14
February 2024
Agronomics
Limited
("Agronomics" or the
"Company")
Unaudited Interim Results for
the six-month period ending 31 December 2023
Agronomics Limited (AIM:ANIC), the
leading listed company focused on the field of cellular
agriculture, is pleased to announce its unaudited interim results
for the six-month period ending 31 December 2023. A copy of these
Interim Results is available on the Company's website
www.agronomics.im.
Financial highlights
●
The Company's Net Asset Value per Share at 31
December 2023 was 16.90 pence (30 June 2023: 16.94 pence)
- a decrease of 0.2%. The share price of 9.5 pence at the 31
December 2023 close represented a discount of 43% to the 31
December 2023 NAV per share.
●
Investment income, including loan interest and net
unrealised gains, was £696,120 (31 December 2022: £19,870,529).
during the six-month period.
●
Operating expenses for the period were £756,570
(31 December 2022: £800,227).
●
A net loss of £437,924 (31 December 2022: profit
of £18,582,602) was recognised during the period.
●
The carrying amount of invested assets at the half
year was £145,879,692 (30 June 2023: £141,773,297), and cash and
cash equivalents and cash deposits stood at £22,007,344 (30 June
2023: £28,093,984).
●
Net assets decreased to £167,826,248 at 31
December 2023 (30 June 2023: £168,263,512). The decrease is largely
due to unrealised foreign currency losses on investments of
£792,957 recognised during the period.
Investment highlights
●
09 August 2023, Agronomics
co-led portfolio company Meatable's €30 million Series B round with
a €4 million investment alongside New Agrarian Company
Limited.
●
14 August 2023, Agronomics
invested £700k in portfolio company Clean Food Group £2.3 million
pre-series A financing round. The round was led by Alianza Team, a
leading South American food company which has 75 years of
experience and expertise in developing functional, value-add oils
and fats products for the world's leading food
manufacturers.
●
09 October 2023, portfolio
company BlueNalu closed a US$ 33.5 million Series B round led by
NEOM with a US$ 20 million investment. The investment was
accompanied by the signing of an MoU with BlueNalu for the
commercialisation, marketing and distribution of BlueNalu's
cultured seafood.
●
16 November 2023, portfolio
company Solar Foods closed an €8 million Series B financing round
through the Finnish-based investment organiser
Springvest.
●
01 December 2023, portfolio
company Liberation Labs secured a US$ 25 million loan for its
biomanufacturing facility in Richmond, Indiana. The loan was
awarded by Ameris Bank which received a loan guarantee from the
USDA as part of its "Business and Industry" loan guarantee
program.
●
05 December 2023, portfolio
company Clean Food Group was awarded government funding towards a
£1 million project to accelerate novel low-emission food production
systems.
James Mellon, Chairperson of Agronomics,
commented: -
"The Board anticipates a number of positive developments
within the portfolio during 2024. With the first regulatory
approvals for the field now having been granted in major
jurisdictions such as the US, we are confident that in 2024 we will
witness additional regulatory approvals and commercial partnerships
from companies within the Agronomics portfolio. In addition,
notwithstanding that broader financial conditions remain
challenging, it is anticipated that several portfolio companies
will achieve material funding rounds providing them with the
capital they need to continue to improve their processes and push
their production towards cost parity with conventional production
methods."
For
further information please contact:
Agronomics
Limited
|
Beaumont
Cornish
Limited
|
Canaccord
Genuity Limited
|
Cavendish
Securities Plc
|
Peterhouse Capital
Limited
|
SEC
Newgate
|
The
Company
|
Nomad
|
Joint
Broker
|
Joint
Broker
|
Joint
Broker
|
Public
Relations
|
Jim
Mellon
Denham
Eke
|
Roland
Cornish
James
Biddle
|
Andrew
Potts
Harry
Pardoe
Alex
Aylen (Head of Equities)
|
Giles
Balleny
Michael
Johnson
|
Lucy
Williams
Charles
Goodfellow
|
Ed
Orlebar
Alistair
Walker
|
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No.
596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Chairman's statement
Introduction
I am pleased to present the
Unaudited Interim Results for Agronomics Limited (the "Company" or
"Agronomics") for the six-month period ending 31 December
2023.
