TIDMTMT
RNS Number : 0733C
TMT Investments PLC
26 April 2012
26 April 2012
TMT INVESTMENTS PLC
("TMT" or the "Company")
Final results for the year ended 31 December 2011
TMT Investments PLC, which invests in high-growth,
internet-based companies with the potential to become multinational
businesses, is pleased to announce its final results for the year
ended 31 December 2011.
Key highlights
-- US$7.4 million invested across 10 companies in 2011, after
assessing over 200 investment opportunities
-- A number of portfolio companies experiencing rapid growth
-- Strong pipeline of investments under review
-- Well placed to capitalise on the opportunities created in the
software applications, digital media and internet sectors with
approximately US$16m in cash reserves
Alexander Selegenev, Executive Director of TMT, commented:
"We have made good use of 2011 as our first full year as a
publicly traded company, investing into ten companies operating in
the mobile applications and social networking segments covering the
consumer as well as business to consumer sectors. The ten companies
are Ninua, DepositPhotos, RollApp, Berryman, Unicell, PeekYou,
Wanelo, Tracks, Gild and Socialize. Since the year end, we have
invested in One-Page, ThusFresh, Todoroo, and Hotlist Media.
TMT's objective is to build a high quality and diversified
portfolio of investments in companies that operate in high-growth,
internet-based sectors. We typically invest in companies at an
early stage of their development, and which we believe have the
potential to outgrow their competitors and become multinational
companies. Many of these companies originate in the US, and our
active presence in the US has meant we have been able to access and
invest in these companies on attractive terms at an early stage of
their development.
TMT places a special emphasis on close monitoring of its
investments as well as supporting its portfolio companies by means
that include facilitating synergies with our other portfolio
companies and developing partner distribution channels. We expect
to be able to announce a number of notable developments with our
existing investee companies in due course."
For further information contact:
TMT INVESTMENTS PLC +44(0)1534 281 843
Mr. Alexander Selegenev alexander.selegenev@tmtinvestments.com
www.tmtinvestments.com
ZAI Corporate Finance
Ltd
NOMAD and Broker
Marc Cramsie/Irina Lomova 020 7060 2220
Kinlan Communications Tel. +44 (0) 20 7638
David Hothersall 3435
davidh@kinlan.net
Executive Director's Statement
Since our successful admission to AIM in December 2010, TMT
Investments PLC ("TMT" or the "Company") has been steadfastly
executing its strategy of identifying promising investment
opportunities in the Technology, Media and Telecommunications
("TMT") sector. During this period, the Company has specifically
focused on segments such as mobile applications, online gaming,
social media and search platforms, personal and business
productivity, and cloud and geo-location services.
The Company has been extremely active in what is a very
fast-moving sector that offers potentially spectacular investment
opportunities. During 2011, the Company invested US$7.4 million
across 10 companies, after assessing over 200 investment
opportunities. As our investments do not have a quoted market price
in an active market we have not estimated their fair values at the
end of the year. As the majority of those investments were made
towards the end of 2011, we believe that their cost approximates
their fair value. With the continuing growth and increased level of
corporate finance activities among our portfolio companies we
believe that we will be in a better position to reliably measure
their fair value in future periods.
As 2011 was the Company's first full operating year, TMT made
significant efforts to strengthen its team and streamline its
internal processes. In the first half of the year, the Company
hired two employees and appointed a US adviser to assist the
Company's Directors and Consultants with investment search, deal
execution and post-investment requirements. Also, Yuri Mostovoy was
appointed as the Company's Chairman in June 2011. Although these
efforts led to a notable increase in our Administrative Expenses,
we now have a fully operational team (including a presence in the
vital US market), which can deal with the growing workload of
identifying new investments and monitoring and supporting existing
portfolio companies.
In February 2012, the Company raised an additional US$6.5
million at US$1.40 per share from two of the Company's existing
shareholders. This was an important vote of confidence in our
current portfolio and investment strategy. TMT has no outstanding
debt and with approximately US$16 million in cash reserves, the
Company continues to be well placed to capitalise on the
opportunities created in the software applications, digital media
and internet sectors.
So far in 2012, the Company has made four investments:
US$250,000 in The One-Page Company, US$500,000 in ThusFresh, Inc.,
US$400,000 in Todoroo, Inc. and US$400,000 in Hotlist Media,
Inc.
We continue to have a strong pipeline of new investment
opportunities, and intend to complete a number of new and follow-on
investments in 2012. With a number of our portfolio companies
experiencing rapid growth, we also expect to announce a number of
notable developments with our existing investee companies.
We look forward to updating our shareholders on the Company's
progress in the near future.
