TIDMTEK

RNS Number : 6743X

Tekcapital plc

14 August 2018

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

14 August 2018

Tekcapital plc

("Tekcapital", "the Company" or "the Group")

Half Yearly Report

for the period ending 31 May 2018

Tekcapital plc (AIM: TEK) a UK intellectual property (IP) investment group focused on creating marketplace value from university technology announces its results for the six month period ended 31 May 2018.

Financial highlights

   --     Total revenue of US$1,278,413 

o Revenue from services increased by c. 29% to US$639,561 (H1 2017: $495,876(1) ) reflecting continued growth of technology transfer services

o Net increase of US$638,852 in fair value of portfolio companies

-- Profit before tax of US$105,996 compared to profit of US$1,554,796 in H1 2017, with the change primarily due to first-time recognition of fair value of portfolio companies in H1 2017.

   --     Cash balance of US$1,418,889 (30 November 2017:US$1,797,729) and no debt 
   --     Net assets up 35% at 31 May 2018: US$10,746,031 (H1 2017: 7,974,906) 
   --     Net asset per share at 31 May 2018: US$0.25 (H1 2017: US$0.19). 

Operational highlights: Corporate

-- Investment in the Latin America market has resulted in the expansion of Invention Evaluator (IE) sales and business relationships with the following universities and organisations:

o Universidad San Sebastian

o Universidad Mayor

o Fundacion COPEC

o Universidad Adolfo Ibañez

o Andes Pacific Technology Access Hub

o Corfo (Chilean economic development agency)

o Universidad Federico Santa María

o INACAP

o Universidad Santiago de Chile

-- Global expansion of our technology transfer services was aided by the addition of new lines of sales:

o Invention Evaluator has developed a new report at the request of StartUp Chile, the leading startup accelerator in Latin America. Start-Up Chile supports several hundred companies a year, and these reports would assist their start-up companies on an on-going basis. Management believes this new IE report will further strengthen growth in services revenue in future periods.

o Successfully developed and delivered an advanced technology commercialization programme in Santiago, Chile with HUB APTA and the Chilean Biotechnology Association. This programme will provide training services, Invention Evaluator reports and our software apps to our Chilean customers. The programme included participants from 13 Chilean research universities and two other research institutions. The sponsor of this unique programme was the Chilean government Agency CORFO, the main Chilean agency focused on entrepreneurship, innovation and competitiveness. University training programmes represent a new line of service business for Tekcapital, and we are optimistic about delivering more of them in future periods.

-- Tekcapital has recently appointed Michael S Rosen as Managing Director of Academic & Entrepreneurship Training to accelerate the growth of our Latin America business. Mr. Rosen has worked with leading research universities where he has trained university faculty on the creation of start-ups. Previously, he held senior management positions with Fortune 500 companies such as Pfizer, Bristol-Myers Squibb and Searle/Monsanto. Mr. Rosen also spent 12 years as President/CEO of European and U.S. biotech and medical device companies. He is fluent in both Spanish and Portuguese.

Operational highlights: Portfolio Companies

-- Belluscura has reported continued progress with its portable oxygen concentrator (POC) programme. The POC market is currently projected to reach US$1.7b by 2022. Belluscura plans to file a 510(K) application with the US FDA in 2018. Tekcapital's ownership interest in Belluscura is now 8,129,488 shares, representing approximately 33% of the issued share capital.

-- During the reporting period, Belluscura plc completed a private funding round raising gross proceeds of US$1.33 million, by way of a placing (the Belluscura Placing) of a total of 7,388,179 new ordinary shares of GBP0.13p each (the Belluscura Placing Shares). Tekcapital has invested US$250,000 in the private placement and converted loans to Belluscura of US$210,090 to equity. Tekcapital also received a three-year warrant to purchase 1,273,078 new shares in Belluscura at GBP0.13p per share.

-- As announced on 5 February 2018, Belluscura also added a Vice President of Operations, Dr. Paul Bray, PhD. Amongst other duties Dr. Bray is working on the FDA clearance process. To learn more, please visit www.belluscura.com.

-- Lucyd pte ltd ("Lucyd") completed a Token Generation event (TGE) to secure contributions of approximately $6m for the development of augmented reality (AR) smartglasses and execution of its business plan. Lucyd is seeking to introduce a prototype AR product in March 2019. The market for AR is expected to grow to US$36.4b by 2023 according to Greenlight Insights. Lucyd recently announced it has appointed Gina Avila as Global Marketing Manager.

-- Lucyd pte ltd announced on 4 July 2018 that Lucyd Pte Ltd has appointed Dr Ira A. Clement, a licensed optometrist, as a science advisor.

