The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
18 June 2021
Braveheart Investment Group plc
("Braveheart", the "Company" or the "Group")
Final Results for the year ended 31 March 2021 & Notice of AGM
Braveheart Investment Group plc (AIM: BRH) announces its audited annual results for the financial year ended 31 March 2021, highlights of which are set out below:
· Profit per share of 36.30 pence per share (2020: loss of 2.01 pence per share)
· Funds raised of £625K before expenses during the year
· Additional investment into Phase Focus Limited
· Sale of Pharm 2 Farm Limited
· Sale of shares in Remote Monitored Systems Plc
· Continued progress at Paraytec Limited
· Dividend of 42.75p per share was paid in December 2020
For further information:
|
|
Braveheart Investment Group plc |
Tel: 01738 587555 |
Trevor Brown CEO |
|
|
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
David Worlidge / James Reeve / George Payne |
|
|
|
Peterhouse Capital Limited (Joint Broker) |
Tel: 020 7469 0936 |
Heena Karani / Lucy Williams |
|
Chief Executive Officer's Report
I am pleased to report to shareholders for the year ended 31 March 2021.
It has been a tumultuous year, the events of which have impacted our investments in manifold ways set out in some detail in the individual reports which follow.
Our Group strategy continues to be to apply the Board's expertise and financial resources (at the year-end we held £2,142,866 cash on the balance sheet), to those businesses which the Board consider have the greatest potential for outperformance.
In the year under review and since the year end we have continued to develop our Strategic Investments. In particular, we have funded Paraytec Limited to develop the COVID-19 test. The Company now holds investments in five Strategic Investments (including Paraytec) as follows:
· Phasefocus Holdings Limited;
· Paraytec Limited;
· Sentinel Medical Limited;
· Kirkstall Limited;
· Gyrometric Systems Limited;
We have provided details of these investments together with operational updates about each of these companies below. We regard the portfolio of Strategic Investments as the primary way forward for generating significant value for our shareholders. This CEO Report seeks to reflect that fact by focusing on these companies and their development.
During the year, a dividend of 42.75p per share was paid to the shareholders.
Strategic Investments Overview
Paraytec Limited ( Braveheart owns 100% per cent of the company)
Paraytec Limited ("Paraytec") develops high performance specialist detectors for the analytical and life sciences instrumentation market. In addition, the company has undertaken a programme with University of Sheffield to develop a rapid test for identifying cancer and pathogens, including viruses.
As reported on 4 May 2021, the work to develop a COVID-19 test by Paraytec, in conjunction with the University of Sheffield is progressing very well.
In clinical studies, the Paraytec COVID-19 test has been compared with a qPCR test using a total of 52 clinical nasal swab subject specimens, of which 39 were designated as COVID-19 positive during NHS PCR testing and 13 as COVID-19 negative.. The viral load in each specimen was determined by qPCR and specimens containing a range of viral loads were transferred into Paraytec's newly developed Viral Transport Medium to test the laboratory performance of Paraytec's photonics-based test. Using a maximum cycle threshold (Ct) value of 37, Paraytec's q-PCR testing regime has a sensitivity and specificity of 97.4% and 100% respectively. In the laboratory, the Paraytec test achieved 94% sensitivity and 100% specificity. Importantly, these results correspond to clinical specimens with viral loads of approximately 100,000 virions per millilitre or less.
This outcome is important because it demonstrates the ability of the Paraytec test to identify people with relatively low viral loads - many of whom would be asymptomatic individuals or those with early stage infection. The results demonstrate the potential performance advantage of the Paraytec test over lateral flow tests, which have only shown high levels of sensitivity in clinical specimens with relatively high viral loads (typically, 500,000 virions per millilitre and higher).
The team will now take this data to commercial partners and potential licensees, who have requested this information. As previously stated, over the next three months, Paraytec plans to conduct a longitudinal clinical study (where subjects are monitored over time). Paraytec is seeking manufacturers and licensees to take the product to the global market. With regard to the first product manufacture, Paraytec now expects that it will be approximately six months after contractual engagement with a manufacturer.
The Paraytec test is based on the principle of rapid labelling of a pathogen (in this case the SARS-Cov2 virus) with a light-emitting molecule. Importantly, this work has demonstrated the broader capabilities of the photonics-based platform to give a quick and quantified test result. It may be used with various labelling chemistries such as aptamers or antibodies, depending on the user's needs and this enables adoption of this technology for the identification of other pathogens and markers in other therapeutic areas such as oncology.
The NEXUS project, with major biopharmaceutical companies, GSK, Medimmune and Fujifilm Diosynth Biotechnologies, in which Paraytec's technology was used to characterise the therapeutic proteins and 'virus like particles' (VLPs) that are used to deliver new gene therapy drugs has not progressed due to the focus of all parties on work relating to the COVID-19 pandemic. However, project partners still believe Actipix™ technology can be applied across wider aspects of quality control in their bio-pharmaceutical production processes.
