REG - Greencare Capital - 2021 Interim Results

LMS CapitalAnnouncement

30/07/2021 08:05

RNS Number : 0412H
  
Greencare Capital PLC
  
30 July 2021
  
 

 
 
30 July 2021
Greencare Capital PLC
("Greencare" or the "Company")
 
Unaudited Interim Results for the six months ended 30 April 2021
 
Greencare (AQSE: GRE), the investment company focused on investing in medicinal cannabis, CBD and related wellness areas, today announces its unaudited interim results for the six months ended 30 April 2021.
 
Chief Executive's Strategic and Financial Review
Greencare is an investment company quoted on the Access Segment of the Aquis Stock Exchange ("AQSE") Growth Market, the successor to NEX Exchange Growth Market. The Company was incorporated on 1 October 2019 and its shares were admitted to trading on 30 December 2019.
 
The Company's investment strategy is to focus on investments in the cannabis sectors within countries whose jurisdictions have well-developed and reputable laws and regulations for its production, research and distribution, together with the CBD and hemp sectors. The law and regulation governing the cannabis sector are, however, continually evolving and the Company's investments, where applicable, will only focus on businesses and organisations with activities that are entirely lawful under the jurisdiction in which they operate and are either already lawful or are capable of being lawful in the UK. The Directors therefore believe that such activities should not amount to any offences under the POCA 2002 in the UK.
 
The Company will invest directly or indirectly in public or private companies, in supply and distribution chains, or other business associated with the sector. Investments may take the form of debt or equity and it is expected that such investments will ordinarily seek capital growth in the medium term in preference to income.
 
The Company plans to identify investment opportunities in the cannabis sector predominantly in Europe. The Directors believe that there are numerous investment opportunities within the wellness industry and the fast-growing production, distribution and other associated businesses that will be of interest to the Company. The Company will not invest in the recreational cannabis sector, or in entities or activities supported by it, nor any other related activities which would be deemed illegal under UK legislation.
 
During the period, the Company has reviewed a number of investment opportunities. On 1 April 2021, it announced its first investment of £100,000 in Clearly Supplements Limited ("Clearly"), as part of a £500,000 fund raising by Clearly. The investment was by way of a convertible loan note ("CLN") with a 5 per cent coupon and a 12-month term. Under the terms of the conversion, the CLN would convert at the time of a stock market listing by Clearly, at a 30 per cent discount to the then placing price, subject to a maximum price. 
 
Clearly has developed a wide range of products under the Clearly CBD brand. It is also establishing a number of distribution channels which include direct selling and the capability to enter the Asian market, including China, through distributors in Hong Kong. It is also focused on certain other key market segments such as the fitness sector and will, at the same time, be looking to build a retail presence and to operate online. Clearly has also entered into a supply agreement with Hempflax International, Europe's largest independent hemp grower and processor and is planning to seek its own stock market listing in the short to medium term. 
 
On 23 April 2021, the Company made its second investment, of £100,000, in Voyager Life Limited ("Voyager"), as part of a £671,000 equity fund raising by Voyager. 
 
Voyager, a health and wellness business focused on CBD and hemp seed oil, has developed a range of products under the Voyager and Voyager Life brands, including oils, gummies, bath and skincare products and is already generating revenues. It is currently developing a number of distribution channels which include direct sales, drop shipping, specialist retailers and online marketplaces. The CBD sector is poised for rapid growth, with the UK being one of the world's largest and fastest growing markets for CBD products. Voyager is looking to capitalise on the forecast growth and ongoing regulatory changes in the UK CBD market, which is forecast to be worth more than £1bn by 2025.
 
On 30 June 2021, Voyager announced that it had completed its own IPO and admission to trading on The AQSE Growth Market, with Greencare holding approximately 2.8% of the enlarged issued share capital of Voyager. 
 
Since publication of the Company's 2020 Final Results  in April of this year, Fabio Caretta and Nicholas Lee have both stepped down from the board to focus on their other business interests.  Both departed the Company with the Board's thanks. I was appointed to the board on 12 May 2021 as CEO, and the Company is currently assessing the potential for additional appointees to the board.
 
Outlook 
The Directors strongly believe that the market sectors which the Company is focused upon investing in are going through a very exciting, transitional period, with the Company well placed to deploy funds to take advantage of the forecast growth and changing regulatory landscape. The recent investments in Clearly and Voyager demonstrate the compelling opportunities available for investment. The Board is currently assessing an ever-increasing pipeline of other potential transactions and very much looks forward to updating the market further in the near future. 
 
