TIDMSEFA
RNS Number : 5420N
Shefa Gems Ltd
30 September 2021
B"H
30 September 2021
Shefa Gems Ltd.
("Shefa Gems" or the "Company")
Interim Financial Results for the 6 months ended June 30, 2021 ( " IFR " )
Shefa Gems (LSE: SEFA), is pleased to announce its results for
the six months ended June 30, 2021. These reports were prepared
considering the reorganization of the assets that the Company is
currently implementing, following the approval of the combined
transaction as approved by the special general meeting of the
Company's shareholders (the "Combined Transaction"; "SGM") held on
August 9, 2021 (and reported on August 10, 2021).
Corporate and Financial - Highlights
-- As of March 1, 2021, all the Company's mining activity was
transferred to its fully owned Subsidiary - Shefa in Israel (G.M.)
Ltd. (the "Subsidiary"). As of that date, the subsidiary is solely
responsible for covering the expenses related to the mining
activity (See Note 3A to the IFR). The Subsidiary received loans
from 2 of Shefa's old shareholders, in the amount of approximately
GBP 983,000 for the benefit of continued financing and promotion of
mining activities.
-- The Company financed its limited operations (excluding the
mining business) through the realization of shares of Nala Digital
it owned in the amount of approximately GBP 266,000.
Post Period - In accordance with the provisions of the Combined
Transaction, and following the approval of the SGM on August 9,
2021, the Company performed the following actions:
-- Mr. Alon Shany (Executive Chairman), Mr. Jacques Abitbol
(Non-Executive Director), Ms. Eva Abittan (Non-Executive Director)
have been appointed to the Board. Michael Rosenberg, David
Nachshon, Gershon Frenkel, Zvi Nemeth, James Campbell and Natan
Drukman have stepped down from the Board. Mr. Yossef Taub remains
on the board as a Non-Executive Director, and Ms. Nathalie Schwarz
remains on the board as an independent Non-Executive Director.
-- Ms. Irit Ben Ami, who was appointed to serve as an
Independent Director on the Company's Board (subject to
shareholders approval), has a BA in Economy and Accounting from the
Haifa University in Israeli and an LLM in Law from the IDC Herzliya
in Israel. She is qualified under the Israeli Companies Law as an
expert director and possesses financial and accounting expertise.
She serves as an external director in two Israeli publicly traded
companies in the fields of clean energy and medical cannabis,
Medivie Therapeutic Ltd. and Together Pharma Ltd. Until 2019, she
also served as a director in Nano Dimension, a public company in
the field of 3D printing.
-- Mr. Avi Levin, who was appointed to serve as an Independent
Director on the Company's Board (subject to shareholders approval),
has a BA in Economy and Accounting from the Ben Gurion University
in Israeli and an MBA in Finance and Global Business from the New
York University. He holds a chartered accountant license in Israel
and a CPA in the U.S. In addition to his appointment in the
Company, he also serves as a CFO in Blackswan Technologies, a
company in the field of cloud computing and artificial
intelligence. He is qualified under the Israeli Companies Law as an
expert director and possesses financial and accounting
expertise.
-- On September 6, 2021, the Company announced the conclusion of
the equity subscription of 2,123,543,065 new ordinary shares of the
Company at a price of USD 0.0005 per share raising a total of USD
1,050,000 ("Investment Funds") by new investors. The Company is
aware of its obligation to publish a prospectus in connection with
the foregoing equity subscription and is progressing it.
-- Out of the Investment Funds, USD 700,000 was used to pay
liabilities related to the exploration assets. As a result, the
Company has no further liabilities in relation to the mining
activity (except for share-related liabilities). The balance of USD
350,000 will be used by the Company to finance the limited activity
(excluding mining activity) until the implementation of the
acquisition strategy in the web technology and software space (See
Note 4H to the IFR).
