TIDMEVRH
RNS Number : 0328S
EVR Holdings PLC
28 September 2017
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
28 September 2017
EVR Holdings plc
('EVR' or the 'Company')
Half-yearly Results
EVR Holdings (AIM: EVRH), a creator of virtual reality ('VR')
content, is pleased to announce its Half-yearly Results for the six
months to 30 June 2017.
Highlights
-- On 20th March 2017 the Company's subsidiary, MelodyVR Ltd
("MelodyVR"), entered into a global framework agreement with
Universal Music Group, the world's largest record label.
-- On 7th June 2017 the Company completed a successful fundraise
for GBP5 million before costs.
-- On the 22nd June 2017 MelodyVR, entered into a global
distribution and marketing partnership with Microsoft
Corporation.
-- As at 30th June 2017 the Company has cash and cash
equivalents in excess of GBP6.5 million for future expansion and
development.
- Ends -
For further information:
EVR Holdings plc
Anthony Matchett, Chief Executive Officer Tel: +44 (0) 203
289 7430
Sebastian Theron, Chief Financial Officer www.evrholdings.com
Zeus Capital Limited (Nominated Adviser
and Broker)
Andrew Jones / Phil Walker (Corporate Tel: +44 (0) 203
Finance) 829 5000
John Goold / Benjamin Robertson (Sales www.zeuscapital.co.uk
& Broking)
Media enquiries:
Tulchan Communications
James Macey White / Will Smith / Deborah Roney Tel: +44 (0)
207 353 4200
www.tulchangroup.com
Chairman's Statement
I am pleased to be able to present these results for a period in
which the Company and its principal subsidiary MelodyVR Limited
("MelodyVR") have achieved a number operational and commercial
successes.
Having secured licensing agreements with all three of the
world's largest record labels, MelodyVR has the necessary global
label agreements to monetise its extensive library of VR music
content. These ground-breaking agreements, which license the
creation and distribution of virtual reality content, not only open
the door to accessing the world's most recognisable musicians and
international superstars, but secure the rights to create, produce
and distribute VR content to a global audience backed by both
labels and artists alike.
During the first half of this year, MelodyVR created content
with an additional 74 chart-topping artists and secured additional
exclusive partnerships covering another 11 global festivals, venues
and event brands. Each partnership named MelodyVR as their sole
partner for VR content creation, distribution and exploitation.
June 2017 saw MelodyVR complete a Global Partnership with
Microsoft Corporation. As part of the agreement, Microsoft provided
MelodyVR with additional funding and technical expertise in order
to secure the launch of the MelodyVR platform on all forthcoming
'Windows Mixed Reality' devices, which have been created in
partnership with companies such as Acer, Dell, HP and Lenovo.
MelodyVR has also agreed that Microsoft may actively market the
MelodyVR app, primarily to their 500 million Windows 10 consumers,
as well as at Microsoft branded events and within their retail
stores. The completion of this Global Partnership, combined with
the detailed marketing commitments, demonstrates the demand for
MelodyVR's music platform and content, from both a key VR hardware
developer and the world's largest software company.
Also in June 2017 the Company completed the placing of 62.5
million ordinary shares raising GBP5 million from both new and
existing shareholders, including the participation of amongst
others; Hargreave Hale who provide important institutional
validation. This additional funding has allowed MelodyVR to focus
on deepening content creation with a number of the world's most
recognisable artists and musician. This has enhanced and enriched
its already significant library of original VR content assets, in
anticipation of the launch of its platform which will be timed to
benefit from the significant sales of consumer devices anticipated
over the holiday period. Alongside content creation, MelodyVR has
also supplemented its core team with a number of key hires, both in
the UK and across the Atlantic where MelodyVR's increased presence
will further increase the capacity for content creation and
distribution.
As we look ahead, your Board will continue to focus on the
launch of MelodyVR - the global destination platform for music in
virtual reality, a free-of-charge application that will be
available across all leading VR devices, fully licensed by the
world's largest record labels and populated with original VR
content from the global stars of the music industry.
As Virtual Reality becomes more prominent and manufacturers such
as Facebook, Google, Samsung, Microsoft and Sony PlayStation
continue to research, innovate, collaborate and collectively invest
billions into R&D, we expect the quality of virtual reality
devices to improve significantly. Falling hardware device costs
will inevitably stimulate expansion of the global VR install base
and the consequent growth in consumer consumption of VR content
across an ever expanding horizon of verticals, services and
applications.