Paraytec's grant funded project to deploy its Actipix™ technology in the field of Alzheimer's disease (AD) diagnosis, working with a pan-European consortium of Karolinska Institute, Biomotif, Amsterdam University and MS Vision is progressing well. Prototype instruments are being built, to test blood and cerebrospinal fluid for protein biomarkers. If successful, these instruments will be used by clinicians aim to more accurately diagnose patients and monitor their treatment. The project is due to end in August 2021 and plans for commercialisation are ongoing with system manufacturers who are already part of the project team.
Phasefocus Holdings Limited (Braveheart owns 42.67 per cent of the company)
Phasefocus Holdings Limited ("Phasefocus"), a spin-out from the University of Sheffield, has developed a series of patented computational imaging techniques that have a wide range of applications including live cell imaging, engineering metrology and electron microscopy. The Phasefocus Virtual Lens™ is a novel method for high fidelity quantitative imaging and microscopy. It is known in the scientific literature as "ptychography".
Over the last two years Phasefocus has moved from direct sales to a distribution model. It now has distribution agreements with partners in over 20 countries. This has dramatically increased its customer reach and now covers all nations with significant life science R&D activities.
It has successfully weathered the storm of the COVID pandemic, using this period to enhance its Livecyte™ system, making it much easier to ship and remotely install. As a result of which it was able to continue selling even during the periods of major travel restrictions. Recent installations include, Texas Tech University (USA) and St. George's University (London, UK). A combination of online training, regular webinars and virtual demos has enabled it to continue building the Livecyte™ sales funnel.
As restrictions ease around the world, universities and research laboratories in many territories are investing in live cell imaging, which is essential to answering some of the most pressing questions in the life sciences. Livecyte's integration of the patented label-free Quantitative Phase Imaging technology with state-of-the-art automatic cell tracking algorithms enables users to automatically characterize growth, morphology and motility of large populations of cells in a 96-well plate assay format. As a result, Phasefocus' sales are growing rapidly. In the first 3 months of 2021, the Company recognised more revenue than in the whole of 2020 and its team expect this trend to continue throughout the coming year.
In February 2021, Phasefocus announced a partnership with CELLINK Inc., a world leading bioconvergence company. Combining Livecyte™ with CELLINK's already extensive product portfolio of bioprinters, liquid handlers and bioinks offers researchers a unique opportunity to improve workflow efficiencies in application areas such as drug discovery, regenerative medicine and cell-based assays. CELLINK has already installed a Livecyte™ system in its Boston laboratory, to drive sales in the US market. With over 600 staff, CELLINK has a formidable market reach and both companies believe this partnership will deliver sales of Livecyte™ systems across North America, and in parts of Europe and the Nordics.
Phasefocus continues to work with several major electron microscope manufacturers to develop products using its patented ptychographic imaging technology for the electron microscopy market.
Sentinel Medical Limited (Braveheart owns 38.40% of the company)
Sentinel Medical ("Sentinel") was formed to exploit Paraytec's measurement techniques in the detection and monitoring of bladder cancer from urine samples. This work has been carried out in collaboration with Professor Carl Smythe at Sheffield University.
A prototype instrument was tested with 'live' samples, provided by bladder cancer patients undergoing treatment for their condition, and it was concluded that further enhancements to the sensitivity of the test method were needed.
Paraytec's work associated with the COVID-19 project has demonstrated techniques which, subject to the necessary licence agreements, can now be applied to Sentinel's bladder cancer product. The team believes this would enable Sentinel (or Paraytec) to develop a point-of-care instrument for the diagnosis and monitoring of bladder cancer from urine samples.
Gyrometric Systems Limited (Braveheart currently owns 19.95% of the company)
Pharm2Farm Limited (exited in the period)
During the period, we sold our 51.72% holding in Pharm2Farm Limited to AIM quoted Remote Monitored Systems plc ("RMS") for a total of 310,354,815 new ordinary shares of 0.2 pence each in RMS. The conditional sale was announced on 21 August 2020 and, following approval of a waiver to make a mandatory offer under the City Code by the Panel on Takeovers and Mergers and by RMS shareholders, the transaction was completed on 5 November 2020.
Remote Monitored Systems plc (exited in the period)
On 30 June 2020 the Company announced that it had acquired a total of 119,637,590 ordinary shares of 0.2 pence each in Remote Monitoring Systems plc ("RMS") at a price of 0.275 pence per share for a total consideration of £329,003. In addition, certain of the shares acquired had warrants over new ordinary shares in RMS attached which were exercisable at a price of 0.5 pence per share totalling 10,000,000 warrants. On 13 July 2020 the Company subscribed for an additional 80,000,000 new ordinary shares of 0.2p nominal value each in RMS at a price of 0.25p per share. As a result, Braveheart's holding in RMS increased to 199,637,590 shares, represented approximately 25.79% of the enlarged issued share capital (excluding the warrants over 10 million shares also held by Braveheart). On 21
August 2020 we announced that we had agreed the conditional sale of our 51.72% holding in Pharm 2 Farm Limited ("P2F") to RMS for a consideration of 310,354,815 new Ordinary Shares of 0.2p each in RMS. Completion of this transaction was subject to a variety of conditions including the shareholders of RMS approving the transaction and the Takeover Panel granting a waiver of the Rule 9 obligations arising. The conditions were duly satisfied, and the sale completed on 5 November 2020. The resultant Braveheart holding of 509,990,405 RMS Shares, representing 37.12 per cent of the enlarged share capital of RMS, were sold thereafter at prices ranging from 2.32p to 5.39p per share. As a result Braveheart realised a profit on sale of its investment in RMS of approximately £7.7 million. A substantial portion of these profits were returned to shareholders via a special dividend of 42.75p per share, which was paid in December 2020.
