REG - Primorus Investments - Final Results
03/06/2024 07:00
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RNS Number : 7520Q Primorus Investments PLC 03 June 2024
Primorus Investments plc
("Primorus" or the "Company")
Final Results
Primorus Investments plc (AIM: PRIM) is pleased to report its final results
for the year ended 31 December 2023. The Annual Report & Accounts for
the year ended 31 December 2023 ("Annual Report") are available on the
Company's website, www.primorusinvestments.com
(http://www.primorusinvestments.com) .
Caution regarding forward looking statements
Certain statements in this announcement, are or may be deemed to be,
forward-looking statements. Forward-looking statements are identified by
their use of terms and phrases such as ''believe'', ''could'', "should"
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'',
"expect", ''will'' or the negative of those, variations or comparable
expressions, including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the Directors'
current expectations and assumptions regarding the Company's future growth,
results of operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof), competitive
advantages, business prospects and opportunities. Such forward-looking
statements reflect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors. While management
believes that these forward-looking statements are reasonable as and when
made, there can be no assurance that future developments affecting the Company
will be those that it anticipates.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
For further information please contact:
Primorus Investments plc
Matthew Beardmore, Chief Executive Officer +44 (0) 20 8154 7907
Nominated Adviser
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Sandy Jamieson/James Caithie
Chairman's statement incorporating the strategic report
For the year ended 31 December 2023
Overview
I am pleased to present the Chairman's Statement and Strategic Report for the
financial results of Primorus Investments plc ("Primorus" or the "Company")
for the year ended 31 December 2023.
Introduction
As we reflect on the investment landscape of 2023, there have been a myriad of
challenges that investors faced throughout the year. These challenges stemmed
from both global and domestic factors which have significantly influenced
market dynamics and investment strategies. Conflict continued in Ukraine and
the Middle East. Investment sentiment was hit by supply chain disruptions,
inflationary pressures, and labour shortages contributed to the economic
challenges faced by businesses and investors alike. Central banks took a more
hawkish stance in response to these inflationary pressures, affecting asset
valuations, borrowing costs, and market liquidity. Small caps bore the brunt
and funding became extremely difficult in the final quarters of 2023. Primorus
has remained in a favourable position with conservative cash management
meaning there has been no need to raise funds.
These events have provided both challenges and opportunities for Primorus'
investee companies, with certain investee companies using the situation as an
opportunity and are outperforming expectations.
We continue to look for opportunities to divest from our non-core holdings.
This year it included disposing of TruSpine Technologies plc, Landore
Resources Limited, Rogue Baron Plc and the remaining holding in Supernatural
Foods, the latter which was sold on the secondary market at book cost. Any
non-material divestments will be updated on the website.
Concurrent with reviewing the Company's existing investments, the management
team was also presented with many new proposals and opportunities during the
period. The management team carefully reviewed each opportunity in accordance
with the strategy highlighted previously.
The Directors continue to align themselves with shareholders as demonstrated
by numerous share purchases by Directors on the market culminating in a
current combined director holding approximately 27% of shares in issue.
Investment highlights
· The Company made a further investment of £75,000 into Interpac Ltd
("Interpac"). Interpac was founded in 2013 to create a new corrugation process
for the manufacture of cardboard which is more cost-efficient and
environmentally friendly than current manufacturing processes. Interpac has
already secured initial customer sales, and with the additional investment it
now has the balance sheet to fulfil its early orders and continue its growth
strategy.
· Primorus was repaid all monies owed from Bushveld Minerals Limited
(BMN). The final balance was received in November 2023 and totalled
approximately £925,000 (comprising the total principal amount owed and
accrued interest of 10%).
· Alteration Earth PLC ("ALTE") entered into a binding heads of terms
agreement to acquire the entire issued share capital of Verdant Earth
Technologies Limited. We look forward to ALTE fulfilling its strategy and
delivering value enhancing outcome for its shareholders.
· Fresho Pty Ltd ("Fresho") had another successful year and continued
to progress throughout 2023. Engagement continues to increase year on year,
and this resulted in an annualised gross merchandise volume of $2.4bn. Orders
increased 30% to 480,000 per month with 38% more venues. This resulted in
revenue increasing by 55%. With continued planned investment further
significant growth is forecasted.
