REG-Limitless Earth Plc: Final Results
31/07/2018 07:05
30 July 2018
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Final Results for the year to 31 January 2018
The Company announces its final results for the year to 31 January 2018.
For further information, please contact:
Limitless Earth plc
+44 (0) 7780 700 091
Guido Contesso
www.limitlessearthplc.com
Cairn Financial Advisers LLP
+44 (0) 20 7213 0880
Nominated Adviser
www.cairnfin.com
Jo Turner/Tony Rawlinson
Peterhouse Corporate Finance Limited +44 (0) 20 7469
0930
Broker
www.pcorpfin.com
Peter Greensmith/Charles Goodfellow
Chairman’s Statement
Our focus is on identifying opportunities built on a strategy of demographic
trend investing, where the changing patterns of consumer behaviour and
population are key drivers of growth and to target investments which show the
potential to generate returns through capital appreciation.
Within the broader field of demographic trend investing, the board is
initially concentrating on cleantech, life sciences and technology as core
sectors. The board is acutely aware of the importance of making the right
investment in the right sector at the right time. Accordingly, the board
rejects most of the investment opportunities presented to it and considers it
a strength of the board to be able to source a broad range of attractive
opportunities and chose only the best of these. To date we have made five
investments into four companies in these sectors and the nature of our
investment has varied from equity through to convertible loans. The company
is well funded with cash and cash equivalents at the reporting date of
£648,333 which supports it being selective.
During the period under review, we are very pleased to have made a further
investment in Saxa Gres S.p.A and to have converted our investment in V-Nova.
Saxa Gres is a specialist waste recycling industrial business that produces
high quality tiles having been acquiring in a distressed turnaround. In
respect of V-Nova, we converted our investment following V-Nova’s public
announcements which include, inter alia, Eutelstat, the biggest European
Satellite operator, becoming a minority shareholder in the company, Thaicom
selecting the company’s technology for their UHD services and the rate of
growth of its business in India.
Both these companies are gathering momentum in their fields and we look
forward to watching how these investments develop.
Guido Contesso
Chief Executive Officer
Income Statement and Statement of Comprehensive Income
for the year ended 31 January 2018
Year to 31 January Year to 31 January
2018 2017
Continuing operations £ £
Administrative expenses (218,741) (185,244)
Operating loss (218,741) (185,244)
Finance Income 54,103 43,136
Loss before taxation (164,638) (142,108)
Taxation - -
Loss for the year (164,638) (142,108)
Total Comprehensive loss for the year (164,638) (142,108)
Loss per share:
Basic and diluted loss per share (0.25p) (0.22p)
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2018
2018 2017
£ £
Current assets
Investments 1,603,268 1,296,443
Trade and other receivables 39,128 45,102
Cash and cash equivalents 648,333 1,141,584
Current and Total Assets 2,290,729 2,483,129
Current Liabilities
Trade and other payables (53,720) (81,482)
Net Assets 2,237,009 2,401,647
Equity
Issued Share Capital 654,000 654,000
Share Premium 2,350,630 2,350,630
Share warrant reserve 14,095 14,095
Retained Earnings (781,716) (617,078)
Total Equity 2,237,009 2,401,647
The financial statements were approved and authorised for issue by the Board
30 July 2018.
Nilesh Jagatia
Director
Limitless Earth plc Registered No. 08810879
Statement of Changes in Equity
for the year ended 31 January 2018
Share capital Share premium Share warrant reserve Retained earnings Total
£ £ £ £ £
At 31 January 2016 654,000 2,350,630 14,095 (474,970) 2,543,755
Changes in Equity for the period ended 31 January 2017
Comprehensive income
Total comprehensive loss for the year - - - (142,108) (142,108)
At 31 January 2017 654,000 2,350,630 14,095 (617,078) 2,401,647
Changes in Equity for the period ended 31 January 2018
Comprehensive income
Total comprehensive loss for the year - - - (164,638) (164,638)
At 31 January 2018 654,000 2,350,630 14,095 (781,716) 2,237,009
Statement of Cash Flows
for the year ended 31 January 2018
Year to 31 January Year to 31 January
2018 2017
£ £
Cash flows from operating activities
(Loss) for the year before tax (164,638) (185,244)
Finance income (54,103) (1,392)
Decrease/(increase) in receivables 5,974 (43,710)
(Decrease/increase in payable (27,762) 6,492
Net cash outflow from operating activities (240,529) (223,854)
Cash flows from investing activities
Finance income received net 54,103 43,136
Purchase of investments (306,825) (208,102)
Net cash outflow from investing activities (252,722) (164,966)
Net decrease in cash and cash equivalents during the year (493,251) (388,820)
Cash at the beginning of year 1,141,584 1,530,404
Cash and cash equivalents at the end of the year 648,333 1,141,584
Notes
1. General information
Limitless Earth Plc is a company incorporated and domiciled in the United
Kingdom. The Company is a public limited company, which is listed on the AIM
market of the London Stock Exchange. The address of the registered office is
30 Percy Street, London, W1T 2DB.
The Investing Policy is to invest principally, but not exclusively, in sectors
where changing demographic factors are important drivers of growth. The
Company intends to focus initially on projects located in Europe but will also
consider investments in other geographical regions. The Company may become an
active investor, acquire controlling stakes or minority positions, in each
case, as the Board considers appropriate and commercial.
