REG - Iconic Labs PLC - Full Year Results for the Year ended 30 June 2023
31/10/2023 07:15
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RNS Number : 8380R Iconic Labs PLC 31 October 2023
31 October 2023
Iconic Labs PLC
("Iconic" or the "Company")
Full Year Results for the Year ended 30 June 2023
Iconic Labs PLC (LSE: ICON), today announces its audited financial results
for the year ended 30 June 2023.
Copies of the Annual Report and Accounts for the year ended 30 June 2023 will
shortly be sent to shareholders and available on the Company's website:
https://www.iconiclabs.co.uk/documents/
(https://www.iconiclabs.co.uk/documents/) .
Period Highlights
· Finalised terms with the European High Growth Opportunities
Securitisation Fund ("EHGOSF") and Linton under the Settlement Deed
· Finalised terms of Creditors Voluntary Arrangement ("CVA") with Joint
Administrators
· Finalised terms with EHGOSF of the Financing Facility
· Suspension of the listing in the Company's Ordinary Shares lifted by
the FCA
Post-Period Highlights
· August 2023, Prospectus published to provide the Company with the
ability to issue further Ordinary Shares under the Prospectus Regulation Rules
· September 2023, 83,256 Ordinary Shares issued to all creditors under
the CVA
· October 2023, Iconic successfully completed and satisfied all
conditions of, and consequently exited, the CVA
Financial Highlights
· Profit of £4,680,143 (FY 22: loss of £762,107) although
attributable to the writing back of the creditor balance
· Revenue of £Nil (FY 22: £26,823)
· Total assets held as of 30 June 2023 £50,244 (FY 22: £6)
· Group liabilities of £3,778,621 (FY 22: £8,938,526)
· Iconic maintains a limited amount of cash on its account as it relies
entirely at this time on the EHGOSF financing facility to meet its operational
expenditures
Brad Taylor, Chief Executive Officer of Iconic Labs, commented:
"For Iconic, 2023 has been a transformational year. We have successfully
steered the Company through administration and financial restructuring,
positioning ourselves for future growth. As we stand at this pivotal juncture,
I wish to highlight our commitment to advancing our strategic objectives and
seizing growth opportunities.
"We look forward to this next year with confidence as we focus on generating
shareholder value."
For any further information or enquiries please contact:
Iconic Labs Tel: +44 (0) 7462 156238
Brad Taylor, Chief Executive Officer ir@iconiclabs.co.uk
Novum Securities Limited Tel: +44 (0) 20 7399 9400
David Coffman / Daniel Harris
Yellow Jersey PR Tel: +44 (0) 20 3004 9512
Sarah Hollins
Annabelle Wills iconic@yellowjerseypr.com
Bessie Elliot
CHIEF EXECUTIVE OFFICER'S REPORT
I am pleased to present the audited accounts of Iconic Labs PLC and its
subsidiaries (together, "Iconic" or the "Company") for the twelve months ended
30 June 2023. A significant amount of the information contained in these
audited accounts can be found in the Company's Prospectus published on 8
August 2023, but several updates are also included.
Over the past twelve months, we have made strong progress in restructuring and
stabilising the Company amid challenging circumstances, including:
(i) Negotiated settlements of all outstanding disputes;
(ii) Finalised and satisfied all conditions of the Company
Voluntary Arrangement ("CVA") which was approved with the Joint Administrators
at a creditors' meeting on 22 September 2022;
(iii) Agreed financing terms with European High Growth
Opportunities Securitization Fund ("EHGOSF") and Linton Capital LLP
("Linton"), requiring the Company to issue £750,000 in convertible notes to
EHGOSF and £750,000 to Linton pursuant to the terms of the Deed of Issuance
and Subscription dated 23 August 2022 (the "Settlement Deed");
(iv) Finalised the terms of a new financing facility on 28
September 2022 with EHGOSF pursuant to which EHGOSF would provide Iconic with
up to £3 million by subscribing for up to 3,000 Loan Notes each with a par
value of £1,000 (the "Financing Facility"), convertible into Ordinary Shares
in the Company with Warrants attached; and
(v) Lifted the suspension of the listing of the Company's
ordinary shares ("Ordinary Shares") and as a result shareholders were able to
trade the Company's shares on the London Stock Exchange from 24 January 2023.
As part of the requirements for the Company's successful exit from
administration and lifting the suspension of the Company's listing, the
Company published a Prospectus on 8 August 2023 to provide the Company with
the ability to issue further Ordinary Shares under the Prospectus Regulation
Rules as follows:
(i) Up to 1,674,130,609 Ordinary Shares to be issued to
unsecured creditors under the CVA;
(ii) Up to 45,045,045,045 Ordinary Shares to be issued to EHGOSF to
convert £750,000 in convertible notes, and to Linton Capital to convert
£750,000 in convertible notes under the Settlement Deed;
(iii) Up to 80,180,180,180 Ordinary Shares to be issued to EHGOSF to
satisfy £2,670,000 in unconverted drawdowns and certain fees pursuant to the
Financing Facility;
(iv) Up to 36,038,525,658 Ordinary Shares to be issued to EHGOSF to
satisfy the exercise of its Warrants under the Financing Facility; and
(vi) Up to 22,027,027,027 Ordinary Shares to be issued to Ott
Ventures s.r.o and/or Ott Ventures USA, Inc. under the Management Services
Agreement for outstanding fees as set out in the 2022 Accounts totalling, to
date, £690,000 and a further £125,000 in part lieu of fees for the balance
of the calendar year, being in aggregate £815,000.
Since the suspension of the listing was lifted, EHGOSF has converted
£530,000, at the year end, of convertibles notes under the Financing Facility
resulting in the Company issuing a total of 8,901,668,621 Ordinary Shares of
£0.00001 each and 2,236,616 Ordinary Shares of £0.1 each, post
consolidation, to EHGOSF. In addition, the Company has also issued
6,458,946,078 Warrants to EHGOSF.
The Company held its Annual General Meeting ("AGM") on 25 August 2023 at which
all resolutions were duly passed, including a resolution for the consolidation
of the Company's Ordinary Shares on a 10,000 for 1 basis, such that every
10,000 Ordinary Shares of £0.00001 each were consolidated into 1 Ordinary
Share of £0.1 each in nominal value. The primary objective of the
consolidation was to reduce the number of Ordinary Shares, with the intention
of creating a higher share price per Ordinary Share in the capital of the
Company, which we believe will make the Company and the Ordinary Shares more
attractive to a broader range of investors.
Since the publication of the Prospectus and the AGM, the Company was pleased
to announce that it had satisfied the final condition to bring the CVA to a
successful conclusion when it issued 83,256 Ordinary Shares of £0.1 each to
the creditors under the CVA. As of 21 September 2023, all documents concluding
the CVA had been filed with, and accepted by, Companies House.
