TIDMTMT

RNS Number : 6625S

TMT Investments PLC

21 March 2016

21 March 2016

TMT INVESTMENTS PLC

("TMT" or the "Company")

Final results for the year ended 31 December 2015

TMT Investments PLC, which invests in high-growth, internet-based companies across a variety of sectors, is pleased to announce its final results for the year ended 31 December 2015.

   --    NAV per share of US$1.91 (up 40% from US$1.36 as of 31 December 2014) 
   --    1 full (Tracks) and 1 partial (Pipedrive) cash exit 

-- 10 positive revaluations, including significant uplifts in values of our portfolio stars Backblaze, Depositphotos, LeTote, Pipedrive, Virool, and Wrike

   --    2 write-downs (Unicell and Appsindep) 

-- US$1.43 million allocated to new and follow-on investments (Depositphotos, ScentBird, and Weaved)

-- Diversified portfolio of 31 companies focused around mobile software applications, cloud solutions, social discovery shopping, and business SaaS tools

   --    Many portfolio companies continue to experience rapid growth 

Alexander Selegenev, Executive Director of TMT, commented:

"2015 was our fifth full year as a publicly traded company. As reported in our 2014 Annual Report, given the rapid growth experienced by a significant number of our portfolio companies, we expected 2015 to produce a number of positive revaluations across our portfolio. We are delighted that this is exactly what happened: our NAV per share as of 31 December 2015 increased by 40% to US$1.91, despite two sizable write-downs. It is especially pleasing to see that a number of companies in which we invested at an earlier stage have attracted the attention of large, blue-chip investment groups at higher valuations in order to fund their continued growth.

We continue to see exciting investment opportunities in our chosen sectors and look forward to updating our shareholders on the Company's progress in the near future."

The Annual Report and Accounts for the year ended 31 December 2015 are available on the Company's website at www.tmtinvestments.com, where an electronic copy can be accessed.

For further information contact:

 
TMT Investments Plc        +44 1534 281 843 
 Alexander Selegenev        alexander.selegenev@tmtinvestments.com 
 www.tmtinvestments.com 
ZAI Corporate Finance 
 Ltd. 
 NOMAD 
 Richard Morrison/ Peter 
 Trevelyan-Clark/ 
 Irina Lomova              +44 20 7060 2220 
Hybridan LLP 
 Broker 
 Claire Louise Noyce       +44 20 3764 2341 
Kinlan Communications      Tel. +44 20 7638 3435 
 David Hothersall           davidh@kinlan.net 
 

EXECUTIVE DIRECTOR'S STATEMENT

2015 has been a successful year for the Company, with a big number of sizable revaluations across our portfolio. As a result, our NAV per share as of 31 December 2015 increased significantly to US$1.91 (up 40% from US$1.36 as of 31 December 2014). Importantly, this result takes into account two sizable impairments that were not triggered by any actual independent transactions, but which the management considered appropriate to recognise at this stage. TMT has now invested in 39 companies since its flotation in December 2010 and has a diversified portfolio of 31 investees focused primarily on mobile software applications, cloud solutions, social discovery shopping, and business SaaS tools.

Portfolio Performance

For the last few years we have noted the biggest "reporting challenge" faced by the Company, which is in the business of investing in earlier-stage, privately held companies that typically do not have a sufficiently long history of earnings. This means that, regardless of how impressively some of our portfolio companies may have grown in terms of revenue and operating metrics, positive changes in fair value of our portfolio companies cannot be justified under the IFRS rules unless there has been an independent equity financing round or other measurable reliable evidence to support a change in the valuation. On the other hand, any write-offs or impairments are recorded immediately as negative revenue on the Company's Profit and Loss Account. 2015 was an important year for the Company, as we were delighted to see a large number of significant positive portfolio revaluations among our portfolio companies. It is especially pleasing to see that a number of companies in which we invested at an earlier stage are now attracting the attention of large, blue chip investment groups at higher valuations to support their continued growth.

The following developments took place within the Company's portfolio in 2015:

Cash and part-cash exits:

-- In September 2015, the Company's portfolio company Kanvas Labs, Inc. ("Kanvas") was acquired by AOL, Inc. TMT's total maximum potential consideration for the transaction (including amounts in escrow) is US$797,529, representing a premium of approximately US$247,000 (or 45%) to the value of TMT's original investment in Kanvas made in November 2011 and March 2013, or an internal rate of return ("IRR") of up to 11%.

-- In November 2015, the Company sold a small part of its equity stake in Pipedrive, Inc. ("Pipedrive"), a SaaS-based sales CRM software provider, for US$249,490 in cash. (Please see further details of this transaction in the "Positive non-cash revaluations" section below.)

Positive non-cash revaluations:

-- In February 2015, Drippler, a mobile tech discovery media service, completed a sizable equity financing round. The transaction represents an uplift of approximately US$97,000 (or 48%) in the fair value of TMT's investment in Drippler, compared to the amount announced as of 30 June 2014.

-- In April 2015, Wrike, a SaaS-based work management platform, completed a US$15 million equity financing round. The transaction represents an approximately US$2.3 million (or 116%) uplift in the fair value of TMT's investment in Wrike, compared to the latest reported amount reported as of 31 December 2014.

-- In April 2015, Pipedrive, a SaaS-based sales CRM software provider, completed a US$9 million equity financing round led by Bessemer Venture Partners. The transaction represents an approximately US$1.82 million (or 235%) uplift in the fair value of TMT's investment in Pipedrive, compared to the latest reported amount as of 31 December 2014.

-- In May 2015, farm management software provider VitalFields completed a new equity financing round. The transaction represents an uplift of approximately US$36,000 (or 27%) in the fair value of TMT's investment in VitalFields, compared to the latest reported amount as of 31 December 2014.