· The Payapps group ("Payapps") continued to perform well during 2023
with both sales and revenue growth increasing over the comparative period for
2022. This growth reflects the investments made in the business in 2022 and
has been supported by largely positive macroeconomic conditions in Australia
and the UK post COVID lockdowns in 2022. Sales results have been very strong
within all regions achieving a record sales year. Following the year end
Payapps was purchased by Autodesk Inc. See Note 4 below for further
information.
· Engage Technology Partners Limited ("Engage"), the end-to end
workforce management platform provider, had a difficult year and were seeking
new funding to take them through to breakeven. Subsequent to the year end,
Engage undertook a significant restructure which resulted in the Company's
shareholding in Engage being reduced from 4.49% to 1.97%. We have reflected
the impairment in value of this investment in the financial statements for
this year. See Note 4 below for further information.
· Clean Power Hydrogen ("CPH2") encountered a number of issues.
Supply chain problems meant commissioning and delivery of its first MF220
units experienced delays and therefore impacted planned commissioning
schedules. A further issue was identified in the design and operation of the
cryostat unit. The appointment of a CTO and the manufacturing agreement with
Fabrum Solutions Ltd will hopefully lead to a resolution and accelerate the
delivery of the technology to an ever-growing market.
Primorus holds several legacy investments which do not form part of its
long-term strategy and strategic future goals. Consequently, the Company
intends to dispose of these investments when there is a suitable liquidity
event, or a fair value offer is available.
The legacy investments include Sport80, WeShop, Stream TV and MEVIE. These
investments are classified on the website under non-core investments. In
2023 we completed the sale of our holding in Supernatural Foods.
Primorus will continue to actively manage its investments and liquidity which
may involve holding certain market tradeable investments. Where active
management involves non-material transactions, it will not be reported via an
RNS, but instead, the Company's website shall be updated periodically to
reflect any changes to the investments held by the Company. These changes may
include the purchase of additional shares or the disposal in part or in whole
of any individual investment.
Financial highlights
The operating loss for the year was £2.349 million (2022: loss of £1.513
million). The net loss after tax was £2.349 million (2022: loss of £1.484
million). Total assets including cash at 31 December 2023 amounted to £5.341
million (2022: £7.656 million).
The cash balance was £0.775 million as at 31 December 2023 (2022: £0.114
million)
Investee companies
The majority of the Company's investments in underlying investee companies are
minority investments. Whilst we may offer advice to the management of the
investee companies, specifically about their business objectives and goals,
they can and sometimes do ignore such advice. Similarly, those investee
companies which are privately held do not have similar disclosure obligations
to publicly quoted companies and therefore, any updates they provide about
their businesses can be piecemeal and, in certain cases, non-existent save
where the Board specifically requests an update. The Company does maintain
an open dialog with its investee companies in order to monitor performance.
Primorus has no operational capacity insofar as it pertains to any of its
investee companies, and whilst the Board will look to structure investments in
a format where Primorus can have a high degree of oversight, this was not done
with the Company's historic investments and, as such, there are inherent risks
in that investee companies are not as accountable to the Company as the Board
would prefer them to be. The Board intends, wherever possible, to seek more
oversight in any significant new investments which the Company makes into
private companies or unquoted public companies. It is unlikely the Company
will make investments into either such companies unless there is a clear route
to a relatively near- term liquidity event such as a trade sale or an IPO.
In relation to its investment in ALTE, the Company has a nominated director on
the board to ensure there is oversight on behalf of Primorus. This has been a
significant step for the Company because it is the first investment where the
Company will get an insight into the operation of the investee company and be
able to actively voice its opinions, concerns and constructive advice instead
of being informed of decisions after the event. Hedley Clark was also
appointed as a Non-Executive director on the board of Interpac.
Summary and Outlook
The year under review saw the Company start to gain some meaningful traction.
Although there have been several headwinds for Primorus and the markets in
general, the Board feels the Company is in a strong position to take advantage
of opportunities as they present themselves. The drive to net zero carbon is
clearly necessary for the benefit of the wider community and the Board feels
that it can position Primorus in this investment space for the benefit of the
Company and its shareholders.
