Primorus Investments plc
("Primorus" or the "Company")
Interim Results for the six months ended 30 June 2024
Primorus Investments plc (AIM: PRIM)
is pleased to announce its unaudited interim results for the six
months ended 30 June 2024.
Overview
The last six months continued to
have an unstable investment environment within the UK and global
economies. This has depressed market valuations of UK small cap
market participants. With greater uncertainties, investors
are more cautious which has had a negative effect on the asset
valuations for some of Primorus' investments. Despite this,
we remain confident in the longer-term prospects of the
investments.
Autodesk Inc. completed the
acquisition of Payapps Limited ("Payapps")(the "Acquisition"), an
investee company of Primorus. Primorus received cash proceeds
of approximately USD$6.1m (approximately £4.8m) as part of the
Acquisition.
Following the realisation of
Primorus' investment in Payapps, the Company was pleased to declare
a special dividend of 1.5 pence per ordinary share, amounting to a
distribution of proceeds to shareholders of approximately £2.1
million, in aggregate.
Alteration Earth PLC ("ALTE"), a
special purpose acquisition company in which Primorus holds
5,000,000 ordinary shares representing
approximately 28% of the issued share capital, announced that it
has entered into non-binding heads of terms to acquire PRIOR1TY AI
PLC.
Primorus has actively looked to
increase its investment in Fresho PTY LTD ("Fresho") and acquired
829,808 additional shares during the period, taking its holding to
4,245,531 shares in Fresho representing approximately 4.32% of
Fresho's issued share capital on a fully diluted basis.
The Company was excited to have the
opportunity to purchase 250,000 ordinary shares in Virtualstock
Holdings Limited representing approximately 1.7% of the issued
share capital on a fully diluted basis.
In addition to the above
investments, Primorus has placed surplus cash of £2.1m into the
Goldman Sachs Sterling Liquid Reserves Fund. These funds are
available on demand and included in current asset investments in
the balance sheet.
Engage Technology Partners Ltd
("Engage") recently completed a significant restructuring. This has
resulted in a significant dilution to the Company's holding from
4.49% to 1.97%.
Financial Results
The operating profit for the six
months to 30 June 2024 was £2,764,000 (30 June 2023: £512,000
loss). The net profit after tax was £2,764,000 (30 June 2023:
£512,000 loss).
Total assets, including cash, at 30
June 2024 amounted to £5.98 million (30 June 2023: £7.21
million).
Outlook
The Board is optimistic that clarity
of elections in the UK and further afield should give more
stability to the investment world. This combined with the potential
for lower interest rates and increased economic growth will lead to
significant opportunities for the Company going forward. The Board
is continually seeking new investment opportunities whilst also
monitoring its existing investments to determine when it is
appropriate to materialise them.
We look forward to updating
shareholders as and when our existing investments mature, and new
investments present themselves.
The Directors would like to take
this opportunity to thank our shareholders and consultants for
their continued support.
Rupert Labrum Chairman
29 July 2024
This announcement contains inside
information for the purposes of Article 7 of EU Regulation
596/2014.
Caution regarding forward looking statements
Certain statements in this
announcement, are, or may be deemed to be, forward looking
statements. Forward looking statements are identified by their use
of terms and phrases such as ''believe'', ''could'', "should"
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'',
''potentially'', "expect", ''will'' or the negative of those,
variations or comparable expressions, including references to assumptions. These
forward-looking statements are not based on historical facts but
rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the
amount, nature and sources of funding thereof), competitive
advantages, business prospects and opportunities. Such forward
looking statements reflect the Directors' current beliefs and
assumptions and are based on information currently available to the
Directors. While management believes that these forward-looking
statements are reasonable as and when made, there can be no
assurance that future developments affecting the Company will be
those that it anticipates.
