REG - Iconic Labs PLC - Interim Results
31/03/2025 18:45
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RNS Number : 0157D Iconic Labs PLC 31 March 2025
31 March 2025
Iconic Labs PLC
("Iconic" or the "Company")
Interim results for the six months ended 31 December 2024
Iconic Labs PLC (LSE: ICON), today announces its unaudited financial results
for the six-month period ended 31 December 2024.
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
For any further information or enquiries please contact:
Iconic Labs via Yellow Jersey PR
John Farquharson, Interim Chief Executive Officer
Novum Securities Limited Tel: +44 (0) 20 7399 9400
David Coffman / Daniel Harris
Yellow Jersey PR Tel: +44 (0) 20 3004 9512
Charles Goodwin
Annabelle Wills iconic@yellowjerseypr.com
Bessie Elliot
CHIEF EXECUTIVE OFFICER'S STATEMENT
I am pleased to present the interim unaudited accounts for the six-month
period ended 31 December 2024 for Iconic Labs PLC and its subsidiaries
(together, "Iconic" or the "Company").
Over the six-month period ended 31 December 2024 the Board, along with its
advisors, was focused on undertaking the due diligence necessary to complete
the proposed acquisition of ITS Holdings 2023 Ltd ("ITS 2023"), the parent
company of In The Style Fashion Limited, a leading online fashion retailer.
However, on 13 February 2025, the Board announced that the transaction, which
would have constituted a reverse takeover ("RTO") under the UK Listing Rules,
would not proceed to conclusion.
The Board, with help from its advisors, is committed to finding alternative
targets while focusing further on reducing its cost base.
While there are numerous businesses interested in being listed on the Main
Market of the London Stock Exchange, identifying suitable targets takes a
significant amount of time and resources. At the outset, any acquisition
target must meet the minimum market capitalisation requirement of £30m. Once
this threshold has been met, the Company seeks a target that can be acquired
at a suitable valuation, preferably at a discount, with strong business
fundamentals, experienced management, and solid long-term projections. The
acquisition that the Company closes will provide a sound equity story to the
market to generate long-term growth and value for its shareholders.
On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules
("UKLR") under which the existing Standard Listing category was replaced by
the Equity Shares (shell companies) category under Chapter 13 of the UKLR as
it applied to the Company. Consequently, with effect from that date the
Company is admitted to Equity Shares (shell companies) category of the
Official List under Chapter 13 of the UKLR and to trading on the London Stock
Exchange's Main Market for listed securities.
The Board expects the Company's shares to be re-admitted to trading in early
April 2025.
We look forward to providing updates in due course.
GOING CONCERN ASSESSMENT
The Board has carefully considered the financial position of Iconic regarding
the events during the six months ended 31 December 2024 and, given the
termination of the ITS 2023 transaction, during the period to the release of
these results. The Board has obtained confirmation from an existing investor
that it is their current intention to provide short term funding to enable the
Company to pursue a further target.
In the event that such a target cannot be identified within a short period of
time, it is possible that the investor will cease to provide funding.
Although the Directors would endeavor to pursue alternative sources of
funding, there is no certainty that this could be achieved. In such an event
Iconic 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, Iconic would no longer manage its
affairs 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.
On this basis, there is a material uncertainty related to events or conditions
that may cast significant doubt on the Company's ability to continue as a
going concern and that it may therefore be unable to realise its assets and
discharge its liabilities in the normal course of business. However, the
Directors believe it remains appropriate to prepare the financial statements
on a going concern basis.
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most significant to
the business:
Reverse Takeover Risk
Iconic's strategy continues to be to identify and complete a reverse takeover
of a target company. There is a risk that the Board, along with its
advisors, is not able to identify a target within a suitable timeframe or
that, once identified, is not able to carry it forward to completion.
Revenue, Profitability and Funding Risk
Iconic currently is not cash-generative and has therefore been reliant upon
the Financing Facility with EHGOSF or Promissory Notes with WTGO
Securitisation Fund for its main sources of working capital.
