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REG - Agronomics Limited - Unaudited Interim Results

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RNS Number : 7330A  Agronomics Limited  14 March 2025

14 March 2025

Agronomics Limited

("Agronomics" or the "Company")

Unaudited Interim Results for the six-month period ending 31 December 2024

 

Agronomics Limited (AIM:ANIC), a leading listed company in the field of clean
food, is pleased to announce its unaudited interim results for the six-month
period ending 31 December 2024. A copy of these Interim Results is available
on the Company's website www.agronomics.im (http://www.agronomics.im) .

 

Financial highlights

 

·      The Company's Net Asset Value per Share at 31 December 2024
was 14.93 pence (30 June 2024: 15.58 pence) - a decrease of 4.1%. The share
price of 3.88 pence at the 31 December 2024 close represented a discount of
74% to the 31 December 2024 NAV per share.

·      Net investment loss (loan and cash interest income, net
unrealised investment gains/losses, net unrealised foreign exchange
gains/losses) totalled £5,872,621 (31 December 2023: net investment income of
£393,646). during the six-month period.

·      Operating expenses for the period were £682,580 (31 December
2023: £831,570).

·      A net loss of £6,555,201 (31 December 2023: loss of £437,924)
was recognised during the period.

·      The carrying amount of invested assets at the half year was
£140,591,025 (30 June 2024: £145,143,166), and cash and cash equivalents and
cash deposits stood at £10,190,488 (30 June 2024: £12,235,092).

·      Net assets decreased to £150,715,583 at 31 December 2024 (30
June 2024: £157,269,070). The decrease in NAV is due to:

o  Unrealised fair value loss on Solar Foods carrying amount, with the
carrying amount adjusted to fair value based on latest traded share price -
£5.2 million;

o  Unrealised fair value loss on Meatly carrying amount, following completion
of its Series A raise - £0.5 million;

o  Unrealised foreign exchange losses on investments held in USD, EUR and AUD
- £0.8 million;

o  Net operating costs for the period of £0.7 million;

o  Net loss offset by net interest income earned on loan investments and cash
deposits - £0.7 million.

 

Operational Highlights

 

·      Collectively, the portfolio has raised close to US$400 million
since August 2023. The Agronomics portfolio has continued to show significant
technological and commercial progress, with many of our more mature assets
achieving some of the largest financing rounds in the sector.

·      Onego Bio Ltd secured €14 million in new funding from the
European Innovation Council Accelerator Program and an additional Series A
investor.

·      Galy Co closed an oversubscribed US$33 million Series B financing
led by Breakthrough Energy Ventures LLC, with additional participation from
new investors H&M Group Ventures and Industria de Diseño Textil, S.A.
(through Mundi Ventures).

·      Formo secured US$61 million in its Series B funding round, with
participation from existing investors. Formo also welcomed new investors
Sazaby League, Seven Ventures, Woodline Partners, The Nature Conservancy as
well as the REWE Group, Europe's second-largest retailer.

·      Meatable secured €7.6 million in funding under the Innovation
Credit programme from the Netherlands Enterprise Agency.

·      All G announced it received regulatory approval for the sale of
recombinant bovine lactoferrin in China. This approval is significant for All
G, as it will allow the company to bring in initial revenue streams in advance
of its Series B fund raise. All G intends to release its first lactoferrin
product in 2025 and plans to receive approval for its products in the US,
Australia, New Zealand, and Japan.

 

Post-Period Highlights

 

·      Liberation Labs Closed a US$50.5 million fundraise. Liberation
Labs' purpose-built biomanufacturing platform continues to make significant
progress with its build programme and expects to have the facility complete by
the end of this calendar year.

·      Formo has secured a €35 million loan from the European
Investment Bank ("EIB"). This follows the US$61 million in Series B funding
that Formo secured in September 2024 - the third-largest raise by an
alternative protein startup last year - bringing Formo's total financing to
over €135 million to date. The additional funds will be used to scale up the
manufacturing of its Koji protein cheeses and develop new products through its
micro-fermentation platform, in addition to securing regulatory clearance for
its precision-fermented casein in the US and the EU.

·      Meatly became the first company in the world to supply cultivated
meat for pet food, as well as the first company to sell cultivated meat in
Europe. The "Chick Bites" products are now on sale at Pets at Home.