Alexander Selegenev
Executive Director
Statement of Comprehensive Losses
For the For the
year ended period
31/12/2011 ended
31/12/2010
Notes USD USD
Revenue 3 8,199 -
------------------------------- ------ ------------ ------------
Expenses
Administrative expenses 5 (569,180) (27,479)
------------------------------- ------ ------------ ------------
Operating loss (560,981) (27,479)
Net finance income 7 118,390 600
------------------------------- ------ ------------ ------------
Loss before taxation (442,591) (26,879)
Taxation - -
------------------------------- ------ ------------ ------------
Loss attributable to equity
shareholders (442,591) (26,879)
Other comprehensive income - -
for the year
------------------------------- ------ ------------ ------------
Total comprehensive loss for
the period (442,591) (26,879)
------------------------------- ------ ------------ ------------
Loss per share
Basic loss per share (cents
per share) 9 (2.21) (0.57)
Diluted loss per share (cents
per share) 9 (2.21) (0.57)
------------------------------- ------ ------------ ------------
Statement of Financial Position
At 31 December At 31 December
2011,USD 2010,USD
Non-current assets Notes
Non-current financial
assets 10 7,336,711 -
----------------------------- ------ ------------------------ ------------------------
Total non-current assets 7,336,711 -
Current assets
----------------------------- ------ ------------------------ ------------------------
Trade and other receivables 11 49,510 -
Cash and cash equivalents 12 11,861,305 19,648,821
Total current assets 11,910,815 19,648,821
Total assets 19,247,526 19,648,821
Current liabilities
Trade and other payables 13 72,329 39,453
Total liabilities 72,329 39,453
----------------------------- ------ ------------------------ ------------------------
Net assets 19,175,197 19,609,368
----------------------------- ------ ------------------------ ------------------------
Equity
Share capital 14 19,636,247 19,636,247
Share-based payment
reserve 15 8,420 -
Retained losses (469,470) (26,879)
Total equity 19,175,197 19,609,368
----------------------------- ------ ------------------------ ------------------------
Statement of Cash Flows
For the year For the
ended period
31/12/2011, ended
31/12/2010,
Notes USD USD
-------------------------------------- ----- ------------ ------------
Operating activities
Operating loss (560,981) (24,479)
-------------------------------------- ----- ------------ ------------
Adjustments for:
Share-based payment charge 15 8,420 -
Amortized costs of convertible
notes receivable 3 4,419 -
(548,142) (27,479)
-------------------------------------- ----- ------------ ------------
Changes in working capital:
Increase in trade and other
receivables (37,024) -
Increase in trade and other
payables 32,876 22,639
Net cash used by operating activities (552,290) (4,840)
-------------------------------------- ----- ------------ ------------
Investing activities
Interest received 105,904 600
Purchase of investments in equity
shares 10 (5,944,459) -
Purchase of convertible notes
receivable 10 (1,396,671) -
-------------------------------------- ----- ------------ ------------
Net cash used in investing activities (7,235,226) 600
-------------------------------------- ----- ------------ ------------
Financing activities
Proceeds from issue of shares
(net of costs) - 19,653,061
-------------------------------------- ----- ------------ ------------
Net cash used in financing activities - 19,653,061
-------------------------------------- ----- ------------ ------------
(Decrease)/Increase in cash and
cash equivalents (7,787,516) 19,648,821
-------------------------------------- ----- ------------ ------------
Cash and cash equivalents at
the beginning of the year 12 19,648,821 -
-------------------------------------- ----- ------------ ------------
Cash and cash equivalents at
the end of the year 12 11,861,305 19,648,821
-------------------------------------- ----- ------------ ------------
Statement of Changes in Equity
Share capital Share-based payment reserve Retained losses Total equity
Notes
------------------------------- ------ -------------- ---------------------------- ---------------- -------------
Balance on incorporation - - - -
------------------------------- ------ -------------- ---------------------------- ---------------- -------------
Total comprehensive loss for
2010 - - (26,879) (26,879)
------------------------------- ------ -------------- ---------------------------- ---------------- -------------
Transactions with owners:
Issue of shares 14 20,000,000 - - 20,000,000
Share issue costs 14 (363,753) - - (363,753)
Balance at 31 December 2010 19,636,247 - (26,879) 19,609,368
------------------------------- ------ -------------- ---------------------------- ---------------- -------------
Total comprehensive loss for
2011 - - (442,591) (442,591)
------------------------------- ------ -------------- ---------------------------- ---------------- -------------
Transactions with owners:
Share-based payment charge - 8,420 - 8,420
Balance at 31 December 2011 19,636,247 8,420 (469,470) 19,175,197
------------------------------- ------ -------------- ---------------------------- ---------------- -------------
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2011
1. Company information
TMT Investments Plc ("TMT" or the "Company") is a company
incorporated in Jersey with its registered office at Queensway
House, Hilgrove Street, St Helier, JE1 1ES, Channel Islands.