Kirkstall Limited (Braveheart owns 80% of the company)
Kirkstall Limited ("Kirkstall") operates in the market known as 'organ-on-a-chip', where it has developed Quasi Vivo™, a system of chambers for cell and tissue culture in laboratories. Its patented technology is used by researchers in the growing 'organ-on-a-chip' market, where academia and drug development companies need to maintain living cells in a nutrient flow.
With many of Europe's university research labs closed to non-COVID research activities, the past year did not meet expectations for sales. However, now that restrictions are easing, the company has seen an upturn in product sales.
Kirkstall has been running a monthly webinar series, where leading researchers to share their work with others from the 'organ-on-a -chip' community. These have proved very successful during 'lock-down', enabling researchers to demonstrate techniques and learn from others' successful work.
Kirkstall's conference, Advances in Cell and Tissue Culture ("ACTC") 2021 will run twice in virtual format this year. First in June and again in November, with speakers expected from Europe, USA and Asia.
The €4.7m EU grant funded project, CyGenTiG, where Kirkstall is part of a European consortium to develop new techniques for the production of engineered tissues by optogenetics, is progressing well. The project aims to build replacement human organs, by controlling individual cell growth and differentiation. Kirkstall is working with a team of five universities to design, manufacture and test of new cell culture chambers, which may ultimately become a new product range.
Outlook and Strategy
Future prospects abound and your Board will be vigilant in seeking opportunities for enhancing shareholder value as the year progresses.
Fee-based revenue was generated by Braveheart Investment Group Plc. The principal revenue from the Group's operations comprises investment management fees, with total revenue during the year being £60,000 (2020: £60,000). Revenue derived from strategic subsidiary undertakings has decreased by £181,000 from £386,000 in 2020 to £205,000 in 2021. Finance income was £Nil (2020: £Nil), this being interest on outstanding loan notes within the directly held portfolio. On 5 November 2020, the Company sold its shareholding in Pharm 2 Farm Limited in exchange for shares in Remote Monitored Systems Plc. As a result of this, the Company made a profit on disposal of Pharm 2 Farm Limited of £8,931,000 (2020: £Nil). These shares, along with additional shares acquired in Remote Monitored Systems Plc, were sold during the financial year and therefore there was a profit on the disposal of investments in the year of £7,690,000 (2020: £Nil).
As at 31 March 2021, the total number of directly held investments in the portfolio of Strategic Investments and the Portfolio Investments was 19 companies (2020: 20), of which two have been consolidated into Braveheart's accounts. The fair value of the directly held portfolio, excluding the two companies now consolidated into the Company's accounts, was £613,847 (2020: £724,402). During the year the group made investments of £250,000 into one portfolio company, Remote Monitored Systems Plc, as well as acquiring shares in the same company by way of a share for share exchange and the shareholding acquired was subsequently sold. Additionally, the Group acquired and additional shareholding in Phase Focus Holdings Limited, by way of a share for share exchange and the value of this transaction was £203,000. This excludes investments made into investments that are controlled by the Group. Two investments (being Kirkstall and Paraytec) that are considered as Strategic Investments by the Board are now deemed to be 'controlled' by the Company and as a result of this those companies have been consolidated into Braveheart's accounts (but remain categorised by management as Strategic Investments). At the year end, the value of these two investments was £220,622 (2020: £588,318, three companies including Pharm 2 Farm), although the value in the consolidation in terms of goodwill stands at £205,775 (2020: £399,677 three companies including Pharm 2 Farm). Therefore, the fair value of the directly held portfolio (Strategic Investments and Portfolio Investments and including the three investments that have now been consolidated into the Company's accounts) was £1,124,079 (2020: £819,622).
Total income for the year ended 31 March 2021, including realised gains and unrealised revaluation gains and losses, was £16,562,000 (2020: £307,000).
The average number of employees remained at 7 during the period under review. The number of employees working within the Group, excluding employees of Kirkstall and Paraytec, remained at 3 during the year under review. Employee benefits expense was £1,341,000 (2020: £356,000). Other operating and finance costs increased to £954,000 (2020: £450,000).
The total profit after tax increased to £13,907,000 (2020: loss of £563,000), equivalent to a basic profit per share of 36.30 pence (2020: loss per share of 2.01 pence).
Financial Position
The Group's net assets of £2,564,000 (2020: £1,777,000), include goodwill of £206,000 (2020: £399,000).