·      Solar Foods Oyj has been granted €10 million in funding by
Business Finland. Part of the €600m Important Projects of Common European
Interest (IPCEI) run by the European Commission, the new grant follows on from
a €33.6million grant first secured in 2022 to help with the production of
Solar Foods Factory 01 which launched in April 2024 and is already producing
160 tonnes of Solein® per year.

 

James Mellon, Chair of Agronomics, commented:

 

"During the period, the Agronomics portfolio has continued to show significant
technological and commercial progress, with many of our more mature assets
achieving some of the largest financing rounds in the sector. Collectively,
the portfolio has raised close to US$400 million over the last 18 months.
 The progress we have achieved during a challenging period for much of the
cultivated proteins industry pays testament to the quality of our portfolio
and our ability to identify the future category leaders within the industry.

 

Looking forward, Agronomics' investment strategy will focus on helping its
portfolio companies maximise the increasing number of opportunities available
to them. 2025 is expected to be a transformative year for the portfolio, with
a number of companies expected to receive regulatory approvals or reach
commercialisation. Additionally, the build programme for Liberation Labs'
facilities is expected to complete before the end of this calendar year, which
will bring much needed infrastructure capacity to the cultivated food
industry."

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

For further information please contact:

 

 Agronomics Limited  Beaumont Cornish Limited  Canaccord Genuity Limited        Cavendish Capital Markets Limited   Peterhouse Capital Limited  33Seconds Limited
 The Company         Nomad                     Joint Broker                     Joint Broker                        Joint Broker                Public Relations
 Jim Mellon          Roland Cornish            Andrew Potts                     Giles Balleny                       Lucy Williams               Jack Ferris

 Denham Eke          James Biddle              Harry Pardoe                     Michael Johnson                     Charles Goodfellow          Calum Warren-Piper

                                               Alex Aylen (Head of Equities)

 

 

Chair's statement

 

I am pleased to present the Unaudited Interim Results for Agronomics Limited
(the "Company" or "Agronomics") for the six-month period ending 31 December
2024.

 

Portfolio Progress

 

During the period, the Agronomics portfolio has continued to show significant
technological and commercial progress, with many of our more mature
investments also achieving some of the largest financing rounds in the sector.

 

This progress has continued into the first quarter of the year. In January,
our portfolio company Formo Bio GmbH announced a €35 million loan awarded
from the European Investment Bank - a significant sum which reflects its
recognition of Formo's commercial roadmap and progress to date.

 

Also in January, Liberation Labs Holdings Inc announced the closure of a US$
50.5 million fundraise round, which welcomed new substantial investors.
Combined with the amounts raised to date, this will enable Liberation Labs to
complete the construction of its first biomanufacturing plant. This will help
serve the demand for diversified and secure food supply chains from
governments and large corporations alike.

 

Meanwhile, in February, our portfolio company Good Dog Food Limited trading as
Meatly became the first company in the world to supply cultivated meat-based
pet food for sale in store, as well as the first approved company to sell
cultivated meat in Europe. Meatly's limited product launch was sold in
partnership with Pets at Home, the leading pet care company, which has 453
stores across the UK.

 

The above are just some examples of the positive commercial progress being
made by our portfolio companies with many of the more established constituents
preparing for revenue generation this year. We look forward to reporting
further progress in the year ahead as certain of our portfolio companies are
targeting to bring products to market.

 

At 31 December 2024, the weighting of the investment portfolio was as
follows:

 

 Portfolio Company                  Product Focus                                                      Weighting
 Liberation Labs Holdings Inc       Contract Manufacturer for Precision Fermentation                   20%
 SuperMeat The Essence of Meat Ltd  Cultivated Poultry                                                 11%
 Blue Nalu Inc                      Cultivated Bluefin Tuna                                            9%
 Meatable BV                        Cultivated Pork and Beef                                           8%
 Onego Bio Ltd                      Cultivated Egg Proteins                                            8%
 Formo Bio GmbH                     Cultivated Dairy Proteins                                          6%
 All G Co Holdings Pty Ltd          Cultivated Dairy Proteins                                          5%
 Clean Food Group Ltd               Cultivated Palm Oil                                                5%
 EVERY Company                      Cultivated Egg Proteins                                            5%
 Solar Foods Oyj                    Novel Air Protein                                                  4%
 Meatly                             Cultivated Pet Food                                                3%
 Livekindley Inc                    Plant-based Meat                                                   3%
 California Cultured Inc            Cultivated Coffee and Cocoa                                        3%
 Mosa Meat B.V.                     Cultivated Beef                                                    2%
 Galy Co                            Cultivated Cotton                                                  2%
 Tropic Biosciences UK Ltd          Gene-Edited Crops                                                  2%
 CellX Limited                      Cultivated Chicken                                                 1%
 HydGene Renewables Pty Ltd         Developer of synthetic biology technology for hydrogen production  1%
 Bond Pet Foods                     Cultivated Pet Food                                                1%
 Other                                                                                                 1%

