For immediate release
18 August 2016
Concepta Plc (formerly, Frontier Resources International Plc)
("Concepta" or the "Company")
Unaudited interim results for the six months ended 30 June 2016
Concepta plc (AIM:CPT), the pioneering UK healthcare company and developer of a proprietary platform and suite of products targeted at the personalised mobile health market with a primary focus on women's fertility and specifically unexplained infertility, announces its unaudited results for the six months ended 30 June 2016.
Operational highlights
· Disposal or dissolution of all oil and gas related subsidiaries
· Undertook strategic review and completed the acquisition of Concepta plc for £3.026 million comprising 30,343,950 New Ordinary Shares and £0.75 million in cash in July 2016
· Concepta is an innovative player in the Mobile Health and Connected Health Sector that has developed proprietary products for home self-testing as well as in a point-of-care environment
· Concepta's products will initially address the specific needs of women with fertility issues, in particular unexplained infertility
· MyLotus brand - unique offering allowing quantitative and qualitative measurement of a woman's personal hCG and LH hormone levels in urine samples
· Defined route to market:
o Regulatory approvals for launch in China in place - first order from distributor with payment in advance expected following hospital testing in Q3 2016
o CE-Marking for UK and Europe to follow in 2017
· Attractive market opportunity to capitalise on the Chinese and EU infertility market with annual revenue potential worth c.£600m
· New Product Development growth opportunities - Concepta's proprietary platform lends itself to wider family home-health monitoring to improve individual health parameters including chronic stress, inflammation, urinary tract, healthy pregnancy progression etc.
Financial Position
· February 2016, placing raised $1.787m net after costs
· Cash balance at the period end was $1.335m (H1 2015: $0.02m)
· Loss of $0.336m from continuing operations (H1 2015: $.0504m)
· Discontinued operations resulted in a profit of $0.109m (H1 2015: loss $0.318m)
· Cash outlay of $72k towards RTO costs
CHAIRMAN'S STATEMENT
Following a period of substantial change in 2015 I am pleased to present the interim results for the first half of 2016, following the transformational acquisition of leading women's health diagnostics company Concepta Diagnostics for £3.026 million in July 2016.
Following the Board decision to pursue investment in non-oil exploration projects, I joined the Board of Concepta plc, (previously Frontier Resources International plc) in February 2016. Following the placing of £1.425m, which completed on 16 February, the process for either disposal or dissolution of all the subsidiaries at the time commenced to convert the Company into a cash shell. The process for divesting the Company of its operating subsidiaries was completed on 23 March leaving the Company with cash of £1.4m before expenses.
As laid out in the Final Results for 2015 of Frontier Resources International plc, the former AIM cash shell (see press release 3 May 2016), the Board's strategy during H1 2016 was to identify suitable acquisition opportunities in a new sector, which would satisfy the requirements of AIM Rule 15 and indeed offer significant growth potential for the Company.
With this in mind, we found a compelling acquisition target in Concepta, which we believed would be in the best interests for the Company, wider stakeholders and offers a value accretive opportunity to reward the patience of our supportive shareholders. Since its foundation in 2013, Concepta has established itself as a leading and innovative developer of personalised mobile health diagnostics with a primary focus on women's fertility, where a significant market opportunity exists to develop a 'best in class' product to help women with unexplained infertility to conceive.
To this end, the Company has developed a proprietary product branded 'MyLotus', which has a unique product offering that allows both quantitative and qualitative measurement of a woman's personal hCG and LH hormone levels to help increase conception probability.
In March 2016 negotiations for the acquisition of Concepta Diagnostics proceeded, which culminated in the announcement on 7 July 2016 of the acquisition of the entire issued share capital of Concepta Diagnostics and a fund raising of £3.5m.
At a General Meeting on 25 July 2016 all resolutions were passed and Erik Henau and Mark Wyatt were appointed to the Board. The acquisition is a fundamental change of direction for the business.
Financial review
· The Group's total comprehensive loss for the six months to 30 June 2016 was USD 326,000 (30 June 2015: loss USD 707,000).