The carrying value of goodwill was reviewed during the year. The income method was not deemed appropriate for the companies under review due to the difficulty of projecting the future income of these companies, so market value approach was considered more appropriate. As a result of this, goodwill has been reduced by £63,000 for Kirkstall and the other investments were valued higher than the goodwill amount, meaning that no impairment was required for such investments.
At the year end the Group had cash balances of £2,143,000 (2020: £685,000 (including discontinued operations)). There were no material borrowings.
A summary analysis of the Group's performance is as follows:
| 2021 | 2020 | |||
| £'000 | £'000 | |||
Investment management revenue and sales | 269 | 444 | |||
Finance income | - | 3 | |||
Income before portfolio movements | 269 | 447 | |||
Profit on disposal of investments | 7,690 | - | |||
Profit on sale of subsidiary | 8,931 | - | |||
Change in fair value of investments, gain on disposal of investments and movement in contingent liability | (329) | (140) | |||
Total income of continuing activities | 16,561 | 307 | |||
Employee benefits expense (including share- based payments) | (1,341) | (356) | |||
Impairment of goodwill | (63) | (72) | |||
Other operating and finance costs | (955) | (454) | |||
Total costs on continuing activities | (2,359) | (882) | |||
Profit / (loss) before tax - continuing | 14,202 | (575) | |||
Loss on discontinued operations | (69) | - | |||
Tax | (226) | 11 | |||
Total profit/ (loss) and total comprehensive profit / (loss) for the year | 13,907 | (564) | |||
|
|
| |||
|
|
| |||
Opening cash balance | 685 | 1,207 | |||
Increase in portfolio investments | (250) | (126) | |||
Proceeds from sale of equity investments | 17,346 | - | |||
Proceeds from sale of subsidiaries | - | 105 | |||
Dividends paid | (15,859) | - | |||
Warrants and share options exercised | 867 | - | |||
Funds raised - net of share issue costs | 641 | - | |||
Other activities | (1,287) | (501) | |||
Closing cash balance | 2,143 | 685 | |||
|
|
| |||
Net assets | 2,564 | 1,777 | |||
| 2021 | 2020 |
Cash ('£000) | 2,143 | 685 |
Share price (pence) | 70.50 | 10.75 |
Income ('£000) | 269 | 447 |
Through its operations the Group is exposed to a number of risks. The Group's risk management objectives and policies are described in the Corporate Governance Statement. Braveheart is monitoring closely the rapid development of events in relation to the COVID-19 pandemic and all necessary steps have been taken to maintain the integrity of the Company's assets and the health and well-being of our employees.
On behalf of the Board
Trevor E Brown
Chief Executive Officer
Consolidated Statement of comprehensive INCOME for the year ended 31 March 2021
|
|
|
|
|
|
|
2021 |
2020 |
|
|
Notes |
£ |
£ |
|
|
|
|
|
|
Revenue from contracts with customers |
3 |
268,725 |
431,570 |
|
Change in fair value of investments |
|
(329,083) |
(139,859) |
|
Profit on disposal of investments |
4 |
7,690,287 |
- |
|
Profit on sale of subsidiary |
4 |
8,931,434 |
- |
|
Total income |
|
16,561,363 |
291,711 |
|
|
|
|
|
|
Employee benefits expense |
|
(1,340,954) |
(342,016) |
|
Impairment of goodwill |
7 |
(62,543) |
(72,108) |
|
Bargain purchase |
|
- |
34,892 |
|
Other operating costs |
|
(953,791) |
(487,892) |
|
Total operating costs |
|
(2,357,288) |
(867,124) |
|
|
|
|
|
|
Finance costs |
|
(1,745) |
(3,352) |
|
Finance income |
|
150 |
3,278 |
|
Total costs |
|
(2,358,883) |
(867,198) |
|
|
|
|
|
|
Profit/(Loss) before tax |
|
14,202,480 |
(575,487) |
|
|
|
|
|
|
Tax |
|
(226,367) |
10,869 |
|
|
|
|
|
|
Profit/ (Loss) from continuing operations |
|
13,976,113 |
(564,618) |
|
|
|
|
|
|
(Loss)/ Profit from discontinued operations, net of tax |
|
(69,350) |
803 |
|
|
|
|
|
|
Total profit/(Loss) and total comprehensive loss for the year |
|
13,906,763 |
(563,815) |
|
|
|
|
|
|
Profit/(Loss) attributable to : |
|
|
|
|
Equity holders of the parent |
|
13,936,436 |
(575,528) |
|
Non-controlling interest |
|
(29,673) |
11,713 |
|
|
|
13,906,763 |
(563,815) |
|
|
|
|
|
|
Earnings per share |
|
Pence |
Pence |
|
- basic |
5 |
36.30 |
(2.01) |
|
- diluted |
5 |
35.25 |
(2.01) |
|
- from continuing operations - basic |
5 |
36.48 |
(2.01) |
|
- from continuing operations - diluted |
5 |
35.43 |
(2.01) |
|
- from discontinued operations - basic and diluted |
5 |
(0.18) |
- |
|
|
|
|
|
|
consolidated statement of financial position as at 31 March 2021
