TIDMBION
RNS Number : 6418I
Bion PLC
19 April 2022
19 April 2022
BiON plc
("BiON" or the "Company" or, together with BiON Ventures Sdn
Bhd, the "Group")
Interim Results and Directorate Change
BiON (AIM: BION) announces its interim results for the six
months ended 30 June 2021.
Financial Summary
-- Revenue was RM0.6m (H1 2020: RM27.2m)
-- Gross loss was RM3.6m (H1 2020: RM0.7m profit)
-- Operating loss was RM8.4m (H1 2020: RM2.8m)
-- Loss before tax was RM9.4m (H1 2020: RM2.7m)
-- Cash and cash equivalents at 30 June 2021 was RM1.0m (31 December 2020: RM2.3m)
-- Post period, on 19 April 2022, the operating entity of the
Group, BiON Ventures Sdn Bhd ("BVSB"), was sold for a nominal sum,
being GBP1
Post-period Events
-- As announced earlier today, the Company has disposed of its operating entity, BVSB
-- Accordingly, the Company has become an AIM Rule 15 cash shell
-- The Company is now focused on making an acquisition that
constitutes a reverse takeover under AIM Rule 14 on or before the
date falling six months from completion of the disposal of BVSB
-- As also announced today, with immediate effect, Dato' Dr. Ir.
Ts. Mohd Abdul Karim Abdullah, former Chairman, has resigned from
the Board; Aditya Chathli has assumed the role of Interim Chairman;
Datuk Syed Nazim bin Syed Faisal (formerly CEO) has become a
Non-executive Director; and Malcolm Groat has joined the Board as
an Independent Non-executive Director
Directorate Change
Further to the announcement of 31 March 2022, the Company is
pleased to confirm the appointment of Maurice James Malcolm Groat
(known as Malcolm Groat), aged 61, as an Independent Non-executive
Director of the Company with immediate effect.
Malcolm is a Chartered Accountant (FCA) and MBA graduate who has
worked for many years as a consultant to companies in the
technology, natural resources and general commerce sectors.
Following an early career with PwC in London, he held CFO, COO and
CEO roles in international businesses. Since 2005, Malcolm has
served in non-executive director or chairman positions primarily
with growth businesses traded on AIM but also with larger bodies
such as Baronsmead Second Venture Trust plc. He is currently
chairman of TomCo Energy Plc and of Harland & Wolff Group
Holdings plc, both AIM-traded companies.
Malcolm has held the following directorships and/or partnerships
over the last five years:
Current Past
Auric Global Ltd Auric Global Pte. Limited
Baronsmead Second Venture Trust Baronsmead VCT 4 PLC
PLC
daVictus PLC Corps of Commissionaires Management
Limited
GS Fintech Ltd Corps Security
GS Technologies Ltd London Mining P.L.C.
Harland & Wolff Group Holdings Mr Lee's Pure Foods Co. Ltd
PLC
Infrastrata PLC NKCell Plus PLC
Inven PLC Tekcapital Europe Limited
Lucyde Pte. Ltd Tekcapital PLC
Maritime House Limited Vale International Group
TomCo Energy PLC West Coast Land Ltd
Zaim Credit Systems PLC
Malcolm does not currently own any securities in the
Company.
London Mining P.L.C. borrowed approximately $500m to develop its
iron ore mine in Sierra Leone. In 2014, the company was unable to
service this debt because of, amongst other matters, the Ebola
disaster in Sierra Leone and a steep drop in global commodity
prices. Malcolm was a director on 16 October 2014 when London
Mining P.L.C. went into administration. Secured creditors were paid
approximately $1.1m in October 2016, and unsecured creditors
received $154k in April 2017. London Mining plc was liquidated on
30 July 2017.
Malcolm was a director of Baronsmead VCT 4 PLC at the time it
went into members voluntary liquidation on 11 March 2016.
Declaration of solvency was filed on Companies House on 17 March
2016. The company was subsequently dissolved following voluntary
liquidation on 19.07.2018.
There are no other matters required to be disclosed pursuant to
paragraph (g) of Schedule Two to the AIM Rules for Companies as
regards Malcolm's appointment.
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU which is part of domestic UK
law pursuant to the Market Abuse (Amendment) (EU Exit) regulations
(SI 2019/310).
Enquiries:
BiON plc
+44 20 7618
c/o Luther Pendragon 9100
Beaumont Cornish Limited (Nominated Adviser)
+44 20 7628
Roland Cornish, Felicity Geidt 3396
Optiva Securities Limited (Joint Broker)
+44 20 3137
Vishal Balasingham 1903
VSA Capital Limited (Joint Broker)
+44 20 3005
Andrew Raca, Maciek Szymanski (Corporate Finance) 5000
Andrew Monk (Corporate Broking)
Luther Pendragon (Financial PR Adviser)
+44 20 7618
Claire Norbury 9100
Overview
As further detailed in the Company's annual results for the year
ended 31 December 2020, also announced today, the COVID-19 pandemic
severely disrupted the Group's course of business and supply chain.
In particular, in Malaysia, the restrictions imposed by the
government on the movement of people were far more severe than
those experienced in the UK, for example. This significantly
impeded the Group's ability to progress its operations and
compounded the financial constraints that the Group was
experiencing.
With the operational and financial difficulties continuing post
period, and given the liabilities within the operating business,
the Board decided that it was in the best interest of shareholders
to sell its operating business for a nominal sum but without any
future recourse or liability to BiON plc, which was approved by
shareholders at a general meeting held earlier today, 19 April
2022. Accordingly, and as discussed further below, the Company is
now an AIM Rule 15 cash shell.
Operational Review
Engineering, Procurement, Construction and Commissioning
("EPCC") - discontinued activity post period following BVSB
disposal
The Group did not undertake any EPCC work during the first half
of 2021. The Group experienced difficulties in collecting revenue
for the EPCC projects that it provided in the prior year, which
impeded its ability to pay its suppliers thereby impacting its
debtor position. Accordingly, management decided to pause its
pursuit of further EPCC contracts in order to limit the Group's
risk exposure at a time when the market was suffering from the
prolonged impact of COVID-19 as well as when the Group was unable
to access funding to support new projects. As such, the Group has
not generated revenue from EPCC contracts subsequent to 2020.
Power Sales - discontinued activity post period following BVSB
disposal
Biogas Power Plants
A summary of the developments with the Group's biogas power
plants during the first half of 2021 is as follows:
-- Seberang Perak (2MW) was awarded the Commercial Operation
Date ("COD") in May 2021, enabling it to export electricity to
Tenaga National Berhad ("TNB") electricity grid at the full
Feed-in-Tariff ("FiT") rate. Post period, in September 2021, it
received the letter of approval from Sustainable Energy Development
Authority ("SEDA"), which enabled the Group to recognise the
revenue generated from power sales (including receiving payment for
revenue that had been accrued to date). Accordingly, from May 2021,
Seberang Perak has been exporting 1MW to TNB - with the reduction
compared with the plant's 2MW capacity being due to an insufficient
supply of palm oil mill effluent ("POME") feedstock.
