Interim Results to 31 October 2023
30/01/2024 07:00
30 January 2024
WeCap plc (formerly IamFire plc)
AQSE: WCAP
(“WeCap” or the “Company”)
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2023
CHAIRMAN’S STATEMENT
I am pleased to present the interim results for WeCap plc (AQSE: WCAP)
(formerly IamFire plc) for the period of 30 April 2023 to 31 October 2023.
The period was dominated by the continued support for the Company’s primary
investment, WeShop Holdings Limited (“WeShop”). In May 2023 the Company
subscribed for a further £150k of Convertible Loan Notes (“CLN”) in
WeShop, each having the right to convert in to shares in WeShop at £2 per
share. At the end of May 2023, WeCap converted its loan note position in
Community Social Investments Limited (“CSIL”), resulting in WeCap
attaining a 23.6% stake in CSIL. CSIL’s sole holding is 8.33m shares in
WeShop. Prior to period end, in September 2023, the Company extended the
maturity date of the Discounted Capital Bond (“DCB”) that Hawk Holdings
Limited holds. This was extended in tandem with the conversion date for our
own CLN position in WeShop.
Post period end the Company conducted an equity raise led by our brokers,
Tennyson Securities, for £1m of gross funds. The majority of the proceeds
enabled the Company to make a further subscription into CLNs with WeShop in
January 2024.
Investments in WeShop and CSIL
WeShop is a social commerce platform, seeking to combine social media with
ecommerce in a market that is expected to exceed £1 trillion by 2025.
WeShop has built a platform that allows consumers to search for and buy
products based on community reviews, and to earn rewards on all transactions
in the form of WeShop shares. Last month, the company reported
triple-digit growth across its platform, with an annualised Gross Merchant
Value transacted growing to £112 million in the three months to November
2024.
At the end of the reporting period, WeCap held £6.85m of CLNs directly in
WeShop. It held the right to subscribe for a further £0.9m in CLNs which it
did so post period end on 16 January 2024. Should the current CLNs convert,
it would result in WeCap holding some 3,208,333 shares in WeShop.
WeCap also holds approximately 23.6% of the issued share capital of CSIL,
following the conversion of its loan in May 2023. CSIL holds 8,333,333 shares
in WeShop as its only asset. WeCap believes that these shares will be
distributed in specie to CSIL shareholders in due course, which would result
in WeCap holding a further 1.96m shares in WeShop.
Key highlights on WeShop during the period:
* WeShop completed a six-figure equity fundraise at a share price of £4.76
per WeShop share, valuing WeShop at c. £130m.
* Sponsorship of SoccerAid for UNICEF resulting in national and international
exposure of the WeShop brand, and continued uptake from various creators and
influencers which enables viral uptake of the app.
* User downloads for the WeShop platform at 31 May 2023 were over 230,000 up
from 43,000 last reported by WeCap on 21 November 2022, now increased to over
350,000.
* Total purchases through the platform totalled over 180,000 with an
annualised gross merchandise value (“GMV”) of £33.4m as at the end of May
2023 (over a 3-month average) compared to the previously reported figure of
£27.9m for March 2023. Total GMV to the end of May was £22.1m through the
platform, increased post-period end to over £66.2m by end November 2023.
* The list of retailers affiliated to WeShop continued to grow with additions
in the reporting period including John Lewis, Argos, Habitat, Sports Direct,
TicketMaster, booking.com and Skyscanner. This added to the existing list of
over 1,000 UK retailers.
Bio2Pure
Bio2pure Limited is developing technology to clean up polluted
waterways. WeCap currently owns 10% of the issued share capital of Bio2pure
which it acquired through the issuance of 4,000,000 WeCap shares at a deemed
price of 20p per share in August of 2020.
Financial Review
The Company’s financial results for the six months ended 31 October 2023
show a loss of £389,090 (2022: loss of £169,560) which includes
administrative costs of £145,466 (2022: £100,946), revenue of £nil (2022:
£nil), finance income of £5,378 (2022: £181,479) and finance costs of
£214,002 (2022: £199,760), related primarily to accrued interest on its
Discounted Capital Bond with Hawk Investment Holdings, the maturity date of
which has since been extended to November 2024.
As at 31 October 2023, the Company had cash reserves of £104,618 (2022:
£79,435).
The 2023 interim financial report of the Company has not been audited or
reviewed by the Company's auditor, PKF Littlejohn LLP.
On 12 December 2023, the Company changed its name to WeCap plc to reflect its
investment philosophy more closely.
Outlook
The Board continues to look forward to the future progress in both of its
primary investments, WeShop and Bio2pure Limited. WeCap will continue to
update the market on these investments in the near term and the Directors
would like to thank shareholders for their continued support.
S Barblett
Chairman
30 January 2024
The Directors of the Company accept responsibility for the content of this
announcement.
Enquiries:
Company:
Sandy Barblett
John Taylor
Fiona Wilmot
info@iamfireplc.com
Corporate Advisor:
Peterhouse Capital Limited
Guy Miller/Narisha Ragoonanthun: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker:
Tennyson Securities Limited
Peter Krens: +44 (0) 20 7186 9033 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
Six months to 31 October 2023 Year to 30 April 2023 Six months to 31 October 2022
Note (unaudited) (audited) (unaudited)
£ £ £
CONTINUING OPERATIONS
REVENUE - - -
Administrative expenses (145,466) (524,653) (100,946)
Loss on revaluation of investments (35,000) (754,673) (50,333)
OPERATING LOSS (180,466) (1,279,326) (151,279)
Finance income 5,378 220,932 181,479
Finance costs (214,002) (396,263) (199,760)
LOSS BEFORE TAXATION (389,090) (1,454,657) (169,560)
Taxation - - -
LOSS FOR THE FINANCIAL PERIOD (389,090) (1,454,657) (169,560)
Other Comprehensive Income - - -
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (389,090) (1,454,657) (169,560)
Earnings per share
Basic and Diluted EPS (£) 3 (0.001) (0.005) (0.0008)
STATEMENT OF FINANCIAL POSITION
As at 31 October 2023 As at 30 April 2023 As at 31 October 2022
Note (unaudited) (audited) (unaudited)
£ £ £
ASSETS
NON-CURRENT ASSETS
Investments at FVTPL 5,425,861 100,327 800,000
Tangible fixed asset 602 859 1,117
5,426,463 101,186 801,117
CURRENT ASSETS
Trade and other receivables 191,503 353,942 85,854
Investments at FVTPL 29,833 64,833 69,500
Financial assets at FVTPL 6,883,471 12,149,372 9,584,920
Cash and cash equivalents 104,618 149,169 79,435
7,209,425 12,717,316 9,819,709
TOTAL ASSETS 12,635,888 12,818,502 10,620,826
EQUITY
Called up share capital 4 1,370,087 1,370,087 1,020,087
Share premium 4 10,741,249 10,741,249 7,933,038
Other reserves 567,698 567,698 463,014
Retained earnings 4 (5,759,276) (5,370,186) (4,085,089)
TOTAL EQUITY 6,919,758 7,308,848 5,331,050
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and interest 5,680,365 5,466,361 5,269,858
5,680,365 5,466,361 5,269,858
CURRENT LIABILITIES
Trade and other payables 35,765 43,293 19,918
35,765 43,293 19,918
TOTAL LIABILITIES 5,716,130 5,509,654 5,289,776
TOTAL EQUITY AND LIABILITIES 12,635,888 12,818,502 10,620,826
STATEMENT OF CASHFLOWS
Six months to 31 October 2023 Year ended 30 April 2023 Six months to 31 October 2022
(unaudited) (audited) (unaudited)
£ £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year (389,090) (1,454,657) (169,560)
Adjustments for:
Depreciation 258 516 258
Loss on revaluation of fixed assets 35,000 754,673 50,333
Finance costs 214,002 396,263 199,760
Finance income (5,378) (220,932) (181,479)
Share based payments - - -
(Increase)/decrease in trade and other receivables 162,440 (254,469) 13,619
Increase/(decrease) in trade and other payables (7,528) 10,494 (12,882)
Net cash used in operating activities 9,704 (768,112) (99,951)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in convertible loan notes (75,000) (2,775,000) (250,000)
Net cash used in investing activities (75,000) (2,775,000) (250,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of ordinary shares - 3,262,895 -
Proceeds from redemption of CLN 20,745 - -
Net cash generated from financing activities 20,745 3,262,895 -
Net decrease in cash and equivalents (44,551) (280,217) (349,951)
Cash and cash equivalents at beginning of period 149,169 429,386 429,386
Cash and cash equivalents at end of period 104,618 149,169 79,435
STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Other reserves Retained earnings Total Equity
£ £ £ £ £
Balance as at 1 May 2022 1,020,087 7,933,038 463,014 (3,915,529) 5,500,610
Loss for the period - - - (169,560) (169,560)
Total comprehensive loss for the period - - - (169,560) (169,560)
Issue of share capital (net of issue costs) - - - - -
Balance as at 31 October 2022 1,020,087 7,933,038 463,014 (4,085,089) 5,331,050
Loss for the period - - - (1,285,097) (1,285,097)
Total comprehensive loss for the period - - - (1,285,097) (1,285,097)
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 as at 30 April 2023 1,370,087 10,741,249 567,698 (5,370,186) 7,308,848
Loss in the period - - - (389,090) (389,090)
Total comprehensive loss for the period - - - (389,090) (389,090)
Issue of share capital - - - - -
Balance as at 31 October 2023 1,370,087 10,741,249 567,698 (5,759,276) 6,919,758
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of the Company is to establish strategic and portfolio
investment opportunities in Social Commerce, Life Sciences and Natural
Resources.
WeCap plc is a public limited company incorporated in England and Wales under
the Companies Act (registered number 07603259). The Company is domiciled in
the United Kingdom and its registered address is Hyde Park House, 5 Manfred
Road, London, SW15 2RS.
1. BASIS OF PREPARATION
These condensed interim financial statements for the period ended 31 October
2023 have been prepared in accordance with the Aquis rules for Companies. As
permitted, the Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this interim financial information. The condensed
interim financial statements should be read in conjunction with the annual
financial statements for the year ended 30 April 2023, which have been
prepared in accordance with UK-adopted International Accounting Standards.
The interim financial information set out above does not constitute statutory
accounts as defined by Section 434 of the Companies Act 2006. It has been
prepared on a going concern basis in accordance with the recognition and
measurement criteria of the UK-adopted International Accounting Standards.
Statutory financial statements for the year ended 30 April 2023 were approved
by the Board of Directors on 30 October 2023 and delivered to the Registrar of
Companies. The report of the independent auditor on those financial statements
was unqualified.
1. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Six months to 31 Oct 2023 Year ended 30 April 2023 Six months to 31 Oct 2022
Earnings (£) (389,090) (1,454,657) (169,560)
Weighted average number of shares (No.) 345,347,350 265,950,090 205,347,350
Effect of dilutive securities – options and warrants 23,362 23,362 96,387
345,370,712 265,973,452 205,443,737
Basic Earnings per share (£) (0.001) (0.005) (0.0008)
Diluted Earnings per share (£) (0.001) (0.005) (0.0008)
1. CALLED UP SHARE CAPITAL
As at the end of the reporting period the issued share capital in the Company
was as follows:
At 31 October 2023 (unaudited) At 30 April 2023 (audited) At 31 October 2022 (unaudited)
No. No. No.
Ordinary shares of £0.0025 345,347,350 345,347,350 205,347,350
Deferred shares of £0.2475 2,047,350 2,047,350 2,047,350
Equity comprises the following:
Share capital: represents amounts subscribed for shares at nominal value
Share premium: represents amounts subscribed for share capital, net of issue
costs, in excess of nominal value.
Retained earnings: represents the accumulated profits and losses attributable
to equity shareholders.
Other reserves represents amounts attributable to share based payments with
the fair value of these payments being measured at grant date and charged to
the income statement. The corresponding entry is credited to other reserves.
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