-- In June 2015, PandaDoc, a SaaS-based sales management tool, completed a US$5 million equity financing round. The transaction represents an uplift of approximately US$90,000 (or 22%) in the fair value of TMT's investment in PandaDoc, compared to the latest reported amount as of 31 December 2014.

-- In September 2015, Drupe, a mobile app that brings all your contacts and communication apps together in one place, completed an equity financing round. The transaction represents an uplift of approximately US$0.3 million (or 132%) in the fair value of TMT's investment in Drupe, compared to the latest reported amount as of 31 December 2014.

-- In October 2015, Virool, a native video advertising platform, completed a sizable equity financing round. The transaction represents an approximately US$1.31 million (or 161%) uplift in the fair value of TMT's investment in Virool, compared to the latest reported amount as of 31 December 2014.

-- In November 2015, the Company sold a small part of its equity stake in Pipedrive, Inc. ("Pipedrive"), a SaaS-based sales CRM software provider. The transaction represents a further US$751,212 (or 29%) uplift in the fair value of TMT's investment in Pipedrive, compared to the amount announced as of 30 June 2015. TMT's cash consideration received pursuant to the transaction is US$249,490. The Company's remaining equity stake in Pipedrive is worth approximately US$3.1m, which represents a further US$0.5m uplift compared to the previous valuation announced as of 30 June 2015.

-- In December 2015, LeTote, a Netflix-style fashion rental platform, completed a US$15 million equity financing round. The transaction represents an uplift of approximately US$0.62 million (or 137%) in the fair value of TMT's investment in LeTote, compared to the latest reported amount as of 31 December 2014.

-- In December 2015, Depositphotos, a stock photo marketplace, completed a US$5 million equity financing round, led by the venture capital arm of the European Bank for Reconstruction and Development ("EBRD"). The transaction represents an uplift of approximately US$8.12 million (or 163%) in the fair value of TMT's investment in Depositphotos, compared to the latest reported amount as of 31 December 2014.

-- Based on the results of an independent valuation report commissioned by Backblaze, Inc. ("Backblaze"), the fair value of TMT's equity stake in Backblaze has increased by approximately US$3.4 million (or 55%), compared to the amount reported as of 31 December 2014.

Impairments and write-offs:

-- The Board of TMT considers it prudent to incur an impairment charge equal to US$1,527,383, or 51.2% of the fair value of the Company's investment in Unicell. Unicell's traditional business has reduced significantly in the last two years, and the company is quite leveraged. On the other hand, Unicell's 50% equity stake in Pango, a successful and fast-growing parking payment operator in Israel, has become more valuable. The combined valuation produces the fair value of TMT's stake in Unicell of US$1,455,088, compared to US$2,982,471 reported as of 31 December 2014.

-- Online games developer AppsIndep, in which TMT invested in 2012, has experienced difficulties in gaining satisfactory traction for games launched in the last two years. Accordingly, the Board of TMT considers it prudent to incur an impairment charge equal to US$1,397,764, or 75% of the fair value of the Company's investment in AppsIndep reported as of 31 December 2014.

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Key developments for the 10 largest portfolio holdings in 2015 (compared to 2014; source: TMT's portfolio companies)

Depositphotos (photobank):

   --     Revenues up 21% 
   --     Total number of files in the photobank up 45% 
   --     $5m new equity raised, with EBRD leading the round 

Backblaze (online data backup and cloud storage provider):

   --     Revenues up 25% 
   --     Total number of licensed computers up 30% 

-- Launched "B2": a new low-cost commercial cloud storage product (direct competitor of Amazon's S3).

Wanelo (online social shopping platform):

   --     Revenues up 311% 
   --     Total subscribers up 19% 
   --     Over 550,000 stores and 30 million products on the platform 

Wrike (work management and collaboration software):

   --     Revenues up 131% 
   --     Total number of paid accounts up 55% 
   --     $15m new equity raised from Scale Venture Partners 

Pipedrive (sales CRM software):

   --     Revenues up 116% 
   --     Total paying customers up 84% 
   --     $9m new equity raised from Bessemer Ventures 

Adinch (online advertising platform):

   --     Revenues up 24% 
   --     Russian part of the business negatively affected by the financial crisis 

Virool (native video advertising platform):

   --     Sizable new equity round completed 
   --     Significant growth in new clients and revenues 

Unicell (provider of digital marketing solutions and mobile applications and services):

   --     Traditional business is not growing 
   --     Generally breakeven, but quite leveraged 

-- 50%-owned Pango, a parking payment operator in Israel, is fast-growing and successfully developing

LeTote (Netflix-style fashion rental platform):

   --     Revenues up more than 400% 
   --     $15m new equity raised 

Anews (news reading app):

   --     Total app downloads up 33% to over 3.5m 
   --     Revenues up 56% 

New investments

In 2015 the Company invested US$400,000 in fragrance subscription service ScentBird, as well as made additional investments in two existing portfolio companies (US$1,000,000 in Depositphotos and US$27,000 in Weaved).

NAV per share

The Company's net asset value per share as of 31 December 2015 increased to US$1.91 (31 December 2014: US$1.36).

Operating Expenses

In 2015, the Company's Administrative Expenses of US$997,705 were notably below the 2014 levels (US$1,382,874). This is generally attributed to the Company's less intensive investment activities in 2015. Total Operating Expenses also decreased in the reporting period due to the lower share-based option charge of US$45,028 (2014: US$166,282). This is a non-cash item resulting from the Company's share option program adopted in October 2012.

Financial position

As of 31 December 2015, the Company had US$1.16 million in cash reserves. As of the date of this report, the Company has no debt and approximately US$0.95 million in cash reserves.

Events after the reporting period

There were no material events subsequent to the end of the reporting period.