|
|
|
2021 |
2020 |
|
|
Notes |
£ |
£ |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
|
2,166 |
1,498 |
Intangible assets |
|
|
28,152 |
33,902 |
Goodwill |
|
7 |
205,775 |
399,677 |
Investments at fair value through profit or loss |
|
6 |
613,847 |
724,402 |
|
|
|
849,940 |
1,159,479 |
|
|
|
|
|
Current assets |
|
|
|
|
Inventory |
|
|
98,441 |
137,694 |
Trade and other receivables |
|
|
105,772 |
97,372 |
Cash and cash equivalents |
|
8 |
2,142,866 |
684,891 |
|
|
|
2,347,079 |
919,957 |
|
|
|
|
|
Total assets |
|
|
3,197,019 |
2,079,436 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
|
(591,079) |
(236,091) |
Deferred income |
|
|
(41,843) |
(66,606) |
|
|
|
(632,922) |
(302,697) |
Non-current liabilities |
|
|
|
|
|
|
|
- |
- |
|
|
|
|
|
Total liabilities |
|
|
(632,922) |
(302,697) |
|
|
|
|
|
Net assets |
|
|
2,564,097 |
1,776,739 |
|
|
|
|
|
EQUITY |
|
|
|
|
Called up share capital |
|
|
766,148 |
561,555 |
Share premium reserve |
|
|
2,226,671 |
91,657 |
Share based payment reserve |
|
|
137,200 |
- |
Retained earnings |
|
|
(559,897) |
1,043,955 |
Equity attributable to owners of the Parent |
|
|
2,570,122 |
1,697,167 |
Non-controlling interest |
|
|
(6,025) |
79,572 |
Total equity |
|
|
2,564,097 |
1,776,739 |
Approved for issue by the Board of Directors 17 June 2021 and signed on its behalf by:
Trevor E Brown
CEO
Consolidated Statement of CAsh flows for the year ended 31 March 2021
|
|
|
|
|
|
|
|
2021 |
2020 |
|
|
|
£ |
£ |
Operating activities |
|
|
|
|
Profit/ (Loss) for the year |
|
|
13,906,763 |
(563,815) |
Adjustments to reconcile profit before tax to net cash flows from operating activities |
|
|
|
|
Share based payment |
|
|
400,148 |
- |
Decrease in the fair value movements of investments |
|
|
329,083 |
139,859 |
Profit on disposal of subsidiary |
|
|
(8,931,434) |
- |
Profit on disposal of equity investments |
|
|
(7,690,287) |
- |
Fees taken from investment proceeds |
|
|
78,419 |
- |
Bonus in lieu of cash |
|
|
300,000 |
- |
Non-controlling interest on disposal |
|
|
(92,673) |
- |
Investment movement owed to BBB |
|
|
(15,528) |
- |
Depreciation and amortisation |
|
|
11,755 |
14,187 |
Impairment of goodwill |
|
|
62,543 |
72,108 |
Interest income |
|
|
(150) |
(3,278) |
Taxation |
|
|
(4,136) |
- |
Decrease/ (Increase) in inventory |
|
|
39,253 |
(21,401) |
(Increase) / Decrease in trade and other receivables |
|
|
(8,400) |
121,673 |
Increase / (Decrease) in trade and other payables |
|
|
330,225 |
(111,531) |
Cash flow from operating activities |
|
|
(1,284,419) |
(352,198) |
|
|
|
|
|
Investing activities |
|
|
|
|
Proceeds from sale of investments |
|
|
17,346,338 |
- |
Proceeds from sale of subsidiary |
|
|
- |
105,000 |
Purchase of investments |
|
|
(250,000) |
(126,056) |
Purchase of intangibles |
|
|
(5,549) |
(15,338) |
Purchase of tangibles |
|
|
(1,124) |
(1,660) |
Taxation |
|
|
4,136 |
- |
Interest received |
|
|
150 |
3,278 |
Net cash flow from investing activities |
|
|
17,093,951 |
(34,776) |
|
|
|
|
|
Financing activities |
|
|
|
|
Dividends paid |
|
|
(15,859,160) |
(135,413) |
Warrants and share options exercised |
|
|
866,980 |
- |
Funds raised, net of share issue costs |
|
|
640,623 |
- |
Net cash flow from financing activities |
|
|
(14,351,557) |
(135,413) |
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
|
|
1,457,975 |
(522,387) |
Cash and cash equivalents at the beginning of the year |
|
|
684,891 |
1,207,278 |
Cash and cash equivalents at the end of the year |
|
|
2,142,866 |
684,891 |
|
|
|
|
|
Consolidated Statement of ChAnges in Equity for the year ended 31 March 2021
|
Called up Share Capital |
Share Premium Reserve |
Share based payment Reserve |
Retained Earnings/ (Deficit) |
Total |
Non-controlling interest |
Total Equity |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
At 1 April 2019 |
541,650 |
- |
- |
1,754,896 |
2,296,546 |
(15,096) |
2,281,450 |
Loss and total comprehensive loss for the year Allotment of shares |
- 19,905 |
- 91,657 |
- - |
(575,528) - |
(575,528) 111,562 |
11,713 - |
(563,815) 111,562 |
Dividend paid |
- |
- |
- |
(135,413) |
(135,413) |
- |
(135,413) |
Non-controlling interest on acquisition |
- |
- |
- |
- |
- |
82,955 |
82,955 |
Transactions with owners, recognised directly in equity |
19,905 |
91,657 |
- |
(710,941) |
(599,379) |
94,668 |
(504,711) |
At 1 April 2020 |
561,555 |
91,657 |
- |
1,043,955 |
1,697,167 |
79,572 |
1,776,739 |
