TIDMTEK
RNS Number : 2067N
Tekcapital plc
04 May 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.
Tekcapital PLC
("Tekcapital", "the Company" or "the Group")
Final Results for the year-ended 30 November 2017
Record Revenues, Operating Profit and significant increase in
Net Assets
Tekcapital plc (AIM: TEK), the UK intellectual property (IP)
investment group focused on creating marketplace value from
university technology, announces its audited results for the year
ended 30 November 2017.
Financial highlights
-- Total revenue of US$7,263,048 reflecting an unrealised profit
on the revaluation of portfolio companies of US$6,083,225
-- Net increase in fair value of portfolio companies due to appreciation in shares of Lucyd Ltd (US$5,833,392) and Belluscura plc (US$249,832)
-- Revenue from services and products increased by 25% to
US$953,167 reflecting growth in the Latin American market and
technology transfer services
-- Gain on derecognition of subsidiaries of US$226,657 due to
the new Accounting Policy recognizing portfolio companies at fair
value
-- Profit before tax of US$4,153,154 compared to loss of
US$2,558,198 in 2016, reflecting primarily appreciation of
portfolio companies
-- Cash balance of US$1,797,729 (2016:US$1,839,603) with
liabilities of US$238,149 (2016: US$484,825) and no debt
-- Net assets at year end: US$10,675,961 (2016: US$3,137,074)
-- Net asset per share at year end: US$0.25 (2016: US$0.09).
Operational highlights: Corporate
-- Expansion of Invention Evaluator (IE) sales into Latin
America with the following universities and organisations:
Universidad San Sebastians
Universidad Mayor
Fundacion COPEC
Universidad Adolfo Ibañez
Andes Pacific Technology Access Hub
Corfo (Chilean economic development agency)
-- Development and launch of a new, university IP search app for both IOS and Android
-- Secured two Fortune 50 clients for Vortechs retained search business and IE reports
Operational highlights: Portfolio
-- Good progress with Belluscura's portable oxygen concentrator
(POC) product development programme. Belluscura plans to file a
510(K) application with the US FDA in 2018 for the POC. According
to Knowledge Sourcing Intelligence, the POC market is projected to
reach US$1.7b by 2022
-- Established Lucyd pte ltd which launched a successful Token Generation Event (TGE) to secure contributions for development of its augmented reality smartglasses and execution of its business plan. Lucyd is seeking to introduce a prototype product in March 2019. The market for AR products is expected to grow to US$36.4b by 2023 according to Greenlight Insights
-- Salarius ltd, which holds the patent for micro-salt
(uSalt(TM)), manufactured its first patented micro-salt samples and
had them independently tested for both flavour and sodium content
with a leading brand of potato chips (crisps). Results indicated
that Salarius salted crisps have all the flavour and roughly half
of the sodium of traditional crisps. We view this as a significant
breakthrough for producing healthier snacks. According to Grand
View Research, the global healthy snack market is expected to reach
US$32.8b by 2025. Salarius is both continuing to seek an out
license for its patented product while exploring the potential
launch of a healthier snack food brand
-- Established Guident ltd, a new portfolio company that
acquired and seeks to commercialise a patented technology that
enables the development of software apps for controlling autonomous
vehicles. According to Research and Markets, the global autonomous
vehicles market revenue is expected to reach US$126.8b by 2027
-- Established eSoma ltd, a new portfolio company that acquired
and seeks to commercialise a patent pending software called
Trace-it (TM) for improving the accuracy of gesture recognition on
any device. The global gesture recognition market is expected to
exceed US$12.7b by 2020 according to Industry Analysts Inc.
-- Smart Food Tek Limited is continuing to seek a licensee for its Crackle-baked(R) technology.
Post-period end highlights
-- Lucyd pte ltd announced it has received approximately US$6.1m
in contributions from its blockchain token generation event (TGE).
Lucyd pte ltd is a subsidiary of Lucyd ltd, a Group portfolio
company, of which it owns 100%. Proceeds of the TGE will be used to
develop ergonomic smartglasses and for operational expenses.
-- Belluscura plc concluded a private placement of approximately
US$1.33m and converted loans equal to approximately US$268k to
equity under the same terms as the private placement.
Key Performance Indicators
The Board believes that the Key Performance Indicators (KPIs)
listed below represent those that are typically applied to
companies that seek to commercialize university technologies and
should therefore be the KPIs under which the Group's performance
should be evaluated:
KPI Description 2017 Performance
---------------------- ------------------------ ----------------------------------
Fair value of Movement in the US$6,083,225 (2016:
the portfolio value of equity US$0)
in portfolio companies
---------------------- ------------------------ ----------------------------------
Revenue from services Growth in technology US$953,167 (2016:
and products services US$764,777)
---------------------- ------------------------ ----------------------------------
Net revenue Growth in the US$7,263,048 (2016:
aggregate of services US$764,777)
and change in
the fair value
of the portfolio
---------------------- ------------------------ ----------------------------------
Gain Gain before tax US$4,153,154 (2016:-US$2,558,198)
for the year
---------------------- ------------------------ ----------------------------------
Net assets per Value of the Group's US$0.25 (2016: US0.09)
share net assets per
share outstanding
The Group was able to achieve this growth while simultaneously
reducing its administrative expenses by $449,523 in 2017. This was
achieved through cost controls combined with the use of consulting
engagements and the deconsolidation of Belluscura, leading to
reduced payroll expenses.
Our cash position at the end of the period is US$1,797,729 and
the Group's liabilities of US$238,149 are modest as costs have been
settled without delay using available funds. The Group had no debt
as of 30 November 2017.
Commenting on the results, Dr. Clifford Gross, Executive
Chairman of Tekcapital plc, said:
"In the past year we have made good progress with both the
growth of our portfolio companies and with our service and product
revenue.
"Having continued to develop and expand Tekcapital's business,
the Board is confident that continued investment in growth remains
the right policy. Further, we believe we are executing on our
strategy and this is likely to result in further increases in
returns on invested capital and growth of our net assets in the
future. Please note we anticipate fluctuations in our net asset
values from period to period due to individual portfolio company
performance and changes in market conditions.
"As a result of the quickening pace of innovation, an increasing
number of companies are making ever faster and more disruptive use
of innovative ideas sourced exogenously. With patented university
and corporate technologies becoming an increasingly valued
currency, we continue to believe that the market opportunity for
the Group is both large and should continue to grow apace.
"We are grateful for the patience and support of our
shareholders during the formative stages of developing our unique
business, which is now beginning to bear fruit. We are also
sincerely appreciative of our dedicated, creative and hardworking
team, that is continuously striving to enhance the value of your
Company."
Posting of Annual Report and Accounts
The Company's annual report and accounts for the year ended 30
November 2017 will be posted to shareholders today and will be
available on the Company's website shortly.
For further information, please contact:
Tekcapital Plc Via Walbrook PR
Clifford M. Gross, Ph.D.
Allenby Capital Limited (Nominated
Adviser & Joint Broker) +44 (0) 20 3328 5656
Jeremy Porter / Alex Brearley
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 tekcapital@walbrookpr.com
/ Sam 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.
Chairman's statement
Review of the Business
Tekcapital is passionate about creating value from university
intellectual property (IP). In the past 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 2017, we significantly increased
our revenues from services and the value of our portfolio
companies.
Services
We delivered the following technology transfer investment
services for our corporate and university clients which provided
revenue from services of US$813,714 in the year, 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.
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 2014, we announced the acquisition of Invention Evaluator,
the turnkey service that assesses the commercial potential of new
technologies. We continue to expand the client base for the service
and have added a Latin America team in our US office. Additionally,
we have recently up-graded the format of the reports to enhance
both their information content and marketability as well as
refreshed the website. Invention Evaluator continues to perform
well. Customers for the Invention Evaluator service consist of
universities, research centres and corporations worldwide.
Invention Evaluator is a growing material component of our Group's
service revenue.
-- In 2016, we announced the acquisition of the business and
certain assets of the Vortechs Group, a technology-transfer
personnel placement firm located in North America. This expands our
technology transfer offerings and enables us to provide technology
transfer professionals as well as new technologies to both our
clients and university suppliers. The Vortechs Group continues to
perform well and represented the majority of our Group's service
revenue.
-- In 2017, we launched the global IP search app. The app
instantly facilitates searches of university patents and
applications filed under the Patent Cooperation Treaty (PCT), on
both Android and IOS smartphones. The PCT is an international
treaty with more than 150 member countries. The app as a low-cost
tool that makes it easy for our clients to find relevant university
IP. Whilst there are more than 100 users of the app its primary
utility is enhancing the awareness and value of the Tekcapital
brand.
Portfolio companies
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 near ready or 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.
We believe that there is a significant value to be realised from
many of the patent rights that we have acquired to-date, and we are
strategically moving forward with our commercialisation efforts.
This includes launching portfolio companies around this IP to
create additional value to demonstrate that the technology works by
building prototypes and enhancing customer engagement. We are
continuing to seek out-licences to several of our licensed patents
when appropriate, however early market feedback has encouraged us,
when possible, to develop the technology and business case further,
to make the advantages and value of the IP more readily apparent.
Our experience of working with large companies is that their low
cost of capital and desire to ameliorate risk, may combine to
favour the acquisition of developed products or operating business
over the licensing of technologies. Addressing this may require
additional investment on our part but also provides the potential
for significantly greater returns upon successful exits. In the
university-technology commercialization business, not every
acquired technology results in a successful product in spite of
good due diligence and steadfast effort. To address this
characteristic of technology transfer businesses, we have built a
large university network to mitigate adverse selection of new IP
and have developed and implemented a low-cost, forward revenue
sharing model to reduce the acquisition cost of IP.
Two of our portfolio companies, Belluscura and Lucyd have
developed significantly:
-- Our investment in Belluscura plc continues to develop in
spite of several financing setbacks which has lowered the per share
valuation below that reported in our interim results, but still
above that reported in last year's annual report. This serves as an
indication of how we are able to create value by identifying market
opportunities and acquiring the licences to intellectual properties
to fulfil these needs.
Belluscura has recently launched a number of products in both
the US and UK and has acquired the rights to a portfolio of
portable oxygen concentrator (POC) patents and know-how, which it
is developing into a commercial product with several unique and
competitive attributes. Its Curv(TM) POC prototype weighs less than
3.5 lbs, is modular and its capability can be expanded to provide
more oxygen as a user's lung disease progresses and with
replaceable filters. The prototype POC is quiet and once developed
is expected to be lower cost than the competition. Belluscura plans
to file a 510K with the U.S. FDA in 2018 covering this product. We
believe this would be a major milestone for Belluscura. The market
for POC's is expected to reach US$1.7b per year by 2022
https://www.knowledge-sourcing.com/products/portable-oxygen-concentrator-market-forecasts-from-2017-to-2022).
In addition to its POC, Belluscura has also made progress on the
development of a prototype SNAP III(TM) device for the anaesthesia
monitoring market. Their current prototype unit for SNAP III(TM) is
1/10th the size and projected to be less than 1/10th of the cost of
the originally licensed SNAP II(TM) product. Belluscura continues
to sell its SlydeTM, Passport(R) and WireCaddyTM products.