Amendment to the Investing Policy

We propose to seek shareholder consent to amend the Company's existing Investing Policy by replacing the intention to acquire blocking stakes in private companies. Whilst the acquisition of lower than blocking stakes is permitted, the Investing Policy stated that this would be done "where it (the Company) sees ways to increase the stakes to blocking or controlling stakes at a later date." At the current time, this may not be feasible or desirable, and so shareholders will be asked to approve the following amendment to the existing Investing Policy:

Private Companies

The Company will target small and mid-sized companies and will seek to secure at least significant blocking stakes and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment. The Company will consider making equity investments in lower than blocking stakes only where it sees ways to increase the stakes to blocking or controlling stakes at a later date...

The remainder of the Investing Policy remains unchanged.

Outlook

2015 was our fifth full year as a publicly traded company. As reported in our 2014 Annual Report, given the rapid growth experienced by a significant number of our portfolio companies, we expected 2015 to produce a number of positive revaluations across our portfolio. We are delighted that this is exactly what happened: our NAV per share as of 31 December 2015 increased by 40% to US$1.91, despite two sizable write-downs. It is especially pleasing to see that a number of companies in which we invested at an earlier stage have attracted the attention of large, blue-chip investment groups at higher valuations in order to fund their continued growth.

We continue to see exciting investment opportunities in our chosen sectors and look forward to updating our shareholders on the Company's progress in the near future.

Alexander Selegenev

Executive Director

Statement of Comprehensive Income

 
                                                           For the           For 
                                                        year ended           the 
                                                        31/12/2015          year 
                                                                           ended 
                                                                      31/12/2014 
                                               Notes           USD           USD 
 Losses on investments                         3       (2,215,983)      (23,911) 
--------------------------------------------  ------  ------------  ------------ 
                                                       (2,215,983)      (23,911) 
 Expenses 
  Share-based payment charge                     15       (45,028)     (166,282) 
 Administrative expenses                       5         (997,705)   (1,382,874) 
--------------------------------------------  ------  ------------  ------------ 
 Operating loss                                        (3,258,716)   (1,573,067) 
 Net finance income                            7             7,964        11,079 
--------------------------------------------  ------  ------------  ------------ 
 Loss before taxation                                  (3,250,752)   (1,561,988) 
 Taxation                                      8                 -             - 
--------------------------------------------  ------  ------------  ------------ 
 Loss attributable to equity 
  shareholders                                         (3,250,752)   (1,561,988) 
 Other comprehensive income 
  for the year: 
 Change in fair value of available-for-sale 
  financial assets                             16       18,505,974     2,171,251 
--------------------------------------------  ------  ------------  ------------ 
 Total comprehensive income 
  for the year                                          15,255,222       609,263 
--------------------------------------------  ------  ------------  ------------ 
 Loss per share 
 Basic and diluted loss per 
  share (cents per share)                      9           (11.75)        (5.96) 
--------------------------------------------  ------  ------------  ------------ 
 

Statement of Financial Position

 
                                                 At 31 December                         At 31 December 
                                                           2015                                   2014 
                                                            USD                                    USD 
                                Notes 
 Non-current assets 
 Investments in equity 
  shares                        10                   49,483,857                             31,854,151 
 Convertible loan notes 
  receivable                    10                    2,202,649                              3,091,702 
 Total non-current assets                            51,686,506                             34,945,853 
 
 Current assets 
 Trade and other receivables    11                      178,640                                159,784 
 Cash and cash equivalents      12                    1,159,789                              2,639,070 
 Total current assets                                 1,338,429                              2,798,854 
 Total assets                                        53,024,935                             37,744,707 
 
 Current liabilities 
 Trade and other payables       13                       39,377                                 59,399 
 Total liabilities                                       39,377                                 59,399 
-----------------------------  ------  ------------------------  -----------  ------------------------ 
 
 Net assets                                          52,985,558                             37,685,308 
-----------------------------  ------  ------------------------  -----------  ------------------------ 
 
 Equity 
 Share capital                  14                   31,453,510                             31,453,510 
 Share-based payment 
  reserve                       16                      165,454                                392,659 
 Fair value reserve             16                   28,614,592                             10,108,618 
 Retained losses                16                  (7,247,998)                            (4,269,479) 
 Total equity                                        52,985,558                             37,685,308 
-----------------------------  ------  ------------------------  -----------  ------------------------ 
 
 

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Statement of Cash Flows

 
                                                            For the       For the year 
                                                               year   ended 31/12/2014 
                                                              ended 
                                                         31/12/2015 
                                                                USD                USD 
                                                 Notes 
Operating activities 
Operating loss                                          (3,258,716)        (1,573,067) 
-----------------------------------------------  -----  -----------  ----------------- 
Adjustments for non-cash items: 
      Profit on disposal of available-for-sale 
       assets                                    3        (645,387)          (355,010) 
      Gain on conversion of loan notes 
       to equity                                                  -            (2,221) 
      Impairment of available-for-sale 
       assets and accrued interest               3        2,937,509            451,482 
      Employee salaries settled by 
       issue of shares                           14               -            300,000 
      Share-based payment charge                 15          45,028            166,282 
      Amortized costs of convertible 
       notes receivable                          3            6,533             14,036 
                                                          (915,033)          (998,498) 
-----------------------------------------------  -----  -----------  ----------------- 
Changes in working capital: 
      (Increase)/decrease in trade 
       and other receivables                     11        (18,856)           (80,252) 
      Decrease in trade and other 
       payables                                  13        (20,022)           (36,609) 
Net cash used by operating activities                     (953,911)        (1,115,359) 
-----------------------------------------------  -----  -----------  ----------------- 
Investing activities 
Interest received                                7            7,964             11,079 
Purchase of available-for-sale 
 assets                                          10     (1,561,762)        (4,370,612) 
Proceeds from sale of available-for-sale 
 assets                                                   1,028,428            613,362 
-----------------------------------------------  -----  -----------  ----------------- 
Net cash used by investing activities                     (525,370)      (3,746,171) 
-----------------------------------------------  -----  -----------  ----------------- 
Financing activities 
Cash proceeds from issue of shares               14               -          4,258,331 
Net cash from financing activities                                -          4,258,331 
-----------------------------------------------  -----  -----------  ----------------- 
Decrease in cash and cash equivalents                   (1,479,281)          (603,199) 
-----------------------------------------------  -----  -----------  ----------------- 
Cash and cash equivalents at the 
 beginning of the year                                    2,639,070          3,242,269 
-----------------------------------------------  -----  -----------  ----------------- 
Cash and cash equivalents at the 
 end of the year                                 12       1,159,789          2,639,070 
-----------------------------------------------  -----  -----------  ----------------- 
 