The Company was incorporated and registered on 30 September 2010
in Jersey under the Companies (Jersey) Law 1991 with registration
number 106628 under the name TMT Investments Limited. The Company
obtained consent from the Jersey Financial Services Commission
pursuant to the Control of Borrowing (Jersey) Order 1985 on 30
September 2010. On 1 December 2010 the Company re-registered as a
public company and changed its name to TMT Investments PLC.
The memorandum and articles of association of the Company do not
restrict its activities and therefore it has unlimited legal
capacity. The Company's ability to implement its Investment Policy
and achieve its desired returns will be limited by its ability to
identify and acquire suitable investments. Suitable investment
opportunities may not always be readily available.
The Company will seek to make investments in any region of the
world.
Financial statements of the Company are prepared by and approved
by the Directors in accordance with International Financial
Reporting Standards, International Accounting Standards and their
interpretations issued or adopted by the International Accounting
Standards Board as adopted by the European Union ("IFRSs"). The
Company's accounting reference date is 31 December.
2. Summary of significant accounting policies
2.1 Basis of presentation
The principal accounting policies applied by the Company in the
preparation of these financial statements are set out below and
have been applied consistently.
The financial statements have been prepared on a going concern
basis, under the historical cost basis including financial assets
that are measured at cost less impairment, as explained in the
accounting policies below and in accordance with IFRS. Historical
cost is generally based on the fair value of the consideration
given in exchange for assets.
2.2 Going concern
The Directors confirm that, after giving due consideration to
the financial position and expected cash flows of the Company; they
have a reasonable expectation that the Company will have adequate
cash resources to continue in operational existence for the
foreseeable future, and for at least one year from the date of
approval of these financial statements and they have therefore
adopted the going concern basis in preparing the financial
statements.
2.3 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker
who is responsible for allocating resources and assessing
performance of the operating segments and which has been identified
as the Board of Directors that make strategic decisions.
Even though the Company only has one segment, there are still
geographical disclosures that need to be made to comply with IFRS 8
'Operating Segments'.
The Company analyses revenue and non-current financial assets
according to the geographical location of the investment (see note
4).
2.4 Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements of the Company are
measured in United States Dollars ('US dollars', 'USD' or 'US$'),
which is the Company's functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into US$ using the
exchange rates prevailing at the dates of the transactions.
Exchange differences arising from the translation at the year end
exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the consolidated statement of
comprehensive income.
Conversation rates, USD
-------------------------------------------
Currency Average
rate,
At 31.12.2011 2011
----------------- -------------- --------
British pounds,
GBP 1.5691 1.6035
----------------- -------------- --------
2.5 Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand,
deposits held at call with banks, bank overdrafts and other
short-term highly liquid investments with maturities of three
months or less from the date of acquisition.
2.6 Financial assets
Recognition and measurement
Investments are recognized and de-recognized on a date where the
purchase or sale of an investment is under a contract whose terms
require the delivery or settlement of the investment. The Company
manages its investments with a view to profiting from the receipt
of dividends and changes in fair value of equity investments.
Available for sale financial instruments include unlisted equity
investments and convertible promissory notes. Equity instruments
classified as available for sale are those which are neither
classified as held for trading nor designated at fair value through
profit or loss. Convertible promissory notes are treated as similar
in nature to the unlisted equity investments and designated as
available for sale.
Available for sale investments are carried at fair values except
for financial assets that do not have a quoted market price in an
active market and whose fair value cannot be reliably measured
which are measured at cost less any identified impairment losses at
the end of the period in accordance with the IAS 39 para 46 (c)
exemptions. Fair value information has therefore not been disclosed
for those investments.
Financial assets that qualify as an associate as 20% or more of
the voting rights are held by the company, are exempt from IAS 28
'Investments in Associates', as TMT Investments plc is a venture
capital organisation. Associates are therefore treated as financial
assets.
Income
Interest income from convertible notes receivable is recognized
as it accrues by reference to the principal outstanding and the
effective interest rate applicable, which is the rate that exactly
discounts the estimated future cash flows through the expected life
of the financial asset to the asset's carrying value.
Impairment of available-for-sale financial assets
A financial asset is considered to be impaired if objective
evidence indicates that one or more events have had a negative
effect on the estimated future cash flows of that asset. In case of
available for sale assets, a significant or prolonged decline in
the fair value of the financial asset below its cost is considered
an indicator that the financial assets are impaired.
