REG - Iconic Labs PLC - Half-year Report
31/03/2023 14:00
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RNS Number : 9938U Iconic Labs PLC 31 March 2023
ICONIC LABS PLC
UNAUDITED INTERIM REPORT
&
ACCOUNTS
FOR THE SIX-MONTH PERIOD ENDING 31 DECEMBER 2022
Pages
Company Information 1
Chairman's Statement and Director's report 2
Consolidated Statement of Comprehensive Income
7
Consolidated Statement of Financial Position
8
Consolidated Statement of Changes in Equity
9
Consolidated Statement of Cash Flows 10
Company Statement of Financial Position 11
Company Statement of Changes in Equity 12
Notes to the Consolidated Financial Statements 14
Directors David Stybr
Bradley Taylor
Marija Hrebac
Emmanuel Blouin (from 20/02/2023)
Company secretary AMBA Secretaries Limited
400 Thames Valley Park Drive
Reading, Berkshire
RG6 1PT
Company number 10197256
Registered office 7 Bell Yard
London
WC2A 2JR
Accountants Nordens Limited
The Retreat
406 Roding Lane South
Woodford Green, Essex
IG8 8EY
Solicitor RWK Goodman
69 Carter Lane
London
EC4V 5EQ
Brokers Novum Securities Limited
2(nd) Floor, Lansdowne House
57 Berkeley Square
London
W1J 6ER
Registrar SLC Registrars Limited
Elder House
St Georges Business Park
Brooklands Road
Weybridge
Surrey
KT13 0TS
CHAIRMAN'S STATEMENT
FOR THE SIXTH MONTH PERIOD ENDED 31 DECEMBER 2022
I am pleased to present the interim unaudited accounts for the six-month
period ended 31 December 2022 for Iconic Labs PLC and its subsidiaries
(together, "Iconic "or the "Company").
Details surrounding the appointment of joint administrators on 4 June 2021 and
suspension of the trading of Iconic's shares on 7 June 2021 can be found in
the Audited Annual Report and Accounts for the year ended 30 June 2022.
With the administration still in effect on 1 July 2022, the Company continued
(i) negotiating settlements to all outstanding disputes; (ii) finalizing a CVA
with the Joint Administrators and the critical, preferential, secured, and
unsecured creditors; and (iii) agreeing to financing terms with European High
Growth Opportunities Securitization Fund ("EHGOSF") to support the Company
upon exiting from administration. This process took until August 2022.
Under the terms of the 23 August 2022 Settlement Deed, the Company had to
issue £750,000 in convertible notes ("Notes") to EHGOSF and £750,000 in
convertible notes to Linton Capital LLP ("Linton"), which the Company did
pursuant to the terms of the Deed of Issuance and Subscription in respect of
notes convertible into new shares also dated 23 August 2022 (the "Deed of
Issuance").
EHGOSF and Linton were each issued 150 Notes with a nominal value of £5,000
per Note. The Notes have a maturity date that is 18 months from the date of
the publication of a prospectus. EHGOSF and Linton can each only convert 15
Notes, or £75,000 in nominal value, per month, for a total of 30 Notes and
£150,000 in nominal value per month. The number of shares to be issued
pursuant to a conversion notice shall be determined as the nominal value
converted divided by the conversion price where the conversion price shall be
the higher of (a) the nominal value of the Iconic shares; or (b) 90% of the
lowest VWAP of the Iconic shares during the 15 trading days preceding the date
of the conversion notice.
During the Creditors' Meeting held on 22 September 2022, the unsecured
creditors voted to discount all of their claims against Iconic by 75% and
exchange those claims into new shares at a rate of £0.00016/share resulting
in the necessity of issuing 1,674,130,609 shares to the unsecured creditors
under the CVA. The Company anticipates issuing these shares in the first half
of 2023.
On 28 September 2022 Iconic entered into the Financing Facility with EHGOSF.
The Financing Facility can be drawn down in up to 14 sequential tranches over
a maximum period of 18 months and each Note has a duration of 24 months as
from its date of issue.
Under the Financing Facility, EHGOSF will provide Iconic with up to £3
million by subscribing for up to 3,000 Notes, each with a par value of
£1,000, convertible into new ordinary shares in the Company, with Warrants
attached.
For the period ended 31 December 2022, Iconic had drawn down a total of
£550,000 in three tranches under the Financing Facility (minus £30,000 from
the first tranche of £250,000 for fees to EHGOSF) and issued a corresponding
550 Notes along with warrants.
The funds that the Company drew down from EHGOSF were used to meet its
obligations under the CVA as well as pay operational expenses.
On 21 October 2022, the first payments due to critical and preferential
creditors under the CVA were paid as scheduled. In addition, on the same day,
the challenge period to the CVA expired without any challenges having been
made. As such, the CVA was final, and the Joint Administrators submitted the
requisite filings with Companies House to this effect.
On 29 October 2022, the second payments due to critical and preferential
creditors under the CVA were made as scheduled.
On 8 November 2022, the Joint Administrators submitted their Final Report to
Companies House and the High Court of Justice, Business & Property Courts
seeking to exit the administration and return control of the Company to the
Directors.
On 28 November, the third payments due to critical and preferential creditors
under the CVA were made as scheduled.
On 29 November, Companies House and the High Court of Justice, Business &
Property Courts confirmed and acknowledged the Joint Administrators' Final
Report such that the administration ended, and control of the Company was
returned to the Directors.
On 28 December 2022, the fourth payments due to critical and preferential
creditors under the CVA were made as scheduled.
Post period end
Following, inter alia, the publication of the Company's Audited Annual Report
& Accounts for the years ended 30 June 2021 and 30 June 2022, the
suspension of the listing in the Company's shares was lifted on 24 January
2023 and trading resumed on the main market of the London Stock
Exchange.
Between 1 January 2023 and 31 March 2023, the Company has drawn down an
additional £300,000 in two tranches under the Financing Facility and issued a
corresponding 300 Notes along with warrants.
Since trading has resumed, EHGOSF has converted £450,000 of Notes under the
Financing Facility resulting in the Company issuing a total of 5,701,668,621
new shares to EHGOSF, or 15.24% of the shares issued and outstanding when the
Company resumed trading. In addition, the Company has also issued
3,458,946,078 warrants to EHGO.
On 28 January, the fifth payments due under the CVA were made as scheduled, on
28 February 2023, the sixth payments due under the CVA were made as scheduled,
and final payments of £65,000 shall be made in April at which time the
Company can begin the process of issuing as scheduled. A final payment of
£15,000 is due under the CVA on 28 April 2023 at which time the Company can
begin the process of issuing the 1,674,130,609 shares to the unsecured
creditors thereby meeting all its obligations under the CVA, and the CVA will
then be closed.
Going Concern Assessment
The Board of Directors has carefully considered the financial position of
Iconic Labs regarding the events during the six months ended 31 December 2022,
with particular focus on the new Financing Facility with EHGOSF, its
obligations under the Settlement Deed, and its obligations under the CVA. We
have concluded that Iconic Labs remains a going concern.
PRINCIPAL RISKS AND UNCERTAINTIES FOR THE SIX-MONTH PERIOD
FROM 1 JANUARY 2023 TO 30 JUNE 2023
The following risks are considered by the Board to be the most significant to
the business:
Revenue and Profitability Risk
Iconic has only recently exited administration and remains at an early stage
of development with only one asset, GSN. Since the balance sheet date, it has
had to rebalance all previous activities and is focusing on compliance with
the terms of the CVA.
Company Voluntary Arrangement Risk
While Iconic has exited administration, it continues to have payment
obligations under the CVA that it needs to make and also must issue shares to
the unsecured creditors. In the event the Company's trading is suspended, then
there is a risk that EHGOSF will cease financing, the Company will be unable
to meet its payment obligations under the CVA, and the Company would have to
examine alternative financing strategies or undergo liquidation proceedings
should it not be able to comply with its financial obligations under the CVA.
There is also a risk that Iconic will not be able to publish a prospectus such
that it will be able to issue the requisite shares to unsecured creditors
under the CVA.
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 relisting processes, 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 key executives, particularly those who worked
diligently with the Joint Administrators, EHGOSF, and the various parties
involved in disputes with the Company, to successfully restructure Iconic is a
critical component of the future success of the business. Without the
participation of these key executives, it is highly unlikely that the
execution of the CVA, continued trading of the Company's shares, financing
with EHGOSF, and implementation of its strategic vision will be implemented.
The departure of any of Iconic's executive officers would have a significant
negative impact on its operations and likely result in the liquidation of
Iconic.
Funding Risk
Iconic is at an early stage of development, with only a single asset, and is
not currently profitable. While Iconic has entered into a £3million financing
facility with EHGOSF there are numerous conditions to the financing that if
not met will result in EHGOSF suspending or terminating its financing of the
Company. In the short term, the highest risk affecting this financing from
EHGOSF is getting a prospectus published. In the event the prospectus cannot
be published, the likelihood of future financing from EHGSOF or any other
financing partner will be difficult if not impossible.