-- Lucyd has filed a new Patent Application No. 16/022,097 to improve the utility of Augmented Reality glasses. The application is directed to smartglasses, with prescription lenses, and methods to control the presentation and display of information related to mobile device tasks that can be performed with these smartglasses.

-- On August 3, 2018 Lucyd launched an eShop to make it easy for anyone to acquire advanced prescription eyewear or smart glasses and to create, share and experience AR content. The eShop is the first online optics store to provide prescription filled, bone conducting, Bluetooth enabled eyeglasses that enable the wearer to answer their phone, listen to music and communicate with Siri(R) or other similar AI apps. To learn more, please visit www.lucyd.co.

-- Salarius has developed a patented process for producing nano-particle edible salt crystals. Independent tests have shown that the use of its edible salt crystals for topical food applications can deliver the same taste but half of the sodium versus traditional salt. The mission of Salarius is to commercialize low-sodium Microsalt to improve the nutritional content of food and the health of individuals worldwide. To achieve this mission, the company is exploring the launch of both a low-sodium table salt and the establishment of a reduced sodium snack brand. The low sodium ingredient market is estimated to reach US$1.76bn by 2025 according to Future Market Insights.(2)

-- Salarius announced on 22 May 2018 that it has also added Eduardo Souchon and Steve McCready to its board of directors, both with relevant Fortune 500 company experience.

-- Victor H. Manzanilla has been appointed as CEO of Salarius as announced on 1 August 2018. Mr Manzanilla has previously served as founder of VHM Global Research, Marketing Director of Office Depot (office products chain with approximately 1,400 stores) and Brand Manager at Procter & Gamble (NYSE: PG) amongst other executive positions. Additionally, Mr Manzanilla has purchased 2.5% of the shares of Salarius through his consulting firm VHM Global Research for $50,000.

Dr. Clifford Gross, Chairman said: 'We are pleased to report successful half-year performance for the Group, which has noted increases in service revenue while achieving important development milestones for the successful commercialization of technologies for three of its portfolio companies. We believe our unique approach of acquiring and commercialising university IP innovations, coupled with providing a range of IP value creation services to universities and corporates, has uniquely positioned us to create market value from university discoveries more efficiently than traditional IP investment companies.'

For further information, please contact:

 
Tekcapital Plc                                Via Walbrook PR 
Clifford M. Gross, Ph.D. 
 
finnCap Ltd (Nominated Adviser and Joint 
 Broker)                                      +44 (0) 20 7220 0500 
Geoff Nash/ Max Bullen-Smith (Corporate 
 Finance) 
Camille Gouchez (ECM) 
Dowgate Capital Stockbrokers (Joint Broker)   +44 (0) 1293 517744 
David Poutney / James Serjeant 
 
Walbrook PR Ltd                               +44 (0) 20 7933 8780 
Paul Cornelius / Helen Cresswell / Sam        tekcapital@walbrookpr.com 
 Allen 
 

Tekcapital plc - The World's Largest University Network for Open Innovation

Tekcapital's objective is to create value from investing in new, university-developed intellectual properties. Additionally, using its proprietary discovery search engine, linked to 4,500+ universities in 160 countries, coupled with expert scientific review, Tekcapital provides a range of IP investment services to make it easy for organisations to find, evaluate and acquire university-developed technology. Tekcapital plc is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in Oxford, in the UK. For more information, please visit www.tekcapital.com.

LEI: 213800GOJTOV19FIFZ85

CHAIRMAN STATEMENT

Summary

Tekcapital is passionate about creating value from university intellectual property ("IP"). During the past half-year we have made good progress.

The Group seeks to create value from its ability to identify and acquire promising new university IP, which management believes is ready to be commercialised, in addition to providing technology transfer investment services. In the first half of 2018, we continued to increase our revenues from services while undertaking significant efforts to improve the value of our portfolio companies.

We delivered the following technology transfer investment services for our corporate and university clients which provided revenue from services of US$639,561 in the period, excluding our portfolio companies and product sales:

Invention Discovery Identify university IP available for license. Our bespoke reports create a pipeline of compelling university IP for potential acquisition or licensing candidates

Invention Evaluator Assess the market potential of new technology. An on-line service providing objective analysis for new IP

Vortechs Group Technology transfer experts for hire. More than a decade of experience in finding the right technology transfer professionals for universities and others, worldwide

IP Search App Global university IP search app. Instantly search worldwide university PCT (Patent Corporate Treaty) applications and patents on your smartphone.

TEK Training Services Foundational training to individuals, professional teams, new tech transfer offices and government agencies to enhance their ability to commercialize university innovations.

