REG-Limitless Earth Plc: Final Results
31/07/2019 07:05
31 July 2019
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Final Results for the year to 31 January 2019 and Notice of AGM
The Company announces its final results for the year to 31 January 2019.
The Company also announces that its Annual General Meeting will be held at
10:00 a.m. on 24 September 2019 at 2(nd) Floor, 2 London Wall Buildings,
London, EC2M 5PP.
The Annual Report and Accounts for the year ended 31 January 2019, together
with the Notice of Annual General Meeting will shortly be posted to
shareholders and uploaded to the Company’s website
www.limitlessearthplc.com.
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.
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
We focus on identifying opportunities where the changing patterns of consumer
behaviour and population are key drivers of growth and we target investments
which demonstrate the potential to generate substantial returns through
capital appreciation.
Working within the broader field of demographic trend investing, we have
initially concentrated on cleantech (Saxa Gres), life sciences (Chronix) and
technology (V-Nova and Exogenesis).
The board is acutely aware of the importance of making the right investment in
the right sector at the right time and has considered and will continue to
consider a broad range of attractive opportunities that are sourced by the
board or are introduced to it and will chose to invest in only the best of
these.
The Company is well funded with cash and cash equivalents at the reporting
date of £530,863.
To date, we have made investments which have varied in nature from equity to
convertible loans in four companies.
These are:
The Investments
Saxa Gres S.p.A, a turn-around circular economy company which specialises in
an innovative tile production process , has been extremely successful in
expanding its operations by competitor acquisitions and this has enabled it to
satisfy the increasing demands for its products while attracting valuable
funding from relevant institutional investors
Saxa’s founders, management and professionals have demonstrated outstanding
achievements in terms of the development of its operations, sales, product
expansion and integration of its acquisitions.
V-Nova Ltd. is a London-headquartered technology company providing
next-generation compression solutions that address the ever-growing media
processing and delivery challenges. V-Nova as an IP Software company has
developed an innovative video and imaging compression technology, with a valid
proof of revenues and concept also in relevant emerging markets countries.
V-Nova provides solutions spanning the entire media delivery chain, including
content production, contribution, storage and distribution to end users.
LME is pleased to learn that Moving Picture Experts Group (MPEG) has selected
V-Nova’s technology to become a new standard (MPEG5-Part2), which is
expected to yield V-Nova a recurring revenue stream for a long period.
V-Nova’s management have helped ensure that the company’s technology is
becoming an integrated world standard. LME is optimistic that V-Nova may now
be at a stage of development where it will be able to exploit its years of
hard work and, importantly, recoup its investment to date as it progresses
towards reaching profitability and expanding V-Nova’s patented capabilities
in as many verticals as possible.
Chronix Biomedical, inc., is a privately-owned biotech company founded in 1997
which specialises in simple blood tests (liquid biopsies) for real-time
monitoring of the effectiveness of cancer drugs, including immunotherapies,
and rejection of transplanted organs. The Cancer test is based on a patented
technology whereby the Company can identify gains and losses in cell free DNA
that allow them to determine if a cancer therapy is working. The transplant
test allows the Company to determine if the organ that is transplanted is
being accepted or rejected, and thereby allows the physician to alter the
immunosuppressive drug regimen given to the patient.
In June 2018, Chronix signed it first commercial agreement with a large
EU-based lab group, which already processes more than 150,000 laboratory
samples daily, providing an exclusive licence for Germany, Austria,
Switzerland and Belgium. The contract is for 15 years and Independent research
analysts have estimated the net present value of the licensing payments to
Chronix over the life of the agreement to be approximately $92 million.
We value and recognise the considerable achievements of Chronix’s management
and understand that additional partnership agreements need to be secured in
order to increase revenue, exploit its potential and, ultimately, drive
company valuation. Chronix’s management is actively raising funds to
support such growth and to allow it to file additional patents. The Company
expects to be profitable in 2-3 years.
Exogenesis Corporation is a Boston-based nanotech firm which specialises in
modifying and controlling the surface of objects at a nanoscale level, through
accelerated particle beam processing, to avoid needing to apply coatings.
Application of the company’s technology can improve the safety and efficacy
of implantable medical devices and improving the performance of optics, glass
and a variety of substrates used in the laser, memory and semiconductor
industries.
We recognise the Exogenesis’ technological achievements and, as it has still
to prove its revenue streams, await news of its first commercial deals which
are expected to be linked to its existing vertical sectors.