Market Risk
The online media and publishing, technology, artificial intelligence, and data
gathering, processing, and analytics sectors are continually changing and have
a significant amount of competition. Iconic has identified various acquisition
targets, but until such time as the prospectus is published, the CVA
obligations are met, and Iconic's financing situation can correspondingly be
solidified, it is difficult to predict the likelihood of these acquisition
targets remaining interested. Until such time, Iconic will also be materially
affected by the actions of competitors, partners and suppliers. As a Company
at an early stage of development, Iconic's competitors could offer superior
scale and put pressure on prices which could affect Iconic's revenues and
profit margins.
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 continued uncertainty over Brexit and risk of COVID
resurging, 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 the new management's
arrival when they took control of the business. Following the exit from
administration and the entering into of confidential settlement agreements
with various parties, it is highly unlikely that there are any material
unknown liabilities of Iconic.
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.
CHAIRMAN'S STATEMENT AND DIRECTORS' REPORT
The directors present their report together with the unaudited interim
financial statements of Iconic Labs PLC and its subsidiaries for the period
ending 31 December 2022.
Directors
The Directors as of 31 December 2022 were:
Brad Taylor
David Stybr
Marija Hrebac
Directors' Responsibilities
The directors are responsible for preparing the directors' report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial period. Under that law, the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the United Kingdom. The financial
statements are required by law to give a true and fair view of the state of
affairs of the Company and the Group and of the Group's results for that
period.
In preparing these financial statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and estimates that are reasonable and prudent;
· state whether the financial statements comply with IFRS as
adopted by the United Kingdom; and
· prepare the financial statements on the going-concern basis
unless it is inappropriate to presume that the Group and Company will continue
in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Bradley Taylor
On behalf of the Board
Date 31th of March 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDING 31 DEC 2022
Notes Period ending 31 Dec 2022 Year ended 30 June
£ 2022
£
Continuing operations
Revenue - 26,823
Gross profit - 26,823
Administrative expenses 6 (658,969) (203,930)
Direct costs in connection with EHGOF financing facility - (585,000)
Creditors write off 6,139,324 -
Operating profit 5,480,355 (762,107)
Finance costs - -
Profit before taxation 5,480,355 (762,107)
Taxation - -
Profit for the period from continuing operations 5,480,355 (762,107)
Profit for the period from discontinued operations - -
Profit for the period 5,480,355 (762,107)
Total comprehensive Profit for the period 5,480,355 (762,107)
Profit per ordinary share
Basic and diluted
- from continuing operations (0.00) (0.00)
- from discontinued operations (please calculate) (0.00) (0.00)
The loss for the year and total comprehensive loss for the year are wholly
attributable to the equity holders of the parent.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Period ending 31 Dec 2022 30 June
AS AT PERIOD ENDING 31 DEC 2022 £ 2022
£
Notes
Assets
Non-current assets
Intangible assets 1 1
Total non-current assets 1 1
Current Assets
Trade and other receivables - -
Cash and cash equivalents 92,894 5
92,894 5
Total assets 92,895 6
Equity
Share capital 3 4,450,506 4,450,506
Share premium 7,900,778 7,900,778
Retained deficit (15,809,449) (21,289,804)
(3,458,165) (8,938,520)
Liabilities
Current liabilities
Trade and other payables 4 2,051,059 6,523,526
Loans and borrowings 1,500,000 2,415,000
Provisions - -
3,551,059 8,938,526
Total liabilities 3,551,059 8,938,526
Total equity and liabilities 92,895 6
The financial statements of Iconic Labs plc were approved by the Board and
authorised for issue on 31th of March 2023. They were signed on its behalf
by:
………………………………………
Bradley Taylor
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDING 31 DECEMBER 2022
Share Share premium Retained deficit Total
capital
£
£ £ Equity
£
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,804) (8,938,520)
Loss for the year - - 5,480,355 5,480,355
Total comprehensive loss for the year
- - 5,480,355 5,480,355
Transactions with owners:
Balance at 31 December 2022 4,450,506 7,900,778 (15,809,449) (3,458,165)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDING 31 DECEMBER 2022
Notes Year ended Year ended
31 December 30 June
2022 2022
£ £
Cash flows from operating activities
Total comprehensive gain/(loss) for the period 5,480,355 (762,107)
Prior year adjustments
Loss from discontinued operations - -
Loss from sale of tangible assets - -
Depreciation - -
