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DJ AfriAg Global Plc Interim Results to 30 June 2019

 
TIDMAFRI 
 
For immediate release                                             26 September 2019 
 
                               AfriAg Global PLC 
                ("AfriAg Global", the "Group" or the "Company") 
 
         Unaudited Interim Results for the six months to 30 June 2019 
 
AfriAg Global PLC (NEX: AFRI), today announces its interim results for the 
6-month period ended 30 June 2019. 
 
Investment policy change to include Medical Cannabis investments: 
 
On 12 September 2018, shareholder approval was obtained at a general meeting 
for the expansion of the Company's investment strategy to include medicinal 
cannabis. The Company has now expanded its existing investment strategy to also 
include investments in companies, projects or products that are progressing 
research in and development of medicinal cannabis and its derivatives, 
producing or cultivating medicinal cannabis, producing or supplying products 
derived from or related to cannabis (including, but not limited to, hemp and 
cannabidiol products); and/or commercialising or marketing medicinal cannabis 
and its derivatives. The Company sees tremendous opportunities in the sector. 
 
The Company has already made a number of investments into this medical cannabis 
sector and going forward, the Company is likely to increase its exposure in 
this sector by looking to acquire control of certain target companies, although 
it may also consider acquiring non-controlling shareholdings in legal medical 
cannabis companies. 
 
Future investments to be considered by the Company may be in either quoted or 
unquoted securities and may be made by direct acquisition of an interest in 
companies, partnerships or joint ventures, or direct interests in projects and 
these investments can be at any stage of development. Accordingly, the 
Company's proposed future equity interests in proposed investments may range 
from a minority position all the way up to 100 percent ownership. The Directors 
primary objective is to achieve the best possible value over time for 
Shareholders, primarily through capital growth. 
 
The Company's Medical Cannabis Investments: 
 
During the period the Company announced it had agreed with Apollon Formularies 
Ltd ("AFL" or "Investee") a UK incorporated company, to: (1) subscribe for 1.2 
million shares in AFL at a price per share of GBP0.25 representing approximately 
0.71 per cent. of AFL's issued share capital for an aggregate investment amount 
of GBP300,000; and (2) subscribe for 2.8 million shares at a price per share of GBP 
0.25 representing approximately 1.63 per cent. of AFL's issued share capital 
for an aggregate investment amount of GBP700,000, which investment was approved 
by shareholders at the General Meeting on 19 June 2019 (the "Investments"). 
 
The Company raised GBP1.25m during the period to assist with the acquisition of 
this Investment and now owns a total of 4.0 million shares in AFL, representing 
circa 2.325 per cent. of AFL's issued share capital. 
 
The Company is working diligently with its legal advisors on the complicated 
and necessary due diligence to potentially acquire all of AFL. Further 
announcements will be made with respect to this as legal and accounting work 
progresses. As previously announced to shareholders, the Company is in detailed 
discussions and negotiations with the major shareholders of AFL, with which it 
has been granted a right of first refusal to acquire all the issued and 
outstanding shares owned by those shareholders in consideration for the issue 
and allotment to those shareholders of new ordinary shares in the capital of 
the Company at a price of 0.1 pence per new ordinary share (" Right of First 
Refusal ") which values the transaction at circa GBP40,000,000. 
 
Following exercise of the Right of First Refusal, which will be subject to 
approvals from (as applicable) (1) all the necessary government authorities, 
including the Cannabis Licencing Authority (in Jamaica ); (2) all necessary 
regulatory authorities; (3) the necessary approvals from the Company's 
shareholders; and (4) approvals from the shareholders of AFL, the existing 
shareholders of AFL will hold circa 93.54 per cent. of the issued share capital 
of the Company. Following completion of the Investments and should the Company 
exercise the Right of First Refusal, the resulting enlarged group will be a 
vertically integrated medicinal cannabis group with operations in Jamaica and 
with plans to expand elsewhere throughout the world. 
 
Agriculture Investments: 
 
Sadly, the market has not considered what has been achieved with our 
investments in the agricultural sector well, even though these investments 
continue to perform in a difficult global environment. We, as a Company, will 
assess whether further or continued investment in the sector is warranted, as 
we move towards the medical cannabis focus. To this extent, the Company has 
decided that no further investment will be made in to our current 
agri-logistics investments as we now move our investment focus to the legal 
medical cannabis sector. 
 
Financial Results: 
 
During the period, the Company generated revenues to GBP1,323,000 (6 months ended 
30 June 2018: GBP1,501,000) and made a gross profit of GBP163,000 (6 months ended 
30 June 2018: GBP38,000). The operating loss for the period was GBP30,000 (6 months 
ended 30 June 2018: loss GBP118,000). Loss before tax was GBP867,000 (6 months 
ended 30 June 2018: loss GBP97,000) mainly attributable to the impairment of 
associate of GBP850,000. 
 
There was a weighted loss per share of 0.047p (30 June 2018: loss per share 
0.007p). 
 
The unaudited interim results to 30 June 2019 have not been reviewed by the 
Company's auditor. 
 