· The basic and diluted loss per share was USD 0.01 (six months to 30 June 2015: USD 1.55).
· Concepta raised USD 1,787,000 (£1.425,000 excluding costs) in the six months ended 30 June 2016 (USD NIL in the six months ended 30 June 2015).
As foreseen at the time of Admission to AIM, given that the Company is at an early stage of development, it is not anticipated that there will be any earnings arising from the Company's activities in the short to medium term. Accordingly, the Board does not expect to recommend or pay any dividends in the foreseeable future.
Outlook
We are delighted to have successfully completed the reverse takeover at the end of this reporting period and are looking forward to an exciting future as Concepta.
The immediate focus following Concepta's RTO in July 2016, is the launch of MyLotus in China later this year (2016) and, subsequent to CE marking, targeting launch in the UK and Europe in 2017. In addition we are looking to set up new manufacturing facilities in Yorkshire, which will be another key milestone in our Company's development. Excitingly, Concepta has the opportunity to translate its proprietary platform into commercial success in these initial markets where annual revenues in the infertility segment are estimated to be worth c.£600m.
Furthermore, Concepta's products have myriad applications beyond fertility diagnostics, and we are in a unique position to come in at the ground floor of the fast growing global connected healthcare sector, which is set to be worth $61bn by 2020.
We look forward to updating the market on these exciting developments during the course of 2016 and beyond as we implement our defined growth strategy, focused on delivering commercial success and becoming the global market leader for over-the counter products for women with fertility issues and, ultimately, tackling the wider mobile health market.
Adam Reynolds
Chairman
Enquiries:
Concepta Plc |
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Adam Reynolds, Chairman |
Tel: +44(0) 7785 908 158 |
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Spark Advisory Partners Limited (Nominated Advisor) |
Tel: +44 (0)20 3368 3550 |
Neil Baldwin/Mark Brady |
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Beaufort Securities Limited (Broker) |
Tel: +44 (0)20 7382 8300 |
Jon Belliss |
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Yellow Jersey PR Limited (Financial PR) Felicity Winkles/ Joe Burgess/ Josh Cole |
Tel: +44 (0) 7748 843 871 |
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A copy of this announcement is available from the Company's website www.conceptaplc.com
Concepta Plc
Interim consolidated statement of comprehensive income
|
|
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
Notes |
||||
|
||||
|
|
USD'000 |
USD'000 |
USD'000 |
|
|
Unaudited |
Unaudited |
Audited |
Continuing operations |
|
|
|
|
Revenue |
|
- |
- |
- |
|
|
|
|
|
Cost of sales |
|
- |
- |
- |
|
|
|
|
|
Gross loss |
|
- |
- |
- |
Administrative expenses |
|
(357) |
(488) |
(207) |
Share-based payments |
5 |
21 |
(16) |
(32) |
|
|
|
|
|
Operating loss |
|
(336) |
(504) |
(239) |
Finance costs |
|
- |
- |
(7) |
|
|
|
|
|
Loss before tax |
|
(336) |
(504) |
(246) |
Taxation |
6 |
- |
- |
- |
|
|
|
|
|
Loss for the period from continuing operations |
|
(336) |
(504) |
(246) |
Discontinued operations |
|
|
|
|
Profit/(loss) for the period from discontinued operations |
4 |
109 |
(318) |
(2,855) |
Loss for the period |
|
(227) |
(822) |
(3,101) |
Other comprehensive income: |
|
|
|
|
Exchange differences arising on translation of foreign operations |
|
(26) |
115 |
(181) |