 

Investment Strategy

 

Our portfolio performance has continued to progress positively thanks to a
diversified investment strategy across numerous technological verticals within
the field of clean food. The majority of our investments (55% of NAV) are
centred around companies using precision fermentation technology, a relatively
near-term opportunity in addressing the challenges associated with our food
system.

 

Precision fermentation is already used in the mass production of foodstuffs.
For example, 97% of rennet, an enzyme used in cheese production, is produced
this way. Such products, therefore, can seamlessly slot into existing supply
chains, offering functionally identical replacements and price-stable supplies
of animal proteins and oils. For example, our portfolio companies: Formo,
Onego and Clean Food Group respectively, produce dairy, egg and palm oil using
biomanufacturing technologies.

 

This infrastructure will enable the scale-up and commercialisation of
bio-manufactured proteins and is the nearest-term opportunity in terms of
material revenue generation. In the last few years, demand for these types of
facility from food manufacturers and governments across the world has
increased, as they identify biomanufacturing as a strategic priority for
ensuring food security and price stability.

 

Facilities such as the one being built by Liberation Labs could produce a
variety of end products from food ingredients and biomaterials, further
derisking its model. Liberation Labs currently has non-binding Letters of
Intent ("LOI's") from companies wishing to utilise its facility once built,
that collectively represent over 200% of the available capacity and is now
working towards converting these LOIs into Offtake Agreements.

 

I want to give a special thanks to the work of Dr Philip Boigner as interim
Chief Executive Officer of Shellbay Investments Limited, the adviser to the
Company providing portfolio management and investment services. Within the
last six months, Philip has been integral in supporting our existing portfolio
companies to secure funding rounds, including the closure of Liberation Labs'
US$ 50.5 million fundraise which has been critical in enabling the completion
of construction of the company's first plant, expected towards the end of the
year.

 

As we informed the market in our last update, the period did see the expected
write-downs of some portfolio holdings due to the difficult macroeconomic
headwinds and challenging fundraising environment experienced over the last
few years. This is the natural case within any diversified investment company,
and we are greatly encouraged by the progress and growing potential of our
remaining portfolio companies, which continue to go from strength to strength.

 

A Year of Expected Growth

 

Many of our portfolio companies are leading the way in the commercialisation
of food products that are addressing critical issues including price
volatility, food security and human health, as well as ethical and
environmental sustainability. These disruptive technologies provide the
potential to address inefficiencies in the global food system and thus become
part of the solution to the increasing demand for protein without applying
more pressure on our natural resources and the environment.

 

Cellular agriculture is expected to become an important part of the long-term
growth of several key global industries. Recent global crises, including the
COVID-19 pandemic, the war in Ukraine, and climate-related disasters, have
highlighted the fragility of our existing food systems. Ukraine, for example,
exports over 50% of the world's seed oils and between 20-30% of the world's
corn, barley and wheat. With these exports effectively on hold following
Russia's invasion in February 2022, there has been significant disruption to
global food supplies and costs. In the last two years alone, the US FAO Food
Price Index for staples like vegetable oils and cereals increased by 182% and
68%, respectively.

 

Additionally, similar price spikes continue to be experienced in other global
industries such as the cocoa market. Cocoa prices have hit record highs over
two consecutive months from December 2024, and January 2025, when it reached
US$ 10.75kg. The surge is the largest seen in over six years, according to
commodity analysts, primarily due to worsening weather conditions in West
Africa - a major growing region and the main supplier to the European Union.
The World Bank estimates production of cocoa declined by 14% in the 2023-2024
season. Our portfolio companies, such as California Cultured which produces
cocoa and coffee without the crops, are perfectly placed, therefore, to
provide sustainable, consistent alternatives without the price volatility of
the farmed crop.