If objective evidence indicates that financial assets that are
carried at cost need to be tested for impairment, calculations are
based on information derived from business plans and other
information available for estimating their fair value. Any
impairment loss is charged to the Statement of Comprehensive
Income.
2.7 Net finance income
Net finance income comprises interest income on deposits.
Interest income is recognized as it accrues in the statement of
comprehensive income, using the effective interest method. Finance
costs comprise interest expenses on borrowings and the unwinding of
the discount on provisions.
2.8 Taxation
Deferred tax is provided in full using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that, at the time of the transaction, affects
either accounting nor taxable profit or loss. Deferred tax is
determined using tax rates that are expected to apply when the
related deferred tax asset is realised or when the deferred tax
liability is settled. Deferred tax assets are recognised to the
extent that it is probable that future taxable profits will be
available against which the temporary differences can be
utilised.
2.9 Equity instruments
Ordinary shares are classified as equity. Costs directly
attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
2.10 Share-based payments
The fair value of options granted to employees is recognized as
an employee expense, with a corresponding increase in equity, over
the period that the employees become unconditionally entitled to
the options. The amount recognized as an expense is adjusted to
reflect the actual number of share options that vest.
For equity settled share-based payment transactions other than
transactions with employees the Company measures the goods or
services received at their fair value, unless that fair value
cannot be estimated reliably. If this is the case the Company
measures their fair values and the corresponding increase in
equity, indirectly, by reference to the fair value of equity
instruments granted.
The Company enters into arrangements that are equity-settled
share-based payments with certain employees. These are measured at
fair value at the date of grant, which is then recognized in the
statement of comprehensive income on a straight-line basis over the
vesting period, based on the Company's estimate of shares that will
eventually vest. Fair value is measured by use of an appropriate
model. In valuing equity-settled transactions, no account is taken
of any vesting conditions, other than conditions linked to the
price of the shares of TMT Investments plc. The charge is adjusted
at each balance sheet date to reflect the actual number of
forfeitures, cancellations and leavers during the period. The
movement in cumulative charges since the previous balance sheet is
recognized in the statement of comprehensive income, with a
corresponding entry in equity.
2.11 New IFRSs and interpretations not applied
The IASB has issued the following standards and interpretations
which have been endorsed by the European Union to be applied to
financial statements with periods commencing on or after the
following dates:
Effective for period beginning on or after
IFRS 7 Amendments enhancing disclosures about transfers of financial 1 July 2011
assets
====== ================================================================== ==========================================
IAS 12 Limited scope amendment (recovery of underlying assets) 1 January 2012
====== ================================================================== ==========================================
IFRS 9 Financial Instruments - Classification and Measurement 1 January 2013
====== ================================================================== ==========================================
The Directors do not anticipate that the adoption of these
standards and interpretations will have a material impact on the
financial statements in the period of initial application and have
decided not to adopt early.
2.12 Accounting estimates and judgements
Estimates and judgements need to be regularly evaluated and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. The Company makes estimates and
assumptions concerning the future. The resulting accounting
estimates will, by definition, rarely equal the related actual
results.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both current and future
periods.
The estimates significant to the financial statements during the
year and at the year end is the consideration of impairment of
available for sale assets and share based payment calculation, as
set out in the relevant accounting policy.
3 Revenue
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
---------------------------------------------------- ------------------------------ --------------------------------
Gross interest income from convertible notes 12,618 -
receivable
---------------------------------------------------- ------------------------------ --------------------------------
Amortized costs of convertible notes receivable (4,419) -
---------------------------------------------------- ------------------------------ --------------------------------
8,199 -
---------------------------------------------------- ------------------------------ --------------------------------
4 Segmental analysis
Geographic information
The Company has investments in three principal geographical
areas - USA, Israel and BVI.
Revenue from non-current financial assets amounted to US$8,199
derived from interest for convertible notes receivable provided to
USA companies.
