,278,407 7,394,360 1,356,250 100,029,816
Total comprehensive profit
for the period - - - 2,523,407 2,523,407
Issue of shares 138 31,830,969 - - 31,831,107
Share issue costs capitalised - (43,600) - - (43,600)
------------ ---------------- -------------- ---------------- ----------------
Balance at 31 December 2021
(unaudited) 937 123,065,776 7,394,360 3,879,657 134,340,730
Condensed statement of cash flows
For the period ended 31 December 2021
Period Period
ended ended
Notes 31/12/2021 31/12/2020
(unaudited) (unaudited)
GBP GBP
Cash flows from operating activities
Profit/(loss) for the period 2,523,407 (1,447,306)
Purchase of investments (19,423,481) (9,647,469)
Proceeds from sale of investments 696,456 91,092
Interest received - non-cash (134,052) (31,625)
Unrealised gains on investments 2 (3,492,270) (479,010)
Unrealised foreign exchange losses on investments 245,537 1,469,538
-------------- --------------
Operating loss before changes in working capital (19,584,403) (10,044,780)
Change in trade and other receivables 378,324 (4,065)
Change in trade and other payables 87,813 176,439
-------------- --------------
Net cash flows from operating activities (19,118,266) (9,872,406)
Cash flows from financing activities
Proceeds from issue of shares 2,006,423 9,855,460
Share issue commissions paid (43,600) (265,635)
-------------- --------------
Net cash flows from financing activities 1,962,823 9,589,825
Decrease in cash and cash equivalents (17,155,443) (282,581)
Cash and cash equivalents at beginning of period 62,436,497 2,789,097
-------------- --------------
Cash and cash equivalents at the end of period 45,281,054 2,506,516
1 Significant accounting policies
Agronomics Limited (the "Company") is a company domiciled in the
Isle of Man. The address of the Company's registered office is 18
Athol Street, Douglas, Isle of Man, IM1 1JA.
The unaudited condensed financial statements of the Company (the
"Financial Information") are prepared in accordance with Isle of
Man law and International Financial Reporting Standards ("IFRS")
and their interpretations issued by the International Accounting
Standards Board ("IASB") and adopted by the European Union ("EU").
The financial information in this report has been prepared in
accordance with the Company's accounting policies. Full details of
the accounting policies adopted by the Company are contained in the
financial statements included in the Company's annual report for
the year ended 30 June 2021 which is available on the Group's
website: www.agronomics.im
The accounting policies and methods of computation and
presentation adopted in the preparation of the Financial
Information are consistent with those described and applied in the
financial statements for the year ended 30 June 2021. There are no
new IFRSs or interpretations effective from 1 July 2020 which have
had a material effect on the financial information included in this
report.
The unaudited condensed financial statements do not constitute
statutory financial statements. The statutory financial statements
for the year ended 30 June 2021, extracts of which are included in
these unaudited condensed financial statements, were prepared under
IFRS as adopted by the EU. The auditors' report on those financial
statements was unmodified.
The preparation of the Financial Information requires management
to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, income and expenses. Actual results could differ
materially from these estimates. In preparing the Financial
Information, the critical judgements made by management in applying
the Company's accounting policies and the key sources of estimation
uncertainty were the same as those that applied to the financial
statements as at and for the year ended 30 June 2021 as set out in
those financial statements.
The Financial Information is presented in Great British Pounds,
rounded to the nearest pound, which is the functional currency and
also the presentation currency of the Company.
2 Net income from financial instruments at fair value through profit and loss
31/12/2021 31/12/2020 31/12/2019
(unaudited) (unaudited) (unaudited)
GBP GBP GBP
Net unrealised gains on investments 3,492,270 479,010 84,262
Other income 136,746 31,625 -
-------------- -------------- --------------
Total investment income 3,629,016 510,635 84,262
3 Performance fee
31/12/2021 31/12/2020
(unaudited) (unaudited)
GBP GBP
Performance fee - -
Shellbay Investments Limited ("Shellbay") receives performance
fees for the provision of Jim Mellon as Director of the Company.
Shellbay shall be entitled to an annual fee equal to the value of
15% of any increase between the Company's net asset value ("NAV")
on a per issued share basis at the start of a reporting period and
30 June ("Closing NAV Date") each year during the term of the New
Shellbay Agreement, with the first reporting period being from 1
July 2020 to 30 June 2021, and annually thereafter. The opening and
closing NAV for each period will be based on the audited financial
statements of the Company for the relevant financial year, with the
opening NAV for each reporting period being the higher of (i) 5.86
pence per share (the highest annual audited NAV per share since the
Company adopted its current investment policy and reported NAV per
share in September 2019), and (ii) the highest NAV per share
reported at a Closing Date for the previous reporting periods
during the term of the agreement (establishing a rolling
high-watermark for Shellbay to qualify for such fee). Any increase
in NAV per share will then be applied to the total issued share
capital at the end of the relevant period for the purposes of
determining the 15% fee. Any change in NAV per share that arises
from funds raised at a premium or discount to the existing NAV per
share will therefore be considered for the purposes of calculating
Shellbay's fee by reference to the annual audited accounts (for
clarity being an increase in respect of a premium and a decrease in
respect of a discount).