Finance costs - -
5,480,355 (762,107)
Decrease/(increase) in trade and other receivables - 103,126
(Decrease)/increase in trade and other payables (4,992,466) 642,057
(Decrease)/increase in provisions (34,000)
Operating cash flows used by continuing activities 487,889 (50,924)
Operating cash flows generated from/(used by) discontinued operations - -
Net cash used in operating activities 487,889 (50,924)
Cash flows from financing activities
Interest paid - -
Repayment of leases - -
Repayment of loans and borrowings (915,000) -
Issue of share capital - -
Cost of issuing share capital - -
Issue of loans 520,000 -
Financing cash flows from continuing activities (395,000) -
Financing cash flows used by discontinued operations - -
Net cash flows from financing activities (395,000) -
Net increase/(decrease) in cash and cash equivalents 92,889 (50,924)
Cash and cash equivalents at beginning of period
5 50,929
Cash and cash equivalents at period end 92,894 5
COMPANY STATEMENT OF FINANCIAL POSITION Notes Period ending 31 Dec 2022 30 June
2022
FOR THE PERIOD ENDING 31 DECEMBER 2022 £
£
Non-current assets
Intangible Assets 1 1
Investments 2 2
Non-current assets 3 3
Current assets
Trade and other receivables - -
Cash and cash equivalents 92,894 -
92,894 -
Total assets 92,897 3
Equity
Share capital 3 4,450,506 4,450,506
Share premium 7,900,778 7,900,778
Retained deficit (15,809,449) (21,289,344)
(3,458,165) (8,938,059)
Current liabilities
Trade and other payables 4 2,051,062 6,523,062
Loans and borrowings 1,500,000 2,415,000
3,551,062 8,938,062
Total liabilities 3,551,062 8,938,062
Total equity and liabilities 92,897 3
The financial statements of Iconic Labs plc, company number 10197256, were
approved by the Board and authorised for issue on 31th of March 2023. They
were signed on its behalf by:
…………………………………………
Bradley Taylor
Director
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDING 31 DECEMBER 2022
Share Share premium Retained deficit Total
capital
£
£ £ Equity
£
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,344) (8,938,060)
Loss for the year - - 5,479,895 5,479,895
Total comprehensive loss for the year
- - 5,479,895 5,479,895
Transactions with owners:
Balance at 31 December 2022 4,450,506 7,900,778 (15,809,449) (3,458,165)
Page 12
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDING 31 DECEMBER 2022
1. Basis of preparation
The Company is registered in England and Wales. The consolidated interim
financial statements for the six months ended 31 December 2022 comprise those
of the Company and subsidiaries.
Statement of compliance
This consolidated interim financial report has been prepared in accordance
with the measurement principles of IFRS adopted in the EU. Selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in financial performance and
position of the Company since the last annual consolidated financial
statements for the period ended 30 June 2022. This consolidated interim
financial report does not include all the information required for full annual
financial statements prepared in accordance with International Financial
Reporting Standards. The financial statements are unaudited and do not
constitute statutory accounts as defined in section 434(3) of the Companies
Act 2006.
A copy of the audited annual report for the period ended 30 June 2022 has been
delivered to the Registrar of Companies. The auditor's report on these
accounts was unqualified and did not contain statements under s498(2) or
s498(3) of the Companies Act 2006.
This consolidated interim financial report was approved by the Board of
Directors on 30 March 2023.
Significant accounting policies
The accounting policies applied by the Company in this consolidated interim
financial report are the same as those applied by the Company in its
consolidated financial statements for the period ended 30 June 2022.
New and amended standards adopted by the Company
A number of new or amended standards became applicable for the current
reporting period. The Company did not have to change its accounting policies
or make retrospective adjustments as a result of the adoption of these
standards.
Going concern
The Board of Directors has carefully considered the financial position of
Iconic Labs regarding the events during the six months ended 31 December 2022,
with particular focus on the continuation in management and leadership as well
as the economic and social effects of the current Covid-19 pandemic. We have
concluded that as a result of the new financing facility in place with EHGOSF
as well as substantial discussions with EHGOSF to secure a long-term financing
facility, Iconic Labs remains a going concern.
2. Operating segments
The Company's sole asset is Gay Star News ("GSN"), an online media platform
dedicated to the LGBTQ+ community. The Company is continuing to develop GSN
with strategic partners.
Iconic operates in the online social media and publishing sectors and to
complement its existing asset, is seeking acquisition targets in the
technology, artificial intelligence, and big data gathering, processing and
analytics sectors.
