Dow Jones received a payment from EQS/DGAP to publish this press release.

 
 
 Tern PLC (TERN) 
Tern PLC: Final results for the year ended 31 December 2018 
 
19-March-2019 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
19 March 2019 
 
   Tern Plc (the "Company", or the "Group") 
 
   Final results for the year ended 31 December 2018 
 
Tern Plc (AIM: TERN), the investment company specialising in the Internet of 
 Things ("IoT"), is pleased to announce its final results for the year ended 
       31 December 2018. 
 
       Operational highlights 
 
  · New investment made in IoT business: FVRVS Limited ("FundamentalVR") 
 
  · Notable commercial success in portfolio including new customer contracts 
  for Device Authority Limited("DA") and a development agreement signed by 
  FundamentalVR with the Mayo Clinic, USA. DA, FundamentalVR and InVMA 
  Limited all continued to grow their revenues 
 
  · Year-on-year turnover of principal portfolio companies from 2017 to 2018 
  increased by 58% (2016 to 2017: 126%) 
 
  · Year-on-year increase in employees within principal portfolio companies 
  from 2017 to 2018 was 52% (2016 to 2017: 55%) 
 
  · Placing in July 2018 to raise GBP2.9 million before expenses, brought 
  total fundraising in 2018 to GBP6 million before expenses (excluding funds 
  secured through convertible loan note) 
 
  · Net asset value increased, overheads kept under control: 
 
         * Total assets 2018: GBP17,009,220 (2017: GBP11,069,300) 
 
         * Net assets 2018: GBP16,751,773 (2017: GBP10,580,802) 
 
         * Loss 2018: GBP312,564 (2017: GBP1,689,555 loss) 
 
       Commenting on the results, Tern CEO, Al Sisto said: 
 
    "As one of the only dedicated investors in the high-growth IoT sector on 
 AIM, Tern provides investors with an opportunity to capitalise on the rapid 
  growth of the IoT sector. With this in mind, we are pleased to see the NAV 
 of our portfolio increase and our loss for the period decrease. Tern prides 
  itself on its proactive approach to working with its investment companies, 
   and the collaborative environment created through this way of working has 
delivered benefits for our portfolio during the period and post-period end." 
 
       "Turnover and the number of employees across our principal portfolio 
  companies continues to grow, and we have diversified our portfolio through 
      the addition of FundamentalVR. We are very pleased with the commercial 
  successes delivered by this new investment, as well as our other portfolio 
  companies, and look forward to building our portfolio's NAV further in the 
  year ahead. Having strengthened our financial position during the year, we 
   are now well-placed to deliver additional diversification. This will be a 
  priority and, having refined our investment strategy to focus on companies 
  who provide commercial solutions to the healthcare industry and industrial 
       use cases where safety and regulatory compliance are important market 
 requirements, we feel we are well placed to invest in companies who operate 
       in high-growth segments of the IoT market." 
 
"I would like to take this opportunity to thank all of our shareholders for 
their continued support and enthusiasm, our portfolio employees for their 
commitment, and our Directors for their dedication to the Company and its 
ongoing mission." 
 
       Shareholder Communication 
 
 A shareholder conference call with accompanying presentation slides will be 
       held at 11:00 AM GMT on Wednesday 24 April 2019. 
 
The call will be hosted by the Company's CEO, Al Sisto, who will discuss the 
   2018 results and answer pre-submitted shareholder questions to the extent 
   that he is able to do so. This will ensure there is an opportunity to ask 
       questions for those shareholders who may be unable to attend the AGM. 
 
Full details of how to join the call will be provided in due course but Tern 
 welcomes shareholder questions ahead of this via tern@newgatecomms.com. The 
  Company will be unable to accept questions submitted after 10:00 AM GMT on 
  23 April 2019. Al Sisto will aim to answer as many pre-submitted questions 
       as possible during the call. 
 
    Tern will also be attending Mello 2019 at The Clayton, 626 Chiswick High 
  Road London, W4 5RY on Thursday 16 May. The directors will be available to 
       meet with new and existing shareholders at this event. 
 
Enquiries 
 
Tern Plc                          via Newgate Communications 
 
Al Sisto/Sarah Payne 
 
                  Allenby Capital         Tel: 020 3328 5656 
 
         (Nomad and joint broker) 
 
     David Worlidge/Alex Brearley 
 
                   Whitman Howard         Tel: 020 7659 1234 
 
                   (Joint broker) 
 
Nick Lovering/Christopher Furness 
 
           Newgate Communications         Tel: 020 3757 6880 
 
    Elisabeth Cowell/Fiona Norman 
 
Chairman's Statement 
 
 In my second year as your non-executive Chairman I am pleased to report the 
  continuing progress that we have made in growing our exciting portfolio of 
       companies in the Internet of Things ("IoT") sector. 
 
       This year has seen us make a new investment in FundamentalVR (FVRVS 
       Limited), a company which revolutionises surgical training, practice, 
    insight and measurement through its leading global Software as a Service 
  ("SaaS") immersive simulation platform for medical and surgical education. 
   We have also increased our investment in InVMA Limited, which has further 
diversified our portfolio, and although Device Authority Limited remains our 
most significant holding, we have reduced its impact compared to 2017 and we 
       expect to do so further in 2019. 
 
       Our management team has continued to work closely with our portfolio 
   companies, providing operational support to give our investee companies a 
head-start in their plans to launch, to scale, to secure further funding and 
       ultimately maximise returns on an eventual realisation. 
 
  I would like to thank the Executive team on behalf of our shareholders for 
       their hard work over the year. 
 
       I look forward to another year of growth as we continue to build and 
       diversify our portfolio in this exciting and fast growing market. 
 
Ian Ritchie CBE, FREng, FRSE 
 
Chairman 
 
       CEO's Statement 
 
  I am pleased to report a year of substantial progress at Tern plc ("Tern") 
    following the transformation of our investment strategy from taking long 
term controlling interests in businesses to focusing on an influential role. 
 Tern provides investors with the opportunity to capitalise on the growth of 
   IoT. We are building momentum and experiencing increased deal flow due to 
our ability to deploy our capital across a wider number of opportunities and 
   reduce the potential reserve capital requirements as the investee company 
   evolves. As a result, Tern is now working to build a broader base of high 
 potential, value-creating portfolio companies with many opportunities being 
       presented to us by other venture and risk capital investors. 
 
Overview 
 
     Our investee companies continued to improve their performance with some 
   notable commercial progress within the portfolio, including FVRVS Limited 
 ("FundamentalVR") securing an agreement with the Mayo Clinic in the USA and 
      Device Authority ("DA") securing a contract with 3D Systems to provide 
 robust IoT security for 3D printers. At the corporate level, Tern completed 
     several significant funding transactions which strengthened our balance 
      sheet. During 2018, the company raised approximately GBP6 million in new 
capital, in addition to the funds secured through the convertible loan note, 
       each placement progressing with more favourable economics. The last 
   placement in July 2018 raised approximately GBP2.9 million before expenses. 
    This fund raising demonstrates the benefit of our public listing and the 
       flexibility it gives our balance sheet for funding the development of 
exciting growth businesses. The funds raised during 2018 enabled the company 
       to expand its portfolio by investing in disruptive high-growth IoT 
    businesses and the gross total invested capital, as at 31 December 2018, 
   stood at GBP13.4 million. This includes our first investment in an IoT data 
  analytics company, FundamentalVR, combined with several reinvestments into 
    our existing portfolio resulting in a growth in our hard net asset value 
 ("NAV") to GBP16.8 million, up 58% from GBP10.6 million in 2017. This fits with 
       our strategy to deliver NAV growth for shareholders. 
 