The Company did not need to raise any capital in 2023 and the Board sees no
immediate need to do so due to the Company's holdings of liquid instruments
and cash. The Board is not ruling out the possibility of raising capital if
the right opportunity presents itself, but at the time of writing the Company
is not considering any potential investments which would necessitate a capital
raising to be undertaken.
The Board will continue to look at innovative ways to enhance the Company's
value which may involve looking at various alternative company structures.
It is also important to enhance clarity of those investments which the Company
holds. In the past, it has been hard to get an accurate valuation of some of
our investments but as we move towards investments with greater liquidity this
should enable the Company to be valued at a value closer to its net asset
value ("NAV"). Whilst it is usual for investment companies to trade at a
discount to their NAV, the Board believes the Company to be undervalued given
its share price and resultant market capitalisation.
We remain highly focused on costs, especially in these inflationary times and
will always focus on efficiency whilst working to achieve shareholder value.
The Board would like to thank all shareholders for their continued support and
understanding in this period of unsettling and exceptional circumstances and
wish them well during this time.
2024
The Board remains committed to its strategic criteria for each new investment
and has reiterated the core requirements below:
· It must enable Primorus the opportunity to acquire a meaningful
stake in the investee company.
· A clear and realistic exit route must be in place.
· There should be an opportunity for the Board to play an active role
in the investee company's development.
· The Board and the investee company's management team must share a
common vision and strategic alignment.
· The investment committed by the Company will be proportionate to
the risk/reward opportunity.
· There should be a greater opportunity for the Company's
shareholders to benefit directly from the increase in capital values from each
investment.
Our operational targets for the remainder of 2024, in line with our investing
policy, are:
· To continue to focus on applying financial resources diligently,
with controlled corporate costs and focused investment.
· To continue to build working capital, preferably through organic
means, by exiting investments which have generated significant returns on
investment.
· To continue to build our external network and to develop our
managerial team to provide confidence in the market of our abilities to
achieve our strategic business objective of identifying significant
value-enhancing investment opportunities.
· To proactively continue the work the Board has already started to
achieve with the crystallisation of value from certain investment
opportunities which it has identified.
· To continue to review new opportunities and where financially and
operationally practical to make investments in such opportunities which
present the most upside to the Company.
· To retain sufficient capital resources through cash or liquid
investments to enable the Company to have access to immediate capital for the
purposes of deploying into larger positions that are the most strategically
aligned opportunities.
· To divest the non-core investments when suitable liquidity events
arise, or fair value can be achieved by alternative means.
Rupert Labrum
Date 31 May 2024
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2023
2023 2022
Notes £000 £000
Income
Investment income 64 93
Realised loss on financial investments (684) (288)
Unrealised gain/(loss) on financial investments 465 (542)
Gross Loss (155) (737)
Operating expenses
Administrative expenses (504) (401)
Impairment of financial investments 2 (1,690) (375)
Loss before tax (2,349) (1,513)
Taxation - 29
Loss for the year (2,349) (1,484)
Other comprehensive income for the year net of tax - -
Total comprehensive income (2,349) (1,484)
Earnings per share attributable to the ordinary equity holders of the parent
2023 2022
Pence Pence
Basic and diluted (loss) per share 3 (1.680) (1.061)
The notes form part of these financial statements.
The Financial Statements were approved and authorised for issue by the board
of directors on 31 May 2024.
