Final Results

RNS Number : 0675T

Vela Technologies PLC

30 September 2014

 



Vela Technologies plc

("Vela" or the "Company")

Final results for the year ended 31 March 2014

30 September 2014

chairman's statement

for the year ended 31 March 2014

Introduction

The year ended 31 March 2014 has been a year of investment activity for the Company. During this period, it has invested over £500,000 in opportunities in the technology sector.

Financial

During the year no investment realisations were made and no income was received from investments which resulted in a loss for the year of £118k. The net asset value of the Company as at 31 March 2014 was £839k.

The Company's investment portfolio at 31 March 2014 consisted of:

Category                             Principal Investments                                                                       Cost (£)

Unlisted                               Advance Laser Imaging                                                                       75,000

                                              Disruptive Tech Limited                                                                     250,000

                                              Portr                                                                                                          35,000

                                              Stream TV Networks                                                                             64,000

                                              Rosslyn Analytics                                                                                100,002

Total investment portfolio                                                                                                                524,002

Cash                                                                                                                                                        9,000

Total                                                                                                                                                    533,002

Portfolio Summary

Advance Laser Imaging uses cutting edge laser scanning hardware and advanced software applications to produce360 degree view, 3D images. The technology has been applied to over 300 investigations and security projects. Target markets are Military, Property development, Insurance, Blue Light services and others.

Disruptive Tech Limited based in Gibraltar manages investments in a number of disruptive technology enterprises.

Portr provides convenient and flexible concierge focussed airport-hotel/home and any airport to airport luggage transfer for business and leisure customers.  On 12^th May 2014 the Company announced a further £50,000 investment in Portr.

Stream TV Networks is a Philadelphia-based new media company which owns proprietary software, Ultra-D,  enabling consumers to view 3D media without glasses and from any angle that can be used for PCs, Tablets, TVs.

Rosslyn Analytics is focussed on cloud based data analytics. Raised £2.1m pre IPO late 2013 and IPO'd on AIM in April 2014 raising £10m.  Rosslyn is the first of the Company's portfolio companies to achieve a flotation.  Post period end Vela has invested a further £30,226 and now owns 403,368 shares in Rosslyn Data Technologies Plc.

In May 2014 the Company announced an investment of £100,000 in a £1m series B funding for The Social Superstore Limited, a social commerce platform which is being built for launch in 2014.

On 22 April 2014 the Company invested £35,262.50 in Imaginatik, an AIM-listed full service innovation provider offering a range of technology products and consultancy, and the company retains a holding of 525,000 ordinary shares in Imaginatik as at 30 September 2014.

Subscription to raise £325,000

On 25 March 2014 the Company announced that it had completed a subscription with Gilbert Elliott Holdings Ltd to raise gross proceeds of £325,000 through the issue of 65,000,000 new ordinary shares of 0.1 pence each in the Company (the "Subscription Shares"). On 31 March 2014 the Company made a further announcement detailing that the Subscription Shares had been issued and allotted on 26 March 2014, that admission of the Subscription Shares to trading on AIM had taken place and that receipt of subscription monies was expected by 2 April 2014. As at today's date the Company has yet to receive £12,500 of the proceeds of the subscription from Gilbert Elliott and the Company is considering its options in respect of the unpaid subscription monies. Further announcements will be made in due course.

Outlook

The company is focussed on achieving further returns from within its current portfolio, whilst seeking to add more interesting and attractive investments.  The board believe that the current portfolio represents an exciting mix of companies, a number of which are poised for significant further developments.

Newsflow to date from our investments provides Vela with a strong base from which we look forward to further exciting developments over the next 12 months.

Your directors look forward to an interesting future for your company.

