IamFire Plc - Interim Results to 31 October 2021
PR Newswire
London, January 20
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
IamFire plc
AQSE: FIRE
("FIRE" or the "Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2021
CHAIRMAN'S STATEMENT
I am pleased to present the interim results for IamFire plc (AQSE: FIRE) for the period of 30 April 2021 to 31 October 2021. Significant changes took place with the appointment of John Taylor as Chief Executive Officer and Sandy Barblett as the Non-executive Chairman at the end of September 2021 and the retirement as directors of Burns Singh Tennent-Bhohi & Marc T Bamber. This coincided with an equity fundraise of £369,000 that allowed the Company to enter a period of review and consolidation, prior to embarking on an aggressive execution of its investment strategy designed to return value to our shareholders.
In November 2021, the Company announced the appointment of Fiona Wilmot as a new Non-executive Director and the retirement of Jeremy Ross. Fiona has taken over the responsibilities of the finance function within the Company and also those of Company Secretary. This has permitted FIRE to bring several previously outsourced functions in house, allowing the streamlining of processes and the stripping out of associated costs. The Board believes that this will improve the corporate governance aspects of the Company considerably and ensure that shareholders are presented with company information on an accurate and timely basis.
Since the period end the Company negotiated an option to subscribe up to £4.5m into Convertible Loan Notes (CLNs) with Boanerges Limited. Any CLNs subscribed for can be converted in to shares in Boanerges at 75p per share. Boanerges has subsequently acquired the assets, name and business of WeShop Limited, a social commerce platform that possesses the potential to scale rapidly under the execution stewardship of its new owners. As a result, Boanerges has been re-named as WeShop Holdings Limited (WeShop) and has listed its shares on the JP Jenkins exchange.
On 22 December 2021, IamFire subscribed for £2m worth of CLNs with WeShop Holdings and looks forward to assessing the progress of the WeShop platform prior to deciding on further commitments. The Company has a separate £4.5m Convertible Loan Note ("Previous CLN") with the legacy WeShop Limited, which is now effectively a shell company holding 33,333,333 shares in WeShop. Should the Previous CLN convert FIRE will become owners of around 25% of WeShop Limited and therefore would be entitled to receive around 8 million WeShop shares following any in specie distribution.
The WeShop platform is now live (www.we.shop), with a limited user base, prior to its formal launch in Q1 2022. Transactions are flowing with users able to purchase goods and services from the majority of the top 1,000 retailers operating in the UK. Users are being awarded shares in WeShop for every purchase, with the ultimate aim of distributing 90% of WeShop shares to its user base over time.
IamFire concluded a fundraise of £4.75m of new equity on 14 December 2021. This has secured the balance sheet of FIRE and provided the capital required to subscribe for the WeShop CLNs, should the Board deem that appropriate.
Bio2Pure has provided a comprehensive update of activity for 2021. Bio2Pure has made considerable progress in relation to its business development activities primarily in India however extending to other regions in Asia and the Middle East. Bio2Pure is submitting tender proposals for a number of projects which, if secured, would lead to material revenues in calendar year 2022. FIRE currently owns 10% of the issued share capital of Bio2Pure which it acquired through the issuance of 4,000,000 FIRE shares at 20p per share in August of 2020. In 2021, Bio2Pure raised in aggregate £400,000 through the subscription into Convertible Loan Notes. We look forward to providing further updates on the progress of Bio2Pure.
The Board has determined not to re-evaluate the carrying value of any of its existing investments until the year end date in April 2022. There are no material updates on other legacy investments of which the Board is conducting a review.
Financial Review
The Company's financial results for the six months ended 31 October 2021 show a loss of £86,186 (2020: loss of £161,709). Revenues of £nil (2020: £nil), administrative costs of £67,905 (2020: £237,863), finance income of £181,479 (2020: £66,096) and finance costs of £199,760 (2020: £71,038).
As at 31 October 2021, the Company had cash reserves of £340,870 (2020: £8,871).
The 2021 interim financial report of the Company has not been audited or reviewed by the Company's auditor, PKF Littlejohn LLP.
Outlook
The next 12 months should prove to be an exciting time for the Company. I would like to thank all stakeholders for their continued support and look forward to updating shareholders as our investments progress.