Emergence and Growth Vision
We are proud to report that the Company has successfully navigated the
challenges of administration and financial restructuring and is now poised to
seek revenue-generating advisory services as it continues to search for a
suitable acquisition target that will most likely take the form of a reverse
takeover. As digital evolution shapes our future, the Company is eyeing
opportunities in online media, artificial intelligence, big data gathering,
processing and analysis sectors with which it can enter into advisory services
contracts. Our intent is to support companies, especially in their infancy,
that have crafted innovative products and captured markets but are inhibited
by various growth constraints. We possess the executive acumen to steer these
entities, building robust systems and strategies that propel them towards
long-term success.
Gay Star News ("GSN"): A Promising Asset
Our immediate objectives centre around GSN, which we acquired in 2019 for
£33,000 through our subsidiary Nuuco Media Limited. GSN's potential continues
to be evident from its strong foothold in the LGBTQ+ media realm. Despite past
fiscal adversities, the resilience and promise of GSN's brand have always
shone through. Our goal is to amplify this potential and fortify GSN's
position in the market, with Greencastle MM LLP's expertise. The partnership
terms with Greencastle ensure a balanced growth trajectory, keeping the best
interests of both parties in mind.
We aim to position GSN as a leading LGBTQ+ hub for diverse content. The future
growth of GSN lies in our ability to produce and curate valuable content. By
doing so, we expect to see a steady rise in engagements and subscriptions.
Our primary competition comprises renowned publications like Pink News, Gay
Times, and Attitude. The expansion of GSN's operations into Europe is also on
the horizon, as we target a growth of 50,000 subscribers by the end of 2023
and a long-term vision of 1 million subscribers by 2024.
M&A and Funding
We are actively exploring acquisition opportunities to further enhance
shareholder value. It is worth noting that the consideration for any such
moves would primarily be in the form of company equity. Our management,
spearheaded by me, is actively overseeing this initiative.
In conclusion, while the path ahead is competitive, I am confident that with
the administration and financial restructuring behind us, we can now turn the
page and begin a new chapter for the Company as we continue to implement our
plan towards generating shareholder value.
Bradley Taylor
Chief Executive Officer
30 October 2023
STRATEGIC REPORT
INTRODUCTION
This is the sixth set of financial statements prepared by Iconic. This
Strategic Report should also be read in conjunction with the Chief Executive
Officer's statement together with the Prospectus published on 8 August 2023.
Principal Activities and Business Review
Iconic is a media and technology business focused on the identification,
acquisition and growth of technology-driven companies in the online media,
artificial intelligence, and big data gathering, processing and analysis
sectors.
Iconic's sole asset is Gay Star News ("GSN"), an online media platform
dedicated to the LGBTQ+ community, which Iconic intends to continue developing
with strategic partners.
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most significant to
the business:
Revenue, Profitability and Funding Risk
Iconic currently only has one asset, GSN, which is not cash-generative and
otherwise currently generates no revenues including from consultancy. The
Company is therefore reliant upon the Financing Facility with EHGOSF for its
sole source of working capital.
The Financing Facility is subject to a number of conditions ("Conditions")
including in particular:
· The shares of Iconic trade on the Main Market of the
London Stock Exchange;
· The closing market price of the Shares for each of the
ten consecutive trading days falling immediately prior to the relevant closing
date must be at least higher than 150% of the nominal value of Iconic's
shares;
· The average daily value traded of Iconic's shares
(excluding 5% of the data points from the top and excluding 5% of the data
points from the bottom of the data set) for the 20 trading days immediately
prior to the applicable closing date must be at least £10,000;
· From the fifth drawdown tranche onwards, Iconic having
published a Prospectus;
· No binding commitment has been entered into by Iconic pursuant
to which a change of control in Iconic would occur;
· No occurrence that constitutes an event of default having
occurred and is continuing;
· The Board having the required authority;
(1) For the allotment and issue of at least 200% of such number of Shares as
would be required upon conversion of all outstanding Notes together with the
Notes to be issued pursuant to the relevant drawdown notice calculated by
dividing the aggregate principal amount of all such Notes by the Closing VWAP
as of the date of such drawdown notice; and
(2) To deviate from the Shareholders' pre-emption and/or preferential
subscription right (as applicable) with respect to such number of Shares; and
· No payment is due by the Company to EHGOSF (or any of its
Affiliates) and no delivery of Shares (or certificates evidencing such Shares)
resulting from a conversion of Notes or exercise of any Warrants by EHGOSF (or
any of its Affiliates) is outstanding.
Iconic maintains a limited amount of cash on its account as it relies entirely
at this time on the EHGOSF financing facility to meet its operational
expenditures. There currently remains approximately £1.75 million available
for drawdown under the Financing Facility. The expected ordinary course cash
burn of the business is approximately £100,000 per month for the next 12
months.
However, it is possible that in the future certain of these conditions may not
be met, some of which are outside the control of the Company, although it is
not currently known when this may happen. As a result, in the event any such
condition is not met, the Company may not be in a position to further drawdown
on the Financing Facility. Although the Directors would endeavour to pursue
certain options to mitigate the consequence of such breach there is no
certainty that any such options could be achieved either in part or at all. In
such an event the Company would need to wind down its operations, realise any
assets and may enter administration, if and to the extent there are creditors
of the Company who cannot be paid. In such an event, the Company would no
longer manage the affairs of the Company or the realisation of its assets. As
a result of either winding down the business or entering into administration,
the Ordinary Shares would be cancelled from the Official List and Shareholders
may receive little or no value for their Ordinary Shares.
Dilution and Pricing Risk
If EHGOSF exercises its full rights under the Financing Facility for
conversion of Loan Notes and Warrants into Shares, this could result in a
significant holding in the Company by EHGOSF. However, EHGOSF's strategy is
generally to sell shares in the market as soon as practicable following the
exercise of such rights and in any event under the Financing Facility, inter
alia, EHGOSF cannot hold more than 29.9% of the Company. Accordingly, there is
a risk that should the Company seek to drawdown under the Loan Notes and
EHGOSF thereafter exercise and sell Shares in significant amounts over a
lengthy period, this could have a material negative impact on the price of the
Shares.
Key Executive Risk
Given the wholesale change in the Board of Directors and executive team in
February and March of 2021, coupled with the complexity of the restructuring,
administration, CVA, and lifting of the trading suspension, there is a risk of
Iconic not being able to retain key executives, which could adversely affect
Iconic's operating and financial performance. Retaining and motivating Bradley
Taylor (Chief Executive Officer) and David Štýbr (Executive Director) is a
critical component of the future success of the business. Without the
participation of these key executives, it is unlikely that the execution of
the CVA, continued trading of the Company, and financing with EHGOSF can
continue.
Copycat Website
A copycat website, www.gaystarnews.co.uk ("Copycat Website") was registered on
19 October 2022. Whilst it is not currently seeking to compete with the 'Gay
Star News' brand created more than a decade ago, the operator of the Copycat
Website has refused to deliver up the website. The Company has alerted the
operators that any use of the Gay Star News brand will constitute passing off
and breach of copyright but there is no certainty of a positive resolution to
this dispute. If this dispute is not resolved, and the Copycat Website is not
delivered up, it could result in lost website traffic and therefore a loss of
revenue to the Company.