Non-current financial assets
USA Israel BVI Total
USD USD USD USD
-------------------- ---------- ---------- ---------- ----------
Equity investments 1,961,988 2,982,471 1,000,000 5,944,459
Convertible notes 1,392,252 - - 1,392,252
-------------------- ---------- ---------- ---------- ----------
3,354,240 2,982,471 1,000,000 7,336,711
-------------------- ---------- ---------- ---------- ----------
5 Administrative expenses
Administrative expenses include the following amounts:
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
------------------------- ------------------------------ --------------------------------
Staff expenses (note 6) 329,829 8,304
Professional fees 171,553 6,175
Legal fees 5,400 -
Bank and LSE charges 18,689 -
Audit fees 13,220 11,000
Accounting fees 11,000 2,000
Currency exchange loss 9,269 -
Other expenses 10,220 -
------------------------- ------------------------------ --------------------------------
569,180 27,479
------------------------- ------------------------------ --------------------------------
6 Staff expenses
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
-------------------------------------- ------------------------------ --------------------------------
Directors' fees 230,209 8,304
Wages and salaries 91,200 -
Share-based payment charge (note 14) 8,420 -
-------------------------------------- ------------------------------ --------------------------------
329,829 8,304
-------------------------------------- ------------------------------ --------------------------------
Wages and salaries shown above include salaries paid in the year
2011, bonuses and share option schemes relating to the year. These
costs are included in administrative expenses.
On 6 December 2010, Alexander Selegenev, James Mulins, Petr
Lanin and on 6 June 2011, Yuri Mostovoy, entered into letters of
appointment with the Company whereby they agreed to provide
services to the Company in return for fixed fees. The Directors'
fees for the year 2011 were as follows:
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
--------------------- ------------------------------ --------------------------------
Alexander Selegenev 115,339 4,406
Yuri Mostovoy 55,558 -
James Mullins 32,415 2,118
Petr Lanin 26,897 1,780
--------------------- ------------------------------ --------------------------------
230,209 8,304
--------------------- ------------------------------ --------------------------------
The Directors' fees shown above are all classified as 'short
term employment benefits' under International Accounting Standard
24. The Directors do not receive any pension contributions or other
benefits.
Key management personnel of the Company are defined as those
persons having authority and responsibility for the planning,
directing and controlling the activities of the Company, directly
or indirectly. Key management of the Company are therefore
considered to be the Directors of the Company. There were no
transactions with the key management, other than their Directors
fees and share options.
7 Net finance income
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
----------------- ------------------------------ --------------------------------
Interest income 118,390 600
118,390 600
----------------- ------------------------------ --------------------------------
8 Income tax expenses
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
---------------------- ------------------------------ --------------------------------
Current taxes
Current year - -
---------------------- ------------------------------ --------------------------------
Deferred taxes
Deferred income taxes - -
---------------------- ------------------------------ --------------------------------
- -
---------------------- ------------------------------ --------------------------------
The Company is incorporated in Jersey. No tax reconciliation
note has been presented as the income tax rate for Jersey companies
is 0%.
9 Loss per share
The calculation of basic earnings per share is based upon the
net loss for the year ended 31 December 2011 attributable to the
ordinary shareholders of US$442,591 (2010: net loss of US$26,879)
and the weighted average number of ordinary shares outstanding
calculated as follows:
Loss per share For the year ended 31/12/2011 For the period ended 31/12/2010
---------------------------------------------------- ------------------------------ --------------------------------
Basic loss per share (cents per share) (2.21) (0.57)
Diluted loss per share (cents per share) (2.21) (0.57)
Net loss and total comprehensive loss for the
period, USD (442,591) (26,879)
---------------------------------------------------- ------------------------------ --------------------------------
The weighted average number of ordinary shares outstanding
before and after adjustment for the effects of all dilutive
potential ordinary shares calculated as follows:
(in number of shares weighted during the period For the year ended 31/12/2011 For the period ended 31/12/2010
outstanding)
---------------------------------------------------- ------------------------------ --------------------------------
Weighted average number of shares in issue
Ordinary shares 20,000,002 4,731,183
20,000,002 4,731,183
---------------------------------------------------- ------------------------------ --------------------------------
Effect of dilutive potential ordinary shares
Share options 6,283 -
---------------------------------------------------- ------------------------------ --------------------------------
Weighted average of shares for the period (fully
diluted) 20,006,285 4,731,183
---------------------------------------------------- ------------------------------ --------------------------------
Transactions involving ordinary shares between the balance sheet
date and the date of approval of financial statements are included
in the subsequent events note (note 17).