N Brent Fitzpatrick MBE

Chairman

For further information please contact:

Vela Technologies plc
Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director	Tel: [phone]
Allenby Capital Limited
Nick Athanas/Katrina Perez/James Reeve	Tel: [phone]

The board of Vela also announces that the Annual General Meeting of the Company (the "AGM") will be held at the offices of Allenby Capital Limited, 3 St Helen's Place, London, EC3A 6AB on 11 November 2014 at 10 a.m. The Company's Annual Report and Accounts and notice of AGM will be posted to shareholders today and will be available to view and download on the Company's website at www.velatechplc.com in accordance of AIM Rule 20. 

statement of comprehensive income

for the year ended 31 March 2014

		31 March	31 March
		2014	2013
	Notes	£'000	£'000
Revenue	1	4	-
Administrative expenses
- share-based payments		-	(2)
- other administrative expenses		(167)	(561)
- Amounts written off in CVA	7	-	430
Total administrative expenses	2	(167)	(133)
Loss from operations		(163)
Profit on disposal of subsidiary		-	273
Profit/(loss) before tax		(163)	140
Income tax	5	45	(45)
Profit/(loss) and total comprehensive income		(118)	95
Attributable to:
Equity holders of the company		(118)	95
Earnings per share
Basic and diluted earnings/(loss) per share (pence)	6	(0.10)	0.47

statement of financial position

as at 31 March 2014

		31 March	31 March
		2014	2013
	Notes	£'000	£'000
Non-current assets
Investments	8	524	-
Current assets
Trade and other receivables	9	306	11
Cash and cash equivalents	12	9	104
Total current assets		315	115
Total assets		839	115
Equity and liabilities
Equity
Called up share capital	11	222	4,912
Capital redemption reserve		-	13,188
Share premium account		723	24,032
Retained earnings		(147)	(42,093)
Total equity		798	39
Current liabilities
Trade and other payables	10	41	76
Total liabilities		41	76
Total equity and liabilities		839	115

These financial statements were approved by the Board, authorised for issue and signed on their behalf on 30 September 2014 by:

Nigel Brent Fitzpatrick MBE

Chief Executive Officer

Company registration number: 03904195

cashflow statement

for the year ended 31 March 2014

		31 March	31 March
		2014	2013
	Notes	£'000	£'000
Operating activities
(Loss)/Profit before tax		(163)	140
Share-based charge		-	2
(Increase)/Decrease in receivables		(295)	40
(Decrease)/Increase in payables		(35)	86
Gain on Company Voluntary Arrangement		-	(430)
(Utilisation) of provision for onerous lease		-	(42)
Profit on disposal of subsidiaries		-	(273)
Tax charge		45	(45)
Total cash flow from operating activities		(448)	(522)
Investing activities
Consideration for disposal of investment in subsidiary		-	323
Consideration for purchase of investment		(524)	-
Total cash flow from investing activities		(524)	323
Financing activities
Issue of ordinary share capital		154	60
Share premium on the issue of ordinary share		723	240
Total cash flow from financing activities		877	300
Net (decrease)/increase in cash and cash equivalents		(95)	101
Cash and cash equivalents at start of year/period		104	3
Cash and cash equivalents at the end of the year/period	12	9	104
Cash and cash equivalents comprise:
Cash and cash in bank		9	104
Cash and cash equivalents at end of year/period	12	9	104

statement of changes in equity

for the year ended 31 March 2014

			Capital	Share-based
	Share	Share	Redemption	payment	Retained	Total
	Capital	Premium	Reserve	reserve	earnings	equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 April 2013	4,912	24,032	13,188	-	(42,093)	39
Transactions with owners
Capital reoganisation	(4,844)	(24,032)	(13,188)	-	42,064	-
Issue of share capital	154	723	-	-	-	877
Loss for the year and total comprehensive income for the year	-	-	-	-	(118)	(118)
Balance at 31 March 2014	222	723	-	-	(147)	798
Balance at 1 April 2012	4,852	23,792	13,188	1,176	(43,366)	(358)
Share options charge	-	-	-	2	-	2
Share options lapse	-	-	-	(1,178)	1,178	-
Issue of share capital	60	240	-	-	-	300
Transactions with owners	60	240	-	(1,176)	1,178	302
Profit for the period and total comprehensive loss for the period	-	-	-	-	95	95
Balance at 31 March 2013	4,912	24,032	13,188	-	(42,093)	39

notes to the financial statements

for the year ended 31 March 2014

1 Revenue and segmental information

The Company is an investment company and as such there is only one identifiable operating segment, being the holding and support of investments.  Furthermore the Company operates in a single geographic segment being the United Kingdom.  The results and balance and cashflows of the segment are as presented in the primary statements.  Revenue received in the period under review represents the accrued value for interest receivable from loan notes held in Stream TV Networks.

