TIDMLVRT
RNS Number : 3820K
Levrett PLC
21 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES
OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF
AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
Levrett Plc
("Levrett" or "the Company")
Results for the period ended 31 March 2016
Levrett, a Company formed to acquire a target company with
realisable or developed commercial technologies in the
pharmaceutical and biotechnology sector, announces its results for
period ended 31 March 2016.
Enquiries:
Levrett Plc
Pascal Hughes, CEO +44 (0) 20 7183 4342
Whitman Howard Limited
Niall Baird / Nick Lovering +44 (0) 20 7659 1234
Gable Communications Limited +44 (0) 20 7193 7463
John Bick +44 (0) 7872 061007
levrett@gablecommunications.com
STRATEGIC REPORT
The Directors present their Strategic Report on the Company for
the period ended 31 March 2016.
RESULTS
The Company made a loss after taxation of GBP350,420
REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
Levrett plc is an investing company and the directors intend to
utilise the Company's cash resources in line with the investing
policy in the pharmaceutical industry. Having identified a number
of possible acquisition targets for Levrett, as announced to the
market on the 16 September 2015, the Company has signed a
non-binding letter of intent to acquire the entire issued share
capital of Nuformix Limited, a UK incorporated company operating in
the co-crystal technology sector, for new shares in the Company
(the "Acquisition"). Nuformix has a number of exciting patents and
IP which Levrett intends to commercialise.
Significant progress has been made on legal and financial due
diligence and the documentation required for the Acquisition, which
will constitute a Reverse Takeover under the Listing Rules since,
inter alia, in substance it will result in a fundamental change in
the business of Levrett.
KEY PERFORMANCE INDICATORS
The key performance indicators are set out below:
2016
Gross financial assets - investments
and cash 502,213
Net asset value - fully diluted
per share (0.0072)p
Closing share price 2.25p
===========
KEY RISKS AND UNCERTAINTIES
Currently the principal risks relate to the completion of the
Acquisition, and whether, if unsuccessful, the Company could find
sufficient suitable investments to ensure compliance with the
requirements of its continued listing on the standard market.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Company's financial risk management objectives
and policies are set out in Note 14 to these financial
statements.
GOING CONCERN
As disclosed in Note 2, after making enquiries, the Directors
have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
On behalf of the Board
Pascal Hughes
CEO
21 September 2016
INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 MARCH 2016
From incorporation
to 31 March
2016
Note GBP
Continuing operations:
Administrative expenses (350,420)
-------------------
LOSS FOR THE PERIOD BEFORE
TAXATION (350,420)
Taxation 7 -
LOSS FOR THE PERIOD AND TOTAL -------------------
COMPREHENSIVE
LOSS FOR THE PERIOD (350,420)
=========
LOSS PER SHARE - basic and
diluted from continuing operations 13 (0.0058)p
LEVRETT PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 MARCH 2016
Share Share Share Retained Total
option
Capital Premium Reserve Losses Equity
GBP GBP GBP GBP GBP
Loss for the
period
and total - - - (350,420) (350,420)
comprehensive
loss
Shares issues 95,750 - - - 95,750
Share premium
(net
of expenses) 737,440 - - 737,440
Grant of share
options - - 19,570 - 19,570
----------------- ----------------- ----------------- ----------------- -----------------
Balance at 31
March
2016 95,750 737,440 19,570 (350,420) 502,340
======== ======== ======== ======== ========
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2016
2016
Note GBP
CURRENT ASSETS
Trade and other receivables 8 42,578
Cash and cash equivalents 9 502,213
-------------------
TOTAL ASSETS 544,791
=========
CURRENT LIABILITIES
Trade and other payables 10 42,451
-------------------
NET ASSETS 502,340
=========
EQUITY
Share capital 11 95,750
Share premium account 11 737,440
Share option reserve 19,570
Retained earnings (350,420)
--------------------
TOTAL EQUITY 502,340
==========
STATEMENT OF CASH FLOWS
FOR THE PERIODED 31 MARCH 2016
2016
CASH FLOWS FROM OPERATING ACTIVITIES Note GBP
Loss after taxation (350,420)
Adjustments for:
Increase in trade and other receivables (42,578)
Increase in trade and other payables 42,451
NET CASH OUTFLOW FROM OPERATING ------------------
ACTIVITIES
(350,547)
------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of shares (net of costs) 852,760
------------------
NET CASH INFLOW FROM FINANCING
ACTIVITIES 852,760
========
NET INCREASE IN CASH AND CASH 502,213
EQUIVALENTS
Cash and cash equivalents brought -
forward
------------------
CASH AND CASH EQUIVALENTS CARRIED
FORWARD 9 502,213
========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 31 MARCH 2016
1. GENERAL INFORMATION
Levrett plc is a public limited company incorporated in the
United Kingdom. The Company's principal activities are described in
the Directors' Report.
2. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. The financial statements have been prepared
using the measurement bases specified by IFRS for each type of
asset, liability, income and expense. The measurement bases are
more fully described in the accounting policies below.
The financial statements are presented in pounds sterling (GBP)
which is the functional currency of the company.
An overview of standards, amendments and interpretations to
IFRSs issued but not yet effective, and which have not been adopted
early by the Company are presented below under 'Statement of
Compliance'.
Going Concern
The directors have prepared cash flow forecasts through to 31
December 2017 which assumes no significant investment activity is
undertaken unless sufficient funding is in place. The expenses of
the Company's continuing operations are minimal and the cash flow
forecasts demonstrate that the Company is able to meet these
liabilities as they fall due. On this basis, the Directors have a
reasonable expectation that the Company has adequate resources to
continue operating for the foreseeable future. For this reason,
they continue to adopt the going concern basis in preparing the
Company's financial statements.
Critical Accounting Estimates and Judgements
The preparation of financial statement in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
The estimates and assumptions that may cause material adjustment
to the carrying value of assets and liabilities relate to:
Share based payments
The calculation of the fair value of equity-settled share based
awards and the resulting charge to the statement of comprehensive
income requires assumptions to be made regarding future events and
market conditions. These assumptions include the future volatility
of the Company's share price. These assumptions are then applied to
a recognised valuation model in order to calculate the fair value
of the awards.
Statement of compliance
The financial statements comply with IFRS as adopted by the
European Union. At the date of authorisation of these financial
statements the following Standards and Interpretations affecting
the Company, which have not been applied in these financial
statements, were in issue, but not yet effective. The company does
not plan to adopt these standards early.
-- IFRS 9 Financial Instruments
-- IFRS 15 Revenue from Contracts with Customers
-- IAS 16 and IAS 38 (amendments) Clarification of Acceptable
Methods of Depreciation and Amortisation
-- IAS 27 (amendments) Equity Method in Separate Financial Statements
2. ACCOUNTING POLICIES (continued)
Share based payments
All share based payments are accounted for in accordance with
IFRS 2 - "Share-based payments". The Company issued equity-settled
share based payments in the form of share options to certain
directors and employees. Equity settled share based payments are
measured at fair value at the date of grant. The fair value
determined at the grant date of equity-settled share based payments
is expensed on a straight line basis over the vesting period, based
on the Company's estimate of shares that will eventually vest.
Fair value is estimated using the Black-Scholes valuation model.
The expected life used in the model has been adjusted, on the basis
of management's best estimate for the effects of
non-transferability, exercise restrictions and behavioural
considerations. At each balance sheet date, the Company revises its
estimate of the number of equity instruments expected to vest as a
result of the effect of non-market based vesting conditions. The
impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to
retained earnings.
Taxation
Current taxation is the taxation currently payable on taxable
profit for the year.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. However, deferred tax is not provided on the
initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting
profit. Temporary differences include those associated with shares
in subsidiaries and joint ventures and are only not recognised if
the Company controls the reversal of the difference and it is not
expected for the foreseeable future. In addition, tax losses
available to be carried forward as well as other income tax credits
to the Company are assessed for recognition as deferred tax
assets.
Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the extent that
it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the statement of financial position date. Changes in deferred tax
assets or liabilities are recognised as a component of tax expense
in the income statements, except where they relate to items that
are charged or credited to equity in which case the related
deferred tax is also charged or credited directly to equity,
Financial assets
The Company's financial assets comprise cash and cash
equivalents.
Trade and other receivables
Trade and other receivables are recognised and carried at
original invoice value less an allowance for any uncollectible
amounts. An estimate for doubtful debts is made when collection of
the full amount is no longer probable. Bad debts are written off
when identified.
Cash and Cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, together with other short-term, highly liquid investments
that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
Financial liabilities
The Company's financial liabilities comprise trade payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Company becomes a
party to the contractual provisions of the instruments.
Trade payables
Trade payables are initially measured at fair value and are
subsequently measured at amortised cost, using the effective
interest rate method.
Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of equity shares.
-- "Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue.
-- "Share option reserve" represents the fair value of options issued
-- "Retained losses" represents retained losses.
3. SEGMENTAL INFORMATION
The Company is organised around business class and the results
are reported to the Chief Operating Decision Maker according to
this class. There is one continuing class of business, being the
investment in the pharmaceutical sector.
Given that there is only one continuing class of business,
operating within the UK no further segmental information has been
provided.
4. EXPENSES BY NATURE 2016
GBP
Operating rentals 34,000
Wages and salaries 36,000
Social security costs 3,673
The average number of persons employed by the
Company during the period was l.
5. AUDITOR'S REMUNERATION 2016
GBP
During the period the Company obtained
the following services
from the Company's auditor:
Fees payable to the Company's auditors
for the audit of the Company's 10,000
annual accounts
Fees payable to the Company's auditors
for other services:
Other services pursuant to legislation 1,000
Tax services 2,000
-----------------
13,000
========
6. DIRECTORS' REMUNERATION
The company has one employee and
the key management of the Company
are the Directors. The amounts paid
to the Directors, is as follows:
2016
Director GBP
Pascal Hughes 18,000
John Lidgey 8,000
Anthony Reeves 8,000
------------------
34,000
=========
7. TAXATION 2016
GBP
Current tax on income for -
the period
------------------
The tax on the Company's profit before tax differs from the
theoretical amount that would arise using the weighted average rate
applicable to profits of the consolidated entities as follows:
2016
GBP
Factors affecting the tax charge
Loss before tax (350,420)
------------------
Profit/(loss) before tax multiplied
by rate of corporation tax in
the UK
of 20% (70,084)
Deferred tax not recognised 70,084
------------------
Total tax -
=========
No deferred tax asset has been recognised as Directors cannot be
certain that future profits will be sufficient for this asset to be
realised. As at 31 March 2016 the Company has tax losses carried
forward of approximately GBP350,420
Factors affecting future tax charges
UK corporation tax rates are falling from the current rate of
20% to 19% for the financial year beginning 1 April 2017 and to 17%
for the financial year beginning 1 April 2020.
8. TRADE AND OTHER RECEIVABLES 2016
GBP
VAT Debtor 42,578
=========
The fair value of trade and other receivables is considered by
the Directors not to be materially different to carrying
amounts.
9. CASH AND CASH EQUIVALENTS 2016
GBP
Cash at bank 502,213
=========
The Directors consider that the carrying amount of cash and cash
equivalent represents their fair value.
10. TRADE AND OTHER PAYABLES 2016
GBP
Trade payables 36,342
Accrued charges 6,109
------------------
42,451
=========
The fair value of trade and other payables is considered by the
Directors not to be materially different to carrying amounts.
11. ISSUED SHARE CAPITAL Number Nominal Share
of
Shares Value premium
Issued and fully paid No. GBP GBP
At 31 March 2016:
Ordinary shares of 0.001p
each
Issued on incorporation 50,000,000 50,000 -
Issued on 17 December
2015 45,750,000 45,750 757,010
------------------ ------------------- ------------------
95,750,000 95,750 757,010
========= ========= ========
12. SHARE OPTIONS AND WARRANTS
EQUITY-SETTLED SHARE OPTION SCHEME
The company operates share-based payment arrangements to
remunerate directors and key employees in the form of a share
option scheme. Equity-settled share-based payments are measured at
fair value (excluding the effect of non-market based vesting
conditions) at the date of grant. The fair value determined at the
grant date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the
Company's estimate of shares that will eventually vest and adjusted
for the effect of non-market based vesting conditions.