Post end-of-period, as previously announced on 1 December 2017,
due to current market conditions and certain other Enterprise
Investment Scheme/Venture Capital Trust requirements having not
been met in the expected timeframe, Belluscura was unable to
proceed with its anticipated IPO and acquisition of licenses to
manufacture and sell the STIC product and was actively considering
other alternatives. On 14 February 2018, Belluscura announced a
private placement of approximately US$1.33 million. This financing
round reduced Tekcapital's ownership interest in Belluscura to
approximately 39%. This resulted in valuation of shares owned by
Tekcapital to be US$0.98m, a fair value reduction of US$2.2m
compared to 1 May 2017 valuation. On an annual basis however, the
Group recorded net US$0.25m fair value gain on its investment in
Belluscura.
-- Our investment in Lucyd ltd continues to develop as well. On
1 March 2018, Lucyd pte ltd (Lucyd), the subsidiary of Lucyd ltd,
announced it had completed a Token Generation Event (TGE) that
begun on 23 October 2017 and received approximately $6.1m in
contributions from this event. These contributions were
non-dilutive to Tekcapital's 100% ownership interest in Lucyd, ltd.
The proceeds from the TGE will be used to advance Lucyd's business
plan, as it seeks to develop smart glasses and provide it with
additional working capital. Lucyd is seeking to introduce a
prototype product in March 2019. In addition, Lucyd is seeking to
develop an on-line optics shop to market high-end, prescription
spectacles and future smart glasses, all of which are planned to be
available for purchase with traditional and crypto currencies. The
market for augmented reality products is expected to grow to
US$36.4b by 2023 according to Greenlight Insights.
(https://www.forbes.com/sites/johnkoetsier/2017/09/18/augmented-reality-spending-exploding-11x-to-36-4b-in-2023-greenlight-says/#51cc2e543302).
Lucyd made the decision to develop prototype smartglasses to
enhance its ability to commercialise the technology after
demonstrating the potential functionality of the product.
The status of our other portfolio companies is as follows:
-- Whilst Smart Food Tek Limited has not yet secured a licensee
for its patented Crackle-baked(R) process, and Salarius ltd is
still seeking to out-license and/or explore the direct
commercialization of its patented micro-salt, Tekcapital remains
positive about the long-term prospects for both of these portfolio
companies. This is because the underlying technologies have shown
to be flavourful yet have less fat in the case of Crackle-baked(R)
and less sodium in the case of micro-salt than traditional products
in their respective categories. Based on positive test results of
micro-salt, Salarius is exploring launching a healthier snack food
brand with reduced sodium. We will appraise the market in due
course if they progress this initiative.
-- Frigidus Limited has not received any payments or royalties
from its licensed technology for the improvement of air
conditioning. Frigidus is reviewing the situation and may consider
seeking a new licensee if certain payments are not received.
-- Guident Limited was established and acquired the exclusive
license to IP that seeks to improve the safety and utility of
autonomous vehicles. The IP remains under review for potential
out-licensing or commercialisation, should opportunities arise.
-- eSoma Limited was established and acquired the exclusive
license to IP that seeks to improve the accurate detection of
gesture inputs for mobile devices, tablets and desktop computers.
The IP remains under review for potential out-licensing or
commercialisation, should opportunities arise.
-- Our other technology patents held in Non-Invasive Glucose Tek
Limited (glucose testing patents) and eGravitas Limited (energy
harvesting patents) also remain under review for potential
out-licensing or commercialisation, should opportunities arise.
Current Trading and Outlook
Having continued to develop and expand Tekcapital's existing
business, the Board is confident that continued investment in
growth remains the right policy. Further, we believe that we are
executing on our strategy and this is likely to result in further
increases in returns on invested capital, profitability and growth
in the future. Please note that we anticipate fluctuations in our
net asset values from period to period due to individual portfolio
company performance and changes in market 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. With patented
university and corporate technologies becoming an increasingly
valued currency, we continue to believe that the market opportunity
for the Group is both large and should continue to grow apace.
We are grateful for the patience and support of our shareholders
during the formative stages of developing our unique business,
which is now beginning to bear fruit. We are also sincerely
appreciative of our dedicated, creative and hardworking team that
is continuously striving to enhance the value of your Company.
Dr Clifford M Gross
Chairman and CEO
3 May 2018
Tekcapital Plc
Consolidated Statement of comprehensive income
For the year ended 30 November 2017
Group Note Year ended Year ended
30 November 30 November
2017 2016
US $ US $
------------------------------ ------ ---------------- --------------
Continuing Operations
Revenue from services
and products 5 953,167 764,777
Net unrealised gain
on revaluation of
investments 12 6,083,225 -
Profit on derecognition 226,656 -
of subsidiaries
------------------------------ ------ ---------------- --------------
Net Revenue 7,263,048
------------------------------ ------ ---------------- --------------
Cost of sales (692,610) (456,482)
Gross Profit 6,570,438 308,295
------------------------------ ------ ---------------- --------------
Administrative expenses 6 (2,417,284) (2,866,807)
Operating Profit/(Loss) 4,153,154 (2,558,512)
------------------------------ ------ ---------------- --------------
Finance income - 314
Gain/(Loss) on ordinary
activities before
income tax 4,153,154 (2,558,198)
Income tax expense 9 (1,406) (766)
Gain /(Loss)after
tax for the year 4,151,748 (2,558,964)
Other comprehensive
income
Foreign exchange gain/(loss) 424,230 (160,451)
------------------------------ ------ ---------------- --------------
Total other comprehensive
income 424,230 160,451
------------------------------ ------ ---------------- --------------
Total comprehensive
gain for the year 4,575,978 (2,719,415)
------------------------------ ------ ---------------- --------------
Gain attributable
to:
Equity holders of
the parent 4,487,533 (2,215,032)
Non-controlling interest (335,785) (343,932)
4,151,748 (2,558,964)
------------------------------ ------ ---------------- --------------
Total comprehensive
gain attributable
to:
Equity holders of
the parent 4,808,059 (2,302,423)
Non-controlling interest (232,081) (416,992)
4,575,978 (2,719,415)
------------------------------ ------ ---------------- --------------
Gain/(Loss) per share
Basic earnings and
diluted earnings per
share
Basic earnings per
share per share 10 0.108 (0.063)
Diluted earnings per
share 10 0.108 (0.063)
Tekcapital Plc
Consolidated Statement of financial position
At 30 November 2017
Group Note As at As at
30 November 30 November
2017 2016
US $ US $
-------------------------------- ------ --- -------------- --------------
Assets
Non-current assets
Intangible assets 13 838,769 1,409,758
Financial assets at fair
value through profit and
loss 12 7,307,696 -
Property, plant and equipment 14 6,005 51,490
-------------------------------- ------ --- -------------- --------------
8,152,470 1,461,248
-------------------------------- ------ --- -------------- --------------
Current assets
Inventories 15 - 4,503
Trade and other receivables 16 963,911 316,545
Cash and cash equivalents 17 1,797,729 1,839,603
-------------------------------- ------ --- -------------- --------------
2,761,640 2,160,651
-------------------------------- ------ --- -------------- --------------
Total assets 10,914,110 3,621,899
Current liabilities
Trade and other payables 21 237,649 484,325
Current income tax liabilities 500 500
-------------------------------- ------ --- -------------- --------------
238,149 484,825
-------------------------------- ------ --- -------------- --------------
Total liabilities 238,149 484,825
-------------------------------- ------ --- -------------- --------------
Net assets 10,675,961 3,137,074
-------------------------------- ------ --- -------------- --------------
Equity attributable to
the owners of the parent
Ordinary shares 19 264,221 228,052
Share premium 19 9,271,098 6,377,383
Retained earnings 20 931,826 (3,778,052)
Translation reserve 20 280,985 (39,540)
Merger reserves 20 (72,169) (72,169)
Non-controlling interest - 421,400
-------------------------------- ------ --- -------------- --------------
Total equity 10,675,961 3,137,074
-------------------------------- ------ --- -------------- --------------
Tekcapital Plc
Company Statement of financial position
At 30 November 2017
Company Note As at As at
30 November 30 November
2017 2016
US $ US $
----------------------------- ------ -------------- --------------
Assets
Non-current assets
Intangible assets 13 - 5,853
Investment in subsidiaries 11 2,049,700 2,569,420
Financial assets at
fair value through
profit and loss 12 981,762 -
----------------------------- ------ -------------- --------------
3,031,462 2,575,273
----------------------------- ------ -------------- --------------
Current assets
Trade and other receivables 16 1,550,737 442,941
Cash and cash equivalents 17 1,422,282 4,027
----------------------------- ------ -------------- --------------
2,973,019 446,968
----------------------------- ------ -------------- --------------
Total assets 6,004,481 3,022,241
Current liabilities
Trade and other payables 21 633,149 814,974
633,149 814,974
----------------------------- ------ -------------- --------------
Total liabilities 633,149 814,974
----------------------------- ------ -------------- --------------
Net assets 5,371,332 2,207,267
----------------------------- ------ -------------- --------------
Equity attributable
to the owners of the
parent
Ordinary shares 19 264,221 228,052
Share premium 19 9,271,098 6,377,383
Retained earnings 20 (4,241,264) (3,885,405)
Translation reserve 20 77,277 (512,763)
----------------------------- ------ -------------- --------------
Total equity 5,371,332 2,207,267
----------------------------- ------ -------------- --------------
The Company's loss before tax for the year ended 30 November
2017 was $426,177.
