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DJ Primorus Investments PLC Half-year Report

TIDMPRIM

RNS Number : 0793L

Primorus Investments PLC

03 September 2019

Primorus Investments plc

("Primorus" or the "Company")

Interim Results for the six months ended 30 June 2019

Primorus Investments plc announces its interim results for the six months ended 30 June 2019.

Overview

Primorus Investments plc ("Primorus") has a strong balance sheet with no debt and with total assets (including cash of GBP121,000) as at 30 June 2019 amounting to GBP4.85 million. (30 June 2018: GBP4.94 million).

2019 has been a successful period for the Company as detailed below.

Highlights for the period were as follows:

- Fresho completed a heavily backed A$2.25 million capital raise and attracted a A$1.5 million investment from high-profile, technology and senior banking investors. Undertook widespread external press coverage that "lifts the veil" on the business to industry for the first time. Currently pressing ahead on global expansion plans that may include the UK.

- Post-period end, topped up our investment in Engage Technology Partners ("Engage") by GBP50,000 to GBP1.45 million. Recently received an Engage update which highlights outstanding growth in monthly recurring revenues and billable transactions on the back of the first Self-Serve, truly scalable, SaaS products.

- Greatland Gold (GGP.L) signed a Farm-in Agreement with Newcrest Mining (NCZ.AX) ("Newcrest") over the Havieron Project. Newcrest has the right to acquire up to a 70% interest in 12 blocks within E45/4701 that cover the Havieron target by spending up to US$65 million (circa GBP50 million or AUD$90 million) and completed a series of exploration and development milestones in a four-stage farm-in over six years.

- WeShop completed an Amazon license agreement to pay WeShop for user purchases facilitated by WeShop and to enable Amazon inventory to be available on the WeShop platform. Instagram integration license: functionality to enable WeShop users to import existing content from Instagram to post on WeShop. Apple iTunes (Apple Services) partner agreement to pay WeShop for user purchases facilitated by WeShop and to enable iTunes inventory of all music, video, books and other media to be available on the WeShop platform.

- SOA Energy ("SOA") executed a Farm-in Agreement with Delek Drilling ("Delek"), one of Israel's largest Oil and Gas companies with a market capitalisation of circa US$3.5 billion. According to the agreement, Delek will invest up to US$8.3 million, in return Delek will assume a 25%, non-operated stake in each of the Ofek and Yahel licences, leaving SOA with a 45% stake in each permit. Drill programme is estimated to commence in late 2019.

- Post-period end, Primorus agreed pricing on a sale of its A$500,000 in Series B loan notes by a known third party. Expecting final execution of sale documents to occur in next 8 weeks. If completed as contemplated, this sale would result in a significant return above investment earlier than previously contemplated.

Financial Results

The operating loss was GBP418,000 (30 June 2018: GBP48,000 loss). The net loss after tax was GBP418,000 (30 June 2018: GBP48,000).

Total assets including cash at 30 June 2019 amounted to GBP4.85 million (30 June 2018: GBP4.94 million).

Outlook

The Board remains confident that the private and pre-IPO markets remain significantly under-served and as such significant opportunities exist for the Company going forward. We look forward to the remainder of 2019 being a period in which we can further demonstrate our business model by exiting some more of our investment positions, thereby realising tangible value for all shareholders.

We will continue to seek out further investments in line with the Company's investing strategy.

The Directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

Jeremy Taylor-Firth

Chairman

3 September 2019

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information please contact:

 
 Primorus Investments plc 
  Alastair Clayton, Executive 
  Director                            +44 (0) 20 7440 0640 
 Nominated Advisor 
  Cairn Financial Advisers 
  LLP 
  James Caithie / Sandy Jamieson      +44 (0) 20 7213 0880 
 Broker 
  Turner Pope Investments 
  Limited 
  Andy Thacker                        +44 (0) 20 3621 4120 
 

