Interim Results to 31 October 2024
31/01/2025 07:00
31 January 2025
WeCap plc
AQSE: WCAP
(“WeCap” or the “Company”)
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2024
CHAIRMAN’S STATEMENT
I am pleased to present the interim results for WeCap plc (AQSE: WCAP) for the
period of 1 May 2024 to 31 October 2024. The Company’s strategy remains to
hold its current investments with a view to realising value for our
shareholders. The Company has 2 primary holdings which are outlined as
follows:
WeShop Holdings Limited
About WeShop®
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, which over time will become majority owned by the
community that uses it. Users can shop at over 500 top UK retailers & earn
shares in WeShop on every purchase. Users access the platform via the WeShop
app or at We.Shop website.
Uniquely, WeShop pioneers the mantra of share democratisation delivered
through its revolutionary “ShareBack” mechanism. This results in members
using the platform earning shares in the company with each purchase,
successful recommendation of products to their network or introduction of new
members to the community.
WeShop has pledged to distribute the majority of the company to its user
community as a reward for transactional activity via the platform. It is the
underlying principle of WeShop that the community which creates value in any
social platform, should be rewarded for its usage through ownership.
Listing Process
WeShop is in the process of listing on a recognised stock exchange. Post
period end, WeCap has made the following announcements in relation to its
listing process as follows:
* On 19 November 2024, WeShop confirmed that as part of its listing process on
a recognised stock exchange, its audited accounts for the 12-month periods
ending 31 December 2022 and 31 December 2023 have been signed off by their US
auditor which is Public Company Accounting Oversight Board ("PCAOB")
compliant. The PCAOB regulates the audits of public companies in order to
promote investor protection and further the public interest in the preparation
of informative, accurate and independent audit reports.
* On 24 December 2024, WeShop confirmed it had submitted a draft "Registration
Statement" on Form "F-1" to the Securities and Exchange Commission (the "SEC")
relating to the proposed direct listing of its ordinary shares. The direct
listing is expected to take place after the SEC completes its review process,
subject to market and other conditions.
In addition to the filing of the SEC Form F1, WeShop reported as follows:
* WeShop has now partnered with over 1,500 retailers across North America
including Walgreens, Walmart, Macy's, Sam's Club, Best Buy, Levi's and Kohl's.
* WeShop recently reported Gross Merchandise Sales of over £100,000,000 in
the proof of concept in the United Kingdom.
* Multi-territory platform in final stages of testing with quality assurance.
* System security penetration tests have been successfully completed by an
independent company.
The proposed listing of WeShop will unlock the next and seminal step in the
WeShop journey and open up new global territories for the WeShop app.
WeCap Exposure to WeShop
At period end (31 October 2024), WeCap held Convertible Loan Notes
(“CLNs”) directly in WeShop resulting from its subscription of £7.75m.
In addition, WeCap had a 23.5% equity shareholding in Community Social
Investments Limited (“CSIL”) whose sole asset is 8,333,333 shares in
WeShop.
WeCap’s position at period end is summarised 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 into 1,333,333 shares in WeShop
£3.75m CLN in WeShop £2 per share in WeShop Any point up to 24 November 2024 Converts into 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
Post period end, on 25 November 2024, WeCap announced that it had converted
all CLNs it held in WeShop into 3,208,333 new ordinary shares (“Conversion
Shares”). Following the conversion of these CLNs, WeShop now has 31,937,969
ordinary shares in issue. The WeCap equity interest therefore represents
approximately 10.05% of the WeShop issued share capital.
In addition to the equity holding outlined above, should CSIL make a
distribution in specie of its WeShop shares to CSIL’s shareholders, the
Directors believe that WeCap would receive up to a further 1,958,333 new
ordinary shares in WeShop, increasing WeCap’s equity interest in WeShop to a
total of 5,179,090 ordinary shares representing approximately 16.2% of
WeShop’s issued share capital.
Based on the issue price of WeShop’s ordinary shares in the last equity
raise completed by WeShop at £4.76 per share, the see through value of WeCap
exposure in WeShop would be approximately £24.6m.
Discounted Capital Bond
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.
This was previously extended to 24 November 2024.
Post period end, on 25 November 2024, WeCap announced that by mutual agreement
with the bond holder the repayment date of the DCB has been extended by a
further 18 months to 24 May 2026. The DCB will continue to accrue interest
on the same terms. The amount due under the DCB at maturity stands at
£6,965,000.