In Conclusion: 
 
We have a very unique ability, being one of the few companies listed in London 
and indeed Europe, to actually undertake investments in the fast-growing legal 
medical cannabis sector. It has taken a great deal of management and legal work 
to achieve this, and this will be a big focus for the management over the 
coming year. Having recently completed our initial investment in Apollon 
Formularies Ltd, we are actively pursuing to further increase our stake in this 
key investment further as discussed above. We fully appreciate that time is of 
the essence, and your board, its lawyers and indeed the AFL team are working 
tirelessly to wrap up this transaction as soon as possible. 
 
The Board would like to take this opportunity to thank our shareholders, staff 
and consultants for their continued support and I look forward to reporting 
further significant progress over the next period and beyond. 
 
The directors of the Company accept responsibility for the contents of this 
announcement. 
 
David Lenigas 
Executive Chairman 
26 September 2019 
 
For further information, please contact: 
 
AfriAg Global plc:             +44 (0) 20 7440 0640 
David Lenigas 
 
Corporate Adviser and Broker: 
Peterhouse Capital Limited       +44 (0) 20 7469 0930 
Guy Miller / Allie Feuerlein 
 
 
Condensed Consolidated Statement of Comprehensive Income (unaudited) 
for the 6 months ended 30 June 2019 
 
                                         6 months to       6 months to        Year ended 
 
                                             30 June           30 June       31 December 
 
                                                2019              2018              2018 
 
                                           Unaudited         Unaudited           Audited 
 
                              Note           GBP'000           GBP'000           GBP'000 
 
Revenue                                        1,323             1,501             2,236 
 
Cost of sales                                (1,160)           (1,463)           (2,170) 
 
Gross Profit                                     163                38                66 
 
Administration expenses                        (193)             (156)             (430) 
 
Share Based Payment Charge                         -                 -                 - 
 
Operating (loss)                                (30)             (118)             (364) 
 
Share of associate result                         12                19                97 
 
Impairment of associate                        (850)                 -                 - 
 
Investment income                                  1                 2              (51) 
 
(Loss) before tax                              (867)              (97)             (318) 
 
Tax                                                -                 -                 - 
 
Retained (loss) for the                        (867)              (97)             (318) 
period 
 
Other comprehensive income 
 
Transfer to income statement                       -                22                22 
 
Translation exchange gain/                         2               (7)              (51) 
(loss) 
 
                                                   2                15              (29) 
Total comprehensive income 
 
Total comprehensive (loss)                     (865)              (82)             (347) 
for the period attributable 
to equity holders of the 
parent 
 
(Loss) per share (pence)         2 
 
Basic                                        (0.047)           (0.007)           (0.017) 
 
Diluted                                      (0.047)           (0.007)           (0.017) 
 
All of the revenues and loss above derived from continuing operations. 
 
 
 
Condensed Consolidated Statement of Financial Position (unaudited) 
At 30 June 2019 
 
                                         30 June 2019    30 June 2018     31 December 
                                                                                 2018 
 
                                            Unaudited       Unaudited         Audited 
 
                                              GBP'000         GBP'000         GBP'000 
 
Non-current assets 
 
Property, plant & equipment                         4               8               5 
 
Investments in associates                         848           1,609           1,687 
 

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September 26, 2019 02:00 ET (06:00 GMT)

DJ AfriAg Global Plc Interim Results to 30 June 2019 -2-

Total non-current assets                          852           1,617           1,692 
 
Current assets 
 
Inventory                                           3               -               - 
 
Trade and other receivables                     1,659             866             925 
 
Available for sale assets                       1,030               -              30 
 
Cash and cash equivalents                         487             246             101 
 
Total current assets                            3,179           1,112           1,056 
 
Total assets                                    4,031           2,729           2,748 
 
Current liabilities 
 
Trade and other payables                      (1,806)           (842)           (844) 
 
Total current liabilities                     (1,806)           (842)           (844) 
 
Net current assets                              1,373             270             213 
 
Net assets                                      2,225           1,887           1,904 
 
Equity 
 
Share capital                                   3,011           1,461           1,761 
 
Share premium account                           8,566           8,648           8,630 
 
Share based payment reserve                       279             279             279 
 
Foreign currency reserve                         (15)              27            (17) 
 
Retained earnings                             (9,616)         (8,528)         (8,749) 
 
Total equity                                    2,225           1,887           1,904 
 
 
 
Condensed Consolidated Statement of Changes in Equity (unaudited) 
for the 6 months ended 30 June 2019 
 
                                           Share 
                                           based   Foreign 
                         Share    Share   payment  currency Revaluation Retained 
                        capital  premium  reserve  reserve   reserves   earnings  Total 
 
                         GBP'000  GBP'000  GBP'000  GBP'000     GBP'000  GBP'000  GBP'000 
 
At 31 December 2017        1,461    8,648      279       34        (22)  (8,431)    1,969 
 
(Loss) for the period          -        -        -        -           -       (9    (318) 
 
Currency translation           -        -        -     (51)           -        -     (51) 
(loss) 
 