As this emerging market scales, MelodyVR will continue to extend
its partnership reach and broaden its appeal to a wider cross
section of music lovers around the world. As pioneers looking to
secure a dominant early mover position, your Board is confident
that it has both the operational and distribution capabilities to
ensure a successful launch and to define Melody VR as the music
consumption medium of choice.
As we continue on this exciting journey, I would like to close
by thanking our shareholders and advisors who have contributed to
giving the Company such a bright future.
Sean Nicolson
Chairman
28 September 2017
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR EVR
HOLDINGS PLC
for the six months ended 30th June 2017
Unaudited Unaudited Audited
Six months Six months Year to
to to
30th June 30th June 31st
2017 2016 December
2016
Notes GBP GBP GBP
Continuing operations
Administrative expenses (2,626,042) (1,154,973) (2,630,922)
_____ _____ _____
OPERATING LOSS (2,626,042) (1,154,973) (2,630,922)
---------------------------------------------------------------------------------------- ------------ --------------------------- ------------
Operating loss before
non-recurring and non-cash
items (1,866,788) (405,837) (1,640,175)
Depreciation (61,659) (17,886) (53,631)
Readmission costs - (492,139) (492,139)
Share based payments (697,595) (239,111) (444,977)
_____ _____ _____
OPERATING LOSS (2,626,042) (1,154,973) (2,630,922)
---------------------------------------------------------------------------------------- ------------ --------------------------- ------------
Finance income 2,182 867 2,212
Finance costs - (7,848) (7,847)
_____ _____ _____
LOSS FOR THE PERIOD BEFORE
TAXATION (2,623,860) (1,161,954) (2,636,557)
Taxation - - -
_____ _____ _____
NET LOSS AND TOTAL COMPREHENSIVE
INCOME FOR THE PERIOD (2,623,860) (1,161,954) (2,636,557)
Attributable to:
Owners of the parent company (2,623,860) (1,109,811) (2,584,414)
Non - controlling interest - (52,143) (52,143)
_____ _____ _____
Loss per share 3
Basic and Diluted from
Continuing Operations ( 0.266)p (0.007)p (0.028)p
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR EVR
HOLDINGS PLC
for the six months ended 30th June 2017
(unaudited)
Share Merger Reverse Share Non-
Share Premium Relief Retained Takeover Option Controlling
Capital Reserve Reserve Losses Reserve Reserve Interest Total
GBP GBP GBP GBP GBP GBP GBP GBP
Balance at
30th June
2016 7,791,871 4,518,892 486,611 (1,302,509) (10,002,543) 239,111 (46,003) 1,597,875
Total
comprehensive
loss for the
period - - - (1,468,463) - - - (1,468,463)
Grant of share
options 205,866 205,866
Issue of new
shares 2,275,990 1,384,397 - - - - - 3,747,941
___ _____ _____ _____ _____ _____ _____ _____
Balance at
31st December
2016 10,067,861 5,903,289 486,611 (2,770,972) (10,002,543) 444,977 (46,003) 4,083,220
Shares issued
in year 756,647 4,132,189 - - - - - 4,888,836
Grant of share
options 697,595 697,595
Net loss for
the period - - - (2,623,860) - - - (2,623,860)
_____ _____ _____ _____ _____ _____ _____ _____
Balance at
30th June
2016 10,824,508 10,035,478 486,611 (5,394,832) (10,002,543) 1,142,572 (46,003) 7,045,791
CONSOLIDATED STATEMENT OF FINANCIAL POSISITON FOR EVR HOLDINGS
PLC
as at 30th June 2017
Unaudited Unaudited Audited
as at as at as at
30th June 30th June 31st December
2017 2016 2016
Notes GBP GBP GBP
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 322,938 139,713 229,732
Intangible assets 4 603,476 603,476 603,476
_____ _____ _____
TOTAL NON-CURRENT ASSETS 926,414 743,189 833,208
_____ _____ _____
CURRENT ASSETS
Trade and other receivables 181,780 120,489 112,602
Cash and cash equivalents 6,554,556 1,069,073 3,369,693
_____ _____ _____
TOTAL CURRENT ASSETS 6,736,336 1,189,562 3,482,295
______ ______ _____
TOTAL ASSETS 7,662,750 1,932,751 4,315,503
______ ______ ______
LIABILITIES
CURRENT LIABILITIES
Trade and other payables (616,959) (247,322) (232,283)
______ ______ ______
TOTAL CURRENT LIABILITIES (616,959) (247,322) (232,283)
______ ______ _____
TOTAL LIABILITIES (616,959) (247,322) (232,283)
______ ______ _____
TOTAL NET ASSETS/(LIABILITIES) 7,045,791 1,685,429 4,083,220
______ ______ _____
EQUITY