2 Loss from operations

Loss from operations is stated after charging:

	31 March	31 March
	2014	2013
	£'000	£'000
Auditors' remuneration for auditing of accounts	14	14
Auditors' remuneration for non-audit services	6	2
Operating lease rentals	-	-
Share-based payment charge	-	2

3 Staff costs

The average number of persons employed by the Company (including Directors) during the period was as follows:

	31 March	31 March
	2014	2013
Directors and senior management	2	2
Management	-	-
Non-management	-	-
Total	2	2

The aggregate payroll costs for these persons were as follows:

		31 March 2014	31 March 2013
Aggregate wages and salaries		-	271
Social security costs		-	-
Share-based payments		-	-
Pensions costs		-	-
		-	271

4 Directors and senior management

Directors' remuneration

	31 March 2014
	Salary	Fees	Pension	Equity	Total
	£'000	£'000	£'000	£'000	£'000
N B Fitzpatrick	-	18	-	-	18
A Laiker	-	9	-	-	9

		31 March 2013
		Salary		Fees		Pension		Equity	Total
		£'000		£'000		£'000		£'000	£'000
A Moss (resigned 5 March 2013)	271		-		-		-		271
N B Fitzpatrick	-		3		-		-		3
A Laiker	-		-		-		-		-
	271		3		-		-		274

Directors' and senior management's interests in shares

The directors who held office at 31 March 2014 held the following shares:

		31 March 2014	31 March 2013
A Moss (resigned 5 March 2013)		-	-
N B Fitzpatrick		-	-
A Laiker		1,916,724	1,916,724

The total share-based payment costs in respect of options granted are:

	31 March	31 March
	2014	2013
	£'000	£'000
Directors	-	-
Non-management	-	2

5 Tax

	31 March 2014	31 March 2013
	£'000	£'000
Current tax:
UK tax	(45)	45
Tax charge	(45)	45

The deferred tax asset relating to the losses has not been recognised due to uncertainty over the existence of future taxable profits against which the losses can be used.  The Company has unused tax losses of £3,736k (2013 : £3.577k).

Tax reconciliation

	31 March	31 March
	2014	2013
	£'000	£'000
(Loss)/Profit before tax	(159)	140
Tax at 24% (2013: 24%) on loss before tax	(38)	34
Effects of:
Other expenses not deductible	-	21
Utilisation of losses	(7)	(10)
Total tax (credit)/expense	(45)	45

6 Earnings per share

Earnings per share has been calculated on a loss after tax of £128,000 (period to 31 March 2013: £95,000 profit) and the weighted number of average shares in issue for the year of 122,943,751   weighted (31 March 2013: 20,008,076 weighted).

Reconciliation of the profit and weighted average number of shares used in the calculations are set out below:

	31 March  2014	31 March 2013
(Loss)/Profit (£'000)	(120)	95
Earnings per share (pence)	(0.10)	0.47

7 Amounts written off in CVA

On 21 December 2012 the Company entered a company voluntary arrangement ("CVA") and on 14^th January 2013 the Company's creditors and members approved the CVA proposed by the previous directors of the Company who resigned on 18^th January 2013.  Since this approval the Joint Supervisors have established all claims and despatched payments in respect of valid claims at the rate set in the approved arrangement being 17 pence in the pound before administrators' costs.  The first and final dividend was paid on 29 April 2013 at a rate of 15.96 pence in the pound.  The CVA was successfully completed on 29 August 2013 and a credit of £430k was recognised in the accounts for the period ended 31^st March 2013.