 

Statement of Changes in Equity

For the year ended 31 December 2014 and for year ended 31 December 2015, USD

 
 
                            Share capital     Share-based        Fair value      Retained losses        Total 
                                            payment reserve       reserve 
                    Notes        USD              USD               USD                USD               USD 
 Balance at 1 
  January 2014                 26,895,179           695,970          7,937,367       (3,177,084)        32,351,432 
-----------------  ------  --------------  ----------------  -----------------  ----------------  ---------------- 
 
   Total 
   comprehensive 
   income/(loss) 
   for the year                         -                 -          2,171,251       (1,561,988)           609,263 
 Issue of shares    14          4,558,331                 -                  -                 -         4,558,331 
 Buy back and                           -                 -                  -                 -                 - 
 cancellation of 
 shares 
 Share-based 
  payment charge    15                  -           166,282                  -                 -           166,282 
 Lapse of share 
  options           15                  -         (469,593)                  -           469,593                 - 
 
 Balance at 31 
  December 2014                31,453,510           392,659         10,108,618       (4,269,479)        37,685,308 
-----------------  ------  --------------  ----------------  -----------------  ----------------  ---------------- 
 
   Total 
   comprehensive 
   income/(loss) 
   for the year                         -                 -         18,505,974       (3,250,752)        15,255,222 
 Issue of shares    14                  -                 -                  -                 -                 - 
 Share-based 
  payment charge    15                  -            45,028                  -                 -            45,028 
 Transfers on 
  exercise / 
  lapse of share 
  options           15                  -         (272,233)                  -           272,233                 - 
-----------------  ------  --------------  ----------------  -----------------  ----------------  ---------------- 
 Balance at 31 
  December 2015                31,453,510           165,454         28,614,592       (7,247,998)        52,985,558 
-----------------  ------  --------------  ----------------  -----------------  ----------------  ---------------- 
 
 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

   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 Investing 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 as modified by the fair value of available-for-sale financial assets, 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. For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being 'Investing in the TMT sector'.

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 presentation 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

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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 statement of comprehensive income.

 
                        Conversation rates, USD 
----------------------------------------------- 
 Currency                               Average 
                                          rate, 
                        At 31.12.2015      2015 
-----------------      --------------  -------- 
 British pounds, 
  GBP                          1.4819    1.5262 
 Euro, EUR                     1.0934    1.0167 
---------------------  --------------  -------- 
 
   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 loan notes. Equity instruments classified as available-for-sale are those which are neither classified as held-for-trading nor designated as fair value through profit or loss. Convertible promissory loan 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.

Where there has been a relevant transaction during the year that gives an indication of the fair value of the available-for-sale unlisted shares, the shares are included at that fair value and the increase or decrease in fair value is recognised in the investment fair value reserve. The "price of recent investment" methodology is used mainly for investments in venture capital companies and includes cost of investment or valuation by reference to a subsequent financing round. Valuation increases above cost are only recognised if that round involved a new external investor and the company is meeting milestones set by investors.

Investments are classified on recognition as "fair value through profit and loss" when their fair values can be estimated reliably on a regular basis and when they are managed on a fair value basis. Fair value changes of investments at fair value through profit and loss are included within profit/loss in the income statement. At 31 December 2015 all investments are classified as "available-for-sale" and none are classified as "fair value through profit and loss".

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. Such investments are therefore treated as available-for-sale 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 the 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 included in profit/loss for the year in 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 neither 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. The charge is adjusted at each year end date to reflect the actual number of forfeitures, cancellations and leavers during the period. The movement in cumulative charges since the previous year end 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 9   Financial Instruments                  1 January 2018 
=======  =====================================  ========================================== 
IFRS 15  Revenue from Contracts with Customers  1 January 2017 
=======  =====================================  ========================================== 
 

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 any of them 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.

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The estimates significant to the financial statements during the year and at the year-end is the consideration of the fair value of available-for-sale assets, the impairment of available-for-sale assets and share-based payment calculations, as set out in the relevant accounting policies shown above. A number of the available-for-sale financial assets held by the Company are at an early stage of their development. The Company cannot yet carry out regular reliable fair value estimates of some of these investments. Future events or transactions involving the companies invested in may result in more accurate valuations of their fair values (either upwards or downwards) which may affect the Company's overall net asset value.

   3          Losses on investments 
 
                                                       For the year ended 31/12/2015   For the year ended 31/12/2014 
                                                                                 USD                             USD 
 Gross interest income from convertible notes 
  receivable                                                                  82,672                          86,597 
 Amortized costs of convertible notes receivable                             (6,533)                        (14,036) 
 Net interest income from convertible notes 
  receivable                                                                  76,139                          72,561 
 Profit on disposal of equity investments                                    645,387                         251,388 
 Profit on disposal of convertible notes                                           -                         103,622 
 Impairment of available-for-sale assets                                 (2,937,509)                       (451,482) 
 Total net losses on investments                                         (2,215,983)                        (23,911) 
----------------------------------------------------  ------------------------------  ------------------------------ 
 
   4          Segmental analysis 

Geographic information

The Company has investments in six principal geographical areas - USA, Israel, BVI, Cyprus, Estonia and Russia.