Cumulative foreign exchange gain relating to disposal of subsidiaries recycled to profit from discontinued operations |
|
(73) |
- |
- |
Total comprehensive loss for the period |
|
(326) |
(707) |
(3,282) |
|
|
|
|
|
Loss per share (USD) |
|
|
|
|
Basic and diluted earnings per share |
|
|
|
|
From continuing operations |
7 |
(0.02) |
(0.95) |
(0.25) |
From discontinued operations |
7 |
0.01 |
(0.60) |
(2.90) |
From continuing and discontinued operations |
7 |
(0.01) |
(1.55) |
(3.15) |
Concepta Plc
Interim consolidated statement of financial position
|
|
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
Notes |
||||
|
||||
|
|
USD'000 |
USD'000 |
USD'000 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
|
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
- |
2 |
- |
Exploration and evaluation assets |
8 |
- |
3,017 |
- |
Total non-current assets |
|
- |
3,019 |
- |
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
|
99 |
57 |
76 |
Cash and cash equivalents |
|
1,335 |
20 |
26 |
Total current assets |
|
1,434 |
77 |
102 |
|
|
|
|
|
Assets classified as held for sale |
|
- |
- |
699 |
TOTAL ASSETS |
|
1,434 |
3,096 |
801 |
|
|
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
Equity attributable to holders of the parent |
|
|
|
|
Share capital |
9 |
1,302 |
2,652 |
636 |
Deferred shares |
9 |
2,323 |
- |
2,323 |
Share premium |
9 |
6,862 |
5,081 |
5,741 |
Share-based payment reserve |
|
26 |
506 |
522 |
Foreign exchange reserve |
|
(110) |
285 |
(11) |
Retained losses |
|
(9,100) |
(7,069) |
(9,348) |
Total equity |
|
1,303 |
1,455 |
(137) |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
131 |
1,641 |
203 |
|
|
|
|
|
Liabilities classified as held for sale |
|
- |
- |
735 |
TOTAL EQUITY AND LIABILITIES |
|
1,434 |
3,096 |
801 |
Concepta Plc
Interim consolidated statement of changes in equity
|
Share |
Deferred share |
Share Premium |
Retained |
Share-based Payment Reserve |
Foreign Exchange Reserve |
Total |
|
|||||||
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
As at 1 January 2016 |
636 |
2,323 |
5,741 |
(9,348) |
522 |
(11) |
(137) |
Loss for the period |
- |
- |
- |
(227) |
- |
- |
(227) |
Other comprehensive income |
|
|
|
|
|
|
|
Exchange differences arising on translation of foreign operations |
- |
- |
- |
- |
- |
(26) |
(26) |
Cumulative foreign exchange relating to disposal of subsidiaries recycled to profit from discontinued operations |
- |
- |
- |
- |
- |
(73) |
(73) |
Total comprehensive income for the period |
- |
- |
- |
(227) |
- |
(99) |
(326) |
Issue of share capital |
666 |
- |
1,121 |
- |
- |
- |
1,787 |
Transfer of share based payment on cancelled share options |
- |
- |
- |
475 |
(475) |
- |
- |
Share based payments |
- |
- |
- |
- |
(21) |
- |
(21) |
As at 30 June 2016 (Unaudited) |
1,302 |
2,323 |
6,862 |
(9,100) |
26 |
(110) |
1,303 |
|
|
|
|
|
|
|
|
As at 1 January 2015 |
2,652 |
- |
5,081 |
(6,247) |
490 |
170 |
2,146 |
Loss for the period |
- |
- |
- |
(822) |
- |
- |
(822) |
Other comprehensive income |
- |
- |
- |
- |
- |
115 |
115 |
Share based payments |
- |
- |
- |
- |
16 |
- |
16 |
As at 30 June 2015 (Unaudited) |
2,652 |
- |
5,081 |
(7,069) |
506 |
285 |
1,455 |
The following describes the nature and purpose of each reserve within owners' equity.
Share capital Amount subscribed for share capital at nominal value.
Share premium Amount subscribed for share capital in excess of nominal value.
Retained losses Cumulative net losses recognised in the financial statements.
Share-based payment reserve Amounts recognised for the fair value of share options granted
Foreign exchange reserve Exchange differences on translating foreign operations.