These services provide the dual benefit of strengthening our IP supplier network, which we view as a competitive advantage, while generating service revenues to reduce our operating expenses. These services include our original Invention Discovery service, strengthened by two business and product acquisitions and the development of a new search App.

In 2018, the Group has continued systematic offering and geographical expansion, resulting in the increase in service revenue. The Group's investment in new markets, such as Latin American, as well as new offerings including university trainings and IE startup reports provides further growth opportunities. Tekcapital also recently added Michael S Rosen, an executive with relevant experience gathered in Fortune 500 companies, as Managing Director of Academic & Entrepreneurship Training to accelerate growth of our Latin America business. The Group's goal is to continue to expand its current services in Latin America and Europe.

In addition to the above, the Group seeks to create value from its ability to identify and acquire promising new university IP, which management believes is ready to be commercialised. This is achieved through the establishment of portfolio companies coupled with the acquisition of the proprietary IP rights. Our goal as a business is to use our global university network, combined with our science advisory board, to acquire the rights to additional high value intellectual properties. Utilising these properties, we then seek to produce meaningful returns on invested capital that exceed our cost of capital.

Consistent with these objectives, our portfolio companies have developed materially during the reporting period.

We are sincerely appreciative of our dedicated, creative and hardworking team that is continuously striving to enhance the value of Tekcapital and thankful to our shareholders for their interest, patience and support.

Current Trading and Outlook

Having continued to develop and expand Tekcapital's existing business, the Board is confident that continued investment in growth and our portfolio companies remains the right strategy. Further, we believe that we are executing on our strategy and this is likely to result in further increases in returns on invested capital, and profitability in the future. Whilst it is clear that the Company is progressing well we anticipate fluctuations in our net asset values from period to period due to individual portfolio company performance, valuations and changes in market conditions and macro-economic financial conditions.

Because of the quickening pace of innovation, an increasing number of companies are making ever faster and more disruptive use of innovative ideas sourced exogenously. We believe this should result in increased service revenues in the future and enhancement of the combined value of our portfolio companies.

Dr Clifford M Gross

Chairman and CEO

13 August 2018

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 May 2018

 
                                      Notes      Six months           Six months     Year ended 
                                               ended 31 May             ended 31    30 November 
                                                       2018             May 2017           2017 
                                                  Unaudited            Unaudited        Audited 
                                                        US$                  US$            US$ 
 
   Continuing Operations 
 Revenue from services                              639,561              495,876        813,714 
 Revenue from products                                    -              139,453        139,453 
 Net unrealised profit 
  on the revaluation of 
  investments                           8           638,852            2,944,193      6,083,225 
 Profit on derecognition 
  of subsidiaries                                         -              226,656        226,656 
                                             --------------  -------------------  ------------- 
 Total Revenue                                    1,278,413            3,806,178      7,263,048 
 Cost of sales                                    (371,774)            (502,618)      (692,610) 
 Gross Profit                                       906,639            3,303,560      6,570,438 
 Administrative expenses                          (800,643)          (1,748,764)    (2,417,284) 
 Operating Profit/(Loss)                            105,996            1,554,796      4,153,154 
 Finance income                                           -                    -              - 
 Gain/(Loss) before taxation                        105,996            1,554,796      4,153,154 
 Income tax expense                     5           (1,194)              (1,406)        (1,406) 
                                             --------------  ------------------- 
 Gain/(Loss) after taxation                         104,802            1,553,390      4,151,748 
                                             ==============  ===================  ============= 
 
 Other comprehensive income/(loss) 
 Foreign exchange gain/(loss)                      (51,796)              359,983        424,230 
 Total comprehensive income/(loss)                   53,006            1,913,373      4,575,978 
                                             ==============  ===================  ============= 
 
   Gain/(Loss) attributable 
   to: 
  Equity holders of the 
   parent                                           104,802            1,785,585      4,487,533 
  Non-controlling interests                               -            (232,195)      (335,785) 
                                             --------------  -------------------  ------------- 
                                                    104,802            1,553,390      4,151,748 
 Total comprehensive income/(loss) 
  attributable to: 
  Equity holders of the 
   parent                                            53,006            2,041,863      4,808,059 
  Non-controlling interests                               -            (128,490)      (232,081) 
                                             --------------  -------------------  ------------- 
                                                     53,006            1,913,373      4,575,978 
 
 Gain/(Loss) per share                  6 
 Basic earnings per share                             0.002                0.044          0.108 
 Diluted earnings per 
  share                                               0.002                0.043          0.108 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 May 2018

 
                                                         Notes     As at 31          As at 31   As at 30 November 2017 
                                                                   May 2018          May 2017 
                                                                  Unaudited         Unaudited                  Audited 
                                                                        US$               US$                      US$ 
 