 

As the population and its demand for protein increases globally, our food
systems must adapt to increase food production without the associated damage
to the environment and human health. By decoupling production from industrial
agricultural practices, clean food offers a sustainable solution to meeting
demand, while diversifying current supply chains and thereby mitigating
exposure to exogenous risks from geopolitical and climate-related events.

 

 

Financial Review

The Company recorded a net loss for the period of £6,555,201 (31 December
2023: £437,924). During the six months period, net investment losses (loan
and cash interest income, net unrealised investment gains/losses, net
unrealised foreign exchange gains/losses) totalled £5,872,621 (31 December
2023: net investment income of £393,646). No performance fees were payable or
accrued for the current period. The basic and diluted loss per share was 0.649
pence (31 December 2023: loss per share of 0.044 pence).

 

The net loss recognised during the period includes:

·      Unrealised fair value loss on Solar Foods carrying amount, with
the carrying amount adjusted to fair value based on latest traded share price
- £5.2 million;

·      Unrealised fair value loss on Meatly carrying amount, following
completion of its Series A raise - £0.5 million;

·      Unrealised foreign exchange losses on investments held in USD,
EUR and AUD - £0.8 million;

·      Net operating costs for the period of £0.7 million;

·      Net loss offset by net interest income earned on loan investments
and cash deposits - £0.7 million.

 

The carrying amount of invested assets is £140,591,025 (30 June 2024:
£145,143,166), and cash and cash equivalents and bank deposits stood
£10,190,488 (30 June 2024: £12,235,092). Our net assets decreased to
£150,715,583 at 31 December 2024 (30 June 2024: £157,269,070). As a result,
the net asset value per share at 31 December 2024 is 14.93 pence, which is a
decrease of 4.1% from 30 June 2024 (15.58 pence).

 

Investment Strategy and Outlook

Looking forward, Agronomics' investment strategy will focus on continuing to
assist our portfolio companies with expanding and supporting revenue
generation opportunities, as more of them receive regulatory approval for the
commercial sale of their products in their respective target markets and bring
new products to market. We are seeing clear interest by the food industry in
providing clean, locally produced and affordable food. We are also
continuously evaluating liquidity opportunities for our portfolio companies
and are seeing increased interest in our technologies as egg shortages in the
US and increased demand for weight loss management highlight the revolutionary
potential of providing clean foods by use of bio manufacturing.

 

With having achieved regulatory approval of novel clean foods in four
countries, a strong demand from the market and technology breakthroughs that
put most of our product at price parity to natural grown proteins, we now need
to address the current bottle neck of clean food production. Agronomics is
tackling this through the progress and development of Liberation Labs, we will
continue to help expand manufacturing capabilities and off-take agreements to
develop bio-manufacturing capabilities that can help support the continued
growth of the cultivated food industry.

 

 

 

Jim Mellon

Chair

13 March 2025

 

Condensed statement of comprehensive income

For the period ended 31 December 2024

                                                                                         Period-ended              Period-ended

                                                                                         31 December 2024          31 December 2023

                                                                                         (unaudited)               (unaudited)

                                                                                 Notes
                                                                                         £                         £
 Income
 Net (losses)/gains from financial instruments at fair value through profit and  2       (5,728,968)               608,573
 loss
                                                                                         ────────                  ────────
                                                                                         (5,728,968)               608,573
 Operating expenses
 Directors' fees                                                                         (75,000)                  (75,000)
 Other operating costs                                                           4       (607,580)                 (756,570)
 Unrealised foreign exchange losses                                                      (827,660)                 (792,957)
                                                                                         ────────                  ────────
 Loss from operating activities                                                          (7,239,208)               (1,015,954)

 Interest received                                                               2       684,007                   578,030
                                                                                         ────────                  ────────
 Loss before taxation                                                                    (6,555,201)               (437,924)

 Taxation                                                                                -                         -
                                                                                         ────────                  ────────
 Loss for the period                                                                     (6,555,201)               (437,924)

 Other comprehensive income                                                              -                         -
                                                                                         ────────                  ────────
 Total comprehensive loss for the period                                                 (6,555,201)               (437,924)
                                                                                         ════════                  ════════

 Basic loss per share (pence)                                                    5       (0.649)                   (0.044)
 Diluted loss per share (pence)                                                  5       (0.649)                   (0.044)

 

 

The Directors consider that the Company's activities are continuing.

 

The notes on pages 8 to 10 form part of these interim financial statements.