-- Malpom (2MW) generated some power during the period, however
early in 2021, power sales were temporarily ceased due to engine
downtime and scheduled maintenance while upgrading works continued.
In addition, post period, since July 2021, the plant has been
unable to generate power as a fire incident at the neighbouring
palm oil mill that supplies the POME feedstock to Malpom forced the
plant to shut down. While the mill resumed operations in March
2022, the Group was unable to recommence power production as it did
not have the financing available that is required for the process
to re-start the plant after a prolonged period of downtime.
-- Nasaruddin (1MW) continued to await the granting of an
Initial Operation Date ("IOD") to enable it to commence supplying
power to TNB at an initial reduced FiT rate. The granting of an IOD
requires a site visit from TNB, which was further delayed due to
the Malaysian government restrictions on travel and also, post
period, a shutdown at the neighbouring mill for maintenance work
from December 2021 to mid-January 2022. The visit from the
regulators is currently expected to take place by the end of April
2022, however, BVSB requires additional funding to be able to
progress its operations at Nasaruddin.
-- Kahang (2MW) recommenced operations in January 2021, but due
to the prolonged period of shutdown for upgrading works, it was
required to undergo a 'Re-IOD' process to be able to export power
to TNB. This did not occur as a result of the government
restrictions on travel preventing the regulatory visit and then a
visit scheduled for December 2021 needing to be postponed due to an
outbreak of COVID-19 among employees at the site. An initial visit
occurred in March 2022 and BVSB is awaiting a subsequent visit to
complete the re-IOD process.
In addition, post period, in July 2021, the Group entered into
an agreement regarding a 3MW waste-to-energy biogas power plant in
Aceh, Tamiang, Indonesia whereby it would provide EPCC services and
then receive a shareholding in the plant upon completion. However,
due to the financial constraints of the Group and the other parties
involved, progress was impeded, with RM10m being required to
complete the project. The Group nor the other parties had access to
this funding.
Financial Review
Revenue for the six months ended 30 June 2021 was RM0.6m (H1
2020: RM27.2m), which was generated from the sale of electricity
from the Group's biogas power plants. Gross loss was RM3.6m (H1
2020: RM0.7m profit), which reflects the low revenue.
Operating loss for the period was RM8.4m (H1 2020: RM2.8m),
which reflects the reduced revenue. Net finance costs were RM1.0m
resulting in loss before tax of RM9.4m (H1 2020: RM2.7m).
On a consolidated basis, basic loss per share for the period was
RM0.022 (H1 2020: RM0.006) based on the weighted number of ordinary
shares.
Cash and cash equivalents at 30 June 2021 were RM1.0m (31
December 2020: RM2.3m).
Post period, as announced on 31 March 2022, the Company has
conditionally raised GBP1m before expenses via the placing of new
ordinary shares (the "Proposed Placing"). The Proposed Placing
remains conditional on the resumption of trading in the Company's
ordinary shares on AIM, which is expected to occur at 8.00am BST on
20 April 2022. The net proceeds of the Proposed Placing, following
the settlement of outstanding creditors, are estimated at about
GBP600,000.
Going concern
The Group made a loss for the six months ended 30 June 2021 of
RM9.5m (H1 2020: RM2.5m) and recorded a net cash outflow from
operating activities of RM4.5m (H1 2020: inflow of RM8.0m). At the
reporting date, the Group held cash and cash equivalents of RM1.0m
(30 June 2020: RM0.3m) and had current liabilities of RM119.4m (30
June 2020: RM74.9m) and was in a net liability position of
RM71.2m.
In addition, the Group's indebtedness had hitherto been
guaranteed by the major shareholder, Serba Dinamik. However, they
are no longer in a position to do so and that required a long-term
refinancing of the debt.
This resulted in the delay in the publication of the audited
accounts for the year ended 31 December 2020 (the "Accounts") and
the unaudited interim results for the period ended 30 June 2021
(the "Interims") while the Company sought a solution to provide a
stable financial operating basis that would support its listing and
therefore enable the Accounts and Interims to be published.
Accordingly, the Company's ordinary shares were suspended from
trading on AIM on 1 October 2021.
Throughout the period from suspension, the Company engaged with
various parties with a view to injecting new resources into the
existing business. However, despite pursuing a number of options,
ultimately, this was not achieved, and the Board concluded that,
given the liabilities within the operating business, the unpaid
debtors and the operational issues and need for future financing to
re-establish its business, the best outcome that could be achieved
for its stakeholders would be to sell its operating business (BiON
Ventures Sdn Bhd ("BVSB")) for a nominal sum but without any future
recourse or liability to BiON plc. This sale was approved by the
shareholders on 19 April 2022 (see note 29).
On completion of the disposal of BVSB, BiON plc ceased to own,
control or conduct all or substantially all, of its existing
trading business, activities or assets. Thus, BiON plc has become
an AIM Rule 15 cash shell company. Its strategy is to acquire a
business that is seeking an AIM quoted platform via a reverse
takeover. The Directors intend to consider opportunities in a
number of sectors and will focus on an acquisition that can create
value for shareholders in the form of capital growth and/or
dividends.
The definition of a going concern is that of "any entity unless
its management intends to liquidate the entity or to cease trading,
or has no realistic alternative to liquidation or cessation of
operations". The Directors have taken the decision to cease trading
through the disposal of all subsidiaries of the Company and, as
such, have prepared the financial statements on a basis other than
a going concern. The financial statements have been prepared on a
basis that takes into account the likely realisation of assets and
liabilities, but which does not take into account any liabilities
to which the Company was not committed to as at 30 June 2021; for
the purposes of these financial statements, this shall be referred
to as a "realisation basis of preparation". Assets have not been
revalued upwards in cases where the potential realisation of assets
might be greater than the value held within the financial
statements, nor have write downs been made to assets or liabilities
recognised which have arisen as a result of events which have
occurred subsequent to 30 June 2021. The Directors do not consider
that the realisation basis of preparation has given rise to any
material differences compared to the financial statements being
prepared on a going concern basis.
Outlook and AIM Rule 15 Cash Shell
Following the disposal of its operating business (BVSB), the
Company has become an AIM Rule 15 cash shell. The Company's
strategy is to acquire a business that is seeking an AIM quoted
platform via a reverse takeover. The Directors intend to consider
opportunities in a number of sectors and will focus on an
acquisition that can create value for shareholders in the form of
capital growth and/or dividends.
