DJ Final Results to 31 December 2018
Veni Vidi Vici Limited (VVV)
Final Results to 31 December 2018
31-May-2019 / 17:22 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
31 May 2019
Veni Vidi Vici Limited
(The "Company" or "VVV")
Audited Final Results to 31 December 2018
Strategic Report
****************
I am pleased to present the annual report and financial statements for the
period ended 31 December 2018.
On 2 August 2018, the Company completed its successful listing on the NEX
Exchange Growth market, having raised GBP600,000 through equity placings in
December 2017 and July 2018 for future acquisitions in accordance with its
investment policy of to identify investment opportunities and acquisitions in
companies in the Precious Metals and Base Metals sectors. The Company will
focus on identifying opportunities for acquisition, exploration and
development of Precious Metals and Base Metals in Australia, Western Europe
and North America.
On 10 December the Company completed its first investment, with the signing of
the sale and purchase agreement with Goldfields Consolidated Pty Ltd for a 51
% beneficial interest in the Shangri La gold, copper and silver project in
consideration for A$220,000.
The Shangri La Project is a gold-copper-silver project comprising a
polymetallic hydrothermal quartz vein type deposit covering an area of 10
hectares. The Shangri La Project is located 10 kilometres west of Kununurra,
the central town of the Northeast Kimberley region in Western Australia.
The consideration payable for the Tenement Interest was A$220,000 (the
"Purchase Price"), and was satisfied by A$20,000 be paid by the Company to
Goldfields in cash and the issuance of 190,000 ordinary fully paid shares in
the capital of the Company ("Consideration Shares").
Pursuant to the terms of the SPA, VVV and Goldfields have entered into a
lock-in agreement whereby Goldfields has agreed to restrict its ability to
sell the Consideration Shares for a period of three months.
The Company and Goldfields have also entered into a joint venture agreement
("JVA") under which VVV will be responsible for an initial expenditure fee of
A$300,000 over three years from the commencement of the JVA. Goldfields will
manage the joint venture ("JV") and be entitled to a 10% management fee of
expenses incurred by the JV.
FINANCE REVIEW
The l oss for the period to 31 December 2018 amounted to GBP103,000 which
included GBP25,000 share based payment charge and approximately and the
remainder relates to regulatory costs and other corporate overheads. The total
revenue for the period was nil. At 31 December 2018, the Company had cash
balances of GBP450,000.
The Company does not recommend the payment of a dividend.
Mahesh Pulandaran
Executive Chairman
31 May 2019
The Directors of the Company are responsible for the contents of this
announcement.
For further information, please contact:
The Company
Aaron Lucas + 44 (0) 7834 834 182
NEX Exchange Corporate Adviser:
Peterhouse Capital Limited
Guy Miller/Mark Anwyl +44 (0) 20 7469 0936
Statement of comprehensive income for the period from incorporation on 14
November 2017
to 31 December 2018
______________________________________________________________________________
____________
Period ended
31 December
2018
Note GBP'000
Revenue 4
Investment income -
Total revenue -
Administration expenses (78)
Share based payment charge (25)
Operating (loss) 5 (103)
Finance costs -
(Loss) before taxation (103)
Taxation 7 -
(Loss) for the period attributable to equity (103)
holders of the company
Other comprehensive income
Translation exchange (loss)/gain -
Other comprehensive income for the period -
net of taxation
Total comprehensive income for the period (103)
attributable to equity holders of the
company
Loss per share
Basic and diluted (pence) 8 (10.96)
The accompanying accounting policies and notes form part of these financial
statements.
Statement of financial position at 31 December 2018
______________________________________________________________________________
____________
31 December
2018
Note GBP'000
Non-current assets
Intangible assets 9 136
Current assets
Trade & other receivables 10 6
Cash and cash equivalents 450
456
Total assets 592
Current liabilities
Trade and other payables 11 (42)
(42)
Net current assets 414
Net assets 550
Equity
Share capital 12 -
Share premium account 628
Share based payment reserve 25
Retained earnings (103)
550
The financial statements of Veni Vidi Vici Ltd (registered number 196048) were
approved by the Board of Directors and authorised for issue on 31 May 2019 and
were signed on its behalf by:
Aaron Lucas Christopher Gordon
Director Director
The accompanying accounting policies and notes form part of these financial
statements.
