Audited Final Results For The Year Ended 30 April 2023
31/10/2023 07:00
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
IamFire plc
AQSE: FIRE
(“IamFire” or the “Company”)
AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2023
CHAIRMAN’S STATEMENT
I am pleased to present the year end results for the Company for the year
ended 30 April 2023.
Investments
WeShop Holdings Limited
IamFire’s primary investments relate to WeShop Holdings Plc (“WeShop”).
WeShop is a social commerce platform which seeks to address the perceived
requirement for humans to connect more meaningfully with eCommerce.
Major social media platforms, existing reward sites, and numerous start-ups
have tried to unlock this opportunity of combining social media with eCommerce
but as yet have not succeeded in any meaningful way. WeShop seeks to bring the
key ingredients of a social commerce play together in a way that could unlock
this enormous opportunity and in so doing can answer the needs of consumers,
retailers, and brand owners. WeShop is a community owned platform that allows
consumers to search for and buy products based on community reviews, and
rewards transactions and reviews with shares in WeShop called “WeShares”.
Following the successful launch of the WeShop app considerable progress has
been made. As announced on 21 September 2023, user downloads at that date
stood at over 290,000, up from 43,000 in November 2022. Total purchases
through the platform now total over 315,000 with an annualised gross
merchandise value (“GMV”) of £72m based on £18m of sales in the 3 months
to 31 August 2023. This represents a 118% increase on the 3 months to 31 May
2023 figure of £33m. As at 31 August 2023, total GMV to date was £38.1m
through the platform, an increase of 89% since 31 May 2023 when total GMV was
£20.1m.
In July 2023, WeShop sponsored SoccerAid for UNICEF. WeShop were principal
partners for what is the world’s biggest celebrity football match. Once a
year, England take on their opponents, the Soccer Aid World XI FC to raise
money for children across the world and give them the best start in life. The
exposure for WeShop at this event resulted in national and international
exposure of the WeShop brand, and continued uptake from various creators and
influencers which enables viral uptake of the app.
The list of retailers affiliated to WeShop continues to grow with recent
additions including John Lewis, Argos, Habitat, Sports Direct, TicketMaster,
booking.com and Skyscanner. This adds to the existing list of over 1,000 UK
retailers.
The metrics so far indicate very positive virality effects, large spends per
customer and customer retention. WeShop has partnered with influencer
platforms such as Sheerluxe (www.sheerluxe.com) and with individual
influencers who share millions of followers in aggregate, to rapidly scale the
user base and drive transactions through the platform. The underlying
foundation of WeShop is to place the ownership of the majority of the company
in the hands of its user base over time, as they are rewarded for purchases
and referral purchases in shares of WeShop (“WeShares”). Once the user
base has reached a critical mass WeShop intends to list on an international
stock exchange.
WeShop conducted a six-figure equity fundraise at a price of £4.76 per share
in July 2023, valuing WeShop at c. £130m giving IamFire a see-through holding
of £22.5m assuming CLNs outlined below convert to equity. WeShop is in
discussions with leading investment banks to assist its aspiration to list on
a globally focused stock exchange and considerable progress is being made in
that regard.
IamFire has investment exposure to WeShop through a series of Convertible Loan
Notes (“CLNs”) directly with WeShop and indirectly through an equity
holding in Community Social Investment Limited (“CSIL”). The only
investment that CSIL has is its shareholding in WeShop. The investment
exposure is outlined in the following table:
Instrument Conversion Price Conversion Date Notes
£4m CLN in WeShop £3 per share in WeShop Any point up to 18 May 2024 Converts in to 1,333,333 shares in WeShop
£2.85m CLN in WeShop (£2.775m at 30 April 2023) £2 per share in WeShop Any point up to 18 May 2024 Converts in to 1,425,000 shares in WeShop. Right to subscribe for up to a further £0.9m in this CLN
£4.5m CLN in CSIL Converted into 2,452,672 shares in CSIL 28 May 2023 23.5% of CSIL. CSIL holds 8,333,333 shares in WeShop. In specie distribution would result in approx. 1,950,000 shares in WeShop
There are currently 28,669,415 shares in issue in WeShop. Should all the
CLNs referred to in the table convert and CSIL conducts a distribution in
specie of its WeShop shares then IamFire would hold approximately 4,708,333
shares in WeShop representing some 16% of the current WeShop shares, prior to
any further share issuance.
