17th February 2021
IamFire plc
AQSE: FIRE
(“IamFire” or the “company”)
Unaudited Final
Results to 30 April 2020 and
Extension of Reporting Deadline
Extension of Reporting Deadline
IamFire announces that, it has been granted a further extension
to end February 2021, to announce its
audited results to 30 April 2020. As
the audited financial results for year-end April 2020 are expected to be published
imminently, the Company will highlight any material difference that
may occur between the unaudited final accounts and the audited
accounts, when the audited report and accounts are announced.
Chief Executive Officer's statement
and Group Strategic Report
REVIEW OF BUSINESS
The key themes for IamFire plc for the year ending, 30th April 2020 have been restoration and review.
I am pleased to report that since leading the restructure and
recapitalisation of what was "Karoo Energy plc" in October 2019 that IamFire plc is restored and
recharged with investments that position the company and our
shareholders in major investment thesis'.
The consistent message that I have made to both shareholders and
the broader market is that IamFire plc will operate as a lean,
aggressive and efficient investment vehicle that will not entertain
capital finance unless the Board and I have reviewed a
comprehensive strategy that enables the company to create value for
the company and our shareholders.
For the year ending, 30th April
2020, the company was in advanced review of a number of
value accretive investment opportunities. The company did not
materially invest capital nor acquire investment positions via
non-cash consideration.
The Board and I focused instead on creating critical internal
protocols that would influence our review and identification
processes when considering investment opportunities.
This internal review resulted in the formation of two investment
divisions and principles that the company will rely on moving
forward when analysing investment proposals;
1. High Growth Investment Division
(HG)
The HG division focuses on companies that have reached a
critical point of growth and need to access specialised capital
investment, public market exits or trade sales. IamFire will look
to opportunities globally where companies have robust balance
sheets, strong growth profile's and management teams that require
no disruption.
2. Asset Augmentation Investment
Division (AA)
The AA division has been designed to look at distressed asset
situations that IamFire can seek to augment through a
broad-restructure, recapitalisation and through the injection of
Management & Directors.
The formation of these divisions and principles represent the
foundations for which we ultimately finalise our investment
categorisation and decisions.
POST YEAR END REVIEW
On 25 June 2020 the company
successfully completed an equity finance to raise gross proceeds
before expenses of, £500,000. The financing was supported by
existing shareholders, Ultra High Net Worth's, Family Offices &
Institutional Investors. The collective support including that of
the Directors was a brilliant sign of the reception received in
conjunction with the turnaround that began in October 2019. The placing was conducted at a
price of, 2.5p (£0.025p) resulting in the issue of 20,000,000
shares. The placing shares included attaching warrants on a 2 for 1
basis and a replacement provision. The placee's in aggregate
received 40,000,000 warrants with a strike price of 10p and a life
to expiry of 3-years from the admission of the placing shares. In
the event the subscriber elects to exercise their warrants in full
on or prior to expiry, the subscriber shall be granted replacement
warrants on 1 for 1 basis with a strike price of, 15p and a life to
expiry of 3-years from grant of the replacement warrant. In the
event all 40,000,000 warrants at 10p were to be exercised on or
prior to expiry, the company would issue a further 40,000,000
warrants with a strike price of, 15p and a life to expiry of
3-years.
In a step to complement the existing Board, Mr Marc T Bamber was
appointed as Non-Executive Chairman of IamFire plc on 1st July 2020. Marc is a highly experienced
global corporate financier with over 20-years' experience in the
Hedge Fund Sector, Capital Markets, Private & Institutional
Investments; Investor Communication & Marketing. Marc was a
core member of the multiple award winning RAB Special Situations
Fund that delivered net returns of 50x to investors with
circa.US$2.8Bn in Assets Under
Management (AUM).
AUDITED RESULTS TO 30 APRIL 2020
As the audited financial results for year-end April 2020 are expected to be published
imminently, the Company will highlight any material difference that
may occur between the unaudited final accounts and the audited
accounts, when the audited Report and Accounts are announced.
The Directors of the Company accept responsibility for the
content of this announcement.