For
further information please contact:
|
Primorus Investments
plc
Matthew
Beardmore, Chief Executive
Officer
|
+44 (0)20 8154 7907
|
|
Nominated
Adviser
Cairn Financial Advisers
LLP
James
Caithie / Sandy Jamieson
|
+44 (0) 20 7213 0880
|
Unaudited Condensed Company Statement of Comprehensive
Income
for
the six months ended 30 June 2024
|
6
months to
|
6
months to
|
Year to
|
|
|
|
30
June
2024
|
30
June
2023
|
31
December
2023
|
|
|
Unaudited
|
Unaudited
|
Unaudited
|
|
|
Notes
|
£'000
|
£'000
|
£'000
|
|
Continuing
operations
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
Investment
income
|
|
17
|
40
|
64
|
|
Realised
gain/(loss) on disposal of financial investments
|
|
3,206
|
(538)
|
(684)
|
|
Unrealised
(loss)/gain on market value movement of
financial investments
|
|
(42)
|
314
|
465
|
|
Total gains/(losses) on financial
investments
|
|
3,181
|
(184)
|
(155)
|
|
|
|
|
|
|
|
Operating
costs
|
|
(417)
|
(328)
|
(504)
|
|
Impairment
of financial investments
|
|
-
|
-
|
(1,690)
|
|
Profit/(Loss) before
tax
|
|
2,764
|
(512)
|
(2,349)
|
|
Taxation
|
|
-
|
-
|
-
|
|
Profit/(Loss) for the period
attributable to equity shareholders of the
company
|
|
2,764
|
(512)
|
(2,349)
|
|
Other
comprehensive income
|
|
-
|
-
|
-
|
|
Total Comprehensive Income
for the year attributable to equity shareholders of the
company
|
|
2,764
|
(512)
|
(2,349)
|
|
Profit/(Loss) per
share:
|
|
|
|
|
|
Basic
profit/(loss) per share (pence)
|
3
|
1.977
|
(0.366)
|
(1.680)
|
|
Diluted
profit/(loss) per share (pence)
|
3
|
1.977
|
(0.366)
|
(1.680)
|
Unaudited Condensed Company Statement of Financial
Position
as
at 30 June 2024
|
|
30
June
2024
|
30
June
2023
|
31
December
2023
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
Note s
|
£'000
|
£'000
|
£'000
|
|
ASSETS
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Financial
investments
|
2,941
|
5,279
|
2,052
|
|
|
2,941
|
5,279
|
2,052
|
|
Current
assets
|
|
|
|
|
Investments
|
2,925
|
1,843
|
2,502
|
|
Trade and
other receivables
|
15
|
49
|
12
|
|
Cash and
cash equivalents
|
95
|
35
|
775
|
|
|
3,035
|
1,927
|
3,289
|
|
Total
assets
|
5,976
|
7,206
|
5,341
|
|
EQUITY
|
|
|
|
|
Equity attributable to equity
holders of the parent
|
|
|
|
|
Share
capital
|
280
|
280
|
280
|
|
Retained
earnings
|
5,584
|
6,754
|
4,917
|
|
Total
equity
|
5,864
|
7,034
|
5,197
|
|
LIABILITIES
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and
other payables
|
112
|
172
|
144
|
|
Corporation
tax
|
-
|
-
|
-
|
|
Total
liabilities
|
112
|
172
|
144
|
|
Total equity and
liabilities
|
5,976
|
7,206
|
5,341
|
Unaudited Condensed Company Statement of Changes in
Equity
for
the six months ended 30 June 2024
|
|
Share capital
|
Share premium
|
Retained earnings
|
Total attributable to owners of parent
|
|
Unaudited
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
280
|
-
|
7,266
|
7,546
|
|
Loss for
the period
|
-
|
-
|
(2,349)
|
(2,349)
|
|
Total comprehensive income
for the
period
|
-
|
-
|
(2,349)
|
(2,349)
|
|
Balance at 31 December
2023
|
280
|
|
4,917
|
5,197
|
|
Profit for
the period
|
-
|
-
|
2,764
|
2,764
|
|
Total comprehensive income
for the period
|
-
|
-
|
2,764
|
2,764
|
|
Dividend
paid during the period
|
-
|
-
|
(2,097)
|
(2,097)
|
|
Balance at 30 June
2024
|
280
|
-
|
5,584
|
5,864
|
Unaudited Condensed Company Statement of Cash
Flows
for
the six months ended 30 June 2024
|
|
6
months to
|
6
months to
|
Year to
|
|
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
£'000
|
£'000
|
£'000
|
|
Cash flows from operating
activities
|
|
|
|
|
Operating
profit/(loss) before tax
|
2,764
|
(512)
|
(2,349)
|
|
Adjustments
for:
|
|
|
|
|
(Profit)/Loss on disposal of financial investments
|
(3,206)
|
538
|
684
|
|
Fair value
movement on financial investments
|
42
|
(314)
|
(465)
|
|
Impairment
provision on unlisted investments
|
-
|
-
|
1,690
|
|
Decrease/(increase) in trade and other receivables
|
(3)
|
(15)
|
22
|
|
(Decrease)/Increase in trade and other payables
|
(32)
|
62
|
34
|
|
Foreign
exchange loss
|
58
