DJ Forbes Ventures Plc Half-year Report
TIDMFOR 29 November 2017 Forbes Ventures ("Forbes" or the "Company") Interim Results for the six months ended 30 June 2017 REPORTING PERIOD HIGHLIGHTS On 22 January 2017, the Company raised GBP 530,000 (USD 655,822) from Gravity Investment Group Limited through the issue of 176,666,666 ordinary GBP 0.1p shares at a placement price of 0.3p. Forbes then made an investment in Primus Care Plc, an owner/operator of specialist care homes in the UK, via a 2-year 12% Convertible Loan Note of GBP 500,000 (USD 618,700). Following the period end the loan notes were collapsed and in exchange the share capital has been returned to the Company. On 13 February 2017, the Company made an investment into Civilised Investments Limited, an innovative UK "Challenger Bank". The Company bought 4,545 shares for a consideration of GBP 200,000 (USD 246,860) which was satisfied by the issuance of 40,000,000 new ordinary shares to Gravity Investment Group Limited. On 11 May 2017, the Company bought 2,500,000 shares in K&C REIT Plc, an AIM-listed REIT with an investment focus in retirement properties, representing 4.74% of the outstanding issued share capital of K&C. The shares were valued at GBP 250,000 (USD 320,250) and in consideration, the Company issued 83,333,333 ordinary shares at a value of GBP 0.3p, also to Gravity Investment Group Limited. CHAIRMAN'S STATEMENT I am pleased to present you with Forbes Ventures' Interim Results for the period ended 30 June 2017. During the period, the Company made two investments, firstly buying a stake in Civilised Investments Ltd., a UK challenger bank. We are pleased that Civilised has made good progress over the period as it builds out its technological platform with the intention of opening its doors to SME clients in 1Q 2018. Civilised has also made significant hires, adding Philip Acton as Chief Executive Officer as well as a new CFO and CTO, all high-profile hires with significant pedigree in the banking space. Secondly, the Company bought a stake in K&C REIT, a UK AIM-listed Real Estate Investment Trust. K&C is in the process of raising additional equity to accelerate the expansion of its business in the UK Private Rented Sector. Both of these investments reflect our continuing interest in disruptive financial technology and selected real estate investments. The Board is extremely pleased to announce that Belvedere Capital Limited, led by Robert "Rob" Cooper, has invested GBP 100,000 in Convertible Loan Notes in the Company. Belvedere has also privately bought a significant stake in the Company from Gravity Investment Group Limited, which will make Belvedere the majority shareholder in Forbes Ventures. Rob will be joining the Board as an Executive Director and will be Forbes Ventures' new Chief Executive Officer. Rob brings extensive experience in disruptive technologies in the property and fintech sectors. Under Rob's leadership and with the backing of Belvedere, the Board believes that we have a team in place that will deliver value to shareholders over the coming years. I look forward to updating you over the coming months as Rob and his team execute their strategy. Kindest regards, PETER MOSS Chairman For further information, please contact: Forbes Ventures Peter Moss - Chairman 020 3405 6214 NEX Exchange Corporate Adviser Peterhouse Corporate Finance Limited 020 7469 0930 Mark Anwyl and Fungai Ndoro STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2017 Six Months Six Months Notes Ended Ended 30 June 2017 30 June 2016 USD USD Revenue Other income 32,864 489 Total income 32,864 489 Expense Employee benefits expense (26,077) (99,316) Foreign exchange gain/(loss) 428 5,867 Professional fees (55,369) (180,937) Public relations (855) (82,625) Telecommunications expense - 3,369 Travel expense - (10,017) Other expense (150) (55,922) Fair value movement of convertible not 5 - 647,503 derivative Finance cost 4 (116) (758,221) Total expense (82,139) (530,299) Loss before tax (82,139) (529,810) Income tax benefit - - Loss for the year (49,275) (529,810) Other comprehensive income/(loss) - - Total comprehensive loss for the year (49,275) (529,810) Basic loss per share (0.00017) (0.0049) Diluted loss per share (0.00017) (0.0049) Weighted average number of shares 419,918,496 107,618,497 No dividends were proposed or declared in respect of any of the periods presented above. The accompanying notes form part of this historical financial information. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 As at As at Notes 30 June 2017 31 December USD 2016 USD Assets Cash and cash equivalent 1,734 30,652 Total current assets 1,734 30,652 Available for sale financial assets 3 1,185,809 5,166 Total non-current assets 1,185,809 5,166 Total assets 1,187,543 35,818 Liabilities Trade and other payables 205,387 264,348 Total current liabilities 205,387 264,348 Total liabilities 205,387 264,348 Net liabilities 982,156 (228,530) Shareholders' equity Share capital 98,708,031 97,448,070 Share-based payments reserve 121,654 121,654 Warrants reserve 122,304 122,304 Capital redemption reserve 92,740 92,740 Accumulated losses (98,062,573) (98,013,298) Total shareholders' deficit 982,156 (228,530) The accompanying notes form part of these financial statements. STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2017 Share Share-Based Capital Warrants Accumulated Capital Payments Redemption Reserve Losses Total USD Reserve Reserve USD USD USD USD USD Balance at 31 97,448,070 121,654 92,740 122,304 (98,013,298) (228,530) December 2016 Issue of shares 1,259,961 - - - - 1,259,961 Total comprehensive - - - - (49,275) (49,275) loss for the period Balance at 30 June 98,708,031 121,654 92,740 122,304 (98,062,573) 982,156 2017 The accompanying notes form part of these financial statements. STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2017 Six Months Six Months Ended 30 June Ended 30 June 2017 2016 USD USD Cash flows from operating activities Loss after income tax (49,275) - Loss on disposal of assets available for sale (150) - Net foreign exchange profit 428 - Decrease in creditors (58,961) - Payments to employees and suppliers (1,109,314) Net cash flows used by operating activities (107,958) (1,109,314) Cash flows from investing activities Payment for exploration expenditure in equity - (552,981) investments Purchase of subsidiaries (567,110) - Loan notes extended (618,700) Proceeds from sale of investments 5,016 Net proceeds from divestment of subsidiaries - 5,000,000 Net cash outflow from investing activities (1,180,794) 4,447,019 Cash flows from financing activities
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DJ Forbes Ventures Plc Half-year Report -2-
Proceeds from sale of shares 1,259,961 - Proceeds from unsecured loan - 351,600 Repayment of convertible notes - (3,250,000) Net cash flows from financing activities 1,259,961 (2,898,400) Net increase/(decrease) in cash and cash (28,791) 439,305 equivalents Cash and cash equivalents at the beginning of 30,652 7,012 the period Effects of foreign exchange rate changes on (126) (10,440) the balance of cash held in foreign currencies Cash and cash equivalents at the end of the 1,735 435,877 year The accompanying notes from part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS 1. BASIS OF ACCOUNTING The financial information has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. The financial information is drawn in accordance with the provisions of the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union. The financial information is presented in US dollars, rounded to the nearest dollar. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A comprehensive summary of the significant accounting policies is provided for in the Forbes Ventures Plc (Forbes or the Company) 2016 Annual Report. All remain relevant except for the Going concern note, which is no longer required due to the activity during the period. 3. AVAILABLE FOR SALE FINANCIAL ASSETS As at As at 30 June 2016 31 December 2016 USD USD Investments at fair value brought 5,166 4,571,051 forward Investments acquired in the period 567,110 - Convertible note asset 618,700 - Foreign currency exchange decrease - (3,861) Disposal of investments (5,166) (4,562,024) Financial assets at the end of the 1,185,810 5,166 year Level 1 investments at the end of 1,185,810 5,166 the year On 22 January 2017, the Company raised GBP 530,000 (USD 655,822) from Gravity Investment Group Limited through the issue of 176,666,666 ordinary GBP 0.1p shares at a placement price of 0.3p. Forbes then made an investment in Primus Care Plc, an owner/operator of specialist care homes in the UK, via a 2-year 12% Convertible Loan Note GBP 500,000 (USD 618,700). Following the period end the loan notes were collapsed and in exchange the share capital has been returned to the company. On 13 February 2017, the Company made an investment into Civilised Investments Limited, an innovative UK "Challenger Bank". The Company bought 4,545 shares for a consideration of GBP 200,000 (USD 246,860) which was satisfied by the issuance of 40,000,000 new ordinary shares to Gravity Investment Group Limited. On 11 May 2017, the Company bought 2,500,000 shares in K&C REIT Plc, an AIM-listed REIT with an investment focus in retirement properties, representing 4.74% of the outstanding issued share capital of K&C. The shares were valued at GBP 250,000 (USD 320,250) and in consideration, the Company issued 83,333,333 ordinary shares at a value of GBP 0.3p, also to Gravity Investment Group Limited. The Directors of the Company accept responsibility for the contents of this announcement. ENDS END
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