AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2024
31/10/2024 09:42
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY WECAP 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.
WeCap plc
AQSE: WCAP
(“WeCap” or the “Company”)
AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2024
CHAIRMAN’S STATEMENT
I am pleased to present the year end results for the Company for the year
ended 30 April 2024.
Holdings
WeShop Holdings Limited
WeCap’s primary holding relates to WeShop Holdings Limited (“WeShop”).
WeShop is a social commerce platform which seeks to be the world's first
shoppable social network, majority owned by the community that uses it. Users
can shop at over 500 top UK retailers & earn shares in WeShop on every
purchase.
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 can 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”.
The list of retailers affiliated to WeShop continues to grow with recent
additions including John Lewis, Argos, Habitat, Sports Direct and
TicketMaster. This adds to the existing list of over 500 UK retailers. 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 WeShares.
We Shop is currently in the process of finalising certain documents for a
listing on a recognised stock exchange. The listing of WeShop will clearly
represent a transformational milestone for the company as it will enable the
user base to trade WeShares in a regulated market through brokerage accounts.
WeCap has 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 holding that CSIL
has is its shareholding in WeShop. The 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 24 November 2024 Converts in to 1,333,333 shares in WeShop
£3.75m CLN in WeShop £2 per share in WeShop Any point up to 24 November 2024 Converts in to 1,875,000 shares in WeShop.
23.5% equity shareholding in CSIL N/A N/A CSIL’s sole asset is 8,333,333 shares in WeShop Holdings Ltd.
There are currently 28,729,636 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 WeCap would hold approximately 3,208,333
shares in WeShop representing 11% of the enlarged WeShop shares, prior to any
other share issuance.
On 27 August 2020, WeCap announced that it had raised funds through a
Discounted Capital Bond (“DCB”) that provided net proceeds of
£4,400,250.78. The DCB was originally due to be repaid on 25 August 2023
but the repayment date, as announced on 4 December 2023, was extended to 24
November 2024. WeCap has been in discussions with the provider of the DCB and
it is both parties’ intention to further extend the repayment of the DCB for
not less than 12 months. In addition, it is the intention for the Company to
covert the CLNs into WeShop equity and discussions have commenced with WeShop
in that regard. The Company will update the market in due course in relation
to both the DCB and CLNs.
During the period the Company invested a further £0.9m into WeShop via the
CLNs which was as a result of the Company raising £1 million by way of a
share placing as announced on 12 December 2023.
Bio2pure
Bio2pure has developed technology to clean up populated waterways. 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 Southeast Asia. WeCap
currently owns 10% of the issued share capital of Bio2pure which was being
held at a carrying value of £100,327 but at 30 April 2024, the Directors
consider the fair value of its investment in Bio2pure to be nil.
Financial Review
The Company’s financial results for the year ended 30 April 2024 show a
loss of £863,682 (2023: loss of £1,454,657). Revenues of £nil (2023:
£nil), administrative costs of £301,755 (2023: £524,653), finance income of
£9,500 (2023: £220,932) and finance costs of £448,100 (2023: £396,263).
The loss for the year includes an unrealised loss on the Company’s
investment in Bio2pure of £100,327 as detailed in Note 11 on page 34.
As at 30 April 2024, the Company had cash reserves of £49,035 (2023:
£149,169).
Extracts from the auditor report:
“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.”
“Basis of qualified opinion
Investment at fair value through profit or loss
The investment in Community Social Investment Limited (‘CSIL’) and WeShop
Holdings Limited (‘WeShop’), is carried at £5,325,534 and £75,003,
respectively on the statement of financial position as at 30 April 2024. We
have not yet obtained sufficient and appropriate audit evidence to satisfy
ourselves as to the valuation of investments of £5,400,537 as at 30 April
2024. Consequently, we were unable to determine whether any adjustments to
these amounts were necessary.
Financial assets at fair value through profit or loss
The investment in two convertible loan notes issued by WeShop, is carried at
£7,750,000 on the statement of financial position as at 30 April 2024. We
have not yet obtained sufficient and appropriate audit evidence to satisfy
ourselves as to the valuation of investments of £7,750,000 as at 30 April
2024. Consequently, we were unable to determine whether any adjustments to
these amounts were necessary.”
Outlook
It is extremely encouraging that WeShop is in the process of finalising
paperwork for a listing on a recognised stock exchange. This will enable
liquidity events for the users of the WeShop platform via its WeShares.
Newsflow from WeShop is now expected to be more regular as we approach a
potential listing which will enable all our shareholders to follow this
critical milestone. The Board looks forward to further updates from our
primary holding in both WeShop and Bio2pure and would like to thank
shareholders for their continued support.
Sandy Barblett
Chairman
31 October 2024
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@WeCapplc.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 2024
30 April 2024 30 April 2023
£ £
CONTINUING OPERATIONS
(Loss)/gain on revaluation of investments at fair value through profit or loss (123,327) (754,673)
Administrative expenses (301,755) (524,653)
OPERATING LOSS (425,082) (1,279,326)
Finance costs (448,100) (396,263)
Finance income 9,500 220,932
LOSS BEFORE TAXATION (863,682) (1,454,657)
Taxation - -
LOSS FOR THE YEAR (863,682) (1,454,657)
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (863,682) (1,454,657)
Basic and diluted earnings per share attributable to owners (0.002) (0.005)
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
30 April 2024 30 April 2023
£ £
NON-CURRENT ASSETS
Property, plant and equipment 344 859
Investments at fair value through profit or loss 5,400,537 100,327
5,400,881 101,186
CURRENT ASSETS
Trade and other receivables 87,935 353,942
Investments at fair value through profit or loss 41,833 64,833
Financial assets held at fair value through profit or loss 7,771,692 12,149,372
Cash and cash equivalents 49,035 149,169
7,950,495 12,717,316
TOTAL ASSETS 13,351,376 12,818,502
CURRENT LIABILITIES
Trade and other payables 42,408 43,293
Interest bearing loans and borrowings 5,914,461 5,466,361
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings - -
TOTAL LIABILITIES 5,956,869 5,509,654
NET ASSETS 7,394,507 7,308,848
EQUITY
Share capital 1,538,754 1,370,087
Share premium 11,480,839 10,741,249
Other reserves 608,782 567,698
Retained earnings (6,233,868) (5,370,186)
TOTAL EQUITY 7,394,507 7,308,848
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
Share capital Share premium Other reserves Retained earnings Total equity
£ £ £ £ £
Balance at 1 May 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 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
Loss for the period - - - (863,682) (863,682)
Total comprehensive income - - - (863,682) (863,682)
Issue of share capital (net of issue costs) 168,667 780,674 - - 3,262,895
Grant of options/warrants - (41,084) 41,084 - -
Balance at 30 April 2024 1,538,754 11,480,839 608,782 (6,233,868) 7,394,507
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 APRIL 2024
Year ended 30 April 2024 Year ended 30 April 2023
£ £
Cash flows from operating activities
Loss for the year (863,682) (1,454,657)
Adjustments for:
Depreciation 515 516
Finance costs 448,100 396,263
Finance income (9,500) (220,932)
Loss on revaluation of investments 123,327 754,673
Decrease/(Increase) in other receivables 191,005 (254,469)
(Decrease)/Increase in trade and other payables (884) 10,494
Net cash outflow from operating activities (111,119) (768,112)
Investing activities
Investment in convertible loan notes (975,000) (2,775,000)
Redemption of convertible loan notes 36,645 -
Net cash outflow from investing activities (938,355) (2,775,000)
Financing activities
Proceeds from issue of ordinary shares (net of issue costs) 949,340 3,262,895
Net cash inflow from financing activities 949,340 3,262,895
Net increase in cash and cash equivalents (100,134) (280,217)
Cash and cash equivalents at beginning of year 149,169 429,386
Cash and cash equivalents at end of year 49,035 149,169
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