Turning to our trading performance in 2018 we recognised a loss for the year 
         of GBP0.3 million, compared to a loss of GBP1.7 million in 2017. As our 
investment in DA is based upon a US dollar value per share, the weakening of 
  the pound resulted in a GBP0.4 million exchange rate gain compared to a GBP0.8 
million exchange rate loss in 2017. We maintained the US dollar valuation of 
  DA. Our administrative expenses were comparable to last year, reflecting a 
     decrease in legal fees that was offset by other professional fees as we 
added new companies to our portfolio. Directors' fees increased as the scope 
  of responsibilities expanded and time commitment to the company increased. 
   Our remaining expenses were broadly flat. The Directors believe that 2019 
 will provide good opportunities for NAV growth for Tern. We anticipate this 
       to be achieved via the business expansion of our portfolio companies, 
 additional equity investments by third parties into our portfolio companies 
       and one or more investments in new portfolio companies. 
 
Investment Focus and Philosophy 
 
   At Tern, we see the size, potential and promise of the Internet of Things 
       ("IoT") market as an opportunity to create shareholder value through 
    investments in early-stage companies, by providing products and services 
     associated with the IoT. Today, businesses are investing in cloud-based 
     services and analytics, to make it easier and simpler to understand the 
 performance of a product or a service offered that is IoT-enabled. Also, it 
    will become increasingly seamless to gather real-time information so new 
       products and services can be created. We believe that there are still 
 challenges for the IoT market. The first is related to interoperability and 
   the lack of a common connection layer. Many devices don't 'speak' using a 
common protocol to applications that rely on data being gathered, making the 
  application design difficult and the data vulnerable. The second challenge 
      is the inbound and outbound scale issue around device management, data 
 collection, data storage and data analytics. We seek to invest in companies 
       that address these issues. 
 
       To solve these challenges requires the development of new commercial 
ecosystems to create a demand for firms that can manage different aspects of 
 the technologies and capabilities that will be essential to the development 
       of the IoT. 
 
       The IoT market is growing rapidly and is maturing and segmenting into 
   specific verticals. Tern has refined its investment philosophy to address 
    this change, with the goal of realising faster revenue growth and market 
  share gains within our portfolio, to ultimately result in increased value. 
 We have expanded our investment criteria beyond companies who are targeting 
   IoT security, IoT enablement, and IoT analytics with a narrower scope, to 
   companies who provide commercial solutions to the healthcare industry and 
   industrial use cases where safety and regulatory compliance are important 
       market requirements. 
 
       We believe that this will accelerate our development of a synergistic 
 portfolio in which our companies can work together, learn from each other's 
market experiences and share industry connections. These market segments are 
 global, speak a common language, have a large installed base of devices and 
       are investing in all areas of IoT to create better products, customer 
       satisfaction and patient outcomes. 
 
  Through our network, our website and attendance at IoT events, we saw many 
     interesting companies during 2018 with a variety of business models and 
       innovations focused on the IoT. The UK technology market continues to 
       support our thesis that local UK entrepreneurs can and are creating 
 companies with unique IoT products that satisfy our investment requirements 
   and have global potential. Our approach remains the same; select the most 
  promising companies with strong teams and disruptive ideas targeting large 
       market opportunities. We then use our experience to invest in those 
   companies where we not only deliver funding, but also operational support 
 and access to our network, particularly in the United States. This helps to 
 grow and scale our portfolio and aid our companies achieve their ambitions. 
  In addition, by taking a Board seat, we can apply our expertise beyond the 
    original investment decision, supporting companies into fulfilling their 
       potential for growth and market leadership and driving strong exit 
    multiples. This creates a valuable network for the companies, focused on 
       collaboration and commercial development. 
 
      We believe that Tern is well positioned to provide investors access to 
    high-growth private technology companies that they wouldn't otherwise be 
       able to source or invest in directly. 
 
Portfolio Progress 
 
In 2018, the Tern team and our business partners worked extensively with the 
management of our investee companies as we looked to improve performance and 
  accelerate growth. We supported a refinement of the go-to-market models of 
   our companies to reflect a more narrowed focus on healthcare and specific 
    areas of industrial IoT. We also hosted several CEO round-tables to help 
       leverage synergies to drive business expansion and success. 
 
       Device Authority Limited ("DA") 
 
    2018 was a transitional year for DA. The company continued to expand its 
  ecosystem of partners, which is a critical component of their go-to-market 
  strategy, although we were disappointed by the delay in generating revenue 
 during the first half of the year. DA did secure additional working capital 
   of $2.9 million between November 2017 and December 2018 from its investor 
      group, Alsop Louie Partners, George Samenuk and the Company, through a 
   convertible loan note facility to execute its business plan, this enabled 
   the development of blockchain support, key Thingworx interfaces and cloud 
 platforms for AWS and Azure. DA also solved several critical product issues 
 and introduced many new product enhancements to improve product market fit, 
       particularly for the Healthcare market segment. As a result, proof of 
    concept ("POC") time frames shortened and the company began securing new 
       contracts in the second half of the year. 
 
We also believe the concentrating of DA's primary market focus to healthcare 
       and high value industrial IoT has and will continue to improve their 
   commercial success. For example, the global IoT medical devices market is 
projected to reach USD 63.43 billion by 2023 from USD 20.59 billion in 2018, 
       at a CAGR of 25.2% during the forecast period (source: 
https://www.marketsandmarkets.com/Market-Reports/iot-medical-device-market-1 
    5629287.htm [1]). While the healthcare industry can benefit tremendously 
    from the IoT, a number of stringent security, compliance and operational 
       complexities need to be addressed for this market. 
 
 Maintaining the privacy of patient records is paramount to healthcare as it 
    is to protecting the intellectual property of products and processes for 
     industry. The first requirement is to have strong mutual authentication 
       between devices, applications and users. The second is to ensure the 
       sensitive information flows all the way from source to destination, 
    encrypted to meet the compliance requirements such as HIPAA and EU GDPR. 
       DA's KeyScaler platform is ideally suited to meet these challenges. 
 
    Tern, in its role as Board advisor, worked with DA to address the issues 
under its control and as the company enters 2019, we believe the product and 
      POC issues have been tackled. This has been reflected by the company's 
 commercial traction and announcement in December 2018 that it had secured a 
 five-year contract with a leading medical device manufacturer, which has an 
     anticipated value to DA of in excess of $1 million over the life of the 
       contract. 
 