This half-year, Agronomics focused
on supporting its existing portfolio through follow-on investments
and witnessed the closing of a number of substantial funding rounds
and strategic partnerships. In August, Agronomics co-led the €30
million Series B round for portfolio company Meatable M.V
("Meatable") with a €4 million investment. Pending regulatory
approval, Meatable is planning to launch its first product in
Singapore this year and shortly after in the US market. During the
period, Agronomics also made a follow-on investment of £0.7 million
into Clean Food Group Limited's ("Clean Food Group") £2.3 million
pre-Series A round, which will be used to scale up production and
commercialise its precision fermentation-derived palm oil
replacement, initially for cosmetic applications. The round was led
by Alianza Team ("Alianza"), a leading South American food company
with over 75 years of experience in developing value-added fats and
oils for world-leading food companies. This investment marked the
beginning of a strategic partnership in which Clean Food Group will
leverage Alianza's expertise to accelerate its path to
commercialisation.
During the period, Agronomics'
portfolio benefited from the increasing interest of governments and
companies alike in harnessing biomanufacturing for the development
of more sustainable and secure food production systems. In October,
portfolio company BlueNalu, Inc. ("BlueNalu") closed a US$ 33.5
million Series B funding round led by NEOM Investment Fund
("NEOM"), which was accompanied by a Memorandum of Understanding
for the marketing, commercialisation and distribution of BlueNalu's
cell cultured seafood. The partnership reflects the mutual
interests of both organisations in developing solutions that
increase food security and improve access to healthy foods for
communities in the Kingdom of Saudi Arabia and worldwide. In
December, portfolio company Liberation Labs, Inc. was awarded a US$
25 million loan from Ameris Bancorp ("Ameris ") to finance the
continued construction of its biomanufacturing facility in
Richmond, Indiana. The loan was backed by the United States
Department of Agriculture, which provided Ameris with a loan
guarantee as part of the "Business and Industry" loan guarantee
program. Clean Food Group was another company to receive government
support in the form of funding towards a £1 million project to
accelerate novel low-emission food production systems. The funding
came just as the UK government announced its landmark
National Vision for Engineering Biology
in which it laid out plans to harness
biomanufacturing to revolutionise medicine, food, and environmental
protection. Lastly, Solar Foods Oy. ("Solar Foods"), which has
received €34 million in public grant funding to date, closed an €8
million Series B financing led by Springvest Oy. Participants in
the round included Fazer Group, a Finnish confectionery company,
with which Solar Foods is now partnered for the commercialisation
in Singapore of a chocolate snack bar containing Solein.
In the past few months, we have also
witnessed further pivotal moments that represent accelerating
momentum in the sector as companies move from research and
development validation towards commercialisation. Precision
fermentation company TurtleTree Labs Pte. Ltd. was granted access
to the US market by achieving a "Generally Recognised as Safe"
status for its biomanufactured lactoferrin. Additionally, the
Israeli Ministry of Health granted cultivated meat company Aleph
Farms Ltd. regulatory approval for the sale of its cultivated beef
product in Israel. The company aims to launch its products in
Israel this year and has since applied for approval in Switzerland,
which, if granted, would make it the first approval within the
European market. The Israeli approval marks the opening of a new
jurisdiction for the commercialisation of cultivated meat alongside
the US and Singapore. In December, the Food Standards Australia New
Zealand published a statement on the status of Vow Group Pty Ltd.'s
approval for its cultivated quail and recognised it as safe to eat.
While this does not yet qualify as full approval, Australia appears
close to becoming the next jurisdiction to join the US, Singapore,
and Israel as target markets for commercialising cultivated meat.
As biomanufacturing and sustainable food production systems become
a priority for a growing number of jurisdictions, we expect to see
further regulatory approvals granted for the sale of cultivated
food and ingredients.
Agronomics has a healthy balance
sheet entering into 2024 and intends to preserve the majority of
its capital for follow-on investments into its existing portfolio
companies to assist with the achievement of major milestones such
as regulatory approvals, product launches, or building out their
commercial facilities. The Company continues to monitor and review
new and emerging technologies within the field of cellular
agriculture and will also look to expand the portfolio for further
diversification should the opportunity arise.
Investment
Review
During the period, the Company made
two follow-on investments, had four positive revaluations and saw
the portfolio companies receive government support and form new
strategic partnerships:
●
9 August 2023, Agronomics co-led portfolio company
Meatable's €30 million Series B round with a €4 million investment
alongside New Agrarian Company Limited.