In December 2012 new investors conditionally subscribed for a number of ordinary shares, which generated substantial funds into the Company.  Net funds received of some £280,000 allowed £99,189 to be used for the benefit of the CVA creditors, with the balance to allow the Company to fulfil its new investing policy.

The amount written off represents the difference between the total creditors approved and the dividend paid.

8 Investments

	31 March	31 March
	2014	2013
	£'000	£'000
Opening balance	-	-
Additions during the year	524	-
Closing balance	524	-

Investment in Disruptive Tech Ltd

At a Directors meeting on 14 August 2013 a proposal was approved to acquire 262,090 shares, ultimately representing a 0.63% interest in Disruptive Tech Ltd (a Gibraltar Company) for a total of £250,000.  The purchase price was satisfied by a cash payment of £125,000 and the balance of £125,000 by way of the issue of 8,333,333 Ordinary shares of 0.1 pence at a price of 0.15p.

Investment in Advance Laser Imaging Limited

On 11 September 2013 the Board announced a £75,000 investment in Advance Laser Imaging Ltd.  The Company has committed £75,000 for a 6.25% interest.

Investment in 3DTV

On 1^st October 2013 Vela Technologies plc announced a minority investment of £64,000 by way of Convertible Loan Note in Stream TV Networks Inc. ("Stream TV")

Investment in Rosslyn Analytics

On 9th October 2013 the company announced an investment of £100,002 by way of subscription for 32,716 Convertible "A" Preference Shares in Rosslyn Analytics Limited, being just under 0.7 per cent.

Investment in Portr

On 12^th November 2013 the Company announced an investment of £50,000 by way of a cash subscription for 32,136 new ordinary shares of 0.0001p each in Portr Limited ("Portr"), being approximately 2 per cent.  This subscription was paid in 3 tranches, with the final tranche of £15,000 being paid post year end.

9 Trade and other receivables       

	31 March	31 March
	2014	2013
	£'000	£'000
Other receivables	296	5
Prepayments and accrued income	14	6
	310	11

10 Trade and other payables

	31 March	31 March
	2014	2013
	£'000	£'000
Trade payables	10	14
Corporation tax payable	-	45
Accruals and deferred income	31	17
	41	76

11 Share capital

	31 March	31 March
	2014	2013
	£'000	£'000
Authorised capital
9,999,520,000 ordinary shares of 0.1 pence each	10,000	10,000
76,025,157,516 deferred shares of 0.001 pence	-	760
4,083,918,156 deferred shares of 0.1 pence each	-	4,084
54,952,000 deferred shares of 24 pence each	-	13,188
	10,000	28,032
Allotted, called up and fully paid capital
222,087,300 (2013: 67,679,309) ordinary shares of 0.1 pence each	222	68
Nil (2013: 76,025,157,516) deferred shares of 0.001 pence	-	760
Nil (2013: 4,083,918,156) deferred shares of 0.1 pence each	-	4,084
	222	4,912

Allotments during the period

The Company allotted the following ordinary shares during the year/period:

	31 March 2014
Shares in issue at 1 April 2013	67,679,309
Shares issued during the year	154,408,712
Shares in issue at 31 March 2014	222,088,021

	31 March 2013
Shares in issue at 1 April 2012	7,679,309
Shares issued during the period	60,000,000
Shares in issue at 31 March 2013	67,679,309

A capital reorganisation was approved at a General Meeting held on 28 May 2012. Each of the Company's existing Ordinary shares of 0.1p each have been subdivided into 1 'New' Ordinary Share of 0.001 pence ('New shares') and 99 New Deferred shares of 0.001 pence ('New Deferred Shares').  The New Shares above have been consolidated into New Ordinary Shares of 0.1 pence each on the basis of 1 New Ordinary Share for every 100 New Shares.  The Admission of the New Ordinary Shares to trading on AIM took place on 29 May 2012.

The Company's main source of capital is the parent Company's equity shares. The policy is to retain sufficient authorised share capital so as to be able to issue further shares to fund acquisitions, settle share-based transactions and raise new funds.