Non-current financial assets

As at 31/12/2015

 
                              USA      Israel       BVI    Cyprus   Estonia   Russia        Total 
                              USD         USD       USD       USD       USD      USD          USD 
--------------------  -----------  ----------  --------  --------  --------  -------  ----------- 
 Equity investments    45,507,167   2,973,369   305,050   465,921   173,254   59,096   49,483,857 
 Convertible 
  notes                 2,202,649           -         -         -         -        -    2,202,649 
--------------------  -----------  ----------  --------  --------  --------  -------  ----------- 
  Total                47,709,816   2,973,369   305,050   465,921   173,254   59,096   51,686,506 
--------------------  -----------  ----------  --------  --------  --------  -------  ----------- 
 

As at 31/12/2014

 
                              USA      Israel       BVI      Cyprus   Estonia   Russia        Total 
                              USD         USD       USD         USD       USD      USD          USD 
--------------------  -----------  ----------  --------  ----------  --------  -------  ----------- 
 Equity investments    25,490,710   3,806,652   305,050   1,863,685   328,958   59,096   31,854,151 
 Convertible 
  notes                 2,954,852           -         -           -   136,850        -    3,091,702 
--------------------  -----------  ----------  --------  ----------  --------  -------  ----------- 
 Total                 28,445,562   3,806,652   305,050   1,863,685   465,808   59,096   34,945,853 
--------------------  -----------  ----------  --------  ----------  --------  -------  ----------- 
 
   5          Administrative expenses 

Administrative expenses include the following amounts:

 
                              For the year ended 31/12/2015   For the year ended 31/12/2014 
                                                        USD                             USD 
---------------------------  ------------------------------  ------------------------------ 
 Staff expenses (note 6)                            595,511                         796,309 
 Professional fees                                  128,583                         173,963 
 Legal fees                                          26,342                          27,266 
 Bank and LSE charges                                20,577                          24,412 
 Audit and accounting fees                           43,489                          49,837 
 Rent                                                91,384                         172,608 
 Other expenses                                      83,108                         119,717 
 Currency exchange loss                               8,711                          18,762 
---------------------------  ------------------------------  ------------------------------ 
                                                    997,705                       1,382,874 
---------------------------  ------------------------------  ------------------------------ 
 
   6          Staff expenses 
 
                       For the year ended 31/12/2015   For the year ended 31/12/2014 
                                                 USD                             USD 
--------------------  ------------------------------  ------------------------------ 
 Directors' fees                             199,031                         356,269 
 Wages and salaries                          396,480                         440,040 
                                             595,511                         796,309 
--------------------  ------------------------------  ------------------------------ 
 

Wages and salaries shown above include salaries and bonuses relating to 2015. These costs are included in administrative expenses. In addition to the above, there are employment expenses for share-based payments of US$45,028 (for the year ended 31 December 2014: US$166,282).

The average number of staff employed (excluding Directors) by the Company during the year was 5 (2014: 5).

The Directors' fees for 2015 were as follows:

 
                         For the year ended 31/12/2015   For the year ended 31/12/2014 
                                                   USD                             USD 
----------------------  ------------------------------  ------------------------------ 
 Alexander Selegenev                           108,475                         186,826 
 Yuri Mostovoy                                  50,000                         115,500 
 James Joseph Mullins                           30,556                          32,912 
 Petr Lanin                                     10,000                          21,031 
----------------------  ------------------------------  ------------------------------ 
                                               199,031                         356,269 
----------------------  ------------------------------  ------------------------------ 
 

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 31/12/2015   For the year ended 31/12/2014 
                                              USD                             USD 
-----------------  ------------------------------  ------------------------------ 
 Interest income                            7,964                          11,079 
                                            7,964                          11,079 
-----------------  ------------------------------  ------------------------------ 
 
   8       Income tax expense 
 
                         For the year ended 31/12/2015     For the year ended 31/12/2014 
                                                   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 

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The calculation of basic loss per share is based upon the net loss for the year ended 31 December 2015 attributable to the ordinary shareholders of US$3,258,716 (2014: net loss of US$1,561,988) and the weighted average number of ordinary shares outstanding calculated as follows:

 
 Loss per share                                       For the year ended 31/12/2015   For the year ended 31/12/2014 
---------------------------------------------------  ------------------------------  ------------------------------ 
 Basic loss per share (cents per share)                                     (11.75)                          (5.96) 
 Loss attributable to equity holders of the entity                      (3,258,716)                     (1,561,988) 
---------------------------------------------------  ------------------------------  ------------------------------ 
 

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 year         For the year ended 31/12/2015   For the year ended 31/12/2014 
 outstanding) 
----------------------------------------------------  ------------------------------  ------------------------------ 
 Weighted average number of shares in issue 
 Ordinary shares                                                          27,744,962                      26,199,590 
                                                                          27,744,962                      26,199,590 
----------------------------------------------------  ------------------------------  ------------------------------ 
 Effect of dilutive potential ordinary shares 
 Share options                                                              (21,099)                       1,004,720 
----------------------------------------------------  ------------------------------  ------------------------------ 
 Weighted average of shares for the year (fully 
  diluted)                                                                27,723,863                      27,204,310 
----------------------------------------------------  ------------------------------  ------------------------------ 
 

The diluted loss per share for both 2015 and 2014 is kept the same as the basic loss per share because the conversion of the share options decreases the basic loss per share and is therefore anti-dilutive.