R
Labrum
H Clark
Rupert
Labrum
Hedley Clark
Statement of Financial Position
Company Registration Number 3740688
As at 31 December 2023
2023 2022
ASSETS Notes £000 £000
Non-Current Assets
Financial Investments 2 2,052 5 5,444
2,052 5,444
Current Assets
Financial Investments 2 2,502 2,064
Trade and other receivables 12 34
Bank and cash balances 775 114
3,289 2,212
Total Assets 5,341 7,656
LIABILITIES
Current Liabilities
Trade and other payables 144 110
Total Liabilities 144 110
Net Assets 5,197 7,546
EQUITY
Issued capital and reserves
Share capital 280 280
Retained earnings 4,917 7,266
Total Equity 5,197 7,546
Statement of Changes in Equity
For the year ended 31 December 2023
Share capital Share premium Share based payment reserve Retained earnings Total attributable to owners of the company
£000 £000 £000 £000 £000
Balance at 1 January 2022 280 - 13 8,616 8,909
Loss for the year - - - (1,484) (1,484)
Total comprehensive income for the year - - - (1,484) (1,484)
Share based payment expense - - 121 - 121
Reclassification upon cancellation of share options - - (134) 134 -
Balance at 31 December 2022 280 - - 7,266 7,546
Balance at 1 January 2023 280 - - 7,266 7,546
Loss for the year - - - (2,349) (2,349)
Total comprehensive income for the year - - - (2,349) (2,349)
Balance at 31 December 2023 280 - - 4,917 5,197
The notes form part of these financial statements.
Statement of Cash Flows
For the year ended 31 December 2023
2023 2022
£000 £000
Cash Flows from Operating Activities
Operating loss before tax (2,349) (1,484)
Adjustments for:
Loss on disposal of financial investments 684 288
Fair value movements on financial investments (465) 542
Impairment provision on unlisted investments 1,690 375
Interest income on investments (64) (93)
Net foreign exchange loss/ (gain) 133 (112)
Share based payment expense - 121
Income tax credit - (29)
(371) (392)
Movement in working capital:
Decrease in trade and other receivables 22 -
Increase in trade and other payables 34 66
Cash used in operations (315) (326)
Income taxes paid - (36)
Net cash used in operating activities (315) (362)
Cash flows from investing activities
Proceeds from sale of financial investments 1,051 1,937
Purchase of financial investments (75) (2,402)
976 (465)
Net cash increase/(decrease) in cash and cash equivalents 661 (827)
Cash and Cash Equivalents at beginning of year 114 941
Cash and Cash Equivalents at end of year 775 114
The notes form part of these financial statements.
Notes to the Financial Statements
For the year ended 31 December 2023
1. Accounting Policies
Basis of Preparation
Primorus Investments plc is a public company incorporated and domiciled in the
United Kingdom. The Company's registered office is 48 Chancery Lane, London,
WC2A 1JF. The Company's shares are listed on the AIM market of the London
Stock Exchange.
The Company meets the definition of an investment company.
The Financial Statements are for the year ended 31 December 2023 and 2022 and
have been prepared under the historical cost convention, except for financial
investments measured at fair value.
The financial statements have been prepared in accordance with UK-adopted
international accounting standards in accordance with the requirements of the
Companies Act 2006.
These financial statements have been prepared and approved by the Directors on
31 May 2024 and signed on their behalf by Rupert Labrum and Hedley Clark.
The accounting policies have been applied consistently throughout the
preparation of these financial statements and the financial report is
presented in Pound Sterling (£) and all values are rounded to the nearest
thousand pounds (£000) unless otherwise stated.
Going Concern
The Directors noted the operating losses that the Company has made for the
year ended 31 December 2023. The Directors have prepared cash flow forecasts
for a period of at least twelve months from the date of the approval of these
financial statements.
The cost structure of the Company comprises a high proportion of discretionary
spend and therefore in the event that cash flows become constrained, costs can
be quickly reduced to enable the Company to operate within its available
funding.
These forecasts demonstrate that the Company has sufficient cash and liquid
funds (i.e investments in listed companies) available to allow it to continue
in business for a period of at least twelve months from the date of the
approval of these financial statements. Accordingly, the financial statements
have been prepared on a going concern basis.
It is the prime responsibility of the Board to ensure the Company remains a
going concern. At 31 December 2023 the Company had cash and cash equivalents
of £775,000. The Company also has listed financial investments of
£868,000 as at 31st December 2023. Following the year end the Company
disposed on one of its unlisted investments for approximately USD 6.1
million, further enhancing its cash reserves (see Note 4 below for further
details). The Company has minimal contractual expenditure commitments and
the Board considers the present funds, including those raised from the sales
of its unlisted investment, and future disposals of its listed financial
investments sufficient to maintain the working capital of the Company for a
period of at least 12 months from the date of signing the Annual Report and
Financial Statements. For these reasons the Directors adopt the going concern
basis in preparation of the Financial Statements.
