REG - Primorus Investments - Half-year Report
29/07/2024 07:00
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RNS Number : 1390Y Primorus Investments PLC 29 July 2024
Primorus Investments plc
("Primorus" or the "Company")
Interim Results for the six months ended 30 June 2024
Primorus Investments plc (AIM: PRIM) is pleased to announce its unaudited
interim results for the six months ended 30 June 2024.
Overview
The last six months continued to have an unstable investment environment
within the UK and global economies. This has depressed market valuations of UK
small cap market participants. With greater uncertainties, investors are
more cautious which has had a negative effect on the asset valuations for some
of Primorus' investments. Despite this, we remain confident in the
longer-term prospects of the investments.
Autodesk Inc. completed the acquisition of Payapps Limited ("Payapps")(the
"Acquisition"), an investee company of Primorus. Primorus received cash
proceeds of approximately USD$6.1m (approximately £4.8m) as part of the
Acquisition.
Following the realisation of Primorus' investment in Payapps, the Company was
pleased to declare a special dividend of 1.5 pence per ordinary share,
amounting to a distribution of proceeds to shareholders of approximately £2.1
million, in aggregate.
Alteration Earth PLC ("ALTE"), a special purpose acquisition company in which
Primorus holds 5,000,000 ordinary shares representing approximately 28% of the
issued share capital, announced that it has entered into non-binding heads of
terms to acquire PRIOR1TY AI PLC.
Primorus has actively looked to increase its investment in Fresho PTY LTD
("Fresho") and acquired 829,808 additional shares during the period, taking
its holding to 4,245,531 shares in Fresho representing approximately 4.32% of
Fresho's issued share capital on a fully diluted basis.
The Company was excited to have the opportunity to purchase 250,000 ordinary
shares in Virtualstock Holdings Limited representing approximately 1.7% of the
issued share capital on a fully diluted basis.
In addition to the above investments, Primorus has placed surplus cash of
£2.1m into the Goldman Sachs Sterling Liquid Reserves Fund. These funds are
available on demand and included in current asset investments in the balance
sheet.
Engage Technology Partners Ltd ("Engage") recently completed a significant
restructuring. This has resulted in a significant dilution to the Company's
holding from 4.49% to 1.97%.
Financial Results
The operating profit for the six months to 30 June 2024 was £2,764,000 (30
June 2023: £512,000 loss). The net profit after tax was £2,764,000 (30 June
2023: £512,000 loss).
Total assets, including cash, at 30 June 2024 amounted to £5.98 million (30
June 2023: £7.21 million).
Outlook
The Board is optimistic that clarity of elections in the UK and further afield
should give more stability to the investment world. This combined with the
potential for lower interest rates and increased economic growth will lead to
significant opportunities for the Company going forward. The Board is
continually seeking new investment opportunities whilst also monitoring its
existing investments to determine when it is appropriate to materialise them.
We look forward to updating shareholders as and when our existing investments
mature, and new investments present themselves.
The Directors would like to take this opportunity to thank our shareholders
and consultants for their continued support.
Rupert Labrum Chairman
29 July 2024
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.
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.
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
James Caithie / Sandy Jamieson
Unaudited Condensed Company Statement of Comprehensive Income
for the six months ended 30 June 2024
6 months to 6 months to Year to
30 June 30 June 31 December
2024 2023 2023
Unaudited Unaudited Unaudited
Notes £'000 £'000 £'000
Continuing operations
Revenue
Investment income 17 40 64
Realised gain/(loss) on disposal of financial investments 3,206 (538) (684)
Unrealised (loss)/gain on market value movement of financial investments (42) 314 465
Total gains/(losses) on financial investments 3,181 (184) (155)
Operating costs (417) (328) (504)
Impairment of financial investments - - (1,690)
Profit/(Loss) before tax 2,764 (512) (2,349)
Taxation - - -
Profit/(Loss) for the period attributable to equity shareholders of the 2,764 (512) (2,349)
company
- - -
Other comprehensive income
Total Comprehensive Income for the year attributable to equity shareholders of
the company
2,764 (512) (2,349)
Profit/(Loss) per share:
Basic profit/(loss) per share (pence) 3 1.977 (0.366) (1.680)
Diluted profit/(loss) per share (pence) 3 1.977 (0.366) (1.680)
Unaudited Condensed Company Statement of Financial Position
as at 30 June 2024
30 June 30 June 31 December
2024 2023 2023
Unaudited Unaudited Audited
Note s £'000 £'000 £'000
ASSETS
Non-current assets
Financial investments 2,941 5,279 2,052
2,941 5,279 2,052
Current assets
Investments 2,925 1,843 2,502
Trade and other receivables 15 49 12
Cash and cash equivalents 95 35 775
3,035 1,927 3,289
Total assets 5,976 7,206 5,341
EQUITY
Equity attributable to equity holders of the parent
Share capital 280 280 280
Retained earnings 5,584 6,754 4,917