Share capital 6 10,824,508 7,791,871 10,067,861
Share premium reserve 10,035,478 4,518,892 5,903,289
Retained losses (5,394,832) (1,302,509) (2,770,972)
Share Option Reserve 1,142,572 239,311 444,977
Merger Relief Reserve 486,611 486,611 486,611
Non-controlling interests (46,003) (46,003) (46,003)
Reverse takeover reserve (10,002,543) (10,002,543) (10,002,543)
_____ _____ _____
TOTAL EQUITY 7,045,791 1,685,429 4,083,220
_____ ______ _____
CONSOLIDATED CASH FLOW STATEMENT FOR EVR HOLDINGS PLC
for the six months ended 30th June 2017
Unaudited Unaudited Audited
Six months Six months Year to
to to
30th June 30th June 31st December
2017 2016 2016
GBP GBP GBP
Loss from continuing
operations (2,623,860) (1,161,954) (2,636,557)
Adjustments for:
Amortisation of intangible 125 -
assets
Depreciation of fixed
assets 61,659 17,283 53,631
Share based payment expense 697,595 239,111 444,977
Increase/(decrease) in
trade and other receivables (79,922) 573,399 112,575
Increase in trade and
other payables 395,419 13,600 475,576
_____ _____ _____
Net cash outflow from
operating activities (1,549,109) (318,436) (1,549,798)
___ ___ _____
Investing activities
Purchase of property,
plant and equipment (154,863) (119,576) (243,469)
Acquisition of subsidiary - 1,401,915 1,401,905
_____ _____ _____
Net cash generated from/(used
in) investing activities (154,863) 1,282,339 1,158,436
Financing activities
Proceeds from issue of
ordinary share capital 4,888,835 92,055 3,328,988
Proceeds from the exercise
of warrants - - 418,952
_____ _____ _____
Net cash generated from
financing activities 4,888,835 92,055 3,747,940
_____ _____ _____
Increase in cash and
cash equivalents 3,184,863 1,055,958 3,356,578
Cash and cash equivalents
brought forward 3,369,693 13,115 13,115
_____ _____ _____
Cash and cash equivalents
carried forward 6,554,556 1,069,073 3,369,693
_____ _____ _____
NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR EVR HOLDINGS
PLC
for the six months ended 30th June 2017
1. Basis of preparation of interim financial information
The consolidated interim financial statements have been prepared
in accordance with the recognition and measurement principles of
International Financial Reporting Standards as endorsed by the
European Union ("IFRS") and expected to be effective at the
year-end of 31 December 2017.
The accounting policies are unchanged from the financial
statements for the year ended 31 December 2016.
The interim financial statements are unaudited and do not
constitute statutory accounts within the meaning of Section 434 of
the Companies Act 2006. Statutory accounts for the year ended 31
December 2016, prepared in accordance with IFRS, have been filed
with the Registrar of Companies. The Auditors' Report on these
accounts was unqualified, did not include any matters to which the
Auditors drew attention by way of emphasis without qualifying their
report and did not contain any statements under section 498 of the
Companies Act 2006.
The consolidated interim financial statements are for the 6
months to 30 June 2017.
The interim consolidated financial information do not include
all the information and disclosures required in the annual
financial statements, and should be read in conjunction with the
group's annual financial statements for the year ended 31 December
2016, which were prepared in accordance with IFRS's as adopted by
the European Union.
Going Concern
The directors have prepared detailed cash flow forecasts and are
of the opinion that it is appropriate to prepare these financial
statements on a going concern basis. In making this assessment
management has considered:
a) The current working capital position and operational requirements
b) The sensitivities associated with projected expenditure
c) The timing and magnitude of planned capital expenditure
d) The strategic exploitation of the company's significant resources
e) The timing of securing licencing approvals and launch of the Group's service
The conclusion of this assessment and having regard to the
existing working capital position the Directors are of the opinion
that the Group will have adequate resources to enable it to
undertake its planned activities for the next twelve months.