On 27 August 2020 IamFire announced that it had raised funds through a
Discounted Capital Bond (“DCB”) that provided net proceeds of
£4,400,250.78. The DCB was due to mature on 25 August 2023 at which point
IamFire would need to have repaid £5,509,039.48. The Company announced on
21 September 2023 that the DCB repayment date has been extended to 25 November
2023 to explore options with the lender.
Bio2pure
Bio2pure has developed technology to clean up populated waterways and has
provided a shareholder update up to July 2023. Since establishing an Indian
subsidiary in 2022 to serve the huge demand and emerging market across the
Indian subcontinent, Bio2pure is beginning to see an increase in revenue but
still requires further investment to continue to develop the Indian market and
make an initial entry into South East Asia. IamFire currently owns 10% of
the issued share capital of Bio2pure which it acquired through the issuance of
4,000,000 IamFire shares at a deemed 20p per share in August 2020. As at 30
April 2023, the Directors consider the fair value of its investment in
Bio2pure to be £100,327 and therefore have impaired its valuation by
£699,673. This was following a fund-raise by Bio2pure in December 2022 where
Bio2pure was valued at £1m.
Financial Review
The Company’s financial results for the year ended 30 April 2023 show a
loss of £1,454,657 (2022: loss of £424,822). Revenues of £nil (2021:
£nil), administrative costs of £524,653 (2022: £373,715), finance income of
£220,932 (2022: £360,000) and finance costs of £396,263 (2022: £396,263).
Administrative costs include £250,000 paid for the right to subscribe to for
the £3.75m CLN as announced on 6 July 2022. The loss for the year includes an
unrealised loss of £699,673 on the Company’s investment in Bio2pure Limited
as detailed in Note 11 on page 35.
As at 30 April 2023, the Company had cash reserves of £149,169 (2022:
£429,386).
Material uncertainty related to going concern
We draw attention to note 1 (accounting policies) in the financial statements,
which indicates that the Company is reliant on either (i) disposing of a
portion of the equity in Community Social Investment Limited (CSIL) or (ii)
conducting a fundraise in order to fund the repayment of the discounted bond
which is due within twelve months or (iii) renegotiation of the discounted
bond repayment date or (iv) attempt renegotiation of the Discounted Capital
Bond to incorporate a conversion mechanism of the DCB into shares in the
Company.
As stated in note 1, these events or conditions, along with the other matters
as set forth in note 1, indicate that a material uncertainty exists that may
cast significant doubt on the Company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Outlook
WeShop is making tremendous progress as it seeks to bring the key ingredients
of social and commerce together in a way that could unlock an enormous
opportunity for consumers, retailers, and brand owners. The traffic across the
WeShop app continues to grow as a result of continued uptake from various
creators and influencers which enables viral uptake of the app especially
having WeShop support events such as Soccer Aid for UNICEF.
The Board looks forward to further updates from our primary investments in
both WeShop and Bio2Pure and would like to thank shareholders for their
continued support.