Profit and total comprehensive profit for the year Allotment of shares |
- 204,593 |
- 2,135,014 |
- - |
13,936,436 - |
13,936,436 2,339,607 |
(29,673) - |
13,906,763 2,339,607 |
Dividend paid |
- |
- |
- |
(15,859,160) |
(15,859,160) |
- |
(15,859,160) |
Non-controlling interest on disposal |
- |
- |
- |
55,924 |
55,924 |
(55,924) |
- |
Share based payments |
- |
- |
400,148 |
- |
400,148 |
- |
400,148 |
Transfer to retained earnings |
- |
- |
(262,948) |
262,948 |
- |
- |
- |
Transactions with owners, recognised directly in equity |
204,593 |
2,135,014 |
137,200 |
(1,603,852) |
872,955 |
(85,597) |
787,358 |
At 31 March 2021 |
766,148 |
2,226,671 |
137,200 |
(559,897) |
2,570,122 |
(6,025) |
2,564,097 |
|
|
|
|
|
|
|
|
Notes to the financial statements for the year ended 31 March 2021
1 Corporate information
While the financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Group has also published full financial statements that comply with IFRSs available on its website and to be circulated shortly.
The financial information set out in the announcement does not constitute the company's statutory accounts for the years ended 31 March 2021 or 2020. The financial information for the year ended 31 March 2020 is derived from the statutory accounts for that year, which were prepared under IFRSs, on which the auditors gave a qualified report, and which have been delivered to the Registrar of Companies.
The financial information for the year ended 31 March 2021 is derived from the statutory accounts for that year, which were prepared under IFRSs, on which the auditors have given an unqualified report that did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006, and which will be delivered to the Registrar of Companies.
2 Accounting policies
Basis of preparation
The Group financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with the requirements of the Companies Act 2006. The principal accounting policies adopted by the Group are set out in the following notes.
The consolidated financial statements have been prepared on a historical cost basis, except where otherwise indicated. The financial statements are presented in sterling and all values are rounded to the nearest pound (£) except where otherwise indicated.
The Group's business activities (together with the factors likely to affect its future development, performance and position) and its financial position is set out in the Chief Executive Officer's Report.
3 Revenue from contracts with customers
Revenue is attributable to the principal activities of the Group. In 2021 and 2020, all revenue arose within the United Kingdom.
|
|
|
|
2021 |
2020 |
|
|
|
|
£ |
£ |
Investment management |
|
|
3,600 |
(3,242) |
|
Consultancy |
|
|
59,634 |
60,377 |
|
Sale of goods |
|
|
54,333 |
86,094 |
|
Grant income |
|
|
111,181 |
110,208 |
|
Royalties |
|
|
39,977 |
178,133 |
|
|
|
|
|
268,725 |
431,570 |
Of the revenue stated above, £59,634 (2020: £60,377) related to The Lachesis Seed Fund Limited Partnership.
The group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:
|
Investment management |
Consultancy |
Sale of goods |
Grant income |
Royalties |
Total |
|
||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue recognition |
|
|
|
|
|
|
|
|
|
At a point in time |
3,600 |
|
- |
54,333 |
|
111,181 |
- |
169,114 |
|
Over time |
- |
|
59,634 |
- |
|
- |
39,977 |
99,611 |
|
|
3,600 |
|
59,634 |
54,333 |
|
111,181 |
39,977 |
268,725 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue recognition |
|
|
|
|
|
|
|
|
|
At a point in time |
(3,242) |
|
- |
86,094 |
|
110,208 |
- |
193,060 |
|
Over time |
- |
|
60,377 |
- |
|
- |
178,133 |
238,510 |
|
|
(3,242) |
|
60,377 |
86,094 |
|
110,208 |
178,133 |
431,570 |
4 Profit on sale of investment and subsidiary
During the year, the company disposed of its shareholding in Pharm 2 Farm Limited in exchange for 310,354,815 shares in Remote Monitored Systems Plc. The sale was completed on 5 November 2020, and the group made a profit of £8,931,434 on the initial investment of £225,000.
The group also sold 519,992,405 shares in Remote Monitored Systems Plc for £17,424,757. The shares were acquired during the year through a share for share exchange, cash investment and the sale of Pharm 2 Farm Limited. The consideration of these various transactions was £9,734,470, resulting in a profit on disposal of £7,690,287.
5 Earnings per share
Basic earnings per share has been calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year.