●
14 August 2023, Agronomics
invested £0.7 million in portfolio company Clean Food Group £2.3
million pre-Series A financing round. The round was led by Alianza
Team, a leading South American food company which has 75 years of
experience and expertise in developing functional, value-add oils
and fats products for the world's leading food
manufacturers.
●
9 October 2023, portfolio
company BlueNalu closed a US$ 33.5 million Series B round led by
NEOM with a US$ 20 million investment. The investment was
accompanied by the signing of a Memorandum of Understanding with
BlueNalu for the commercialisation, marketing and distribution of
BlueNalu's cultured seafood.
●
16 November 2023, portfolio
company Solar Foods closed an €8 million Series B financing round
through the Finnish-based investment organiser
Springvest.
●
1 December 2023, portfolio
company Liberation Labs secured a US$ 25 million loan for its
biomanufacturing facility in Richmond, Indiana. The loan was
awarded by Ameris Bank which received a loan guarantee from the
USDA as part of its "Business and Industry" loan guarantee
program.
●
5 December 2023, portfolio
company Clean Food Group was awarded government funding towards a
£1 million project to accelerate novel low-emission food production
systems.
The portfolio weightings by total
investments held at 31 December 2023 are set out
below:
Company
|
Product Focus
|
NAV
Weighting
|
Liberation Labs
|
Contract Manufacturer for Precision
Fermentation
|
12.08%
|
SuperMeat
|
Cultivated Poultry
|
10.27%
|
BlueNalu
|
Cultivated Bluefin Tuna
|
8.76%
|
Meatable
|
Cultivated Pork and Beef
|
8.30%
|
Solar Foods
|
Novel Air Protein
|
7.90%
|
Formo
|
Precision Fermentation - Dairy
Proteins
|
6.53%
|
All G Foods
|
Precision Fermentation - Dairy
Proteins
|
5.51%
|
VitroLabs
|
Cultivated Leather
|
5.16%
|
Geltor
|
Precision Fermentation -
Collagen
|
5.12%
|
Clean Food Group
|
Fermentation - Palm Oil
|
4.79%
|
The EVERY Company
|
Precision Fermentation - Egg
Proteins
|
4.31%
|
Onego Bio
|
Precision Fermentation - Egg
Proteins
|
4.10%
|
Meatly
|
Cultivated Pet Food
|
3.40%
|
The LIVEKINDLY Collective
|
Plant-based Meat
|
2.99%
|
Mosa Meat
|
Cultivated Beef
|
2.08%
|
CellX
|
Cultivated Chicken
|
1.95%
|
GALY
|
Cultivated Cotton
|
1.88%
|
Tropic
|
Gene-Edited Crops
|
1.62%
|
California Cultured
|
Cultivated Coffee and
Cocoa
|
1.19%
|
Hydgene Renewables
|
Developer of synthetic biology
technology for hydrogen production
|
0.92%
|
Bond Pet Foods
|
Precision Fermentation - Pet
Food
|
0.50%
|
Other
|
N/A
|
0.64%
|
Under our valuation policy, it is
not possible to reflect significant uplifts between valuation
events, and therefore the Board believes that the stated NAV per
share may not fully represent the current intrinsic value of the
portfolio companies given their continuing progress in this rapidly
growing sector. Investments will be written down in cases where we
are not satisfied that sufficient progress is occurring.
Financial
Review
The Company recorded a net loss for
the period of £437,924 (31 December 2022: profit of £18,582,602).
During the six months, investment income, including loan interest
and net unrealised gains, was £696,120 (31
December 2022: £19,870,529). No performance fees were payable or accrued for the
current period. The basic loss per share was 0.044 pence (31
December 2022: profit of 1.91 pence), and the diluted loss per
share was 0.044 pence (31 December 2022: profit of 1.32
pence).
The carrying amount of invested
assets is £145,879,692 (30 June 2023: £141,773,297), and cash and
cash equivalents and bank deposits stood £22,007,344 (30 June 2023:
£28,093,984). Our net assets decreased to £167,826,248 at 31
December 2023 (30 June 2023: £168,263,512). The decrease is largely
due to unrealised foreign currency losses on investments of
£792,957 recognised during the period. As a result, the net asset
value per share at 31 December 2023 is 16.90 pence, which is a
decrease of 0.2% from 30 June 2023 (16.94 pence).
Financing
activity
During the period, 2,210 new
ordinary shares were issued following the exercise of warrants.
Gross proceeds of £660 were received by the Company.