S Barblett
Chairman
20 January 2021
The Directors of the Company accept responsibility for the contents of this announcement.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
Sandy Barblett
John Taylor
Fiona Wilmot
info@iamfireplc.com
Peterhouse Capital Limited (Corporate Advisor):
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
| Six months to 31 October 2021 | Six months to 31 October 2020 | ||||||
| Note | (unaudited) | (unaudited) | |||||
| £ | £ | ||||||
| CONTINUING OPERATIONS | |||||||
| REVENUE | - | - | |||||
| Other operating income | - | 81,096 | |||||
| Administrative expenses | (67,905) | (237,863) | |||||
| OPERATING LOSS | (67,905) | (156,767) | |||||
| Finance income | 181,479 | 66,096 | |||||
| Finance costs | (199,760) | (71,038) | |||||
| LOSS BEFORE TAXATION | (86,186) | (161,709) | |||||
| Taxation | - | - | |||||
| LOSS FOR THE FINANCIAL PERIOD | (86,186) | (161,709) | |||||
| Other Comprehensive Income | - | - | |||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | (86,186) | (161,709) | |||||
| Earnings per share | |||||||
| Basic EPS (£) | 3 | (0.002) | (0.007) |
STATEMENT OF FINANCIAL POSITION
| As at 31 October 2021 | As at 30 April 2021 | As at 31 October 2020 | |||||
| Note | (unaudited) | (audited) | (unaudited) | ||||
| £ | £ | £ | |||||
| ASSETS | |||||||
| NON-CURRENT ASSETS | |||||||
| Investments at FVTPL | 814,677 | 814,677 | 815,000 | ||||
| 814,677 | 814,677 | 815,000 | |||||
| CURRENT ASSETS | |||||||
| Trade and other receivables | 19,672 | 12,890 | 107,639 | ||||
| Investments at FVTPL | 56,300 | 60,000 | 45,000 | ||||
| Financial assets at FVTPL | 4,974,936 | 4,793,456 | 4,566,082 | ||||
| Cash and cash equivalents | 340,870 | 8,871 | 59,363 | ||||
| 5,391,778 | 4,875,217 | 4,778,084 | |||||
| TOTAL ASSETS | 6,206,455 | 5,689,894 | 5,593,084 | ||||
| EQUITY | |||||||
| Called up share capital | 4 | 624,254 | 593,504 | 586,733 | |||
| Share premium | 4 | 4,040,370 | 3,708,120 | 3,479,890 | |||
| Retained earnings | 4 | (3,469,275) | (3,383,089) | (3,222,805) | |||
| TOTAL EQUITY | 1,195,349 | 918,535 | 843,818 | ||||
| LIABILITIES | |||||||
| NON-CURRENT LIABILITIES | |||||||
| Financial liabilities - borrowings | |||||||
| Interest bearing loans and interest | 4,873,595 | 4,673,835 | 4,471,289 | ||||
| CURRENT LIABILITIES | |||||||
| Trade and other payables | 137,511 | 97,524 | 277,977 | ||||
| 137,511 | 97,524 | 277,977 | |||||
| TOTAL LIABILITIES | 5,011,106 | 4,771,359 | 4,749,266 | ||||
| TOTAL EQUITY AND LIABILITIES | 6,206,455 | 5,689,894 | 5,593,084 | ||||
STATEMENT OF CASHFLOWS
Note | Six months to 31 October 2021 | Year ended 30 April 2021 | Six months to 31 October 2020 | ||||
| (unaudited) | (audited) | (unaudited) | |||||
| £ | £ | £ | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Loss before income tax | (86,186) | (321,993) | (161,709) | ||||
| Loss/(gain) on revaluation of fixed assets | 3,700 | (30,000) | - | ||||
| Finance costs | 199,760 | 273,584 | - | ||||
| Finance income | (181,479) | (244,616) | - | ||||
| Increase in trade and other receivables | (6,782) | (4,730) | (87,831) | ||||
| Increase/(decrease) in trade and other payables | 39,986 | (125,620) | 57,573 | ||||
Net cash used in operating activities | (31,001) | (453,375) | (30,258) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchase of fixed asset investments | - | (45,000) | (845,000) | ||||
| Interest received | - | 13 | - | ||||
| Investment in convertible loan notes | - | (4,527,161) | (4,500,000) | ||||
Net cash used in investing activities | - | (4,572,148) | (5,345,000) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Amount introduced by Directors | - | 3,315 | - | ||||
| Proceeds from the issue of share capital | 369,000 | 630,000 | 1,300,000 | ||||
| Share issue expenses paid | (6,000) | - | (105,000) | ||||
| Issue of discounted capital bond | - | 4,400,000 | 4,400,251 | ||||
| Net cash generated from financing activities | 363,000 | 5,033,315 | 5,595,251 | ||||
| Net (decrease) in cash and equivalents | 331,999 | 7,792 | 58,284 | ||||