The Financing Facility is subject to a number of conditions ("Conditions").
At present, several of these Conditions have not been met, and it is currently
unlikely that EHGOSF will waive the breaches of these Conditions. Therefore,
at this point in time, the Company is not in a position to drawdown further on
the Financing Facility.
The Company is reliant on short term funding made available by a current
investor to allow it to assess possible targets and to continue to cover its
cost base.
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.
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
external advisors and regulators.
FINANCIAL REVIEW
Iconic made a loss in the 6 month period of £293,680 (2023: profit of
£270,132). The prior period profit was as a result of a write back in
creditors as part of the CVA which was not repeated in the current period.
While the monthly running costs of the Company have been significantly
reduced, Iconic incurred legal and advisory costs in relation to the RTO in
the period to 31 December 2024.
At 31 December 2024, Iconic held total assets of £85,149 (June 2024 -
£139,340). The Group had liabilities of £3,761,872 at the balance sheet date
(June 2024 - £3,522,383), an increase of £239,489.
RESPONSIBILITY STATEMENT
The directors confirm to the best of our knowledge:
· the interim financial statements have been prepared in accordance
with IAS 34, as adopted by the United Kingdom;
· the Chairman's statement and interim financial statements include a
fair review of the information required by the Financial Statements Disclosure
and Transparency Rules (DTR) 4.2.7R, being an indication of important events
that have occurred during the first six months of the financial year and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
· the Chairman's statement includes a fair review of the information
required by DTR 4.2.8R, being related party transactions that have taken place
in the first six months of the current financial year and that have materially
affected the financial position or performance of the entity during the period
and also any changes in the related party transactions described in the last
annual report that could do so.
At the date of this statement, the Directors are those listed on the Company
information page of these interim financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31
DECEMBER 2024 (unaudited)
Six months ended 31 December Six months ended 31 December Year ended 30 June 2024 (audited)
2024 2023
£ £ £
Revenue - - -
Gross profit - - -
Administrative expenses (201,371) (274,465) (780,271)
Direct costs incurred in connection with financing facility
(60,000) (194,536) (310,006)
Creditors written back - 739,133 844,225
Operating (loss)/profit (261,371) 270,132 (246,052)
Finance costs (32,309) - -
(Loss)/Profit) before taxation (293,680) 270,132 (246,052)
Taxation - - -
(Loss)/Profit for the period (293,680) 270,132 (246,052)
Total comprehensive (expense)/ income for the period (293,680) 270,132 (246,052)
Basic and diluted (loss)/profit per ordinary share (pence) (2.63) 2.42 (2.20)
- from continuing operations (0.00) 0.00 (0.00)
- from discontinued operations
The (loss)/profit for the period is wholly attributable to the equity holders
of the parent company.
All operations of the group are continuing.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2024 (unaudited)
Six months ended 31 December 2024 Six months ended 31 December 2023 Year ended 30 June 2024 (audited)
(as restated)
Notes £ £ £
Non-current assets
Intangible assets 1 1 1
1 1 1
Current assets
Trade and other receivables 35,860 13,067 10,030
Cash and cash equivalents 49,288 1,107 129,309
85,148 14,174 139,339
Total assets 85,149 14,175 139,340
Equity
Shareholders' equity
Share capital 3 5,192,602 5,107,132 5,192,602
Share premium 8,401,588 8,401,588 8,401,588
Retained deficit (17,270,913) (16,461,049) (16,977,233)
Total equity (3,676,723) (2,952,329) (3,383,043)
Current liabilities
Trade and other payables 4 806,289 929,104 875,604
Loans and borrowings 2,955,583 2,037,400 2,646,779
3,761,872 2,966,504 3,522,383
Total liabilities 3,761,872 2,966,504 3,522,383
Total equity and liabilities 85,149 14,175 139,340
Net asset value per share (pence) (32.94) (26.45) (30.31)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31