Unaudited Condensed Company Statement of Comprehensive Income

for the six months ended 30 June 2019

 
                                                    6 months       6 months       Year to 
                                                          to             to 
                                                30 June 2019   30 June 2018   31 December 
                                                                                     2018 
                                                   Unaudited      Unaudited       Audited 
                                        Notes        GBP'000        GBP'000       GBP'000 
 Continuing operations 
 Revenue 
 Investment income                                         -              -             7 
 Realised gain on disposal of 
  AFS investments                                      (136)            267           985 
 Unrealised (loss)/gain on market 
  value movement of AFS investments                     (18)           (57)          (79) 
                                               -------------  -------------  ------------ 
 Total gains on AFS investments                        (154)            210           913 
                                               -------------  -------------  ------------ 
 
 Impairment provision on AFS 
  investments                                              -              -         (100) 
 Share based payments                                      -              -         (212) 
 Administrative costs                                  (264)          (258)         (605) 
                                               -------------  -------------  ------------ 
 
 Operating (loss)                                      (418)           (48)           (4) 
                                               -------------  -------------  ------------ 
 
 Provision on associate loan                               -              -             - 
 Share of (loss) of associate                              -              -             - 
 Net (loss) on disposal of associate                       -              -             - 
                                               -------------  -------------  ------------ 
 (Loss) before tax                                     (418)           (48)           (4) 
 
 Taxation                                                  -              -             - 
                                               -------------  -------------  ------------ 
 (Loss) for the period                                 (418)           (48)           (4) 
                                               -------------  -------------  ------------ 
 
 Other comprehensive income 
 Transfer to income statement                              -              -             - 
  of available for sale reserve 
 Total Comprehensive Income for 
  the year attributable to the 
  owners of the parent company                         (418)           (48)           (4) 
                                               -------------  -------------  ------------ 
 
 (Loss) per share: 
 Basic and diluted (loss) per 
  share (pence)                           2          (0.015)        (0.002)      (0.0001) 
 

Unaudited Condensed Company Statement of Financial Position

as at 30 June 2019

 
                                           30 June 2019   30 June 2018   31 December 
                                                                                2018 
                                              Unaudited      Unaudited       Audited 
                                  Notes         GBP'000        GBP'000       GBP'000 
 ASSETS 
 Non-current assets 
 Available for sale assets                        4,674          4,023         4,779 
                                          -------------  -------------  ------------ 
                                                  4,674          4,023         4,779 
                                          -------------  -------------  ------------ 
 
 Current assets 
 Trade and other receivables                         57            642            89 
 Cash and cash equivalents                          121            274           408 
                                          -------------  -------------  ------------ 
                                                    178            916           497 
 
 Total assets                                     4,852          4,939         5,276 
                                          -------------  -------------  ------------ 
 
 EQUITY 
 Equity attributable to equity 
  holders of the parent 
 Share capital                                   15,391         15,391        15,391 
 Share premium account                           35,296         35,296        35,296 
 Share based payment reserve                        683            471           683 
 Retained earnings                             (46,630)       (46,256)      (46,212) 
                                          -------------  -------------  ------------ 
 Total equity                                     4,740          4,902         5,158 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                           112             37           118 
                                          -------------  -------------  ------------ 
 Total liabilities                                  112             37           118 
 
 Total equity and liabilities                     4,852          4,939         5,276 
                                          -------------  -------------  ------------ 
 

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September 03, 2019 08:17 ET (12:17 GMT)

DJ Primorus Investments PLC Half-year Report -2-

Unaudited Condensed Company Statement of Changes in Equity

for the six months ended 30 June 2019

 
                                            Share      Share   Share based payment reserve    Retained           Total 
                                          capital    premium                                  earnings    attributable 
                                                                                                             to owners 
                                                                                                             of parent 
 Unaudited                                GBP'000    GBP'000                       GBP'000     GBP'000         GBP'000 
 Balance at 31 December 2017               15,391     35,296                           471    (46,208)           4,950 
                                        =========  =========  ============================  ==========  ============== 
 
 Loss for the period                            -          -                             -         (4)             (4) 
 Total comprehensive income for the 
  period                                        -          -                             -         (4)             (4) 
 
 Share options issued                           -          -                           212           -             212 
 Transactions with owners of the 
  company                                       -          -                           212           -             212 
 
 Balance at 31 December 2018               15,391     35,296                           683    (46,212)           5,158 
                                        =========  =========  ============================  ==========  ============== 
 