As an AIM Rule 15 cash shell, the Company is required to make an
acquisition or acquisitions which constitutes a reverse takeover
under AIM Rule 14 on or before the date falling six months from
completion of the disposal of BVSB or be re-admitted to trading on
AIM as an investing company under the AIM Rules (which requires the
raising of at least GBP6m), failing which the Company's ordinary
shares would then be suspended from trading on AIM pursuant to AIM
Rule 40. Admission to trading on AIM would be cancelled six months
from the date of suspension should the Company fail to complete an
acquisition or acquisitions which constitutes a reverse takeover
under AIM Rule 14 during that period.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
ASSETS Note RM'000 RM'000 RM'000
NON-CURRENT ASSETS
Intangible assets 9 694 749 722
Property, plant and equipment 10 91,872 44,742 88,713
17
Right-of-use assets (a) 4,759 4,534 4,826
Total non-current assets 97,325 50,025 94,261
------------------------ ------------------------ -----------
CURRENT ASSETS
Trade and other receivables 11 11,143 35,016 17,148
Amount owing by contract
customers 12 - 401 401
Amount owing by related
parties 13 3,029 62,544 1,786
Cash and cash equivalents 14 1,030 319 2,287
Total current assets 15,202 98,280 21,622
------------------------ ------------------------ -----------
Total assets 112,527 148,305 115,883
------------------------ ------------------------ -----------
EQUITY
Stated capital 15 69,458 69,458 69,458
Foreign translation reserve (2,665) (2,463) (2,587)
Retained loss (134,083) (7,146) (124,685)
Merger reserve (4,028) (4,028) (4,028)
Total shareholders' equity (71,318) 55,821 (61,842)
Non-controlling interests 147 163 148
Total equity (71,171) 55,984 50,056
------------------------ ------------------------ -----------
CURRENT LIABILITIES
Trade and other payables 16 114,854 68,160 108,280
17
Lease liabilities (b) 484 334 457
Short-term borrowings 18 2,590 5,865 2,590
Income tax liabilities 1,429 544 1,429
Total current liabilities 119,357 74,903 112,756
------------------------ ------------------------ -----------
NON-CURRENT LIABILITY
Government grant income 77 89 83
17
Lease liabilities (b) 5,624 5,352 5,636
Long-term borrowings 18 56,690 10,512 56,690
Amount owing to directors 27 1,868 834 2,329
Deferred taxation 82 631 82
Total non-current liabilities 64,341 17,418 64,820
------------------------ ------------------------ -----------
Total liabilities 183,698 92,321 177,576
Total liabilities and
equity 112,527 148,305 115,883
------------------------ ------------------------ -----------
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended
Unaudited Unaudited
30.06.2021 30.06.2020
Note RM'000 RM'000
Revenue 21 552 27,212
Cost of sales (4,154) (26,489)
Gross profit/(loss) (3,602) 723
Other income 22 204 580
Less: operating expenses
Administrative expenses (5,051) (4,076)
Other expenses - -
(5,051) (4,076)
Operating loss (8,449) (2,773)
Finance income 23 1,285 928
Finance cost 24 (2,235) (853)
------------------------- -----------------------
Loss before taxation (9,399) (2,698)
Income tax expense - -
Loss for the period (9,399) (2,698)
------------------------- -----------------------
Other comprehensive income/(loss)
Exchange difference on translation
of foreign operations (79) 220
Total comprehensive loss (9,478) (2,478)
========================= =======================
Loss for the period attributable to: -
- Owners of the company (9,398) (2,698)
- Non-controlling interest (1) -
(9,399) (2,698)
========================= =======================
Total comprehensive loss attributable to: -
- Owners of the company (9,477) (2,478)
- Non-controlling interest (1) -
(9,478) (2,478)
========================= =======================
Loss per share:
Basic (RM, cents) 25 (0.022) (0.006)
Diluted (RM, cents) 25 (0.022) (0.006)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable
Foreign to owners Non-
translation Merger Retained of the controlling Total
Share capital reserve reserve profit company interest equity
Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Balance as at 1
January 2020 61,052 (2,683) (4,028) (3,529) 50,812 163 50,975
Loss for the year - - - (121,550) (121,550) (15) (121,565)
Translation of
foreign operations - 97 - - 97 - 97
Total comprehensive
loss - 97 - (121,550) (121,453) (15) (121,468)
----------------------- ------------ -------- ---------- ------------- ------------ ----------
Transactions with
owners
Issuance of placing
shares 8,406 - - - 8,406 - 8,406
Capital contribution - - - 394 394 - 394
Balance at 31
December 2020/1
January 2021 69,458 (2,586) (4,028) (124,685) (61,841) 148 (61,693)
----------------------- ------------ -------- ---------- ------------- ------------ ----------
Loss for the period - - - (9,398) (9,398) (1) (9,399)
Translation of
foreign operations - (79) - - (79) - (79)
Total comprehensive
loss - (79) - (9,398) (9,477) (1) (9,478)
----------------------- ------------ -------- ---------- ------------- ------------ ----------
Transactions
with owners
Issuance of
placing
shares 15 - - - - - - -
Balance at 30 June
2021 69,458 (2,665) (4,028) (134,083) (71,318) 147 (71,171)
----------------------- ------------ -------- ---------- ------------- ------------ ----------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
For the six months ended
Unaudited Unaudited
30.06.2021 30.06.2020
Note RM'000 RM'000
CASH FLOW FROM OPERATING
ACTIVITIES
Loss before taxation (9,399) (2,698)
Adjustments for:
Amortisation of intangible assets 28 27
Depreciation of right-of-use assets 304 226
Depreciation of equipment 1,973 1,144
Government grant income (6) (7)
Gain on disposal of PPE - (53)
Impairment loss - Trade receivables
written back (2) -
Interest expenses 1,916 280
Interest expenses - lease liabilities 317 313
Interest income (1,285) (928)
Unrealised gain on foreign exchange
- net (191) -
--------------------------
Cash flow from operating activities before
working capital changes (6,345) (1,696)
Decrease/(Increase) in trade and other
receivables 7,884 (17,956)
(Decrease)/Increase in trade and other
payables 6,574 14,238
Decrease in amount owing by related parties (1,704) (3,062)
Cash flow used in/(from) operating activities 6,409 (8,476)
Interest paid (1,933) (412)
Interest received - 928
NET CASH FLOW USED IN/(FROM) OPERATING
ACTIVITIES 4,476 (7,960)
-------------------------- ------------------------
CASH FLOW FOR INVESTING
ACTIVITIES
Proceeds from disposal of property, plant
and equipment - 130
Purchase of property, plant and equipment (5,132) (1,182)
NET CASH FLOW USED IN INVESTING ACTIVITIES (5,132) (1,052)
-------------------------- ------------------------
CASH FLOW FOR FINANCING
ACTIVITIES
Issuance of new ordinary shares - 8,406
Convertible short-term loan to ordinary
shares - (8,406)
Advances from related parties - -
Advances from directors - -
Repayment of hire purchase obligations - (236)
Drawdown of hire purchase - 462
Drawdown of term loans - 10,000
Principal elements of lease liabilities (522) (467)
Repayment of term loans - (731)
NET CASH FLOW FROM FINANCING ACTIVITIES (522) 9,028
-------------------------- ------------------------
Net decrease in cash and cash equivalents (1,178) 16
Effects on foreign exchange translation (79) 220
Cash and cash equivalents at the beginning
of the period 2,287 83
Cash and cash equivalents at the end
of the period 14 1,030 319
-------------------------- ------------------------
NOTES TO THE FINANCIAL STATEMENTS
For the six months ended 30 June 2021
1. GENERAL INFORMATION
BiON plc (formerly known as Green & Smart Holdings plc)
("the Company") was incorporated as a public limited company in
Jersey with registration number 119200 on 7 August 2015. The
registered office of the Company is 12 Castle Street, St. Helier,
Jersey JE2 3RT, Channel Islands.