   10     Non-current financial assets 
 
                                              At 31 December 2015   At 31 December 2014 
 Available-for-sale financial assets, USD: 
 Investments in equity shares (i) 
 - unlisted shares                                     49,483,857            31,854,151 
 Convertible notes receivable (ii) 
 - promissory notes                                     2,202,649             3,091,702 
-------------------------------------------  --------------------  -------------------- 
                                                       51,686,506            34,945,853 
-------------------------------------------  --------------------  -------------------- 
 

Reconciliation of fair value measurements of non-current financial assets:

 
                                                                 Available-for-sale          Total 
-----------------------------------------------   ----------------------------------  ------------ 
                                                          Unlisted       Convertible 
                                                            shares             notes 
                                                               USD               USD           USD 
-----------------------------------------------   ----------------  ----------------  ------------ 
 Balance as at 1 January 2014                           26,932,335         2,193,304    29,125,639 
------------------------------------------------  ----------------  ----------------  ------------ 
 Total gains or losses in 2014: 
           - in profit or loss - impairment              (451,482)                 -     (451,482) 
           - in other comprehensive income               2,171,251                 -     2,171,251 
 Purchases (including consulting & legal fees)           3,074,752         1,295,860     4,370,612 
 Disposal of investment (carrying value)                 (258,352)          (14,036)     (272,388) 
 Conversion of notes to equity and net gain                385,647         (383,426)         2,221 
------------------------------------------------  ----------------  ----------------  ------------ 
 Balance as at 31 December 2014                         31,854,151         3,091,702    34,945,853 
------------------------------------------------  ----------------  ----------------  ------------ 
 Total gains or losses in 2015: 
           - in profit or loss - impairment            (2,292,123)                 -   (2,292,123) 
           - in other comprehensive income              18,505,974                 -    18,505,974 
 Purchases (including consulting & legal fees)           1,060,745           501,018     1,561,763 
 Disposal of investment (carrying value)               (1,028,428)           (6,533)   (1,034,961) 
 Conversion and other movements                          1,383,538       (1,383,538)             - 
------------------------------------------------  ----------------  ----------------  ------------ 
 Balance as at 31 December 2015                         49,483,857         2,202,649    51,686,506 
------------------------------------------------  ----------------  ----------------  ------------ 
 

Available-for-sale investments are carried at fair values. Where financial assets do not have a quoted market price in an active market and their fair values cannot be reliably measured they are measured at cost less any identified impairment losses at the end of reporting period, in accordance with IAS 39 para 46 (c) exemption.

Where there has been a relevant transaction during the year that gives an indication of the fair value of the unlisted shares, the shares are included at that fair value and the increase or decrease in fair value is recognised in the fair value reserve. The "price of recent investment" methodology is used mainly for investments in venture capital companies and includes cost of investment or valuation by reference to a subsequent financing round. Valuation increases above cost are only recognised if that round involved a new external investor and the company is meeting milestones set by investor.

   (i)            Equity investments as at 31 December 2015: 
 
    Investee         Date         Value       Additions                    Gain/loss       Profit/      Disposals,       Value      Equity 
     company           of           at           to                           from        Impairment        USD          at 31      stake 
                    initial        1 Jan       equity       Conversions     changes         charge,                       Dec       owned 
                   investment      2015,     investments       from            in             USD                        2015, 
                                    USD        during          loan           fair                                        USD 
                                                 the          notes,         value 
                                               period,          USD            of 
                                                 USD                         equity 
                                                                          investments, 
                                                                              USD 
---------------  ------------  -----------  ------------  -------------  -------------  -------------  ------------  ------------  ------- 
 Unicell          15.09.2011     2,982,471             -              -              -    (1,527,383)             -     1,455,088   10.00% 
 DepositPhotos    26.07.2011     4,997,285       999,995              -      8,121,753              -             -    14,119,033   23.85% 
 RollApp          19.08.2011       600,000             -              -              -              -             -       600,000   10.00% 
 Wanelo           21.11.2011     5,369,400             -              -              -              -             -     5,369,400    4.73% 
 Gild             05.12.2011       549,345             -              -              -              -             -       549,345    1.04% 
 ThusFresh        26.03.2012       379,355             -              -              -              -             -       379,355    3.53% 
 Backblaze        24.07.2012     6,225,917             -              -      3,398,360              -             -     9,624,277   15.34% 
 UM Liquidating 
  Trust           15.07.2014        29,273             -              -              -              -             -        29,273    5.89% 
 Gentoo 
  LABS            15.05.2014       260,000             -              -              -              -             -       260,000    6.88% 
 Favim            24.10.2012       305,050             -              -              -              -             -       305,050   20.00% 
 AppsIndep        12.11.2012     1,863,685             -              -              -    (1,397,764)             -       465,921   19.24% 
 Virool           29.08.2012       502,275             -              -      1,311,576              -             -     1,813,851    1.42% 
 Adinch           19.02.2013     2,400,001             -              -              -              -             -     2,400,001   22.43% 
 Tracks           24.11.2011       341,350             -              -              -        456,179     (651,300)       146,229    0.00% 
 Wrike            12.06.2012     1,991,150             -              -      2,312,428              -             -     4,303,578    3.68% 
 Graphicly        03.04.2013       140,000             -              -              -       (12,362)     (127,638)             -    0.00% 

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 Oriense          27.01.2014        59,096             -              -              -              -             -        59,096    5.45% 
 E2C              15.02.2014       136,781             -              -              -              -             -       136,781    5.51% 
 Drippler         01.05.2014       302,400             -              -              -              -             -       302,400    1.45% 
 Weaved           13.06.2014       255,000             -              -              -              -             -       255,000    2.44% 
 Le Tote          21.07.2014       450,360             -              -        618,518              -             -     1,068,878    1.35% 
 Anews            25.08.2014     1,000,000             -              -              -              -             -     1,000,000    9.41% 
 Twtrland         01.09.2014       155,000             -              -              -              -             -       155,000    3.27% 
 Drupe            02.09.2014       230,000        60,750              -        304,392              -             -       595,142    7.47% 
 Taxify           15.09.2014       328,958             -              -              -              -             -       328,958    2.80% 
 Pipedrive        30.07.2012             -             -        808,206      2,347,515        189,208     (249,490)     3,095,439    4.43% 
 Quoteroller      11.07.2014             -             -        409,912         83,596              -             -       493,508    2.17% 
 VitalFields      20.12.2013             -             -        165,420          7,834              -             -       173,254    2.23% 
 Total                          31,854,151     1,060,745      1,383,538     18,505,974    (2,292,123)   (1,028,428)    49,483,857 
-----------------------------  -----------  ------------  -------------  -------------  -------------  ------------  ------------ 
 