 Assets 
 Non-current assets 
 Intangible assets                                         7        838,769           841,727                  838,769 
 Financial assets at fair value through profit and 
  loss                                                     8      8,411,856         4,148,349                7,307,696 
 Property, plant and equipment                                       41,435             4,624                    6,005 
                                                                -----------  ----------------  ----------------------- 
                                                                  9,292,060         4,994,700                8,152,470 
 Current Assets 
 Trade and other receivables                                        345,157           440,711                  963,911 
 Inventory                                                                -                 -                        - 
 Cash and cash equivalents                                        1,418,889         3,135,803                1,797,729 
                                                                -----------  ----------------  ----------------------- 
                                                                  1,764,046         3,576,514                2,761,640 
 
 Total Assets                                                    11,056,106         8,571,214               10,914,110 
                                                                ===========  ================  ======================= 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                                           309,575           595,808                  237,649 
 Current income tax liabilities                                         500               500                      500 
 Loans and borrowings                                                     -                 -                        - 
                                                                -----------  ----------------  ----------------------- 
 Total liabilities                                                  310,075           596,308                  238,149 
 
   Net Assets                                                    10,746,031         7,974,906               10,675,961 
 Equity 
 Share capital                                             9        264,221           264,221                  264,221 
 Share premium                                             9      9,271,098         9,271,098                9,271,098 
 Retained earnings                                                1,053,692       (1,704,982)                  931,826 
 Translation reserve                                                229,189           216,738                  280,985 
 Merger reserve                                                    (72,169)          (72,169)                 (72,169) 
 Total equity attributable to equity holders of the 
  parent                                                         10,746,031         7,974,906               10,675,961 
 Non-controlling interests                                                -                 -                        - 
 
 Total Equity and Liabilities                                    11,056,106         8,571,214               10,914,110 
                                                                ===========  ================  ======================= 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 May 2018

 
     Attributable to equity holders of the parent 
    --------------------------------------------- 
 
 
                       Share       Share   Translation     Merger      Retained        Total   Non-controlling        Total 
                     capital     Premium       Reserve    Reserve      Earnings                       interest       Equity 
                         US$         US$           US$        US$           US$          US$               US$          US$ 
 Unaudited 
 Balance at 1 
  December 2017      264,221   9,271,098       280,985   (72,169)       931,826   10,675,961                 -   10,675,961 
 Comprehensive 
 income 
 Profit for the 
  period                   -           -             -          -       104,802      104,802                 -      104,802 
 Other 
  comprehensive 
  income                   -           -      (51,796)          -             -     (51,796)                 -     (51,796) 
 Share based 
  payments                 -           -             -          -        17,064       17,064                 -       17,064 
 Issue of                  -           -             -          -             -            -                 -            - 
 ordinary shares 
 Warrants                  -           -             -          -             -            -                 -            - 
 exercised 
 Balance at 31 May 
  2018               264,221   9,271,098       229,189   (72,169)     1,053,692   10,746,031                 -   10,746,031 
                    ========  ==========  ============  =========  ============  ===========  ================  =========== 
 
 Unaudited 
 Balance at 1 
  December 2016      228,052   6,377,383      (39,540)   (72,169)   (3,778,052)    2,715,674           421,400    3,137,074 
 Comprehensive 
 income 
 Profit for the 
  period                   -           -             -          -     1,785,585    1,785,585         (232,195)    1,553,390 
 Other 
  comprehensive 
  income                   -           -       256,278          -             -      256,278           103,705      359,983 
 Share based 
  payments                 -           -             -          -        31,868       31,868                 -       31,868 
 Issue of ordinary 
  shares              34,879   2,814,385             -          -             -    2,849,264                 -    2,849,264 
 Warrants 
  exercised            1,290      79,330             -          -             -       80,620                 -       80,620 
 New funds into 
  non-controlling 
  interest                 -           -             -          -             -            -           323,300      323,300 
 (Loss)/Gain 
  arising from 
  change in 
  non-controlling 
  interest                 -           -             -          -       255,617      255,617         (255,617)            - 
 Elimination of 
  NCI as a result 
  of change in the 
  accounting 
  policy                   -           -             -          -             -            -         (360,593)    (360,593) 
                    --------  ----------  ------------  ---------  ------------  -----------  ----------------  ----------- 
 Balance at 31 May 
  2017               264,221   9,271,098       216,738   (72,169)   (1,704,982)    7,974,906                 -    7,974,906 
                    ========  ==========  ============  =========  ============  ===========  ================  =========== 
 