ENQUIRIES:
Company
IamFire plc
Burns Singh Tennent-Bhohi (Director)
Telephone:020 3778 0755
Corporate Adviser
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Telephone: 020 7220 9795
Statement of Profit or Loss
for the year ended 30 April 2020
2020
2019
as restated
£
£
CONTINUING OPERATIONS
Revenue
-
-
Other operating
income
254,913
30,311
Administrative
expenses
(138,205)
(671,487)
OPERATING
PROFIT/(LOSS)
116,708
(641,176)
Finance
costs
-
(7,000)
Finance
income
8
10
PROFIT/(LOSS) BEFORE INCOME
TAX
116,716
(648,166)
Income
tax
-
-
PROFIT/(LOSS) FOR THE
YEAR
116,716
(648,166)
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 April 2020
2020
2019
as restated
£
£
PROFIT/(LOSS) FOR THE
YEAR
116,716
(648,166)
OTHER COMPREHENSIVE
INCOME
-
-
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
116,716
(648,166)
Note
Statement of Financial Position
30 April 2020
2020
2019
as restated
£
£
ASSETS
CURRENT ASSETS
Trade and other
receivables
29,852
19,645
Cash and cash
equivalents
1,079
1,234
30,931
20,879
TOTAL
ASSETS
30,931
20,879
EQUITY
SHAREHOLDERS' EQUITY
Called up share
capital
526,733
511,837
Share
premium
2,344,890
2,231,786
Retained
earnings
(3,061,096)
(3,177,812)
TOTAL
EQUITY
(189,473)
(434,189)
LIABILITIES
CURRENT LIABILITIES
Trade and other
payables
220,404
455,068
TOTAL
LIABILITIES
220,404
455,068
TOTAL EQUITY AND
LIABILITIES
30,931
20,879
Statement of Changes in Equity
for the year ended 30 April 2020
Called up
share
Retained
Share
Total
capital
earnings
premium
equity
£
£
£
£
Balance at
1 May 2018
511,837
(2,529,646)
2,231,786
213,977
Changes in equity
Deficit for the
year
-
(557,804)
- (557,804)
Total comprehensive
income
-
(557,804)
- (557,804)
Balance at
30 April 2019
511,837
(3,087,450)
2,231,786 (343,827)
Prior year
adjustment
-
(90,362)
- (90,362)
As
restated
511,837
(3,177,812)
2,231,786
(434,189)
Changes in equity
Profit for the
year
-
116,716
- 116,716
Total comprehensive
income
-
116,716
- 116,716
Issue of share
capital
14,896
-
113,104 128,000
Balance at
30 April 2020
526,733
(3,061,096)
2,344,890
(189,473)
Statement of Cash Flows
for the year ended 30 April 2020
2020
2019
as restated
£
£
Cash flows from operating
activities
Cash generated from
operations
(128,238)
(110,860)
Interest
paid
-
(7,000)
Net cash from operating
activities
(128,238)
(117,860)
Cash flows from investing
activities
Interest
received
8
10
Net cash from investing
activities
8
10
Cash flows from financing
activities
Amount introduced by
directors
75
77,665
Share
issue
128,000
-
Net cash from financing
activities
128,075
77,665
Decrease in cash and cash
equivalents
(155)
(40,185)
Cash and cash equivalents at beginning of year
1,234
41,419
Cash and cash equivalents at end of
year
1,079
1,234
Notes to the Statement of Cash Flows
for the year ended 30 April 2020
PRIOR YEAR ADJUSTMENT
The 2019 statement of profit and loss, other comprehensive
income and financial position has been restated to account for
certain costs amounting to £90,362 that were not recognised in the
prior year accounts due to invoices from suppliers being omitted
and an error in costs not being accrued.
| Statement of profit or loss and
other comprehensive income (extract) |
|
note |
|
Year ended 30April
2019 |
|
|
|
| Loss per signed accounts 2019 |
|
|
557,804 |
| Audit fees |
|
i) |
|
28,200 |
| Legal fees |
|
ii) |
|
47,837 |
| Consultancy fees |
|
iii) |
|
6,150 |
| Legal fees |
|
iv) |
|
8,160 |
|
|
|
| Restated 2019 |
|
|
648,166 |
|
|
|
| Statement of financial position
(extract) |
|
note |
|
Signed accounts as at
30 April 2019 |
|
Adjustments |
|
Restated as at 30
April 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
| Director current account |
|
v) |
|
16,595 |
|
(16,595) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
| Trade creditors |
|
i), ii), iii) |
|
252,041 |
|
82,202 |
|
334,243 |
| Accruals and deferred income |
|
iv) |
|
21,800 |
|
8,160 |
|
29,960 |
| Loan from related party |
|
v) |
|
94,260 |
|
(94,260) |
|
- |
| Directors' loan accounts |
|
v) |
|
- |
|
77,665 |
|
77,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details on prior year adjustments
made:
i) Invoices in respect of Audit fees for the year ended
30 April 2019 were omitted from trade
creditors in error.
ii) Invoices in respect of Legal fees for the year ended
30 April 2019 were omitted from trade
creditors in error.
iii) Invoices in respect of Consultancy fees for the year ended
30 April 2019 were omitted from trade
creditors in error.
iv) Legal fees in respect of listing fees were not accrued for
which were subsequently invoiced during 2020.
v) Balances due to/from one director were presented in
receivables and payables in the prior year, these have been
reclassified to be reflected as one net balance due to the
director.