Concepta Plc
Interim consolidated statement of cash flows
|
Notes |
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
|
|
|
USD'000 |
USD'000 |
USD'000 |
|
|
|
Unaudited |
Unaudited |
Audited |
|
Cash flows from operating activities |
|
|
|
|
|
Loss before taxation |
|
(336) |
(822) |
(3,101) |
|
Adjustments for: |
|
|
|
|
|
Impairment of assets |
|
- |
- |
2,241 |
|
Depreciation of plant & equipment |
|
- |
- |
1 |
|
Finance costs |
|
- |
- |
7 |
|
Increase in trade and other receivables |
|
(32) |
(8) |
(27) |
|
(Decrease)/ increase in trade and other payables |
|
(87) |
559 |
(144) |
|
Expenses settled through issue of shares |
|
- |
- |
497 |
|
Share based payments |
|
(21) |
16 |
32 |
|
|
|
|
|
|
|
Net Cash used in continuing operations |
|
(476) |
(255) |
(494) |
|
Net cash used in discontinued operations |
|
- |
- |
- |
|
Net cash used in operating activities |
|
(476) |
(255) |
(494) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Cash flow from disposal of businesses |
|
(2) |
- |
- |
|
Expenditures for exploration and evaluation |
|
- |
(5) |
(91) |
|
Net cash used in investing activities |
|
(2) |
(5) |
(91) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Net proceeds from issue of share capital |
|
1,787 |
- |
470 |
|
Finance costs |
|
- |
- |
(7) |
|
Net cash from financing activities |
|
1,787 |
- |
463 |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
1,309 |
(260) |
(122) |
|
Cash and cash equivalents at the beginning of period |
|
26 |
165 |
165 |
|
Effect of foreign exchange rate changes |
|
- |
115 |
(17) |
|
Cash and cash equivalents at end of period |
|
1,335 |
20 |
26 |
Notes to the Unaudited Interim Financial Information
1 General information
Concepta Plc (formerly, Frontier Resources International plc) is a Public Company incorporated in the United Kingdom under registered number 06573154 with its registered office at 2a St Martins Lane, York, YO1 6LN.
The Company is an AIM-traded company in London. The Company changed its name on the 25 July 2016.
2 Significant accounting policies
Basis of preparation
The interim financial information for the six months ended 30 June 2016, which was approved by the Board of Directors on 17 August 2016, does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The financial information presented is unaudited and has been prepared using the same accounting policies as those adopted in the financial statements for the year ended 31 December 2015 and is expected to be adopted in the financial year ending 31 December 2016. The financial statements for the year ended 31 December 2015 were reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain an adverse statement under section 498 (2) or (3) of the Companies Act 2006.
In the opinion of the Directors, the condensed half-year accounts for the period present fairly the financial position and the results from operations and cash flows for the period.
The condensed half-year accounts include unaudited comparative figures for the half year ended 30 June 2015 and comparatives for the year ended 31 December 2015 that have been extracted from the audited financial statements for that year.
No new IFRS standards, amendments or interpretations became effective in the six months to the 30 June 2016 which had a material effect on this consolidated interim financial information.
The interim financial information is presented in US Dollars (USD or US$) rounded to the nearest thousand dollars (USD'000).
Accounting Policies
The condensed half year accounts have been prepared using accounting policies based on International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board ("IASB") as adopted by the European Union, including IAS 34 'Interim Financial Reporting' and IFRS 6 'Exploration for and Evaluation of Mineral Resources' and on the historical cost basis.
The Group's financial risk management objectives and policies are consistent with those disclosed in the 2015 annual report.
Going Concern
The half-year accounts have been prepared on a going concern basis. The Group made a loss of USD 227,000 during the half year ended 30 June 2016 and continues to be loss making. At 30 June 2016, the Group had cash balances of USD 1,335,000 and net assets of USD 1,303,000.
Cash balances at the date of approval of these accounts are approximately USD4.5m (£3.5m).
The Directors have prepared a cash flow forecast covering a period extending 12 months from the date of approval of these interim financial statements which shows that the Group will have sufficient cash to meet its debts as they fall due over that period. Concepta is an evolving healthcare company and uncertainties exist in the forecast as a result. The forecast contains certain assumptions about the performance of the business including growth in future revenue, the cost model and margins, and the level of cash recovery from trading. In the next 12 months, the most critical assumptions are those concerning the launch of the product and platform in China and the UK. The Directors are aware of the risks and uncertainties facing the business as it pursues its strategy but the assumptions used are the Directors' best estimate of the future development of the business.
