REG-Limitless Earth Plc: Half-year Report
30/10/2019 13:50
30 October 2019
LIMITLESS EARTH PLC
("Limitless" or the "Company")
UNAUDITED HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 31 JULY 2019
The Company is pleased to announce its half-yearly result for the six months
to 31 July 2019.
CHIEF EXECUTIVE’S STATEMENT
Limitless is a proactive investing company that focuses on making investments
in and assisting companies that show the potential to generate returns through
capital appreciation. The directors look to make investments into small
companies which have clear routes to value appreciation and which operate in
sectors with long term growth prospects that are driven by demographic
change. Examples of such sectors include Cleantech, Life Sciences and
Technology. The Company has 4 investments, and reports on these as
follows:
Saxa Gres S.p.A is a turn-around, circular economy company which specialises
in an innovative porcelain and ceramic stone tile production process using
recycled urban waste. It 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. The company recently announced news that it
was doubling production, was tendering for prestigious projects including
Microsoft’s new Seattle Office and was in discussions regarding a potential
JV with a Chinese conglomerate.
Limitless has made three investments in Saxa Gres. Limitless holds EUR617,000
listed loan notes, which matured in the period under review and were rolled
into new notes of 7 per cent. with a maturity of 2023, and an unlisted EUR
75,000 10 per cent. loan note with an option to acquire approximately 2.38 per
cent. of the equity share capital of Saxa Gres at an exercise price of €1EUR
per share.
The Board of Limitless is pleased with the progress that Saxa Gres has made in
recent years.
V-Nova Ltd. is a London-headquartered technology company providing
next-generation data compression solutions that address the ever-growing media
processing and delivery challenges. V-Nova is an IP Software company which has
developed an innovative video and imaging compression technology with broad
application from developed, data-rich economies to emerging markets. V-Nova
provides solutions spanning the entire media delivery chain, including content
production, contribution, storage and distribution to end users.
Limitless 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. Limitless is now optimistic that V-Nova
is 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.
Limitless invested £500,000 in V-Nova on 18 December 2015 in a convertible
loan note, which is subsequently converted in April 2017 into Series B1
participating shares at a valuation of V-Nova of c. £80 million.
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,
subject to a minimum number of tests being performed each year.
The Board of Limitless values and recognises the considerable achievements of
Chronix’s management and understands that additional funding and partnership
agreements are needed to continue to develop the company’s operations as it
moves from concept towards commercialisation, to exploit its potential and,
ultimately, drive company valuation. Chronix’s management is actively
raising funds to support such objectives and to support the company to
financial breakeven in a few years.
To date, Limitless has invested US$600,000 in Chronix, which includes a
follow-on investment made recently of US$100,000, by way of convertible
preference stock and a 6 per cent. convertible loan note.
The Company has been informed that Chronix is currently embarking on another
funding round as it requires additional working capital to support the
business until the revenue from its current contracts are sufficient for
Chronix to become profitable.
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. Exogenesis Corporation is a pre-revenue business.
The Board of Limitless recognises Exogenesis’ technological achievements
and, as it has still to prove its revenue streams, awaits news of its first
commercial deals which are expected to be linked to selling into its existing
vertical sectors. Recently, Exogenesis announced that it had received 510(k)
clearance from the FDA for its Hernia Mesh, the first soft tissue repair
device with a nano-modified surface, which provides some renewed optimism for
the company’s business model and, in turn, this investment.
Limitless invested US$300,000 in May 2016 in Exogenesis Corporation by way of
8 per cent. convertible senior notes.
During the reporting period, the Company looked at new potential investments
and opened a series of due diligence on potential new investments some of
which are ongoing. The Board continues to actively source new investments.
The Board understands as per previous years, that cost control is important at
all times and on behalf of the shareholders, the directors carefully keep
operating costs to a minimum to preserve shareholder value.
For the period, Limitless made a net loss on operations of £60,132 (31 July
2018: £55,427 and 31 January 2019: £28,539) and the unaudited balance sheet
reflects the cash and cash equivalents at the reporting date of £419,007 (31
July 2018: £591,504 and 31 January 2019: £530,863) and Investments held for
trading totalling £1,711,809 (31 July 2018: £1,603,268 and 31 January 2019:
£1,711,809).
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.
For further information, please contact:
Limitless Earth plc
www.limitlessearthplc.com
Guido Contesso -
CEO
+44 7780 700
091
Cairn Financial Advisers LLP
+44 20 7213 0880
Nominated Adviser
www.cairnfin.com
Jo Turner/Tony
Rawlinson
Peterhouse Corporate Finance Limited
+44 20 7469 0930
Joint
Broker
www.pcorpfin.com
Peter Greensmith
UNAUDITED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
6 MONTHS ENDED 31 JULY 2019
Notes Unaudited Unaudited Audited
31/07/2019 31/07/2018 31/01/2019
Continuing operations £ £ £
Investment Income 14,379 28,496 47,312
Total Income 14,379 28,496 47,312
Administration expenses (74,511) (83,923) (184,392)
Foreign currency exchange gain 108,541
Operating loss and loss before taxation (60,132) (55,427) (28,539)
Taxation - - -
Loss for the period (60,132) (55,427) (28,539)
Total Comprehensive loss for the period (60,132) (55,427) (28,539)
Earnings per share:
Basic and diluted loss per share 3 (0.09p) (0.09p) (0.04p)
There are no items of other comprehesive income.
UNAUDITED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2019
Unaudited Unaudited Audited
31/07/2019 31/07/2018 31/01/2019
£ £ £
Current assets
Investments held for trading 1,711,809 1,603,268 1,711,809
Trade and Other receivables 53,123 33,295 33,289
Cash 419,007 591,504 530,863
2,183,939 2,228,067 2,275,961
Total Assets 2,183,939 2,228,067 2,275,961
Current Liabilities
Trade and other payables (35,600) (46,485) (67,490)
Net Assets 2,148,339 2,181,582 2,208,471
Equity
Issued Share Capital 654,000 654,000 654,000
Share Premium 2,364,725 2,350,630 2,350,630
Share Warrant Reserve - 14,095 14,095
Retained Earnings (870,386) (837,143) (810,254)
Total Equity 2,148,339 2,181,582 2,208,471
Unaudited Statement of Changes in Shareholders’ Equity for the period ended 31 July 2019
Share capital Share premium Share warrant reserve Retained earnings Total
£ £ £ £ £
Audited Changes in Equity for the period ended 31 January 2018 654,000 2,350,630 14,095 (781,716) 2,237,009
Comprehensive loss for the period - - - (28,538) (28,538)
Total contributions by the owners - - - (28,538) (28,538)
At 31 January 2019 654,000 2,350,630 14,095 (810,254) 2,208,471
Audited Changes in Equity for the period ended 31 January 2018 654,000 2,350,630 14,095 (781,716) 2,237,009
Comprehensive loss for the period - - - (55,427) (55,427)
Total contributions by the owners - - - (55,427) (55,427)
At 31 July 2018 654,000 2,350,630 14,095 (837,143) 2,181,582
Unaudited Changes in Equity for the period ended 31 January 2019 654,000 2,350,630 14,095 (810,254) 2,208,471
Comprehensive loss for the period - - - (60,132) (60,132)
Warrant cancellation 14,095 (14,095) - -
Total contributions by the owners - 14,095 (14,095) (60,132) (60,132)
Unaudited Changes in Equity for the period ended 31 July 2019 654,000 2,364,725 - (870,386) 2,148,339
UNAUDITED CASH FLOW STATEMENT FOR THE
6 MONTHS ENDED 31 JULY 2019
Unaudited Unaudited Unaudited
31/07/2019 31/07/2018 31/07/2019
2019 2018 2019
£ £ £
Cash flows from operating activities
(Loss) for the year before tax (60,132) (55,427) (28,538)
Investment income (14,379) (28,496) (47,312)
Foreign Currency exchange gain - - (108,541)
Decrease/ (increase) in receivables (19,833) 5,834 5,839
(Decrease)/ increase in payables (31,890) (7,236) 13,770
Net cash outflow from operating activities (126,234) (85,325) (164,782)
Cash flows from investing activities
Finance income received net 14,379 28,496 47,312
Purchase of investments - - -
Net cash outflow from investing activities 14,379 28,496 47,312
Net decrease in cash and cash equivalents during the year (111,855) (56,829) (117,470)
Cash at the beginning of year 530,862 648,333 648,333
Cash and cash equivalents at the end of the year 419,007 591,504 530,863
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
Limitless Earth plc is a company incorporated and domiciled in England and
Wales. The Company’s ordinary shares are traded on the AIM market of the
London Stock Exchange. The address of the registered office is 30 Percy
Street, London W1T 2DB.
The principal activity of the Company is that of an investing company pursuing
a strategy
2. Accounting policies
The principal accounting policies have all been applied consistently
throughout the period covered and have not changed since being reported on in
the financial statements for the year ended 31 January 2018.
Basis of preparation
The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as adopted by
the European Union.
The financial statements have been prepared under the historical cost
convention.
The interim financial information for the six months ended 31 July 2019 has
not been reviewed or audited. The interim financial report has been approved
by the Board on 30 October 2019.
3. Loss per share
The basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per share is
computed using the same weighted average number of shares during the period
adjusted for the dilutive effect of share warrants and convertible loans
outstanding during the period.
Unaudited Unaudited Audited
31/07/2019 31/07/2018 31/01/2019
Loss from continuing operations attributable to equity holders of the company (60,132) (55,427) (28,539)
Weighted average number of ordinary shares in issue 65,400,000 65,400,000 65,400,000
Pence Pence Pence
Basic and fully diluted loss per share from continuing operations (Pence) (0.09) (0.09) (0.04)
IAS 33 requires presentation of diluted earnings per share when a company
could be called upon to issue shares that would decrease earnings per share or
increase net loss per share. For a loss-making company with outstanding share
options and warrants, net loss per share would only be increased by the
exercise of out-of-the money options and warrants. Since it seems
inappropriate that option holders would act irrationally, no adjustment has
been made to diluted earnings per share for out-of-the money options and
warrants in the comparatives. There are no other potentially diluting share
issues.
4. Events after the reporting period
On 20(th) September 2019, the Company announced that it has made a further
investment in Chronix Biomedical, Inc. a developer of novel blood-based cancer
molecular diagnostics, of approximately US$100,000. The investment was in an
unsecured Convertible Promissory Note with an interest rate of six per cent.
per annum. Further details of the investment are included in the Company’s
RIS announcement.
5. Copies of Interim Accounts
Copies of the interim results are available at the Group´s website at
www.limitlessearthplc.com.
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