The Board approved a share buyback
programme for an aggregate amount of up to £3m for a period of 6
months commencing on 2nd October 2023. To the period ending
31 December 2023, the Company has yet to initiate any
buybacks.
Strategy and
Outlook
The Board anticipates a number of
positive developments within the portfolio during 2024. With
the first approvals for the field now having been granted to the
sector, 2024 should see multiple product approvals and commercial
partnerships formed within Agronomics' own portfolio. In
addition, notwithstanding that broader financial conditions remain
challenging, it is anticipated that several portfolio companies
will achieve material funding rounds providing them with the
capital they need to continue to improve their processes and push
their production towards cost parity with conventional production
methods.
In general, the interest in
innovation and the adoption of technologies to improve food systems
remains high. The sector has seen increasing positive
rhetoric from forward thinking governments, including the UK.
There have also been numerous announcements around investment, loan
and grant programmes to support this innovation. We expect to
see further pivotal milestones such as the opening of new
jurisdictions as target markets for the production and
commercialisation of biomanufactured food and ingredients, as
demonstrated the by recent approval Aleph Farms' cultivated beef in
Israel.
The Board will continue to review
new opportunities in line with its Investing Policy but with an
increased focus on the existing portfolio. Further details of our
Investing Policy can be found on the Company's website at
www.agronomics.im.
Jim
Mellon
Chairman
13 February 2024
Condensed statement of comprehensive income
For the period ended 31 December
2023
|
Notes
|
Period
ended
31/12/2023
(unaudited)
|
Period
ended
31/12/2022
(unaudited)
|
|
|
£
|
£
|
Income
|
|
|
|
Net income from financial instruments
at fair value through profit and loss
|
2
|
608,573
|
19,374,741
|
|
|
────────
|
────────
|
|
|
608,573
|
19,374,741
|
Operating expenses
|
|
|
|
Directors' fees
|
|
(75,000)
|
(50,000)
|
Other operating costs
|
4
|
(756,570)
|
(800,227)
|
Unrealised foreign exchange
losses
|
|
(792,957)
|
(437,700)
|
|
|
────────
|
────────
|
Loss/(profit) from operating activities
|
|
(1,015,954)
|
18,086,814
|
|
|
|
|
Interest received
|
2
|
578,030
|
495,788
|
|
|
────────
|
────────
|
Loss/(profit) before taxation
|
|
(437,924)
|
18,582,602
|
|
|
|
|
Taxation
|
|
-
|
-
|
|
|
────────
|
────────
|
Loss/(profit) for the period
|
|
(437,924)
|
18,582,602
|
|
|
|
|
Other comprehensive income
|
|
-
|
-
|
|
|
────────
|
────────
|
Total comprehensive Loss/(profit) for the
period
|
|
(437,924)
|
18,582,602
|
|
|
════════
|
════════
|
|
|
|
|
Basic profit per share
(pence)
|
5
|
(0.044)
|
1.91
|
Diluted profit per share
(pence)
|
5
|
(0.044)
|
1.32
|
The Directors consider that the
Company's activities are continuing.
The notes on pages 8 to 10 form part
of these interim financial statements.
Condensed statement of financial position
As at 31 December 2023
|
Notes
|
31/12/202
(unaudited)
|
30/06/2023
(audited)
|
|
|
£
|
£
|
Current assets
|
|
|
|
Financial assets at fair value
through profit or loss
|
6
|
145,879,692
|
141,773,297
|
Bank deposits
|
|
16,972,256
|
10,000,000
|
Trade and other
receivables
|
|
142,258
|
335,810
|
Cash and cash equivalents
|
|
5,035,088
|
18,100,498
|
|
|
────────
|
────────
|
Total assets
|
|
168,029,294
|
170,209,605
|
|
|
════════
|
════════
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
|
993
|
992
|
Share premium
|
|
134,482,024
|
134,481,365
|
Share reserve
|
|
1,686,336
|
1,686,336
|
Accumulated earnings
|
|
31,656,895
|
32,094,819
|
|
|
────────
|
────────
|
Total equity
|
|
167,826,248
|
168,263,512
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
7
|
203,046
|
1,946,093
|
|
|
────────
|
────────
|
Total liabilities
|
|
203,046
|
1,946,093
|
|
|
|
|
|
|
────────
|
────────
|
Total equity and liabilities
|
|
168,029,294
|
170,209,605
|
|
|
════════
|
════════
|
The notes on pages 8 to 10 form part
of these interim financial statements.