The Company is dependent upon advertising agencies to implement its growth
strategy
The Company seeks to access a number of advertising agencies to implement its
growth strategies. In the event that these do not wish to engage with the
Company this could significantly impact the Company's ability to implement its
growth strategies and/or could adversely impact profits.
Regulation of the internet and e-commerce is rapidly evolving and changes
could adversely affect the Company's business
Regulation of the internet and e-commerce is rapidly evolving and there are an
increasing number of directly applicable laws and regulations. It is possible
that additional laws and regulations may be enacted with respect to the
internet, covering issues such as user privacy, law enforcement, pricing,
taxation, content liability, copyright protection and quality of products and
services. The adoption of new laws and regulations could have a material
adverse effect on the Company's business, results of operations and financial
condition. In particular, digital advertising is subject to complex
regulation. The regulations vary by jurisdiction of operation and are subject
to continuous change, and compliance with such regulations and other legal
requirements may be burdensome and costly. Changes to existing regulations
could lead to increased costs or otherwise affect the Company's ability to
generate revenues in a jurisdiction, for example, if a distribution channel
ceases operations due to a change in existing regulation. In addition, the
Company may face increased compliance costs and regulatory scrutiny each time
it expands its operations into a new jurisdiction. In addition, any enquiries
made, or proceedings initiated, by individuals or any regulator may lead to
negative publicity and potential liability for the Company, which could have a
material adverse effect on the business, results of operations and financial
condition of the Company.
Global Economic Risk
The online media and publishing, technology, artificial intelligence, and data
gathering, processing, and analytics sectors are susceptible to adverse
developments in the global economy and particularly the UK economy where
Iconic is located. The continual uncertainty over the war in Ukraine, the high
inflationary environment and the threat of global recession, for example, may
continue to delay spending by potential clients which may have a negative
effect on the demand for services which could affect Iconic's revenues.
Potential Unrecorded Legacy Liabilities
As evidenced by the administration and disputes involving various key parties,
there were significant legacy issues that predated management's arrival.
Following the exit from administration and the entering into of confidential
settlement agreements with various parties, the Directors consider that it is
unlikely that there are any material unknown liabilities of Iconic, however
there is the potential for unknown creditors to emerge which would increase
the liabilities of the Company.
The Company will be dependent on the strength of its brand and its reputation
and on developing these further and would suffer if this were not possible for
any reason
A strong brand and reputation are vital to the Company's growth strategies.
Brand strength and awareness is important to generate new and subsequently
retain custom. The management team are in the process of developing the brand
and reputation but there can be no assurances that this will be successful.
The actions of competitors, negative publicity involving the Company's
management or any of its employees, a lack of sufficient funds or other
factors may all adversely impact the brand or reputation. These in turn may
have a materially adverse effect on the Company's business, prospects for
growth and/or financial position.
Inability to contract with customers on the most favourable terms
The Company enters into contracts with a wide variety of companies, many of
whom possess greater negotiating leverage than is currently available to the
Company. The Company may be required to tolerate terms which are less
favourable than might be anticipated, and which may also be governed by the
laws of other jurisdictions, and this could intensify if the number of
competitors increases, thereby potentially giving existing or prospective
customers more options. Furthermore, if the Company enters into more onerous
terms than it would ideally enter into, it may risk not being able to satisfy
those terms. Breaching onerous terms or failing to secure the best commercial
terms possible could have a material impact on the Company's business revenue,
financial condition and profitability.
Access to further capital
Part of the Company's growth strategy is to identify and acquire similar
businesses that are of a smaller scale and which are well-priced. In the
longer term, the Company is intending to grow the business organically and
continue to identify and acquire similar businesses, albeit the Company
anticipates such future acquisitions to be of a larger scale than those the
Company is looking to make in the near term. The Company's longer term growth
strategy may require additional funds in order to respond to business
challenges, enhance existing services and complete any future acquisitions.
Accordingly, the Company may need to engage in equity or debt financings to
secure additional funds. If the Company raises additional funds through
further issues of equity or convertible debt securities, existing shareholders
could suffer significant dilution, and any new equity securities could have
rights, preferences, and privileges superior to those of current shareholders.
Any debt financing secured by the Company in the future could involve
restrictive covenants relating to its capital raising activities and other
financial and operational matters, which may make it more difficult for the
Company to obtain additional capital and to pursue business opportunities,
including potential acquisitions. In addition, the Company may not be able to
obtain additional financing on terms favourable to it, if at all. If the
Company is unable to obtain adequate financing or financing on terms
satisfactory to it, when required, its ability to continue to support its
business growth and to respond to business challenges could be significantly
limited or could affect its financial viability.
Financial Risk Management
The Board monitors the internal risk management function across Iconic and
advises on all relevant risk issues. There is regular communication with
internal departments, external advisors and regulators. Iconic's policies on
financial instruments and the risks pertaining to those instruments are set
out in the accounting policies in note 1 of the financial statements.
Financial Review
Iconic made a profit in the 2023 financial year of £4,768,623 (2022 - loss of
£762,107), which is attributable to the writing back of creditor balances
previously mentioned in the Chief Executive Officer's Report.
The revenue of the Group in the year was £Nil (2022 - £26,823).
Administrative expenses decreased by £4,972,509 in the year, mainly due to
the writing back of creditors balances which are no longer due.
At 30 June 2023, Iconic held total assets of £50,244 (2022 - £6), this is
relating to the amounts held as cash at bank. The Group had liabilities of
£3,690,141 at the balance sheet date (2022 - £8,938,526), a decrease of
£5,248,385.
Key Performance Indicators
The business is focused on the areas of cash management and operating results.
Iconic has identified the following key performance indicators which the
Directors will use to measure success against the business plan:
· Gross revenue growth
· EBITDA growth
· Market value
BOARD COMPOSITION
As at the 30 June 2023, the Board was comprised as follows:
Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
Men 3 75% 100% 2 100%
Women 1 25% 0 0 0
FUTURE DEVELOPMENT AND STRATEGY
Market Trends
The Directors closely follow the trends and developments in the online media
and publishing, technology, artificial intelligence, and big data gathering,
processing, and analytics sectors. We see the shift continuing towards leaner
online companies that can scale rapidly, operate internationally with an
inexpensive footprint, and provide a broad array of services across various
sectors through the effective use of information and video gathering, data
mining, just-in-time processing, and online collaboration technology.
While the administration paused Iconic's ability to conduct transactions in
these sectors, the Directors nevertheless continue to follow these market
trends and are well positioned now that Iconic has exited administration to
take advantage of opportunities in these areas.
Company Strategy
We aim to position Gay Star News as a leading LGBTQ+ hub for diverse content.
The future growth of GSN lies in our ability to produce and curate valuable
content.
In addition, the Directors have identified numerous players in the sectors of
interest, many of which have technological or operational advantages, but are
unable to grow and scale rapidly or internationally for various reasons
including the fragmented, localised, and isolated nature of their business
models. We believe there is a significant opportunity to support, acquire, and
integrate these companies into Iconic given the Directors' international
capabilities and strategic growth expertise.