The fair value of these warrants was determined using the
Black-Scholes option pricing model and was 0.020438p per
option.
The significant inputs to the model in respect of the warrants
granted in the period ending 31 March 2016 were as follows:
2016
Grant date shared price 4p
Exercise share price 2p
No. of share options 957,500
Risk free rate 0.5%
Expected volatility 30%
Expected option life 2 years
The total share-based payment expense recognised against share
premium for the period ended 31 March 2016 in respect of warrants
granted was GBP19,570.
SHARE OPTIONS AND WARRANTS (continued)
The following table sets out the details of the warrants
granted:
Number
of
options
at
Issued Exercised 31 March Exercise Expiry
in
Warrant holder the year in the 2016 price date
year
EGR Broking Limited 957,500 - 957,500 2p 12/07/17
Rampart Management
Limited 12,000,000 - 12,000,000 4p 07/12/18
Ambeson Limited 11,000,000 - 11,000,000 4p 07/12/18
James Bligh 10,000,000 - 10,000,000 4p 07/12/18
Pascal Hughes 5,000,000 - 5,000,000 4p 07/12/18
OBB Trading Limited 3,000,000 - 3,000,000 4p 07/12/18
Dielle Regan 2,500,000 - 2,500,000 4p 07/12/18
Robert Regan 2,500,000 - 2,500,000 4p 07/12/18
Jack Dibble 1,400,000 - 1,400,000 4p 07/12/18
Fulcrum Management
Services 1,000,000 - 1,000,000 4p 07/12/18
Anthony Reeves 1,000,000 - 1,000,000 4p 07/12/18
GB Trust Co Limited 600,000 - 600,000 4p 07/12/18
-------------------- -------------------- --------------------
50,957,500 - 50,957,500
========== ========== ==========
As a result of the placing on the 7 December 2015, the company
has created and issued a total of 50,000,000 warrants to the
original founder shareholders. These warrants may be exercised at
any time on or before 7 December 2018 and shall entitle the warrant
holder to subscribe for one Ordinary share for each warrant at
4p.
13. LOSS PER SHARE
The calculation of loss per ordinary share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the year.
2016
Loss Weighted Per
Average shares
number amount
of shares pence
GBP
Basic and
diluted earnings
per share (350,420) 60,090,214 (0.0058)p
14. FINANCIAL INSTRUMENTS
CAPITAL MANAGEMENT
The Company's objectives when managing capital are:
-- to safeguard the Company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Company's growth; and
-- to provide capital for the purpose of strengthening the
Company's risk management capability.
The Company actively and regularly reviews and manages its
capital structure to ensure an optimal capital structure and equity
holder returns, taking into consideration the future capital
requirements of the Company and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and
reserves, for capital management purposes.
CREDIT RISK
The main credit risk relates to liquid funds held at banks. The
credit risk in respect of these bank balances is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
LIQUIDITY RISK
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 10.
These payables are payable within a year.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IAS 39 categories of financial asset included in the
statement of financial position and the headings in which they are
included are as follows:
2016
GBP
Financial assets:
Cash and bank balances 502,213
Loans and receivables 42,578
Financial liabilities at amortised
cost:
Trade and other payables (42,451)
=========
15. RELATED PARTY TRANSACTIONS
During the period the Company was invoiced GBP18,000 for
management services by Pascal Hughes, a director, GBP8,000 for
management services by John Lidgey, a director, and GBP8,000 for
management services by Anthony Reeves, (a director).
16. POST PERIOD END EVENTS
On 16 September 2016, the Company announced that it has signed a
non-binding letter of intent to acquire the entire issued share
capital of Nuformix Limited.
17. ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be a single ultimate
controlling party.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR LLFSAAIIIFIR
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