Tekcapital Plc
Consolidated Statement of changes in equity
For the year ended 30 November 2017
Attributable to equity holders of the
parent company
------------------------------------------------------------------------------------
Non-controlling
Ordinary Share Translation Merger Retained Total interest Total
Group Note Shares Premium Reserve reserve earnings US $ Equity
US $ US $ US $ US $ US $ US $ US $
-------------------- ------ ---------- ---------- ------------- --------- ------------------- ------------- ---------------- -------------
Balance at 30
November
2015 224,684 5,980,751 47,851 (72,169) (2,461,900) 3,719,217 - 3,719,217
Share issue 19 3,368 396,632 - - - 400,000 - 400,000
Loss for the year - - - - (2,215,032) (2,215,032) (343,932) (2,558,964)
Other comprehensive
income - - (87,391) - - (87,391) (73,060) (160,451)
Share based
payments - - - - 84,618 84,618 - 84,618
New funds into
non-controlling
interest - - - - - - 1,652,654 1,652,654
Gain/(loss) arising
from change in NCI - - - - 814,262 814,262 (814,262) -
-------------------- ------ ---------- ---------- ------------- --------- ------------------- ------------- ---------------- -------------
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
-------------------- ------ ---------- ---------- ------------- --------- ------------------- ------------- ---------------- -------------
Tekcapital PLC
Company Statement of changes in equity
For the year ended 30 November 2017
Attributable to owners of the parent company
Ordinary Share Translation Retained Total
Company Note Shares Premium Reserve earnings Equity
US $ US $ US $ US $ US $
------------------------ -------- ----------- ---------- -------------- ------------ -------------------
Balance at 1 December
2015 224,684 5,980,751 (32,141) (1,028,925) 5,144,369
Share issue 3,368 396,632 - - 400,000
Loss for the year - - - (2,941,098) (2,941,098)
Other comprehensive
income - - (480,622) - (480,622)
Share based payments - - - 84,618 84,618
Balance at 30 November
2016 228,052 6,377,383 (512,763) (3,885,405) 2,207,267
---------------------------------- ----------- ---------- -------------- ------------ -------------------
Share issue 34,879 3,017,010 - - 3,051,889
Cost of share issue - (202,625) - - (202,625)
Loss for the year - - - (426,177) (426,177)
Other comprehensive
income - - 590,040 - 590,040
Share based payments - - - 70,318 70,318
Warrants exercised 1,290 79,330 - - 80,620
Balance at 30 November
2017 264,221 9,271,098 77,277 (4,241,264) 5,371,332
---------------------------------- ----------- ---------- -------------- ------------ -------------------
Tekcapital Plc
Consolidated Statement of cash flows
For the year ended 30 November 2017
Group Note For the For the
year ended year ended
30 November 30 November
2017 2016
US $ US $
------------------------------- ------ ------------- -------------
Cash flows from operating
activities
Cash used in operations 24 (2,739,179) (2,376,124)
Taxation paid (2,206) (1,566)
Net cash used in operating
activities (2,741,385) (2,377,690)
------------------------------- ------ ------------- -------------
Cash flows from investing (596,176) -
activities
Deemed disposal of
subsidiary, net of
cash acquired
Purchases of property,
plant and equipment 14 (15,755) (55,359)
Purchases of intangible
assets 13 (43,277) (380,938)
Interest received - 314
Net cash used in investing
activities (655,208) (435,983)
Cash flows from financing
activities
Proceeds from issuance
of ordinary shares 19 3,051,889 -
Process from issue 80,620 -
of warrants shares
Costs of raising finance (202,625)
Cash from non controlling
interest 323,300 1,652,654
Net cash from financing
activities 3,253,184 1,652,654
------------------------------- ------ ------------- -------------
Net (decrease) in
cash and cash equivalents (143,410) (1,161,019)
Cash and cash equivalents
at beginning of year 1,839,603 3,139,246
Exchange gain/(loss)
on cash and cash equivalents 101,536 (138,624)
Cash and cash equivalents
at end of year 1,797,729 1,839,603
------------------------------- ------ ------------- -------------
Notes
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
detailed on page 1 of these financial statements. 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. Accounting policies
2.1 Statement of compliance
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.
The financial statements of the parent company have been
prepared in accordance with Financial Reporting Standard 101
"Reduced disclosure framework" ('FRS 101'). The company will
continue to prepare its financial statements in accordance with
FRS101 on an ongoing basis until such time as it notifies
shareholders of any change to its chosen accounting framework.
The Company financial statements have been prepared using the
historical cost convention except where other measurement basis are
required to be applied and in accordance with IFRS under FRS 101.
In accordance with FRS101, the company has taken advantage of the
following exemptions:
-- IAS 7, 'Statement of Cash Flows'
-- Requirements of IAS 24, 'Related Party Disclosures' to
disclose related party transactions entered into between two or
more members of a group
2.1.1 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.
2.1.2 Changes in accounting policy and disclosures
Recognition of the Group as an investment entity effective 1 May
2017
Effective 1 May 2017, the Group adopted a change in the
accounting policy triggered by classification of Tekcapital PLC as
an investment entity under IFRS 10 par. 27. This determination
resulted from analysis of the following key criteria provided under
IFRS 10. An investment entity:
-- Obtains funds from one or more investors for the purpose of
providing clients with investment management services
-- Commits to its investors that its business purpose is to
invest funds solely for return from capital appreciation,
investment income or both
-- Measures and evaluate the performance of substantially all of
its investments on a fair value basis.
Tekcapital's IP search and technology transfer investment
services represent investment advisory services, and therefore
Tekcapital Europe Limited and Tekcapital LLC continue to be treated
as subsidiaries and are consolidated in the Group financial
statements. These services may be provided to investors, clients
and third parties. The Board considers that the criteria are met in
the group's current circumstances.
Tekcapital has refined its business purpose to that of providing
intellectual property investment services and advice to create
market value. This refined focus has become one of creating value
primarily through out-licensing of intellectual properties and in
some cases from the monetisation of portfolio company investments
primarily through out-licensing and also through trade sales or
Initial Public Offerings, when appropriate. The Board envisages
that Tekcapital's shareholder returns will derive primarily from
mid to long-term capital appreciation of a portion of its
intellectual property investments, as well as from providing IP
investment services to clients. In addition, the Group has and when
appropriate intends to receive shares in its clients and portfolio
companies as payment for the services provided.
Following the adoption of the change in the accounting for its
investments, Tekcapital discontinued consolidation of Belluscura
and its other Intellectual Property portfolio investments effective
1 May 2017.
Consequently, assets and liabilities of the investments were
eliminated from the Group's balance sheet as of 1 May 2017.
Tekcapital Europe Ltd and Tekcapital LLC are still recognised as
subsidiaries of Tekcapital plc because they continue to provide
advisory services in IP search and technology transfer.
The Group now measures its investments at fair value through
profit or loss in accordance with IAS 39. The Group uses valuation
techniques appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of
unobservable inputs. Our newly adopted fair value valuation policy
is as follows:
-- The fair value of new portfolio companies is estimated at the
cost of the acquired IP or equity plus associated expenses to
facilitate the acquisition.
-- Existing portfolio companies are valued as follows:
Ø If a market transaction such as third-party funding has
occurred during the past 18 months we will value our ownership in
the portfolio company at this observed valuation, taking account of
any observed material changes during the period.
Ø In the absence of a recent market transaction, fair value will
be estimated by alternative methods and where appropriate by an
external, qualified valuation expert.
In accordance with this change previously consolidated
subsidiaries were deconsolidated at a gain to the group of
$226,656.
The Group's shares in portfolio companies are now classified as
Financial Assets at Fair Value through Profit & Loss. The group
recognised a fair value increase of $6.1m in relation to the
investee companies which was based on:
-- the valuation of $6m of Lucyd pte ltd, subsidiary of Lucyd
Ltd, subsidiary of Tekcapital, compared to the previously
recognised fair value of $0.2m
-- $0.25m fair value gain implied by the private placement into
Belluscura at 13 pence per share as announced on the 14 February
2018.
Please see Note 12 for more details.
New standards and interpretations not yet adopted by the
Group
A number of new standards and amendments to standards and
interpretations are effective for annual periods after 30 November
2017, and have not been applied in preparing these consolidated
financial statements.
The following pronouncements which are potentially relevant to
the Group have been issued by the IASB are effective for annual
periods beginning on or after 1 January 2018:
Amendments to IFRS 2 "classification and Measurement of
Share-based Payment Transactions"
Amendments to IFRS 4 "Applying IAS 39 Financial Instruments with
IFRS 4 insurance contracts"
IFRS 9 "Financial Instruments"
IFRS 9 "Financial Instruments" was issued in July 2014 to
replace IAS 39 "Financial Instruments: Recognition and Measurement"
and has been endorsed by the EU. The standard is effective for
accounting periods beginning on or after 1 January 2018.
IFRS 16 Leases
IFRS 16 is a significant new standard, the impacts of which on
the Group's financial reporting are currently being assessed.
IFRS 15 Revenue from contracts with customers
The standard has been developed to provide a comprehensive set
of principles in presenting the nature, amount, timing and
uncertainty of revenue and cash flows arising from a contract with
a customer. The standard is based around the following steps in
recognising revenue: 1. Identify the contract with the customer; 2.
Identify the performance obligations in the contract; 3. Determine
the transaction price; 4. Allocate the transaction price; and 5.
Recognise revenue when a performance obligation is satisfied. On
application of the standard the disclosures are
likely to increase. The standard includes principles on
disclosing the nature, amount, timing and uncertainty of revenue
and cash flows arising from contracts with customers, by providing
qualitative and quantitative information. The standard is effective
for periods beginning on or after 1 January 2018.
None of these is expected to have a significant effect on the
consolidated financial statements of the Group.
The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet
effective.
No other issued but not endorsed amendments to IFRS will have a
material impact on the Group's financial statements once they
become endorsed and effective.
2.2 Business combinations
Tekcapital PLC was incorporated on 3 February 2014 and on 18
February 2014 entered into an agreement to acquire the issued share
capital of Tekcapital Europe Limited by way of share issue. On 19
February 2014 it acquired the issued share capital of Tekcapital
LLC also by share issue. This has been accounted for as a common
control transaction under IFRS 3 using the pooling of interest
method by using the nominal value of shares exchanged in the
business combination and no fair value adjustment.
The consolidated financial statements comprise the financial
statements of Tekcapital PLC and all subsidiaries controlled by it.
Other than those subsidiaries mentioned above, all other
subsidiaries have been consolidated using the acquisition method of
consolidation.
Subsidiaries are entities that are controlled by the Group.
Control is achieved when the Group has the power to govern the
financial and operating policies of an entity so as to obtain
economic benefit from its activities. Inter-company transactions,
balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated
when necessary amounts reported by subsidiaries have been adjusted
to conform to the Group's accounting policies.
2.3 Foreign currencies
(a) Functional and presentation currency
These consolidated financial statements are presented in US
Dollars which is the presentation currency of the Group. This is
because the majority of the Group's transactions are undertaken in
US Dollars. Each subsidiary within the Group has its own functional
currency which is dependent on the primary economic environment in
which that subsidiary operates.
Effective 1 December 2014 Tekcapital PLC and Tekcapital Europe
Limited changed their functional currency to UK Sterling. This is
because, the primary economic activity of these entities is
undertaken in the UK.
(b) Transactions and balances
Foreign currency transactions are translated into functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at the year-end exchange
rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement. Foreign exchange
gains and losses that relate to borrowings and cash and cash
equivalents are presented in the income statement within 'finance
income or costs'.
(c) Group companies
The results and financial position of all Group entities (none
of which has the currency of a hyper-inflationary economy) that
have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are
translated at the closing exchange rates at the date of that
balance sheet.
(ii) income and expense for each income statement are translated
at the average rates of exchange during the period (unless this
average is not a reasonable approximation of the cumulative effect
of the rates prevailing
(iii) on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the
transactions)
(iv) all resulting exchange differences are recognised in other comprehensive income.
2.4 Investment in subsidiaries
Investments in subsidiaries are recognised initially at cost.
The cost of the investment includes transactions costs. The
carrying amounts are reviewed at each reporting dated to determine
whether there is any indication of impairment.
Following the adoption of the change in the accounting for its
investments described in Note 2.1.2, Tekcapital transferred its
investments in these companies from investment in subsidiaries to
investments held at fair value through the profit and loss for
Belluscura and its other Intellectual Property portfolio
investments effective 1 May 2017.
Tekcapital Europe Ltd and Tekcapital LLC are still recognised as
subsidiaries of Tekcapital plc because they continue to provide
advisory services in IP search and technology transfer.
2.5 Non-controlling interests
Losses applicable to non-controlling interests in a subsidiary
are allocated to the non-controlling interests, even if doing so
causes the non-controlling interests to have a deficit balance.
