TIDMEVRH
RNS Number : 4310Y
EVR Holdings PLC
09 May 2019
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.
For Immediate Release 9 May 2019
EVR Holdings plc
('EVR', the 'Group' or the 'Company')
Full Year Results
EVR Holdings (AIM: EVRH), the leading creator of virtual reality
music ('VR') content and operator of the MelodyVR platform, is
pleased to announce its results for the year ended 31 December
2018.
Highlights
-- The official launch of the MelodyVR music platform in the US,
UK and 8 European territories.
-- Partnership agreement with Ibiza Rocks Group for the
provision of immersive VR marketing and content production tools
and sponsorship of the MelodyVR music platform.
-- Broadcast the first real time global VR stream of a live
performance event featuring Liam Payne formerly of One
Direction.
-- Continued expansion of content and distribution opportunities
through the signing of multi-year licence agreements with a number
of music labels, publishers and music venues.
-- Group revenues of GBP1.2m from content sales and partnership
deals (2017: GBPnil). Operating loss of GBP11.3m as a result of
increased investment in people and operating capabilities (2017:
GBP6.2 million loss).
-- Completion of a successful equity placing to raise GBP20 million (before costs).
-- As at 31st December 2018 the Company had cash and cash
equivalents in excess of GBP19 million for future expansion and
development.
For further information please contact:
EVR Holdings plc
Anthony Matchett, Executive Chairman Tel: +44 (0) 20 7097 5737
& CEO
Andy Brown, Chief Financial Officer www.evrholdings.com
Tel: +44 (0) 20 7597 5970
Investec Bank plc: Nominated Adviser,
Financial Adviser and Corporate
Broker
Corporate Finance: David Anderson
/ Junya Iwamoto
Corporate Broking: Sara Hale
Chairman's Statement
Our principal subsidiary MelodyVR is a leading virtual reality
(VR) music platform that provides digital on demand access to an
extensive library of live music performances from many of the
world's most loved and listened to artists. Since launching our
service in May 2018, our aim has been to deliver immersive music
experiences globally, capturing the magic of live performance
whether re-lived via recorded content, or streamed to fans in
real-time.
Currently, access to music content on the MelodyVR platform is
available via a free to the user application on the market-leading
Oculus platform, which is owned and operated by Facebook. Through
licensing agreements with major record labels and music publishers,
such as Universal Music Group, Warner Music Group and Sony Music
Entertainment, users can instantly enjoy an extensive catalogue of
free and paid for content, each providing an unrivalled VR visual
and audio experience. Our licensing agreements provide for various
monetisation models which ensures rights holders, artists and
songwriters are appropriately compensated and incentivised for
their work. We believe that we have the most comprehensive, and
only global licensing arrangements in the world for the creation
and distribution of music VR content.
December 2018 saw our inaugural live stream event, featuring
Liam Payne, formerly of One Direction, perform to a full-capacity
venue in London. This event was broadcast live to 36 countries on
both the MelodyVR platform and Facebook 360, and to date this
content alone has achieved more than 127,000 views. Delivering this
first-of-its-kind high resolution VR content in real-time, in
addition to the recorded content available via MelodyVR's existing
music library, provides significant opportunities for revenue
generation and will continue to drive awareness of MelodyVR's
services, as well as providing ever more immersive engagement for
fans and music lovers alike, on a global basis.
In order to extend the reach and accessibility of our offering,
we are working with both new and existing media and platform
partners to market and distribute our service - from media,
technology, events and brand partners through to the telecoms,
hardware and other non- music related industries. The success of
our live stream event in December 2018, and the viewing metrics
achieved particularly via Facebook's 360 social platform,
illustrated significant consumer appetite for MelodyVR content.
While VR device adoption continues to build, we will focus on our
mobile strategy to extend the reach of our music content library to
the 1 billion plus smartphone devices around the world.