-- The Company intends shortly to apply to the Israeli Registrar
of Companies to approve to change of its name to "Alef Bet Advanced
Technologies (2021)". The purpose of the name change is to more
closely reflect the Company's strategy to make an acquisition in
the web technology and software space. Subject to the approval of
the Israeli Registrar of Companies to the change of name, the
Company will make application to the London Stock Exchange to
change its TDIM symbol from "SEFA" to "ALEF". Shareholders should
note that their shareholdings will be unaffected by the change of
name, although new share certificates will be issued to
Shareholders following the name change. The Company will notify the
market of when the change of name and TIDM will be effective.
-- In accordance with Israeli law, the Company has appointed
attorney Natan Drukman as a trustee to hold the shares of the
Subsidiary (the owner of the mining business) - and will be
progressing with the disposal of the mining business by way of a
dividend in specie to existing shareholders. This is expected to be
completed subject to the schedule to be determined by the court in
Israel. On the basis of the attached IFR and the independent
valuation of the transferred assets (for tax purposes) - an
application for approval of the dividend in specie process will be
submitted in the coming days. The trustee will update on the
schedule and progress of the process and any matter concerning the
disposal of the mining business - through the RNS reporting
system.
Alon Shany, Executive Chairman of Shefa Gems, said:
"We are excited about the new direction the Company is taking
and are pleased to welcome new shareholders to the Company.
We believe that this Company as a cash shell is exceptional for
itself, in terms that allow a common ground between Israel and
London - so we expect interesting opportunities in the future, in
the web technology and software space, and aim for acquiring a
company with a strong potential for profitability and benefit for
the Company and its shareholders. We are working hard to find the
best company for the future of the Company as we see it.
We hope and know that all of new and existing shareholders will
be excited as we are."
-Ends -
Enquiries
Shefa Gems Ltd
Alon Shany - Executive Chairman
www.shefagems.com +972 52 586 8616
-----------------
B"H
SHEFA GEMS LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2021
(UNAUDITED)
SHEFA GEMS LTD.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 20 2 1
(Unaudited)
INDEX
Page
-------
Review Report of Independent Auditors 2
Condensed Interim Consolidated Financial Statements:
Condensed Interim Consolidated Statements of Financial
Position 3
Condensed Interim Consolidated Statements of Comprehensive
Loss 4
Condensed Interim Consolidated Statements of Changes in
Shareholders' Equity 5
Condensed Interim Consolidated Statements of Cash Flows 6 - 7
Notes to the Condensed Interim Consolidated Financial Statements 8 - 13
Jerusalem, September 2, 2021
REVIEW REPORT OF INDEPENT AUDITORS
To the Shareholders of
SHEFA GEMS LTD.
Introduction
We have reviewed the accompanying condensed interim consolidated
financial statements of SHEFA GEMS LTD. (hereinafter - "the
Company") comprising the condensed interim consolidated statements
of financial position as of June 30, 2021 and the related condensed
interim consolidated statements of comprehensive loss, consolidated
changes in shareholders' equity and consolidated cash flows for the
six month period then ended. The board of directors and management
are responsible for the preparation and presentation of these
condensed interim consolidated financial statements in accordance
with IAS 34, "Interim Financial Reporting". Our responsibility is
to express a conclusion on these interim consolidated financial
statements based on our review.
Scope of the Review
We conducted our review in accordance with the Israeli Review
Standard (Israel) 2410, "Review of Financial Information for
Interim Periods Performed by the Independent Auditor of the Entity"
of the Association of Certified Public Accountants in Israel. A
review of financial information for interim periods consists of
making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Auditing Standards
accepted in Israel. Consequently, it does not enable us to obtain
assurance that we would become aware of all the significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Basis for the Qualified Conclusion
We were not satisfied in regard to the NIS 29 million amount of
impairment of the exploration assets that is included in other
expenses in the Company statements of comprehensive loss, and in
accordance in regard to the amount that is shown for the assets
held for distribution to shareholders. See Note 3 in regard to
uncertainty in the value estimation of the exploration assets.