Going concern
The Board's assessment of going concern and the key considerations thereto are
set out in our Corporate Governance Report.
Capital Structure
Details of the Ordinary Shares of the Company are shown in note 10. The
Company has a class of Ordinary Shares with a nominal value of £0.00001 per
share, which were consolidated and divided into Ordinary Shares of £0.1 each
on 25 August 2023, and a class of Deferred Shares of £0.00249 per share, both
of which carry no fixed income. Each holder of Ordinary Shares is entitled to
receive Iconic's Annual Report and audited financial statements, to attend and
speak or appoint proxies and to exercise voting rights at Iconic's general
meetings.
The Company's Articles of Association (the "Articles") do not have any
specific restrictions on the transfer of shares or restrictions on voting
rights, and there are no limitations on holding such shares. Other than the
obligations contained in the Financing Facility, the Settlement Deed, and the
CVA, the Directors are not aware of any agreement between Iconic shareholders
that may result in restrictions on the transfer of securities or on voting
rights.
No person has any special rights of control over Iconic's share capital and
all issued shares are fully paid.
The appointment and replacement of Directors and the powers of the Directors
are governed by the Articles, the Quoted Companies Alliance Corporate
Governance Code, the Companies Act 2006 and related legislation. The powers of
the Directors are described in the Corporate Governance Report.
Environmental Issues
As far as the Directors are aware, Iconic's business activities do not cause a
direct and disproportionate adverse effect on the environment.
Employee Matters
As of 30 June 2023, and continuing through the fourth quarter of 2023, Iconic
does not have any employees and its management is being conducted primarily by
Bradley Taylor and David Štýbr who have worked with the Joint Administrators
and creditors to restructure the Company and exit administration, resolve all
outstanding disputes, and get the trading suspension on Iconic's shares
lifted.
Social, Community and Human Rights Issues
Iconic seeks to achieve the highest ethical standards and behaviours in
conducting its business, with integrity, openness, diversity and inclusiveness
being a priority.
We have adopted a formal equal opportunities policy which is contained in our
employee handbook. The aim of the policy is to ensure no job applicant,
employee or worker is discriminated against either directly or indirectly on
the grounds of race, sex, disability, sexual orientation, gender reassignment;
marriage or civil partnership; pregnancy or maternity; religion or belief or
age.
SECTION 172 STATEMENT
Section 172 of the Companies Act 2006 requires directors to take into
consideration the interests of stakeholders and other matters in their
decision making. The directors continue to have regard to the interests of
Iconic's personnel and other stakeholders, the impact of its activities on the
community, the environment and its reputation for good business conduct, when
making decisions. In this context, acting in good faith and fairly, the
directors consider what is most likely to promote the success of Iconic for
its members in the long term. We explain in this annual report, and below, how
the board engages with stakeholders.
Relations with key stakeholders such as employees, shareholders and suppliers
are considered in more detail in our Corporate Governance Report.
The Directors are aware of their responsibilities to promote the success of
Iconic in accordance with section 172 of the Companies Act 2006. To ensure
Iconic was operating in line with good corporate practice, all Directors
received refresher training on the scope and application of section 172 in
writing. This encouraged the Board to reflect on how Iconic engages with its
stakeholders and opportunities for enhancement in the future. A section 172
notice has been included with the Board papers since this date. As required,
Iconic's Company Secretary will provide support to the Board to help ensure
that sufficient consideration is given to issues relating to the matters set
out in s172(1)(a)-(f).
The Board regularly reviews Iconic's principal stakeholders and how It engages
with them. This is achieved through information provided by management and by
direct engagement with stakeholders themselves. We aim to work responsibly
with our stakeholders, including suppliers. The Board has recently reviewed
its anti-corruption and anti-bribery, equal opportunities and whistleblowing
policies.
The key events and Board decisions made in the year are set out below:
23 August 2022 - Finalised terms with EHGOSF and Linton under the Settlement
Deed.
22 September 2022 - Finalised terms of CVA with Joint Administrators.
28 September 2022 - Finalised the terms with EHGOSF of the Financing Facility.
14 December 2022 - Confirmation of Marija Hrebac to the Board of Directors
following regulatory checks.
22 December 2022 - Publication of Annual Financial Report 2021.
3 January 2023 - Publication of Annual Financial Report 2022.
25 January 2023 - FCA lifted the suspension of the listing in the Company's
Ordinary Shares.
20 February 2023 - Confirmation of Emmanuel Blouin to the Board of Directors
following regulatory checks.
23 February 2023 - Approval for the conversion of the Ott Companies'
outstanding £365,000 success fee plus £125,000 in monthly management fees
and any further outstanding monthly management fees following the publication
of the Prospectus into new Ordinary Shares.
31 March 2023 - Approval of Interim Accounts for the six months ended 31
December 2022.
8 August 2023 - Publication of Prospectus.
25 August 2023 - AGM held and Ordinary Shares Consolidated.
15 September 2023 - 83,256 Ordinary Shares issued to all creditors under the
CVA.
12 October 2023 - Documents terminating CVA filed with and accepted by
Companies House.