The financial statements are presented in British Pounds Sterling, the
currency of the primary economic environment in which the Company’s operates
from.
The summary above is an extract of the report and accounts to 31 January 2018,
which should be read in full. References to page numbers and notes are in
relation to the full report.
2. Investments held for trading
2018 £ 2017 £
At 1 February 1,296,443 1,088,341
Cost of investment purchases 306,825 208,102
Fair value adjustment - -
31 January – Investments at fair value 1,603,268 1,296,443
Categorised as:
Level 3 – Unquoted investments 1,603,268 1,296,443
1,603,268 1,296,443
Chronix Biomedical Inc (“ Chronix”)
On 8 October 2015 the Company made an investment in Chronix of US$500,000
(approximately £329,511) in the series I round of convertible preference
stock (“Series I Stock”) at a price of US$0.40 per share. On a fully
diluted basis, considering all classes of common and preference stock in
issue, at the date of investment, Limitless’ investment represented 0.72% of
Chronix’s issued share capital and values Chronix at approximately US$69
million.
V-Nova International Ltd (“V-Nova”)
On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova
, a company that specialises in Advanced Signal & Data Compression Solutions.
The investment was through the acquisition of £500,000 worth of Convertible
loan notes. These notes were converted on 4 April 2017 at a 20% discount to
the preferential valuation of V-Nova at the time, of £100 million.
On 5 April 2017, the Company announced that it was granted the right to
exercise an early conversion of the £500,000 loan note with V Nova Ltd into
7,284,382 Series B1 Participating shares at a 20% discount to a preferential
valuation for V-Nova at £100 million.
Saxa Gres S.A (‘”Saxa”)
On 23 December 2015, the Company invested €350,000 (approximately £258,830)
in Saxa. As a first round subscriber, Limitless has also been granted an
option to acquire 1.1655 per cent. of the equity in Saxa at nominal value with
the intention that, once the bonds have been repaid, Limitless will be able to
maintain an interest in Saxa of approximate value to the bond investment.
On 21 March 2017, Limitless announced that it has increased its investment in
Saxa Gres by acquiring a further 267 Notes for a value of €267,000. These
Notes were also accompanied by options to acquire shares in Saxa Gres, in this
case to acquire another 1.333% of its equity share capital with each option
having an exercise price of €1. In total, Limitless had options to acquire
approximately 2.5% of the equity share capital of Saxa Gres at an exercise
price of €1 per share.
On 16 November 2017, the company announced that it has made a further
investment in Saxa Gres S.p.A. of approximately EUR €75,000. Saxa Gres was
raising funds, via an increase in its share capital, in order to invest in a
new production line it required to meet a significant increase in orders.
Limitless participated alongside two sizable credit funds in order to maintain
its interest in Saxa Gres.
Exogenesis
On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology
company which has developed nanoscale surface modification technology
to, inter alia, improve the safety and efficacy of implantable medical
devices and is being used to develop next generation microscopy tools for DNA
analysis.
The Company invested US$300,000 (approximately £200,000) in the Exogenesis
senior convertible notes which accrued an 8 % annual interest (“Notes”).
The Notes, together with accrued interest, were convertible into Exogenesis
series B preferred stock at a price of US$0.382 per share or, at the option of
Limitless, into Exogenesis series C preferred stock at a 20 % discount to the
issue price at the time of the next financing.
3.Loss Per Share
(a) Basic
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the period.
2018 2017
£ £
Loss from continuing operations attributable to equity holders of the company (164,638) (142,108)
Weighted average number of ordinary shares in issue 65,400,000 65,400,000
Pence Pence
Basic (loss) per share from continuing operations (0.25) (0.22)
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. No share warrants outstanding at 31 January 2018
were dilutive and all such potential ordinary shares are therefore excluded
from the weighted average number of Ordinary shares for the purposes of
calculating diluted earnings per share. Details of warrants outstanding are
given in note 17.
4.Posting of Accounts
The Company will shortly post a copy of the Report and Accounts for the year
ended 31 January 2018 to all shareholders.
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