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDING 31 DECEMBER 2022
3. Share Capital
31 Dec 2022 30 June 2022
Number £ Number £
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.00001 each 37,405,248,039 374,052 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 39,042,370,944 4,450,506 39,042,377,944 4,450,506
At 30 June 2022 and 31 December 2022, the company had 37,405,248,039 Ordinary
shares of £0.00001 in issue.
In accordance with the Companies Act 2006, the company has no limit on its
authorised share capital.
Pursuant to a resolution passed on 16 June 2016, the Company resolved that:
· The directors be generally authorised in accordance with the
Articles to exercise all powers of the company to allot Ordinary shares, or
grant rights to subscribe for, or convert any security into Ordinary shares,
up to a maximum aggregate nominal value of £500,000, provided always that
such authority conferred on the directors shall (unless previously renewed,
varied or revoked prior to that time) expire at the conclusion of the
company's next annual general meeting or on the date falling 18 months after
the date of the passing of the resolution, whichever is the sooner. The
company may make an offer or agreement which would or might require Ordinary
shares to be allotted pursuant to the resolution referred to in paragraph
3.6.1 of the listing prospectus before the expiry of their authority to do so,
but allot the Ordinary shares pursuant to any such offer or agreement after
that expiry date.
· All pre-emption rights in the Articles to be waived; (i) for
the purposes of, or in connection with, the Placing, the issue of the
Conversion shares and the issue of the Warrant shares; (ii) generally for such
purposes as the directors may think fit (including the allotment of equity
securities for cash) up to a maximum aggregate amount of £40,543.54; and
(iii) for the purposes of the issue of securities offered (by way of a rights
issue, open offer or otherwise) to existing holders of Ordinary share, but
subject to the directors having a right to make such exclusions or other
arrangements in connection with the offering as they deem necessary or
expedient; (A) to deal with the equity securities representing fractional
entitlements; and (B) to deal with legal or practical problems in the laws of
any territory, or the requirements of any regulatory body; on the basis that
the authorities conferred under the resolution referred to in paragraph 3.6.2
of the listing prospectus shall (unless previously renewed, varied or revoked
prior to that time) expire at the conclusion of the company's next annual
general meeting or on the date falling 18 months after the date of the passing
of the resolution, whichever is the sooner. The company may make an offer or
agreement which would or might require equity securities to be issued before
the expiry of its power to do so, but allot the equity securities pursuant to
any such offer or agreement after that expiry date.
Page 14
4. Trade and other payables
Group
31 Dec 2022 30 June
2022
£
£
Trade payables 1,531,059 809,844
Other payables - 5,574,562
Accruals - 139,120
EHGOF Loan payable 520,000 -
Total 2,051,059 6,523,526
Book values approximate to fair values at 31 December 2022 and 30 June 2022.
Company
31 Dec 2022 30 June
2022
£
£
Trade payables 1,531,059 809,380
Other payables - 5,574,562
Accruals - 139,120
EHGOF Loan payable 520,000 -
2,051,059 6,523,062
Book values approximate to fair values at 31 December 2022 and 30 June 2022.
Included within liabilities are £1,071,444 of unsecured creditors which are
under CVA proceedings. These are settled in common shares of Iconic Labs in
the ration of 1:0.25. This denotes that 1GBP of liability is settled with
0.25GBP value in shares on 0.00016GBP per share value. These settlements will
be proceeded one the company pays all secured creditors during 2Q 2023.
Page 15
5. Financial instruments
Reconciliation of movement in net cash
Reduction of borrowings
Loan notes issued in the Loan notes converted in the period (continuing activities)
Net cash at 01 July 2022 period Net cash
Cash flow at 31 December 2022
£ £ £ £ £ £
Cash at bank and in hand 5 92,889 - - - 92,894
Borrowings (2,415,000) - - - 915,000 (1,500,000)
Total financial liabilities (2,414,995) 92,889 - - 915,000 (1,407,106)
Page 16
6. (Profit)/Loss from Operations
Period ending 31 Dec 2022 Year ended
30 June
2022
£ £
The (profit)/loss for the period is stated after charging:
Depreciation - -
Auditors remuneration - audit services 58,725 50,000
Expenses by nature: £ £
Legal & audit fees 72,953 (7,102)
Financial Advisory 7,500
Consultancy & professional fees 515,000 255,254
Other supplies and external services 5,251 86,027
Creditor's write off (6,139,324)
- -
Total operating expenses (5,479,895) 334,179
Depreciation, amortisation and impairment of assets - -
Writing down of subsidiary undertakings - (130,249)
Total administrative expenses (5,479,895) 203,930
Direct costs incurred in connection with EHGOF financing facility - 585,000
Other penalties - -
(5,479,895) 788,930
Page 17
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