These interim financial statements
were approved by the Board of Directors on 13 February 2024 and
were signed on their behalf by:
Denham Eke
Director
Condensed statement of changes in equity
For the period ended 31 December
2023
|
|
Share
capital
£
|
Share
premium
£
|
Share
reserve
£
|
Retained
earnings
£
|
Total
£
|
|
|
|
|
|
|
|
Balance at 01 July 2022
(audited)
|
|
968
|
129,855,667
|
4,341,639
|
9,714,629
|
143,912,903
|
|
|
|
|
|
|
|
Total comprehensive profit for the
period
|
|
-
|
-
|
-
|
18,582,602
|
18,582,602
|
Issue of shares
|
|
23
|
4,353,179
|
(4,341,639)
|
-
|
11,563
|
|
|
──────
|
────────
|
───────
|
────────
|
────────
|
Balance at 31 December 2022 (unaudited)
|
|
991
|
134,208,846
|
-
|
28,297,231
|
162,507,068
|
|
|
══════
|
════════
|
═══════
|
════════
|
════════
|
|
|
Share
capital
£
|
Share
premium
£
|
Share
reserve
£
|
Retained
earnings
£
|
Total
£
|
|
|
|
|
|
|
|
Balance at 01 July 2023
(audited)
|
|
992
|
134,481,365
|
1,686,336
|
32,094,819
|
168,263,512
|
|
|
|
|
|
|
|
Total comprehensive profit for the
period
|
|
-
|
-
|
-
|
(437,924)
|
(437,924)
|
Issue of shares
|
|
1
|
659
|
-
|
-
|
660
|
|
|
──────
|
────────
|
───────
|
────────
|
────────
|
Balance at 31 December 2023 (unaudited)
|
|
993
|
134,482,024
|
1,686,336
|
31,656,895
|
167,826,248
|
|
|
══════
|
════════
|
═══════
|
════════
|
════════
|
The notes on pages 8 to 10 form part
of these interim financial statements.
Condensed statement of cash flows
For the period ended 31 December
2023
|
Notes
|
Period
ended
31/12/2023
|
Period
ended
31/12/2022
|
|
|
(unaudited)
|
(unaudited)
|
|
|
£
|
£
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
Loss/(profit) for the period
|
|
(437,924)
|
18,582,602
|
|
|
|
|
Purchase of investments
|
|
(4,175,055)
|
(18,213,217)
|
Interest received -
non-cash
|
|
(578,030)
|
(495,788)
|
Unrealised gains on
investments
|
2
|
(608,573)
|
(19,374,741)
|
Unrealised foreign exchange losses on
investments
|
|
764,781
|
(71,775)
|
|
|
───────
|
───────
|
Operating loss before changes in working
capital
|
|
(5,034,801)
|
(19,572,919)
|
|
|
|
|
Change in trade and other
receivables
|
|
193,552
|
(4,076)
|
Change in trade and other
payables
|
|
(1,743,047)
|
(2,369,092)
|
|
|
───────
|
───────
|
Net
cash flows from operating activities
|
|
(6,584,296)
|
(21,946,087)
|
|
|
═══════
|
═══════
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
Proceeds from issue of
shares
|
|
660
|
11,563
|
Cash interest received
|
|
490,483
|
277,273
|
|
|
───────
|
───────
|
Net
cash flows from financing activities
|
|
491,143
|
288,836
|
|
|
═══════
|
═══════
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
Bank deposits not considered cash and
cash equivalents (net movement)
|
|
(6,972,257)
|
11,914,390
|
|
|
───────
|
───────
|
Net
cash from investing activities
|
|
(6,972,257)
|
11,914,390
|
|
|
═══════
|
═══════
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
(13,065,410)
|
(9,742,861)
|
|
|
|
|
Cash and cash equivalents at
beginning of period
|
|
18,100,498
|
31,458,326
|
|
|
───────
|
───────
|
Cash
and cash equivalents at the end of period
|
|
5,035,088
|
21,715,465
|
|
|
═══════
|
═══════
|
The notes on pages 8 to 10 form part
of these interim financial statements.
1
Significant accounting policies
Agronomics Limited (the "Company")
is a company domiciled in the Isle of Man. The address of the
Company's registered office is Viking House, St Paul's Square,
Ramsey, Isle of Man, IM8 1GB.