 
                       Share       Share   Translation     Merger    Retained Earnings        Total   Non-controlling        Total 
                     capital     Premium       Reserve    Reserve                                            interest       Equity 
                         US$         US$           US$        US$                  US$          US$               US$          US$ 
   Audited 
 Balance at 30 
  November 2016      228,052   6,377,383      (39,540)   (72,169)          (3,778,052)    2,715,674           421,400    3,137,074 
 Share issue          34,879   3,017,010                                                  3,051,889                      3,051,889 
 Cost of share 
  issue                    -   (202,625)             -          -                    -    (202,625)                 -    (202,625) 
 Gain/(loss) for 
  the year                 -           -             -          -            4,487,533    4,487,533         (335,785)    4,151,748 
 Other 
  comprehensive 
  income                   -           -       320,525          -                    -      320,525           103,705      424,230 
 Share based 
  payments                 -           -             -          -               70,318       70,318                 -       70,318 
 Warrants 
  exercised            1,290      79,330             -          -                    -       80,620                 -       80,620 
 New funds into 
  non-controlling 
  interest                 -           -             -          -                    -            -           323,300      323,300 
 Gain/(loss) 
  arising from 
  change in NCI            -           -             -          -              152,026      152,026         (152,026)            - 
 Derecognition of 
  NCI as a result 
  of change in the 
  accounting 
  policy                   -           -             -          -                    -            -         (360,593)    (360,593) 
                    --------  ----------  ------------  ---------  -------------------  -----------  ----------------  ----------- 
 Balance at 30 
  November 2017      264,221   9,271,098       280,985   (72,169)              931,826   10,675,961                 -   10,675,961 
                    --------  ----------  ------------  ---------  -------------------  -----------  ----------------  ----------- 
 

Share capital represents the amount subscribed for share capital at nominal value.

Share premium represents the amount subscribed for share capital in excess of nominal value and net of any directly attributable issue costs.

The merger reserve arose on the share for share exchange undertaken by the Company with Tekcapital Europe Limited on 18 February 2014.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 31 May 2018

 
                                                             Six months     Six months       For the 
                                                                  ended          ended    year ended 
   Group                                 Note               31 May 2018         31 May        30 Nov 
                                                                                  2017          2017 
                                                                   US $           US $          US $ 
------------------------------------  --------  -----------------------  -------------  ------------ 
 Cash flows from operating 
  activities 
 Cash used in operations                                      (345,397)    (1,363,134)   (2,739,179) 
 Taxation paid                                                  (1,994)        (1,406)       (2,206) 
 
 Net cash used in operating 
  activities                                                  (347,391)    (1,364,540)   (2,741,385) 
----------------------------------------------  -----------------------  -------------  ------------ 
 
 Cash flows from investing 
  activities 
 Deemed disposal of subsidiary, 
  net of cash acquired                                                -      (596,176)     (596,176) 
 Purchases of property, plant 
  and equipment                                                (44,558)        (3,733)      (15,755) 
 Purchases of intangible assets                                       -       (43,132)      (43,277) 
 Interest received                                                    -              -             - 
 
 Net cash used in investing 
  activities                                                   (44,558)      (643,041)     (655,208) 
 
 Cash flows from financing 
  activities 
 Proceeds from issuance of 
  ordinary shares                                                     -      3,051,889     3,051,889 
 Costs of raising finance                                             -      (202,625)     (202,625) 
 Proceeds from the exercise 
  of warrants                                                         -         80,620        80,620 
 Cash from non-controlling 
  interest                                                            -        323,300       323,300 
 
 Net cash from financing activities                                   -      3,253,184     3,253,184 
----------------------------------------------  -----------------------  -------------  ------------ 
 
 Net (decrease)/increase in 
  cash and cash equivalents                                   (391,950)      1,245,603     (143,410) 
 Cash and cash equivalents 
  at beginning of year                                        1,797,729      1,839,603     1,839,603 
 Exchange gain/(loss) on cash 
  and cash equivalents                                           13,110         50,597     (101,536) 
 
 Cash and cash equivalents 
  at end of year                                              1,418,889      3,135,803     1,797,729 
----------------------------------------------  -----------------------  -------------  ------------ 
 
 

Notes to the financial information

   1.    General information 

Tekcapital PLC is a company incorporated in England and Wales and domiciled in the UK. The address of the registered office is 12 New Fetter Lane, London, United Kingdom, EC4A 1JP. The Company is a public limited company, which is listed on the AIM market of the London Stock Exchange in 2014.

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

   2.    Basis of preparation 

The financial information for the six months ended 31 May 2018 set out in this interim financial information is unaudited and does not constitute statutory financial statements.

The interim condensed financial information has been presented in US Dollars ("$").

   3.    Accounting policies 

3.1 Statement of compliance

The accounting policies applied by the Group in these unaudited half year results are consistent with those applied in the annual financial statements for the year ended 30 November 2017.