Adjustments to non-controlling interests arising from
transactions that do not involve the loss of control are based on a
proportionate amount of the net assets of the subsidiary.
Upon the loss of control the assets and liabilities of the
subsidiary, any non-controlling interests and other components of
equity related to the subsidiary are derecognised. Any resulting
gain or loss is recognised in the profit and loss.
2.6 Property, plant and equipment
Property, plant and equipment is stated at historical cost less
accumulated depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the
income statement during the financial period in which they are
incurred.
Depreciation of assets are calculated to write off the cost less
the estimated residual value of tangible fixed assets by equal
instalments over the estimated useful economic lives as
follows:
Furniture - 3 years
Computer equipment - 3 years
Leasehold improvements - 5 years
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period. An
asset's carrying amount is written down immediately to its
recoverable amount if the assets carrying value is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount and are recognised within 'Other
gains / (losses) - net' in the income statement. When re-valued
assets are sold, the amounts are included in other reserves are
transferred to retained earnings.
2.7 Intangible assets
(a) Invention Evaluator
This is an intangible asset and a piece of computer software
acquired for use by one of the subsidiaries of the Group and is
shown at original cost of purchase less impairment losses.
Under IAS38, this asset is regarded by the Directors as being an
intangible asset with an indefinite useful life. The Directors
believe that the asset is unique in that no competitor offering
currently exists, the service appeals globally to many types of
clients including Fortune 100 companies, there is no expectation of
obsolescence in the foreseeable future, and the service provided by
the asset generates sufficient ongoing revenue streams.
Consequently, no write down in the value of this asset either by
way of amortisation or impairment has occurred in this financial
year. In the Directors' opinion this asset has an indefinite useful
life.
(b) Computer software and website development
Costs associated with maintaining computer software programmes
and the Company website are recognised as an expense as incurred.
Development costs that are directly attributable to the design and
testing of identifiable and unique software products controlled by
the Group are recognised as intangible assets when the following
criteria are met:
(i) it is technically feasible to complete the software product
so that it will be available for use;
(ii) management intends to complete the software product and use or sell it;
(iii) there is an ability to use or sell the software product;
(iv) it can be demonstrated how the software product will
generate probable future economic benefits;
(v) adequate technical, financial and other resources to
complete the development and to use or sell the
software product are available; and
(vi) the expenditure attributable to the software product during
its development can be reliably
measured.
Computer software development costs recognised as assets are
amortised over their estimated useful lives, which do not exceed
four years.
(c) Licenses
Costs associated with the acquisition of Licenses for
technologies with the express purpose of developing them further
for a commercial market are recognised as an intangible asset when
they meet the criteria for capitalisation. That is, they are
separately identifiable and measurable and it is probable that
economic benefit will flow to the entity.
Further development costs attributable to the Licensed
technology and recognised as an intangible asset when the following
criteria are met:
(i) it is technically feasible to complete the technology for
commercialisation so that it will be available for use;
(ii) management intends to complete the technology and use or sell it;
(iii) there is an ability to use or sell the technology;
(iv) it can be demonstrated how the technology will generate
probable future economic benefits;
(v) adequate technical, financial and other resources to
complete the development and to use or sell the technology are
available; and
(vi) the expenditure attributable to the technology during its
development can be reliably measured.
Licenses and their associated development costs are amortised
over the life of the license or the underlying patents, whichever
is shorter.
(d) Vortechs Group
This is an intangible asset acquired for use by one of the
subsidiaries of the Group and is valued at original cost of
purchase.
Under IAS38, the Group's Vortechs Group asset is regarded by the
Directors as being an intangible asset with an indefinite useful
life. The Directors believe that this asset is unique as it
operates in a niche market, it generates an ongoing revenue stream,
and there is no expectation of obsolescence. This asset meets the
requirements of IAS38 as it is separately identifiable, controlled
by the Group, the cost can be measured reliably, and as a result of
owning this asset future economic benefits in the form of service
revenue are generated for the Group.
In the opinion of the Directors this asset as an indefinite
useful life and there has been no amortisation or impairment
provided in the current year.
2.8 Impairment of non-financial assets
Intangible assets that have an indefinite useful life or
intangible assets not ready to use are not subject to amortisation
and are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset's carrying value exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are largely independent cash inflows, (CGUs). Prior impairments of
non-financial assets (other than goodwill) are reviewed for
possible reversal at each reporting date.
2.9 Financial assets
2.9.1 Classification
The Company classifies its financial assets depending on the
purpose for which the asset was acquired. Management determines the
classification of its financial assets at initial recognition.
During the financial year the Group held investments into Lucyd
Ltd, Belluscura plc and other portfolio companies classified as
equity investments. They are included in current assets and are
measured at fair value through profit and loss in accordance with
IAS 39.
The Company also has loans and receivables that are
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They are included in
current assets, except for maturities that are greater than 12
months after the end of the reporting year. These are classified as
non-current assets. The Group's loans and receivables comprise
'trade and other receivables' in the balance sheet. The Group also
has cash and cash equivalents.
2.9.2 Recognition and measurement
The Company's investments into the portfolio companies are
recognised on the acquisition or formation date and measured at
fair value through profit or loss in accordance with IAS 39.
Loans and receivables are recognised on the trade date in which
the transaction took place and are recognised at their fair value
(which equates to cost) with transaction costs expensed in the
income statement. Financial assets are derecognised when the rights
to receive cash flows from the loans or receivables have been
collected, expired or transferred and the Group has subsequently
transferred substantially all risks and rewards of ownership.
2.9.3 Fair value
Financial instruments are measured at fair value including
investments in portfolio companies, cash and cash equivalents,
trade and other receivables, trade and other payables, and
borrowings.
The Group measures portfolio companies using valuation
techniques appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of
unobservable inputs. Our newly adopted fair value valuation policy
is as follows:
The fair value of new portfolio companies is estimated at the
cost of the acquired IP or equity plus associated expenses to
facilitate the acquisition.
-- Existing portfolio companies are valued as follows:
Ø If a market transaction such as third-party funding has
occurred during the past 18 months we will value our ownership in
the portfolio company at this observed valuation, taking account of
any observed material changes during the period.
Ø In the absence of a recent market transaction, fair value will
be estimated by alternative methods and where appropriate by an
external, qualified valuation expert. The valuation technique used
fall under Level 2 - Observable techniques other than quoted prices
and Level 3 - other techniques as defined by IFRS 13.
Due to their short-term nature, the carrying value of cash and
cash equivalents, trade and other receivables, and trade and other
payables approximate their fair value. The fair value of borrowings
equals their carrying amounts, as the impact of discounts is not
significant.
2.10 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount
reported in the balance sheet when there is a legally enforceable
right to offset the recognised amounts and there is the intention
to settle on a net basis or realise the asset and settle the
liability simultaneously.
2.11 Impairment of financial assets
The Group assesses at the end of each reporting year whether
there is objective evidence that a financial asset or group of
financial assets is impaired. A financial asset or group of
financial assets is impaired and impairment losses are incurred
only if there is objective evidence of impairment as a result of
one or more events that have occurred after the initial recognition
of the asset (a 'loss event') and the loss event (or events) has an
impact on the estimated future cash flows of the financial asset or
group of financial assets that can be reliably estimated.
Evidence of impairment may include indications of that the
debtors or a group of debtors is experiencing significant financial
difficulty, default or delinquency in interest or principal
payments, the probability that they will enter bankruptcy or other
financial reorganisation, and where observable data indicate that
there is a measurable decrease in the estimated future cash flows,
such as changes in arrears or economic conditions that correlate
with defaults.
For the loans and receivables category, the amount of the loss
is measured as the difference between the assets carrying amount
and the present value of estimated future cash flows (excluding
future credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate. The carrying
amount of the asset is reduced and the amount of the loss is
recognised in the consolidated income statement. If a loan or
held-to maturity investment has a variable interest rate, the
discount rate for measuring any impairment loss is the current
effective interest rate determined under the contract. As a
practical expedient, the Group may measure impairment on the basis
of an instrument's fair value using an observable market price.
If, in a subsequent year, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised (such as the
improvement in the debtor's credit rating), the reversal of the
previously recognised impairment loss is recognised in the
consolidated income statement.
2.12 Inventories
Inventories comprise goods held for resale and are stated at the
lower of cost or net realisable value. Cost includes all direct
expenditure and other appropriate attributable costs incurred in
bringing the inventory to its present location and condition.
2.13 Trade receivables
Trade receivables are amounts due from customers for the
provision of services performed in the ordinary course of business.
Collection is normally expected within three months or less (in the
normal operating cycle of the business) and is classified as
current assets. In the rare circumstances that they exceed a period
of greater than one year they are presented as non-current
assets.
In some instances, the Group accepts convertible loan notes for
trade debts these are held separately on the statement of financial
position until maturity or disposal on the open market. Any value
received which is greater or less than the value of the original
debt is taken to the consolidated statement of comprehensive
income.
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less any provision for impairment.
2.14 Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash
equivalents includes cash in hand, deposits held at call with other
banks, other short term highly liquid investments with maturities
of three months or less and bank overdrafts. In the consolidated
statement of financial position, bank overdrafts are shown within
borrowings in current liabilities.
2.15 Share capital
Ordinary Shares
Ordinary shares are classified as equity.
Share premium
The share premium account has been established to represent the
excess of proceeds over the nominal value for all share issues,
including the excess of the exercise share price over the nominal
value of the shares on the exercise of share options as and when
they occur. Incremental costs directly attributable to the issue of
new ordinary shares and new shares options are shown in equity as a
deduction, net of tax, from the proceeds.
Merger Reserve
The consolidated financial statements are accounted for using
the 'pooling of interests' method', which treats the Group as if it
had been combined throughout the current and comparative accounting
periods. Pooling of interests principles for this combination gave
rise to a merger reserve in the consolidated statement of financial
position, being the difference between the nominal value of new
shares issued by the Company for the acquisition of the shares of
the subsidiary and the subsidiary's own share capital.
Non-controlling interest
Non-controlling interest is the portion of equity ownership in a
subsidiary not attributable to the parent company.
2.16 Trade payables
Trade payables are obligations to pay for goods and services
that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of business if longer). If not, they are presented
as non-current liabilities.
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest rate method.
2.17 Share based payments
The Group operates a number of equity-settled, share-based
compensation plans, under which the entity receives services from
employees as consideration for equity instruments (options) of the
Group. The fair value of the employee services received in exchange
for the grant of options is recognised as an expense. The total
amount to be expensed is determined by reference to the fair value
of the options granted:
-- including any market performance conditions;
-- excluding the impact of any service and non-market
performance vesting conditions (for example, profitability, sales
growth targets and remaining an employee of the entity over a
specified time period); and
-- excluding the impact of any non-vesting conditions (for
example the requirement of the employees to save).
Assumptions about the number of options that are expected to
vest include consideration of non-market vesting conditions. The
total expense is recognised over the vesting period, which is the
period over which all of the specified vesting conditions are to be
satisfied. At the end of each reporting period, the entity revises
its estimates of the number of options that are expected to vest
based on the non-market vesting conditions. It recognises the
impact of the revision to the originally estimates, if any, in the
income statement, with a corresponding adjustment to equity.