Guido Contesso
Chief Executive Officer
Income Statement and Statement of Comprehensive Income
for the year ended 31 January 2019
Year ended 31 January Year ended 31 January
2019 2018
Continuing operations £ £
Investment income 47,312 54,103
Total income 47,312 54,103
Administrative expenses (184,391) (218,741)
Foreign currency exchange gain 108,541 -
Operating loss and Loss before taxation (28,538) (164,638)
Taxation - -
Loss for the year (28,538) (164,638)
Total comprehensive loss for the year (28,538) (164,638)
Earnings per share:
Basic and diluted earning per share (0.04p) (0.25p)
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2019
2019 2018
£ £
Non-current assets
Financial asset investments 1,711,809 1,603,268
Current assets
Trade and other receivables 33,289 39,128
Cash and cash equivalents 530,863 648,333
Current and Total Assets 2,275,961 2,290,729
Current Liabilities
Trade and other payables (67,490) (53,720)
Net Assets 2,208,471 2,237,009
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 (810,254) (781,716)
Total Equity 2,208,471 2,237,009
Statement of Changes in Equity
for the year ended 31 January 2019
Share capital Share premium Share warrant reserve Retained earnings Total
£ £ £ £ £
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
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
Changes in Equity for the period ended 31 January 2019
Total comprehensive loss for the year - - - (28,538) (28,538)
At 31 January 2019 654,000 2,350,630 14,095 (810,254) 2,208,471
Statement of Cash Flows
for the year ended 31 January 2019
Notes Year ended 31 January Year ended 31 January
2019 2018
£ £
Cash flows from operating activities
(Loss) for the year before tax (28,538) (164,638)
Investment income (47,312) (54,103)
Foreign currency exchange gain (108,541) -
Decrease/ (increase) in receivables 5,839 5,974
(Decrease)/ increase in payables 13,770 (27,762)
Net cash outflow from operating activities (164,782) (240,529)
Cash flows from investing activities
Investment income received net 47,312 54,103
Purchase of investments - (306,825)
Net cash outflow from investing activities 47,312 (252,722)
Net decrease in cash and cash equivalents during the year (117,470) (493,251)
Cash at the beginning of year 648,333 1,141,584
Cash and cash equivalents at the end of the year 530,863 648,333
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 which is available on the Company’s website.
2.Summary of Significant Accounting Policies
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by
the European Union applicable to companies reporting under IFRSs. The
financial statements have also been prepared under the historical cost
convention.
The preparation of financial statements in conformity with IFRSs requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed later in these accounting policies.
Going Concern
The directors have, at the time of approving the financial statements, a
reasonable expectation that the Company has adequate resources to continue in
existence for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting in preparing the financial statements.
Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted by the Company
The company has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 February 2018:
* IFRS 9 Financial Instruments;
* IFRS 15 Revenue from contracts with customers;
* Annual improvements 2014-2016 cycle;
Impact of adoption of IFRS 9
The classification and measurement requirements of IFRS 9 have been adopted
with effect from the date of initial application on 1 February 2018. However,
the Company has chosen to take advantage of the option not to restate
comparatives. Therefore, the 2018 figures are presented and measured under IAS
39. The following table shows the original measurement categories in
accordance with IAS 39 and the new measurement categories under IFRS 9 for the
Company’s financial assets and financial liabilities as at 1 February 2018:
1 February 2018 IAS 39 classification IAS 39 measurement IFRS 9 classification IFRS 9 measurement
£ £
Financial assets
Cash and cash equivalents Loans and receivables 648,333 Amortised cost 648,333
Financial assets at fair value through profit or loss Held for trading at fair value through profit or loss 1,603,268 Fair value through profit or loss 1,603,268
Financial liabilities
Payables Other financial liabilities 53,720 Amortised cost 53,720
3.Investments held for trading
2019 £ 2018 £
At 1 February 1,603,268 1,296,443
Cost of investment purchases - 306,825
Foreign currency exchange gain 108,541 -
Fair value adjustment - -
31 January – Investments at fair value 1,711,809 1,603,268
Categorised as:
Level 3 – Unquoted investments 1,711,809 1,603,268
1,711,809 1,603,268
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. On 4 April 2017, these notes were converted into
7,284,382 Series B1 Participating shares at a 20% discount to the preferential
valuation of V-Nova at the time, of £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 had 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 has 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 had 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, are 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.
On 9 June 2017, the Company extended the maturity date of the loan notes to 31
December 2017 from 30 June 2017 and lowered the conversion threshold amount to
$2,500,000. Upon the cash financing being achieved and the maturity date being
reached, the notes were then converted into series B preferred stock at the
agreed price.
4.Earning Per Share
(a) Basic
Basic earning 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.
2019 2018
£ £
Loss from continuing operations attributable to equity holders of the company (28,538) (164,638)
Weighted average number of ordinary shares in issue 65,400,000 65,400,000
Pence Pence
Basic negative earning per share from continuing operations (0.04) (0.25)
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 2019
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.
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