The financial statements of Tekcapital PLC Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4 of the FY 2017 accounts. The estimates have not changed since then other than addition of the new estimates related to valuation of Salarius Ltd as disclosed in Note 8, including relevant sensitivity analysis.

   4.    Going concern 

The Group meets its day to day working capital requirements through its service offerings, bank facilities and monies raised in follow-on offerings. The Group's forecasts and projections indicate that the Group has sufficient cash reserves to operate within the level of its current facilities, if the group forecasts are not achieved the Directors are confident that additional funds could be raised through equity issues if required. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

The Company therefore continues to adopt the going concern basis in preparing both its consolidated financial statements and for its own financial statements.

   5.    Taxation 

Immaterial charge of $1,194 has arisen in the six-month period ended 31 May 2018 (31 May 2017: $1,406).

   6.    Earnings per share 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period.

Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the sum of weighted average number of (1) Ordinary Shares outstanding during the period and (2) Ordinary Shares to be issued assuming exercise of outstanding stock options with intrinsic value above $0 at 31 May 2018.

 
                                                  Six months            Six months   Year ended 30 November 2017 
                                           ended 31 May 2018     ended 31 May 2017 
                                                         US$                   US$                           US$ 
 
 Profits/(Losses) attributable to 
  equity holders of the Company                      104,802             1,785,585                     4,487,533 
 
 Weighted average number of Ordinary 
 Shares in issue: 
 
 Basic                                            42,654,707            41,001,118                    41,512,012 
 Diluted                                          42,654,707            41,264,580                    41,718,262 
 
 Basic profit (loss) per share ($)                     0.002                 0.044                         0.108 
 Diluted profit (loss) per share ($)                   0.002                 0.043                         0.108 
 
 
   7.    Intangible Assets 
 
                                                        Purchased intangible assets 
                                             ------------------------------------------------- 
                                                   Website   Vortechs    Invention 
                                   Licenses    development       US $    Evaluator       Total 
                                       US $           US $                    US $        US $ 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 Costs 
 At 1 December 2016                 621,871         26,002    500,000      333,815   1,481,688 
 Additions                           35,973              -          -        7,159      43,132 
 Disposals                        (657,989)                                          (657,989) 
 At 31 May 2017                           -         26,002    500,000      340,974     866,976 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 At 1 December 2016                 621,871         26,002    500,000      333,815   1,481,688 
 Additions                           36,118              -          -        7,159      43,277 
 Disposals                        (657,989)                                (2,205)   (660,194) 
 Exchange difference                      -          2,119          -            -       2,119 
 
 At 30 November 2017                      -         28,121    500,000      338,769     866,890 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
   Additions                              -              -          -            -           - 
 
 At 31 May 2018                           -         28,121    500,000      338,769     866,890 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 Accumulated amortisation 
  and impairment 
 At 1 December 2016                (51,781)       (20,149)          -            -    (71,930) 
 Amortisation for the 
  period                           (20,955)        (4,370)          -            -    (25,325) 
 De-recognition due 
  to the change in the 
  accounting policy                  72,736              -          -            -      72,736 
 Exchange difference                      -          (730)          -            -       (730) 
 
 At 31 May 2017                           -       (25,249)          -            -    (25,249) 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 As 1 December 2016                (51,781)       (20,149)          -            -    (71,930) 
 Amortisation for the 
  period                           (20,955)        (5,994)          -            -    (26,949) 
 Disposals                           72,736                                             72,736 
 Foreign currency translation             -        (1,978)          -            -     (1,978) 
 
 At 30 November 2017                      -       (28,121)          -            -    (28,121) 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 Amortisation for the                     -              -          -            -           - 
  period 
 De-recognition due                       -              -          -            -           - 
  to the change in the 
  accounting policy 
 Foreign currency translation             -              -          -            -           - 
 
 At 31 May 2018                           -       (28,121)          -            -    (28,121) 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 Net book value 
 At 31 May 2017                           -            753    500,000      340,974     841,727 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 At 30 November 2017                      -              -    500,000      338,769     838,769 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 At 31 May 2018                           -              -    500,000      338,769     838,769 
------------------------------  -----------  -------------  ---------  -----------  ---------- 
 
 
   8.    Financial Assets at Fair Value through Profit or Loss 

Group's investments in portfolio companies are listed below and classified as equity instruments. The principal place of business for portfolio companies listed below is England and Wales.