Bradley Taylor
Director
30 October 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
Notes Year ended Year ended
30 June 30 June
2023 2022
£ £
Continuing operations
Revenue - 26,823
Gross profit - 26,823
Administrative expenses 3 4,768,579 (203,930)
Direct costs incurred in connection with EHGOF financing facility 3 - (585,000)
Other operating income 44 -
Operating Profit / (Loss) 4,768,623 (762,107)
Profit / (Loss) before taxation 4,768,623 (762,107)
Taxation 5 - -
Profit / (Loss) for the period from continuing operations 4,768,623 (762,107)
Profit / (Loss) for the period 4,768,623 (762,107)
Total comprehensive profit / (loss) for the period 4,768,623 (762,107)
Loss per ordinary share 6
Basic and diluted
- from continuing operations (0.00) (0.00)
- from discontinued operations (0.00) (0.00)
The profit for the year and total comprehensive profit for the year are wholly
attributable to the equity holders of the parent.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
30 June 30 June
2023 2022
Notes £ £
Assets
Non-current assets
Intangible assets 7 1 1
Total non-current assets 1 1
Current assets
Cash and cash equivalents 9 50,243 5
50,243 5
Total assets 50,244 6
Equity
Share capital 10 4,539,523 4,450,506
Share premium 11 8,341,761 7,900,778
Retained deficit 11 (16,521,181) (21,289,804)
(3,639,897) (8,938,520)
Liabilities
Current liabilities
Trade and other payables 12 1,750,141 6,523,526
Loans and borrowings 13 1,940,000 2,415,000
3,690,141 8,938,526
Total liabilities 3,690,141 8,938,526
Total equity and liabilities 50,244 6
The financial statements of Iconic Labs plc were approved by the Board and
authorised for issue on 30 October 2023. They were signed on its behalf by:
Bradley Taylor
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Share Share Retained Total
capital
£ premium deficit Equity
£
£
£
Balance at 30 June 2021 4,450,506 7,900,778 (20,527,697) (8,176,413)
Loss for the period - - (762,107) (762,107)
Total comprehensive loss for the period
- - (762,107) (762,107)
Transactions with owners:
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,804) (8,938,520)
Profit for the year - - 4,768,623 4,768,623
Foreign exchange translation - - - -
Total comprehensive loss for the year - - 4,768,623 4,768,623
Transactions with owners:
Issue of shares 89,017 440,983 - 530,000
Cost of placings - - - -
Total contribution by and distribution to owners 89,017 440,983 - 530,000
Balance at 30 June 2023 4,539,523 8,341,761 (16,521,181) (3,639,897)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Notes Year ended Year ended
30 June
2023 30 June
£
2022
£
Cash flows from operating activities
Total comprehensive profit / (loss) for the period 4,768,623 (762,107)
(Profit)/Loss from sale of tangible assets - -
Net write back of loan notes (915,000) -
Depreciation - -
Finance costs - -
3,853,623 (762,107)
Decrease/(increase) in trade and other receivables - 103,126
(Decrease)/increase in trade and other payables (4,773,385) 642,057
(Decrease) in provisions - (34,000)
Operating cash flows used by continuing activities (919,762) (50,924)
Operating cash flows generated from/(used by) discontinued operations - -
Net cash used in operating activities (919,762) (50,924)
Cash flows from financing activities
Issue of share capital 10 - -
Issue of share premium - -
Cash flows from issue of convertible loan notes 13 970,000 -
Financing cash flows from continuing activities 970,000 -
Financing cash flows used by discontinued operations - -
Net cash flows from financing activities 970,000 -
Net increase/(decrease) in cash and cash equivalents 50,238 (50,924)
Cash and cash equivalents at beginning of period
5 50,929
Cash and cash equivalents at period end 9 50,243 5
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Notes 30 June 30 June
2023
2022
£
£
Non-current assets
Investments 8 1 2
Non-current assets 1 2
Current assets
Cash and cash equivalents 9 50,243 -
50,243 -
Total assets 50,244 2
Equity
Share capital 10 4,539,523 4,450,506
Share premium 11 8,341,761 7,900,778
Retained deficit 11 (16,521,181) (21,289,344)
(3,639,897) (8,938,060)
Current liabilities
Trade and other payables 12 1,750,141 6,523,062
Loans and borrowings 13 1,940,000 2,415,000
3,690,141 8,938,062
Total liabilities 3,690,141 8,938,062
Total equity and liabilities 50,244 2
The Company's profit and total comprehensive profit for the year ended 30 June
2023 was £4,768,163 (30 June 2022: £1,403,138 loss).
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Share Share premium Retained deficit Total
capital £ £ equity
£ £
Balance at 30 June 2021 4,450,506 7,900,778 (19,886,206) (7,534,922)
Loss for the period - - (1,403,138) (1,403,138)
Total comprehensive loss for period - - (1,403,138) (1,403,138)
Transactions with owners
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,344) (8,938,060)
Profit for the year - - 4,768,163 4,768,163
Total comprehensive profit for year - - 4,768,163 4,768,163
Transactions with owners
Issue of shares 89,017 440,983 - 530,000
Cost of placings - - - -
Total contributions by and distributions to owners 89,017 440,983 - 530,000
Balance at 30 June 2023 4,539,523 8,341,761 (16,521,181) (3,639,897)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
1. Accounting Policies
Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union ("adopted
IFRS") and with those parts of the Companies Act 2006 applicable to companies
preparing their accounts under adopted IFRS.
These consolidated financial statements are presented in Pounds Sterling
('GBP'), which is considered by the directors to be the functional and
presentation currency.
The Company's individual statement of comprehensive income has been omitted
from the Group's annual financial statements having taken advantage of the
exemption not to disclose under Section 408(3) of the Companies Act 2006.
Going concern
The Directors consider it is appropriate to prepare the Iconic financial
statements on the basis that that they are able to continue to operate for a
period of at least 12 months from the date of approving these financial
statements.
As noted in the Strategic Report when making this assessment the Directors
have prepared forecasts which consider the expected level of expenditure over
the course of the review period together with the anticipated revenues arising
from the new business and acquisitions completed shortly after the period end.
Key to the compilation of the forecasts central to the Directors' assessment
of going concern are the following factors:
· The Group is at an early stage of development and is not currently
profitable. Despite strong confidence in its business plan and forecasts, the
Directors recognise there is a risk that it may require more funding but not
be able to find agreement with a funding partner.
· The Group has only recently exited administration and the Board is
working diligently to ensure compliance with the terms of the CVA and also to
get the Group relisted as soon as possible.
Basis of consolidation
The Group financial statements consolidate those of the parent company and all
of its subsidiaries. Subsidiaries are entities controlled by the Group. The
parent company controls a subsidiary if it has power over the investee to
significantly direct the activities, exposure, or rights, to variable returns
from its involvement with the investee, and the ability to use its power over
the investee to affect the amount of the investors' returns. The financial
statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control
ceases.
The results of subsidiaries acquired or disposed in the period are included in
the consolidated income statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate. All intra-group
transactions, balances, income and expenses are eliminated on consolidation.
The results and net assets of subsidiaries whose accounts are denominated in
foreign currencies are retranslated into Sterling at average rates and
year-end rates respectively.
Where the Group has the power to participate in (but not control) the
financial and operating policy decisions of another entity, it is classified
as an associate. Associates are initially recognised in the consolidated
statement of financial position at cost. Subsequently associates are accounted
for using the equity method, where the Group's share of post-acquisition
profits and losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive income
(except for losses in excess of the Group's investment in the associate unless
there is an obligation to make good those losses).
Business combinations
The Group applies the acquisition method of accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition date fair values of
assets transferred, liabilities incurred and equity interests issued by the
Group. Acquisition costs are expensed as incurred.
Revenue recognition
Revenue represents the amount of consideration to which the Group expects to
be entitled in exchange for the provision of its services to the client, net
of discounts and sales taxes.
The Group uses the five-step model as prescribed under IFRS15 on the Group's
revenue transaction. This included the identification of the contract,
identification of the performance obligations, determination of the
transaction price, allocation of the transaction price to the performance
obligations and recognition of revenue. The point of recognition arises when
the Group satisfies the performance obligation by transferring control of a
promised service to the customer which could occur over time or at a point in
time. Provision is made for all foreseeable losses where the Company believes
that a contract will deem to be unprofitable, or a client fails to remunerate
the Company for services provided.
Sale of Services
Revenue that has been billed to the client, but which is yet to be paid is
accrued within trade receivables.
Foreign currency
Transactions in foreign currencies are translated to the respective functional
currencies of Group entities at exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in foreign
currencies at the reporting date are retranslated to the functional currency
at the exchange rate at that date.
Non-monetary items in a foreign currency that are measured based on historical
cost are translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on retranslation are recognised in the
statement of comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible.