When the options are exercised, the Group issues new shares. The
proceeds received net of any directly attributable transactions
costs are credited to share capital (nominal value) and share
premium when the options are exercised.
2.18 Current and deferred tax
The tax expense for the year comprises current and deferred tax.
Tax is recognised in the consolidated income statement, except to
the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax
is also recognised in other comprehensive income or directly in
equity, respectively.
The current income tax charge is calculated on the basis of tax
laws enacted or substantively enacted at the balance sheet date in
the countries where the Company and its subsidiaries operate and
generate taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary timing
differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial
statements. However, deferred tax liabilities are not recognised if
they arise from the initial recognition of goodwill; deferred
income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the balance
sheet date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability
is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred income tax liabilities are provided on taxable
temporary differences arising from investments in subsidiaries
except for deferred income tax liability where the timing of the
reversal of the temporary difference is controlled by the Group and
it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred income tax assets are recognised on deductible
temporary differences arising from investments in subsidiaries only
to the extent that it is probable the temporary difference will
reverse in full in the future and there is sufficient taxable
profit available against which the temporary difference can be
utilised.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle balances on a net
basis.
2.19 Provisions
Provisions and any other anticipated foreseen liabilities are
recognised: when the Group has a present legal or constructive
obligation as a result of past events; it is probable that an
outflow of resources will be required to settle the obligation; and
the amount has been reliably estimated. Restructuring provisions
comprise lease termination penalties, and employee termination
payments. Provisions are not recognised for future operating
losses.
Where there are a number of similar obligations, the likelihood
that an outflow will be required in settlement is determined by
considering a class of obligations as a whole. A provision is
recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures
expected to be required to settle the obligation using a pre-tax
rate that reflects current market assessments of the time value of
money and the risks specific to the obligation. The increase in the
provision due to the passage of time is recognised as an interest
expense.
2.20 Leases
Leases are classified as finance leases whenever the terms of
the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as
operating leases.
Rentals payable under the operating leases are charged to income
on a straight-line basis over the term of the relevant lease.
2.21 Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable, and represents amounts receivable for the
services supplied, stated net of discounts, and value added taxes.
The Group recognises revenue when the amount of revenue can
reliably be measured; when it is probable that future economic
benefits will flow to the Group; and when specific criteria have
been met for each of the Group's activities, as described below.
The Group bases its estimate of return on historical results taking
into consideration the type of customer, the type of transaction
and the specifics of each arrangement.
Provision of services
Income is derived from the provision of services either when a
report is issued to the client; or when a specialist fee is
incurred for the transfer of rights to intellectual property where
a client has acquired IP from a report. Revenue is recognised when
a service has been provided.
Sales of goods
Income is derived from the sale of goods when the goods have
been shipped to the customer
Interest income
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective
interest rate applicable.
3. Financial Risk Management
3.1 Financial risk factors
(a) Credit Risk
Credit risk is managed on a Group basis. In order to minimise
this risk, the Group endeavours to only deal with companies that
are demonstrable creditworthy, and the Directors continuously
monitor the exposure.
(b) Liquidity Risk
Cash flow forecasting is performed on a Group basis. The
Directors monitor rolling forecasts of the Group's liquidity
requirements to ensure it has sufficient cash to meet operational
needs.
At the reporting date the Group held bank balances of US
$1,797,729.
(c) Financial risk management
The Company's Directors review the financial risk of the Group.
Due to the early stage of its operations the Group has not entered
into any form of financial instruments to assist in the management
of risk during the period under review.
(d) Market risk
Due to low value and number of financial transactions that
involve foreign currency and the fact that the Group has no
borrowings to manage, the Directors have not entered into any
arrangements, adopted or approved the use of derivative financial
instruments to assist in the management of the exposure of these
risks. It is their view that any exchange risks on such
transactions are negligible.
(e) Foreign exchange risk
Foreign exchange risk arises when individual Group entities
enter into transactions denominated in a currency other than their
functional currency. The Group's policy is, where possible, to
allow Group entities to settle liabilities denominated in their
functional currency, with the cash generated from their own
operations in that currency. Where Group entities have liabilities
denominated in a currency other than their functional currency (and
have insufficient reserves of that currency to settle them), cash
already denominated in that currency will, where possible, be
transferred from elsewhere within the Group.
A sensitivity analysis has been performed to assess the exposure
of the Group to foreign exchange movements. If the exchange rate
weakened by 10 percent then the effect on the loss before tax would
increase by $63,011 and equity would decrease by $39,537.
3.2 Capital management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders, benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of
capital.
In order to adjust or maintain the capital structure, the Group
may adjust the level of dividends paid to its shareholders, return
capital to shareholders, issue new shares or sell assets to reduce
borrowings. The Group has no external borrowings. This policy is
periodically reviewed by the Directors, and the Group's strategy
remains unchanged for the foreseeable future.
The capital structure of the Group consists of cash and bank
balances and equity consisting of issued share capital, reserves
and retained losses of the Group. The Directors regularly review
the capital structure of the Company and consider the cost of
capital and the associated risks with each class of capital. The
Company has no external borrowings and this has no impact on the
gearing levels of the Group as at 30 November 2017.
The Company's historic cost of capital has been the cost of
securing equity financings, which have averaged around 10%. The
company's long-term financial goal is to optimise its returns on
invested capital (ROIC) in excess of our weighted average cost of
capital (WACC) and as such create value for our shareholders. The
method the Company seeks to employ for achieving this is to utilise
its structural intellectual capital developed through its Discovery
Search Network, its Invention Evaluator service and its Vortechs
Group Service to mitigate selection bias and improve returns on
invested capital.
4. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The Directors make estimates and assumptions concerning the
future. The resulting accounting estimates will by definition,
seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying value of the assets and liabilities
within the next financial year are detailed below.
(a) Valuation of unquoted equity investments
In applying valuation techniques to determine the fair value of
unquoted equity investments the Group makes estimates and
assumptions regarding the future potential of the investments. As
the Group's investments are in seed, start-up and early stage
businesses it can be difficult to assess the outcome of their
activities and to make reliable forecasts. Given the difficulty of
producing reliable cash flow projections for use in discounted cash
flow valuations, the Group adopted the policy to value new
portfolio companies at cost of the acquired IP or equity plus
associated expenses to facilitate the acquisition. Existing
portfolio companies are valued using either a market transaction
such as third-party funding or, in the absence of a recent market
transaction, by alternative methods and where appropriate by an
external, qualified valuation expert.
A discount of 30% has been applied when arriving at a value for
the proportion of Lucyd value derived from the funds raised through
the initial token offering to February 2018 to reflect uncertainty
associated with the TGE process at the year end. Whilst the
directors adopt the 30% applied by the valuation expert as their
best estimate, a change in the discount applied could lead to a
material change in the $3.6m of the fair value which was derived
from this estimate.
A discount of 66% has been applied when arriving at the value of
the proportion of Lucyd value derived from the 40m tokens retained
by Lucyd in treasury due to the fact that (i) Lucyd tokens are
locked in treasury for 9 months following 30 November 2017 and (ii)
there is no active market for Lucyd's tokens. Whilst the directors
adopt the 66% applied by the valuation expert as their best
estimate, a change in the discount applied could lead to a material
change in the $2.9m of the fair value which was derived from this
estimate.
(b) Deferred taxes
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax assets are recognised
to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised based on tax laws and rates that have been enacted or
substantively enacted at the balance sheet date.
Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited in other
comprehensive income, in which case the deferred tax is also dealt
with in other comprehensive income.
The Group did not recognize deferred tax liability on fair value
gains associated with the revaluation of shares in its portfolio
companies due to availability of the substantial shareholdings
exemption.
(c) Useful life of Invention Evaluator website
The Directors have considered the useful life of the Invention
Evaluator website to be indefinite because of the uniqueness of the
service it provides and that there is no competitor in the market
in which the Group operates who is able to provide a similar
service. The Directors will undertake an annual review that
considers any impairment and if required make a provision in the
financial statements.
(d) Useful life of Vortechs Group
The Directors have considered the useful life of Vortechs Group
to be indefinite because of the ongoing service revenue that is
being generated. The business operates in a specialised market,
with few competitors. The Directors will undertake an annual review
that considers any impairment and if required make a provision in
the financial statements.
(e) Share based payment
The estimate of share based payments costs requires the
Directors to select an appropriate valuation model and make
decisions about various inputs into the model including the
volatility of its own share price, the probable life of the options
and the risk free interest rate.
5. Segmental reporting
The Directors consider the business to have three segments for
reporting purposes under IFRS 8 which are:
-- professional services, including the provision of recruitment
services via Vortechs Group, provision of reports and services
provided to locate and transfer technologies to customers
-- licensing and investment activities, including acquiring
licenses for technologies, portfolio company investment,
development and commercialisation
-- product sales (relevant only for first 5 months of the year
ended 30 November 2017, due to deconsolidation of Belluscura plc as
of May 1, 2017).
Segmental revenues and results
2017 Professional Licensing Product Other Total
Consolidated income Services & Investment Sales US $ US $
statement US $ US $ US $
------------------------- ------------- ----------------- ---------- ------------ ------------
Net revenue 813,714 6,309,882 139,452 - 7,263,048
Cost of sales (462,039) - (230,571) - (692,610)
Administrative
expenses (208,721) - (761,369) (1,410,287) (2,380,377)
Depreciation and
amortisation - (15,900) (10,414) (10,593) (36,907)
Group operating
income/(loss) 142,954 6,293,982 (862,902) (1,420,880) 4,153,154
Finance income - - - - -
Income/(Loss)
on ordinary activities
before income
tax 142,954 6,293,982 (862,902) (1,420,880) 4,153,154
Income tax expense - - (300) (1,106) (1,406)
Income/(Loss)
after tax 142,954 6,293,982 (863,202) (1,421,984) 4,151,748
------------------------- ------------- ----------------- ---------- ------------ ------------
2016 Professional Licensing Product Other Total
Consolidated income Services Activities Sales US $ US $
statement US $ US $ US $
------------------------- ------------- ------------ ---------- ------------ ------------
Revenue 721,756 - 43,021 - 764,777
Cost of sales (423,191) - (33,291) - (456,482)
Administrative
expenses (157,087) (74,549) (972,508) (1,602,159) (2,806,303)
Depreciation and
amortisation - (32,741) (14,025) (13,738) (60,504)
Group operating
income/(loss) 141,478 (107,290) (976,803) (1,615,897) (2,558,512)
Finance income - - 1 313 314
Income/(Loss)
on ordinary activities
before income
tax 141,478 (107,290) (976,802) (1,615,584) (2,558,198)
Income tax expense - - - (766) (766)
Income/(Loss)
after tax 141,478 (107,290) (976,802) (1,616,350) (2,558,964)
------------------------- ------------- ------------ ---------- ------------ ------------
Segment assets and liabilities
2017 Professional Licensing Product
Consolidated statement Services Activities Sales Other Total
of financial position US $ US $ US $ US $ US $
------------------------- ------------- ------------ ------------- ---------- -----------
Assets 1,523,035 9,277,838 - 113,237 10,914,110
Liabilities (8,140) - - (230,009) (238,149)
Net assets 1,514,895 9,277,838 - (116,771) 10,675,961
------------------------- ------------- ------------ ------------- ---------- -----------
2016 Professional Licensing Product Other Total
Consolidated statement Services Activities Sales US $ US $
of financial position US $ US $ US$
------------------------- ------------- ------------ ---------- ---------- ----------
Assets 839,668 391,043 1,612,906 778,282 3,621,899
Liabilities (87,600) - (232,541) (164,684) (484,825)
Net assets 752,068 391,043 1,380,365 613,598 3,137,074
------------------------- ------------- ------------ ---------- ---------- ----------
Geographical information
Disclosure of Group revenues by geographic location.