 
   (ii)           Convertible loan notes as at 31 December 2015: 
 
   Investee       Date of     Value at     Additions    Capitalized   Amortized    Internal     Profit on    Disposals,   Value at    Term,   Interest 
   company        initial       1 Jan         to        consulting     costs,     movements,    disposal/       USD        31 Dec     years   rate, % 
                investment      2015,     convertible    and legal       USD          USD       Impairment                2015, USD 
                                 USD         note        fees, USD                               charge, 
                                          investments                                              USD 
                                          during the 
                                          period, USD 
-------------  ------------  ----------  ------------  ------------  ----------  ------------  -----------  -----------  ----------  ------  --------- 
 Ninua           08/06/2011     500,000             -             -           -             -            -            -     500,000     1.5      5.00% 
 Pipedrive       30/07/2012     775,352        33,026             -       (172)     (808,206)            -            -           -       - 
 Sharethis       26/03/2013     571,323             -             -       (399)             -            -            -     570,924     5.0      1.09% 
 KitApps         10/07/2013     400,339             -             -       (292)             -            -            -     400,047     1.0      2.00% 
 VitalFields     20/12/2013     136,850        28,570             -           -     (165,420)            -            -           -       - 
 Gentoo LABS     21/05/2014     100,475             -             -       (342)             -            -            -     100,133     2.0      0.28% 
 Whale Path      02/06/2014     203,548             -             -     (2,493)             -            -            -     201,055     2.0      5.00% 
 Quoteroller     11/07/2014     403,815         7,145             -     (1,048)     (409,912)            -            -           -       - 
 ScentBird       13.04.2015           -       400,000         5,000     (1,788)             -            -            -     403,212     2.0      4.00% 
 Weaved          05.10.2015           -        27,277             -           -             -            -            -      27,277     1.0      7.70% 
                                         ------------  ------------ 
 Total                        3,091,702       496,018         5,000     (6,533)   (1,383,538)            -            -   2,202,649 
---------------------------  ----------  ------------  ------------  ----------  ------------  -----------  -----------  ----------  ------  --------- 
 
   11     Trade and other receivables 
 
                                            At 31 December 2015   At 31 December 
                                                                            2014 
                                                            USD              USD 
-----------------------------------------  --------------------  --------------- 
 Prepayments                                             15,174            6,438 
 Interest receivable on promissory notes                163,165          152,528 
 Interest receivable on deposits                            301              818 
                                                        178,640          159,784 
-----------------------------------------  --------------------  --------------- 
 
   12     Cash and cash equivalents 

The cash and cash equivalents as at 31 December 2015 include cash on hand and in banks and deposits, net of outstanding bank overdrafts. The effective interest rate at 31 December 2015 was 0.7%.

Cash and cash equivalents comprise the following:

 
                  At 31 December 2015   At 31 December 
                                                  2014 
                                  USD              USD 
---------------  --------------------  --------------- 
 Deposits                     500,000        1,000,000 
 Bank balances                659,789        1,639,070 
---------------  --------------------  --------------- 
                            1,159,789        2,639,070 
---------------  --------------------  --------------- 
 

The following table represents an analysis of cash and equivalents by rating agency designation based on Fitch rating or their equivalent:

 
                  At 31 December 2015   At 31 December 2014 
                                  USD                   USD 
---------------  --------------------  -------------------- 
 Bank balances 
 A rating                     659,789             1,639,070 
---------------  --------------------  -------------------- 
                              659,789             1,639,070 
---------------  --------------------  -------------------- 
 Deposits 
 A rating                     500,000             1,000,000 
---------------  --------------------  -------------------- 
                              500,000             1,000,000 
---------------  --------------------  -------------------- 
                            1,159,789             2,639,070 
---------------  --------------------  -------------------- 
 
   13     Trade and other payables 
 
                              At 31 December 2015   At 31 December 
                                                              2014 
                                              USD              USD 
---------------------------  --------------------  --------------- 
 Directors' fees payable                    7,471           23,902 
 Trade payables                             6,992           34,874 
 Other current liabilities                     92              623 
 Accrued expenses                          24,822                - 
---------------------------  --------------------  --------------- 
                                           39,377           59,399 
---------------------------  --------------------  --------------- 
 
   14     Share capital 

On 31 December 2015 the Company had an authorised share capital of unlimited shares of no par value and had issued share capital of:

 
                                          At 31 December 2015   At 31 December 
                                                                          2014 
                                                          USD              USD 
---------------------------------  --------------------------  --------------- 
 Share capital                                     31,453,510       31,453,510 
 
 Issued capital comprises:                             Number           Number 
 Fully paid ordinary shares                        27,744,962       27,744,962 
---------------------------------  --------------------------  --------------- 
                                             Number of shares     Share capital, 
                                                                             USD 
---------------------------------  --------------------------  ----------------- 
 Balance at 31 December 2014                       27,744,962         31,453,510 
 Issue of shares                                            -                  - 
 Share buy-back and cancellation                            -                  - 
 Balance at 31 December 2015                       27,744,962         31,453,510 
---------------------------------  --------------------------  ----------------- 
 

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There have been no changes to the Company's share capital between the year-end date and the date of approval of these financial statements.