Pursuant to a special resolution ratified at the Extraordinary
General Meeting of the Company held on 30 April 2020, the Company
has changed its name to BiON plc. Accordingly the change of name
was taken effective from 1 May 2020, upon receiving the certificate
from the Registrar of Companies in Jersey.
The Company is listed on the AIM market of the London Stock
Exchange. During the period under review, the Company's nature of
operations was to act as the holding company for a group of
subsidiaries that are involved in research and development,
provision of professional engineering consultancy and process
design services in the areas of industrial biotechnology, pollution
control and renewable energy; and engineering, procurement and
construction of various waste treatment plants/systems;
development, commercialisation, operation and
maintenance of renewable energy plants .
Post period, following the disposal of the Group's operating
entity, BiON Ventures Sdn Bhd (which holds the Group's trading
subsidiaries), the Company is an AIM Rule 15 cash shell focused on
acquiring a business that is seeking an AIM quoted platform via a
reverse takeover.
The consolidated financial statements include the financial
statements of the Company and its controlled subsidiaries (the
"Group") as follows:
Place of Registered
Name incorporation address Principal activity Effective interest
30.06.2021 30.06.2020
---------------- ------------ -------------------- ----------- -----------
BiON Ventures
Sdn Bhd (fka
Green & Smart
Ventures Sdn
Bhd) Malaysia Note 1 Holding company 100% 100%
---------------- ------------ -------------------- ----------- -----------
BiON Sdn Bhd
(fka Green
& Smart Sdn IPP & EPCC
Bhd) Malaysia Note 1 contractor 100% 100%
---------------- ------------ -------------------- ----------- -----------
Our Energy
Group (M) Sdn
Bhd Malaysia Note 2 IPP 51% 51%
---------------- ------------ -------------------- ----------- -----------
Note 1 - registered address: B-1-15, Block B, 8 Avenue, Jalan
Sungai Jernih 8/1, Section 8, 46050 Petaling Jaya, Selangor.
Note 2 - registered address: 3-2, 3rd. Mile Square, No. 151,
Jalan Klang Lama, Batu 3 1/2 , 58100 Kuala Lumpur.
2. basis of preparation
The consolidated financial information for the six-month period
ended 30 June 2020 has been prepared in accordance with
International Financial Reporting Standards as adopted by the EU
("IFRS") issued by the International Accounting Standards Board
("IASB"), including related interpretations issued by the
International Financial Reporting Interpretations Committee
("IFRIC").
The consolidated financial information is unaudited and does not
constitute statutory financial statements. The interim financial
information has been prepared on a historical cost basis, and fair
value method will be used if it is relevant.
The financial information is presented in Malaysian Ringgit
("RM") unless otherwise stated and is the currency of the primary
economic environment in which the Group operates. All values are
rounded to the nearest thousand ringgit ("RM'000") except where
otherwise indicated.
The interim financial information for the six months ended 30
June 2021 was approved by the Directors on 19 April 2022.
Going Concern
The Group made a loss for the six months ended 30 June 2021 of
RM9.5m (H1 2020: RM2.5m) and recorded a net cash outflow from
operating activities of RM4.5m (H1 2020: inflow of RM8.0m). At the
reporting date, the Group held cash and cash equivalents of RM1.0m
(30 June 2020: RM0.3m) and had current liabilities of RM119.4m (30
June 2020: RM74.9m) and was in a net liability position of
RM71.2m.
In addition, the Group's indebtedness had hitherto been
guaranteed by the major shareholder, Serba Dinamik. However, they
are no longer in a position to do so and that required a long-term
refinancing of the debt.
This resulted in the delay in the publication of the audited
accounts for the year ended 31 December 2020 (the "Accounts") and
the unaudited interim results for the period ended 30 June 2021
(the "Interims") while the Company sought a solution to provide a
stable financial operating basis that would support its listing and
therefore enable the Accounts and Interims to be published.
Accordingly, the Company's ordinary shares were suspended from
trading on AIM on 1 October 2021.
Throughout the period from suspension, the Company engaged with
various parties with a view to injecting new resources into the
existing business. However, despite pursuing a number of options,
ultimately, this was not achieved, and the Board concluded that,
given the liabilities within the operating business, the unpaid
debtors and the operational issues and need for future financing to
re-establish its business, the best outcome that could be achieved
for its stakeholders would be to sell its operating business (BiON
Ventures Sdn Bhd ("BVSB")) for a nominal sum but without any future
recourse or liability to BiON plc. This sale was approved by the
shareholders on 19 April 2022 (see note 29).
On completion of the disposal of BVSB, BiON plc ceased to own,
control or conduct all or substantially all, of its existing
trading business, activities or assets. Thus, BiON plc has become
an AIM Rule 15 cash shell company. Its strategy is to acquire a
business that is seeking an AIM quoted platform via a reverse
takeover. The Directors intend to consider opportunities in a
number of sectors and will focus on an acquisition that can create
value for shareholders in the form of capital growth and/or
dividends.
The definition of a going concern is that of "any entity unless
its management intends to liquidate the entity or to cease trading,
or has no realistic alternative to liquidation or cessation of
operations". The Directors have taken the decision to cease trading
through the disposal of all subsidiaries of the Company and, as
such, have prepared the financial statements on a basis other than
a going concern. The financial statements have been prepared on a
basis that takes into account the likely realisation of assets and
liabilities, but which does not take into account any liabilities
to which the Company was not committed to as at 30 June 2021; for
the purposes of these financial statements, this shall be referred
to as a "realisation basis of preparation". Assets have not been
revalued upwards in cases where the potential realisation of assets
might be greater than the value held within the financial
statements, nor have write downs been made to assets or liabilities
recognised which have arisen as a result of events which have
occurred subsequent to 30 June 2021. The Directors do not consider
that the realisation basis of preparation has given rise to any
material differences compared to the financial statements being
prepared on a going concern basis.
Details of the Disposal
The Company disposed of its main operational subsidiary, BVSB,
which includes its trading group. Therefore, the Company has
executed the Disposal Agreement as at the date of approving this
report.
Under the terms of the Disposal Agreement, Minnos Ventures Inc,
acquired the entire issued capital of BVSB for a total
consideration of GBP1.00.
The disposal represented a fundamental change of business for
the Company.
3 . SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the
operations of any company in the Group.