Sandy Barblett
Chairman
30 October 2023
The Directors of the Company, who have issued this RIS announcement after due
and careful enquiry, accept responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
info@iamfireplc.com
Peterhouse Capital Limited
Corporate Advisor:
Guy Miller: + 44 (0) 20 7220 9795 (Direct)
Narisha Ragoonanthun: + 44 (0) 20 7220 9794 (Direct)
Tennyson Securities Limited
Corporate Broker:
Peter Krens: +44 (0) 20 7186 9033 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
FOR YEAR ENDED 30 APRIL 2023
30 April 2023 30 April 2023
£ £
CONTINUING OPERATIONS
Loss on revaluation of investments at fair value through profit or loss (754,673) (14,844)
Administrative expenses (524,653) (373,715)
OPERATING LOSS (1,279,326) (388,559)
Finance costs (396,263) (396,263)
Finance income 220,932 360,000
LOSS BEFORE TAXATION (1,454,657) (424,822)
Taxation - -
LOSS FOR THE YEAR (1,454,657) (424,822)
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,454,657) (424,822)
Basic and diluted earnings per share attributable to owners (0.005) (0.004)
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023
30 April 2023 30 April 2022
£ £
NON-CURRENT ASSETS
Property, plant and equipment 859 1,375
Investments at fair value through profit or loss 100,327 800,000
101,186 801,375
CURRENT ASSETS
Trade and other receivables 353,942 99,473
Investments at fair value through profit or loss 64,833 119,833
Financial assets held at fair value through profit or loss 12,149,372 9,153,440
Cash and cash equivalents 149,169 429,386
12,717,316 9,802,132
TOTAL ASSETS 12,818,502 10,603,507
CURRENT LIABILITIES
Trade and other payables 43,293 32,799
Interest bearing loans and borrowings 5,466,361 -
5,509,654 32,799
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings - 5,070,098
- 5,070,098
TOTAL LIABILITIES 5,509,654 5,102,897
NET ASSETS 7,308,848 5,500,610
EQUITY
Share capital 1,370,087 1,020,087
Share premium 10,741,249 7,933,038
Other reserves 567,698 463,014
Retained earnings (5,370,186) (3,915,529)
TOTAL EQUITY 7,308,848 5,500,610
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
Share capital Share premium Other reserves Retained earnings Total equity
£ £ £ £ £
Balance at 1 May 2021 593,504 3,708,120 107,618 (3,490,707) 918,535
Loss for the period - - - (424,822) (424,822)
Total comprehensive income - - - (424,822) (424,822)
Issue of share capital 426,583 4,404,417 - - 4,831,000
Grant of options/warrants - (179,499) 355,396 - 175,897
Balance at 30 April 2022 1,020,087 7,933,038 463,014 (3,915,529) 5,500,610
Loss for the period - - - (1,454,657) (1,454,657)
Total comprehensive income - - - (1,454,657) (1,454,657)
Issue of share capital (net of issue costs) 350,000 2,912,895 - - 3,262,895
Grant of options/warrants - (104,684) 104,684 - -
Balance at 30 April 2023 1,370,087 10,741,249 567,698 (5,370,186) 7,308,848
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 APRIL 2023
Year ended 30 April 2023 Year ended 30 April 2022
£ £
Cash flows from operating activities
Loss for the year (1,454,657) (424,822)
Adjustments for:
Depreciation 516 172
Finance costs 396,263 396,263
Finance income (220,932) (360,000)
Loss on revaluation of investments 754,673 14,844
Increase in other receivables (254,469) (86,567)
Share based payments - 355,396
Increase/(decrease) in trade and other payables 10,494 (64,725)
Net cash outflow from operating activities (768,112) (169,439)
Investing activities
Purchase of investments at FVTPL - (60,000)
Purchase of property, plant and equipment - (1,547)
Investment in convertible loan notes (2,775,000) (4,000,000)
Net cash outflow from investing activities (2,775,000) (4,061,547)
Financing activities
Proceeds from issue of ordinary shares (net of issue costs) 3,262,895 4,651,501
Net cash inflow from financing activities 3,262,895 4,651,501
Net increase in cash and cash equivalents (280,217) 420,515
Cash and cash equivalents at beginning of year 429,386 8,871
Cash and cash equivalents at end of year 149,169 429,386
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