 Loss for the period                            -          -                             -       (418)           (418) 
 Total comprehensive income for the 
  period                                        -          -                             -       (418)           (418) 
 
 Shares issued                                  -          -                             -           -               - 
 Share Issue costs                              -          -                             -           -               - 
 Share options issued                           -          -                             -           -               - 
 Transactions with owners of the                -          -                             -           -               - 
 company 
 
 Balance at 30 June 2019                   15,391     35,296                           683    (46,630)           4,740 
                                        =========  =========  ============================  ==========  ============== 
 

Unaudited Condensed Company Statement of Cash Flows

for the six months ended 30 June 2019

 
                                                        6 months to   6 months to     Year to 
                                                          30-Jun-19     30-Jun-18   31-Dec-18 
                                                          Unaudited     Unaudited     Audited 
                                                            GBP'000       GBP'000     GBP'000 
 Cash flows from operating activities 
 Operating (loss)                                             (418)          (48)         (4) 
 Adjustments for: 
 Share based payment charge                                       -             -         212 
 Impairment provision                                             -             -         100 
 Decrease/(increase) in trade and other receivables              32            83        (47) 
 Increase/(decrease) in trade and other payables                (6)          (60)          21 
 Decrease/(increase) in AFS Investments                         147         (262)       (175) 
 Taxation (paid)                                                  -             -           - 
 Net cash used in operating activities                        (245)         (287)         107 
 
 Cash flows from investing activities 
 Purchase of available for sale assets                        (334)             -           - 
 Proceeds from sales of available for sale assets               292             -           - 
 Loan advanced to related party                                   -             -       (260) 
 Net cash (used in) investing activities                       (42)             -       (260) 
 
 Cash flows from financing activities 
 Proceeds from share issues                                       -             -           - 
 Share issue costs                                                -             -           - 
 Net cash from financing activities                               -             -           - 
 
 Net change in cash and cash equivalents                      (287)         (287)       (153) 
                                                       ------------  ------------  ---------- 
 
 Cash and cash equivalents at beginning of period               408           561         561 
 Cash and cash equivalents at end of period                     121           274         408 
                                                       ------------  ------------  ---------- 
 

Notes to the condensed interim financial statements

   1.         General Information 

The condensed interim financial information for the 6 months to 30 June 2019 does not constitute statutory accounts for the purposes of Section 434 of the Companies Act 2006 and has not been audited or reviewed. No statutory accounts for the period have been delivered to the Registrar of Companies.

The condensed interim financial information in respect of the year ended 31 December 2018 has been produced using extracts from the statutory accounts for that period. Consequently, this does not constitute the statutory information (as defined in section 434 of the Companies Act 2006) for the year ended 31 December 2018, which was audited. The statutory accounts for this period have been filed with the Registrar of Companies. The auditors' report was unqualified and did not contain a statement under Sections 498 (2) or 498 (3) of the Companies Act 2006.

The Report was approved by the Directors on 3 September 2019 and is available on the Company's website at www.primorusinvestments.com .

Basis of preparation and accounting

The financial information has been prepared on the historical cost basis. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement. This statement also includes a summary of the Company's financial position and its cash flows.

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union with the exception of International Accounting Standard ('IAS') 34 - Interim Financial Reporting. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial statements and should be read in conjunction with the Company's 2018 annual financial statements.

   2.         Earnings per share 

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the post-tax effect of dividends and/or interest, on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.

Reconciliations of the earnings and weighted average number of shares used are set out below.

 
                                         Six months      Six months      Year ended 
                                                 to              to 
                                       30 June 2019    30 June 2018     31 December 
                                                                               2018 
                                        (Unaudited)     (Unaudited)       (Audited) 
                                          (GBP'000)       (GBP'000)       (GBP'000) 
 Net loss attributable to equity 
  holders of the company                      (418)            (47)             (4) 
-----------------------------------  --------------  --------------  -------------- 
 
 Weighted average number of shares    2,796,619,344   2,796,619,344   2,796,619,344 
 
 Basic and diluted loss per share 
  (pence)                                   (0.015)         (0.002)        (0.0001) 
-----------------------------------  --------------  --------------  -------------- 
 
   3.         Events after the reporting date 

None

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September 03, 2019 08:17 ET (12:17 GMT)