2. Financial investments
£000 £000 £000 £000
Level 1 Level 2 Level 3 Total
Fair Value at 31 December 2021 633 - 7,409 8,042
Additions 2,153 - 1,552 3,705
Transfer 350 - (350) -
Fair value changes (542) - - (542)
Loss on disposals (288) - - (288)
Disposal (696) - (2,450) (3,146)
Impairment (provision)/reversal (407) - 32 (375)
Foreign Exchange - - 112 112
Fair Value at 31 December 2022 1,203 - 6,305 7,508
Additions - - 75 75
Interest - Unlisted Convertible Loan - - 64 64
Fair value changes 465 - - 465
Loss on disposals (684) - - (684)
Disposal (116) - (935) (1,051)
Impairment provision - - (1,690) (1,690)
Foreign Exchange - - (133) (133)
Fair Value at 31 December 2023 868 - 3,686 4,554
The 2023 financial assets are split as follows:
Current assets - listed 868 - - 868
Current assets - unlisted - - 1,634 1,634
Non-current assets - unlisted - - 2,052 2,052
Total 868 - 3,686 4,554
The 2022 financial assets are split as follows:
Current assets - listed 1,203 - - 1,203
Current assets - unlisted convertible loans - - 861 861
Non-current assets - unlisted - - 5,444 5,444
Total 1,203 - 6,305 7,508
£000 £000 £000 £000
Level 1 Level 2 Level 3 Total
Loss on investments held at fair value through profit or loss for 2023
Fair value gain on investments 465 - - 465
Realised loss on disposal of investments (684) - - (684)
Net loss on investments held at fair value through profit or loss (219) - - (219)
Loss on investments held at fair value through profit or loss for 2023
Fair value gain on investments
465
-
-
465
Realised loss on disposal of investments
(684)
-
-
(684)
Net loss on investments held at fair value through profit or loss
(219)
-
-
(219)
£000 £000 £000 £000
Level 1 Level 2 Level 3 Total
Loss on investments held at fair value through profit or loss for 2022
Fair value gain on investments (542) - - (542)
Realised loss on disposal of investments (288) - - (288)
Net loss on investments held at fair value through profit or loss (830) - - (830)
Loss on investments held at fair value through profit or loss for 2022
Fair value gain on investments
(542)
-
-
(542)
Realised loss on disposal of investments
(288)
-
-
(288)
Net loss on investments held at fair value through profit or loss
(830)
-
-
(830)
Level 1 represents those assets, which are measured using
unadjusted quoted prices for identical assets.
Level 2 applies inputs other than quoted prices included in
Level 1 that are observable for the assets either directly (as prices) or
indirectly (derived from prices).
Level 3 applies inputs, which are not based on observable
market data.
Investments are held at fair value through profit and loss using a three-level
hierarchy for estimating fair value.
The Directors have reviewed the carrying value of the investments and have
determined an impairment is required of £1,689,777 (2022: £374,805). This
represents an impairment of £1,617,561 in respect of Engage Technology
Partners Limited and £100,000 in respect of SOA Energy UK Limited. The
directors have also reversed a previous impairment of £7,984 in respect of
the Supernatural Foods Limited shares that were disposed of during the year
and £19,800 in respect of Sport80 plc, which is still held by the Company.
Investments comprise both listed and unlisted investments. The listed
investments are traded on stock markets throughout the world and are held by
the Company as a mix of strategic and short-term investments.
Significant additions and disposals during the year and subsequent to the year
end
Disposal in Bushveld Minerals Limited
During the year the Company was repaid the convertible loan note owed by
Bushveld Minerals Limited. The final payment was received in November
2023. During the year the Company received £64,000 of interest on the
outstanding loan notes.
Sale of Payapps Limited ("Payapps)
Following the year end Payapps was purchased by Autodesk Inc. This resulted
in the Company receiving approximately USD 6.1m. The purchase was for the
the Payapps' Construction Payment Management businesses (Payapps, GCPay and
Webcontractor) and the acquisition did not include the Facilities Management
("FMI") business, which was separated out of Payapps prior to the closing of
the acquisition and retained for the benefit of Payapps' existing
shareholders. A separate sale process will be conducted with the net proceeds
from the sale of the FMI business to be distributed to Payapps shareholders as
additional consideration.