Deferred tax is the tax expected to be payable or recoverable on temporary
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is measured on an undiscounted basis using the tax rates that are
expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
Intangible fixed assets
Intangible assets comprise capitalised computer software which are initially
recognised at cost.
Amortisation is provided so as to write off their carrying value over their
expected useful economic lives. It is provided at the following rates:
Computer Software 33% straight line basis
Intangible assets also comprise intellectual property which is initially
measured at cost. The useful economic life of the asset is considered to be
such that any amortisation charge would be immaterial to the financial
statements. The directors have therefore decided that an annual impairment
review rather than an systematic amortisation is more appropriate for this
asset.
Impairment of non-current assets
At each reporting date the Group reviews the carrying amounts of its property,
plant and equipment and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
Financial assets
Financial assets are recognised when the Group becomes a party to the
contractual provisions of the financial asset.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial assets expire, or when the financial asset and
substantially all of the risks and rewards are transferred.
The financial assets of the Group are initially measured at fair value
adjusted for transaction costs (where applicable).
Financial assets are classified into the following categories:
- Amortised cost
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
- The Group's business model for managing the financial asset
- The contractual cash flow characteristics of the financial asset
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs and finance income.
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):
- They are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows
- The contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding
After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where its effect is
immaterial. The Group's cash and cash equivalents, trade and other
receivables fall into this category.
An impairment loss in respect of a financial asset measured at amortised cost
is calculated as the difference between its carrying amount and the present
value of the estimated future cash flows discounted at the asset's original
effective interest rate. Losses are recognised in profit or loss and
reflected in an allowance against trade and other receivables. When an event
occurring after the impairment was recognised causes the amount of impairment
loss to decrease, the decrease in impairment loss is reversed through profit
or loss.
Trade and other receivables
The group makes use of a simplified approach in accounting for trade and other
receivables and records the loss allowance as lifetime expected credit
losses. These are the expected shortfalls in contractual cash flows,
considering the potential for default at any point during the life of the
financial instrument. In calculating, the Group uses its historical
experience, external indicators and forward-looking information to calculate
the expected credit losses using a provision matrix.
The Group assesses impairment of trade and other receivables on a collective
basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. These are
initially and subsequently recorded at fair value.
Financial liabilities
The Group's principal financial liabilities include trade and other payables,
leases and convertible debt none of which would be classified as fair value
through profit or loss.
Therefore, these financial liabilities are classified as financial liabilities
at amortised cost, as defined below:
Other financial liabilities include the following items:
· Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest method, which ensures that any interest expense over
the period to repayment is at a constant rate on the balance of the liability
carried in the statement of financial position. Interest expense in this
context includes initial transaction costs and premium payable on redemption,
as well as any interest or coupon payable while the liability is outstanding.
· Trade payables and other short-term monetary liabilities, which are
initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.
Convertible loan notes
Convertible loan notes issued by the Group comprise loan notes that can be
converted to ordinary shares at the option of the holder.
The liability component of the convertible loan notes is recognised on the
date of inception and is determined using a market interest rate for an
equivalent non-convertible instrument. The equity element is recognised as the
difference between the value of the financial instrument as a whole and the
value of the liability component. Any directly attributable transaction costs
are allocated to the equity and liability components in proportion to their
initial carrying amounts.
Subsequently, the liability component of a compound financial instrument is
measured at amortised cost using the effective interest rate method.
Leased assets
The company applies IFRS 16 Leases. Accordingly leases are all accounted for
in the same manner:
· A right of use asset and lease liability is recognised on the
statement of financial position, initially measured at the present value of
future lease payments;
· Depreciation of right-of-use assets and interest on lease liabilities
are recognised in the statement of comprehensive income;
· The total amount of cash paid is recognised in the statement of cash
flows, split between payments of principal (within financing activities) and
interest (also within financing activities)
The initial measurement of the right of use asset and lease liability takes
into account the value of lease incentives such as rent free periods.
The costs of leases of low value items and those with a short term at
inception are recognised as incurred.
Share capital
The Group's ordinary shares are classified as equity instruments.
Changes in accounting standards, amendments and interpretations
At the date of authorisation of the financial statements, the following
amendments to Standards and Interpretations issued by the IASB that are
effective for an annual period that begins on or after 1 January 2022. These
have not had any material impact on the amounts reported for the current and
prior periods.
Standard or Interpretation Effective Date
Annual improvements to IFRS Standards 2018-2020 1 January 2022
IAS 37 - Onerous Contracts 1 January 2022
IAS 16 - Property, Plant and Equipment 1 January 2022
IFRS 3 - Reference to the Conceptual Framework 1 January 2022
IFRS 9 Annual Improvements to IFRS Standards 2018-2020 Cycle 1 January 2022
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Company has
not early adopted any of the following amendments to Standards and
Interpretations that have been issued but are not yet effective:
Standard or Interpretation Effective Date
IAS 1 - Disclosure of Accounting Policies 1 January 2023
IAS 1 Amendments regarding the classification of liabilities 1 January 2023
IAS 1 Amendments to defer the effective date of the January 2020 amendments 1 January 2023
IAS 8 - Amendments regarding the definition of accounting estimates 1 January 2023
IAS 12 - Deferred Tax Arising from a Single Transaction 1 January 2023
IFRS 17 - Insurance Contracts 1 January 2023
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement is confirmed. The Directors do not
expect any material impact as a result of adopting standards and amendments
listed above in the financial year they become effective.
2. Critical Accounting Estimates and Judgements
The group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. Significant
management judgements are as follows:
Legacy Issues
· Due to the change in the Board, key management and operations of the
Group that took place in March 2021, it is possible that there are unrecorded
liabilities relating to discontinued activities about which the Board are
unaware. The Board have undertaken, to the extent possible, a thorough review
of the creditor position of the Parent Company and the Group, with a core
focus on the legacy business operations. Notwithstanding the Board's
assessment, there is a residual risk unforeseen liabilities may arise.
However, due to the publicity around the new business, shutting down the old
one and drawing down on the EHGOSF facility, a number of claims were made
against the company. Since the period end, no additional creditors have made
a claim against the Group or the Parent Company. While it is important to
consider these liabilities in these accounts the Board have however made a
judgment that the risk of unrecorded actual or contingent liabilities is now
low.
· The Group's former Board under through its Cellplan subsidiary was
promoting bespoke stem cell medical insurance and launched a website to market
the product. After due enquiry, the new Board is not aware that any such
policies were issued. There does however remain a residual risk that policies
may have been issued. The board consider that the incidence and financial
impact is now low.
3. Profit/(Loss) from Operations
Year ended Year ended
30 June
30 June
2022
2023
£ £
The loss for the period is stated after charging:
Auditors remuneration - audit services 30,000 50,000
Expenses by nature: £ £
Legal and professional fees 772,578 (7,102)
Consultancy fees 433,368 255,254
Other supplies and external services 112,957 86,027
Total operating expenses 1,348,903 334,179
Creditors written off (6,117,482) -
Impairment of loans - (130,249)
Total administrative expenses (4,768,579) 203,930
Direct costs in connection with EHGOSF financing facility - 585,000
Other penalties - -
(4,768,579) 788,930
4. Staff Costs
No wages were paid during this year or the previous year.