2017 2016
US $ US $
---------------- ---------- --------
United Kingdom 6,390,581 27,875
United States 872,467 736,902
----------------- ---------- --------
Total revenue 7,263,048 764,777
----------------- ---------- --------
6. Expenses
6.1 Expenses by nature
Group 2017 2016
US $ US $
---------------------------- ---------- ----------
Depreciation of property
plant and equipment 9,958 11,130
Amortisation of other
intangible assets 26,949 49,375
Other administration
expenses 2,396,036 2,846,496
Foreign exchange movements (15,659) (40,194)
----------------------------- ---------- ----------
Total expenses 2,417,284 2,866,807
----------------------------- ---------- ------------
6.2 Auditor remuneration
During the year, the Group (including its subsidiaries) obtained
the following services provided by the auditor
and its associates:
Group 2017 2016
US US $
$
----------------------------------------- ----------- ---------
Fees payable to the Group's
auditor and its associated
for the audit of the Group
and Company financial statements 46,413 38,905
Fees payable to the Company's
auditor and its associates
for other services
* Tax advisory services - 10,580
* Audit of subsidiaries 10,238 24,913
- -
* Audit related assurance services
* Other non audit services - 6,826
56,651 81,224
--------------------------------------------- ------- -------
7. Employees
7.1 Directors' emoluments
Group 2017 2016
US $ US $
---------------------- -------- --------
Directors emoluments 426,350 310,637
Total 426,350 310,637
----------------------- -------- --------
The highest paid Director received a salary of $159,410 (2016:
$204,714) and benefits of $18,719 (2016: $17,499). The highest paid
Director received a bonus of $191,865 (2016: $0).
The highest paid Director did not exercise any share options or
receive any shares from the Company during the current year.
7.2 Employee benefit expense
Group 2017 2016
US $ US $
------------------------------ -------- ----------
Wages and salaries including
restructuring costs and
other termination benefits 545,160 1,007,276
Social security costs 50,350 81,135
Share options granted to
directors and employees 68,505 84,618
Total 664,015 1,173,029
------------------------------- -------- ----------
7.3 Average number of people employed
Group 2017 2016
---------------------------------- ----- -----
Average number of people
(including executive directors)
employed
Operations 4 5
Management 2 4
Administration - 2
Total average headcount 6 11
----------------------------------- ----- -----
Please note the headcount was reduced in 2017 due to the
deconsolidation of Belluscura plc in accordance with the Accounting
Policy change discussed in Note 2.1.2 and the use of consultants in
place of certain full time administrative positions.
8. Finance income and costs
Group 2017 2016
US $ US $
---------------------------------------------------- ------- ------
Finance Income:
* Interest income on short term bank deposits - 314
Finance income - 314
----------------------------------------------------- ------ ------
9. Income tax expense
Group 2017 2016
US $ US $
----------------------------------------------------- ------------ ------------
Current tax
Current tax on profits for
the year 1,406 766
Adjustments in respect of - -
prior year
Total current tax 1,406 766
------------------------------------------------------ ------------ ------------
Income tax expense 1,406 766
------------------------------------------------------ ------------ ------------
Group 2017 2016
US $ US $
----------------------------------------------------- ------------ ------------
Profit/(Loss) before tax 4,153,154 (2,558,198)
------------------------------------------------------ ------------ ------------
Tax calculated at domestic
tax rates applicable to
profits in the respective
countries 830,631 (511,640)
Tax effects of:
* Expenses not deductible for tax purposes 14,744 18,329
(1,261,976) -
* Income not taxable
* Capital allowances in excess of depreciation 2,830 (6,954)
* Unrelieved tax losses and other deductions 415,177 501,031
Total income tax charge 1,406 766
------------------------------------------------------ ------------ ------------
The tax on the Group's loss before tax differs from the
theoretical amount that would arise using the weighted average tax
rate applicable to losses.
The weighted average applicable tax rate was 20%. The increase
is caused by a standard amount of tax payable in those States in
the USA which a subsidiary company operates from and is not
attributable to the level of profits or losses incurred.
Unused tax losses for which no deferred tax assets have been
recognised is attributable to the uncertainty over the
recoverability of those losses through future profits.
10. Earning/(Loss) 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 $0 at 30
November 2017.
2017 2016
Profits/(Losses) attributable to equity holders of the Company (US$) 4,487,533 (2,215,032)
Weighted average number of Ordinary Shares in issue:
Basic 41,512,012 35,185,310
Diluted 41,718,262 35,185,310
Basic profit (loss) per share (US$) 0.108 (0.063)
Diluted profit/(loss) per share (US$) 0.108 (0.063)
11. Investments in subsidiaries
Company Shares Loans Total
in subsidiaries to subsidiaries US $
US$ US$
-------------------------------- ----------------- ----------------- -----------------
Cost and net book value
As at 1 December 2016 607,681 1,961,739 2,569,420
Additions during the year - - -
Disposal as a result of change
in the accounting policy* (566,930) (165,000) (731,930)
-------------------------------- ----------------- ----------------- -----------------
Foreign currency translation
differences 42,353 169,857 212,210
-------------------------------- ----------------- ----------------- -----------------
Balance at 30 November 2017 83,104 1,966,596 2,049,700
-------------------------------- ----------------- ----------------- -----------------
* In accordance with the Accounting Policy change documented in
Note 2.1.2, the Company now classifies its investments into its
intellectual property portfolio companies as Financial Assets at
Fair Value through Profit and Loss. The amount of US$731,930
representing the Company's investment in Belluscura plc was
consequently recognised as an addition to Financial Assets at Fair
Value as presented in Note 12.
Tekcapital Europe Ltd and Tekcapital LLC are still recognised as
subsidiaries of Tekcapital plc because they continue to provide
advisory services in IP search and technology transfer.
Subsidiaries name Country Proportion Nature of
of Incorporation of ordinary business
and place shares held
of business
------------------ ------------------ ------------- -----------------
Direct
Tekcapital Europe England 100% Provision
Limited and Wales of Intellectual
property
research
services
Tekcapital LLC USA 100% Provision
of Intellectual
property
research
services
Indirect
The following are directly owed by Tekcapital Europe Limited
Lucyd Limited England 100.00% Developer of
and Wales augmented reality
smartglasses
Non-Invasive Glucose England 100.00% Developer of
Tek Limited and Wales breathalyzer
for diabetes
Smart Food Tek Limited England 100.00% Developer for
and Wales baked food coating
to reduce fat
eGravitas Limited England 100.00% Developer of
and Wales power generating
footwear
Frigidus Limited England 100.00% Developer of
and Wales high efficiency
central AC units
eSoma Limited England 100.00% Developer of
and Wales gesture recognition
software
Salarius Limited England 100.00% Developer of
and Wales low sodium salt
and snack foods
As at the year end, the Company has no interest in the ownership
of any other entities or exerts any significant influence over or
provides funding which constitutes an "unconsolidated structured
entity".
All UK subsidiaries are exempt from the requirement to file
audited accounts by virtue of section 479A of the Companies Act
2006.
12. Financial Assets at Fair Value through Profit and 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.
Group Proportion Additions* Fair Subsequent 30 Nov
of ordinary value fair 2017
shares 1 Dec adjustment value
held 2016 at recognition** change***
US US $ US $ US $ US $
$
Lucyd Limited 100.00% - 190,562 5,833,393 6,023,955
Belluscura Limited 47.35% - 731,930 2,450,570 (2,200,738) 981,762
Non Invasive
Glucose Tek Limited 100.00% - 24,199 - 24,199
Smart Food Tek
Limited 100.00% - 44,167 - 44,167
eGravitas Limited 100.00% - 154,535 - 154,535
Frigidus Limited 100.00% - 52,968 - 52,968
eSoma Limited 100.00% - 10,983 - 10,983
Salarius Limited 100.00% - 15,128 - 15,128
Total Balance 1,224,472 2,450,570 3,632,655 7,307,696
---------------------- ------------- ------ ----------- ------------------ ------------- ----------
Company Proportion Additions* Fair Subsequent 30 Nov
of ordinary value fair 2017
shares 1 Dec adjustment value
held 2016 at recognition** change***
US US $ US $ US $ US $
$
Belluscura Limited 47.35% - 731,930 2,450,570 (2,200,738) 981,762
Total Balance - 731,930 2,450,570 (2,200,738) 981,762
-------------------- ------------- ------ ----------- ------------------ ------------- --------
Recognition of portfolio companies as Financial Assets at Fair
Value through Profit and Loss as of May 1, 2017 (see Accounting
Policy described in Note 2.1.2 and Note 2.9) resulted in:
*Additions of the cost of intellectual property contributed by
the Group to portfolio companies (previously recognised at cost) to
Financial Assets at Fair Value through Profit and Loss
**Fair value adjustment of Belluscura plc of $US2.4m to value
shares owned by the Group based on the most recent funding
preceding recognition of the shares at fair value ($3.1m compared
to previously recognised cost of $0.7m). Considering early stage of
commercialization and absence of market transactions for other
portfolio companies as of May 1, 2017, no other fair value
adjustments had been recorded at recognition as their carrying
amounts represented a reasonable approximation of fair value.
***Subsequent fair value measurement of portfolio companies as
of reporting date resulting in fair value gain of $3.6m, combining
for total of $6.1m fair value gain for the Group for the year.
Total fair value gain of $6.1m for the year reflects uplift in
value of shares of Belluscura Limited and Lucyd Limited.
Considering 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.
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 is no comparative amount and there has
been no transfer between levels during the period. Fair value
measurement hierarchy for financial assets as at 30 November
2017:
Date of Significant Significant
Valuation observable unobservable
inputs (Level inputs (Level
Total 2) 3)
US $ US $ US $
30 November
Lucyd and others 2017 6,325,934 - 6,325,934
Belluscura 30 November
Limited 2017 981,762 981,762 -
Total Balance - 981,762 6,325,934
--------------------------------- ---------- --------------- ---------------
Belluscura ($0.25m gain)
As a result of conditions existing as of 30 November 2017,
private placement into Belluscura was completed in February 2018.
The value of $0.18 per share was implied and resulted in valuation
of shares owned by Tekcapital at US$1m, leading to fair value
reduction of $2.2m compared to May 1, 2017 valuation. On an annual
basis, the Group recorded $0.25m fair value gain on its investment
in Belluscura.