2. Accounting Policies
Standards and amendments and interpretations to published
standards not yet effective.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
group's accounting period beginning on or after 1 July 2017 or
later periods and which the group has decided not to adopt early
are:
-- Amendments to IFRS 2 Share Based Payment (effective for
accounting periods beginning on or after 1 January 2018)
-- IFRS 15 Clarification of Revenue from Contracts with
Customers (effective for accounting periods beginning on or after 1
January 2018)
-- IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
3. Loss per share
Audited
Loss attributable Unaudited Unaudited Year to 31st
to equity 30th June 30th June December 2016
holders 2017 2016 GBP
of the Company: GBP GBP
Continuing
and total
operations (2,623,860) (1,161,954) (2,584,414)
No. of shares No. of shares No. of shares
Weighted
average
number of
ordinary
shares in
issue for
basic and
fully 985,358,455 17,499,172,158 9,113,642,478
diluted
earnings
Pence per Pence per Pence per
Share share share
Loss per
share (0.266)p (0.007)p (0.028)p
Basic and
diluted: (0.266)p (0.007)p (0.028)p
4. Intangible assets
Cost Goodwill
As at 30 June 2016 603,476
Additions -
_______
As at 31 December
2016 603,476
Additions
_______
As at 30 June 2017 603,476
Amortisation
As at 30 June 2016 -
_______
As at 31 December -
2016
_______
As at 30 June 2017 -
_______
Net Book Value
As at 30 June 2016 603,476
_______
As at 31 December
2016 603,476
_______
As at 30 June 2017 603,476
_______
Goodwill has been calculated as the fair value of the EVR
Holdings plc ordinary shares pre reverse takeover less the net
asset value of the Company at the time of take over.
5. Share options and Directors Warrants
Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at
the date of grant. The fair value determined at the grant date of
the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
On 2 February 2017 the Company issued 1,350,000 options to
employees of the Group under the approved enterprise management
incentive share option scheme and subject to vesting criteria.
The significant inputs to the model in respect of the options
granted were as follows:
2017
Grant date share price 10.13p
Exercise share price 3.3p
No. of share options 1,350,000
Risk free rate 0.5%
Expected volatility 50%
Expected option life 10 years
Calculated fair value per share 8p
On 2 February 2017 the Company issued 1,300,000 options to
employees of the Group under the approved enterprise management
incentive share option scheme and subject to vesting criteria.
The significant inputs to the model in respect of the options
granted were as follows:
2017
Grant date share price 10.13p
Exercise share price 10.25p
No. of share options 1,300,000
Risk free rate 0.5%
Expected volatility 50%
Expected option life 10 years
Calculated fair value per share 5.9p
On 2 February 2017 the Company issued 1,250,000 options to a
consultant of the Group under the approved share option scheme and
subject to vesting criteria.
The significant inputs to the model in respect of the options
granted were as follows:
2017
Grant date share price 10.13p
Exercise share price 9.63p
No. of share options 1,250,000
Risk free rate 0.5%
Expected volatility 50%
Expected option life 3 years
Calculated fair value per share 3.6p
On 17 March 2017 the Group issued 43,239,926 options to
Universal Music Group. These warrants may be exercised at any time
on or before 17 March 2022 and entitle the warrant holder to
subscribe 12.375p for one ordinary share for each warrant held. The
fair value of these warrants was determined using the Black-Scholes
option pricing model and was 1.3p per option.
The significant inputs to the model in respect of the warrants
granted were as follows:
Period ended
30th June
2017
Grant date share price 11.13p
Exercise share price 12.375p
No. of share warrants 43,239,926
Risk free rate 0.4%
Expected volatility 40%
Expected option life 1 year
Calculated fair value per share 1.3p
The total share-based payment expense recognised in the income
statement for the period ended 30 June 2017 in respect of share
warrants granted was GBP697,595 (2016: GBP239,111).
6. Share Capital
30 June 30 June
2017 (unaudited) 2017
(unaudited)
Number GBP
Ordinary shares of 1 pence each 1,021,625,846 10,216,259
Deferred shares of 0.24p each 150,520,616 361,249
Deferred shares of 0.95p each 26,000,000 247,000
------------------ -------------
Total 1,198,146,462 10,824,508
================== =============
7. Further copies of this document are available both at the
registered office of the Company. The statement will also be
available to download on the Company's website:
http://evrholdings.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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