Employee Numbers
The average number of staff employed by the group during the period amounted
to:
General and administration 3 4
3 4
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities, and are the directors
of the company.
Remuneration of the directors and highest paid director is shown in the
Remuneration Committee Report.
5. Taxation
Year ended Year ended
30 June 2023
30 June 2022
£
£
Current tax - -
Total current tax - -
The reason for the difference between the actual tax charge for the period and
the standard rate of corporation tax in the United Kingdom applied to losses
for the period are as follows:
Year ended Year ended
30 June 2023
30 June 2022
£
£
Profit/(Loss) before taxation 4,768,623 (762,107)
Tax using the parent company's domestic tax rate of 19% (2022: 19%) 906,038 (144,800)
Effects of:
(Utilisation of)/unrelieved tax losses and other deductions arising in the (906,038) 144,800
period
Expenses not deductible for taxation purposes - -
Total tax charged in the income statement - -
The deferred taxation attributable to losses arising in the year and for
losses carried forward has not been recognised in these accounts due to the
uncertainty over whether this will be recovered.
6. Loss per share
Year ended Year ended
30 June 2023
30 June 2022
£
£
Numerator
Profit/(Loss) for the period 4,768,623 (762,107)
Denominator
Weighted average number of ordinary shares used in basic EPS 46,306,916,660 37,405,248,039
Basic and diluted loss per share
- continuing operations (0.00) (0.00)
- discontinued operations (0.00) (0.00)
7. Intangible Assets
Intellectual Property
£ Total
£
Cost
Balance at 30 June 2022 21,600 21,600
Additions - -
Balance at 30 June 2023 21,600 21,600
Amortisation
Balance at 30 June 2022 21,599 21,599
Impairment - -
Balance at 30 June 2023 21,599 21,599
Carrying amounts
Balance at 30 June 2023 1 1
Balance at 30 June 2022 1 1
8. Investments
Company
30 June 30 June
2023 2022
£ £
Investments in subsidiaries 1 2
1 2
Subsidiaries as at 30 June 2023:
Country of incorporation Nature of business
Entity Registered office address Notes
WideCells International Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Holding company (c) (d)
WideCells Portugal SA Rua Da Casa Branca, 97 Coimbra 3030-109, Portugal Portugal Trading company (a)
WideCells Espana SL Calle Castillo de Fuensaldana, 4, 28232 Las Rozas, Madrid Spain In liquidation (a)
CellPlan Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Dormant company (a) (d)
CellPlan International Lda Edificio Tower Plaza Rotunda Eng, Edgar Cardoso, no. 23, 11 F, 4400-676 Vila Portugal Dormant company (b) (d)
Nova de Gaia, Portugal
Nuuco Media Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Dormant company (c) (d)
Notes: (a) 100% owned by WideCells International
Limited (b) 100% owned by CellPlan Limited
(c) 100%
owned by Iconic Labs
plc
(d) Ordinary Shares Held
9. Cash and cash equivalents
Group
30 June 30 June
2022
2023
£
£
Cash at bank available on demand 50,243 5
Bank overdraft - -
Total cash and cash equivalents 50,243 5
Company
30 June 30 June
2022
2023
£
£
Cash at bank available on demand 50,243 -
Total cash and cash equivalents 50,243 -
10. Company Share Capital
30 June 2023 30 June 2022
Number £ Number £
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.00001 each 46,306,916,660 463,069 37,405,248,039 374,052
Deferred shares of £0.00249 each 1,637,129,905 4,076,454 1,637,129,905 4,076,454
Total 47,944,046,565 4,539,523 39,042,377,944 4,450,506
At 30 June 2023, the Company had 46,306,916,660 Ordinary shares of £0.00001
in issue.
As at 30 June 2023 the Company had 1,637,129,905 Deferred Shares of £0.00249
each.
In accordance with the Companies Act 2006, the company has no limit on its
authorised share capital.
The holders of Ordinary shares have full voting, dividend and capital
distribution rights. The Ordinary shares do not confer any rights of
redemption.
On or following the occurrence of a change of control the receipts from the
acquirer shall be applied to the holders of the Ordinary shares pro rata to
their respective holdings.
Ordinary shares and Deferred Shares are recorded as equity.
At 30 June 2023 the Company had issued 6,125,000,000 warrants to EHGOSF at a
strike price of £0.00003 per share. All warrants remain outstanding at the
year end date.
11. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value
Retained deficit All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere
12. Trade and other payables
Group
30 June 30 June
2023
2022
£
£
Trade payables 1,704,142 809,844
Other payables - 5,574,562
Accruals 45,999 139,120
Tax and social security - -
Total 1,750,141 6,523,526
Book values approximate to fair values at 30 June 2023 and 30 June 2022.
Company
30 June 30 June
2023
2022
£
£
Trade payables 1,704,142 809,380
Other payables - 5,574,562
Accruals 45,999 139,120
Tax and social security - -
1,750,141 6,523,062
Book values approximate to fair values at 30 June 2023 and 30 June 2022.
13. Loans and borrowings
Group
30 June 30 June
2022
2023
£
£
Current
Convertible loans 1,940,000 2,415,000
Total 1,940,000 2,415,000
Book values approximate to fair values at 30 June 2023 and 30 June 2022.
During the year, as part of the settlement agreements, EHGOSF agreed to cancel
the outstanding convertible loan agreements and warrants in exchange for new
convertible loan notes of £750,000, and in addition, £750,000 in new
convertible loan notes were issued to Linton Capital. These remain unconverted
at the end of the year. These convertible loan notes are secured by relevant
legal charges over the assets of the Company.
Also during the year, the Company entered into a financing facility with
EHGOSF for the issue of up to £3m of further convertible loan notes. At the
year end the Company had drawn down £1,030,000 of the facility of which
£530,000 had been converted into shares and fees of £60,000 had been
deducted. This facility is unsecured.
Company
30 June 30 June
2022
2023
£
£
Current
Convertible loans 1,940,000 2,415,000
Total 1,940,000 2,415,000
14. Provisions
30 June 30 June
2022
2023
£
£
Provisions brought forward - 34,000
Provision reversed in the year - (34,000)
Provisions carried forward - -
15. Financial Instruments - Risk Management
The Group is exposed through its operations to the following financial risks:
· Credit risk
· Market risk
· Liquidity risk
In common with other businesses, the group is exposed to risks that arise from
use of financial instruments. This note describes the group's objectives,
policies and processes for managing those risks and the methods used to
measure them.