4. ITEMS OF AN UNUSUAL NATURE
There were no other unusual items affecting assets, liabilities,
equity, net income or cash flows due to their nature, size or
incidence for the financial period ended 30 June 2021.
5. MATERIAL CHANGES IN ACCOUNTING ESTIMATES
The preparation of unaudited interim financial information
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenses for the
current and its corresponding financial period under review. Actual
results may differ from these estimates.
In preparing the unaudited interim financial information, the
significant judgements made by the management in applying the
Group's accounting policies and the sources of estimates
uncertainty were consistent as those applied to the 2020 Audited
Financial Statements.
There were no changes in estimates of amounts of the Group that
may have a material effect on the financial period ended 30 June
2021.
6. DIVIDS
No interim dividend was recommended by the Directors during the
financial period under review.
7. SEGMENTAL REPORTING
Operating segments are prepared in a manner consistent with the
internal reporting provided to the management as its chief
operating decision maker in order to allocate resources to segments
and to assess their performance. Currently the Group operates under
two operating segments, providing consulting and contract services
to customers in the renewable energy sector and the supply of power
to the National Grid.
Information on geographical segments is not presented as the
Group operates wholly in Malaysia where all of its assets and
liabilities are located.
The information provided to management for the reportable
segments during each period/year are as follows:
Consulting Head
Business Segments & contract Power office Total
RM'000 RM'000 RM'000 RM'000
30.06.2021
Contract revenues - - - -
Power sold - 552 - 552
Group revenues - 552 - 552
Gross Loss - (3,602) - (3,602)
Net (Loss)/profit (779) (10,041) 1,421 (9,399)
Segment Assets 5,810 99,199 7,518 112,527
Segment Liabilities 89,724 19,481 75,495 184,701
Capital Expenditure - 5,132 - 5,132
Depreciation and amortisation - 1,973 332 2,305
Consulting Head
Business Segments & contract Power office Total
RM'000 RM'000 RM'000 RM'000
30.06.2020
Contract revenues 27,212 - - 27,212
Power sold - - - -
------------------- ------------- ------------- -------------
Group revenues 27,212 - - 27,212
Gross Loss 2,870 (2,147) - 723
Net Loss (2,670) (28) - (2,698)
Segment Assets 92,782 51,861 3,662 148,305
Segment Liabilities 34,371 21,264 36,686 92,321
Capital Expenditure - 1,182 - 1,182
Depreciation and amortisation - 1,276 121 1,397
Consulting Head
& contract Power office Total
Business Segments RM'000 RM'000 RM'000 RM'000
31.12.2020
Contract revenues 103,649 - - 103,649
Power sold - 24 - 24
------------------- ------------- ------------- -------------
Group revenues 103,649 24 - 103,673
Gross Profit/(Loss) 12,306 (6,041) - 6,265
Net Loss (101,436) (15,306) (4,823) (121,565)
Segment Assets 15,932 96,674 3,277 115,883
Segment Liabilities 84,699 17,063 75,814 177,576
Capital Expenditure - 36,440 - 36,440
Depreciation and amortisation - 2,105 665 2,796
Impairment loss on
receivables 75,834 - - 75,834
8. TAXATION
The Company is regarded as resident for tax purposes in Jersey
and on the basis that the Company is neither a financial service
company nor a utility company for the purpose of the Income Tax
(Jersey) Law 1961, as amended, the Company is subject to income tax
in Jersey at a rate of zero per cent.
BiON Sdn Bhd is granted BioNexus status by a government agency,
namely Malaysian Bioeconomy Development Corporation Sdn Bhd
(previously known as Malaysian Biotechnology Corporation Sdn. Bhd).
Therefore, BiON Sdn Bhd is entitled to tax exemption on the
statutory business income derived from approved activities over
five consecutive years of assessment commencing from the first year
in which BiON Sdn Bhd generates statutory income from the relevant
approved activities. The tax exemption expired in the financial
period ended 31 December 2018. No further exemption has been
granted thereafter.
9. INTANGIBLE ASSETS
Trademarks Patents Total
RM'000 RM'000 RM'000
Cost
At 1 January 2020 1,319 8 1,327
Addition - - -
At 30 June 2020 1,319 8 1,327
Addition - - -
--------------------- ------------------------ ---------------------
At 31 December 2020 1,319 8 1,327
Addition - - -
At 30 June 2021 1,319 8 1,327
--------------------- ------------------------ ---------------------
Trademarks Patents Total
RM'000 RM'000 RM'000
Accumulated depreciation
At 1 January 2020 544 7 551
Charge for the period 27 - 27
At 30 June 2020 571 7 578
Charge for the period 27 - 27
--------------------- ------------------------ ---------------------
At 31 December 2020 598 7 605
Charge for the period 28 - 28
At 30 June 2021 626 7 633
--------------------- ------------------------ ---------------------
Net book value
At 30 June 2020 748 1 749
--------------------- ------------------------ ---------------------
At 31 December 2020 721 1 722
--------------------- ------------------------ ---------------------
At 30 June 2021 693 1 694
--------------------- ------------------------ ---------------------
Trademark
The trademarks "GRASS", "POME-MAS" and "GREENPAK" are registered
in Malaysia in respect of patented wastewater and bio-waste
treatment technologies. These trademarks have been granted for an
indefinite period, however, they are being amortised over ten (10)
years in line with Management's best estimate of their expected
useful life.
The remaining amortisation period of trademarks is between one
(1) to two (2) years, the remaining amortisation period of patents
is between three (3) to ten (10) years.
10. PROPERTY, PLANT AND EQUIPMENT
Capital
Furniture Office Work in Industrial
& Fittings Renovation Equipment Progress Building Motor Vehicle Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
At Cost
At 1 January 2021 205 - 280 53,417 41,310 - 95,212
Addition - - 16 2,193 2,923 - 5,132
Disposal - - - - - - -
Reclassification - - - (36,528) 36,528 - -
At 30 June 2021 205 - 296 19,082 80,761 - 100,344
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Accumulated
Depreciation
At 1 January 2021 88 - 156 - 6,255 - 6,499
Charge for the
period 10 - 17 - 1,946 - 1,973
Disposal - - - - - - -
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
At 30 June 2021 98 - 173 - 8,201 - 8,472
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Carrying Amount
At 30 June 2021 107 - 123 19,082 72,560 - 91,872
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Capital
Furniture Office Work in Industrial
& Fittings Renovation Equipment Progress Building Motor Vehicle Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
At Cost
At 1 January 2020 159 344 167 7,542 40,896 807 49,915
Addition 45 - 8 515 63 551 1,182
Disposal - - - - - (577) (577)
At 30 June 2020 204 344 175 8,057 40,959 781 50,520
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Accumulated
Depreciation
At 1 January 2020 68 136 122 - 4,204 604 5,134
Charge for the
period 9 17 15 - 1,023 80 1,144
Disposal - - - - - (500) (500)
At 30 June 2020 77 153 137 - 5,227 184 5,778
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Carrying Amount
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
At 30 June 2020 127 191 38 8,057 35,732 597 44,742
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Capital
Furniture Office Work in Industrial
& Fittings Renovation Equipment Progress Building Motor Vehicle Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
At Cost
At 1 January 2020 159 344 167 7,542 40,896 - 49,108
Addition 46 - 113 49,857 414 - 50,430
Reclassification - (344) - (3,982) - - (4,326)
At 31 December
2020 205 - 280 53,417 41,310 - 95,212
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Accumulated
Depreciation
At 1 January 2020 68 136 122 - 4,204 - 4,530
Charge for the
year 19 - 35 - 2,051 - 2,105
- (136) - - - - (136)
At 31 December
2020 87 - 157 - 6,255 - 6,499
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
Carrying Amount
At 31 December
2020 118 - 123 53,417 35,055 - 88,713
----------------------- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- ---------------------
a) Included in the assets of the Group at the end of the
reporting period were motor vehicles with a total net book value of
RM0.44m which were acquired under hire purchase terms. Motor
vehicles relate to vehicles under hire purchase, which have been
retrospectively reclassified to right of use assets as appropriate
under IFRS 16.