The unaudited condensed financial
statements of the Company (the "Financial Information") are
prepared in accordance with Isle of Man law and International
Financial Reporting Standards ("IFRS") and their interpretations
issued by the International Accounting Standards Board ("IASB") and
adopted by the European Union ("EU"). The financial information in
this report has been prepared in accordance with the Company's
accounting policies. Full details of the accounting policies
adopted by the Company are contained in the financial statements
included in the Company's annual report for the year ended 30 June
2023 which is available on the Group's website:
www.agronomics.im
The accounting policies and methods
of computation and presentation adopted in the preparation of the
Financial Information are consistent with those described and
applied in the financial statements for the year ended 30 June
2023. There are no new IFRSs or interpretations effective from 1
July 2023 which have had a material effect on the financial
information included in this report.
The unaudited condensed financial
statements do not constitute statutory financial statements. The
statutory financial statements for the year ended 30 June 2023,
extracts of which are included in these unaudited condensed
financial statements, were prepared under IFRS as adopted by the
EU. The auditors' report on those financial statements was
unmodified.
The preparation of the Financial
Information requires management to make judgements, estimates and
assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses. Actual
results could differ materially from these estimates. In preparing
the Financial Information, the critical judgements made by
management in applying the Company's accounting policies and the
key sources of estimation uncertainty were the same as those that
applied to the financial statements as at and for the year ended 30
June 2023 as set out in those financial statements.
The Financial Information is
presented in Great British Pounds, rounded to the nearest pound,
which is the functional currency and also the presentation currency
of the Company.
2 Net
income from financial instruments at fair value through profit and
loss
|
31/12/2023
(unaudited)
£
|
31/12/2022
(unaudited)
£
|
Net unrealised gains on
investments
|
608,573
|
19,374,741
|
|
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|
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|
3
Performance fee
|
31/12/2023
(unaudited)
£
|
31/12/2022
(unaudited)
£
|
Performance fee
|
-
|
-
|
|
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|
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|
Shellbay Investments Limited
("Shellbay") receives performance fees for the provision of Mr
James Mellon as Director of the Company and other services as
detailed in the announcement of 6 May 2021. Shellbay shall be
entitled to an annual fee equal to the value of 15% of any increase
between the Company's net asset value ("NAV") on a per issued share
basis at the start of a reporting period and 30 June ("Closing NAV
Date") each year during the term of the New Shellbay Agreement,
with the first reporting period being from 1 July 2020 to 30 June
2021, and annually thereafter. The opening and closing NAV for each
period will be based on the audited financial statements of the
Company for the relevant financial year, with the opening NAV for
each reporting period being the higher of (i) 5.86 pence per share
(the highest annual audited NAV per share since the Company adopted
its current investment policy and reported NAV per share in
September 2019)), and (ii) the highest NAV per share reported at a
Closing Date for the previous reporting periods during the term of
the agreement (establishing a rolling high-watermark for Shellbay
to qualify for such fee). Any increase in NAV per share will then
be applied to the total issued share capital at the end of the
relevant period for the purposes of determining the 15% fee. Any
change in NAV per share that arises from funds raised at a premium
or discount to the existing NAV per share will therefore be
considered for the purposes of calculating Shellbay's fee by
reference to the annual audited accounts (for clarity being an
increase in respect of a premium and a decrease in respect of a
discount).
At the election of the Company, the
Shellbay fee shall be payable either in whole or in part by the
issue of new shares at a price equal to the mid-price on the last
day of the relevant Qualifying Period (being the Company's
accounting year from 1 July to 30 June) or grant of nil price
warrants over shares; or in cash; or (with the agreement of
Shellbay), in cash-equivalents (such as shares), and other assets
held by the Company. No fees were payable or accrued for the
current period (31 December 2022: £nil). See note 8 for further
details.
4 Other
operating costs
|
31/12/2023
(unaudited)
£
|
31/12/2022
(unaudited)
£
|
|
|
|
Auditors' remuneration
|
31,000
|
30,000
|
Insurance
|
28,242
|
19,741
|
Professional fees
|
175,250
|
292,586
|
Sundry expenses
|
522,078
|
457,900
|
|
───────
|
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|
Total other costs
|
756,570
|
800,227
|
|
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|
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|
The Company has no employee's other than the Directors.
5 Basic
and diluted profit per share
The calculation of the basic
earnings per share is based on the earnings attributable to
ordinary shareholders divided by the weighted average number of
shares in issue during the period.