Reduction in share capital

Following the announcement on 18 June 2013 that the Company proposed to take further steps to restructure its balance sheet, a capital reduction was approved by shareholders and was confirmed at the final Court Hearing which took place on 31 July 2013.  Both classes of Deferred Shares and the balances standing to the credit of the share premium account and the capital redemption reserve of the Company were cancelled.  This reduction is sufficient to write off the entirety of the deficit on its profit and loss account and create a small positive balance.  There were no changes to the number of ordinary shares in issue.

12 Cash and cash equivalents

Cash and cash equivalents comprise the following:

	31 March	31 March
	2014	2013
	£'000	£'000
Cash and cash in bank:
Pound sterling	9	104
Cash and cash equivalents at end of year/period	9	104

13 Financial instruments

The Company uses various financial instruments which include cash and cash equivalents and various items such trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations and manage its working capital requirements.

The fair values of all financial instruments are considered equal to their book values. The existence of these financial instruments exposes the Company to a number of financial risks which are described in more detail overleaf.

The main risks arising from the Company financial instruments are currency risk, credit risk and liquidity risk. The Directors review and agree the policies for managing each of these risks and they are summarised overleaf. The Company has a sales ledger facility on which interest is charged at a variable rate. The Directors, therefore, do not consider the Company to be exposed to material interest rate risk.

Currency risk

There was no exposure to foreign exchange fluctuations to 31 March 2014, and as such sensitivity analysis has not been presented.

Credit risk

This section along with the liquidity risk and capital risk management sections below also form part of the strategic report.

The Company's exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, as summarised below:

	31 March	31 March
	2014	2013
Classes of financial assets - carrying amounts	£'000	£'000
Financial assets measured at fair value through other comprehensive income	524
Loans and receivables	9	104
	533	104

The Company's management considers that all of the above financial assets that are not impaired for each of the reporting dates under review are of good credit quality.

None of the Company's financial assets are secured by collateral or other credit enhancements. The Company is required to report the category of fair value measurements used in determining the value of its investments, to be disclosed by the source of its inputs, using a three-level hierarchy:

Quoted market prices in active markets - "Level 1"

Inputs to Level 1 fair values are quoted prices in active markets for identical assets.  An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  The Company has no investments classified in this category.

Valued using models with significant observable market parameters - "Level 2"

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.  The Company has no investments classified in this category.

Valued using models with significant unobservable market parameters - "Level 3"

Inputs to Level 3 fair values are unobservable inputs for the asset.  Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models).  As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset.  The Company's investments fall into this category.

Liquidity risk

The Company maintains sufficient cash to meet its liquidity requirements. Management monitors rolling forecasts of the Company's liquidity on the basis of expected cash flow in accordance with practice and limits set by the Company. In addition, the Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these.

Maturity analysis for financial liabilities

	31 March 2014			31 March 2013
	Within	Later than		Within	Later than
	1 year	1 year		1 year	1 year
	£'000	£'000		£'000	£'000
At amortised costs:
Financial liabilities at amortised cost	10	-		14	-
Lease commitments provision	-	-		-	-
	10	-		14	-

Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. This is achieved by making investments commensurate with the level of risk. The Company is performing in line with the expectations of the Directors.

The Company monitors capital on the basis of the carrying amount of equity.

The Company policy is to set the amount of capital in proportion to its overall financing structure, i.e. equity and long-term loans. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or loan notes, or sell assets to reduce debt.

The Company has approved a capital reduction which was finalised after the balance sheet date.  Following the Capital Reduction both classes of Deferred Shares and the balances standing to the credit of the share premium account and the capital redemption reserve of the Company have been cancelled. The balance on the share premium account includes for this purpose any additional share premium arising before 31 July 2013. The Capital Reduction was sufficient to write off the entirety of the deficit on its profit and loss account, and create a small positive balance.  Following the Capital Reduction, there was no change in the number of Ordinary Shares in issue.

The Company considers its capital to be the ordinary shares in issue.