| Cash and cash equivalents at beginning of period | 8,871 | 1,079 | 1,079 | ||||
| Cash and cash equivalents at end of period | 340,870 | 8,871 | 59,363 | ||||
STATEMENT OF CHANGES IN EQUITY
Share capital | Share premium | Retained earnings | Total Equity | |||||
| £ | £ | £ | £ | |||||
| Balance as at 1 May 2020 | 526,733 | 2,344,890 | (3,061,096) | (189,473) | ||||
| Loss in period | - | - | (161,709) | 161,709) | ||||
| Total comprehensive loss for the period | - | - | (161,709) | (161,709) | ||||
| Issue of share capital | 60,000 | 1,240,000 | - | 1,300,000 | ||||
| Cost of share issue | - | (105,000) | - | (105,000) | ||||
| Total transactions with owners, recognised directly in equity | 60,000 | 1,135,000 | - | 1,195,000 | ||||
| Balance as at 31 October 2020 | 586,733 | 3,479,890 | (3,222,805) | 843,818 | ||||
| Loss for the period | - | - | (160,284) | (160,284) | ||||
| Total comprehensive loss for the period | - | - | (160,284) | (160,284) | ||||
| Issue of share capital | 6,771 | 228,230 | - | 235,001 | ||||
| Total transactions with owners, recognised directly to equity | 6,771 | 228,230 | - | 235,001 | ||||
| Balance as at 30 April 2021 | 593,504 | 3,708,120 | (3,383,089) | 918,535 | ||||
| Balance as at 1 May 2021 | 593,504 | 3,708,120 | (3,383,089) | 918,535 | ||||
| Loss in the period | - | - | (86,186) | (86,186) | ||||
| Total comprehensive loss for the period | - | - | (86,186) | (86,186) | ||||
| Issue of share capital | 30,750 | 338,250 | - | 369,000 | ||||
| Cost of share issue | - | (6,000) | - | (6,000) | ||||
| Total transactions with owners, recognised directly to equity | 30,750 | 332,250 | - | 363,000 | ||||
| Balance as at 31 October 2021 | 624,254 | 4,040,370 | (3,469,275) | 1,195,349 |
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
1.GENERAL INFORMATION
The principal activity of the Company is to establish strategic and portfolio investment opportunities in Social Commerce, Life Sciences and Natural Resources.
I am Fire plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 07603259). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS.
2.BASIS OF PREPARATION
These condensed interim financial statements for the period ended 31 October 2021 have been prepared in accordance with the AQSE rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2021, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of IFRS as adopted by the European Union. Statutory financial statements for the year ended 30 April 2021 were approved by the Board of Directors on 26 October 2021 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was unqualified.
3.EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to shareholders by the weighted average number of ordinary shares ("WANS") outstanding in the period. Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. Diluted loss per share has not been calculated as the options and warrants have no dilutive effect given the loss arising in the period.
| Six months to 31 Oct 2021 | Six months to 31 Oct 2020 | Year ended 30 April 2021 | |||
| Earnings (£) | (86,186) | (161,709) | (321,993) | ||
| WANS (No.) | 35,115,104 | 22,114,378 | 30,383,848 | ||
| Earnings per share (£) | (0.002) | (0.007) | (0.0106) | ||
4.CALLED UP SHARE CAPITAL
As at the end of the reporting period the issued share capital in the Company was as follows:
| At 31 October 2021 (unaudited) | At 31 October 2020 (unaudited) | At 30 April 2021 (audited) | |||
| No. | No. | No. | |||
| Ordinary shares of £0.0025 | 47,014,017 | 32,005,683 | 34,714,017 | ||
| Deferred shares of £0.2475 | 2,047,350 | 2,047,350 | 2,047,350 |
Equity comprises the following:
Share capital: represents amounts subscribed for shares at nominal value
Share premium: represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.
Retained earnings: represents the accumulated profits and losses attributable to equity shareholders.
The interim financial information document will also be available on the Company's website www.iamfireplc.com