Richard Tonthat 
Chief Executive Officer 
30 July 2021
 
 
 
Enquiries:
 




Greencare Capital plc
Richard Tonthat, CEO
 


+44 (0)20 7933 8780




Cairn Financial Advisers LLP
AQSE Corporate Adviser
Jo Turner / James Lewis
 


+44 (0)20 7213 0885
 
 
 
 




Walbrook PR Limited
Paul Vann/Nicholas Johnson
 


+44 (0)20 7933 8780
+44 (0)7768 807631
greencarecapital@walbrookpr.com




 

 

Greencare Capital plc
Unaudited Condensed Statement of Comprehensive Income
For the period ended 30 April 2021
 




 


Note


Period ended 30 April 2021 Unaudited £'000


Period ended 30 April 2020 Unaudited £'000


Period ended 30 October 2020 Audited £'000




 


 


 


 


 




 


 


 


 


 




Administrative expenses


 


(102)


(46)


(427)




 


 


 


 


 




Operating loss


 


(102)


(46)


(427)




 


 


 


 


 




Interest income


 


-


-


-




 


 


 


 


 




Loss before tax


 


(102)


(46)


(427)




 


 


 


 


 




Taxation


 


-


-


-




 


 


 


 


 




Loss for the period


 


(102)


(46)


(427)




 


 


 


 


 




Other comprehensive income


 


-


-


-




 


 


 


 


 




Total comprehensive loss for the period


 


(102)


(46)


(427)




 


 


 


 


 




 


 


 


 


 




Earnings/(loss) per share (pence) from continuing operations attributable to owners of the Company:


 


 


 


 




Basic


3


(0.007)


(0.004)


(0.040)




Diluted


3


(0.007)


(0.004)


(0.040)




 


Greencare Capital plc
Unaudited Condensed Statement of Financial Position
As at 30 April 2021
 




 


Note


30 April 2021
Unaudited £'000


30 April 2020 Unaudited £'000


30 October 2020 Audited £'000




 


 


 


 


 




Non-current assets


 


 


 


 




Investments


 


100


-


-




 


 


100


-


-




Current assets


 


 


 


 




Trade and other receivables


 


154


10


38




Cash and cash equivalents


 


1,151


522


1,463




Total current assets


 


1,305


532


1,501




 


 


 


 


 




Total assets


 


1,405


532


1,501




 
Current liabilities


 


 


 


 




Trade and other payables


 


81


83


80




Total current liabilities


 


81


83


80




 


 


 


 


 




Net assets


 


1,324


449


1,421




 


 


 


 


 




Capital and reserves


 


 


 


 




Share capital


2


148


121


148




Share premium


 


1,587


374


1,587




Share based payment reserve


 


118


-


113




Retained earnings


 


(529)


(46)


     (427)




Total equity


 


1,324


449


1,421




 
 
 


Greencare Capital plc
Unaudited Condensed Statement of Changes in Equity
As at 30 April 2021
 




1 January 2020 to 30 April 2020


 


 


 


 


 




 


Share capital


Share premium


Share based payment reserve


Retained earnings


Total




 


£'000


£'000


£'000


£'000


£'000




 


 


 


 


 


 




Balance at 1 January 2020


 


 


 


 


 




 


 


 


 


 


 




Loss for the period


-


-


-


(46)


(46)




Issue of shares


121


374


-


-


495




 


 


 


 


 


 




Balance at 30 April 2020


121


374


-


(46)


449




 


 


 


 


 


 




Loss for the period


-


-


-


(381)


(381)




Issue of shares


27


1,460


-


-


1,487




Share issue costs


-


(138)


-


-


(138)




Share based payments


-


(109)


113


-


4




 


 


 


 


 


 




Balance at 30 October 2020


148


1,587


113


(427)


1,421




 


 


 


 


 


 




Loss for the period


-


-


-


(102)


(102)




Share based payments


-


-


5


-


5




 


 


 


 


 


 




Balance at 30 April 2021


148


1,587


118


(529)


1,324





 





 
 
 
 
 
 


 


 


 




Greencare Capital plc
Unaudited Condensed Statement of Cash Flows
For the period ended 30 April 2021
 


 


 


 




 


6 months to 30 April 2021
Unaudited £'000


Period ended 30 April 2020
Unaudited £'000


 
 