b) Assets under construction represents biogas power plant under
construction. It is subject to depreciation only when completed and
ready for use. No interest was capitalised during the period.
c) Industrial building with carrying amount of approximately
RM35.1m are pledged against the banking facility (note 20).
d) Acquisition of plant and equipment: -
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2019
RM'000 RM'000 RM'000
Cash paid to acquire property,
plant and equipment 5,132 1,182 18,430
----------- ----------- -----------
11. TRADE AND OTHER RECEIVABLES
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Trade receivables 74,739 33,173 84,926
Less: allowance for impairment ( 71,012
loss (71,009) (1,435) )
----------- -----------
3,730 31,738 13,914
----------- ----------- -----------
Other receivables & deposits 13,606 4,649 9,427
Less: allowance for impairment
loss (6,193) (1,371) (6,193)
----------- ----------- -----------
7,413 3,278 3,234
----------- ----------- -----------
11,143 35,016 17,148
----------- -----------
Allowance for impairment losses
Opening balance - Trade receivables (71,012) (1,435) (1,435)
Allowance written back 3 - 1,435
Allowance for the period/year - - (71,012)
-----------
(71,009) (1,435) (71,012)
----------- ----------- -----------
Opening balance - Other receivables (6,193) (1,371) (1,371)
Allowance written back - - (4,822)
Allowance for the period/year - - -
----------- ----------- -----------
(6,193) (1,371) (6,193)
----------- ----------- -----------
Closing balance (77,202) (2,806) (77,205)
----------- ----------- -----------
a) The Group's normal credit terms range from 90 to 120 days (H1
2020: 90 to 120 days). Other credit terms are assessed and varied
on a case-by-case basis.
b) Trade and other receivables that are individually determined
to be impaired relate to customers that have defaulted on payments
or the amount due from third parties considered irrecoverable.
c) The amounts in Trade Receivables are analysed as follows:
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Not past due 457 11,171 24
Past due by less than 3 months - 6,233 69,402
Past due by less than 3 - 6 months - - -
Past due by 6 months and above 74,282 15,769 15,500
----------- -----------
74,739 33,173 84,926
----------- ----------- -----------
12. AMOUNT OWING BY CONTRACT CUSTOMERS
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Aggregate cost incurred
to date 143,816 52,669 143,816
Add: attributable profits 30,888 18,386 30,888
174,704 71,055 174,704
Less: progress billings (174,704) (70,654) (174,303)
----------- ---------------------- -----------
- 401 401
----------- ---------------------- -----------
Represented by:
Amount due from customer
contracts - 401 401
13. AMOUNTS OWING BY / (TO) RELATED PARTIES
Party Relationship* Trade Receivables Other Receivables Total
RM'000 RM'000 RM'000
30.06.2021
Megagreen Energy Related
Sdn Bhd party 32,507 17,167 49,674
Less: Allowance for
impairment loss (32,507) (14,147) (46,654)
------------------ ------------------ ---------
- 3,020 3,020
------------------ ------------------ ---------
K2M Ventures
Related
Sdn Bhd party - 10 10
Less: Allowance
for impairment
loss - (1) (1)
------------------ ------------------ ---------
- 9 9
------------------ ------------------ ---------
- 3,029 3,029
------------------ ------------------ ---------
30.06.2020
Megagreen Energy Related
Sdn Bhd party 51,497 14,800 66,297
Less: Allowance
for impairment
loss (3,762) - (3,762)
------------------ ------------------ ---------
47,735 14,800 62,535
------------------ ------------------ ---------
Makmur Hidro Sdn Related
Bhd. party - 9 9
------------------ ------------------ ---------
47,735 14,809 62,544
------------------ ------------------ ---------
31.12.2020
Megagreen Energy Related
Sdn Bhd party 32,507 15,924 48,431
Less: Allowance
for impairment
loss (32,507) (14,147) (46,654)
------------------ ------------------ ---------
- 1,777 1,777
------------------ ------------------ ---------
Ultimate
K2M Ventures Sdn holding
Bhd co. - 10 10
Less: Allowance
for impairment
loss - (1) (1)
------------------ ------------------ ---------
- 9 9
------------------ ------------------ ---------
- 1,786 1,786
------------------ ------------------ ---------
* Relationship
a) The Group via its subsidiary, BiON Sdn Bhd holds 15% shares
in Megagreen Energy Sdn Bhd and Syed Nazim Syed Faisal, being the
Executive Director of BiON plc, was appointed as Director effective
3 July 2020.
b) Mr. Saravanan, who was a director in BiON Plc for the year to
31 December 2019 and is a significant shareholder in BiON Plc, is
also one of the appointed Directors in Makmur Hydro Sdn Bhd,
resigned on 31 January 2020.
c) K2M Ventures Sdn Bhd, holds 26.02% of the share capital in
BiON plc at the end of reporting period.
14. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the cash flow statement
comprise the following amounts:
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Cash and bank balances 1,030 319 2,287
----------- ----------- -----------
15. STATED CAPITAL
No. of shares RM'000
Issued and Fully Paid-Up
1 January 2021 431,719,765 69,458
Issuance of shares - -
Less: transaction costs - -
30 June 2021 431,719,765 69,458
--------------------------- -------------------
On 24 January 2020, the Group announced that, at the
Extraordinary General Meeting ("EGM"), the Resolution placed in
respect of the approval of the waiver under Rule 9 of the City Code
and taken by Independent Shareholders on a poll was approved in
regards to loan conversion to ordinary shares.
On 27 January 2020, upon relevant approved application, the loan
of RM8.4 million from Syed Nazim Syed Faisal was converted into
86,343,953 new Ordinary Shares representing 20 per cent (20%) of
the enlarged share capital at an effective share price of
approximately 1.85 pence.