Where others have scaled operations in anticipation of mass
market appeal, our measured expansion has allowed us to conserve
valuable cash resources, preserve agility and capitalise on our
first mover advantage in this young and embryonic industry.
Ultimately the success of our model will depend on our ability to
scale. We are reassured by the experiences of those who have
already experienced our immersive content and are confident that
given the right access, awareness and availability of our content,
user numbers and the quality of engagement will deliver profitable
growth. We will, therefore, continue to invest in key marketing and
product initiatives, to accelerate reach and believe that at scale
we will benefit from substantial revenues and improved margins.
Significant events in 2018
-- In May 2018, we launched our MelodyVR music platform in the
UK and US, allowing users to access our exclusive music library via
Facebook's Oculus Go VR headset device.
-- In June 2018, availability of the MelodyVR platform was
extended across a further 8 countries.
-- In October 2018, we announced that we had entered in to an
agreement with Ibiza Rocks Group for the provision of immersive VR
content production and sponsorship of the MelodyVR music
platform.
-- In November 2018, Oculus launched a major holiday season
marketing campaign to promote both its Oculus Go VR headset and
showcased selected content partners of which MelodyVR featured
prominently.
-- In December 2018, MelodyVR broadcast its virtual reality
first live stream event, featuring Liam Payne formerly of One
Direction. This event successfully utilised MelodyVR's proprietary
broadcast technology to deliver a simultaneous, real time global VR
broadcast of the live performance.
-- During and subsequent to the year end, the Group signed
multi-year licence agreements with a number of music labels,
publishers and music venues.
Review of business and 2018 financial results
It is now 12 months since MelodyVR launched on the Oculus
platform, which consists of a suite of VR devices, featuring an
immersive content environment - the Oculus Store. This digital
storefront can be accessed via the Oculus Go, a stand-alone, all in
one headset combining both visual clarity with immersive sound to
bring virtual reality experiences to life. In November 2018,
Facebook launched a global advertising campaign in which MelodyVR
featured in order to stimulate sales of its headset hardware and
raise VR awareness. Given the global nature of the campaign, the
commitment that Facebook has publicly made to the adoption of VR
and to the success of its own Oculus VR headset suite, headset
sales figures for Q4 2018 will have seen good growth.
Our inaugural live stream event featuring Liam Payne achieved
strong viewer metrics with over 127,000 views to date, the majority
of which were accessed via the Facebook 360 platform. This portal
provides viewers with the ability to experience full 360 degree, 2D
content for those without access to a VR headset. The success of
this format and the proven appetite for Melody's content has
reinforced our belief in our own monetisation model whether as a
truly immersive VR experience or as a peripheral second screen
consumption.
We have an important partnership deal with Ibiza Rocks which
demonstrates our ability to earn sponsorship revenues from
leveraging MelodyVR's technical expertise and the appeal of our
music platform. Ibiza Rocks have been both a sponsor of our site
and our marketing partners and we continue to work together to
secure both targeted audiences and exclusive content. In addition,
we will seek to evaluate the adoption of more innovative
advertising offerings particularly in conjunction with the
continued programme of live events through the coming year.
During the year we raised GBP20 million (before costs) via the
issuance of new shares primarily to institutional investors. The
cash raised during 2018 will ensure that we have sufficient
resources to continue to scale our business responsibly, regardless
of the state of the capital markets and the uncertainty which
currently surrounds the UK.
The Group reported revenues for the year totalling GBP1.2m
(2017: GBPnil) from content sales and partnership deals. The gross
loss of GBP0.2m has been calculated after the deduction of content
creation costs as well as amounts due to all rights holders. These
amounts include commissions and revenue share arrangements due to
app stores, record labels, artists, publishers, songwriters and
exclusive event / venue partners.
The operating loss before non-recurring and non-cash items for
the year amounted to GBP10.1m (2017: Loss GBP5.2m) reflecting our
investment in people and our operating capabilities as we scaled up
for launch and ready the business for the next stage of its
development. After non-recurring and non-cash items, net financing
charges and taxation, the Group reported a loss of GBP11.3m (2017:
Loss GBP6.2m) resulting in a loss per share of 0.9p (2017: Loss
0.61p).
Following the launch of the Melody VR platform, it was
determined that the company has met the necessary conditions to be
able to capitalise and reflect GBP1.82m of intangible assets on its
balance sheet, consisting of GBP0.67m of R&D development spend
and GBP1.15m of content assets. These amounts will be amortised
over their useful lifes and expenses of GBP0.15m and GBP0.18m
respectively were reflected during the year.
As at 31 December 2018 the Group had cash reserves of GBP19.3m
(2017: GBP12.4m) reflecting the successful fundraising completed
during the year.
Technology and development
The group intends to continue to make significant investment in
capturing and creating new content to further enrich the library of
experiences of the MelodyVR platform. In addition, we will develop
new equipment and enhance the functionality of our existing
product. Product development expenses are primarily comprised of
costs incurred for development of equipment related to the capture
and production of content together with resources expended on the
Group's existing platform and service offerings. In 2019 we
anticipate extending this to include new advertising products, the
introduction of new mobile applications, an enhanced website and
improvements to our content delivery services. The costs incurred
during 2018, include related employee compensation and benefits,
facility costs and consulting costs.
I would like to take this opportunity to extend my gratitude to
our shareholders, customers and business partners for their
support, effort and insights over the course of these past years.
The development of our business would not have been attained
without the efforts of the management team and the unwavering
commitment of our staff.
Going forward, the Group will continue to pursue opportunities
to keep up with this evolving marketplace and optimise its
corporate strategy of creating long-term value for stakeholders,
and I look forward to reporting on our progress over the course of
the coming year.
Anthony Matchett
Executive Chairman
PRIMARY FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income For the year
ended 31 December 2018
2018 2017
GBP GBP
Continuing operations:
Revenue 1,180,623 -
Cost of sales (1,427,674) -
------------------- ------------------
GROSS LOSS (247,051) -
------------------ ------------------
Administrative expenses (11,260,086) (6,192,145)
----------------------- ---------------------
OPERATING LOSS (11,507,137) (6,192,145)
Operating loss before non-recurring
and non-cash items (10,142,438) (5,168,043)
Depreciation (388,833) (141,607)
Amortisation (329,073) -
Share based payments (646,793) (882,495)
----------------------- --------------------
OPERATING LOSS (11,507,137) (6,192,145)
------------------------------------------- ------------------------- ----------------------
Finance income 42,929 2,988
Finance costs - (6,348)
Foreign exchange gain/(loss) 73,253 (36,377)
----------------------- ---------------------
LOSS FOR THE YEAR BEFORE TAXATION (11,390,955) (6,231,882)
Taxation 121,016 -
----------------------- ---------------------
NET LOSS AND TOTAL COMPREHENSIVE
INCOME
FOR THE YEAR (11,269,939) (6,231,882)
Attributable to:
Owners of the parent company (11,270,952) (6,231,882)
Non - controlling interest 1,013 -
--------------------- ---------------------
LOSS PER SHARE - from continuing (0.9)p (0.61)p
operations - basic and diluted ========== ==========
Consolidated Statement of Financial Position as at 31 December
2018
2018 2017
GBP GBP
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 933,992 638,429
Goodwill 603,476 603,476
Other intangible assets 1,492,071 -
----------------------- -----------------------
TOTAL NON-CURRENT ASSETS 3,029,539 1,241,905
----------------------- -----------------------
CURRENT ASSETS
Trade and other receivables 1,601,896 202,835
Cash and cash equivalents 19,327,948 12,409,820
----------------------- -----------------------
TOTAL CURRENT ASSETS 20,929,844 12,612,655
----------------------- -----------------------
TOTAL ASSETS 23,959,383 13,854,560
=========== ===========
CURRENT LIABILITIES
Trade and other payables (1,933,437) (613,351)
----------------------- -----------------------
NET ASSETS 22,025,946 13,266,122
=========== ===========
EQUITY
Share capital 13,690,204 12,184,391
Share premium reserve 36,258,164 18,308,854
Retained Earnings (20,273,806) (9,002,854)
Share option reserve 1,974,265 1,327,472
Merger relief reserve 486,611 486,611
Non-controlling interests (44,990) (46,003)
Currency Translation Reserve (61,959) 10,194
Reverse takeover reserve (10,002,543) (10,002,543)
----------------------- -----------------------
TOTAL EQUITY 22,025,946 13,266,122
=========== ===========
Consolidated Statement of Changes in Equity
For the year ended 31 December 2018
Share Share Merger Share Retained Reverse Non-Controlling Currency Total Equity
capital premium Relief Option Losses Takeover Interest Translation
Reserve Reserve Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance at 1
January 2017 10,067,861 5,903,289 486,611 444,977 (2,770,972) (10,002,543) (46,003) - 4,083,220
Share issue 2,116,530 12,405,565 - - - - - - 14,522,094
Grant of share
options/warrants - - - 882,495 - - - - 882,495
Loss and
comprehensive
loss for the
year - - - - (6,231,882) - - - (6,231,882)
Non-controlling - - - - - - - -
interest
Currency
transaction
reserve - - - - - - - 10,194 10,194
Balance at 31
December 2017 12,184,391 18,308,854 486,611 1,327,472 (9,002,854) (10,002,543) (46,003) 10,194 13,266,122
----------- ----------- -------- ---------- ------------- ------------- ---------------- ------------ -------------
Share issue 1,250,000 17,798,293 - - - - - - 19,048,293
Grant of share
options/warrants 255,813 151,017 - 646,793 - - - - 1,053,623
Loss and
comprehensive
loss for the
year - - - - (11,270,952) - - (11,270,952)
Non-controlling
interest - - - - - 1,013 - 1,013
Currency
transaction
reserve - - - - - - - (72,153) (72,153)
Balance at 31
December 2018 13,690,204 36,258,164 486,611 1,974,265 (20.273,806) (10,002,543) (44,990) (61,959) 22,025,946
=========== =========== ======== ========== ============= ============= ================ ============ =============
Consolidated Statement of Cash Flows
For the year ended 31 December 2018
2018 2017
GBP GBP
Operating activities
Loss from continuing operations (11,390,955) (6,231,882)
Adjustments for:
Depreciation of tangible assets 388,833 141,607
Amortisation of intangible assets 329,073 -
Share based payment expense 646,793 882,495
Increase in trade and other receivables (1,115,147) (241,392)
Increase in trade and other payables 1,118,317 508,120
--------------------- ---------------------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (10,023,086) (4,941,052)
--------------------- ---------------------
Investing activities
Purchase of property, plant and equipment (682,040) (550,278)
Investment in intangible assets (1,821,144) -
--------------------- ---------------------
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (2,503,184) (550,278)
Financing activities
Proceeds from issue of ordinary share capital 19,048,293 14,174,918
Proceeds from the exercise of warrants 406,831 347,176
--------------------- ---------------------
NET CASH GENERATED FROM FINANCING ACTIVITIES 19,455,124 14,522,094
_________ _________
Increase in cash and cash equivalents 6,928,854 9,030,764
Effect of changes in foreign exchange rates (10,726) 9,363
Cash and cash equivalents brought forward 12,409,820 3,369,693
--------------------- ---------------------
CASH AND CASH EQUIVALENTS CARRIED FORWARD 19,327,948 12,409,820
=========== ===========
ABRIDGED NOTES TO THE PRIMARY FINANCIAL STATEMENTS
For the 12 months ended 31 December 2018
The financial statements of the Group for the 12 months ended 31
December 2018 and 2017 have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively IFRS) issued
by the International Accounting Standards Board (IASB) as adopted
by European Union.
The financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2018
or 2017 as defined by sec on 435 of the Companies Act 2006 but is
derived from those accounts. Statutory accounts for 2017 have been
delivered to the Registrar of Companies, and those for 2018 will be
delivered in due course. The auditors have reported on those
accounts; their reports were (i) unqualified, and (ii) did not
include a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under sec on 498 (2) or (3) of
the Companies Act 2006 in respect of the accounts.
Basis of Consolidation
Where the Group has the power, either directly or indirectly, to
govern the financial and operating policies of another entity or
business so as to obtain benefits from its activities, it is
classified as a subsidiary. The consolidated financial statements
present the results of the company and its subsidiaries ("the
Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore
eliminated in full.
Business Combinations
The Consolidated Financial Statements comprise the period for
the 12 months to 31 December 2018. Subsidiaries are entities
controlled by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through
its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date
on which control commences until the date on which control ceases.
Consolidated within these financial statements are results from
subsidiaries: MelodyVR Ltd (100% ownership), MelodyVR Inc (100%
ownership), MelodyVR Holdings Ltd (100% ownership) and Immersive
Construction Ltd (51% ownership).
Going Concern
The Financial Statements have been prepared on the going concern
basis. The Directors have prepared cash flow forecasts through to
30 June 2020, covering the 12 month period beyond the signing date
of these financial statements. As there are sufficient existing
resources to operate for the foreseeable future the Board has
concluded that the going concern assumption is appropriate in
preparing these financial statements.
Revenue
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Company and the revenue can be
reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts, rebates, value added
tax and other sales taxes.
Capitalisation of Development and Content creation costs
The Group recognises both internal development costs as well as
VR content creation costs as intangible assets only when the
following criteria are met: the technical feasibility of completing
the intangible asset exists, there is an intent to complete and an
ability to use or sell the intangible asset, the intangible asset
will generate probable future economic benefits, there are adequate
resources available to complete the development and to use or sell
the intangible asset, and there is the ability to reliably measure
the expenditure attributable to the intangible asset during its
development.
Intangible assets with finite lives are amortised on a
straight-line basis over their estimated useful lives and are
assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset are reviewed at least
annually. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the
asset is accounted for by changing the amortisation period or
method, as appropriate, and are treated as changes in accounting
estimates. The amortisation of intangible assets is recognised in
the consolidated statement of comprehensive income/costs in the
expense category consistent with the function of the intangible
assets.
Amortisation rates applicable to development costs is 33%
straight line.
Amortisation rates applicable to content assets released during
the period is as follows:
Year 1: 80%
Year 2: 15%
Year 3: 5%
`
1. LOSS FROM OPERATIONS
This has been arrived at 2018 2017
after charging:
Group Company Group Company
GBP GBP GBP GBP
Depreciation of property, plant 388,833 - 141,607 -
and equipment
Amortisation on internally generated 329,073 - - -
intangible assets
========= ========= ========= =========
2. AUDITORS REMUNERATION
2018 2017
Group Company Group Company
GBP GBP GBP GBP
During the year the Company obtained the following
service from the Company's auditors:
Fees payable to the
Company's
auditors for the audit
of the Company's
annual accounts 25,500 14,000 24,850 13,500
Fees payable to the
Company's
auditors for other
services:
Tax services 5,925 5,925 3,582 3,582
Other services 5,550 5,550 4,950 4,950
------------------- ------------------- ------------------- -------------------
36,975 25,475 33,382 22,032
========= ========= ========= =========
3. DIRECTORS' AND EMPLOYEE REMUNERATION
2018 2017
Group Company Group Company
The amount paid to directors GBP GBP GBP GBP
and employees, is as follows:
Wages and salaries 4,669,734 1,096,010 1,861,673 480,775
Social security costs 553,006 145,283 218,347 79,199
Pension costs 73,975 - - -
Share based payment costs 507,446 173,994 239,836 63,686
------------------- ------------------- ------------------- -------------------
5,804,161 1,415,287 2,319,856 623,660
========= ========= ========= =========
2018 2017
Group Company Group Company
The average number No. No. No. No.
of employees
for the year was as
follows:
Directors 5 5 6 6
Senior Management 1 - 1 -
Staff 48 - 23 -
------------------- ------------------- ------------------- -------------------
54 5 30 6
========= ========= ========= =========
Details for directors' remuneration is as follows:
Current Total Total
salary 2018 2017
Director GBP GBP GBP
Anthony Matchett 275,000 442,500 165,077
Steven Hancock 220,000 305,667 153,846
Sebastian Theron (resigned: 15 January
2019) - 277,000 136,179
Simon Cole 50,000 35,416 25,000
Ian Hanson 40,000 31,250 16,955
Andy Botha 40,000 1,613 -
Sean Nicolson (resigned: 7 February
2018) - 2,564 25,000
Peter Reed (resigned: 26 April 2017) - - 25,000
------------------- -------------------
1,096,010 530,390
The remuneration committee approved the salary increases and
bonuses for executive directors post the launch of the MelodyVR
application on 1 May 2018. Non-executive fees were also increased
in line with market rates.
4. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss
attributable to shareholders by the weighted average number of
ordinary shares in issue during the year. IAS 33 requires
presentation of diluted EPS when a company could be called upon to
issue shares that would decrease earnings per share, or increase
the loss per share. For a loss-making company with outstanding
share options and warrants, net loss per share would be decreased
by the exercise of options. Therefore the antidilutative potential
ordinary shares are disregarded in the calculation of diluted EPS.
Reconciliation of the profit and weighted average number of shares
used in the calculation are set out below:
2018 2017
Group Group
GBP GBP
Loss attributable to equity
holders of the Company:
Continuing and total operations (11,269,939) (6,231,882)
------------------- -------------------
No. of shares No. of shares
Weighted average number of
ordinary shares for basic
earnings 1,252,156,578 1,022,052,742
Weighted average number of
ordinary shares and dilutive
shares and other instruments
in issue for fully diluted
earnings 1,613,487,210 1,452,275,506
----------------------- -----------------------
Pence per Pence per
Share Share
Loss per share
Basic and diluted per share
Continuing and total operations (0.9p) (0.61p)
========== ==========
5. INTANGIBLE FIXED ASSETS
Goodwill Development Content assets Content assets Total
costs - in production - released
Cost GBP GBP GBP GBP GBP
At 1
January
2018 603,476 - - - 603,476
Additions - 667,819 646,344 506,981 1,821,144
----------------------- ----------------------- --------------------- ----------------------- -----------------------
At 31
December
2018 603,476 667,819 646,344 506,981 2,424,620
----------------------- ----------------------- ----------------------- ----------------------- -----------------------
Accumulated Amortisation
At 1
January
2018 - - - - -
Charge for
the
period - 149,279 - 179,794 329,073
----------------------- ----------------------- ----------------------- ----------------------- -----------------------
At 31
December
2018 - 149,279 - 179,794 329,073
----------------------- ----------------------- ----------------------- ----------------------- -----------------------
Net Book
Value
At 31
December
2017 603,476 - - - 603,476
=========== =========== =========== =========== ===========
At 31
December
2018 603,476 518,540 646,344 327,187 2,095,547
=========== =========== =========== =========== ===========
6. ISSUED SHARE CAPITAL
Number of Nominal Share
Shares Value premium
Issued and fully paid No. GBP GBP
At 31 December 2017:
Ordinary shares of 1p each 1,157,614,265 12,184,391 18,795,465
Deferred shares of 0.24p each 150,520,616 361,249 -
Deferred shares of 0.95p each 26,000,000 247,000 -
----------------- ----------------- -----------------
At 31 December 2017: 1,334,134,881 12,792,640 18,795,465
============= ============= =============
Number of Nominal Share
Shares Value premium
Issued and fully paid during the No. GBP GBP
year
Issue of new ordinary shares at
1.4p each 14,760,790 147,608 59,043
Issue of new ordinary shares at
1.85p each 10,820,537 108,205 91,975
Issue of new ordinary shares at
16p each 125,000,000 1,250,000 18,750,000
Share issue costs - - (951,707)
----------------- ----------------- -----------------
150,581,327 1,505,813 17,949,311
============= ============= =============
Number of Nominal Share
Shares Value premium
Issued and fully paid No. GBP GBP
At 31 December 2018:
Ordinary shares of 1p each 1,308,195,592 13,690,204 36,744,776
Deferred shares of 0.24p
each 150,520,616 361,249 -
Deferred shares of 0.95p
each 26,000,000 247,000 -
--------------------------- --------------------------- ---------------------------
At 31 December 2018: 1,484,716,208 14,298,453 36,744,776
============= ============= =============
The deferred shares do not confer upon the holders right to any
dividends or the right to attend or vote at general meetings of the
Company.
7. SHARE OPTIONS AND WARRANTS
The Group operates share-based payment arrangements to
remunerate directors and key employees in the form of options and
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.
The fair value at grant date is independently determined using
the Black Scholes Model that takes into account the exercise price,
the term of the option, the share price at grant date and expected
price volatility of the underlying share, the expected dividend
yield, the risk free interest rate for the term of the option and
the correlations and volatilities of the peer group companies.
In determining the expected price volatility, the directors have
taken account of expectations regarding the current and future
circumstances in the virtual reality market, both from the
perspective of investment into content creation and hardware
manufacture, and from the perspective of consumer trends, to assess
the expected uptake of virtual reality as a mainstream outlet for
music and other media and entertainment genres.
DIRECTOR OPTIONS AND WARRANTS
The following table sets out the details of options and warrants
held by directors at 31 December 2018:
Director Warrants and options Issued during the Warrants and options Exercise price Expiry date
in parent at 1 year at 31 December 2018
January 2018
Simon Cole 4,615,090 - 4,615,090 1.1p 16.05.2026
Anthony Matchett 11,537,725 - 11,537,725 1.1p 16.05.2026
Steven Hancock 11,684,783 - 11,684,783 1.1p 16.05.2026
Sebastian Theron 3,640,830 - 3,640,830 1.1p 13.10.2026
1,023,279 - 1,023,279 8.125p 17.07.2027
Ian Hanson 4,615,090 - 4,615,090 8.125p 17.07.2027
Andy Botha - 4,615,090 4,615,090 5.7p 20.12.2028
=========== =========== ===========
37,116,797 4,615,090 41,731,887
=========== =========== ===========
No options or warrants issued to directors were exercised, have
lapsed or been forfeited during the year. This calculation takes
into account warrants and options awarded to directors in the
performance of their duties.
EQUITY SETTLED SHARE OPTION SCHEME
The Group operates an approved enterprise management incentive
scheme under which employees have been granted options to purchase
shares in EVR Holdings plc. The unexercised options at 31 December
2018 expire on the tenth anniversary from the grant date and are
subject to vesting criteria.
The following table sets out the details of share options held
at 31 December 2018:
2018 2017
Average exercise Number of options Average exercise Number of options
price per share price per share
option option
As at 1 January 5.1p 28,609,707 1.1p 13,828,472
Granted during the
year 6.9p 17,526,814 8p 16,906,731
Exercised during the - - - -
year
Forfeited during the
year 8.5p (1,650,000) 2.8p (2,125,496)
=========== ===========
As at 31 December 5.7p 44,486,521 5.1p 28,609,707
=========== ===========
Vested and exercisable
at 31 December 5.2p 19,366,068 3.1p 5,320,719
--------------------- ---------------------
Share options outstanding at the end of the year have the
following expiry date and exercise prices:
Weighted Share options Share options
average exercise 31 December 31 December
Grant Date Expiry date price 2018 2017
13 October 2016 13 October 2026 1.1p 12,212,157 12,212,157
02 February
2017 02 February 2027 7.8p 6,750,000 6,750,000
17 July 2017 17 July 2027 8.13p 8,647,550 8,647,550
12 March 2018 12 March 2028 8.69p 7,661,724 -
07 December
2018 07 December 2028 4.85p 4,600,000 -
20 December
2018 20 December 2028 5.7p 4,615,090 -
--------------------- ---------------------
Total 44,486,521 28,609,707
--------------------- ---------------------
Weighted average remaining contractual
life of options outstanding at end
of period 8.79 years 9.79 years
Of the share options outstanding at 31 December 2018 13,845,270
are held by directors of the Company.
WARRANTS
The Group issues warrants to directors, key advisors, commercial
partners and others in consideration of the benefit accruing to the
Group. The following table sets out the details of warrants held at
31 December 2018:
2018 2017
Average exercise Number of options Average exercise Number of options
price per share price per share
option option
As at 1 January 6.4p 226,775,183 2.1p 164,448,322
Granted during the
year 5.5p 6,000,000 13.3p 86,479,852
Exercised during the
year 1.6p (25,581,327) 1.5p (24,152,991)
Forfeited during the
year 1.4p (208,335) - -
=========== ===========
As at 31 December 7p 206,985,521 6.4p 226,775,183
=========== ===========
Vested and exercisable
at 31 December 7p 206,985,521 6.4p 226,775,183
--------------------- ---------------------
Warrants outstanding at the end of the year have the following
expiry date and exercise prices:
Grant Date Expiry date Exercise Share options Share options
price 31 December 31 December
2018 2017
31 July 2015 31 July 2018 1.4p - 14,969,125
31 July 2015 31 July 2020 1.2p 9,230,180 9,230,180
30 June 2016 30 June 2026 1.1p 51,294,234 51,294,234
16 October 2016 16 October 2019 1.85p 10,741,329 21,561,866
22 December 2016 22 December 2021 4.3p 43,239,926 43,239,926
17 July 2017 17 July 2022 14.2p 43,239,926 43,239,926
20 March 2017 20 March 2022 12.4p 43,239,926 43,239,926
29 October 2018 29 October 2023 5.5p 6,000,000 -
--------------------- ---------------------
Total 206,985,521 226,775,183
--------------------- ---------------------
Weighted average remaining contractual
life of options outstanding at end
of period 4.68 years 5.33 years
Of the warrants outstanding at 31 December 2018, 27,886,617 are
held by directors of the Company.
MEASUREMENT OF FAIR VALUES
The model inputs for options granted during the year ended 31
December 2018 included:
Share options scheme Warrants
2018 2017 2018 2017
Fair value at grant date 4.6p 4.21p 1.8p 0.7p
Share price at grant date 8.46p 8.5p 5.25p 9.51p
Exercise price 6.87p 7.98p 5.5p 13.29p
Expected volatility (weighted-average) 40% 40.0% 40% 40%
Expected life (weighted average) 10 years 9.42 years 5 years 5 years
Risk-free interest rate 0.50% 0.50% 0.50% 0.50%
Total expenses arising from share-based payment transactions
recognised in Other Comprehensive Income during the year were as
follows:
2018 2017
GBP GBP
Options and warrants issued to
directors 173,994 63,686
Options issued under employee share
scheme 333,452 175,950
Warrants issued to commercial and
other partners 139,347 642,859
=========== ===========
Total 646,793 882,495
=========== ===========
Share option reserve 1,974,265 1,327,472
--------------------- ---------------------
8. POST BALANCE SHEET EVENTS
There have been no material events since the reporting date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR UWUNRKSAVRAR
(END) Dow Jones Newswires
May 09, 2019 02:00 ET (06:00 GMT)
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