DECEMBER 2024 (unaudited)
Share Share premium Retained deficit Total
capital £ £ equity
£ £
Balance at 1 July 2023 as previously presented 4,539,523 8,341,761 (16,521,181) (3,639,897)
Prior period adjustment (note 7) - - (210,000) (210,000)
Balance at 1 July 2023 as restated 4,539,523 8,341,761 (16,731,181) (3,849,897)
Changes in equity
Transactions with owners:
Issue of shares 567,609 59,827 - 627,436
Total transactions with owners: 567,609 59,827 - 627,436
Total comprehensive income - - 270,132 270,132
Balance at 31 December 2023 5,107,132 8,401,588 (16,461,049) (2,952,329)
Changes in equity
Transactions with owners:
Issue of shares 85,470 - - 85,470
Total transactions with owners: 85,470 - - 85,470
Total comprehensive expense - - (516,184) (516,184)
Balance at 30 June 2024 5,192,602 8,401,588 (16,977,233) (3,383,043)
Total comprehensive expense - - (293,680) (293,680)
Balance at 31 December 2024 5,192,602 8,401,588 (17,270,913) (3,676,723)
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 DECEMBER 2024
(unaudited)
Six months ended 31 December Six months ended 31 December 2023 Year ended 30 June 2024 (audited)
2024
£ £ £
Cash flows from operating activities
Total comprehensive income for the period (293,680) 270,132 (246,052)
Costs relating to financing facility 60,000 - 310,006
Interest on promissory notes 32,309 - -
Net write back of trade creditors - (739,133) (844,225)
Adjustments for
Increase in trade and other receivables (25,830) (13,067) (10,030)
Decrease in trade and other payables (69,315) (81,905) (12,412)
Net cash used in by operating activities (296,516) (563,973) (802,713)
Cash flows from financing activities
Repayment of loans and borrowings - (415,000) -
Issue for promissory notes 216,495 - 631,779
Issue of loans - 302,400 250,000
Issue of share capital - 627,437 -
Net cash generated by financing activities 216,495 514,837 881,779
(Decrease)/increase in cash and cash equivalents (80,021) (49,136) 79,066
Cash and cash equivalents at beginning of period 129,309 50,243 50,243
Cash and cash equivalents at end of period 49,288 1,107 129,309
COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2024 (unaudited)
Six months ended 31 December 2024 Six months ended 31 December 2023 Year ended 30 June 2024 (audited)
(as restated)
£ £ £
Non-current assets
Investments 1 1 1
Non-current assets 1 1 1
Current Assets
Trade and other receivables 35,860 13,067 10,030
Cash and cash equivalents 49,288 1,107 129,309
85,148, 14,174 139,339
Total assets 85,149 14,175 139,340
Equity
Share capital 5,192,602 5,107,132 5,192,602
Share premium 8,401,588 8,401,588 8,401,588
Retained deficit (17,270,913) (16,461,049) (16,977,233)
(3,676,723) (2,952,329) (3,383,043)
Current liabilities
Trade and other payables 806,289 929,104 875,604
Loans and borrowings 2,955,583 2,037,400 2,646,779
3,761,872 2,966,504 3,522,383
Total liabilities 3,761,872 2,966,504 3,522,383
Total equity and liabilities 85,149 14,175 139,340
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER
2024 (unaudited)
Share Share premium Retained deficit Total
capital £ £ equity
£ £
Balance at 1 July 2023 as previously presented 4,539,523 8,341,761 (16,521,181) (3,639,897)
Prior period adjustment (note 7) - - (210,000 (210,000)
Balance at 1 July 2023 as restated 4,539,523 8,341,761 (16,731,181) (3,849,897)
Changes in equity
Transactions with owners:
Issue of shares 567,609 59,827 - 627,436
Total transactions with owners: 567,609 59,827 - 627,436
Total comprehensive income - - 270,132 270,132
Balance at 31 December 2023 5,107,132 8,401,588 (16,461,049) (2,952,329)
Changes in equity
Transactions with owners:
Issue of shares 85,470 - - 85,470
Total transactions with owners: 85,470 - - 85,470
Total comprehensive expense - - (516,184) (516,184)
Balance at 30 June 2024 5,192,602 8,401,588 (16,977,233) (3,383,043)
Total comprehensive expense - - (293,680) (293,680)
Balance at 31 December 2024 5,192,602 8,401,588 (17,270,913) (3,676,723)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31
DECEMBER 2024 (unaudited)
1. Basis of preparation
The Company is registered in England and Wales. The consolidated interim
financial statements for the six months ended 31 December 2024 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 United Kingdom.