14 Related party transactions

During the period the Company entered into the following related party transactions. All transactions were made on an arm's length basis

Ocean Park Developments Limited

Nigel Brent Fitzpatrick, Non-Executive director is also a director of Ocean Park Developments Limited.  During the year the Company paid £12,000 (31 March 2013 : £2,500) in respect of his directors fees to the Company.  The balance due to Ocean Park Developments at the year end was £nil (31 March 2013 : £nil)

Risk Alliance Insurance Brokers Limited

Nigel Brent Fitzpatrick, Non-Executive director is also a director of Risk Alliance Insurance Brokers Limited.  During the year the Company paid £3,975 (31 March 2013 : £nil) in respect of insurance fees at arm's length, for the Company.  The balance due to Risk Alliance Insurance Brokers Limited at the year end was £nil (31 March 2013 : £nil)

15 Events after the balance sheet date

Grant of options

On 8 April 2014 the Company announced that it granted options over a total of 8,235,294 ordinary shares of 0.1 pence each ("Ordinary Shares") representing approximately 3.7 per cent. of the Company's current issued ordinary share capital at an exercise price of 0.85 pence per share. The options were granted equally (4,117,647 each with a total exercise price of £35,000 per director) to directors Brent Fitzpatrick and Antony Laiker and vest as to one third on grant and one third on each of the first and second anniversaries of grant. They are not subject to any performance conditions and will lapse 7 years from the date of grant.

The exercise price of the options is at a discount of 38.2 per cent. to the mid market price on 8 April 2014 of 1.375p per share and at a premium of 70 per cent. to the Company's most recent placing announced on 25 March 2014. Mr Laiker is interested in 1,916,724 ordinary shares (approximately 0.86 per cent. of the company's current issued share capital). The directors have no other interest in shares or options.

Further investment in Portr

On 12 May 2014, the Company announced a further investment of £50,000 by way of a cash subscription for 17,235 new ordinary shares of 0.01p each in investee company, Portr. The additional investment by Vela is part of a £500,000 funding round by Portr at a price of some 290p per share and brings Vela's total investment in Portr to £100,000, with an enlarged shareholding of 49,731 shares representing approximately 2.9 per cent of Portr's enlarged issued share capital.

Investment in The Social Superstore Limited ("Social Superstore")

On 22 May 2014 the Company announced an investment of £100,000 in the £1m series B funding of The Social Superstore Limited, a social commerce platform which is being built with a view to launch in Q4 2014, initially in the UK. This funding will be applied to building the back end of the platform and places a pre-money valuation on The Social Superstore of £3m, giving Vela a 2.5 per cent.interest.

Further acquisition of interest in Portr and issue of equity

On 24 July 2014 the Company announced the acquisition of a further 38,314 shares in Portr for a consideration of £100,000 which has been wholly satisfied  through the issue of 20,000,000 new ordinary shares in Vela (the "Consideration Shares") at 0.5 pence per share (the "Transaction").  The vendor of the 38,314 shares in Portr is John Garner. The 20,000,000 Consideration Shares were admitted to trading on AIM ("Admission") on 31 July 2014. Following completion of the Transaction Vela will have an enlarged shareholding of 87,685 shares in Portr representing approximately 5% of Portr's issued share capital.

Following the issue of the Consideration Shares, John Garner will be interested in 20,000,000 ordinary shares in the Company representing 8.26% of the issued share capital in the Company (as enlarged by the issue of the Consideration Shares).

IPO of Rosslyn Analytics

On 8 May 2014 the Company announced the successful flotation of Rosslyn Data Technologies plc on 29 April 2014, a company in which it holds a £100,000 investment.  The directors expect that the IPO will add value to the investment.

Investment in Imaginatik Plc

On 22 April 2014 the Company invested £35,262.50 in Imaginatik Plc for 50,375,000 ordinary shares.  Furthermore on 22 July 2014 Imaginatik announced a share consolidation whereby for every 80 existing ordinary shares of 0.0625p each will be consolidated into one new ordinary share of 5p each.  As at the date of the annual report and accounts the Company retains a holding of  525,000 ordinary shares of 5 pence each.

 

END

 

 

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