|
166
|
133
|
|
Interest
income on investments
|
-
|
(40)
|
(64)
|
|
|
(377)
|
(115)
|
(315)
|
|
Income
taxes paid
|
-
|
-
|
-
|
|
Net cash used in operating
activities
|
(377)
|
(115)
|
(315)
|
|
Cash flows from investing
activities
|
|
|
|
|
Proceeds
from sale of financial investments
|
4,789
|
36
|
1,051
|
|
Purchase of
financial investments
|
(2,995)
|
-
|
(75)
|
|
Net cash from/(used in) investing activities
|
1,794
|
36
|
(976)
|
|
|
|
|
|
|
Dividends
|
(2,097)
|
-
|
-
|
|
Cash flow from financing
activities
|
(2,097)
|
-
|
-
|
|
|
|
|
|
|
Net change in cash and cash
equivalents
|
(680)
|
(79)
|
661
|
|
Cash and
cash equivalents at beginning of period
|
775
|
114
|
114
|
|
Cash and cash equivalents at
end of period
|
95
|
35
|
775
|
Notes to the condensed unaudited interim financial statements
1.
General
Information
The condensed interim financial
information for the 6 months to 30 June 2024 does not constitute
statutory accounts for the purposes of Section 434 of the Companies
Act 2006 and has not been audited or reviewed. No statutory
accounts for the period have been delivered to the Registrar of
Companies.
The condensed interim financial
information in respect of the year ended 31 December 2023 has been
produced using extracts from the statutory accounts for that
period. Consequently, this does not constitute the statutory
information (as defined in section 434 of the Companies Act 2006)
for the year ended 31 December 2023, which was audited. The
statutory accounts for this period have been filed with the
Registrar of Companies. The auditors' report was unqualified and
did not contain a statement under Sections 498 (2) or 498 (3) of
the Companies Act 2006.
The auditor's report was approved by
the Directors on 31 May 2024 and is available on the Company's
website at www.primorusinvestments.com.
2.
Basis of
preparation and accounting
The financial information has been
prepared on the historical cost basis. The Company's business
activities, together with the factors likely to affect its future
development, performance and position are set out in the Chairman's
Statement. This statement also includes a summary of the Company's
financial position and its cash flows.
The financial statements have been
prepared in accordance with the Companies Act 2006 and UK-adopted
international accounting standards (UK-adopted IAS) and related
interpretations. As permitted, this does not include IAS 34
"Interim Financial Reporting". This condensed set of
financial statements has been prepared applying the accounting
policies that were applied in the preparation of the Company's
published financial statements for the year ended 31 December
2023. As these interim financial statements do not include
all of the information or disclosures required in the annual
financial statements they should be read in conjunction with the
Company's 2023 annual financial statements.
3.
Earnings per share
Earnings per ordinary share has been
calculated using the weighted average number of shares in issue
during the period. The weighted average number of equity shares in
issue was 139,830,968. IAS 33 requires presentation of diluted EPS
when a company could be called upon to issue shares that would
decrease earnings
per share or increase the loss per share.
|
|
6
months to
|
6
months to
|
Year ended
|
|
|
30
June
2024
|
30
June
2023
|
31
December
2023
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Net
profit/(loss) attributable to equity holders of
the company
|
2,764
|
(512)
|
(2,349)
|
|
Weighted
average number of shares
|
139,830,968
|
139,830,968
|
139,830,968
|
|
Weighted
average number of diluted shares
|
139,830,968
|
139,830,968
|
139,830,968
|
|
Basic
profit/(loss) per share (pence)
|
1.977
|
(0.366)
|
(1.680)
|
|
Diluted
profit/(loss) per share (pence)
|
1.977
|
(0.366)
|
(1.680)
|
4.
Events after the
reporting date
There are no events after the end of
the reporting date to disclose that have not already been the
subject of an announcement by the Company.