Lucyd Ltd ($5.8m gain)
In accordance with the Group's policy, fair value of Lucyd
Limited was determined by an external, qualified valuation expert.
The fair value of Lucyd Limited of $6.0m was determined based on
following valuation inputs:
-- Lucyd Limited's wholly owned subsidiary company, Lucyd
conducted a Token Generation Event ("TGE"). Lucyd's TGE commenced
on October 23, 2017 and generated 100 million tokens with the
purpose of funding the development of prototype augmented reality
smartglasses and a platform to commercialise them. Tokens available
to Lucyd as 30 November 2017 were valued at as follows:
Ø An estimated 0.5m tokens were sold through 30 November 2017 at
$0.25 each, realising $0.12m accounted for at book value
Ø 49.5m tokens available for public sale as at 30 November 2017
valued at $3.6m. Management assumed the best available input for
the value of tokens held as of 30 November 2017 is the value for
which tokens were being sold during the TGE. The market
subsequently valued the tokens available as at 30 November 2017 at
$5.2m after fluctuations in the underlying crypto currency (through
total sale of 24.4m tokens plus bonus tokens ended February 2018).
This amount was used as the valuation of this group of token,
discounted by 30% to reflect the uncertainty associated with the
TGE process as of November 30, 2017.
Ø 40m tokens retained by Lucyd as treasury tokens denominated at
$0.21 each (based on the sale price observed during the TGE which
has not been adjusted by amount of free tokens used to incentivize
sale of tokens but adjusted to take account of the fluctuations in
crypto currency during the TGE Period), discounted by 66% due to
the fact that (i) Lucyd's tokens are in treasury for 9 months
following 30 November 2017 and (ii) there is no active market for
Lucyd's tokens. As such, the valuation of Lucyd's tokens held in
treasury was determined to be $2.9m.
Ø 10m tokens due to management of Lucyd at net book value of
US$0 due to Lucyd's obligation to disburse them after 12 months
following the completion of the TGE.
-- $0.2m worth of intellectual property (exclusive licenses to
13 patents) valued at cost, given Lucyd has not commenced an
R&D program to develop them. This program has started March 1,
2018. This valuation methodology is consistent with Group's policy
to value IP rights it holds at cost, in its other portfolio
companies.
-- ($0.75m) due to creditors at book value.
Lucyd will be re-valuated in subsequent reporting periods. The
future value of Lucyd could fluctuate significantly, either up or
down, based on the performance of the business, the achievement of
product development milestones, the change in the value of the
Lucyd token (LCD) and the volatile nature of the value of
crypto-currencies (Ethereum and Bitcoin) in which the Lucyd Pte is
holding the majority of funds raised, among other factors.
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 and is new in the current period.
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 December 2017 are shown as below:
Valuation Significant Estimate Sensitivity of the
Technique unobservable applied input to fair value
input
Lucyd Net Asset Discount 66% 10% increase in
to Treasury the discount factor
tokens would decrease the
Lucyd valuation
by $850,000, a 10%
reduction in the
discount factor
would increase the
Lucyd valuation
by $850,000
Discount 30% 10% increase in
to tokens the discount factor
on initial would decrease the
token offering Lucyd valuation
by $507,956, a 10%
decrease in the
discount factor
would increase the
value by $507,956
Bonus Share 15% An increase to the
bonus shares would
decrease the Lucyd
value by $340,000,
a 10% decrease would
increase the Lucyd
value by $340,000.
No sensitivities have been included on the other
investments as their fair value equate to cost.
13. Intangible assets
Purchased intangible assets
---------------------------------------------------------------------------
Group Vortechs Licenses Website Invention Total
Group US $ development Evaluator US $
US $ US $ US $
-------------------------- --------- ---------- --------------------------- ----------- ----------
At 1 December 2016 500,000 621,871 26,002 333,815 1,481,688
-------------------------- --------- ---------- --------------------------- ----------- ----------
Additions during
the year - 36,118 - 7,159 43,277
-------------------------- --------- ---------- --------------------------- ----------- ----------
Disposals - (657,989) - (2,205) (660,194)
-------------------------- --------- ---------- --------------------------- ----------- ----------
Exchange difference - - 2,119 - 2,119
-------------------------- --------- ---------- --------------------------- ----------- ----------
At 30 November 2017 500,000 - 28,121 338,769 866,890
-------------------------- --------- ---------- --------------------------- ----------- ----------
- - - - -
-------------------------- --------- ---------- --------------------------- ----------- ----------
Accumulated amortisation
and impairment
-------------------------- --------- ---------- --------------------------- ----------- ----------
At 30 November 2016 - (51,781) (20,149) - (71,930)
-------------------------- --------- ---------- --------------------------- ----------- ----------
Amortisation charge
for the period - (20,955) (5,994) - (26,949)
Disposals - 72,736 - - 72,736
Exchange difference - - (1,978) - (1,978)
-------------------------- --------- ---------- --------------------------- ----------- ----------
At 30 November 2017 - - (28,121) - (28,121)
-------------------------- --------- ---------- --------------------------- ----------- ----------
Net book value
-------------------------- --------- ---------- --------------------------- ----------- ----------
At 30 November 2016 500,000 570,090 5,853 333,815 1,409,758
-------------------------- --------- ---------- --------------------------- ----------- ----------
At 30 November 2017 500,000 - - 338,769 838,769
-------------------------- --------- ---------- --------------------------- ----------- ----------
Under IAS38, the Group's Invention Evaluator is regarded by the
Directors as being an intangible asset with an indefinite useful
life. The Directors believe that the asset is unique in that no
competitor offering currently exists, the service is already proven
to have appealed globally to many types of clients including
Fortune 100 companies, there is no expectation of obsolescence in
the foreseeable future, and the service from the use of the asset
generates sufficient ongoing revenue streams. The Directors have
carried out an impairment review and believe that the value in use
is significantly greater than book value.
Under IAS38, the Group's Vortechs Group asset is regarded by the
Directors as being an intangible asset with an indefinite useful
life. The Directors believe that this asset is unique as it
operates in a niche market, it generates an ongoing revenue stream,
and there is no expectation of obsolescence. This asset meets the
requirements of IAS38 as it is:
- Separately identifiable
- The Group controls this asset
- Future economic benefits flow to the Group in the form of service revenues from this asset
- The cost of this asset can be measured reliably
The Directors have carried out an impairment review and consider
the value in use to be greater than the book value.
The Directors have considered the recoverable amount by
assessing the value in use by considering the future cash flow
projections of the revenue generated by the Vortechs intangible,
cash flows were based on the past revenue generation plus expected
growth. The projections were assessed for a four year period in
order to determine no impairment.
Purchased intangible assets
Company Website Total
development US $
US $
----------------------------------------- ------------- -----------
At 1 December 2016 26,002 26,002
----------------------------------------- ------------- -----------
Additions during the year - -
Disposals
Exchange difference 2,119 2,119
----------------------------------------- ------------- -----------
At 30 November 2017 28,121 28,121
----------------------------------------- ------------- -----------
- -
Accumulated amortisation and impairment
At 30 November 2016 (20,149) (20,149)
Exchange difference - -
Amortisation charge for the period (5,994) (5,994)
Disposals - -
Exchange difference (1,978) (1,978)
----------------------------------------- ------------- -----------
At 30 November 2017 (28,121) (28,121)
----------------------------------------- ------------- -----------
Net book value
----------------------------------------- ------------- -----------
At 30 November 2016 5,853 5,853
----------------------------------------- ------------- -----------
At 30 November 2017 - -
----------------------------------------- ------------- -----------
14. Property, plant and equipment
Group Leasehold Furniture Computer Production
Improvements and Equipment Equipment Equipment Total
US$ US $ US $ US $ US $
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2015 - 1,659 11,321 - 12,980
---------------------------- -------------- --------------- ----------- ----------- ---------
Additions during
the year 13,775 22,676 18,908 - 55,359
Foreign currency
translation differences - (61) (1,281) - (1,342)
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2016 13,775 24,274 28,948 - 66,997
---------------------------- -------------- --------------- ----------- ----------- ---------
Additions during
the year - - 8,322 7,433 15,755
Disposals (13,775) (22,241) (20,074) (7,433) (63,523)
Foreign exchange
differences 9 111 120
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2017 - 2,042 17,307 - 19,349
---------------------------- -------------- --------------- ----------- ----------- ---------
Accumulated amortisation
and impairment
At 30 November
2015 - (500) (4,560) - (5,060)
---------------------------- -------------- --------------- ----------- ----------- ---------
Amortisation
charge for the
year (1,607) (2,921) (6,602) - (11,130)
Foreign currency
translation differences - 4 679 - 683
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2016 (1,607) (3,417) (10,483) (15,507)
Amortisation
charge for the
year (1,148) (2,261) (6,177) (372) (9,958)
Disposals 2,755 4,394 4,258 372 11,779
Foreign exchange
differences - - 343 - 343
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2017 - (1,284) (12,059) (13,344)
---------------------------- -------------- --------------- ----------- ----------- ---------
Net book value
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2016 12,168 20,857 18,465 51,490
---------------------------- -------------- --------------- ----------- ----------- ---------
At 30 November
2017 - 758 5,248 6,005
---------------------------- -------------- --------------- ----------- ----------- ---------
15. Inventories
Group 2017 2016
US $ US $
---------------- ------- ------
Finished goods - 4,503
Inventories - 4,503
----------------- ------ ------
16. Trade and other receivables
Group 2017 2016
US $ US $
----------------------------------- ---- --------- --------
Trade receivables 64,532 164,266
Less provision for impairment - -
of trade receivables
----------------------------------- ---- --------- --------
Trade receivables - net 64,532 164,266
VAT 17,530 36,648
Prepayments 91,438 115,631
Receivables from related
parties 790,411 -
Loans to related parties - -
----------------------------------------- --------- --------
Less non-current portion:
loans to related parties 963,911 316,545
----------------------------------------- --------- --------
Total trade and other receivables 963,911 316,545
----------------------------------------- --------- --------
The fair value of trade and other receivables are not materially
different to those disclosed above. The Group's exposure to credit
risk related to trade receivables is detailed in note 3 to the
accounts.
Company 2017 2016
US $ US $
----------------------------------- ---------- --------
Receivables from Group companies 1,494,729 413,067
VAT 11,249 13,954
Prepayments 44,759 15,920
------------------------------------ ---------- --------
Total trade and other receivables 1,550,737 442,941
------------------------------------ ---------- --------
17. Cash and cash equivalents
Group 2017 2016
US $ US $
--------------------------------- ---------- ----------
Cash at bank and in hand 1,797,729 1,839,603
Total cash and cash equivalents 1,797,729 1,839,603
---------------------------------- ---------- ----------
Company 2017 2016
US $ US $
--------------------------------- ---------- ------
Cash at bank and in hand 1,422,282 4,027
Total cash and cash equivalents 1,422,282 4,027
---------------------------------- ---------- ------
Please note approximately $0.8m of cash used was attributed to
Belluscura plc through deconsolidation date of May 1, 2017.