Conclusion
Based on our review, except for the abovementioned item, nothing has come
to our attention that causes us to suspect that the financial information
abovementioned was not prepared, from all significant aspects, in accordance
with International Accounting Standard 34.
We draw attention as follows: 1. Note 1d of the condensed interim financial statements - the Company has
accumulated losses since its inception and does not have any operations that
yield revenues. Financing of its operations has, until now, been performed
by infusions of capital and/ or loans and the continued operations are dependent
on further mobilizations. The Company plans to continue the existing operations
is by distributing a dividend in kind and to introduce new operations, but
this is uncertain. These facts raise significant doubt as to the continued
existence of the Company as a "going concern."
These condensed interim financial statements do not include any adjustments
to the value of the assets and liabilities and their classifications that
would possibly be necessary in the event that the Company cannot continue
as a "going concern."
2. We draw attention to Note 3 of the condensed interim financial statements
in regard to a transaction for realization of the exploration assets by
declaring a dividend in kind to its shareholders, subsequent to authorization
by the Court, that will reduce the Company capital in the amount of approximately
NIS 35 million and will introduce new operations.
Barzily & Co.
Certified Public Accountants
A Member of MSI Worldwide
SHEFA GEMS LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
(In NIS in thousands)
June 30 , December
31,
2021 2020 2020
------------ ------------ ----------
Note (Unaudited) (Audited)
---------------- -------------------------- ----------
ASSETS
Non-Current Assets:
Fixed assets - 1,244 1,007
Assets in regard to usage rights - 1,569 1,645
Assets for exploration and
evaluation
of precious stones - 62,270 63,098
Total non-current assets - 65,083 65,750
------------ ------------ ----------
Current Assets:
Cash in foreign currency 11 1,034 483
Securities - - . - 926
Trade receivables - 33 -
Interested party - 77 -
Other accounts receivable 109 78 220
Loans to the past parent company - 1,055 -
Total current assets 120 2,277 1,629
------------ ------------ ----------
Assets for distribution to
shareholders 3(c) 41,620 - -
------------ ------------ ----------
Total Assets 41,740 67,360 67,379
============ ============ ==========
EQUITY AND LIABILITIES
Equity attributed to Company
shareholders 23,421 57,447 55,609
------------ ------------ ----------
Non-current Liabilities:
Long-term loans from
interested
parties and others - - 433
Long-term liability at fair
value - 5,550 6,187
Liability in regard to usage
rights - 1,305 1,302
Liability for severance pay - 139 154
Warrants convertible to
shares 8 195 6
------------ ------------ ----------
Total Non-current Liabilities 8 7,189 8,082
------------ ------------ ----------
Current Liabilities:
Short-term credit from bank
and
others 358 591 1,789
Trade payables 310 536 681
Interested parties - 148 88
Other accounts payable 507 1,016 670
Loans convertible to shares 181 162 181
Liabilities at fair value 7,570 271 279
Total current liabilities 8,926 2,724 3,688
------------ ------------ ----------
Liability for distribution to
shareholders 3(d) 9,385 - -
------------ ------------ ----------
Total Equity and Liabilities 41,740 67,360 67,379
============ ============ ==========
The accompanying notes to these condensed interim consolidated
financial statements are an integral part thereof.
Date of Tali Shalem, David Ben David, Josef Yitzchak
Approval CEO CFO Taub
of the Director
Financial
Statements
SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
In NIS in thousands [except for loss per share]
For the Period of For the Year
Six Months Ended Ended
June 30 December
31
2021 2020 2020
--------- ----------- ---------------------
Note (Unaudited) (Audited)
----- ---------------------- ---------------------
General and administrative
expenses (1,412) (407) (1,915)
Operating loss (1,412) (407) (1,915)
Other income (expenses), net 3(b) (29,047) (28) 1,195
--------- ----------- ---------------------
Loss prior to financing (30,459) (435) (720)
--------- ----------- ---------------------
Financial income 64 - . - 1,114
Financial expenses (1,793) (1,694) (4,382)
--------- ----------- ---------------------
Financial costs, net (1,729) (1,694) (3,268)
--------- ----------- ---------------------
Comprehensive loss for the
period (32,188) (2,129) (3,988)
========= =========== =====================
Basic and diluted loss per
share (in NIS) (0.160) (0.012) (0.021)
========= =========== =====================
The accompanying notes to these condensed interim consolidated
financial statements are an integral part thereof.