Condensed statement of financial position

As at 31 December 2024

 

                                                                31 December 2024          30 June 2024

                                                        Notes   (unaudited)               (audited)
                                                                £                         £
 Current assets
 Financial assets at fair value through profit or loss  6       140,591,025               145,143,166
 Bank deposits                                                  9,075,722                 9,107,996
 Cash and cash equivalents                                      1,114,766                 3,127,096
 Trade and other receivables                                    95,462                    56,979
                                                                ────────                  ────────
 Total assets                                                   150,876,975               157,435,237
                                                                ════════                  ════════

 Equity
 Share capital                                                  1,008                     1,008
 Share premium                                                  136,171,079               136,169,365
 Accumulated earnings                                           14,543,496                21,098,697
                                                                ────────                  ────────
 Total equity                                                   150,715,583               157,269,070

 Current liabilities
 Trade and other payables                               7       161,392                   166,167
                                                                ────────                  ────────
 Total liabilities                                              161,392                   166,167

                                                                ────────                  ────────
 Total equity and liabilities                                   150,876,975               157,435,237
                                                                ════════                  ════════

 

The notes on pages 8 to 10 form part of these interim financial statements.

 

These interim financial statements were approved by the Board of Directors on
13 March 2024 and were signed on their behalf by:

 

Denham Eke

Director

Condensed statement of changes in equity

For the period ended 31 December 2024

 

 

 

                                                Share               Share                     Share reserve          Retained earnings

                                                capital             premium                   £                      £                         Total

                                                £                   £                                                                          £

 Balance at 01 July 2023 (audited)              992                 134,481,365               1,686,336              32,094,819                168,263,512

 Total comprehensive profit for the period      -                   -                         -                      (437,924)                 (437,924)
 Issue of shares                                1                   659                       -                      -                         660
                                                ──────              ────────                  ───────                ────────                  ────────
 Balance at 31 December 2023 (unaudited)        993                 134,482,024               1,686,336              31,656,895                167,826,248
                                                ══════              ════════                  ═══════                ════════                  ════════

 

                                          Share               Share                         Retained earnings

                                          capital             premium                       £                         Total

                                          £                   £                                                       £

 Balance at 01 July 2024 (audited)        1,008               136,169,365                   21,098,697                157,269,070

 Total comprehensive loss for the period                                                    (6,555,201)               (6,555,201)
 Issue of shares                          -                   1,714                         -                         1,714
                                          ──────              ────────                      ────────                  ────────
 Balance at 31 December 2024 (unaudited)  1,008               136,171,079                   14,543,496                150,715,583
                                          ══════              ════════                      ════════                  ════════

 

 

 

The notes on pages 8 to 10 form part of these interim financial statements.

 

Condensed statement of cash flows

For the period ended 31 December 2024

                                                                                Period-ended           Period-ended

                                                                        Notes   31 December 2024       31 December 2023
                                                                                (unaudited)            (unaudited)
                                                                                £                      £

 Cash flows from operating activities
 Loss for the period                                                            (6,555,201)            (437,924)

 Purchase of investments                                                        (1,550,777)            (4,175,055)
 Interest received                                                              (684,007)              (578,030)
 Unrealised (losses)/gains on investments                               2       5,728,968              (608,573)
 Unrealised foreign exchange losses on investments                              799,239                764,781
                                                                                ───────                ───────
 Operating loss before changes in working capital                               (2,261,778)            (5,034,801)

 Change in trade and other receivables                                          (38,483)               193,552
 Change in trade and other payables                                             (4,776)                (1,743,047)
                                                                                ───────                ───────
 Net cash flows from operating activities                                       (2,305,037)            (6,584,296)
                                                                                ═══════                ═══════

 Cash flows from financing activities
 Proceeds from issue of shares                                                  1,714                  660
 Cash interest received                                                         258,719                490,483
                                                                                ───────                ───────
 Net cash flows from financing activities                                       260,433                491,143
                                                                                ═══════                ═══════

 Cash flows from investing activities
 Bank deposits not considered cash and cash equivalents (net movement)          32,274                 (6,972,257)
                                                                                ───────                ───────
 Net cash from investing activities                                             32,274                 (6,972,257)
                                                                                ═══════                ═══════

 Decrease in cash and cash equivalents                                          (2,012,330)            (13,065,410)

 Cash and cash equivalents at beginning of period                               3,127,096              18,100,498
                                                                                ───────                ───────
 Cash and cash equivalents at the end of period                                 1,114,766              5,035,088
                                                                                ═══════                ═══════

 

 

 

 

 

The notes on pages 8 to 10 form part of these interim financial statements.