 
 
                                                                        31 May   1 December   Additions      Exchange     Fair value      31 May 
                                                                          2017         2017                difference    gain/(loss)        2018 
                                                                          US $         US $        US $          US $           US $        US $ 
 Lucyd Ltd                                                             183,030    6,023,955       3,766      (11,617)    (1,339,359)   4,676,745 
 Belluscura 
  Limited                                                            3,676,123      981,762     460,090      (29,351)        (6,913)   1,405,588 
 Salarius Ltd                                                           14,650       15,128           -         (253)      1,985,125   2,000,000 
 Non Invasive 
  Glucose Tek 
  Limited                                                               24,657       24,199           -         (402)              -      23,797 
 Smart Food 
  Tek Limited                                                           47,365       44,167         320         (738)              -      43,749 
 eGravitas Limited                                                     150,024      154,535      12,873       (2,390)              -     165,018 
 Frigidus Ltd                                                           52,500       52,968           -         (766)              -      52,202 
 eSoma Limited                                                               -       10,983      11,914             -              -      22,897 
 Guidant Limited                                                             -            -      21,860             -              -      21,860 
 Total Balance                                                       4,148,349    7,307,696     510,823      (45,517)        638,853   8,411,856 
------------------------------------------------------------------  ----------  -----------  ----------  ------------  -------------  ---------- 
 
 

The valuation techniques used fall under, Level 2 - Observable techniques, other than quoted prices, and Level 3- Other techniques as defined by IFRS 13. There has been no transfer between levels during the period. Fair value measurement hierarchy for financial assets as at 31 May 2018:

 
 
                        Date of Valuation                  Significant      Significant 
                                                            observable     unobservable 
                                                         inputs (Level    inputs (Level 
                                                Total               2)               3) 
                                                 US $             US $             US $ 
 Salarius Ltd                 31 May 2018   2,000,000                -        2,000,000 
 Belluscura Limited           31 May 2018   1,405,588        1,405,588                - 
 Lucyd and others             31 May 2018   5,006,268                -        5,006,268 
 Total Balance                              8,411,856        1,405,588        7,006,268 
-----------------------------------------  ----------  ---------------  --------------- 
 

Lucyd Ltd

In accordance with the Group's policy, fair value of Lucyd Limited as of 31 May 2018 was determined by an external, qualified valuation expert. The fair value of Lucyd Limited of $4.7m was determined based on valuation methodology used in the 30 November 2017 valuation and resulted in fair value loss of (US$1,339,359). This movement is attributed primarily due to volatility of crypto-currencies (Ethereum and Bitcoin) in which the Lucyd Pte is holding the majority of funds held.

Belluscura Ltd

During the reporting period, Belluscura plc completed a private funding round raising gross proceeds of US$1.33 million, by way of a placing (the Belluscura Placing) of a total of 7,388,179 new ordinary shares of GBP0.13p each (the Belluscura Placing Shares). Tekcapital has invested US$250,000 in the private placement and converted loans to Belluscura of US$210,090 to equity. Tekcapital also received a three- year warrant to purchase 1,273,078 new shares in Belluscura at GBP0.13p per share.

Considering Belluscura's valuation as of 30 November 2017 was based on the most recent funding round share price of GBP0.13p, no material adjustments to the fair value as of 31 May 2018 were made. Similarly, given the warrant was granted at GBP0.13p, the most recent placement price, the management considered the fair value of the warrant to be immaterial.

Salarius Ltd

Based on commercialisation advancements as of 31 May 2018, an external valuation of Salarius Ltd was prepared valuing Group's stake at US$2,000,000. The valuation was based on the IP and supported with following assumptions:

-- The projected size of the sodium-reduction ingredient market in 2025. Future Market Insights, a substantial and respected market research firm, projects the global market for such ingredients to have revenue of US$1.8bn at that time. The US market is projected to be 32% of the global market, being US$562m. The snack food sector is projected to be 26.9% of the US market, being $151m.

-- The Salarius board's forecast assuming penetration of between 1% and 5% of that market by 2025, based on a number of factors:

o Microsalt is a unique product substantially in advance of alternative, developed, and tested in terms of market acceptability and ready to market;

o The protection given to the product by its US patent, which effectively gives Salarius a barrier to entry in the US for 11 more years;

o The strength and experience of the management team, whose proven expertise is in the exact areas required to bring the product to market and build the brand;

o There are no foreseeable manufacturing barriers in the commercialisation process. Manufacturing will be outsourced, and it can be clearly foreseen that this is deliverable;

o Other foreseeable challenges for management to deliver successful commercialisation appear to be well within the abilities of management to handle.

-- Salarius's forecast of its turnover in 2025 is US$1.51m. This is equivalent to the lowest end of the market penetration range quoted above, i.e. 1%.

-- A multiple of 2.8 has been applied to forecast 2025 turnover to give a valuation at that point of US$4.2m

-- The 2025 valuation of Salarius has then been discounted back to a present value using a conservative cost of capital of 10%. That discounted value is US$2.1m, which has been rounded down to US$2.0m.