SHEFA GEMS LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
(In NIS in thousands)
Capital
Reserve Capital
for Reserve
Payment for Total
on Transactions Equity
Additional Receivables Account with Attributed
Share Paid-in on Account of Interested Accumulated to Company
Capital Capital of Shares Shares Parties Deficit Shareholders
--------- ------------ ------------- --------- ------------- -------------------- -------------
Unaudited
Balance as of
January
1, 2021 20,120 96,377 - . - 5,762 6,312 (72,962) 55,609
Comprehensive
Loss for
the period - . - - . - - . - - . - (32,188) (32,188)
Balance as of
June 30,
2021 20,120 96,377 - . - 5,762 6,312 (105,150) 23,421
========= ============ ============= ========= ============= ==================== =============
Unaudited
Balance as of
January
1, 2020 17,230 96,297 (205) 5,762 6,312 (68,974) 56,422
Comprehensive
Loss for
the period - . - - . - - . - - . - - . - (2,129) (2,129)
Issuance of
shares 289 2,679 186 - . - - . - - . - 3,154
Balance as of
June 30,
2020 17,519 98,976 (19) 5,762 6,312 (71,103) 57,447
========= ============ ============= ========= ============= ==================== =============
Audited
Balance as of January
1, 2020 17,230 96,297 (205) 5,762 6,312 (68,974) 56,422
Comprehensive loss for
the Year - . - - . - - . - - . - - . - (3,988) (3,988)
Issuance of shares 2,890 80 205 - . - - . - - . - 3,175
Balance as of December
31, 2020 20,120 96,377 - . - 5,762 6,312 (72,962) 55,609
======== ======== ====== ======= ======= ========== ===============
The accompanying notes to these condensed interim consolidated
financial statements are an integral part thereof.
SHEFA GEMS LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(In NIS in thousands)
For the period For the Year
of Six Months Ended Ended December
June 30, 31,
2021 2020 2020
--------------- -------------- -------------------------
(Unaudited) (Audited)
---------------------------------------- -------------------------
Cash Flows for Operating Activities:
Loss for the period (32,188) (2,129) (3,988)
Adjustments Required to Show
Cash Flows
Used in Operating Activities
(Appendix A): 31,065 (2,457) 767
--------------- ------------------
Net Cash Used in Operating Activities (1,123) (4,586) (3,221)
--------------- ------------------ -------------------------
Cash Flows from Investing Activities:
Deposits, net - . - 14 14
Sale of fixed assets - . - - . - 111
Redemption of shares held for 1,200 - . - - . -
trading
Acquisition of fixed assets (5) - . - (8)
Investment in exploration and
evaluation of precious stones (1,006) (106) (1,361)
Receipts, net from the past
parent company - . - - . - 330
Net Cash Provided by (Used in)
Investing Activities 189 (92) (914)
--------------- ------------------ -------------------------
Cash Flows from Financing Activities:
Proceeds from share and option
issue (includes premium), net - . - 2,170 205
Receipt (Repayment) of loans
from banks and others, net 182 - . - (130)
Loans received (repaid) from
interested parties, net 4,443 (211) 1,431
Repayment of a loan from a related - . - - . -
party (31)
Repayment of fund in regard
to leasing (254) (147) (393)
Receipts on account of loans
convertible to shares - . - 3,894 3,804
Interest received (paid) (103) 72 (226)
--------------- ------------------ -------------------------
Net Cash Provided by Financing
Activities 4,237 5,778 4,691
--------------- ------------------ -------------------------
Cash for distribution to shareholders (3,775) - . - - . -
--------------- ------------------ -------------------------
Exchange rate differences in
regard to cash and cash equivalents - . - (72) (79)
--------------- ------------------ -------------------------
Increase (Decrease) in Cash
and Cash Equivalents (472) 1,028 477
Cash and cash equivalents at
the beginning
of the period 483 6 6
--------------- ------------------ -------------------------
Cash and cash equivalents at
the end of the period 11 1,034 483
=============== ================== =========================
The accompanying notes to these condensed interim consolidated
financial statements are an integral part thereof.
SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(In NIS in thousands)
Appendix A
For the period
of Six Months For the Year
Ended Ended December
June 30, 31,
2021 2020 2020
--------- ---------- -----------------
(Unaudited) (Audited)
--------------------- -----------------
Adjustments Required to Show
Cash Flows
Provided by (Used in) Operating
Activities:
Expenses (income) not involving
cash flows:
Depreciation * 15 24 48
- .
Capital gains (274) - (75)
Amortization of assets for exploration
and evaluation of precious stones 29,150 - . - . -
-
Amortization of a loan to an
interested party - . - 61 (1,091)
Financing expenses (income),
net 1,729 (1,197) 3,268
Changes in Assets and Liabilities:
Decrease in trade receivables - . - 18 51
Decrease (Increase) in other
accounts receivable (2) 67 (75)
Increase (Decrease) in trade
payables 167 (512) (391)
Decrease in liability to an interested
party - . - (332) (316)
Increase (Decrease) in other
accounts payable 280 (586) (652)
--------- ---------- -----------------
31,065 (2,457) 767
========= ========== =================
* Net of depreciation encumbered on the exploration and
evaluation for precious stones assets.
Appendix B For the Period For the Year
of Six Months Ended December
Ended 31,
June 30,
2021 2020 2020
--------- -------- -----------------
(Unaudited) (Audited)
-------------------- -----------------
Significant Operations Not Involving
Cash Flows:
Payables in regard to exploration
and evaluation of precious stones
assets - . - 676 248
========= ======== =================
Fixed assets in regard to exploration
and evaluation of precious stones
assets 166 226 413
========= ======== =================
Usage rights assets in regard
to exploration and evaluation
of precious stones assets 269 182 450
========= ======== =================
Liability for severance pay in
regard to exploration and evaluation 136 - . - - . -
of precious stones assets
========= ======== =================
Loans assigned to capital - . - 1,125 3,381
========= ======== =================
The accompanying notes to these condensed interim consolidated
financial statements are an integral part thereof.
SHEFA GEMS LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(In NIS in thousands)
NOTE 1:- GENERAL
A. 1. The reported entity -
Shefa Gems Ltd. [previously: Shefa Yamim (A.T.M.)
LTD.] (hereinafter - "the Company") is an Israeli
company engaged in exploration for diamond, gold
and precious stones in the northern area of Israel.
As of December 31, 2020 the controlling interest
in the Company is Nela Digital Ltd. (previously
known as Shefa Yamim LTD.) that held 33.77%. During
April 2020 as part of an arrangement of a debt
owed by Nela Digital LTD., its holdings in the
Company were transferred to a trustee who was appointed
by the Court and the two companies did not consolidate
their financial statements.
The shareholders of Nela Digital were given an
option to directly hold these shares, as detailed
in the agreement.
2. These condensed interim consolidated financial
statements are to be viewed together with the annual
financial statements of the Company as of December
31, 2020 and their accompanying Notes.
B. During November 2020 the Company's board of directors
decided to make organizational changes within the
Company. In the framework of these changes, the prospecting
and exploration operations in search for precious
stones and gold, performed by the Company from its
inception until March 2021, would be transferred to
its subsidiary (Shefa in Israel (G.M) Ltd., hereinafter
- "the subsidiary"). We note that the financial statements
include adjustments in regard to the value of the
assets and liabilities in view of the transfer of
the exploration assets to the subsidiary. As of the
date of approval of the consolidated financial statements,
the subsidiary is continuing to perform the exploration
and prospecting operations in accordance with the
valid permits (see note 3(a)).