 

1           Significant accounting policies

 

Agronomics Limited (the "Company") is a company domiciled in the Isle of Man.
The address of the Company's registered office is Viking House, St Paul's
Square, Ramsey, Isle of Man, IM8 1GB.

 

The unaudited condensed financial statements of the Company (the "Financial
Information") are prepared in accordance with Isle of Man law and
International Financial Reporting Standards ("IFRS") and their interpretations
issued by the International Accounting Standards Board ("IASB") and adopted by
the European Union ("EU"). The financial information in this report has been
prepared in accordance with the Company's accounting policies. Full details of
the accounting policies adopted by the Company are contained in the financial
statements included in the Company's annual report for the year ended 30 June
2024 which is available on the Group's website: www.agronomics.im
(http://www.agronomics.im)

 

The accounting policies and methods of computation and presentation adopted in
the preparation of the Financial Information are consistent with those
described and applied in the financial statements for the year ended 30 June
2024. There are no new IFRSs or interpretations effective from 1 July 2024
which have had a material effect on the financial information included in this
report.

 

The unaudited condensed financial statements do not constitute statutory
financial statements. The statutory financial statements for the year ended 30
June 2024, extracts of which are included in these unaudited condensed
financial statements, were prepared under IFRS as adopted by the EU. The
auditors' report on those financial statements was unmodified.

 

The preparation of the Financial Information requires management to make
judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. Actual
results could differ materially from these estimates. In preparing the
Financial Information, the critical judgements made by management in applying
the Company's accounting policies and the key sources of estimation
uncertainty were the same as those that applied to the financial statements as
at and for the year ended 30 June 2024 as set out in those financial
statements.

 

The Financial Information is presented in Great British Pounds, rounded to the
nearest pound, which is the functional currency and also the presentation
currency of the Company.

 

2           Net income from financial instruments at fair value
through profit and loss

 

                                               31 December 2024       31 December 2023

                                               (unaudited)            (unaudited)

                                               £                      £
 Net unrealised (losses)/gains on investments  (5,728,968)            608,573
                                               ═══════                ═══════

 

3           Performance fee

                  31 December 2024       31 December 2023

                  (unaudited)            (unaudited)

                  £                      £
 Performance fee  -                      -
                  ═══════                ═══════

 

Shellbay Investments Limited ("Shellbay") receives performance fees for the
provision of Jim Mellon as Director of the Company and other services as
detailed in the announcement of 6 May 2021. Shellbay shall be entitled to an
annual fee equal to the value of 15% of any increase between the Company's net
asset value ("NAV") on a per issued share basis at the start of a reporting
period and 30 June ("Closing NAV Date") each year during the term of the New
Shellbay Agreement, with the first reporting period being from 1 July 2020 to
30 June 2021, and annually thereafter. The opening and closing NAV for each
period will be based on the audited financial statements of the Company for
the relevant financial year, with the opening NAV for each reporting period
being the higher of (i) 5.86 pence per share (the highest annual audited NAV
per share since the Company adopted its current investment policy and reported
NAV per share in September 2019)), and (ii) the highest NAV per share reported
at a Closing Date for the previous reporting periods during the term of the
agreement (establishing a rolling high-watermark for Shellbay to qualify for
such fee). Any increase in NAV per share will then be applied to the total
issued share capital at the end of the relevant period for the purposes of
determining the 15% fee. Any change in NAV per share that arises from funds
raised at a premium or discount to the existing NAV per share will therefore
be considered for the purposes of calculating Shellbay's fee by reference to
the annual audited accounts (for clarity being an increase in respect of a
premium and a decrease in respect of a discount).

At the election of the Company, the Shellbay fee shall be payable either in
whole or in part by the issue of new shares at a price equal to the mid-price
on the last day of the relevant Qualifying Period (being the Company's
accounting year from 1 July to 30 June) or grant of nil price warrants over
shares; or in cash; or (with the agreement of Shellbay), in cash-equivalents
(such as shares), and other assets held by the Company. No fees were payable
or accrued for the current period (31 December 2023: £nil). See note 8 for
further details.