Impairment in value of Engage Technology Partners Limited ("Engage")
In April 2024 Engage undertook a significant restructure which resulted in the
Company's shareholding in Engage being reduced from 4.49% to 1.97%. This
dilution, along with a reassessment by the directors of the current valuation
of Engage, has resulted in a reduction in the carrying value of Engage in the
Company's balance sheet to £158,000, approximately an 89% reduction.
Purchase of shares in Virtualstock Holding Limited
In May 2024 the Company purchased 250,000 shares in Virtualstock Holdings
Limited for £2.00 per share, a total investment of £500,000.
Significant additions and disposals in 2022
Mustang Energy PLC ("Mustang") and Bushveld Minerals Limited ("Bushveld")
In January 2022 the Company sold $1.0 million of its US$2.5 million CLN in
Mustang , plus accrued interest, to certain existing Mustang CLN investors. In
March 2022 the Company converted the remainder of the CLN plus accrued
interest in Mustang to a CLN in Bushveld. In April and May 2022 the Company
exercised its rights under the CLN with Bushveld and converted a total of
£411,000 of the CLN to shares, of which it subsequently disposed. The CLN is
due to be repaid on 14th July 2023, along with accrued interest.
Clean Power Hydrogen PLC
In February 2022 the Company invested £1.0 million in Clean Power Hydrogen
PLC, a manufacturer of the membrane-free electrolyser which is used to create
hydrogen and medical grade oxygen. The company is listed on the UK Alternative
Investment Market.
Rambler Metals & Mining PLC ("Rambler")
During the year 2022 the Company acquired £514,000 of shares and sold
£114,000 of shares in Rambler. In 2023 Rambler went into liquidation. As a
result, the directors have made an impairment provision for the full value of
the remaining shares.
3. Earnings per share
Basic and diluted earnings per share 2023 2022
From continuing operations attributable to the ordinary equity holders of the (1.680) (1.061)
Company
Total basic and diluted earnings per share attributable to the ordinary equity (1.680) (1.061)
holders of the Company
The calculation of the loss per share is based on the loss after taxation 2023 2022
divided by the weighted average number of shares in issue during the period:
£000 £000
Loss for the year (2,349) (1,848)
Weighted average number of shares used as the denominator
2023 2022
Weighted average number of ordinary shares used as the denominator in 139,830,968 139,830,968
calculating basic earnings per share
Options - -
Weighted average number of ordinary shares and potential ordinary shares used 139,830,968 139,830,968
as the denominator in calculating diluted earnings per share
4. Events after the reporting date
Following the year end Payapps was purchased by Autodesk Inc. This resulted
in the Company receiving approximately USD 6.1m. The purchase was for the
Payapps' Construction Payment Management businesses (Payapps, GCPay and
Webcontractor) and the acquisition did not include the Facilities Management
("FMI") business, which was separated out of Payapps prior to the closing of
the acquisition and retained for the benefit of Payapps' existing
shareholders. A separate sale process will be conducted with the net proceeds
from the sale of the FMI business to be distributed to Payapps shareholders as
additional consideration.
In March 2024 the Company announced the payment of a special dividend to
shareholders of 1.5p per share, amounting to a distribution of proceeds to
shareholders of approximately £2.1m, in aggregate. This dividend was paid
to shareholders on 10(th) April 2024.
Since the year end the Company has acquired an additional 329,808 shares ins
Fresho Pty Limited at an average price of AUD$0.862 per share for a total
consideration of AUD$284,301.
In April 2024 Engage undertook a significant restructure which resulted in the
Company's shareholding in Engage being reduced from 4.49% to 1.97%. This
dilution, along with a reassessment by the directors of the current valuation
of Engage, has resulted in a reduction in the carrying value of Engage in the
Company's balance sheet to £158,000, approximately an 89% reduction.
In May 2024 the Company purchased 250,000 shares in Virtualstock Holdings
Limited for £2.00 per share, a total investment of £500,000.
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