16. TRADE AND OTHER PAYABLES
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Trade payable 94,956 45,232 89,043
Other payable and accruals 19,898 22,928 19,237
114,854 68,160 108,280
----------- ----------- -----------
The normal credit terms granted to the Group by the suppliers
are 90 days (H1 2020: 90 days) from invoice date.
17. LEASES
Group as a lessee
The Group has lease contracts for lands. The Group's obligations
under these leases are secured by the lessor's title to the leased
assets. The Group is restricted from assigning and subleasing the
leased assets. The Group also has certain leases of office
equipment with low value. The Group applies the 'lease of low-value
assets' recognition exemptions for these leases.
a) Right-of-use assets
Total
RM'000
Cost at 1 January 2020 7,786
Additions 551
Disposal (577)
-------
At 31 December 2020 7,760
Additions 237
-------
At 30 June 2021 7, 997
-------
Accumulated Depreciation at 1
January 2020 2,823
Charge for the year 612
Disposal (501)
------
At 31 December 2020 2,934
Charge for the period 304
------
At 30 June 2021 3,238
------
Net carrying amount at 31 December
2020 4,826
------
Net carrying amount at 30 June
2021 4,759
------
b) Lease liabilities
The carrying amount of lease liabilities is as follows: -
30.06.2021 31.12.2020
RM'000 RM'000
Current liabilities
- not later than 1 year 484 457
Non-current liabilities:
- later than one year and not
later than five years 1,973 2,318
- Later than 5 years 3,651 3,318
5,624 5,636
----------- -----------
c) Amounts recognised in profit or loss
30.06.2021 31.12.2020
RM'000 RM'000
Depreciation of right-of-use
assets 304 611
Interest expenses on lease liabilities 317 645
Lease expenses not capitalised
in lease liabilities:
- Expenses related to low value
assets 2 12
- Expenses related to short term
lease 171 649
794 1,917
----------- -----------
d) Total cash outflow
The Group had a total cash outflows for leases of RM0.52m in
current financial period.
18. BORROWINGS
a) Short-term borrowings
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Mezzanine loan - - -
Hire purchase payables (note -
19) - 101
Term loans (note 20) 2,590 5,764 2,590
2,590 5,865 2,590
------------------ ------------------- -------------------
b) Long-term borrowings
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Hire purchase payables (note
19) - 512 -
Term loans (note 20) 56,690 10,000 56,690
------------------ ------------------- -------------------
56,690 10,512 56,690
------------------ ------------------- -------------------
19. HIRE PURCHASE PAYABLES
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Minimum hire purchase payments:
- Not later than one year - 136 -
- Later than one year and
not later than five years - 540 -
- Later than five years - 25 -
----------- ---------------- -------------------
- 701 -
Less: Future finance charges - (88) -
----------- ---------------- -------------------
- 613 -
----------- ---------------- -------------------
Current
- Not later than one year - 101 -
Non-current
- Later than one year and
not later than five years - 488 -
- Later than five years - 24 -
----------- ---------------- -------------------
- 512 -
----------- ---------------- -------------------
- 613 -
----------- ---------------- -------------------
The hire purchase payables of the Group at the end of the
reporting period bare effective interest rates ranging from 5.20%
to 5.36% (H1 2020: 5.20% - 5.36%).
20. TERM LOAN
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Current (note 18)
Term loan 1 - 4,742 750
Term loan 2 49,280 1,022 1,840
Term loan 3 10,000 10,000 -
----------- ----------- -------------------
59,280 15,764 2,590
----------- ----------- -------------------
Term loan 1 & 2
The term loans are secured against: -
(i) Fixed and floating charges over the present and future assets;
(ii) Assignment of all rights, interest and benefits and the
proceeds from the sales of the electricity;
(iii) Assignment of all rights, benefits interest and title under industrial building;
(iv) A guarantee by Credit Guarantee Corporation Berhad (Term loan 1 only);
(v) Joint and severally guaranteed by the Directors of the Company.
Term loan 1 bears effective interest rate at 8% (H1 2020: 8%)
per annum and term loan 2 bears effective interest rate at 5% (H1
2020: 5%) per annum.
Term loan 3
On 6 February 2020, the Group via its subsidiary, BiON Sdn Bhd
(Borrower), entered in to a facility agreement with Serba Dinamik
Sdn Bhd (Lender), to obtain a loan of RM10 million for working
capital purposes.
The Group unconditionally agreed to pay profit for this facility
at the rate of five per cent (5%) per annum for a term of
fifty-four (54) months commencing from 6 August 2020.
21. REVENUE
All revenues are derived from Malaysia.
Unaudited Unaudited
30.06.2021 30.06.2020
RM'000 RM'000
Contract revenue - 27,212
Sale of electricity 582 -
582 27,212
----------- -----------
22. OTHER INCOME
Unaudited Unaudited
30.06.2021 30.06.2020
RM'000 RM'000
Deferred grant income 6 6
Gain on disposal of plant,
property and equipment - 53
Insurance claim - 452
Realised gain on foreign exchange 5 -
Unrealised gain on foreign
exchange 190 -
Rental income - 7
Wage subsidy - 62
Allowance impairment written
back 3 -
204 580
----------- -----------
23. FINANCE INCOME
The finance income recognised is in relation to the interest
charged for advances given to the related party, at a rate of 18%
per annum (1.5% per month) (see note 27 for detail).
24. FINANCE COSTS
Unaudited Unaudited
30.06.2021 30.06.2020
RM'000 RM'000
Bank Charges 3 3
Factoring charges - 258
Hire purchase interest 17 10
Short-term loan interest - 54
Term loan interest 1,915 215
----------- -----------
1,935 279
----------- -----------
Interest on lease liabilities 300 313
----------- -----------
2,235 853
----------- -----------
25. E ARNINGS PER SHARE
The calculation of earnings per share is based on the following
earnings and number of shares:
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
Loss attributable to
the owners of the company
(RM'000) (9,398) (2,698) (121,550)
Weighted average shares
in issue for 345,375,812 345,375,812 345,375,812
basic earnings per share
Adjustment for:
Warrants instruments 7,232,013 7,232,013 7,232,013
Weighted average shares in
issue for diluted earnings
per share 352,607,825 352,607,825 352,607,825
------------------- ----------------------- --------------------
Basic earnings per share (RM,
cents) (0.022) (0.012) (0.29)
------------------- ----------------------- --------------------
Diluted earnings per share
(RM, cents) (0.022) (0.012) (0.29)
------------------- ----------------------- --------------------
Earnings per share has been calculated by dividing the profit or
loss for the year attributable to equity holders of the Group by
the weighted average number of ordinary shares in issue during the
year.
The diluted number of shares includes those reserved under
warrants (note 28).