Transfer to income             -        -        -        -          22        -       22 
statement 
 
Total Comprehensive            -        -        -     (51)          22    (318)    (347) 
Income 
 
Shares issued                300        -        -        -           -        -      300 
 
Share issue costs              -     (18)        -        -           -        -     (18) 
 
Total contributions by       300     (18)        -        -           -        -      282 
and distributions to 
owners of the Company 
 
At 31 December 2018        1,761    8,630      279     (17)           -  (8,749)    1,904 
 
(Loss) for the period          -        -        -        -           -    (867)    (867) 
 
Currency translation           -        -        -        2           -        -        2 
gain 
 
Transfer to income             -        -        -        -           -        -        - 
statement 
 
Total Comprehensive            -        -        -        2           -    (867)    (865) 
Income 
 
Share issues               1,250        -        -        -           -        -    1,250 
 
Shares issue costs             -     (64)        -        -           -        -     (64) 
 
Total contributions by     1,250     (64)        -        -           -        -    1,186 
and distributions to 
owners of the Company 
 
At 30 June 2019            3,011    8,566      279     (15)           -  (9,616)    2,225 
 
 
 
Condensed Consolidated Statement of Cash Flows (unaudited) 
for the 6 months ended 30 June 2019 
 
                                            6 months to     6 months to      Year ended 
 
                                           30 June 2019    30 June 2018     31 December 
                                                                                   2018 
 
                                              Unaudited       Unaudited         Audited 
 
                                                GBP'000         GBP'000         GBP'000 
 
Cash flows from operations 
 
Operating (loss)                                   (30)           (118)           (364) 
 
(Increase)/decrease in inventories                  (3)               3               3 
 
(Increase)/decrease in trade & other              (734)            (20)              38 
receivables 
 
Increase/(decrease) in trade & other                962            (77)            (75) 
payables 
 
Depreciation                                          2               -               3 
 
Share option charge                                   -               -               - 
 
Net cash used in operating activities               197           (212)           (395) 
 
Investing activities 
 
Investment income                                     1               2               3 
 
Loan advanced to related party                        -               -           (117) 
 
Receipts on sale of AFS investments                   -               1               1 
 
Payments on purchase of AFS investment          (1,000)               -            (62) 
 
Payments for PPE assets                               -             (3)             (3) 
 
Net cash from investing activities                (999)               -           (178) 
 
Financing activities 
 
Issue of share capital                            1,250               -             300 
 
Issue costs                                        (64)               -            (18) 
 
Net cash from financing activities                1,186               -             282 
 
Net increase/(decrease) in cash and                 384           (212)           (291) 
cash equivalents 
 
Cash and cash equivalents at the                    101             443             443 
beginning of period 
 
Effect of foreign exchange on cash and                2              15            (51) 
cash equivalents 
 
Cash and cash equivalents at the end of             487             246             101 
period 
 
 
Notes to the Condensed Consolidated Interim Financial Information (unaudited) 
 
1.General information 
 
The condensed consolidated interim financial information for the period ended 
30 June 2019 has not been audited or reviewed in accordance with the 
International Standard on Review Engagements 2410 issued by the Auditing 
Practices Board. The figures were prepared using applicable accounting policies 
and practices consistent with those adopted in the statutory accounts for the 
period ended 31 December 2018. The figures for the period ended 31 December 
2018 have been extracted from these accounts, which have not been required to 
be delivered to the Isle of Man Registrar of Companies and do however contained 
an unqualified audit report. 
 
The condensed consolidated interim financial information contained in this 
document does not constitute statutory accounts. In the opinion of the 
directors the financial information for this period fairly presents the 
financial position, result of operations and cash flows for this period. 
 
The Condensed Consolidated Interim Financial Information was approved by the 
Board of Directors on 26 September 2019. 
 
Statement of compliance 
 
These condensed consolidated 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 Group's 
2018 annual financial statements. 
 
2.(Loss) per share 
 
The calculation of the (loss) per share is based on the (loss) attributable to 
ordinary shareholders divided by the weighted average number of shares in issue 
during the period. 
 
                                            6 months to     6 months to            Year 
 
                                                30 June         30 June     31 December 
 
                                                   2019            2018            2018 
 
                                              Unaudited       Unaudited         Audited 
 
                                                GBP'000         GBP'000         GBP'000 
 
(Loss) attributable to equity holders             (867)            (97)           (318) 
of the Group 
 
Weighted average number of ordinary           1,835,863       1,461,001       1,592,510 
shares ('000s) 
 
(Loss) per share - basic                        (0.047)         (0.007)         (0.017) 
 
(Loss) per share - diluted                      (0.047)         (0.007)         (0.017) 
 
3.Events after the end of the reporting period 
 
On 9 August 2019, the Company announced Mr Anthony Samaha had resigned as a 
Director of the Company. 
 
4.A copy of this interim financial statement is available on the Company's 
website: www.afriagglobal.com. 
 
 
 
END 
 

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September 26, 2019 02:00 ET (06:00 GMT)