After considering the forecasts and the risks, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence over the period of the forecast. For these reasons, they continue to adopt the going concern basis of accounting in preparing these financial statements. However, beyond the forecast period the Group will need either to increase its revenues or take actions to ensure it remains sufficiently funded. As with any evolving healthcare company there is always an inherent risk over the ability of the Group and Company to continue as a going concern if forecasts are not met and cash resources are not adequate. These interim financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.
3 Operating segment information
The operations of the Group for the year ended December 2015 and period ended June 2015 comprise of one operating segment, being oil and gas exploration. The Group has oil and gas exploration and evaluation licenses in Oman, Namibia and Zambia. However, during the year to December 2015 the activity of this operating segment has been discontinued (see note 4 for more details).
4 Discontinued operations and held for sale
On 2 March 2016 the Company agreed to liquidate their subsidiaries, Frontier Resources Zambia Limited ("Zambia") and Frontier Resources Namibia Limited("Namibia"). Both companies ceased trading on 11 March 2016.
Frontier Inc ("Inc") and Frontier Oman ("Oman") has been classified as held for sale in December 2015. On 23 March 2016, entire interests in Frontier Resources Oman Limited and Frontier Resources International Inc have been sold to Mr Jack Keyes, the former chief executive of the Company for a consideration of £1 and deferred consideration, which is contingent on the achievement of certain targets.
The results for these discontinued operations for Zambia, Namibia, Oman and Inc below excluded any intercompany balances written off or forgiven in the individual entities. These were eliminated on consolidation of the group results.
|
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
|
|||
|
USD'000 |
USD'000 |
USD'000 |
|
|
|
|
Profit on disposal of businesses* |
109 |
- |
- |
Administrative expenses |
- |
(318) |
(1,030) |
Exceptional item-assets impairment |
- |
- |
(1,825) |
Profit/(loss) after tax |
109 |
(318) |
(2,855) |
*this included $73,000 of cumulative foreign exchange gains relating to the disposal of the subsidiaries recycled to income statement.
The major classes of assets and liabilities of these discontinued operations sold during the period ended 30 June 2016 are as follows:
|
|
|
|
|
Six months ended 30 June 2016 |
|
|
$'000 |
|
|
|
Property, plant and equipment |
|
2 |
Exploration and evaluation assets |
|
690 |
Cash and cash equivalents |
|
2 |
Trade and other receivables |
|
5 |
Trade and other payables |
|
(735) |
Net liabilities |
|
(36) |
Cumulative foreign exchange recycled from translation reserve |
|
(73) |
Profit on disposal |
|
109 |
Net consideration |
|
- |
|
|
|
Net cashflow in respect of disposal of the businesses |
|
|
Cash received |
|
- |
Cash and cash equivalents sold |
|
(2) |
|
|
(2) |
|
|
|
5 Share options and share based payments
During the period, no share options were issued.
On 17 February 2016, the Company issued 4,750,000,000 new ordinary shares of 0.01p as fully paid up with existing and new investors at a placing price of 0.03p per ordinary share. In addition, the Company issued 361,999,056 warrants to subscribe for new ordinary shares.
On 7 April 2016, 47,857,593 warrants which were issued in February 2016 were exercised at 0.03p.
The Company has the following outstanding share warrants at 30 June 2016:
Warrants over existing ordinary shares |
Exercise price |
Expiry date |
314,141,463 |
0.03p |
7 October 2016 |
12,500,000 |
1.0p |
12 November 2019 |
1,440,000 |
6.0p |
5 July 2018 |
328,081,463 |
|
|
A credit of USD21,274 has been recognised in the six months ended 30 June 2016 (six months ended 30 June 2015: charge of USD16,452) and is included in the statement of comprehensive income. During the period, 8,250,000 share options were surrendered and cancelled by the share option holders as these options were underwater where the option's exercise price is higher than market price. As a result, US$475,000 charge were transferred from the share based reserve to profit and loss reserve.