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 2024. 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 2024 has been
delivered to the Registrar of Companies. The auditor's report on these
accounts contained a material uncertainty related to the going concern of the
Company 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 31 March 2025.
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 2024.
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 2024
and to the date of issuing this interim financial report and conclude that
there still remains a material uncertainty related to the going concern of the
Company.
2. Operating segments
The Company's sole asset is Gay Star News ("GSN"), an online media platform
dedicated to the LGBTQ+ community.
3. Share capital
31 December 2024 30 June 2024
Number £ Number £
Allotted, issued and fully paid:
Classified as equity
Ordinary shares of £0.0001 each 11,161,483 1,116 11,161,483 1,116
Deferred shares of £0.0999 each 11,161,483 1,115,032 11,161,483 1,115,032
Deferred shares of £0.00249 each 1,637,129,905 4,076,454 1,637,129,905 4,076,454
Total 1,659,452,871 5,192,602 1,659,452,871 5,192,602
In accordance with the Companies Act 2006, the Company has no limit on its
authorised share capital.
4. Trade and other payables
Group
31 December 2024 31 December 2023 30 June
2024 (audited)
£ £ £
Trade payables 774,056 868,266 800,289
Other payables (11,942) 1,400 -
Accruals 44,175 59,438 75,315
806,289 929,104 875,604
Company
31 December 2024 31 December 2023 30 June
2024 (audited)
£ £ £
Trade payables 774,056 868,266 800,289
Other payables (11,942) 1,400 -
Accruals 44,175 59,438 75,315
806,289 929,104 875,604
Book values approximate to fair values at 31 December 2024 and 30 June 2024.
5. Financial instruments
Reconciliation of movement in net cash
Loan notes issued in the period
Promissory notes issued in the period Accrued interest on promissory notes Net cash
Net cash at 1 July 2024 at 31 December 2024
Cash flow
£ £ £ £ £ £
Cash at bank and in hand 129,309 (80,021) - - - 49,288
Borrowings (2,646,779) - (216,495) (32,309) (60,000) (2,955,583)
Total financial liabilities (2,517,470) (80,021) (216,495) (32,309) (60,000) (2,906,295)
6. (Loss)/Profit from Operations
Period Period ending 31 December 2023 Year ended 30 June
ending 31 December 2024 2024 (audited)
£ £ £
The (loss)/profit for the period is stated after charging:
Auditors' remuneration - audit services 15,000 34,200 29,000
£ £
Expenses by Nature: £
Legal & audit fees 79,452 197,595 336,952
Consultancy & professional fees 91,942 54,064 168,375
Other supplies and external services 29,977 22,806 274,944
Creditors' write off - (739,133) (844,225)
Total operating expenses/(income) 201,371 (464,668) (63,954)
Total administrative expense 201,371 (464,668) (63,954)
Interest on promissory notes 32,309 - -
Direct costs incurred in connection with financing facilities 60,000 194,536 310,006
293,680 (270,132) 246,052
7. Prior period adjustment
During the preparation of the financial statements for the year ended 31 June
2024, the Company identified an error where fees incurred on the draw down of
convertible loan notes had been omitted from the accounting records and
financial statements in the prior year. As a result of this error, convertible
loan notes, reported within loans and borrowings in the Consolidated Statement
of Financial Position, were understated by £210,000. Legal and waiver fees
reported within administrative expenses in the Consolidated Statement of
Comprehensive Income were also understated by £210,000.
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