26 February 2021
IamFire plc
AQSE: FIRE
(“IamFire” or the “company”)
Audited Final
Results to 30 April 2020
Further to the announcement of February 2021,the Company is
pleased to announce its audited results to 30 April 2020.
There are no changes to the CEO Stragegic Review, and save for a
minor adjustment to the Statement of Cash Flows, there are no
changes to the audited financial results since the announcement of
the unaudted preliminary results of 17
February 2021, quoted below.
The Audited results will be uploaded to the company’s website
shortly at, https://iamfireplc.com
Chief Executive Officer's statement and Group Strategic
Report
Strategic Report
for the year ended 30 April 2020
REVIEW OF BUSINESS
The key themes for IamFire plc for the year ended 30th April 2020 have been restoration and review,
with the investments that were held being disposed of as part of
this restoration. 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.
In March 2019, the predecessor
company, Karoo Energy plc notified the market that the company had
not been successful in graduating to the LSE: AIM market. The
company had in the process of seeking admission assumed trade
creditors totalling £295,857. Karoo Energy plc, appointed a
insolvency practitioner in mid-2019 to structure and enter an
informal creditors voluntary agreement (CVA). The company received
acceptance from those participating creditors in September 2019. The terms of the CVA saw the
participating creditors receive 10% of the sums due upon execution
of the CVA and a further 35% of the sums due in the event
that the company successfully raised £2,000,000 (in aggregate) by
way of equity and/or debt over the period of 18 months following
the date of the implementation of the settlement arrangements
entered in September 2019.
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 plc 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 plc 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 (£0.025) resulting in the issue of 20,000,000
shares. The placing shares included attaching investor 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).
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 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) |
|
|
|
|
|
|
|
|
|
Earnings per share
expressed |
|
|
in pence per
share: |
|
|
Basic |
1.62 |
-31.66 |
Diluted |
1.62 |
-31.66 |
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) |
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 |
|
|
|
|
Loss for the year |
- |
(648,166) |
- |
(648,166) |
|
|
|
|
|
Total comprehensive
income |
- |
(648,166) |
- |
(648,166) |
|
|
|
|
|
Balance at
30 April 2019 |
511,837 |
(3,177,812) |
2,231,786 |
(434,189) |
|
|
|
|
|
Balance at 1 May
2019 as previously stated |
511,837 |
(3,087,450) |
2,231,786 |
(343,827) |
|
|
|
|
|
Prior year adjustment
(note 9) |
- |
(90,362) |
- |
(90,362) |
|
|
|
|
|
Balance at 1 May
2019 as restated |
511,837 |
(3,177,812) |
2,231,786 |
(434,189) |
|
|
|
|
|
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
|
2,020 |
2,019 |
|
|
as
restated |
|
£ |
£ |
Cash flows from
operating activities |
|
|
Cash used in
operations |
(131,322) |
(110,860) |
Interest paid |
- |
(7,000) |
|
|
|
Net cash used in
operating activities |
(131,322) |
(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 |
3,159 |
77,665 |
Share issue |
128,000 |
- |
|
|
|
Net cash from
financing activities |
131,159 |
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 |