Statement of changes in equity for the period from incorporation on 14
November 2017 to 31 December 2018
______________________________________________________________________________
____________
Share Share Share based Retained Total
payment reserve
capital premium earnings
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
On incorporation - - - - -
of 14 November
2017
(Loss) for the - - - (103) (103)
period
Total - - - (103) (103)
Comprehensive
Income
Shares issued - 723 - - 723
Share issue costs - (95) - - (95)
Share options - - 25 - 25
issued
Total - 628 25 - 653
contributions by
and distributions
to owners of the
Company
At 31 December - 628 25 (78) 550
2018
The accompanying accounting policies and notes form part of these financial
statements.
Statement of cash flows for the period from incorporation of 14 November 2017
to 31 December 2018
______________________________________________________________________________
____________
Period ended
31 Dec 2018
GBP'000
Cash flows from operating activities
Operating (loss) (103)
Share based payment charge 25
(Increase) in trade & other receivables (6)
Increase in trade and other payables 42
Net cash outflow in operating activities (42)
Investing activities
Finance costs -
Investment in intangible asset (13)
Net cash outflow in investing activities (13)
Financing activities
Issue of share capital 600
Issue costs (95)
Net cash inflow from financing activities 505
Net increase in cash and cash equivalents 450
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 450
The accompanying accounting policies and notes form part of these financial
statements.
Notes to the financial statements
______________________________________________________________________________
____________
1 General information
Veni Vidi Vici Ltd is a company incorporated on 14 November
2017 in the British Virgin Islands ("BVI") under the BVI
Business Companies Act 2004. The address of its registered
office is Vistra Corporate Services Centre, Wickhams Cay II,
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Road Town, Tortola, VG1110, British Virgin Islands. The
Company's ordinary shares are traded on the NEX Exchange
Growth Market as operated by NEX Exchange Ltd ("NEX").
The financial statements of Veni Vidi Vici Ltd for the period
from incorporation of 14 November 2017 to 31 December 2018
were authorised for issue by the Board on 31 May 2019 and the
statements of financial position signed on the Board's behalf
by Aaron Lucas and Christopher Gordon.
Investing policy
The investment strategy of the Company is to provide
Shareholders with an attractive total return achieved
primarily through capital appreciation. The Directors believe
that there are numerous investment opportunities within both
private and public businesses in the Base Metals and Precious
Metals sector in North America and Australia.
The Board, through its extensive network of contacts, has
identified a number of potentially interesting investment
opportunities, although formal discussions in respect of any
of these opportunities have not yet commenced.
The Company is likely to be an active investor and acquire
control of certain target companies although it may also
consider acquiring non-controlling shareholdings. The proposed
investments to be made by the Company may be in either quoted
or unquoted securities and made by direct acquisition of an
interest in companies, partnerships or joint ventures, or
direct interests in projects and can be at any stage of
development. Accordingly, the Company's equity interest in a
proposed investment may range from a minority position to 100
per cent. ownership and a controlling interest.
If the Company takes a controlling stake, the acquisition
could trigger a Reverse Takeover under Rule 57 of the NEX
Exchange Rules.
The Directors intend to acquire one or more investments in
quoted or unquoted businesses or companies (in whole or in
part) thereby creating a platform for further investments. The
Company may need to raise additional funds for these purposes
and may use both debt and/or equity.
The Directors and the Technical Adviser believe that their
broad, collective experience, together with their extensive
network of contacts, will assist them in identifying,
evaluating and funding suitable investment opportunities.
External advisers and investment professionals, over and above
the Technical Adviser, will be engaged as necessary to assist
with sourcing and due diligence of prospective opportunities.
The Directors will also consider appointing additional
directors with relevant experience if the need arises.