The calculations of profit per share are based on the following profit and numbers of shares in issue:
|
2021 |
2020 |
|
£ |
£ |
Profit/ (Loss) for the year |
13,906,763 |
(563,815) |
|
|
|
Weighted average number of ordinary shares in issue: |
No. |
No. |
For basic profit per ordinary share |
38,307,451 |
28,077,751 |
Potentially dilutive ordinary shares |
1,140,000 |
78,675 |
For diluted earnings per ordinary share |
39,447,451 |
28,156,426 |
Dilutive earnings per share adjusts for share options granted where the exercise price is less than the average price of the ordinary shares during the period. At the current year end there were 1,140,000 (2020: 78,675) potentially dilutive ordinary shares.
The diluted loss per Ordinary Share is calculated by adjusting the weighted average number of Ordinary shares outstanding to consider the impact of options, warrants and other dilutive securities. As the effect of potential dilutive Ordinary Shares would be anti-dilutive, they are not included in the above calculation of diluted earnings per Ordinary Share.
6 Investments at fair value through profit or loss
|
Level 1 |
Level 2 |
Level 3 |
|
||
|
Equity investments in quoted companies |
Equity investments in unquoted companies |
Debt investments in unquoted companies |
Equity investments in unquoted companies |
Debt investments in unquoted companies |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
At 1 April 2019 |
- |
- |
- |
688,058 |
- |
688,058 |
Additions at Cost |
- |
- |
- |
126,056 |
- |
126,056 |
Acquisition of REGIC investments |
- |
- |
- |
62,264 |
- |
62,264 |
Transfer to investment in subsidiary |
- |
- |
- |
(25,000) |
- |
(25,000) |
Amount owed to creditors |
- |
- |
- |
12,883 |
- |
12,883 |
Change in Fair Value |
- |
- |
- |
(139,859) |
- |
(139,859) |
At 1 April 2020 |
- |
- |
- |
724,402 |
- |
724,402 |
Additions at Cost |
- |
- |
- |
9,937,470 |
- |
9,937,470 |
Disposals |
- |
- |
- |
(9,734,470) |
- |
(9,734,470) |
Amount owed to creditors |
- |
- |
- |
15,528 |
- |
15,528 |
Change in Fair Value |
- |
- |
- |
(329,083) |
- |
(329,083) |
At 31 March 2021 |
- |
- |
- |
613,847 |
- |
613,847 |
Included in the balance above are investments that would be owed to the British Business Bank through the Revenue Share Agreement. At the year end, an amount of £72,307 would be due to the British Business Bank on disposal. This liability is shown in the accounts within other creditors.
As at 31 March 2021, the group total value of investments in companies was £613,847 (2020: £724,402). The group total change in fair value during the year was a loss of £329,083 (2020: loss £139,859).
Investments, which is made up of equity investments, are designated on initial recognition as financial assets at fair value through profit or loss. This measurement basis is consistent with the fact that the Group's performance in respect of its portfolio investments is evaluated on a fair value basis in accordance with an established investment strategy. When investments are recognised initially, they are measured at fair value.
After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date. Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2015, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.
The Group classifies its investments using a fair value hierarchy. Classification within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant investment as follows:
· Level 1 - valued using quoted prices in active markets for identical assets;
· Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and
· Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
The fair values of quoted investments are based on bid prices in an active market at the reporting date. All unquoted investments have been classified as Level 3 within the fair value hierarchy, their respective valuations having been calculated using a number of valuation techniques and assumptions, notwithstanding that the basis of the valuation methodology preferred by the Group is 'price of most recent investment'. To reflect the potential impact of alternative assumptions and a lack of liquidity in these holdings, a discount of 15% has been applied to all Level 3 valuations. When using the DCF valuation method, reasonably possible alternative assumptions could have a material effect on the fair valuation of investments.
The methodologies used in the year are broken down as follows:
Methodology |
Description |
Inputs |
Adjustments |
% of portfolio valued on this basis |
|||
Fund Raising |
Used for unquoted investments where there has been a funding round, generally within the last twelve months |
The price of the most recent investment |
A liquidity discount is applied, typically 15%. Where last funding round is greater than twelve months then further discounts ranging between 0% and 100% are applied. |
100% |
|||
Earnings |
Used for investments which we can determine a set of listed companies with similar characteristics |
Earnings multiples are applied to the earnings of the company to determine the enterprise value |
A liquidity discount is applied, typically 15% |
0% |
|||
Debt/Loan notes |
Loan investments |
The fair value of debt investment is deemed to be cost less any impairment provision |
Impairment provision if deemed necessary |
0% |
|||
Indicative offers |
Used where an investment is in a sales process, a price has been agreed but the transaction has not yet settled |
Contracted proceeds or best estimate of expected proceeds |
A discount between 5% - 10% is applied to reflect any uncertain adjustments to expected proceeds |
0% |
|||
Discounted cash flow |
Used for companies with long-term cash flows |
Long term cash flows are discounted at a rate considered appropriate for the business, typically 9% - 12.5% |
A liquidity discount is applied, typically 15% |
0% |
|||
Change in fair value in the year: |
|
2021 |
2020 |
|
|||
|
|
£ |
£ |
|
|||
Fair value gains |
|
11,895 |
70,952 |
|
|||
Fair value losses |
|
(340,978) |
(210,811) |
|
|||
|
|
(329,083) |
(139,859) |
|
|||
Details of investments where the nominal value of the holding in the undertaking is 20% or more of any class of share are as follows:
Caledonia Portfolio Realisations Limited ('CPR') holds a 20% aggregate shareholding in Verbalis Limited ('Verbalis'), a design and production of automated language translation systems company . Neither CPR nor the Company is represented on the Board or within management of Verbalis and in the opinion of the directors, this shareholding does not entitle the Company to exert a significant or dominant influence over Verbalis. The carrying value of Verbalis is £nil (2020: £nil).