Total equity 5,864 7,034 5,197
LIABILITIES
Current liabilities
Trade and other payables 112 172 144
Corporation tax - - -
Total liabilities 112 172 144
Total equity and liabilities 5,976 7,206 5,341
Unaudited Condensed Company Statement of Changes in Equity
for the six months ended 30 June 2024
Total attributable to owners of parent
Share capital Share premium Retained earnings
Unaudited £'000 £'000 £'000 £'000
Balance at 31 December 2022
280 - 7,266 7,546
Loss for the period - - (2,349) (2,349)
Total comprehensive income for the
period - - (2,349) (2,349)
Balance at 31 December 2023 280 4,917 5,197
Profit for the period - - 2,764 2,764
Total comprehensive income for the period - - 2,764 2,764
Dividend paid during the period - - (2,097) (2,097)
Balance at 30 June 2024 280 - 5,584 5,864
Unaudited Condensed Company Statement of Cash Flows
for the six months ended 30 June 2024
6 months to 6 months to Year to
30 Jun 24 30 Jun 23 31 Dec 23
Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flows from operating activities
Operating profit/(loss) before tax 2,764 (512) (2,349)
Adjustments for:
(Profit)/Loss on disposal of financial investments (3,206) 538 684
Fair value movement on financial investments 42 (314) (465)
Impairment provision on unlisted investments - - 1,690
Decrease/(increase) in trade and other receivables (3) (15) 22
(Decrease)/Increase in trade and other payables (32) 62 34
Foreign exchange loss 58 166 133
Interest income on investments - (40) (64)
(377) (115) (315)
Income taxes paid - - -
Net cash used in operating activities (377) (115) (315)
Cash flows from investing activities
Proceeds from sale of financial investments 4,789 36 1,051
Purchase of financial investments (2,995) - (75)
Net cash from/(used in) investing activities 1,794 36 (976)
Dividends (2,097) - -
Cash flow from financing activities (2,097) - -
Net change in cash and cash equivalents (680) (79) 661
Cash and cash equivalents at beginning of period 775 114 114
Cash and cash equivalents at end of period 95 35 775
Notes to the condensed unaudited interim financial statements
1. General Information
The condensed interim financial information for the 6 months to 30 June 2024
does not constitute statutory accounts for the purposes of Section 434 of the
Companies Act 2006 and has not been audited or reviewed. No statutory accounts
for the period have been delivered to the Registrar of Companies.
The condensed interim financial information in respect of the year ended 31
December 2023 has been produced using extracts from the statutory accounts for
that period. Consequently, this does not constitute the statutory information
(as defined in section 434 of the Companies Act 2006) for the year ended 31
December 2023, which was audited. The statutory accounts for this period have
been filed with the Registrar of Companies. The auditors' report was
unqualified and did not contain a statement under Sections 498 (2) or
498 (3) of the Companies Act 2006.
The auditor's report was approved by the Directors on 31 May 2024 and is
available on the Company's website at www.primorusinvestments.com
(http://www.primorusinvestments.com/) .
2. Basis of preparation and accounting
The financial information has been prepared on the historical cost basis. The
Company's business activities, together with the factors likely to affect its
future development, performance and position are set out in the Chairman's
Statement. This statement also includes a summary of the Company's financial
position and its cash flows.
The financial statements have been prepared in accordance with the Companies
Act 2006 and UK-adopted international accounting standards (UK-adopted IAS)
and related interpretations. As permitted, this does not include IAS 34
"Interim Financial Reporting". This condensed set of financial statements
has been prepared applying the accounting policies that were applied in the
preparation of the Company's published financial statements for the year ended
31 December 2023. As these interim financial statements do not include all
of the information or disclosures required in the annual financial statements
they should be read in conjunction with the Company's 2023 annual financial
statements.
3. Earnings per share
Earnings per ordinary share has been calculated using the weighted average
number of shares in issue during the period. The weighted average number of
equity shares in issue was 139,830,968. IAS 33 requires presentation of
diluted EPS when a company could be called upon to issue shares that would
decrease earnings per share or increase the loss per share.
6 months to 6 months to Year ended
30 June 30 June 31 December
2024 2023 2023
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Net profit/(loss) attributable to equity holders of 2,764 (512) (2,349)
the company
Weighted average number of shares 139,830,968 139,830,968 139,830,968
Weighted average number of diluted shares 139,830,968 139,830,968 139,830,968
Basic profit/(loss) per share (pence) 1.977 (0.366) (1.680)
Diluted profit/(loss) per share (pence) 1.977 (0.366) (1.680)
4. Events after the reporting date
There are no events after the end of the reporting date to disclose that have
not already been the subject of an announcement by the Company.
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