-- The valuation of US$2.0m has been further validated by the share acquisition in July 2018, where as a result of conditions existing as of 31 May 2018, price of US$50,000 was agreed upon for the sale of 2.5% stake in Salarius, albeit a related party.

Given early stage of commercialisation, fair value of remaining portfolio companies was recorded based on the cost of acquired IP, as their carrying amounts represent a reasonable approximation of fair value.

Other investments (Nil Gain / Nil loss)

Under level 3 unobservable inputs. In the absence of observable inputs the directors have considered the entities own data to determine the fair value, which equates to the original funds invested. They do not consider that any other available information would materially change or give a more reliable representation of the value.

This is the only category of financial instruments measured and re-measured at fair value.

Description of significant unobservable inputs to valuation:

The significant unobservable input used in the fair value measurements categorised within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at 31 May 2018 are shown as below:

 
 
            Valuation       Significant       Estimate      Sensitivity of the input 
             Technique      unobservable       applied            to fair value 
                                input 
 Lucyd      Net Asset    Discount to          66%        10% increase to the discount 
                          Treasury tokens                 factor would decrease 
                                                          the Lucyd valuation by 
                                                          $850,000, a 10% reduction 
                                                          in the discount factor 
                                                          would increase the Lucyd 
                                                          valuation by $850,000 
                         Bonus Share          15%        A 10% increase to the 
                                                          bonus shares would decrease 
                                                          the Lucyd value by $340,000, 
                                                          a 10% decrease would increase 
                                                          the Lucyd value by $340,000. 
 Salarius   Market       Revenue multiple     2.8        A 10% increase in the 
             approach,                                    multiple would increase 
             revenue                                      the Salarius value by 
             multiple                                     $217,000, a decrease in 
                                                          the multiple by 10% would 
                                                          decreased the Salarius 
                                                          value by $217,000 
                         Discount factor      10%        A 5% increase in the discount 
                                                          factor would decrease 
                                                          the Salarius value by 
                                                          $580,000, a 5% decrease 
                                                          in the discount factor 
                                                          would increase the value 
                                                          by $850,000 
                         Market penetration   1%         A 1% increase in the market 
                          %                               penetration estimate would 
                                                          increase the Salarius 
                                                          valuation by $2,000,000, 
                                                          a 1% decrease in the market 
                                                          penetration estimate would 
                                                          decrease the value by 
                                                          $2,000,000. 
 
   No sensitivities have been included on the other investments 
   as their fair value equate to cost. 
 
   9.    Share Capital 

The Company's ordinary shares are of GBP0.004 par value.

All of the Company's issued ordinary shares have full voting, dividend and capital distribution (including winding up) rights; they do not confer any rights of redemption. The Company does not hold any ordinary shares in treasury.

 
 
 Issued and fully paid                          Shares     Share capital   Share premium 
                                                Number          US$             US$ 
 Ordinary shares of GBP0.004 each 
 
 At 1 December 2016                           35,421,207         228,052       6,377,383 
 Shares issued in further public offering      6,968,500          34,879       2,814,385 
 Shares issued on exercise of warrants           265,000           1,290          79,330 
 
 As at 31 May 2017                            42,654,707         264,221       9,271,098 
                                             ===========  ==============  ============== 
 
 At 1 December 2016                           35,421,207         228,052       6,377,383 
 Shares issued in further public offering      6,968,500          34,879       2,814,385 
 Shares issued on exercise of warrants           265,000           1,290          79,330 
 
 As at 30 November 2017                       42,654,707         264,221       9,271,098 
                                             ===========  ==============  ============== 
 
 Shares issued in further public offering              -               -               - 
 Shares issued on exercise of warrants                 -               -               - 
 
 As at 31 May 2018                            42,654,707         264,221       9,271,098 
                                             ===========  ==============  ============== 
 

10. Related party transactions

The Group has taken advantage of the exemption in IAS 24 "related parties" not to disclose transactions with other Group companies. During the period the Group did not employ any services of non-Group companies meeting the definition of related parties.

11. Interim results

The interim results for the six months ended 31 May 2018 will not be sent to shareholders but will be available from the Company's website at http://tekcapital.com/investors/.

- Ends -

1 Excluding Belluscura's sales from products deconsolidated as of May 1, 2017 as a result of the recognition of Group's portfolio companies at fair value.

2 https://www.fooddive.com/press-release/20151102-sodium-reduction-ingredient-market-revenue-is-expected-to-reach-us-17584/)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR PJMLTMBMBBFP

(END) Dow Jones Newswires

August 14, 2018 02:00 ET (06:00 GMT)

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