The principal financial instruments used by the group, from which the
financial instrument risks arise, are as follows:
· Cash and cash equivalents
· Trade and other payables
· Loans and borrowings
A summary of the financial instruments held by category is provided below:
· Financial assets - amortised cost
· Financial liabilities - amortised cost
Group:
2023 2022
£ £
Cash and cash equivalents 50,243 5
Trade and other receivables - -
Total financial assets - amortised cost 50,243 5
2023 2022
£ £
Trade and other payables 1,750,141 6,523,526
Loans and borrowings 1,940,000 2,415,000
Total liabilities - amortised cost 3,690,141 8,938,526
Company: 2023 2022
£ £
Cash and cash equivalents 50,243 -
Trade and other receivables - -
Total financial assets - amortised cost 50,243 -
2023 2022
£ £
Trade and other payables 1,750,141 6,523,062
Loans and borrowings 1,940,000 2,415,000
Total liabilities - amortised cost 3,690,141 8,938,062
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Groups' competitiveness and
flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to
the financial instrument fails to meet its contractual obligations. It is
Group policy to assess the credit risk of new customers before entering into
contracts.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with high credit status are accepted.
The Group does not enter into derivatives to manage credit risk.
Cash in bank
Group
2023 2022
£ £
Cash held at Wise Payments Limited 50,243 5
Total financial assets 50,243 5
Company
2023 2022
£ £
Cash held at Wise Payments Limited 50,243 -
Total financial assets 50,243 -
Market risk
Foreign exchange risk
Foreign exchange risk arises because the Group has operations in Portugal and
Spain, whose functional currency is not the same as the functional currency of
the Group. The Group's net assets arising from such overseas operations are
exposed to currency risk resulting in gains or losses on retranslation into
sterling.
As of 30 June 2023, the Group's exposure to foreign exchange risk was not
material as the overseas operations had been discontinued.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Board will continue to monitor long term cash projections and will
consider raising funds as required.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:
Group:
Between Between Between Over 5 years
Up to 3 and 12 1 and 2 2 and 5 years £
3 months months years £
2023 £ £ £
Trade and other payables 1,750,141 - - - -
Borrowings 1,940,000 - - - -
Total 3,690,141 - - - -
Between Between Between Over 5 years
Up to 3 and 12 1 and 2 2 and 5 years £
3 months months years £
2022 £ £ £
Trade and other payables 6,523,526 - - - -
Borrowings 2,415,000 - - - -
Total 8,938,526 - - - -
More details in regard to the line items are included in the respective notes:
· Trade and other payables - note 12
· Loan and borrowings - note 13
At the balance sheet date, the Group had liabilities due for settlement within
3 months of £3,690,141, compared to a cash balance of £50,243. Since the
year end, the Group has negotiated settlements on all outstanding disputes,
finalised a CVA with the Joint Administrators and the critical, preferential,
secured, and unsecured creditors and agreed to financing terms with EHGOSF to
support the Company.
£1,940,000 of borrowings re convertible loan notes which are to be settled by
way of an issue of share capital.
The Group monitors capital which comprises all components of equity (i.e.
share capital, share premium and accumulated deficit).
The directors are aware of the need for the Group to obtain capital in order
to fund the growth of the business and are in continual discussions with
providers of both debt and equity capital. The directors regularly review
the status of such discussions and aim at all times to have offers of capital
funding available to the Company which more than exceed the needs of the
Company over the coming period.
In the medium term and in addition to the need to safeguard the entity's
ability to continue as a going concern, the directors are aware of the views
of members on certain financing structures and therefore have set an objective
to move towards a conventional, simplified capital structure based on equity
capital.
Further details about the directors' assessment of the Group's ability to
continue as a going concern and the key considerations there to are set out in
the Corporate Governance Report.
At present the directors do not intend to pay dividends but will reconsider
the position in future periods, as the Group becomes profitable.
16. Capital commitments
Iconic had no capital commitments at 30 June 2023 or 30 June 2022.
17. Related party Transactions
Details of Directors' remuneration are given in the Remuneration Report.
18. Contingent Liabilities
Iconic had no contingent liabilities at 30 June 2023 or 30 June 2022.
19. Ultimate Controlling Party
The Directors do not consider that there is an ultimate controlling party of
Iconic.
20. Reconciliation of movement in net (debt)/cash
Repayment of borrowings
Non-cash change in loan notes (continuing activities)
Net debt at 01 July 2022 Conversion of loan notes to equity Net cash
Cash flow at 30 June 2023
£ £ £ £ £ £
Cash at bank and in hand 5 50,238 - - - 50,243
Borrowings (2,415,000) (970,000) 915,000 - 530,000 (1,940,000)
Total financial liabilities (2,414,995) (919,762) 915,000 - 530,000 (1,889,757)
Repayment of borrowings
Loan notes issued in the Loan notes converted in the period (continuing activities)
Net cash at 01 July 2021 period New loans in the period Net cash
Cash flow at 30 June 2022
£ £ £ £ £ £ £
Cash at bank and in hand 50,929 (50,924) - - - - 5
Borrowings (2,415,000) - - - - - (2,415,000)
Total financial liabilities (2,364,071) (50,924) - - - - (2,414,995)
21. Post Balance Sheet Events
As part of the requirements for the Company's successful exit from
administration and renewed trading on the London Stock Exchange, the Company
published a Prospectus on 8 August 2023 to provide the Company with the
ability to issue further Ordinary Shares under the Prospectus Regulation Rules
as follows:
(i) Up to 1,674,130,609 Ordinary Shares to be
issued to unsecured creditors under the CVA;
(ii) Up to 45,045,045,045 Ordinary Shares to be issued to
EHGOSF to convert £750,000 in convertible notes, and to Linton Capital to
convert £750,000 in convertible notes under the Settlement Deed;
(iii) Up to 80,180,180,180 Ordinary Shares to be issued to EHGOSF to
satisfy £2,670,000 in unconverted drawdowns and certain fees pursuant to the
Financing Facility;
(iv) Up to 36,038,525,658 Ordinary Shares to be issued
to EHGOSF to satisfy the exercise of its Warrants under the Financing
Facility; and
(vii) Up to 22,027,027,027 Ordinary Shares to be issued to
Ott Ventures s.r.o and/or Ott Ventures USA, Inc. under the Management Services
Agreement for outstanding fees as set out in the 2022 Accounts totalling, to
date, £690,000 and a further £125,000 in part lieu of fees for the balance
of the calendar year, being in aggregate £815,000.
The Company held its Annual General Meeting ("AGM") on 25 August 2023 at which
all resolutions were duly passed, including a resolution for the consolidation
of the Company's Ordinary Shares on a 10,000 for 1 basis, such that every
10,000 Ordinary Shares of £0.00001 each were consolidated into 1 Ordinary
Share of £0.1 each in nominal value. The primary objective of the
consolidation was to reduce the number of Ordinary Shares, with the intention
of creating a higher share price per Ordinary Share in the capital of the
Company, which we believe will make the Company and the Ordinary Shares more
attractive to a broader range of investors.
Since the publication of the Prospectus and the AGM, the Company was pleased
to announce that it had satisfied the final condition to bring the CVA to a
successful conclusion when it issued 83,256 Ordinary Shares of £0.1 each to
the creditors under the CVA. As of 21 September 2023, all documents concluding
the CVA had been filed with, and accepted by, Companies House.
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