18. Categories of financial assets and financial liabilities
Group 2017 2016
US $ US $
--------------------------- ---------- ----------
Financial assets
Financial assets at fair 7,307,696
value through profit and
loss -
Loans and receivables at
amortised cost 881,547 164,266
Cash and equivalents 1,797,729 1,839,603
9,986,972 2,003,869
--------------------------- ---------- ----------
Financial liabilities
Trade and other payables
at amortised cost 228,602 463,884
---------------------------- ---------- ----------
Company 2017 2016
US $ US $
--------------------------- ---------- --------
Financial assets 981,762 -
Financial assets at fair
value through profit and
loss
Loans and receivables at
amortised cost 1,494,729 413,067
Cash and equivalents 1,422,282 4,027
3,898,773 417,094
--------------------------- ---------- --------
Financial liabilities
Trade and other payables
at amortised cost 633,149 814,743
---------------------------- ---------- --------
19. Share capital and premium
Share capital
Group and Company Number Ordinary Total
of shares Shares US $
US $
----------------------------------- ----------- --------- --------
Issued and fully paid up
At 30 November 2015 34,843,339 224,684 224,684
----------------------------------- ----------- --------- --------
Shares issued for the acquisition
of Vortechs Group 577,868 3,368 3,368
At 30 November 2016 35,421,207 228,052 228,052
Shares issued in further
public offering 6,968,500 34,879 34,879
Warrants exercised 265,000 1,290 1,290
----------------------------------- ----------- --------- --------
At 30 November 2017 42,654,707 264,221 264,221
----------------------------------- ----------- --------- --------
The shares have full voting, dividend and capital distribution
(including on winding up) rights; they do not confer any rights of
redemption.
The following shares were issued during the year:
26 January 2017 6,968,500 shares were issued in the placing of
new ordinary shares at GBP0.35p
8 March 2017 265,000 shares were issued in the exercise of warrants at GBP0.25p
Share premium
Group and Company Share Total
premium US $
US $
--------------------------------- --------------------------- -------------- ----------
At 30 November 2015 5,980,751 5,980,751
-------------------------------------------------------------- -------------- ----------
Premium on shares issued
on the acquisition of Vortechs
Group 396,632 396,632
At 30 November 2016 6,377,383 6,377,383
-------------------------------------------------------------- -------------- ----------
Shares issued in further
public offering 3,017,010 3,017,010
Warrants exercised 79,330 79,330
Cost of shares issued (202,625) (202,625)
-------------------------------------------------------------- -------------- ----------
As at 30 November 2017 9,271,098 9,271,098
-------------------------------------------------------------- -------------- ----------
20. Reserves
Retained earnings
Group Company
Retained Retained
earnings earnings
US $ US $
------------------------------ ------------ ------------
At 30 November 2015 (2,461,900) (1,028,925)
------------------------------- ------------ ------------
Gain/(loss) for the year (2,215,032) (2,941,098)
Share based payments 84,618 84,618
Gain arising from changes 814,262 -
in non-controlling interest
At 30 November 2016 (3,778,052) (3,885,405)
------------------------------- ------------ ------------
Gain/(loss) for the year 4,487,534 (426,177)
Share based payments 70,318 70,318
Gain arising from changes 152,026 -
in non-controlling interest
------------------------------ ------------ ------------
At 30 November 2017 931,826 (4,241,264)
------------------------------- ------------ ------------
Merger reserve
Group Merger
reserve
US $
--------------------- ---------
At 30 November 2016 (72,169)
----------------------- ---------
At 30 November 2017 (72,169)
----------------------- ---------
Translation reserve
Group Company
Translation Translation
reserve reserve
US $ US $
------------------------------ ------------- -------------
As at 1 December 2015 47,851 (32,141)
Foreign exchange gain/(loss) (87,391) (480,622)
------------------------------- ------------- -------------
At 30 November 2016 (39,540) (512,763)
------------------------------- ------------- -------------
Foreign exchange gain/(loss) 320,525 377,830
At 30 November 2017 (280,985) (134,933)
------------------------------- ------------- -------------
21. Trade and other payables
Group 2017 2016
US $ US $
--------------------------- -------- --------
Trade creditors 96,088 225,501
Social security and other
taxes 4,304 20,441
Accruals, deferred income
and other creditors 137,257 238,383
---------------------------- -------- --------
237,649 484,325
--------------------------- -------- --------
Company 2017 2016
US $ US $
-------------------------------- -------- --------
Amounts due to related parties 532,740 721,567
Accruals, deferred income
and other creditors 100,409 93,407
--------------------------------- -------- --------
633,149 814,974
-------------------------------- -------- --------
The fair values of trade and other payables are not materially
different to those disclosed above.
The Group's exposure to currency and liquidity risk related to
trade and other payables is detailed in note 3 to the accounts.
22. Deferred income tax
Unused tax losses for which no deferred tax assets have been
recognised is attributable to the uncertainty over the
recoverability of those losses through future profits. A tax rate
of 20% has been used to calculate the potential deferred tax.
Group Group Company Company
2017 2016 2017 2016
Deferred tax US $ US $ US $ US $
-------------------------------- ------------ ------------ ---------- ----------
Accelerated capital allowances (3,915) (1,029) (1,198) (1,892)
Short term timing difference - - - -
Tax losses (1,415,881) (1,002,263) (268,718) (199,620)
Unprovided deferred tax
asset 1,419,796 1,003,292 269,916 201,512
-------------------------------- ------------ ------------ ---------- ----------
- - - -
-------------------------------- ------------ ------------ ---------- ----------
23. Dividends
No dividend has been recommended for the year ended 30 November
2017 (2016: Nil) and no dividend was paid during the year (2016:
Nil).
24. Cash used in operations
Group 2017 2016
US $ US $
------------------------------------------------------------------ ---- ---------------- ------------
Loss before income tax 4,153,154 (2,558,198)
Adjustments for
* Depreciation 9,958 11,130
* Amortisation 26,949 49,375
* Finance costs - net - (314)
* Share based payments expense 70,318 84,618
* Movement in foreign exchange 207,411 (160)
(654,915) (221,043)
* Movement in trade and other receivables (6,083,225) -
(226,657)
* Financial assets at fair value through the profit or
loss
* Derecognition due to deconsolidation
* Inventory movement 4,503 (4,503)
* Trade and other payables (246,675) 262,973
------------------------------------------------------------------------ ---------------- ------------
Cash used (2,739,179)* (2,376,124)
------------------------------------------------------------------------ ---------------- ------------
*Please note approximately $0.8m of cash used during FY 2017 was
attributed to Belluscura plc through deconsolidation date of May 1,
2017.
25. Commitments
Operating lease commitments
The Group's subsidiaries have various office rental
agreements.
The total un-provided lease commitment is:
Group 2017 2016
US $ US $
-------------------------- -------- -------
Arising:
No later than 1 year 58,431 36,446
Later than 1 year and no
later than 5 years 124,351 1,915
Total 182,782 38,361
--------------------------- -------- -------
26. Share based payments
The Group operates an approved Enterprise management scheme and
an unapproved share option scheme.
The fair value of the options granted is expensed over the
vesting period and is arrived at using the Black-Scholes model. The
assumptions inherent in the use of this model are as follows:
-- The option life is assumed to be at the end of the vesting period
-- No variables change during the lift of the option (e.g. dividend yield must be zero)
-- Expected volatility 43.32% (2016: 41.53%)
-- Risk free interest rate 0.5% (2016: 0.5%)
The share based payment expense for the year was $70,318 (2016:
$84,618).
Details of the number of share options and the weighted average
exercise price outstanding during the year as follows:
2017 2016
------------------- ------------- ---------- ------------- ----------
Av. Exercise Options Av. Exercise Options
price (Number) price (Number)
per share per share
Group and Company GBP GBP
------------------- ------------- ---------- ------------- ----------
As at 1 December 0.3402 3,060,000 0.3403 2,510,000
Granted 0.3066 225,000 0.3750 550,000
Exercised - - - -
Forfeited - - - -
------------------- ------------- ---------- ------------- ----------
As at 30 November 0.3379 3,285,000 0.3402 3,060,000
------------------- ------------- ---------- ------------- ----------
Exercisable as at
30 November 950,000* 450,000*
------------------- ------------- ---------- ------------- ----------
*The weighted average exercise price for the options exercisable
as at 30 November 2017 and 30 November 2016 was GBP0.23p and
GBP0.23p respectively
The weighted average remaining contractual life is 2.56 years
(2016: 3.48 years).
The weighted average fair value of options granted during the
year was GBP0.04p (2016: GBP0.06p)
The range of exercise prices for options outstanding at the end
of the year was GBP0.19p - GBP0.46p (2016: GBP0.19p - GBP0.46p)
27. Related party transactions
During the year Nigel Wray and his family participated in a
Belluscura Private Placement on the same terms as other investors.
In May 2017 Nigel Wray and his family's participation was $500,000.
As a holder of more than 10% of both the Company's issued share
capital and Belluscura's issued share capital at the time of the
relevant transactions, Nigel Wray and his family were deemed a
related party under the AIM Rules for Companies and therefore this
transaction was a related party transaction pursuant to those
rules.
On 26 January 2017, Nigel Wray participated in a placing of new
ordinary shares in the capital of the Company. Nigel's
participation was GBP358,575. Mr Wray's participation in this
placing was a related party transaction pursuant to the AIM Rules
for Companies, due to him being a substantial shareholder pursuant
to the AIM Rules for Companies.
During the year Robert Miller received a total of $55,000, for
directors' fees from Belluscura LLC of which $25,000 has been
consolidated into the consolidated profit and loss.
Details of Directors' remuneration and grant of options are
given in the Directors' report.
The Group has taken advantage of the exemption in IAS 24
"related parties" not to disclose transactions with other Group
companies.
28. Events after the reporting period
(a) Lucyd pte ltd Token Generation Event
Subsequent to year end, on February 28, 2018, Lucyd Limited's
wholly owned subsidiary company, Lucyd completed a Token Generation
Event and raised approximately US$6.1m in contributions.
Lucyd pte ltd was established by Tekcapital in September 2017 to
develop ergonomic, augmented reality (AR) smartglasses and a
blockchain app store to power them. The proceeds from the TGE will
be used to advance Lucyd's business plan and provide it with
additional working capital. To help achieve its goal, Lucyd has
formed strategic alliances with more than 10 companies to develop
AR and security software for the smartglasses they are seeking to
develop.
(b) Belluscura plc Placing
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). Belluscura also converted
loans equal to approximately US$268k to equity under the same terms
as the private placement.
-- Gross proceeds of the Belluscura Placing amount to a total of GBP1.33 million
-- Tekcapital has invested US$250,000 in the private placement
and converted loans to Belluscura of US$210,090 to equity
-- The proceeds of the Belluscura Placing will be used for
further investment in Belluscura's products in development,
specifically the CURV(TM) oxygen concentrator and SNAP III(TM)
level of consciousness monitor and for general working capital
purposes
-- The Belluscura Placing Shares were issued to a range of
investors, including existing and new shareholders in Belluscura
plc.
-- Tekcapital received a three year warrant to purchase
1,273,078 new shares in Belluscura at GBP0.13p per share.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR DMGGKZDGGRZM
(END) Dow Jones Newswires
May 04, 2018 08:45 ET (12:45 GMT)
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