On 7 July 2016, 40,139,630 warrants which were issued in February 2016 ("Warrants") were exercised. The exercise price is 0.03p per ordinary share of 0.01p ("Ordinary Share") and the gross proceeds of exercise amounted in aggregate to £12,041.89, which provides additional working capital for the Company.
On 25 July 2016, the remaining warrants of 274,001,833 with an exercise date of 7 October 2016 and exercise price of 0.03p, were after share consolidation (250 to 1), resulted in warrants over 1,096,007 of new ordinary shares with an exercise price of 7.5p. 12,500,000 and 1,440,000 warrants with an exercise price of 1.0p and 6.0p, respectively were also after share consolidation (250 to 1) resulted in warrants over 50,000 and 5,760 of new ordinary shares with an exercise price of 250p and 1500p, respectively.
On 25 July 2016 new warrants over 8,133,633 new ordinary shares was also issued.
6 Taxation
The Group has incurred tax losses for the six months ended 30 June 2016 and a corporation tax charge for the period is not anticipated.
7 Loss per share
|
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
|
USD'000 |
USD'000 |
USD'000 |
|
Unaudited |
Unaudited |
Audited |
Loss for the period - continuing operations |
(336) |
(504) |
(246) |
Profit/(loss) for the period - discontinued operations |
109 |
(318) |
(2,855) |
Loss for the year |
(227) |
(822) |
(3,101) |
Weighted average number of ordinary shares* |
15,402,031 |
529,873 |
984,674 |
|
|
|
|
Basic loss per share - continuing operations (USD) |
(0.02) |
(0.95) |
(0.25) |
Basic profit/(loss) per share - discontinued operations(USD) |
0.01 |
(0.60) |
(2.90) |
Basic loss per share(USD) |
(0.01) |
(1.55) |
(3.15) |
|
|
|
|
Weighted average number of ordinary shares allowing for the exercise of warrants* |
16,714,357 |
1,079,947 |
2,432,670 |
*The weighted average number of ordinary shares for each period above were restated and based on the new number of shares and issued, following the share consolidation whereby 250 existing 0.01p shares issued at each period end were converted to 1 new 2.5p ordinary share on the 25 July 2016. The warrants were also subject to the share consolidation and this is reflected in the weighted average number of ordinary shares allowing for the exercise of warrants for each period above.
The Company did not issue share options in the six months to 30 June 2016 or the comparative six months period. The diluted loss per share has been kept the same as the basic loss per share as the conversion on share options decreases the basic loss per share, thus being anti-dilutive.
8 Exploration and evaluation assets
|
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
Cost (USD'000) |
|||
Brought forward |
1,229 |
3,012 |
3,012 |
Additions |
- |
5 |
91 |
Reclassified as held for sale |
- |
- |
(1,702) |
Disposals |
(1,229) |
- |
- |
Foreign exchange movements |
- |
- |
(172) |
Carried forward |
- |
3,017 |
1,229 |
|
|
|
|
Depreciation (USD'000) |
|
|
|
Brought forward |
(1,229) |
- |
- |
Disposals |
1,229 |
- |
- |
Impairment losses |
- |
- |
(2,241) |
Reclassified as held for sale |
- |
- |
1,012 |
Carried forward |
- |
- |
(1,229) |
|
|
|
|
Geographic analysis |
|
|
|
Oman |
- |
1,810 |
- |
Namibia |
- |
977 |
- |
Zambia |
- |
230 |
- |
Total |
- |
3,017 |
- |
The amount of capitalised exploration and evaluation expenditure for Zambia and Namibia was fully impaired at 31 December 2015 and subsequently disposed, following liquidation of the Zambia and Namibia entities in March 2016.
The capitalised EEA relating to Oman licence has been reclassified as held for sale at 31 December 2015 and subsequently, Oman was disposed of in March 2016.