C. On August 9, 2021 the special meeting of shareholders
approved the joint transaction signed between the
Company and the third party. Please see Note 4.
D. The Company has suffered losses since its inception
and, does not have any revenues from operations. Financing
of its operations has been performed until now by
infusions of capital and/ or by loans received by
a shareholding company and its continued operation
is contingent upon further infusions of capital. In
view of the agreement signed between the Company and
a third party, as detailed in Note 4, the company's
management believes that it can mobilize the money
resources in order to complete the explorations, but
there remains uncertainty in this regard since the
mobilizations are dependent on other parties. These
factors create significant doubts in regard to continued
operation of the Company as a "going concern."
These condensed interim consolidated financial statements
do not contain any adjustments for valuation of assets
and liabilities or their classifications that would
likely be necessary in the event that the Company
is unable to continue its operation as a "going concern."
SHEFA GEMS LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(In NIS in thousands)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
a. Declaration in regard to Implementation of International
Financial Reporting Standards (IFRS)
The condensed interim financial statements have been
prepared in accordance with IAS 34, "Interim Financial
Reporting." The financial statements do not include
all the information and disclosures required in the
annual financial statements, and should be read in
conjunction with the Company's annual financial statements
as at and for the year ended December 31, 2020 (hereinafter:
"the Annual Financial Statements"). However, selected
explanatory notes are included to explain events and
transactions that are significant for an understanding
of the changes in the Company's financial position
and performance since the Annual Financial Statements.
These financial statements were authorized by the Company's
board of directors on September 9, 2021.
b. Foreign Currency and Linkage Basis
Detail in regard to the change in the Consumer Price
Index and the exchange rate of the foreign currency:
For the Period For the Year
of Six Months Ended December
Ended June 31,
30,
2021 2020 2020
-------- --------- -----------------
Change in CPI (applicable) 1.59% (0.79%) (0.7%)
Change in CPI (known) 1.41% (0.69%) (0.6%)
Change in rate of exchange
- U.S. $ 1.4% 0.29% (7.0%)
Change in rate of exchange
- GBP GBP 2.9% (6.7%) (3.7%)
c. Judgments and Estimates
In preparing these Interim Financial Statements in accordance
with the IFRS, management is required to make judgments,
estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets
and liabilities as well as income and expenses. We clarify
that actual results may differ from these estimates.
The significant judgments made by management in applying
the Company's accounting policies and the key sources
of estimation that served for estimates that are bound
up with uncertainty were consistent with those that were
applied in the Annual Financial Statements.
SHEFA GEMS LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(In NIS in thousands)
NOTE 3:- COMPOSITION OF ASSETS FOR DISRIBUTION TO
SHAREHOLDERS
a. Agreement between the Company and its subsidiary for
transfer of ownership in regard to exploration assets
On November 29, 2020 an agreement was signed between
the Company and the subsidiary, in the framework of which
the Company obligated to transfer to the subsidiary the
ownership of all exploration assets by January 1, 2021.
Concurrently, all business operations that are related
to exploration assets, including officers, employees,
agreements, advisors, suppliers, etc. were transferred
to the subsidiary. In addition, it was agreed that, commencing
March 1, 2021, all expenses in regard to operations related
to the exploration assets will belong to the subsidiary.
In accordance with the aforementioned, all exploration
assets were actually transferred, including: the Discovery
permit for the Kishon area, the exploration permit for
the Carmel, the search permit for the Carmel and the
exploration license for Bat Shlomo. We note that this
transfer of ownership received final validation also
from the Mining Inspector and from the Legal Department
of the Energy Ministry as of August 9, 2021. Concurrently,
the transfer includes all the agreements, trademarks,
machinery and professional equipment, goodwill and all
the related information accumulated during exploration
operations performed until now.