26. CONTINGENCIES
No provisions are recognised on the following matters as it is
not probable that a future sacrifice of economic benefits will be
required or the amount is not capable of reliable measurement:
-
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Corporate guarantee given
to licensed banks for
credit facilities granted
to a related party 10,233 10,080 10,233
----------- ----------- -----------
The Group has provided Megagreen Energy with a corporate
guarantee in support of a loan facility. As the Group has only a
15% interest in Megagreen, it has no effective control over whether
any claim may be made under this guarantee. Credit Guarantee
Corporation Malaysia Berhad has confirmed that repayment of the 60%
of the amount borrowed by Megagreen under the facility is
guaranteed by Credit Guarantee Corporation Malaysia Berhad up to
June 2025 pursuant to the Green Technology Financing Scheme -
established by the Malaysian government. On that basis, the
Directors expect the exposure of G&S under the guarantee to be
limited to approximately RM4.0m.
27. RELATED PARTY TRANSACTIONS
In addition to the information detailed in note 13, the Group
also carried out the following significant transactions with the
related parties during the period:
Unaudited Unaudited Audited
30.06.2021 30.06.2020 31.12.2020
RM'000 RM'000 RM'000
Megagreen Energy Sdn. Bhd.
- Contract revenue - - -
- Interest income 1,454 928 1,982
- Amounts owing from (net of
impairment) 2,028 62,535 1,777
K2M Ventures Sdn Bhd
- Other income (waive of debts) - - -
- Amount owing from/(to) 9 9 9
Makmur Hidro Sdn Bhd
- Amount owing from - - 66
Serba Dinamik group of companies
- Term loan (10,000) (10,000) (10,000)
- Amount owing to (26,995) (15,253) (9,332)
- Services rendered (nett) 7,968 (429) (6,379)
Syed Nazim Syed Faisal
- Mezzanine loan - - -
- Director advance (1,152) (1,152) (1,085)
- Director fees due (180) (110) (148)
- Director fees 32 32 65
Datuk Dr. Hj. Radzali Hassan
- Director fees due - (418) (367)
- Director fees - 32 65
Aditya Chathli
- Director fees due (345) (268) (313)
- Director fees 32 32 65
Dato' Dr. IR. Ts. Mohd Abdul
Karim
Abdullah
- Director fees due (76) - (44)
- Director fees 32 - 43
Habizan Rahman Habeeb Rahman
- Director fees due (76) - (44)
- Director fees 32 - 43
Mohd Sofiyuddin Ahmad Tabrani
- Director fees due (40) - (8)
- Director fees 32 - 8
Related parties: -
i) The Group, via its subsidiary, BiON Sdn Bhd, holds 15% of the
share capital of Megagreen Energy Sdn Bhd.
ii) K2M Ventures Sdn Bhd ("K2M"), holds 32.52% shares in BiON plc.
iii) Serba Dinamik group of companies , one of the significant
shareholders in BiON plc for the year ended 30 June 2021.
iv) Datuk Syed Nazim Syed Faisal , being an Executive Director
in BiON plc for the period ended 30 June 2021.
v) Datuk Dr. Hj. Radzali Hassan, who was a Non-Executive
Director in BiON plc, resigned on 16 March 2021.
vi) Mr. Aditya Chathli, being a Non-Executive Director in BiON
plc for the year ended 30 June 2021.
vii) Dato' Dr. IR. Ts. Mohd Karim Abdullah was appointed as a
Non-Executive Director of BiON plc on 30 April 2020.
viii) En. Mohd Habizan Habeeb Rahman was appointed as an
Executive Director in BiON plc on 30 April 2020 and subsequently he
has resigned on 15 March 2022.
ix) En. Mohd Sofiyuddin Ahmad Tabrani, was appointed as a
Non-Executive Director in BiON plc, on 11 November 2020 and
subsequently he has resigned on 15 March 2022.
x) Mr. Saravanan Rasaratnam, appointed director in Makmur Hidro
Sdn Bhd, no longer a related party by virtue of his resignation as
the Executive Director in BiON plc on 31 January 2020.
28. WARRANT INSTRUMENTS
Average exercise Number
price per warrants of warrants
At 1 January 0.092p 7,232,013
Granted during
the period - -
Exercised during
the period - -
Forfeited during
the period - -
As at 30 June 0.092p 7,232,013
-------------------- -------------
On 6 May 2016, the Company granted 1,383,333 warrants to S.P.
Angel Corporate Finance LLP, the Company's previous nominated
adviser, at the exercise price of 9 pence each, which were
exercisable immediately upon grant, with an expiring date of 5 May
2021.
On 19 June and 28 June 2017, the Company issued 5,848,680
warrants, at the exercise price of an average closing bid price at
three trading days prior to the day of notice to exercise, to
subscribers to a private placing arranged by Charles Street
Securities Europe LLP ("CSS"), and to CSS as part of the fee
arrangements for arranging the placement. Of the total warrants
issued, 2,777,778 were issued to CSS as fees payable in connection
with that placement. The warrants issued to subscribers are outside
the scope of IFRS 2. In accordance with IFRS 2 the fair value of
the warrants issued as fees for the placement services provided has
been estimated as RM220,000. This has been recognised within the
stated capital component of equity as the costs were directly
incurred in raising the related equity funds.
There was no movement during the period ended 30 June 2021.
29. SUBSEQUENT EVENTS
Management is not aware of any significant events that occurred
subsequent to the consolidated balance sheet date but prior to the
filing of this report that would have a material impact on the
consolidated financial statements except as follows:
FIRE INCIDENT AT MALPOM
On 22 July 2021, a serious fire occurred at the neighbouring
palm oil mill that supplies the POME feedstock to Malpom, such that
the mill was forced to shut down. The Group's plant was undamaged,
but it was also forced to shut down as it is not receiving
feedstock from the mill. The Group expects the mill and the Group's
Malpom plant to resume operations in Q2 2022. This event suggests
that an impairment of the Group's PPE may be required. Such
impairment is not appropriate to post as an adjusting event in the
year to 31 December 2020 but will be considered in the period in
which the incident took place. At this stage, it is not possible to
accurately quantify the level of impairment that might be required,
which is dependent on the timing of returning the palm oil mill
back to full production.
GROUP RESTRUCTURING
On 31 March 2022, the Board of Directors of BiON plc agreed to
enter into a conditional Sale and Purchase Agreement ("SPA") with a
third-party purchaser, Minnos Venture Inc ("MVI"), to acquire all
the shares of BiON Ventures Sdn Bhd ("BVSB") for a purchase
consideration of GBP1 (one Pound Sterling) or RM5.50. Pursuant to
the SPA, MVI agreed to acquire BVSB and consequently all its
controlled subsidiaries and, as a result, to assume all of BVSB's
assets and liabilities.
In accordance with AIM Rule 15, the disposal of BVSB constitutes
a fundamental change of business of BiON plc. The shareholders
approved the sale of BVSB on 19 April 2022, and the disposal was
completed, following which, BiON plc has ceased to own, control or
conduct all or substantially all, of its pre-existing trading
business, activities or assets. Thus, BiON plc has become an AIM
Rule 15 cash shell company.
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END
IR BSGDSXSBDGDC
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