10 Non-current financial assets
At 31 December At 31 December
2011 2010
USD USD
----------------------------- --------------- ---------------
Financial assets carried
at cost, less impairment:
Investments in equity shares
(i)
- unlisted shares 5,944,459 -
Convertible notes receivable
(ii)
- promissory notes 1,392,252 -
----------------------------- --------------- ---------------
7,336,711 -
----------------------------- --------------- ---------------
(i) During the year ended 31 December 2011 the Company made
unlisted equity investments in the following companies:
Investee Date of Net investment, Amount Total Proportion
company investment USD of capitalized cost of of equity
consulting investment, shares
and legal USD held,%
services,
USD
--------------- ------------- ---------------- ---------------- ------------- -----------
Unicell 15/09/2011 2,962,971 19,500 2,982,471 10.00
Berryman 30/08/2011 1,000,000 - 1,000,000 20.00
DepositPhotos 26/07/2011 901,988 10,000 911,988 15.00
RollApp 19/08/2011 350,000 10,000 360,000 10.00
Wanelo 21/11/2011 339,500 15,500 355,000 6.53
Gild 05/12/2011 315,250 19,750 335,000 3.56
--------------- ------------- ---------------- ---------------- ------------- -----------
Total 5,869,709 74,750 5,944,459 -
------------------------------ ---------------- ---------------- ------------- -----------
(ii) During the year ended 31 December 2011 the Company invested
in promissory notes, which are convertible into unlisted equity
instruments of the following companies:
Date Net Amount Amount Amortized Maturity Interest
of investment investment, of capitalized of amortized cost term, rate,
USD consulting costs, of investment, years %
and legal USD USD
services,
USD
----------- ---------------- --------------- --------------- -------------- --------------- --------- ---------
Socialize 19/12/2011 485,000 20,000 (329) 504,671 2 6.00
Tracks 24/11/2011 436,500 18,500 (938) 454,062 2 5.00
Ninua 08/06/2011 300,000 5,000 (1,881) 303,119 1.5 5.00
PeekYou 03/11/2011 123,671 8,000 (1,271) 130,400 1 5.00
----------- ---------------- --------------- --------------- -------------- --------------- --------- ---------
Total 1,345,171 51,500 (4,419) 1,392,252 - -
----------------------------- --------------- --------------- -------------- --------------- --------- ---------
Available-for-sale investments are carried at fair values. All
of the above financial assets however do not have a quoted market
price in an active market and their fair values cannot be reliably
measured so are measured at cost less any identified impairment
losses at the end of reporting period, in accordance with IAS 39
para 46 (c) exemption. There have been no indications of impairment
to date.
11 Trade and other receivables
At 31 December 2011 At 31 December 2010
USD USD
---------------------------------------- -------------------- --------------------
Prepayments 24,406 -
Interest receivable on promissory notes 12,618 -
Interest receivable on deposit 12,486 -
---------------------------------------- -------------------- --------------------
49,510 -
---------------------------------------- -------------------- --------------------
12 Cash and cash equivalents
The cash and cash equivalents as at 31 December 2011 include
cash on hand and in banks, deposits, net of outstanding bank
overdrafts. The effective interest rate at 31 December 2011 was
0.05%. In March 2011 the Directors approved depositing
USD10,000,000 with Investec Bank Plc in London on a 32-day notice
deposit with interest of 1.45% per year.
Cash and cash equivalents at the end of the reporting period as
shown in the statement of cash flows can be reconciled to the
related items in the statement of financial position as
follows:
At 31 December 2011 At 31 December 2010
USD USD
--------------- -------------------- --------------------
Deposits 10,000,000 -
Bank balances 1,861,305 19,648,821
--------------- -------------------- --------------------
11,861,305 19,648,821
--------------- -------------------- --------------------
The following table represents an analysis of cash and
equivalents by rating agency designation based on Fitch rating or
their equivalent:
At 31 December 2011 At 31 December 2010
USD USD
--------------- -------------------- --------------------
Bank balances
A 1,861,305 19,648,821
--------------- -------------------- --------------------
1,861,305 19,648,821
--------------- -------------------- --------------------
Deposits
A 10,000,000 -
--------------- -------------------- --------------------
10,000,000 -
--------------- -------------------- --------------------
13 Trade and other payables
At 31 December 2011 At 31 December 2010
USD USD
--------------------------- -------------------- --------------------
Directors' fees payable 37,978 8,304
Trade payables 10,650 1,335
Other current liabilities 16,383 13,000
Accrued expenses 7,318 16,814
--------------------------- -------------------- --------------------
72,329 39,453
--------------------------- -------------------- --------------------
14 Share capital
On 31 December 2011 the Company had an authorised share capital
of unlimited shares of no par value and had issued share capital
of:
At 31 December 2011 At 31 December 2010
USD USD
---------------------------- -------------------- --------------------
Share capital 19,636,247 19,636,247
19,636,247 19,636,247
---------------------------- -------------------- --------------------
Issued capital comprises: Number Number
Fully paid ordinary shares 20,000,002 20,000,002
---------------------------- -------------------- --------------------
14.1 Fully paid ordinary shares
Number of shares Share Share
capital premium
USD USD
------------------------------ ----------------- ----------- ---------
Balance at 30 September 2010 - - -
Issue of shares 20,000,002 20,000,000 -
Share issue costs - (363,753)
------------------------------ ----------------- ----------- ---------
Balance at 31 December 2010 20,000,002 19,636,247 -
Issue of shares - - -
Balance at 31 December 2011 20,000,002 19,636,247 -
------------------------------ ----------------- ----------- ---------
15 Share-based payment charge
On 27 April 2011, on the recommendation of the independent
directors, the Company granted share options to subscribe for up to
100,000 ordinary shares to Mr. Alexander Selegenev, an executive
director of the Company.