Bio2pure
Bio2pure has developed technology to clean polluted waterways, particularly in
developing countries. 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 this market and make its initial entry into
Southeast Asia. WeCap currently owns 10% of the issued share capital of
Bio2pure which is being held at a carrying value of nil.
Subscription and Board Changes
Post period end, on 17 December 2024, the Company announced that it had raised
£172,000 before expenses through a subscription for an aggregate of
20,235,294 new ordinary shares of 0.25p each (“Subscription”) at a price
of 0.85 pence per share (“Subscription Shares”). The Subscription Shares
were allotted to both new and existing sophisticated investors.
In addition, the Company announced the appointment of Tom Richardson to the
Company's board of directors as Non-Executive Chairman.
Tom has over 25 years of experience across banking and oil & gas. He is
currently Chairman of two listed Companies, Fenikso and Coro Energy Plc. Prior
to joining Fenikso, Tom served as CEO of two private companies in the natural
resources and infrastructure sector. He was also CFO of Nostrum Oil & Gas Plc,
a UK premium listed company. Prior to joining Nostrum, Tom worked for ING, JP
Morgan and NM Rothschild, covering investment banking, capital markets and
credit derivatives.
In addition, Sandy Barblett assumed the role of Executive Director with John
Taylor becoming a Non-Executive Director of the Company. Fiona Wilmot retired
as a Non-Executive Director but continues to cover the finance function and
Company Secretary roles through a consultancy arrangement with Orana
Corporate.
Fiona’s contribution as a Director has been invaluable and the Company
remains well served with her continuing to cover the vital finance and
governance functions.
Financial Review
The Company’s financial results for the six months ended 31 October 2024
show a loss of £379,203 (2023: loss of £389,090) which includes
administrative costs of £133,388 (2023: £145,466), revenue of £nil (2023:
£nil), finance income of £7,568 (2023: £5,378) and finance costs of
£235,383(2023: £214,002), related primarily to accrued interest on the
Discounted Capital Bond.
As at 31 October 2024, the Company had cash reserves of £11,651 (2023:
£104,618). These have since been bolstered through the recent equity
fundraise.
The 2024 interim financial report of the Company has not been audited or
reviewed by the Company's auditor, Edwards Veeder (UK) Limited.
Outlook
WeShop's filing of SEC Form 1 and its proposed listing on a recognised stock
exchange is a very significant event and we congratulate the WeShop team on
achieving this major milestone.
The Directors believe that a successful listing of WeShop would represent a
transformational value event for WeCap.
The Board looks forward to updating the market on further progress from our
primary holding in WeShop and we thank our shareholders for their continued
support.
Tom Richardson
Non-Executive Chairman
31 January 2025
The Directors of the Company accept responsibility for the content of this
announcement.
Enquiries:
Company:
info@wecapplc.com
Corporate Advisor:
Peterhouse Capital Limited + 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 to31 October 2024 Year to 30 April 2024 Six months to 31 October 2023
Note (unaudited) (audited) (unaudited)
£ £ £
CONTINUING OPERATIONS
REVENUE - - -
Administrative expenses (133,388) (301,755) (145,466)
Loss on revaluation of investments (18,000) (123,327) (35,000)
OPERATING LOSS (151,388) (425,082) (180,466)
Finance income 7,568 9,500 5,378
Finance costs (235,383) (448,100) (214,002)
LOSS BEFORE TAXATION (379,203) (863,682) (389,090)
Taxation - - -
LOSS FOR THE FINANCIAL PERIOD (379,203) (863,682) (389,090)
Other Comprehensive Income - - -
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (379,203) (863,682) (389,090)
Earnings per share
Basic and Diluted EPS (£) 3 (0.009) (0.002) (0.001)
STATEMENT OF FINANCIAL POSITION
As at 31 October 2023 As at 30 April 2024 As at 31 October 2023
Note (unaudited) (audited) (unaudited)
£ £ £
ASSETS
NON-CURRENT ASSETS
Investments at FVTPL 5,400,537 5,400,537 5,425,861
Tangible fixed asset 86 344 602
5,400,623 5,400,881 5,426,463
CURRENT ASSETS
Trade and other receivables 46,600 87,935 191,503