    Sales wins achieved in the fourth quarter will begin shipping in volumes 
       during 2019 and we believe that this will form the corner-stone of 
       sustainable commercial success. 
 
       FVRVS Limited ("FundamentalVR") 
 
       During 2018, Tern was excited to have the opportunity to invest in 
  FundamentalVR, a leading Virtual Reality ("VR") training and data analysis 
  technology platform. FundamentalVR is led by surgical training experts and 
  leading technologists with a mission to revolutionise surgical training by 
      bringing simulation into the hands of medical professionals around the 
 world, using low cost, easily accessible technology. FundamentalVR's unique 
      software platform takes advantage of readily available VR software and 
       devices, such as the Facebook owned Oculus Rift, and combines it with 
  cutting edge haptics to create a simulation system that can be used on any 
      modern PC set up. Using computer learning, the software platform works 
 together with haptic hardware devices to simulate the physical sensation of 
 operating on human tissue. It also has the capability to provide artificial 
intelligence ("AI") driven real-time feedback, procedure correction data and 
      best practice insight. The result is a simulation system that provides 
       surgeons with a more hands-on experience to be better prepared 
       professionals, resulting in better patient outcomes. 
 
 FundamentalVR's goal is to transform the way surgeons prepare, practice and 
refine their skills. The company has built an immersive, surgical simulation 
 application platform, Fundamental Surgery, to provide medical professionals 
     with the opportunity to rehearse, practice and test themselves within a 
       safe, controllable space that is as close to real life as possible. 
  Additionally, this same platform enables healthcare companies, to create a 
       new way to develop, train and measure the introduction of new medical 
 devices and drug delivery systems to surgeons in a safe and repeatable way. 
 
   The cost of medical care and mistakes continues to grow across the globe, 
  with the industry lacking an effective practice and rehearsal solution and 
  quality data on medical and surgical capability, which Fundamental Surgery 
       can now provide. 
 
    During 2018 Tern made two direct investments totalling GBP1.9 million into 
 FundamentalVR, our second following FundamentalVR's signing of a three year 
       term joint development agreement with the Mayo Foundation for Medical 
       Education and Research ("the Mayo Clinic"), the U.S. leading academic 
  medical centre, which will see the two parties collaborating on a range of 
      simulation and education products with an initial focus on the general 
  surgery area. Additionally, the current release of the Fundamental Surgery 
 platform is now live in the Mayo Clinic's world-renowned simulation centres 
       located in Rochester, Arizona and Florida. 
 
       InVMA Limited ("InVMA") 
 
       InVMA continued to make progress during the year. Since our initial 
 investment in 2017, we have seen the business grow its revenue year on year 
       in 2018 compared to 2017, with ten new customer engagements including 
   important wins at industrial leaders like ESAB (part of Colefax), Bernard 
   Matthews, GKN and Kohler Mira. Also, their new partnership with DMS, a UK 
 industrial maintenance company, has generated more than a dozen AssetMinder 
       opportunities with important wins at Yorkshire Water and JLR. 
 
      AssetMinder is a strategic product for InVMA as it builds on the trend 
within the Industrial IoT ("IIoT") to use intelligent sensors to connect and 
    collect important data to create a proactive performance and maintenance 
  strategy for assets. AssetMinder allows companies across all industries to 
  monitor and manage critical equipment and resources from the data gathered 
and to generate alerts to intervene and protect their operations from costly 
       down-time and potential costly catastrophic outcomes. The AssetMinder 
  product is positioned in the Remote Monitoring and Control Market which is 
  estimated to be growing at a CAGR of 4.47% and is expected to be valued at 
       USD 27.11 billion by 2023. 
 
       During 2018, InVMA, with the support of the Tern investment director, 
acquired the intellectual property and other assets from AMIHO Technology of 
       Cambridge. AMIHO Technology was founded in 2009 to solve difficult 
  environmental logistical problems of remote connectivity for smart sensors 
       and data collection gateways, for example, smart meters in the energy 
       industry. Their intellectual property is a series of wireless radio 
 frequency modules, specifically, long range ("LoRa") and meter-bus ("MBus") 
    protocols, stand-alone protocol stacks and evaluation kits. Prior to its 
 acquisition, the product suite achieved commercial success and is currently 
  installed in over 250,000 smart meters in Eastern Europe. We believe these 
  products add to the design service capabilities of InVMA to help customers 
  integrate the technology into their products and to the many facets of our 
   other portfolio companies where robust IoT connectivity is a requirement. 
 
       flexiOPS Limited ("flexiOPS") 
 
   2018 has proved to be a pivotal year for flexiOPS. We originally believed 
 that the business could have been a source of valuable technology expertise 
   to assist current and future Tern portfolio companies. Unfortunately, the 
company has been seriously affected by the political situation in Europe and 
  the UK and its ability to participate in European grants and therefore the 
 company decided to exit that part of its business. They are now focusing on 
the company's IoT mesh networking assets and expanding its mission following 
  the purchase of a controlling interest in Wyld Technologies Limited ("Wyld 
       Technologies"), a mesh networking company in 2017. 
 
 During 2018, as part of its expanded role and mission, Wyld began expanding 
 its product platform base by developing the application, thus enabling Wyld 
       Fusion to support the adoption and use of their Wyld Mesh networking 
     product. Wyld Fusion allows devices and people to receive individual or 
     aggregated data from an application, or series of applications, in real 
time. Wyld Fusion delivers timely, actionable information across the mesh to 
       the right people, things and locations, securely. It enables informed 
  business decisions and reduces operational risk (real time data selection) 
   with a high degree of flexibility and complexity. As an outcome from this 
    expansion of the Wyld Technologies' mission in flexiOPS, we believe Wyld 
    Mesh, with Wyld Fusion, will enable flexiOPS to offer a Content Delivery 
       Network combining real-time data streaming with our powerful 
       device-to-device mesh network. 
 
      Their vision is to make Wyld software the platform of choice for large 
 enterprise companies, governments and smart cities to leverage the power of 
  crowds to automate and accelerate their tailored messaging in large retail 
facilities and large entertainment venues, in response to critical events in 
       what are typically challenging and hostile environments. 
 
   Subsequent to the year end, the AMIHO Technology assets were purchased by 
flexiOPS from InVMA to form a new compelling proposition in the IoT embedded 
     communications industry and flexiOPS was renamed Wyld Networks Limited. 
 
       Summary 
 
      The investment portfolio made good progress in 2018, leaving Tern well 
   positioned for 2019 and beyond. I would like to thank our staff, business 
   partners and portfolio companies for their commitment and contribution to 
 this positive performance. As ever, I would also like to extend the Board's 
   thanks to all our stakeholders for their continued support. With a larger 
and maturing portfolio and an expanded pipeline of opportunities, we look to 
       2019 with continued confidence. 
 
Albert Sisto 
 
Chief Executive Officer 
 
Strategic Report 
 
       Business review 
 
    The Company is positioned as a quoted platform to invest in, develop and 
 sell private software companies with proven technology, based in the UK and 
    Europe but with global opportunities and ambitions. These businesses are 
       predominantly in the Internet of Things sector. 
 
    The 2018 results have been materially impacted by a fair value uplift of 
  GBP0.8 million, of which GBP0.4 million is due to an exchange rate gain on the 
   revaluation of the Device Authority investment at the balance sheet date. 
      Directors fees increased and legal fees were lower but offset by other 
 one-off professional fees. Overall, administrative expenses were comparable 
       to 2017. 
 
       Future developments 
 
  As explained in the CEO's Statement the Company has undertaken a series of 
      initiatives to position the Company for lasting success in its focused 
   market sector and has continued to build a portfolio of investments and a 
pipeline of investment opportunities in IoT Security, IoT enablement and IoT 
       analytics. 
 
 The Board has given consideration to the impact of Brexit on the investment 
  portfolio and has concluded that it does not envisage a material impact on 
performance given the majority of opportunities for the portfolio are in the 
 UK and the USA. Brexit impact has also been considered within the principal 
       business risks and uncertainties set out later in this section. 
 
*Key performance indicators * 
 
       The Company's principal activity is that of investing in companies. 
  Accordingly, the Company's financial Key Performance Indicators (KPIs) are 
     focused on return on investment; delivering consistent investee company 
       turnover growth; and focusing on year-on-year net asset growth. These 
indicators are monitored closely by the Board and the details of performance 
       against these are given below. 
 
       The return on investments: 
 
       Unrealised 
 
· Device Authority's underlying US dollar value remains unchanged, however 
the fair value is based on the probability of each of the various 
conversion options, with the value of each conversion option being 
weighted based on the probability of its exercise. A pound sterling 
increase has been reflected due to the weakening currency when revaluing 
the investment using the 2018 year end exchange rate; 
 
· flexiOPS Limited is valued at fair value which takes into account the 
cost of investment in Wyld Technologies Limited. InVMA Limited is also 
valued at fair value and the price of the most recent valuation is taken 
into account.; 
 
· FVRVS Limited ("FundamentalVR") is held at fair value where the price of 
the most recent valuation has been taken into account; 
 
· Push Technology Limited has been revalued in line with IFRS to a level 
consistent with recent fund raisings. Seal Software Group Limited's US 
dollar fair value remains unchanged, although a weakening of the pound 
sterling has resulted in a small increase in its pound sterling valuation; 
and 
 
· These investee companies are early stage businesses in emerging markets 
where there is a lack of comparative businesses available on which to 
provide a comparable valuation and therefore value has been based on an 
assessment of numerous factors: the underlying value of the Device 
Authority patent portfolio, the multiples achieved in comparable markets 
on recent transactions, and an assessment by the Board on the strength of 
the sales pipeline and achievability of the 2019 sales forecast. 
 
   The net assets of the Company at 31 December 2018 were GBP16,751,773 (2017: 
 GBP10,580,802). The net assets per ordinary share as at 31 December 2018 were 
       7.1p (2017: 7.38p). 
 
Investee company turnover growth: the year-over-year growth in the aggregate 
      revenue of our principal portfolio companies (excluding Seal and Push) 
   increased by 58% from calendar year 2017 to 2018 (126% from calendar year 
   2016 to calendar year 2017) which provides an indication of growth in the 
       overall portfolio. 
 
The Company has non-financial KPIs which are also monitored regularly by the 
Board. These non-financial KPIs are focused around the number and quality of 
investment opportunities seen, as assessed by reviewing all opportunities at 
the monthly Board meeting and the investee company employee number growth in 
     our portfolio companies. We believe these factors help serve as leading 
    indicators of the future performance and our impact on our stakeholders. 
 
 Investee company employee number growth (excluding Seal and Push) increased 
by 52% from calendar year 2017 to calendar year 2018 (55% from calendar year 
       2016 to calendar year 2017), highlighting a continuing growth in the 
       portfolio overall. 
 
       Financial risk management objectives and policies 
 
       Principal business risks and uncertainties 
 
 The management of the business and the nature of the Company's strategy are 
subject to a number of risks. The directors have set out below the principal 
risks facing the business. Where possible, processes are in place to monitor 
  and mitigate such risks. The Company operates a system of internal control 
and risk management in order to provide assurance that the Board is managing 
    risk whilst achieving its business objectives with the assistance of the 
    Audit Committee. The Executive Directors meet at least monthly to review 
       ongoing trading performance for both the Company and the portfolio 
       companies, discuss budgets, forecasts, opportunities and new risks 
       associated with ongoing trading. 
 
       The Board regularly reviews operating and strategic risks and the 
 effectiveness of the Company's risk management and related control systems, 
   with the assistance of its committees. No system can fully eliminate risk 
      and therefore, the understanding of operational risk is central to the 
       management process. 
 
  Identifying, evaluating and managing the principal risks and uncertainties 
facing the Company is an integral part of the way the business operates. The 
     Company has policies and procedures in place throughout its operations, 
embedded within the management structure and as part of the normal operating 
processes. A formal risk register is maintained and reviewed by the Board at 
least quarterly, with key risks identified, discussed and mitigation agreed. 
 Market and economic conditions are recognised as one of the principal risks 
     in the current trading environment. This risk is mitigated by the close 
       monitoring of trading conditions and the performance of the Company's 
      investment portfolio. The Company is affected by a number of risks and 
uncertainties, not all of which are wholly within its control as they relate 
     to the wider macroeconomic and legislative environment within which the 
    Company operates. To enable shareholders to appreciate what the business 
  considers are the main operational risks, they are briefly outlined below: 
 
                          Risk  Potential Impact        Strategy 
  Reliance on key  The Company    Disruption for     The Company 
           people is unable to    the Company or        offers a 
                    retain key    its investment    remuneration 
                   individuals  companies as new         package 
                                individuals take     designed to 
                                 time to gain an        attract, 
                                understanding of    motivate and 
                                  the investment      retain key 
                                       company's     individuals 
                                    strategy and 
                                   requirements. 
 
                                                 Key individuals 
                                                          in the 
                                                      investment 
                                                   companies are 
                                                      offered an 
                                                      attractive 
                                                    remuneration 
                                                     package and 
                                                   either shares 
                                                 or share option 
                                                      incentives 
  Investment risk           An  ? Investment may     The Company 
                    investment           require  actively takes 
                      fails to        additional  an influential 
                    perform as           finance     role in the 
                  anticipated:                         strategic 
                                                    direction of 
                                                 its investments 
                                  ? Inability to    and monitors 
                    ? Investee    create maximum all investments 
                     companies value in a timely    regularly. A 
                        may be           fashion         Company 
                  operating in                    director holds 
                        highly                   a non-executive 
                   competitive                    Board position 
                  markets with   ? Difficulty in          on all 
                         rapid         realising      investment 
                  technologica        investment  company boards 
                      l change                         where the 
                                                   Company has a 
                                                     significant 
                                 ? The Company's (>10%) holding. 
                    ? Investee influence reduces 
                     companies 
                        may be 
                  companies in                     The Company's 
                   early stage    ? The value of    strategy has 
                            of     the Company's been formulated 
                    commercial     holding falls          by the 
                  development.                   management team 
                    Generation                     with a strong 
                            of                   track record of 
                   significant ? If one dominant      generating 
                   revenues is  investment fails      gains from 
                  difficult to          it has a     early stage 
                   predict and  disproportionate       companies 
                           not     impact on the      within the 
                    guaranteed           Company      technology 
                                                          sector 
 
                    ? Investee 
                       company                    The Company is 
                    management                        building a 
                            is                      portfolio of 
                    performing                    investments to 
                      underpar                   insulate itself 
                                                    against poor 
                                                  performance of 
                                                      any single 
                   The Company                        investment 
                  is unable to 
                  maintain its 
                  holding when 
                  the investee 
                       company 
                      requires 
                   significant 
                    additional 
                       funding 
 
                           The 
                  portfolio is 
                  dominated by 
                    one or two 
                   investments 
        Liquidity  The Company      ? May have a     The Company 
                  is unable to       detrimental will maintain a 
                                   effect on the sufficient cash 
                               Company's ability      balance to 
                                        to cover  finance itself 
                     raise new    administration   for a prudent 
                         funds   and other costs      period, or 
                                                  ensure that it 
                                                   has access to 
                                                           funds 
                                 ? May adversely 
                               affect returns of 
                                        investee 
                               companies if they 
                                   need to raise 
                                   further funds 
          Legal & Legal claims   ? Financial and Maintain strong 
  regulatory risk  and changes      reputational  advisory base. 
                            to            impact    Legal advice 
                    regulation                      taken on all 
                                                  investment and 
                                                      employment 
                                   ? Potentially         issues. 
                               increase costs of 
                                compliance which 
                                 makes it harder 
                                  to raise funds     The company 
                                                    monitors its 
                                                 working capital 
                                                    to ensure it 
                                   ? Detrimental  has sufficient 
                                       impact on        funds to 
                                  performance of        maintain 
                                      investment      operations 
                                  companies with      during any 
                                 exposure to the        economic 
                                  European Union        slowdown 
 
 Foreign exchange          The    ? The value of     The Company 
             risk valuation of     the Company's        actively 
                   investments     holding falls     reviews the 
                        may be                          value of 
                   impacted by                   investments and 
                       foreign                     will consider 
                      exchange                         action on 
                     movements                           foreign 
                                                   exchange risk 
                                                 where relevant, 
                                                       following 
                                                     advice from 
                                                        advisors 
 
Assessment of business risk 
 
       The Board regularly reviews operating and strategic risks, with the 
  assistance of its committees. The Company's operating procedures include a 
   system for reporting financial and non-financial information to the Board 
       including: 
 
       ? reports from management with a review of the business at each Board 
       meeting, focusing on any new decisions/risks arising; 
 
       ? reports on the performance of investments; 
 
       ? reports on selection criteria of new investments; 
 
       ? discussion with senior personnel; and 
 
       ? consideration of reports prepared by third parties. 
 
       Investing policy (established July 2013) 
 
   To invest principally, but not exclusively, in the information technology 
  sector within Europe. The Directors believe that the Company can invest in 
and acquire information technology businesses, improve them by a combination 
of new management and investment and realise the value created which will be 
  returned to shareholders. The Company may be either an active investor and 
       acquire control of a single company or it may acquire non-controlling 
 shareholdings. Once a target has been identified, additional funds may need 
       to be raised by the Company to complete a transaction. 
 
       The Directors see IT as having considerable growth potential for the 
    foreseeable future and many of the prospects they have identified are in 
  this sector. They believe there are opportunities to invest in and acquire 
 established IT businesses which have good technology, marquee customers and 
       could better exploit their assets with the injection of experienced 
       management and new funds with the intention of creating value for 
       Shareholders. 
 
  Although the Company intends the main focus of the investment policy to be 
    on the exploitation of IT businesses; this will not preclude the Company 
 from considering investment in suitable projects in other sectors where the 
       Directors believe that there are high-growth opportunities. 
 
   It is anticipated that the main driver of success for the Company will be 
  expertise that can be provided by the Directors to the management involved 
 in the potential investee companies and the value creation that the team of 
       people is capable of realising. The Company intends to be an active 
  investor. Accordingly, it may seek representation on the board of investee 
       companies. 
 
In the first instance, the new capital available to the Company will be used 
       to locate, evaluate and select investment opportunities that offer 
 satisfactory potential capital returns for Shareholders. Once the Directors 
    have identified the most attractive investments, the Company may require 
  further funds in order to take up these opportunities. It is the intention 
   of the Directors to undertake further fundraising, if such an opportunity 
should arise. The Company's investments may take the form of equity, debt or 
     convertible instruments. Investments may be made in all types of assets 
       falling within the remit of the Investing Policy and there will be no 
       investment restrictions. 
 
 The Directors may consider it appropriate to take an equity interest in any 
 proposed investment which may range from a minority position to 100 percent 
    ownership. Proposed investments may be made in either quoted or unquoted 
     companies and structured as a direct acquisition, joint venture or as a 
       direct interest in a project. 
 
       The Company will seek investment opportunities which can be developed 
       through the investment of capital or where part of or all of the 
     consideration could be satisfied by the issue of new Ordinary Shares or 
other securities in the Company. The opportunities would generally have some 
       or all of the following characteristics, namely: 
 
· a majority of their revenue derived from IT or the use of IT, and 
strongly positioned to benefit from market growth; 
 
· a trading history which reflects past profitability or potential for 
significant capital growth going forward; and 
 
· where all or part of the consideration could be satisfied by the issue 
of new Ordinary Shares or other securities in the Company. 
 
 The Company will identify and assess potential investment targets and where 
       it believes further investigation is required intends to appoint 
       appropriately qualified advisers to assist. 
 
      The Company proposes to carry out a comprehensive and thorough project 
    review process in which all material aspects of any potential investment 
will be subject to rigorous due diligence, as appropriate. It is likely that 
     the Company's financial resources will be invested in a small number of 
  projects or investments or potentially in just one investment which may be 
       deemed to be a reverse takeover of the Company under the AIM Rules. 
 
       Bruce Leith 
 
       Director 
 
       Investment Report 
 
       The Company's current investment portfolio consists of the following 
       investments, all of which are unquoted: 
 
       Device Authority Limited 
 
Market segment: Data Security software 
 
Fair value: Cost: GBP5.61 million Valuation: GBP11.7 million 
 
Consists of: 
 
Equity ownership: 56.8% 'A' shares Cost: GBP4.34 million Valuation: GBP6.2 
million 
 
Convertible loan: Cost: GBP1.27 million Valuation: GBP5.5 million 
 
Valuation is based on a probability analysis of the potential outcomes 
relating to the conversion or redemption of the convertible loan note, 
translated at the exchange rate at the balance sheet date. The fair value 
was supported by an evaluation of a combination of factors, including the 
price of shares in the most recent fund raise (April 2016), the independent 
valuation of Device Authority's patent portfolio, a comparison to 
transaction multiples in comparable market sectors and an evaluation of 
sales pipeline and 2019 trading forecast. 
 
     Device Authority Limited ("DA") is an Internet of Things (IoT) security 
 automation company. DA provides simple, innovative solutions to address the 
       challenges of securing applications and their devices while using the 
      Internet with a robust, end-to-end security architecture that delivers 
efficiencies at scale. DA's KeyScalerTM IoT security platform provides trust 
       for IoT devices and the IoT ecosystem, including key partners such as 
 Certificate Authorities, HSM vendors, IoT platforms, system integrators and 
       cloud platforms. KeyScaler delivers automated device provisioning and 
       registration, token-based authentication, credential management for 
    certificates and passwords, and end-to-end data security. KeyScaler also 
     protects private keys and crypto keys, prevents unauthorised access and 
       delivers end-to-end data security and confidentiality for Enterprise 
       Blockchain. 
 
       For example, the healthcare industry is in a state of digital 
  transformation. Drug delivery systems, surgical robots, infusion pumps and 
  medical records are now all connected. Knowing the identity of the user or 
       device and protecting a patient's data are critical items requiring 
 protection under a variety of laws. Also, the need to exchange data between 
    the applications using these devices and systems, including updating the 
software running these systems, puts them at risk. DA's KeyScaler product is 
     used by medical device manufacturers and the applications which use the 
    devices to protect the data exchanged, by applying policy and encryption 
 techniques to protect the information. DA does this autonomously and at IoT 
       scale providing a clear ROI and a protection against human error. 
 
      In 2018, DA continued to build on a strong base of strategic partners, 
       including TeamViewer, SyroCon Consulting and Eonti, Larsen and Toubro 
     Infotech ('LTI') and Gemalto. Furthermore, it announced support for the 
   Microsoft Azure IoT Hub. DA also continued to be recognised as a critical 
force in the global IoT security market, for example, gaining recognition as 
       a 2018 Emerging Star in the IOT Security Market by Quadrant Knowledge 
       Solutions. 
 
       During the year, DA announced the launch of KeyScaler As A Service, 
       providing IoT Security in the Cloud. This service enables IoT service 
  providers and manufacturers to offer their customers the best security for 
     IoT devices without the infrastructure or running costs associated with 
      on-premise environments, expanding its ability to make markets for its 
       platform by simplifying customer deployment options. 
 
       Fundraising activities continue with US Capital in search for a key 
   strategic US partner. In addition, the DA Board is considering additional 
       advisors to review DA's strategic opportunities. 
 
       Other key announcements in 2018 included: 
 
· Announcing a customer success story, providing robust IoT Security for 
3D Systems' cloud-based service for 3D printers; 
 
· Provision of a new solution for securing Enterprise Blockchain 
infrastructure which is powered by KeyScaler; 
 
· Announcing the launch of their joint blueprint to secure the connected 
health industry, following the announcement of a strategic partnership 
with Thales (nCipher). This IoT market is a strategic focus for DA as 
healthcare forecasts predict growth to reach USD 524 billion by 2025, 
according to a report by Grand View Research, Inc published in 2018; and 
 
· DA's KeyScaler Platform announced that it now secures InVMA's (another 
portfolio company) AssetMinder Performance Management Solution for IoT, 
with the product due to launch in early 2019. 
 
       InVMA Limited 
 
Market segment: IOT Systems Integrator 
 
Equity ownership: 50% Cost: GBP1.0 million Valuation: GBP1.0 million 
 
Valuation is based on fair value. This was evaluated by a combination of 
factors including an assessment of sales pipeline and 2019 trading forecast. 
 
    InVMA Limited ("InVMA") delivers IoT applications, based on the industry 
 leading PTC/Thingworx development platform that deliver real business value 
       and competitive advantage to its customers. 
 
 Since the Company's investment in late 2017, InVMA, as part of its business 
      transformation, has launched AssetMinder, a product which monitors and 
       manages data from all types of sensors and provides alerts when 
  pre-determined thresholds or rules have been met or broken. In 2018, InVMA 
has focused on generating AssetMinder product sales to drive value creation. 
     InVMA also announced the integration of InVMA's AssetMinder with Device 
    Authority's KeyScaler which is an important proof point of the Company's 
     influence in integrating the products and technologies of its portfolio 
       companies. 
 
  In 2018, InVMA announced it had developed Clarity for GCE Healthcare using 
    PTC's ThingWorx(R) Industrial Innovation Platform. The global market for 
       real time health monitoring devices is expected to reach USD 67,982.2 
      million by 2022 and is expected to grow at a CAGR of 14.29% during the 
   forecast period 2016-2022 according to Global Real Time Health Monitoring 
  Devices Market Research Report - Forecast to 2022 published in April 2017. 
 
      InVMA have secured new strategic partnerships and contract wins in key 
segments of the Industrial IoT market already, including the announcement of 
 a contract with ESAB, part of the Colfax Group, to support the architecture 
  of a new ESAB WorldCloud platform which will be powered by Microsoft Azure 
       IoT and PTC's ThingWorx platform. 
 
       Other key announcements in 2018 include: 
 
· Partnering with ARM to deliver connected IoT. The new partnership will 
enable enterprise customers to manage, connect, provision and update 
devices through an end-to-end IoT platform that is easily scalable and 
flexible; 
 
· New capabilities for AssetMinder(R), its turnkey asset performance 
management solution which will significantly reduce the cost of 
maintenance using new high frequency wireless sensors; and 
 
· Acquiring the intellectual property and assets of IoT communications 
company AMIHO Technology Limited. This software will enable customers to 
integrate the IP technology into their products to enable them to robustly 
connect on the LoRA and M-Bus protocols 
 
FVRVS Limited ("FundamentalVR") 
 
Market segment: SAAS immersive platform for medical and surgical education 
driving data insight 
 
Equity ownership: 34.7% Cost: GBP1.9 million Valuation: GBP1.9 million 
 
Valuation is based on fair value. This was evaluated by a combination of 
factors including an assessment of sales pipeline and 2019 trading forecast. 
 
     FundamentalVR provides the Company with exposure to the rapidly growing 
       medical simulation market using low cost open-system IoT devices and 
       provides a basis for developing our IoT analytics pillar of the Tern 
       investment strategy. 
 
       Key announcements in 2018 include: 
 
· Since the Company invested in May 2018, FundamentalVR has launched in 
the USA, Australia and New Zealand and appointed Hybrid Health as its 
channel partner for Australian and New Zealand markets; 
 
· FundamentalVR has been recognised as having made significant impact on 
this market. This has been evidenced by winning the prestigious Auggie 
Award for 'Most Impactful Breakthrough'; being named as one of the best 50 
inventions in 2018 by Time magazine and more recently being nominated for 
the Immersive Healthcare of the Year award; 
 
· FundamentalVR has also celebrated commercial success by launching a 
strategic collaboration and joint development agreement with the Mayo 
Clinic, resulting in the Fundamental surgery platform being installed in 
their US centres; and 
 
· Two ground-breaking surgical simulators have been installed at UCLH's 
flagship University College Hospital, one of the UK's leading teaching 
hospitals, as well as the UCLH staff training centre. UCLH are the first 
in Europe to have adopted the VR and Haptic simulation system for Spine 
and Orthopaedic training 
 
       flexiOPS Limited 
 
   Market segment: Project management of research and innovation projects in 
       technology 
 
         Equity ownership: 100% Cost: GBP37,500* Valuation: GBP78,000 
 
       Cost is 50% of the purchase price of two business units flexiOPS and 
 Concerto. Concerto was sold in 2016. Valuation is based on fair value. This 
  was evaluated by a combination of factors including an assessment of sales 
       pipeline and 2019 trading forecast. 
 
flexiOPS completed its portfolio of EU funded research and development cloud 
   projects during 2018 and with the changing political landscape in the UK, 
securing new EU grants has been very difficult. As a result, the company has 
now re-focused on supporting the networking element of Tern's IoT enablement 
      strategy by aiding the growth and development of the Wyld Technologies 
     Limited ("Wyld Technologies") ad-hoc mesh networking offering following 
       their acquisition in late 2017. 
 
 During 2018, Wyld Technologies focused on building out its development team 
    and product platform, and now has a product roadmap that is in line with 
 current market requirements via its ability to deliver and collect critical 
     data with its ad-hoc mesh networking platform in the all critical "last 
       mile". 
 
       Mesh networks enable data to be transmitted from different devices 
 simultaneously. This topology can withstand high traffic and even if one of 
      the components fail, an alternative is always available, ensuring data 
      transfer is not affected. As mesh network topology is self-forming and 
       self-healing it is more efficient at creating robust ad-hoc networks; 
       providing assured quality to ensure continuity of service. 
 
       Post year-end, flexiOPS changed its name to Wyld Networks Limited. 
 
       Push Technology Limited 
 
       Market segment: Data distribution software 
 
         Equity ownership: <1% Cost: GBP120,197 Valuation: GBP34,205 
 
     Valuation is based on the price of shares in the most recent fundraise, 
       which is taken as fair value. 
 
Push Technology Limited ("Push") significantly enhances the ability of 
organisations to communicate in real-time. This includes direct 
communication as well as indirect, for example, by refreshing data displayed 
information in real time rather than when a user explicitly asks for an 
update. Interactive applications are infinitely more engaging, updating in 
real-time as new data becomes available. 
 
Key announcements in 2018 included: 
 
? New software release to increase security authentication and authorisation 
handling. 
 
       Seal Software Group Limited 
 
       Market segment: Database Analytics and Search software 
 
         Equity ownership: <1% Cost: GBP50,000 Valuation: GBP130,377 
 
     Valuation is based on the price of shares in the most recent fundraise, 
       which is taken as fair value. 
 
Seal Software Group Limited ("Seal") specialises in writing software which 
performs complex analysis of contractual data. Seal is specifically designed 
to locate and examine contractual documents and extract and present key 
contractual information related to language, clauses, clause combinations, 
and the significant contextual metadata held within them. 
 
In 2018 the notable events included: 
 
· Unveiling a global partnership with DocuSign to automate and connect the 
process of how agreements are prepared, signed, enacted and managed. 
 
· Winning the 2018 Aragon Research Innovation Award for Content Analytic, 
winning the award for Outstanding Data Analytics Solution at the annual 
Big Data Excellence awards in May 2018 and being named a 2018 Cool Vendor 
in Content Services by Gartner. 
 
· Being named within the Deloitte's Technology Fast 500(TM) for a third 
consecutive year. Seal was named the 64th fastest growing tech company in 
the San Francisco Bay Area, and 337th overall with 239 percent 
year-over-year growth. Seal Software was also included by Inc magazine 
within the 5000 List of America's Fastest-Growing Private Companies for 
the second consecutive year. 
 
  Customers include Dell, PayPal, Salesforce, Bosch, Experian and many other 
       multi-national organisations. 
 
Income Statement and Statement of Comprehensive Income 
 
For the year ended 31 December 2018 
 
                                             2018        2017 
 
                                                GBP           GBP 
 
Turnover                                  106,117      97,940 
Movement in fair value of investments     775,910   (757,705) 
Gross profit/(loss)                       882,027   (659,765) 
Administration costs                    (792,534)   (740,923) 
Other expenses                          (476,716)   (289,680) 
Operating loss                          (387,223) (1,690,368) 
Finance income                             74,659       1,020 
Finance costs                                   -       (207) 
Loss before tax                         (312,564) (1,689,555) 
Tax                                             -           - 
Loss for the period                     (312,564) (1,689,555) 
 
Since there is no other comprehensive income, the loss for the period is the 
       same as the total comprehensive income for the period 
 
EARNINGS PER SHARE: 
 
Basic and diluted earnings per share (0.1) pence (1.4) pence 
 
Statement of Financial Position 
 
As at 31 December 2018 
 
                                          2018        2017 
 
                                             GBP           GBP 
ASSETS 
NON-CURRENT ASSETS 
Investments held for trading        14,856,239  10,218,625 
                                    14,856,239  10,218,625 
CURRENT ASSETS 
Trade and other receivables            239,180     576,849 
Cash and cash equivalents            1,913,801     273,826 
                                     2,152,981     850,675 
TOTAL ASSETS                        17,009,220  11,069,300 
EQUITY AND LIABILITIES 
Share capital                        1,348,903   1,330,225 
Share premium                       19,660,434  13,237,362 
Loan note equity reserve                     -     123,482 
Share option and warrant reserve             -     175,982 
Retained deficit                   (4,257,564) (4,286,249) 
                                    16,751,773  10,580,802 
CURRENT LIABILITIES 
Trade and other payables               257,447     277,164 
TOTAL CURRENT LIABILITIES              257,447     277,164 
NON-CURRENT LIABILITIES 
Borrowings                                   -     211,334 
TOTAL NON-CURRENT LIABILITIES                -     211,334 
TOTAL LIABILITIES                      257,447     488,498 
TOTAL EQUITY AND LIABILITIES        17,009,220  11,069,300 
 
Statement of Changes in Equity 
 
For the year ended 31 December 2018 
 
                Share     Share  Loan   Option  Retained   Total 
               capital  premium  note      and   deficit  equity 
                                equit  warrant 
                                    y  reserve 
                                reser        GBP 
                      GBP       GBP  ve GBP                  GBP       GBP 
Balance at 31  1,325,27 12,390, 20,65 1,088,59 (3,637,08 11,187, 
December 2016         0     310     0        5        6)     739 
Total                 -       -     -        - (1,689,55       ( 
comprehensive                                         5) 1,689,5 
income                                                       55) 
Transactions 
with owners 
Issue of share    4,955 972,208     -        -         - 977,163 
capital 
Issue of              -       - 112,5        -         - 112,563 
convertible                        63 
loan note 
Share issue           - (125,15     -        -         - (125,15 
costs                        6)                               6) 
Transfer on           -       - (9,73        -     9,731       - 
conversion of                      1) 
convertible 
loan notes 
Transfer of           -       -     - (713,326   713,326       - 
lapsed and                                   ) 
exercised 
warrants 
Transfer of           -       -     - (199,287   199,287       - 
option reserve                               ) 
Share based           -       -     -        -   118,048 118,048 
payment charge 
Balance at 31  1,330,22 13,237, 123,4  175,982 (4,286,24 10,580, 
December 2017         5     362    82                 9)     802 
Total                 -       -     -        - (312,564) (312,56 
comprehensive                                                 4) 
income 
Transactions 
with owners 
Issue of share   18,678 6,861,0     -        -         - 6,879,7 
capital                      72                               50 
Share issue           - (603,00     -        -         - (603,00 
costs                        0)                               0) 
Conversion of         -       - (123,        -         - (123,48 
convertible                      482)                         2) 
loan note 
Transfer of           -       -     - (175,982   175,982       - 
lapsed                                       ) 
warrants 
Share based           -       -     -        -   165,267 165,267 
payment charge 
Transfer on           - 165,000     -        -         - 165,000 
conversion of 
loan notes 
Balance at 31  1,348,90 19,660,     -        - (4,257,56 16,751, 
December 2018         3     434                       4)     773 
 
Statement of Cash Flows 
 
For the year ended 31 December 2018 
 
                                                2018        2017 
 
                                                   GBP           GBP 
OPERATING ACTIVITIES                       (752,350)   (783,866) 
 
Net cash used in operations              (2,523,309)   (375,000) 
 
Purchase of investments                  (1,033,316)   (402,436) 
 
Loan to investee companies 
Net cash used in operating activities    (4,308,975) (1,561,302) 
FINANCING ACTIVITIES 
Proceeds on issues of shares               6,010,000     603,110 
Share issue expenses                       (603,000)   (125,156) 
Proceeds from exercise of warrants                 -      34,303 
Proceeds from exercise of options              8,500       9,000 
Proceeds on issue of loan note               550,000     550,000 
Repayment of loan stock                     (20,000)           - 
Interest received                              3,450       1,020 
Net cash from financing activities         5,948,950   1,072,277 
(Decrease)/increase in cash and cash       1,639,975   (489,025) 
equivalents 
Cash and cash equivalents at beginning       273,826     762,851 
of year 
Cash and cash equivalents at end of year   1,913,801     273,826 
 
       Notes 
 
1) BASIS OF PREPARATION 
 
   The financial information set out in the announcement does not constitute 
    the company's statutory accounts for the years ended 31 December 2018 or 
      2017. The financial information for the year ended 31 December 2017 is 
derived from the statutory accounts for that year, which were prepared under 
     IFRSs, and which have been delivered to the Registrar of Companies. The 
       auditor's report on those accounts was unqualified, did not contain a 
statement under either Section 498(2) or Section 498(3) of the Companies Act 
    2006 and did not include references to any matters to which the auditors 
       drew attention by way of emphasis. 
 
    The financial information for the year ended 31 December 2018 is derived 
  from the audited statutory accounts for the year ended 31 December 2018 on 
 which the auditors have given an unqualified report, that did not contain a 
  statement under section 498(2) or 498(3) of the Companies Act 2006 and did 
  not include references to any matters to which the auditors drew attention 
       by way of emphasis. The statutory accounts will be delivered to the 
      Registrar of Companies following the Company's annual general meeting. 
 
The financial statements of the Company have been prepared in accordance 
with International Financial Reporting Standards (IFRSs) adopted by the 
European Union (EU) and therefore the financial statements comply with 
Article 4 of the EU IAS Regulation. 
 
IFRS is subject to amendment and interpretation by the International 
Accounting Standards Board (IASB) and the International Financial Reporting 
Interpretations Committee (IFRIC) and there is an ongoing process of review 
and endorsement by the European Commission. The financial statements have 
been prepared on the basis of the recognition and measurement principles of 
the IFRS that were applicable at 31 December 2018. 
 
The preparation of financial statements in conformity with generally 
accepted accounting principles requires the use of estimates and assumptions 
that affect the reported amounts of assets and liabilities at the date of 
the financial statements and the reported amounts of revenues and expenses 
during the reporting period. Although these estimates are based on 
management's best knowledge of the amount, event or actions, actual results 
may ultimately differ from those estimates. 
 
The financial statements have been prepared on the historical cost basis 
except for investments and certain financial instruments which are measured 
at fair value at the end of each reporting period. Historical cost is 
generally based on the fair value of the consideration given in exchange for 
the assets. The principal accounting policies set out below have been 
consistently applied to all periods presented, except where stated. 
 
In accordance with IFRS 10, par 4 and following a reassessment of whether 
the Company is an investment company, the Company has taken the exemption 
not to present consolidated financial statements or apply IFRS3 when it 
obtains control of another entity as it is an investing company that 
measures all of its investments at fair value through the income statement 
in accordance with IFRS 9. 
 
2) NON-CURRENT ASSETS 
 
INVESTMENTS 
 
                                                 2018       2017 
 
                                                    GBP          GBP 
Cost of investments brought forward        10,218,625 10,601,330 
Reclassification of convertible loan note   1,270,753          - 
from other debtors 
Interest accrued on convertible loan note      67,642          - 
Additions                                   2,523,309    375,000 
Cost of investments carried forward        14,080,329 10,976,330 
Fair value adjustment to investments          775,910  (757,705) 
Fair value of investments carried forward  14,856,239 10,218,625 
Fair value of equity investments            9,337,041 10,218,625 
Fair value of convertible loans             5,519,198          - 
Fair value of investments                  14,856,239 10,218,625 
 
3) EARNINGS PER SHARE 
 
                                                2018        2017 
 
                                                   GBP           GBP 
Loss for the purposes of basic and fully   (312,564) (1,689,555) 
diluted earnings per share 
                                                2018        2017 
                                              Number      Number 
Weighted average number of ordinary 
shares: 
For calculation of basic earnings per    217,221,165 124,586,665 
share 
For calculation of fully diluted         221,079,230 124,586,665 
earnings per share 
                                                2018        2017 
Earnings per share: 
Basic and diluted earnings per share     (0.1) pence (1.4) pence 
 
4) ANNUAL GENERAL MEETING (AGM) 
 
The annual report will be available from the company website from 25 March 
2019 and will be posted to shareholders on or before 29 March 2019. The 
annual report contains a notice of the AGM which will be held at 9.30am on 
25 April 2019 at the offices of Reed Smith, The Broadgate Tower, 20 Primrose 
Street, London, EC2A 2RS. 
 
ISIN:          GB00BFPMV798 
Category Code: FR 
TIDM:          TERN 
LEI Code:      2138005F87SODHL9CQ36 
Sequence No.:  7854 
EQS News ID:   788839 
 
End of Announcement EQS News Service 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=a96a8673acd8e5ff2929b94b72cf4da5&application_id=788839&site_id=vwd_london&application_name=news 
 

(END) Dow Jones Newswires

March 19, 2019 03:02 ET (07:02 GMT)

Grafico Azioni Tern (LSE:TERN)
Storico
Da Feb 2024 a Mar 2024 Clicca qui per i Grafici di Tern
Grafico Azioni Tern (LSE:TERN)
Storico
Da Mar 2023 a Mar 2024 Clicca qui per i Grafici di Tern