 
Period ended
30 October 2020   Audited £'000




 


 


 


 




Cash from operating activities


 


 


 




Loss before tax


(102)


(46)


(427)




 


 


 


 




Adjustments for:


 


 


 




 


 


 


 




Share based payment charge


5


-


4




(Increase)/decrease in trade and other receivables


(16)


(9)


(38)




Increase/(decrease) in trade and other payables


1


83


80




Net cash used in operating activities


(112)


27


(381)




 


 


 


 




Cash flows from investing activities 


 


 


 




Purchase of investment


(100)


-


-




Loans advanced


(100)


-


-




Net cash from investing activities


(200)


-


-




 


 


 


 




Cash flows from financing activities 


 


 


 




Proceeds from issue of shares (net of issue costs)


-


495


1,844




Net cash from financing activities


-


495


1,844




 


 


 


 




Net cash flow for the year


(312)


522


1,463




 


 


 


 




Cash and cash equivalents at beginning of year


1,463


-


-




Cash and cash equivalents at end of year


1,151


522


1,463



 
 
 
 
 



 
 
 
 
 
 

 

Greencare Capital plc
Notes to the financial statements
For the period ended 30 April 2021
 
 
1. General information
 
Greencare Capital plc is a public limited company limited by shares and was incorporated in England on 1 October 2019 with company number 12237710. Its registered office is 5 Fleet Place, London, EC4M 7RD.
 
The Company's shares are traded on the Aquis Stock Exchange Growth Market under ticker ECP and ISIN number GB00BJBYK814. 
 
The Company's investment strategy is to focus on investments in cannabis sectors within countries that have well-developed and reputable laws and regulations for its production, research and distribution; and the CBD and hemp sectors. 
 
The Company was first incorporated on 1 October 2019 and so the period ended 31 October 2020 represents a 13-month period and the period ended 30 April 2020 represents a 7-month period.
 
The condensed interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The interim results have not been reviewed by the Company's Auditors.
 
The financial information for the period ended 30 April 2021 is prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006. The condensed interim financial statements were authorised for issue on 27 July 2021.
 
2. Share capital




 
 


Number of Ordinary Shares of 0.01 pence each


Amount
£




At 30 April 2020


12,057,474


120,574




At 30 October 2020


14,792,374


147,923




At 30 April 2021


14,792,374


147,923




 


 


 




On incorporation, the company issued 1,000 ordinary shares of £1 each for a cash price of £1 per share.
 
On 9 December 2019, the Company subdivided 1,000 ordinary shares of £1 each into 100,000 ordinary shares of £0.01. At the same time, the Company issued 9,900,000 ordinary shares of £0.01.
 
On 30 December 2019, the Company issued 2,057,374 ordinary shares of £0.01 at a cash price of £0.25 per share.
 
On 30 April 2020, the Company issued 2,735,000 ordinary shares of £0.01 at a cash price of £0.50 per share.
 
The number of warrants outstanding as at the period end was 2,375,878.
 
 
 
3. Earnings per share




 


6 months to 30 April 2021
Unaudited £'000


Period ended 30 April 2020
Unaudited £'000


Period ended 30 October 2020 Audited £'000




Earnings


 


 


 




Loss for the period


(102)


(46)


(427)




 


 


 


 




Number of shares


 


 


 




Weighted average number of shares for the purposes of basic and diluted


14,792,374


 
11,645,899


10,714,296




Basic loss per share (pence)


(0.007)


(0.004)


(0.040)




Fully diluted loss per share (pence)


(0.007)


(0.004)


(0.040)




 
4. Post balance sheet events
On 1 July 2021, the Company announced that it had adopted a new unapproved Employees' Share Scheme (the "2021 Scheme") and made a grant of 360,000 share options to Richard Tonthat with an exercise price of 30.5p.
 
Vesting criteria for options granted under the Scheme are as follows:




Amount vesting


Time conditions


Performance criteria




50% ("Tranche one")


On the business day following the first financial year end following the date of grant


the NAV on the Tranche One Vesting Date not being less than the NAV on the Grant Date




50% ("Tranche two")


On the business day following the second financial year end following the date of grant


the NAV on the Tranche Two Vesting Date being a minimum of 10% higher than the NAV on the Grant Date




 
5. Distribution of interim report
Copies of the Interim Report for the period ended 30 April 2020 are available on the Company's
website, www.greencare.capital.
 

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