Commencing March 1, 2021, the subsidiary started to bear
the operating expenses related to exploratory assets,
as agreed, by loans from interested parties that were
rendered to the subsidiary.
Commencing June 1, 2021 all the professional employees,
(including professional management, but not the Company
directors) ,were transferred for direct employment by
the subsidiary, including the continuity of their rights.
All exploratory operations are performed currently by
the subsidiary using the same professional management
and standards that were utilized beforehand.
As consideration for transfer of the abovementioned assets,
the subsidiary allocated to the Company during the half
years an amount of 201,347,822 Ordinary shares and with
this adjustment the Company now owns 100% of the subsidiary.
As of the date of the financial statements and commencing
with August, the subsidiary's shares that were allocated
to the Company are held in trust, until the process of
new operations will be completed (see Note 4).
b. Impairment of the exploration assets
Further to the Company's intention to transfer its exploration
and evaluation assets to its shareholders, the Company
examined the exploration and evaluation assets for precious
stones to determine whether there are signs that determine
a decrement. In the framework of this examination, the
Company received an evaluation from an independent assessor.
The pitfalls that were confronting the assessor in this
regard included the uncertainty from a regulatory viewpoint,
as well as the uncertainty in regard to the actual market
value of precious stones (including exclusive precious
stones in Israel that as yet do not have an open market),
uncertainty in regard to assets that have not as yet
been determined as a discovery, whether because the exploration
in certain areas has not been completed or whether there
is not complete certainty in regard to their economic
feasibility.
The amount of amortization in regard to exploration assets
was approximately NIS 29 million and is included in other
expenses in the Company's statements of operations.
SHEFA GEMS LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(In NIS in thousands)
NOTE 3:- COMPOSITION OF ASSETS FOR DISRIBUTION TO SHAREHOLDERS
(cont.)
b. Impairment of the exploration assets (cont.)
As of June 30, as a result of the Company's decision to realize
the operations of the exploration assets by a dividend in
kind to its shareholders (see details in Note 4), the Company
showed in its financial statements the abovementioned operations
as operations for distribution to shareholders in accordance
with its fair value, net of sale costs.
c. Composition of assets for distribution to shareholders
For the Period For the Year
of Six Months Ended Ended December
June 30, 31,
2021 2020 2020
--------------------------- --------- ------------------------------
(Unaudited) (Audited)
--------------------------------------- ------------------------------
Cash 3,775
Accounts receivables 113 - -
Discovery and exploration 35,525 - -
assets *
Fixed assets 831 - -
Assets in regard to 1,376 - -
usage rights
--------------------------- --------- ------------------------------
41,620 - -
=========================== ========= ==============================
* Includes inventory of precious stones of approximately
NIS 4 million.
d. Composition of liabilities for distribution to shareholders
For the Period For the Year
of Six Months Ended Ended December
June 30, 31,
2021 2020 2020
---------------------- ----- -----------------
(Unaudited) (Audited)
--------------------------------- -----------------
Suppliers 475 - -
Credit from a bank and
others 979
Accounts payable 531 - -
Loans from interested
parties 5,598
Liability in regard to 1,512 - -
usage rights
Liability in regard to 290 - -
severance pay
---------------------- --------- -----------------
9,385 - -
====================== ========= =================
SHEFA GEMS LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(In NIS in thousands)
NOTE 4:- SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE
On August 9, 2021 the special meeting of the Company shareholders
approved the joint transaction signed between the Company
and a third party (The Shani Group), and accordingly the
Company commenced actualization of the terms of the transaction,
that include:
a. Distribution of the shares of the subsidiary, direct
to the company's shareholders, as a dividend in kind
-
As noted in Note 3a, the subsidiary received all the
exploration assets and the related operations. As consideration,
the subsidiary allocated shares to the Company. As part
of the terms of the joint transaction with the Shani
Group, the subsidiary's shares were transferred to an
agreed agent (Mr. Nathan Druckman, Adv.) in order that
he will handle the distribution of these shares and pro-rate
them accordingly to every shareholder who held shares
of the Company on the determined date, August 10, 2021.