The terms and conditions of the options granted are as
follows:
Options granted to Alexander Selegenev
-------------------------------------------- ---------------------------------------
Date granted 1 May 2011
Number of instruments 100,000
Vesting period 1-3 years
Exercise price US$1.00
Share-based compensation (USD) during 2010 -
Share-based compensation (USD) during 2011 8,420
-------------------------------------------- ---------------------------------------
Options granted to Mr. Alexander Selegenev vest as follows:
No. of ordinary shares Exercise Price Exercise Period
----------------------- --------------- -------------------
33,333 US$1 31/12/11-30/01/12*
33,333 US$1 31/12/12-30/01/13*
33,334 US$1 31/12/13-30/01/14*
----------------------- --------------- -------------------
* or a period of 30 days starting from the date on which certain
circumstances preventing exercise during these periods have
ended.
These options are exercisable by Mr. Alexander Selegenev only
while he remains a director and will lapse on the termination of
his appointment.
There were no forfeited or exercised options during the years
ended 31 December 2011.
The weighted average exercise price and contractual life is as
stated in the above tables.
The fair value of services received in return for share options
granted is based on the fair value of share options and warrants
granted, measured using the Black-Scholes formula, using the
following assumptions:
(in USD, except for number of shares and percent) Options granted to
Alexander Selegenev
--------------------------------------------------- ---------------------
Share price at grant date 1.03
Exercise price 1
Expected volatility, per cent 7.56%
Option life, years 1-3
Expected dividends, per cent 0
Risk free interest rate, per cent 3.14%
--------------------------------------------------- ---------------------
Expected volatility is estimated by considering the Company's
data on AIM.
Share-based payment charge recognized for the year ended 31
December 2011 is as follows:
For the year ended 31/12/2011 For the period ended 31/12/2010
USD USD
------------------------------------- ------------------------------ --------------------------------
Share option (compensation expenses) 8,420 -
------------------------------------- ------------------------------ --------------------------------
Total share-based payment charge 8,420 -
------------------------------------- ------------------------------ --------------------------------
16 Capital management
The capital structure of the Company consists of equity share
capital, reserves, and retained earnings.
The Board's policy is to maintain a strong capital base so as to
maintain investor and market confidence and to enable the
successful future development of the business.
The Company is not subject to externally imposed capital
requirements.
No changes were made to the objective, policies and process for
managing capital during the year.
17 Financial risk management and financial instruments
The Company has identified the following risks arising from its
activities and has established policies and procedures to manage
these risks. The Company's principal financial assets are cash and
cash equivalents, investments in equity shares, and convertible
notes receivable.
17.1 Credit risk
As at 31 December 2011, the largest exposure to credit risk
related to cash and cash equivalents, which was US$11,861,305. The
exposure risk is reduced because the counterparties are banks with
high credit ratings ("A" Liquidity banks) assigned by international
credit rating agencies. The Directors intend to continue to spread
the risk by holding the Company's cash reserves in more than one
financial institution.
(i) Exposure to credit risk
The carrying amount of the following assets represents the
maximum credit exposure. The maximum exposure to credit risk asat
31 December is as follows:
At 31 December 2011 At 31 December 2010
USD USD
----------------------------- -------------------- --------------------
Trade and other receivables 49,510 -
Cash and cash equivalents 11,861,305 19,648,821
----------------------------- -------------------- --------------------
11,910,815 19,648,821
----------------------------- -------------------- --------------------
17.2 Market risk
The Company's financial assets areclassified as
available-for-sale and are measured as cost less any identified
impairment losses. The measurement of the Company's investments in
equity shares and convertible notes is largely dependent on the
underlying trading performance of the investee companies, but the
valuation and other items in the financial statements can also be
affected by the interest rate and fluctuations in the exchange
rate.
17.2.1 Interest rate risk
Changes in interest rates impact primarily cash and cash
equivalents by changing either their fair value (fixed rate
deposits) or their future cash flows (variable rate deposits).
Management does not have a formal policy of determining how much of
the Company's exposure should be to fixed or variable rates.
At 31 December 2011 the Company had a cash deposit of
US$10,000,000, earning a variable rate of interest. The Board of
Directors monitors the interest rates available in the market to
ensure that returns are maximized.