   15     Share-based payments 
 
                                        For the year ended 31/12/2015   For the year ended 31/12/2014 
                                                                  USD                             USD 
-------------------------------------  ------------------------------  ------------------------------ 
 Share option (compensation expense)                           45,028                         166,282 
-------------------------------------  ------------------------------  ------------------------------ 
 Total share-based payment charge                              45,028                         166,282 
-------------------------------------  ------------------------------  ------------------------------ 
 

On 24 October 2012, the Board of Directors approved a share option plan (the "Plan") for directors, officers, employees of or consultants to the Company and/or any company directly or indirectly controlled by the Company.

Under the Plan, options for a total of 7,500,000 ordinary shares in the Company, representing approximately 30% of the then issued share capital (or 23% of the enlarged share capital at the time, assuming full exercise of the options), could be made available at an exercise price determined by the Board or its remuneration committee, which would not be less than the closing middle market price for the Company's share on AIM on the date of grant as published by or on behalf of the London Stock Exchange plc.

Options were to vest on a daily basis over a period of 3 years whilst the option holder remains eligible, and vested options could be exercised on each anniversary of the grant, but if not exercised within 1 year from the allowable date of exercise, would lapse.

The following options, without performance conditions, have been granted under the Plan on 24 October 2012:

 
                                      Option 
                                       Price        Option    Option 
                            Option      Year    Price Year     Price 
 Name                       Shares         1             2    Year 3 
----------------------  ----------  --------  ------------  -------- 
 German Kaplun 
  (Employee)             1,125,000   US$1.40       US$1.55   US$1.70 
 Alexander Morgulchik 
  (Employee)             1,125,000   US$1.40       US$1.55   US$1.70 
 Alexander Selegenev 
  (Director)             1,125,000   US$1.40       US$1.55   US$1.70 
 Artyom Inyutin 
  (Employee)             1,125,000   US$1.40       US$1.55   US$1.70 
 Yuri Mostovoy 
  (Director)               562,500   US$1.40       US$1.55   US$1.70 
 Alexander Pak 
  (Employee)               300,000   US$1.40       US$1.55   US$1.70 
 Levan Kavtaradze 
  (Employee)               150,000   US$1.40       US$1.55   US$1.70 
 TOTAL                   5,512,500 
----------------------  ----------  --------  ------------  -------- 
 

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               Option        Option      Option 
  for number of shares          Price    Price Year       Price 
  and percent)                 Year 1             2      Year 3 
-----------------------    ----------  ------------  ---------- 
 Number of share 
  options granted           1,837,500     1,837,500   1,837,500 
 Fair value of share 
  option at date 
  of grant                       0.25          0.15        0.09 
 Share price at 
  date of grant                  1.65          1.65        1.65 
 Exercise price                  1.40          1.55        1.70 
 Expected volatility, 
  per cent                      9.39%         9.39%       9.39% 
 Option life, years               0-1           0-2         0-3 
 Expected dividends, 
  percent                           0             0           0 
 Risk free interest 
  rate, percent                 0.41%         0.41%       0.41% 
-------------------------  ----------  ------------  ---------- 
 

Expected volatility is estimated from the Company's share price performance on AIM.

 
                                                Weighted average 
                                      Number      exercise price 
                                   of shares    of share options 
------------------------------  ------------  ------------------ 
 Outstanding share options 
  at 31 December 2014              3,675,000                1.63 
 Options exercised during 
  the year ended 31 December 
  2015                                     -                0.00 
 Options expired during the 
  year ended 31 December 2015    (1,837,500)                1.55 
 Outstanding share options 
  at 31 December 2015              1,837,500                1.70 
 Exercisable share options 
  at 31 December 2015              1,837,500                1.70 
------------------------------  ------------  ------------------ 
 

None of the options that vested in Year 2 under the Plan were exercised, and those options have now lapsed.

   16        Reserves 
 
                                      Share-based payment reserve   Fair value reserve   Retained losses         Total 
                                                              USD                  USD               USD           USD 
-----------------------------------  ----------------------------  -------------------  ----------------  ------------ 
 Balance as at 1 January 2014                             695,970            7,937,367       (3,177,084)     5,456,253 
-----------------------------------  ----------------------------  -------------------  ----------------  ------------ 
 Loss for the year                                              -                    -       (1,561,988)   (1,561,988) 
 Gain from changes in fair value                                -            2,171,251                 -     2,171,251 
 Share-based payment charge                               166,282                    -                 -       166,282 
 Transfer on lapse of share options                     (469,593)                    -           469,593             - 
 Balance as at 31 December 2014                           392,659           10,108,618       (4,269,479)     6,231,798 
----------------------------------- 
 Loss for the year                                              -                    -       (3,250,752)   (3,250,752) 
 Gain from changes in fair value                                -           18,505,974                 -    18,505,974 
 Share-based payment charge                                45,028                    -                 -        45,028 
 Transfer on exercise of share 
  options                                               (272,233)                    -           272,233             - 
-----------------------------------  ----------------------------  -------------------  ----------------  ------------ 
 Balance as at 31 December 2015                           165,454           28,614,592       (7,247,998)    21,532,048 
-----------------------------------  ----------------------------  -------------------  ----------------  ------------ 
 
   17        Capital management 

The capital structure of the Company consists of equity share capital, reserves, and retained losses.

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 objectives, policies and process for managing capital during the year.

   18     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.

Credit risk

As at 31 December 2015 the largest exposure to credit risk related to cash and cash equivalents, which was US$1,159,789. 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 as at 31 December is as follows:

 
                                 At 31 December 2015   At 31 December 2014 
                                                 USD                   USD 
------------------------------  --------------------  -------------------- 
 Convertible notes receivable              2,202,649             3,091,702 
 Trade and other receivables                 178,640               159,784 
 Cash and cash equivalents                 1,159,789             2,639,070 
------------------------------  --------------------  -------------------- 
                                           3,541,078             5,890,556 
------------------------------  --------------------  -------------------- 
 

Market risk

The Company's financial assets are classified as available-for-sale and are measured at fair value. 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.

Interest rate risk

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