The distribution will be performed by a dividend in kind
subject to and subsequent to approval by the Court in
the framework of a request that will be presented subsequent
to presentation of the financial statements. This distribution
will reduce the Company share capital in the amount of
an additional NIS 35 million.
b. Strategic advancement of the acquisition of new operations
-
Subsequent to distribution of the mining transactions
shares, the Company will become an envelope of cash that
is looking for opportunities to buy, in the field of
technology for the internet and the software. In the
event that this acquisition will be completed, it will
constitute a reverse control, according to the regulations
for listing, and the Company will request that its shares
be reinstated on the official listing and the main market
of the London Stock Exchange. The Company did not identify
at the moment a proper acquisition goal but will emphasize
especially the key growth areas offered by digital services
to clients such as leisure, finance, electronic trade,
gaming. Concurrently, the technologies that disturb,
such as blockchain and Crypto currency. In addition,
the Company is examining potential targets in software.
If the Company will identify a proper target, it will
publicize, in accordance with all the listing regulations,
a prospectus that will contain all the information necessary
to approve the reverse acquisition. As of now, we cannot
guarantee that the Company will be able to identify a
proper acquisition target or that it will be able to
complete any transaction that is foreseen. As a result,
the trade in Company shares at the main market of the
London Stock Exchange for marketable securities might
be nullified.
c. Company's change of name -
The Company will present to the Companies Authority in
Israel a request to change its name from Shefa Gems Ltd.
to "Aleph Beit Progressive Technologies (2021) Ltd."
or to a similar name, as will be approved by the Israeli
Companies Authority. The goal of this name change is
to reflect closely the Company's strategy for development
of its transactions in the fields of Internet technology
and related software.
Subsequent to the name change, the Company will request
from the London stock market to change its trading symbol
(TDIM) from SEFA to ALEPH. Holdings of the shareholders
on the date of the symbol change will not be affected
by the change, although new share certificates will be
issued to the shareholders as a result of the name change
and completion of the proposed joint transaction. The
Company will report in regard to approval of the name
change and the new TIDM being valid.
SHEFA GEMS LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(In NIS in thousands)
NOTE 4:- SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE
(cont.)
d. Increase in registered capital
The Company will present to the Israeli Companies Authority
a request to increase the Company's registered share
capital to 1,000,000,000,000 Ordinary shares, to nullify
the par value of the Ordinary shares and to amend the
Company's charter accordingly.
e. Allocation of shares
The Company will allocate to the Shani Group and other
unrelated parties Ordinary shares at a price of $ 0.0005
(GBP 0.00031) per Ordinary share, for a consideration
in the amount of $ 1,050,000 (GBP 756,000).
For the purpose of this allocation, that will reflect
85% of the issued share capital after allocation and
full dilution, the Company will be requested by the London
Stock Market to publish a prospectus in regard to those
shares. Those allocated shares will be registered for
trade on the main London Stock Market only subsequent
to publication of the prospectus. The Company intends
to advance with the prospectus as soon as possible and
not later than 12 months from the date of approval of
the meeting of shareholders.
During August, the Shani Group transferred half of the
abovementioned amount to the subsidiary.
f. Change in the composition of the Company directors
In accordance with the approval of the meeting, the Company
agreed to and appointed a new chairman of the board of
directors and two directors. The six former directors
resigned, as agreed. One director remained on the job
and the external directors also remained (hereinafter:
"the new directors").
On August 23, 2021, the new directors appointed two external
directors,that will serve on the balance sheet and audit
committees of the Company. In accordance with Section
57 (4) of the Israel Companies Law, 1999, the appointment
of new external directors is dependent on the approval
of the annual meeting of the Company shareholders that
is scheduled for October 2021.
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END
IR WPUACBUPGURU
(END) Dow Jones Newswires
September 30, 2021 04:49 ET (08:49 GMT)
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