It is anticipated that returns to Shareholders will be
delivered primarily through an appreciation in the price of
the Ordinary Shares rather than capital distribution via
regular dividends. In addition, there may be opportunities to
spin out businesses in the form of distributions to
Shareholders or make trade sales of business divisions and
therefore contemplate returns via special dividends. Given the
nature of the investment strategy, the Company does not intend
to make additional regular and periodic disclosures or
calculations of net asset value outside of the requirements
for a NEX Exchange Growth Market traded company. It is
anticipated that the Company will hold investments for the
medium to long term, although where opportunities exist for
shorter term investments, the Company may undertake such
investments.
Notes to the financial statements (continued)
______________________________________________________________________________
____________
Investing policy (continued)
In compliance with Rule 51 of the NEX Exchange Rules, if the
Company (as an Investment Vehicle) has not substantially
implemented its investing policy after the period of one year
following Admission, it will seek Shareholder approval in
respect of the subsequent year for the further pursuit of its
investment strategy.
Pursuant to Rule 52 of the NEX Exchange Rules, the Company (as
an Investment Vehicle), is required to substantially implement
its investment strategy within a period of two years following
Admission. In the event that the Company has not undertaken a
transaction constituting a Reverse Takeover under Rule 57 of
the NEX Exchange Rules, or if it has otherwise failed to
substantially implement its investment strategy within such
two year period, NEX Exchange will suspend trading of the
Company's Issued Share Capital in accordance with Rule 78 of
the NEX Exchange Rules. If suspension occurs, the Directors
will consider returning the Company's cash to Shareholders
after deducting all related expenses.
The Directors intend to review the investment strategy on an
annual basis and, subject to their review and in the absence
of unforeseen circumstances, the Directors intends to adhere
to the investment strategy. Changes to the investment strategy
may be prompted, inter alia, by changes in government policies
or economic conditions which alter or introduce additional
investment opportunities. It is the intention of the Directors
to invest the Company's cash resources, as far as practicable,
in accordance with the investment strategy. However, due to
market and other investment considerations, it may take some
time before the cash resources of the Company are fully
invested.
It is intended that the funds initially available to the
Company will be used to meet general working capital
requirements, to undertake due diligence on potential target
acquisitions and to make investments in accordance with the
investment guidelines described above.
Statement of compliance with IFRS
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted
by the European Union and as applied in accordance with the
provisions of the BVI Business Companies Act 2004. The
principal accounting policies adopted by the Company are set
out below.
Notes to the financial statements (continued)
______________________________________________________________________________
____________
New standards, amendments and interpretations adopted by the
Company
No new and/or revised Standards and Interpretations have been
required to be adopted, and/or are applicable in the current
period by/to the Company, as standards, amendments and
interpretations which are effective for the financial period
beginning on 14 November 2017 are not material to the
Company.
New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements,
the following Standards and Interpretations which have not
been applied in these financial statements, were in issue but
not yet effective for the period presented:
- IFRS 9 in respect of Financial Instruments which will be
effective for the accounting periods beginning on or after 1
January 2018.
- IFRS 15 in respect of Revenue from Contracts with Customers
which will be effective for accounting periods beginning on
or after 1 January 2018.
- IFRS 16 in respect of Leases which will be effective for
accounting periods beginning on or after 1 January 2019.
- IFRS 17 in respect of Insurance Contracts will be effective
for accounting periods beginning on or after 1 January 2021
There are no other IFRSs or IFRIC interpretations that are
not yet effective that would be expected to have a material
impact on the Company.
Going Concern
The Directors noted the losses that the Company has made for
the Period Ended 31 December 2018. The Directors have
prepared cash flow forecasts for the period ending 31 May
2020 which take account of the current cost and operational
structure of the Company.
The cost structure of the Company comprises a high proportion
of discretionary spend and therefore in the event that cash
flows become constrained, costs can be quickly reduced to
enable the Company to operate within its available funding.
These forecasts demonstrate that the Company has sufficient
cash funds available to allow it to continue in business for
a period of at least twelve months from the date of approval
of these financial statements. Accordingly, the financial
statements have been prepared on a going concern basis.
It is the prime responsibility of the Board to ensure the
Company remains as going concerns. At 31 December 2018, the
Company had cash and cash equivalents of GBP450,000 and
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