The calculation of diluted earnings
per share is based on the basic earnings per share, adjusted to
allow for the issue of shares, on the assumed conversion of all
dilutive share options.
|
31/12/2023
£
|
31/12/2022
£
|
(Loss)/profit for the
period
|
(437,924)
|
18,582,602
|
|
No.
|
No.
|
Weighted average number of ordinary
shares in issue
|
993,152,986
|
973,278,666
|
Dilutive effect of shares to be
issued
|
434,342,919
|
435,440,939
|
Diluted number of ordinary
shares
|
1,427,495,905
|
1,408,719,605
|
Basic (loss)/earnings per share
(pence)
|
(0.044)
|
1.91
|
Diluted (loss)/earnings per share
(pence)
|
(0.044)
|
1.32
|
6
Financial assets at fair value through profit or
loss
A wholly owned subsidiary entity of
the Company, Agronomics Investment Holdings Limited ("the
Subsidiary" or "AIHL"), holds the majority of the portfolio of
unquoted investments. Unquoted investments were transferred by the
Company into AIHL at their respective carrying amounts. The
investment in subsidiary is stated at fair value through profit or
loss in accordance with the IFRS 10 Investment Entity Consolidation
Exception. The fair value of the investment in Subsidiary is based
on the period-end net asset value of the Subsidiary. Additions and
disposals regarding the investment in subsidiary are recognised on
trade date.
|
31/12/2023
|
30/06/2023
|
|
(unaudited)
£
|
(audited)
£
|
Quoted
|
85,192
|
177,330
|
Unquoted
|
59,704
|
7,417,071
|
Investment in subsidiary
|
145,734,796
|
134,178,896
|
|
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|
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|
|
145,879,692
|
141,773,297
|
|
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|
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|
The composition of the investments
held, both directly and indirectly through the Subsidiary in the
underlying portfolio, is as follows:
|
31/12/2023
|
30/06/2023
|
|
(unaudited)
£
|
(audited)
£
|
Equities
|
143,641,062
|
132,664,299
|
Convertible loan notes and
SAFEs*
|
2,238,630
|
9,108,998
|
|
───────
|
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|
|
145,879,692
|
141,773,297
|
|
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|
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|
* A SAFE is a Simple Agreement for
Future Equity. SAFE Agreements have similar characteristics to
Convertible Loans and are designed to provide an early investor
with an "edge" ahead of a larger planned funding. The edge is
typically conversion of funds advanced for new equity at a discount
to the subsequent raise.
7 Trade
and other payables
|
31/12/2023
|
30/06/2023
|
|
(unaudited)
£
|
(audited)
£
|
Provision for audit fee
|
24,320
|
57,488
|
Trade creditors
|
178,726
|
202,269
|
Provision for Shellbay
fee
|
-
|
1,686,336
|
|
──────
|
──────
|
|
203,046
|
1,946,093
|
|
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|
During the period, the cash portion
of the fee due to Shellbay was settled in full. See note
8.
8
Related party transactions
Under an agreement dated 1 December
2011, Burnbrae Limited, a company related to both Jim Mellon and
Denham Eke, provide certain services, principally accounting and
administration, to the Company. This agreement may be terminated by
either party on three months' notice. The Company incurred a total
cost of £15,000 (period ended 31 December 2022: £15,000) during the
period under this agreement of which £3,078 was outstanding as at
the period end (30 June 2023: £3,000).
Under an updated agreement dated May
2021, Shellbay Investments Limited, a Company related to both Jim
Mellon and Denham Eke, provide certain services to the Company
including the services of Jim Mellon as Director of the
Company.
No fees were payable or accrued for
the current period (31 December 2022: £nil). See note 3 for further
details.
During the period, the Shellbay fee
due at 30 June 2023 was partly settled, with a cash payment of
£1,686,336. Post period end, the balance of the fee of £1,686,336
was settled with the issuance of 16,253,847 new ordinary
shares.
In accordance with the Company's
published investment strategy, Mr Mellon may co-invest alongside
the Company in certain investments and, accordingly, he has direct
and indirect interests in other investments held by the
Company.
9
Commitments and contingent liabilities
There are no known commitments or
contingent liabilities as at the period end.
10 Events after the
reporting date
Post period end, the balance of the
Shellbay fee of £1,686,336 was settled with the issuance of
16,253,847 new ordinary shares.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's
Nominated Adviser and is authorised and regulated by the FCA.
Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
END