17.2.2 Foreign currency risk management
The Company is exposed to foreign currency risks on investments
and salary and director remuneration payments that are denominated
in a currency other than the functional currency of the Company.
The currency giving rise to this risk is primarily GBP. The
exposure to foreign currency risk as at 31 December 2011 was as
follows:
(in USD) For the year ended 31/12/2011 For the period ended 31/12/2010
GBP GBP
Current assets
Cash and cash equivalents 122,743 -
Trade and other receivables 2,546 -
---------------------------------------------------- ------------------------------ --------------------------------
Current liabilities
Trade and other payables (22,168) (22,567)
---------------------------------------------------- ------------------------------ --------------------------------
Net (short) long position 103,121 (22,567)
---------------------------------------------------- ------------------------------ --------------------------------
Net exposure currency 65,720 (14,454)
---------------------------------------------------- ------------------------------ --------------------------------
Net exposure currency (assuming a 10% movement in
exchange rates against GBP) 92,809 (20,310)
---------------------------------------------------- ------------------------------ --------------------------------
Impact on exchange movements in the statement of
comprehensive income 10,312 (2,257)
---------------------------------------------------- ------------------------------ --------------------------------
The foreign exchange rates of the USD at 31 December were as
follows:
31/12/2011 31/12/2010
---------- ----------- -----------
Currency
GBP 1.5691 1.5613
---------- ----------- -----------
This analysis assumes that all other variables, in particular
interest rates, remain constant.
17.2.3 Liquidity risk management
The Company's approach to managing liquidity is to ensure that
it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company.
The Company has low liquidity risk due to maintaining adequate
banking facilities, by continuously monitoring actual cash flows
and by matching the maturity profiles of financial assets and
current liabilities.
As at 31 December 2011, the cash and equivalents of the Company
were US$11,861,305.
The following are the maturities of current liabilities as at 31
December 2011:
Carrying amount Within one year 2-5 years More than 5 years
USD USD USD USD
--------------------------- ---------------- ---------------- ---------- -------------------
Directors' fees payable 37,978 37,978 - -
Trade payables 10,650 10,650 - -
Other current liabilities 16,383 16,383 - -
Accrued expenses 7,318 7,318 - -
72,329 72,329 - -
--------------------------- ---------------- ---------------- ---------- -------------------
18 Subsequent events
On 6 February 2012, the Company allotted 4,642,858 new ordinary
shares of no par value each in the Company at a price of US$1.4 per
share, being a premium of 12% over the closing price of the
Company's shares on 3 February 2012 and raising US$6.5 million.
On 6 February 2012, the Company completed an investment in The
One-Page Company, Inc. ("One-Page"), a start-up company building
corporate software-as-a-service ("SaaS") solutions and consumer
Internet proposal platform that enables users to systematically
create, solicit, distribute, and negotiate one-page proposals
between individuals and companies from anywhere around world. TMT's
investment consists of a US$250,000 unsecured convertible
promissory note in One-Page.
On 26 March 2012, the Company completed an investment in
ThusFresh, Inc., a Delaware corporation, which is developing
"Undrip", a mobile and web application that filters, organises and
sorts the content that users' friends are sharing on Twitter,
Facebook and other social networks. As part of the US$1.5m
financing round, TMT has acquired 892,365 new zero coupon
convertible preferred shares in Undrip representing 7.71% of that
company's fully diluted equity capital (post-transaction) for an
aggregate consideration of US$500,000, assuming a fundraising of
US$950,002. Assuming the full US$1.5m is raised, TMT's fully
diluted equity stake in the company will be 7.09%.
On 12 April 2012, the Company completed an investment in
Todoroo, Inc., a San Francisco-based company behind "Astrid", an
automated personal assistant that helps people manage their "to-do"
lists on the iPhone, Android, and the web by connecting them to
people and products to help them get things done. TMT's investment
consists of a US$400,000 unsecured convertible promissory note in
Todoroo.
On 18 April 2012, the Company completed an investment in Hotlist
Media, Inc. ("Hotlist"). Incorporated in Delaware, Hotlist is the
company behind the mobile software application that shows users
what their friends have planned, and what is happening at venues
throughout the week in over 40,000 cities worldwide. People use
Hotlist to discover fun and relevant real-world events to share
with friends. TMT's investment consists of a US$400,000 unsecured
convertible promissory note in Hotlist.
19 Control
The Company is not controlled by any one party. Details of
significant shareholders are shown in the Directors' Report.
20 Approval of financial statements
The financial statements were approved by the board of directors
and authorised for issue on 25 April 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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