9 Share capital and share premium
The changes to issued share capital and share premium were as follows:
Company |
Ordinary shares (number) |
Share |
Deferred |
Deferred |
Share |
Capital |
Share |
Share |
Premium |
||
USD'000 |
Number |
USD'000 |
USD'000 |
||
As at 1 January 2015 |
165,430,505 |
2,652 |
- |
- |
5,081 |
Issue of share capital |
- |
- |
- |
- |
- |
As at 30 June 2015 (Unaudited) |
165,430,505 |
2,652 |
- |
- |
5,081 |
Issue of share capital |
196,568,551 |
307 |
- |
- |
660 |
Subdivision of existing ordinary shares into 1 ordinary share of 0.1p plus one deferred share |
165,430,505 |
- |
- |
- |
- |
Transferred to Deferred Shares |
(165,430,505) |
(2,323) |
165,430,505 |
2,323 |
- |
At 31 December 2015 |
361,999,056 |
636 |
165,430,505 |
2,323 |
5,741 |
Issue of share capital |
4,797,857,593 |
666 |
- |
- |
1,121 |
As at 30 June 2016 (Unaudited) |
5,159,856,649 |
1,302 |
165,430,505 |
2,323 |
6,862 |
10 Related party transactions
These comprise (a) transactions between the Company and its subsidiaries which have been written off at year ended 31 December 2015 and eliminated on consolidation; (b) compensation and other payments to key management personnel (including directors); (c) consultancy fees for finance management services that were paid to CFPro Limited and Cambridge Financial Partners LLP, companies in which Barbara Spurrier (appointed a Director of the Company in 2013) has a financial interest.
The Group owed USD nil to Michael J Keyes, former CEO at 30 June 2016 (30 June 2015: USD216,922 and 31 December 2015: USD402,946). In addition, the Group also owes USD nil to Michael J Keyes, former CEO at 30 June 2016 (30 June 2015: USD38,664 and 31 December 2015: USD20,000). Michael J Keyes resigned as a director on 17 February 2016.
The Directors voluntarily agreed unpaid accrued emoluments were to be written off during the year 2015. There are no directors' emoluments outstanding as at 30 June 2016 (30 June 2015: USD558,148, 31 December 2015: USD nil).
The Directors, in their continuing support of the Group business needs, agreed to continue the deferral of a proportion of their remuneration
11 Control
The Company is under the control of its shareholders and not any one party.
12 Subsequent events
On 12 July 2016, the Company allotted and issued 40,139,630 new ordinary shares of 0.01p as fully paid up to holders of warrants who exercised their rights. Further the Company also allotted 3,721 ordinary shares at an issue price of 0.03p each to Barbara Spurrier to create Share Premium to cancel deferred shares.
On 25 July 2016, the Company's name has been changed to Concepta Plc. Additionally, the following proposals become unconditional in all respects upon Admission of the Enlarged share capital to trading on AIM on the 26 July 2016:
1. the acquisition by the Company of the entire issued share capital of Concepta Diagnostics Limited, resulting in the issue of 30,343,950 New Ordinary Shares;
2. the issue of 32,050,342 New Ordinary Shares under the Firm Placing, 1,373,330 New Ordinary Shares under the Subscription, 10,833,333 New Ordinary Shares under the Debt Conversion, 13,759,618 New Ordinary Shares under the Open Offer.
3. Erik Henau and Dr Mark Wyatt join the Board as Chief Executive and Non-Executive Director respectively.
On 25 July 2016, the Company has consolidated shares, whereby every 250 existing ordinary shares of 0.01p is consolidated into 1 new ordinary share of 2.5p each. Thus the total 5,200,000,000 existing ordinary shares of 0.01p are consolidated into 20,800,000 new ordinary shares.
At a General Meeting held on 25 July 2016, the Company's shareholders accepted completing the subscription, placing and open offer to raise £3.5 million in new funds to support the continued growth of the business.
On 26 July 2016 the Company has successfully started trading on AIM. 109,160,573 new ordinary shares are admitted to trade by way of reverse takeover of Frontier Resources International plc (renamed as Concepta plc).
ENDS