 

4           Other operating costs

                         31 December 2024       31 December 2023

                         (unaudited)            (unaudited)

                         £                      £

 Auditors' remuneration  33,000                 31,000
 Insurance               24,781                 28,242
 Professional fees       150,804                175,250
 Sundry expenses         398,995                522,078
                         ───────                ───────
 Total other costs       607,580                756,570
                         ═══════                ═══════

             The Company has no employee's other than the
Directors.

 

5           Basic and diluted profit 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 period.

 

The calculation of diluted earnings per share is based on the basic earnings
per share, adjusted to allow for the issue of shares, on the assumed
conversion of all dilutive share options.

                                                      31 December 2024  31 December 2023

                                                      (unaudited)       (unaudited)

                                                      £                 £
 Loss for the period                                  (6,555,201)       (437,924)
                                                      No.               No.

 Weighted average number of ordinary shares in issue  1,009,412,298     993,152,986
 Dilutive effect of shares to be issued *             -                 434,342,919
 Diluted number of ordinary shares                    1,009,412,298     1,427,495,905
 Basic loss per share (pence)                         (0.649)           (0.044)
 Diluted loss per share (pence)                       (0.649)           (0.044)

 

 
                                * During the
period, a total of 137,230,070 unexercised warrants expired.

 

6           Financial assets at fair value through profit or loss

 

A wholly owned subsidiary entity of the Company, Agronomics Investment
Holdings Limited ("the Subsidiary" or "AIHL"), holds the majority of the
portfolio of unquoted investments. Unquoted investments were transferred by
the Company into AIHL at their respective carrying amounts. The investment in
subsidiary is stated at fair value through profit or loss in accordance with
the IFRS 10 Investment Entity Consolidation Exception. The fair value of the
investment in Subsidiary is based on the period-end net asset value of the
Subsidiary. Additions and disposals regarding the investment in subsidiary are
recognised on trade date.

 

 

                           31 December 2024       30 June 2024
                           (unaudited)            (audited)

                           £                      £
 Quoted                    5,997,368              43,352
 Unquoted                  10,272,668             8,146,774
 Investment in subsidiary  124,320,988            136,953,040
                           ───────                ───────
                           140,591,025            145,143,166
                           ═══════                ═══════

The composition of the investments held, both directly and indirectly through
the Subsidiary in the underlying portfolio, is as follows:

                                    31 December 2024       30 June 2024
                                    (unaudited)            (audited)

                                    £                      £
 Equities                           129,762,776            136,486,059
 Convertible loan notes and SAFEs*  10,828,249             8,657,107
                                    ───────                ───────
                                    140,591,025            145,143,166
                                    ═══════                ═══════

* A SAFE is a Simple Agreement for Future Equity. SAFE Agreements have similar
characteristics to Convertible Loans and are designed to provide an early
investor with an "edge" ahead of a larger planned funding. The edge is
typically conversion of funds advanced for new equity at a discount to the
subsequent raise.

 

7           Trade and other payables

                          31 December 2024    30 June 2024
                          (unaudited)         (audited)

                          £                   £
 Provision for audit fee  24,805              57,318
 Trade creditors          136,587             108,849
                          ──────              ──────
                          161,392             166,167
                          ══════              ══════

During the period, the cash portion of the fee due to Shellbay was settled in
full. See note 8.

 

8           Related party transactions

 

Under an agreement dated 1 December 2011, Burnbrae Limited, a company related
to both Jim Mellon and Denham Eke, provide certain services, principally
accounting and administration, to the Company. This agreement may be
terminated by either party on three months' notice. The Company incurred a
total cost of £15,000 (period ended 31 December 2023: £15,000) during the
period under this agreement of which £3,093 was outstanding as at the period
end (30 June 2024: £6,093).

 

Under an updated agreement dated May 2021, Shellbay Investments Limited, a
Company related to both Jim Mellon and Denham Eke, provide certain services to
the Company including the services of Jim Mellon as Director of the Company.

 

No fees were payable or accrued for the current period (31 December 2023:
£nil). See note 3 for further details.

 

In accordance with the Company's published investment strategy, Mr Mellon may
co-invest alongside the Company in certain investments and, accordingly, he
has direct and indirect interests in other investments held by the Company.

 

9           Commitments and contingent liabilities

 

There are no known commitments or contingent liabilities as at the period end.

 

10         Events after the reporting date

 

There were no post balance events that require disclosure.

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

END

 

 

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