The Company holds an 18% aggregate holding on Gyrometric Systems Limited, this company has developed a patent protected system of hardware and software to accurately monitor the vibrations in rotating shafts. The Company is represented on the Board and in the opinion of the directors, this shareholding nor the representative entitles the Company to exert a significant or dominant influence over Gyrometric. Following the year end, on 9 June 2021, Braveheart announced that it and Remote Monitored Systems plc ("RMS") had entered into a share purchase agreement with the founders of Gyrometric Systems Limited to return of control of Gyrometric to the founders of the company, David Orton, Dr Paul Orton and Dr Janet Poliakoff. Under the terms of the reorganisation, Braveheart's current 19.5% interest in Gyrometric will reduce to 6.43% and Braveheart will write off its existing loan of £39,200. The termination of the shareholders' agreement and the reorganisation is conditional on the approval of shareholders of RMS at a general meeting of RMS, which is expected to be held in early July 2021.The carrying value of Gyrometric is £1 (2020: £211,420).
The Company holds a 42% aggregate holding on Phase Focus Holdings Limited, has developed a series of patented computational imaging techniques that have a wide range of applications including live cell imaging, engineering metrology and electron microscopy. The Company is represented on the Board and in the opinion of the directors, this shareholding nor the representative entitles the Company to exert a significant or dominant influence over Phase Focus. The carrying value of Phase Focus is £389,913 (2020: £203,287).
The Company holds a 38% aggregate holding on Sentinel Medical Limited, this company is developing a point of care diagnostic device for bladder cancer detection and monitoring . The Company is represented on the Board and in the opinion of the directors, this shareholding nor the representative entitles the Company to exert a significant or dominant influence over Sentinel. The carrying value of Sentinel is £33 (2020: £29).
The registered addresses for these entities are as follows:
Verbalis Limited Frostineb Cottage, Fala, Pathhead, Midlothian, EH37 5TB
Gyrometric Systems Limited Dockholme Lock Cottage, 380 Bennett Street, Long Eaton, Nottingham, NG10 4JF
Phase Focus Holdings Limited 125 Wood Street, London, United Kingdom, EC2V 7AW
Sentinel Medical Limited York House, Outgang Lane, Osbaldwick, York, England, YO19 5UP
7 Goodwill
|
Paraytec |
Kirkstall |
Pharm 2 Farm |
Total |
|
£ |
£ |
£ |
£ |
Cost - At 31 March 2019 |
571,137 |
944,409 |
- |
1,515,546 |
Goodwill on acquisition |
- |
- |
131,359 |
131,359 |
Cost - At 31 March 2020 |
571,137 |
944,409 |
131,359 |
1,646,905 |
Disposals |
- |
- |
(131,359) |
(131,359) |
Cost - At 31 March 2021 |
571,137 |
944,409 |
- |
1,515,546 |
Impairment - At 31 March 2019 |
(293,254) |
(881,866) |
- |
(1,175,120) |
Impairment |
(72,108) |
- |
- |
(72,108) |
Impairment - 31 March 2020 |
(365,362) |
(881,866) |
- |
(1,247,228) |
Impairment |
- |
(62,543) |
- |
(62,543) |
Impairment - 31 March 2021 |
(365,362) |
(944,409) |
- |
(1,309,771) |
Net Book Value - At 1 April 2021 |
205,775 |
- |
- |
205,775 |
|
|
|
|
|
Net Book Value - At 1 April 2020 |
205,775 |
62,543 |
131,359 |
399,677 |
The income approach was not deemed a reliable method for valuing the goodwill of Paraytec, Kirkstall and Pharm 2 Farm. Therefore, the market value method was used in order to ascertain the value of goodwill at the year end.
8 Cash and cash equivalents
|
2021 |
2020 |
|
|
|
£ |
£ |
|
|
Cash at bank and on hand |
2,142,866 |
684,891 |
|
|
Cash balances are held with HSBC Bank plc and Bank of Scotland plc and earn interest at floating rates based on daily bank deposit rates.
9 Posting of audited results for the year ended 31 March 2021 and Notice of AGM
The Company is pleased to announce that it expects to post its audited report and accounts for the year ended 31 March 2021 to shareholders shortly. It is also posting notice of its annual general meeting ("Notice of AGM"), to be held on 14 July 2021 at 10.30 am. Copies of the final report and accounts and the Notice of AGM will also be available to view on the Company's website shortly, at http://www.braveheartgroup.co.uk/.