Investments at FVTPL 23,833 41,833 29,833
Financial assets at FVTPL 7,750,000 7,771,692 6,883,471
Cash and cash equivalents 11,651 49,035 104,618
7,832,084 7,950,495 7,209,425
TOTAL ASSETS 13,232,707 13,351,376 12,635,888
EQUITY
Called up share capital 4 1,538,754 1,538,754 1,370,087
Share premium 4 11,480,839 11,480,839 10,741,249
Other reserves 608,782 608,782 567,698
Retained earnings 4 (6,613,071) (6,233,868) (5,759,276)
TOTAL EQUITY 7,015,304 7,394,507 6,919,758
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and interest 6,149,844 5,914,461 5,680,365
6,149,844 5,914,461 5,680,365
CURRENT LIABILITIES
Trade and other payables 67,559 42,408 35,765
67,559 42,408 35,765
TOTAL LIABILITIES 6,217,403 5,956,869 5,716,130
TOTAL EQUITY AND LIABILITIES 13,232,707 13,351,376 12,635,888
STATEMENT OF CASHFLOWS
Six months to 31 October 2024 Year ended 30 April 2024 Six months to 31 October 2023
(unaudited) (audited) (unaudited)
£ £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year (379,203) (863,682) (389,090)
Adjustments for:
Depreciation 258 515 258
Loss on revaluation of fixed assets 18,000 123,327 35,000
Finance costs 235,383 448,100 214,002
Finance income (7,568) (9,500) (5,378)
(Increase)/decrease in trade and other receivables 41,335 191,005 162,440
Increase/(decrease) in trade and other payables 25,151 (884) (7,528)
Net cash used in operating activities (66,644) (111,119) 9,704
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in convertible loan notes - (975,000) (75,000)
Redemption of convertible loan notes 29,260 36,645 -
Net cash used in investing activities 29,260 (938,355) (75,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of ordinary shares - 949,340 -
Proceeds from redemption of CLN - - 20,745
Net cash generated from financing activities - 949,340 20,745
Net decrease in cash and equivalents (37,384) (100,134) (44,551)
Cash and cash equivalents at beginning of period 49,035 149,169 149,169
Cash and cash equivalents at end of period 11,651 49,035 104,618
STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Other reserves Retained earnings Total Equity
£ £ £ £ £
Balance as at 1 May 2023 1,370,087 10,741,249 567,698 (5,370,186) 7,308,848
Loss for the period - - - (389,090) (389,090)
Total comprehensive loss for the period - - - (389,090) (389,090)
Issue of share capital (net of issue costs) - - - - -
Balance as at 31 October 2023 1,370,087 10,741,249 567,698 (5,759,276) 6,919,758
Loss for the period - - - (474,592) (474,592)
Total comprehensive loss for the period - - - (474,592) (474,592)
Issue of share capital (net of issue costs) 168,667 780,674 - - 949,341
Grant of options/warrants - (41,084) 41,084 - -
Balance as at 30 April 2024 1,538,754 11,480,839 608,782 (6,233,868) 7,394,507
Loss in the period - - - (379,203) (379,203)
Total comprehensive loss for the period - - - (379,203) (379,203)
Issue of share capital (net of issue costs) - - - - -
Balance as at 31 October 2024 1,538,754 11,480,839 608,782 (6,613,071) 7,015,304
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 25 Eccelston Place, London
SW1W 9NF.
1. BASIS OF PREPARATION
These condensed interim financial statements for the period ended 31 October
2024 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 2024, 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 2024 were approved
by the Board of Directors on 31 October 2024 and delivered to the Registrar of
Companies. The report of the independent auditor on those financial statements
was qualified.
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 2024 Year ended 30 April 2024 Six months to 31 Oct 2023
Earnings (£) (379,203) (863,682) (389,090)
Weighted average number of shares (No.) 418,014,017 370,300,775 345,347,350
Effect of dilutive securities – options and warrants - - 23,362
418,014,017 370,300,775 345,370,712
Basic Earnings per share (£) (0.009) (0.002) (0.001)
Diluted Earnings per share (£) (0.009) (0.002) (0.001)
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 2024(unaudited) At 30 April 2024(audited) At 31 October 2023(unaudited)
No. No. No.
Ordinary shares of £0.0025 418,014,017 418,014,017 345,347,350
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.
Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved