30 October 2019
LIMITLESS EARTH
PLC
("Limitless" or the "Company")
UNAUDITED
HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 31 JULY 2019
The Company is pleased to announce its half-yearly result for
the six months to 31 July 2019.
CHIEF EXECUTIVE’S STATEMENT
Limitless is a proactive investing company that focuses on
making investments in and assisting companies that show the
potential to generate returns through capital appreciation.
The directors look to make investments into small companies which
have clear routes to value appreciation and which operate in
sectors with long term growth prospects that are driven by
demographic change. Examples of such sectors include
Cleantech, Life Sciences and Technology. The Company
has 4 investments, and reports on these as follows:
Saxa Gres S.p.A is a turn-around, circular economy
company which specialises in an innovative porcelain and ceramic
stone tile production process using recycled urban waste. It has
been extremely successful in expanding its operations by competitor
acquisitions and this has enabled it to satisfy the increasing
demands for its products while attracting valuable funding from
relevant institutional investors. The company recently announced
news that it was doubling production, was tendering for prestigious
projects including Microsoft’s new Seattle Office and was in
discussions regarding a potential JV with a Chinese
conglomerate.
Limitless has made three investments in Saxa Gres. Limitless
holds EUR617,000 listed loan notes,
which matured in the period under review and were rolled into new
notes of 7 per cent. with a maturity of 2023, and an unlisted
EUR 75,000 10 per cent. loan note
with an option to acquire approximately 2.38 per cent. of the
equity share capital of Saxa Gres at an exercise price of €1EUR per
share.
The Board of Limitless is pleased with the progress that Saxa
Gres has made in recent years.
V-Nova Ltd. is a London-headquartered technology company
providing next-generation data compression solutions that address
the ever-growing media processing and delivery challenges. V-Nova
is an IP Software company which has developed an innovative video
and imaging compression technology with broad application from
developed, data-rich economies to emerging markets. V-Nova provides
solutions spanning the entire media delivery chain, including
content production, contribution, storage and distribution to end
users.
Limitless is pleased to learn that Moving Picture Experts Group
(MPEG) has selected V-Nova’s technology to become a new standard
(MPEG5-Part2), which is expected to yield V-Nova a recurring
revenue stream for a long period.
V-Nova’s management have helped ensure that the company’s
technology is becoming an integrated world standard. Limitless is
now optimistic that V-Nova is at a stage of development where it
will be able to exploit its years of hard work and, importantly,
recoup its investment to date as it progresses towards reaching
profitability and expanding V-Nova’s patented capabilities in as
many verticals as possible.
Limitless invested £500,000 in V-Nova on 18 December 2015 in a convertible loan note,
which is subsequently converted in April
2017 into Series B1 participating shares at a valuation of
V-Nova of c. £80 million.
Chronix Biomedical, inc. , is a privately-owned biotech
company founded in 1997 which specialises in simple blood tests
(liquid biopsies) for real-time monitoring of the effectiveness of
cancer drugs, including immunotherapies, and rejection of
transplanted organs. The Cancer test is based on a patented
technology whereby the Company can identify gains and losses in
cell free DNA that allow them to determine if a cancer therapy is
working. The transplant test allows the Company to determine if the
organ that is transplanted is being accepted or rejected, and
thereby allows the physician to alter the immunosuppressive drug
regimen given to the patient.
In June 2018, Chronix signed it
first commercial agreement with a large EU-based lab group, which
already processes more than 150,000 laboratory samples daily,
providing an exclusive licence for Germany, Austria, Switzerland and Belgium. The contract is for 15 years and
Independent research analysts have estimated the net present value
of the licensing payments to Chronix over the life of the agreement
to be approximately $92 million,
subject to a minimum number of tests being performed each year.
The Board of Limitless values and recognises the considerable
achievements of Chronix’s management and understands that
additional funding and partnership agreements are needed to
continue to develop the company’s operations as it moves from
concept towards commercialisation, to exploit its potential and,
ultimately, drive company valuation. Chronix’s management is
actively raising funds to support such objectives and to support
the company to financial breakeven in a few years.
To date, Limitless has invested US$600,000 in Chronix, which includes a follow-on
investment made recently of US$100,000, by way of convertible preference
stock and a 6 per cent. convertible loan note.
The Company has been informed that Chronix is currently
embarking on another funding round as it requires additional
working capital to support the business until the revenue from
its current contracts are sufficient for Chronix to become
profitable.
Exogenesis Corporation is a Boston-based nanotech firm which specialises
in modifying and controlling the surface of objects at a nanoscale
level, through accelerated particle beam processing, to avoid
needing to apply coatings. Application of the company’s
technology can improve the safety and efficacy of implantable
medical devices and improving the performance of optics, glass and
a variety of substrates used in the laser, memory and semiconductor
industries. Exogenesis Corporation is a pre-revenue
business.
The Board of Limitless recognises Exogenesis’ technological
achievements and, as it has still to prove its revenue streams,
awaits news of its first commercial deals which are expected to be
linked to selling into its existing vertical sectors.
Recently, Exogenesis announced that it had received 510(k)
clearance from the FDA for its Hernia Mesh, the first soft tissue
repair device with a nano-modified surface, which provides some
renewed optimism for the company’s business model and, in turn,
this investment.
Limitless invested US$300,000 in
May 2016 in Exogenesis Corporation by
way of 8 per cent. convertible senior notes.
During the reporting period, the Company looked at new potential
investments and opened a series of due diligence on potential new
investments some of which are ongoing. The Board continues to
actively source new investments.
The Board understands as per previous years, that cost control
is important at all times and on behalf of the shareholders, the
directors carefully keep operating costs to a minimum to preserve
shareholder value.
For the period, Limitless made a net loss on operations of
£60,132 (31 July 2018: £55,427 and
31 January 2019: £28,539) and the
unaudited balance sheet reflects the cash and cash equivalents at
the reporting date of £419,007 (31 July
2018: £591,504 and 31 January
2019: £530,863) and Investments held for trading totalling
£1,711,809 (31 July 2018: £1,603,268
and 31 January 2019: £1,711,809).
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please
contact:
Limitless Earth
plc
www.limitlessearthplc.com
Guido Contesso -
CEO
+44 7780 700
091
Cairn Financial Advisers LLP
+44 20 7213 0880
Nominated
Adviser
www.cairnfin.com
Jo Turner/Tony
Rawlinson
Peterhouse Corporate Finance Limited
+44 20 7469 0930
Joint
Broker
www.pcorpfin.com
Peter Greensmith
UNAUDITED INCOME STATEMENT AND STATEMENT OF
COMPREHENSIVE INCOME |
|
|
6 MONTHS ENDED 31 JULY 2019 |
|
|
|
|
|
|
Notes |
Unaudited |
Unaudited |
Audited |
|
|
31/07/2019 |
31/07/2018 |
31/01/2019 |
Continuing operations |
£ |
£ |
£ |
|
|
|
|
|
Investment Income |
|
14,379 |
28,496 |
47,312 |
Total
Income |
|
14,379 |
28,496 |
47,312 |
|
|
|
|
|
Administration expenses |
(74,511) |
(83,923) |
(184,392) |
Foreign currency exchange gain |
|
|
|
108,541 |
Operating loss and loss before taxation |
|
(60,132) |
(55,427) |
(28,539) |
|
|
|
|
|
Taxation |
|
- |
- |
- |
Loss for the period |
(60,132) |
(55,427) |
(28,539) |
|
|
|
|
|
Total Comprehensive loss for the period |
(60,132) |
(55,427) |
(28,539) |
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basic
and diluted loss per share |
3 |
(0.09p) |
(0.09p) |
(0.04p) |
There are no items of other comprehesive income.
UNAUDITED STATEMENT OF FINANCIAL POSITION |
|
|
|
|
AS AT
31 JULY 2019 |
|
|
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
31/07/2019 |
31/07/2018 |
31/01/2019 |
|
|
£ |
£ |
£ |
Current assets |
|
|
|
|
Investments held for trading |
|
1,711,809 |
1,603,268 |
1,711,809 |
Trade and
Other receivables |
|
53,123 |
33,295 |
33,289 |
Cash |
|
419,007 |
591,504 |
530,863 |
|
|
2,183,939 |
2,228,067 |
2,275,961 |
|
|
|
|
|
Total
Assets |
|
2,183,939 |
2,228,067 |
2,275,961 |
|
|
|
|
|
Current Liabilities |
|
|
|
|
Trade and
other payables |
|
(35,600) |
(46,485) |
(67,490) |
|
|
|
|
|
Net
Assets |
|
2,148,339 |
2,181,582 |
2,208,471 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Issued
Share Capital |
|
654,000 |
654,000 |
654,000 |
Share
Premium |
|
2,364,725 |
2,350,630 |
2,350,630 |
Share
Warrant Reserve |
|
- |
14,095 |
14,095 |
Retained
Earnings |
|
(870,386) |
(837,143) |
(810,254) |
Total
Equity |
|
2,148,339 |
2,181,582 |
2,208,471 |
Unaudited Statement of Changes in Shareholders’
Equity
for the period ended 31 July 2019 |
|
|
|
|
|
Share capital |
Share premium |
Share warrant reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
Audited
Changes in Equity for the period ended 31 January 2018 |
654,000 |
2,350,630 |
14,095 |
(781,716) |
2,237,009 |
|
|
|
|
|
|
Comprehensive loss for the period |
- |
- |
- |
(28,538) |
(28,538) |
Total
contributions by the owners |
- |
- |
- |
(28,538) |
(28,538) |
At 31
January 2019 |
654,000 |
2,350,630 |
14,095 |
(810,254) |
2,208,471 |
|
|
|
|
|
|
Audited
Changes in Equity for the period ended 31 January 2018 |
654,000 |
2,350,630 |
14,095 |
(781,716) |
2,237,009 |
Comprehensive loss for the period |
- |
- |
- |
(55,427) |
(55,427) |
Total
contributions by the owners |
- |
- |
- |
(55,427) |
(55,427) |
At 31
July 2018 |
654,000 |
2,350,630 |
14,095 |
(837,143) |
2,181,582 |
|
|
|
|
|
|
Unaudited Changes in Equity for the period ended 31 January
2019 |
654,000 |
2,350,630 |
14,095 |
(810,254) |
2,208,471 |
Comprehensive loss for the period |
- |
- |
- |
(60,132) |
(60,132) |
Warrant cancellation |
|
14,095 |
(14,095) |
- |
- |
Total
contributions by the owners |
- |
14,095 |
(14,095) |
(60,132) |
(60,132) |
Unaudited Changes in Equity for the period ended 31 July
2019 |
654,000 |
2,364,725 |
- |
(870,386) |
2,148,339 |
|
|
|
|
|
|
|
|
|
|
UNAUDITED CASH FLOW
STATEMENT FOR THE
6 MONTHS ENDED 31 JULY 2019
|
|
|
|
|
|
|
Unaudited |
Unaudited |
Unaudited |
|
|
31/07/2019 |
31/07/2018 |
31/07/2019 |
|
|
2019 |
2018 |
2019 |
|
|
£ |
£ |
£ |
Cash
flows from operating activities |
|
|
|
|
(Loss)
for the year before tax |
|
(60,132) |
(55,427) |
(28,538) |
Investment income |
|
(14,379) |
(28,496) |
(47,312) |
Foreign
Currency exchange gain |
|
- |
- |
(108,541) |
Decrease/
(increase) in receivables |
|
(19,833) |
5,834 |
5,839 |
(Decrease)/ increase in payables |
|
(31,890) |
(7,236) |
13,770 |
Net cash outflow
from operating activities |
|
(126,234) |
(85,325) |
(164,782) |
|
|
|
|
|
Cash
flows from investing activities |
|
|
|
|
Finance
income received net |
|
14,379 |
28,496 |
47,312 |
Purchase
of investments |
|
- |
- |
- |
Net
cash outflow from investing activities |
|
14,379 |
28,496 |
47,312 |
|
|
|
|
|
Net
decrease in cash and cash equivalents during the year |
|
(111,855) |
(56,829) |
(117,470) |
|
|
|
|
|
Cash at
the beginning of year |
|
530,862 |
648,333 |
648,333 |
|
|
|
|
|
Cash
and cash equivalents at the end of the year |
|
419,007 |
591,504 |
530,863 |
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
Limitless Earth plc is a company incorporated and domiciled in
England and Wales. The Company’s ordinary shares are
traded on the AIM market of the London Stock Exchange. The address
of the registered office is 30 Percy Street, London W1T 2DB.
The principal activity of the Company is that of an investing
company pursuing a strategy
2. Accounting policies
The principal accounting policies have all been applied
consistently throughout the period covered and have not changed
since being reported on in the financial statements for the year
ended 31 January 2018.
Basis of preparation
The interim financial information set out above does not
constitute statutory accounts within the meaning of the Companies
Act 2006. It has been prepared on a going concern basis in
accordance with the recognition and measurement criteria of
International Financial Reporting Standards (IFRS) as adopted by
the European Union.
The financial statements have been prepared under the historical
cost convention.
The interim financial information for the six months ended
31 July 2019 has not been reviewed or
audited. The interim financial report has been approved by the
Board on 30 October 2019.
3. Loss per share
The basic earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the period.
Diluted earnings per share is computed using the same weighted
average number of shares during the period adjusted for the
dilutive effect of share warrants and convertible loans outstanding
during the period.
|
Unaudited |
Unaudited |
Audited |
|
31/07/2019 |
31/07/2018 |
31/01/2019 |
|
|
|
|
Loss from
continuing operations attributable to equity holders of the
company |
(60,132) |
(55,427) |
(28,539) |
Weighted
average number of ordinary shares in issue |
65,400,000 |
65,400,000 |
65,400,000 |
|
Pence |
Pence |
Pence |
Basic and
fully diluted loss per share from continuing operations
(Pence) |
(0.09) |
(0.09) |
(0.04) |
IAS 33 requires presentation of diluted earnings per share when
a company could be called upon to issue shares that would decrease
earnings per share or increase net loss per share. For a
loss-making company with outstanding share options and warrants,
net loss per share would only be increased by the exercise of
out-of-the money options and warrants. Since it seems inappropriate
that option holders would act irrationally, no adjustment has been
made to diluted earnings per share for out-of-the money options and
warrants in the comparatives. There are no other potentially
diluting share issues.
4. Events after the reporting
period
On 20th September 2019,
the Company announced that it has made a further investment in
Chronix Biomedical, Inc. a developer of novel blood-based cancer
molecular diagnostics, of approximately US$100,000. The investment was in an unsecured
Convertible Promissory Note with an interest rate of six per cent.
per annum. Further details of the investment are included in
the Company’s RIS announcement.
5. Copies of Interim Accounts
Copies of the interim results are available at the Group´s
website at www.limitlessearthplc.com.