At the election of the Company, the Shellbay fee shall be
payable either in whole or in part by the issue of new shares at a
price equal to the mid-price on the last day of the relevant
Qualifying Period (being the Company's accounting year from 1 July
to 30 June) or grant of nil price warrants over shares; or in cash;
or (with the agreement of Shellbay), in cash-equivalents (such as
shares), and other assets held by the Company
No fees were payable or accrued for the current period (31
December 2020: GBPnil). See note 9 for further details.
4 Other operating costs
31/12/2021 31/12/2020 31/12/2019
(unaudited) (unaudited) (unaudited)
GBP GBP GBP
Auditors' remuneration 51,149 17,500 9,500
Insurance 9,031 4,158 3,544
Professional fees 577,849 360,136 518,388
Sundry expenses 131,334 48,386 31,350
-------------- -------------- --------------
Total other costs 769,363 441,013 577,782
The Company has no employees other than the Directors.
5 Basic and diluted profit per share
The calculation of basic profit per share of the Company is
based on the profit for the period of GBP 2,523,407 (31 December
2020: loss of GBP1,447,306) and the weighted average number of
shares of 763,671,848 (31 December 2020: 231,939,864) in issue
during the period.
Diluted profit per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares such as warrants and
options. The calculation of diluted profit per share of the Company
is based on the profit for the period of GBP 2,523,407 (31 December
2020: loss of GBP1,447,306) and the diluted weighted average number
of shares of 1,199,151,684 (31 December 2020: 234,466,498) in issue
during the period.
6 Financial assets at fair value through profit or loss
During the previous financial year, the Company established a
new wholly owned subsidiary entity, Agronomics Investment Holdings
Limited ("the Subsidiary" or "AIHL"), which now holds the majority
of the portfolio of unquoted investments previously held directly
by the Company. Unquoted investments were transferred by the
Company into AIHL at their respective carrying amounts. The
investment in subsidiary is stated at fair value through profit or
loss in accordance with the IFRS 10 Investment Entity Consolidation
Exception. The fair value of the investment in Subsidiary is based
on the period-end net asset value of the Subsidiary. Additions and
disposals regarding the investment in subsidiary are recognised on
trade date.
31/12/2021 30/06/2021
(unaudited) (audited)
GBP GBP
Quoted 360,442 656,502
Unquoted 2,646,684 59,704
Investment in subsidiary 57,871,360 38,054,470
-------------- --------------
60,878,486 38,770,676
The composition of the investments held, both directly and
indirectly through the Subsidiary in the underlying portfolio, is
as follows:
31/12/2021 30/06/2021
(unaudited) (audited)
GBP GBP
Equities 50,282,538 28,349,567
Convertible loan notes and SAFEs* 10,595,948 10,421,109
-------------- --------------
60,878,486 38,770,676
* A SAFE is a Simple Agreement for Future Equity. SAFE
Agreements have similar characteristics to Convertible Loans and
are designed to provide an early investor with an "edge" ahead of a
larger planned funding. The edge is typically conversion of funds
advanced for new equity at a discount to the subsequent raise.
7 Trade and other receivables
31/12/2021 30/06/2021
(unaudited) (audited)
GBP GBP
Trade and other receivables 29,892,027 445,667
As stated in the Chairman's statement, the Company completed a
fundraise on 21 December 2021, issuing 138,368,193 new ordinary
shares for gross proceeds of GBP31,824,684. As at 31 December 2021,
GBP29,824,546 of the fundraise proceeds were due to be received by
the Company.
8 Trade and other payables
31/12/2021 30/06/2021
(unaudited) (audited)
GBP GBP
Provision for audit fee 25,000 37,797
Other provisions - 2,203
Trade creditors 206,965 104,152
Provision for irrecoverable VAT 1,478,872 1,478,872
------------ ------------
1,710,837 1,623,024
9 Related party transactions
Under an agreement dated 1 December 2011, Burnbrae Limited, a
company related to both Jim Mellon and Denham Eke, provide certain
services, principally accounting and administration, to the
Company. This agreement may be terminated by either party on three
months' notice. The Company incurred a total cost of GBP18,000 (31
December 2020: GBP18,000) during the period under this agreement of
which GBP6,000 was outstanding as at the period end (30 June 2021:
GBP68).
Under an updated agreement dated May 2021, Shellbay Investments
Limited, a Company related to both Jim Mellon and Denham Eke,
provide the services of Jim Mellon as Director of the Company. No
fees were payable or accrued for the current period (31 December
2020: GBPnil). See note 3 for further details.
In accordance with the Company's published investment strategy,
Jim Mellon may co-invest alongside the Company in certain
investments and, accordingly, he has direct and indirect interests
in other investments held by the Company.
10 Commitments and contingent liabilities
There are no known commitments or contingent liabilities as at
the period end.
11 Events after the reporting date
To the knowledge of the Directors, there have been no material
events since the end of the reporting period that require
disclosure in the condensed interim financial statements.
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END
IR FLFIAFLIFIIF
(END) Dow Jones Newswires
February 03, 2022 01:59 ET (06:59 GMT)
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