TIDMNNN
RNS Number : 4575N
Nanosynth Group PLC
30 September 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via Regulatory
Information Service ('RIS'), this inside is now considered to be in
the public domain.
30 September 2021
nanosynth group plc ("nanosynth", the "Company" or the
"Group")
Half Yearly Report to 30 June 2021
nanosynth group plc, the AIM quoted company is pleased to
present its unaudited half yearly report for the six-month period
ended 30 June 2021.
OVERVIEW
-- The financial commentary is set out below and the following
events have all occurred post 30 June 2021.
o On 17 August 2021, the Company agreed to return control of
Gyrometric Systems Ltd to its founders, leaving the Company with a
minority holding of 15%.
o On 23 August 2021, Remote Monitored Systems plc changed its
name to nanosynth group plc following shareholder approval at its
Annual General Meeting
o On 24 August 2021, the Company agreed to return the mask
making machine to Lemu Group for a minimum of EUR180,000
o On 1 September 2021, Mark Duffin was appointed Chief Executive
Officer of nanosynth group plc and Antony Legge reverted to his
previous role of non-executive Chairman.
CHAIRMAN'S STATEMENT
The arrival of Mark Duffin as Group CEO on 1 September 2021, has
brought a new dynamism to the business. As previously announced,
the year to date has posed several challenges as the Company has
needed to undertake a number of significant changes. The
restructuring of the Group is now nearly completed. The mask
manufacturing machine will now be returned to Lemu Group within the
next month with cash receipts to follow accordingly, and the
manufacturing of the masks is now fully outsourced, leaving the
Group free to concentrate on the development of the intellectual
property that exists inside Pharm 2 Farm Ltd ("P2F"), the Group's
main subsidiary. At the time of the Annual General Meeting, just
six weeks ago, we announced that discussions were ongoing regarding
several initiatives and we remain confident that these will be
concluded satisfactorily in the near term. Sales remains a key
focus and the team here is being strengthened with new sales and
marketing hires.
There still remains work to be done, but I am confident that
after all the developments in the year to date, the Group is
positioned to move ahead positively.
Mark Duffin, CEO, commented:
"Since my arrival four weeks ago, it is clear that there is an
opportunity within the Group to develop and productise a host of
future R&D streams of activity. The depth of scientific
knowledge is encouraging and this will support the
commercialisation of future products. Notwithstanding this, changes
need to be made so that the Group can develop the market
opportunities. Significant progress has been made in a short space
of time and we're looking forward to the future."
Financial Overview
During the six months to 30 June 2021, the Group recorded
revenues from continuing operations of GBP135,116 compared with
GBP13,563 for the six months to 30 June 2020. The operating loss
from continuing operations for the period was GBP1,194,493 (30 June
2020: GBP199,740). This includes the previously announced payments
to FortOak Rolls Limited (a company wholly owned by Alex
Vergopoulos, a former director of the Company) of GBP150,000 and 8
million shares and options over a further 7 million shares in
recognition of services provided. The loss for the period from
continuing operations was GBP1,194,493 (30 June 2020: GBP202,862).
The loss per share was 0.058 pence (30 June 2020: loss per share
0.041 pence).
-- Consolidated net assets at 30 June 2021 amounted to
GBP6,943,250 (31 December 2020: GBP6,896,805).
-- Cash and cash equivalent balances at the period end amounted
to GBP4,665,424 (31 December 2020: GBP3,741,135).
-- As at 29 September 2021, the Group had cash and cash equivalents totalling GBP4,140,540.
-- During the period the Company raised GBP939,225 net of costs
through the issue of new shares as a result of the exercise of
warrants and options. In addition GBP1,505,000 was received in
respect of shares issued in the previous period.
Acknowledgments
On behalf of the Board, I would like to extend our thanks to our
business partners, customers, employees and shareholders for their
continued support throughout the period.
Antony Legge
Non-Executive Chairman
ENQUIRIES :
nanosynth group plc
Mark Duffin (Chief Executive Officer) via IFC Advisory
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Peterhouse Capital Limited +44 20 7469 0930
Joint Broker
Lucy Williams
IFC Advisory Ltd +44 20 3934 6630
Graham Herring
Zach Cohen
NANOSYNTH GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six month period ended 30 June
2021
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2021 2020
(restated)
Notes GBP GBP
------------------------------------------------- ------ ------------ ------------
Revenue 135,116 13,563
Cost of sales (99,285) (24,750)
------------------------------------------------- ------ ------------ ------------
Gross profit/(loss) 35,831 (11,187)
Administration expenses (1,230,324) (188,553)
Operating Loss (1,194,493) (199,740)
------------------------------------------------- ------ ------------ ------------
Finance income - 55
Finance costs - (3,177)
Loss before income tax (1,194,493) (202,862)
Income tax - -
------------------------------------------------- ------ ------------ ------------
Loss for the period from continuing operations (1,194,493) (202,862)
Profit/(loss) for the period from discontinued
operations 2,483 (34,199)
------------------------------------------------- ------ ------------ ------------
Total comprehensive income for the period (1,192,010) (237,061)
------------------------------------------------- ------ ------------ ------------
Loss and total comprehensive income attributable
to:
Equity holders of the parent (1,175,284) (230,705)
Non-controlling interests (16,726) (6,356)
------------------------------------------------- ------ ------------ --------------
Earnings per ordinary share attributable
to owners of the parent during the period
(expressed in pence per share) 4
Basic and diluted - continuing operations (0.058) (0.035)
Basic and diluted - discontinued operations 0.000 (0.006)
Basic and diluted - total (0.058) (0.041)
NANOSYNTH GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021 Unaudited Audited Unaudited
30 June 31 December 30 June
2021 2020 2020
Note GBP GBP GBP
--------------------------------- ----- ------------- ------------- --------------
Non-current assets
Intangible assets 1,764,419 1,764,419 371,045
Property, plant and equipment 258,206 25,661 8,190
--------------------------------- ----- ------------- ------------- --------------
Total non-current assets 2,022,625 1,790,080 379,235
--------------------------------- ----- ------------- ------------- --------------
Current Assets
Trade and other receivables 277,983 1,925,987 25,360
Corporation tax 1,396 1,396 -
Inventories 497,168 63,491 15,017
Assets classified as held for 10,786 - -
sale
Cash and cash equivalents 4,662,778 3,741,135 254,523
--------------------------------- ----- ------------- ------------- --------------
Total current assets 5,450,111 5,732,009 294,900
--------------------------------- ----- ------------- ------------- --------------
TOTAL ASSETS 7,472,736 7,522,089 674,135
--------------------------------- ----- ------------- ------------- --------------
Equity attributable to owners
of the parent
Share capital 3 5,805,331 5,795,751 5,448,924
Share premium 13,674,215 12,445,569 6,876,182
Convertible loan stock 2,000 2,000 106,000
Other reserves 1,319,214 1,675,276 (464,441)
Translation reserve 92,181 92,181 92,181
Retained loss (13,852,286) (13,033,293) ( 11,872,756)
--------------------------------- ----- ------------- ------------- --------------
EQUITY ATTRIBUTABLE TO OWNERS
OF THE PARENT 7,040,655 6,977,484 186,090
--------------------------------- ----- ------------- ------------- --------------
Non-controlling interests (97,405) (80,679) (54,401)
--------------------------------- ----- ------------- ------------- --------------
TOTAL EQUITY 6,943,250 6,896,805 131,689
--------------------------------- ----- ------------- ------------- --------------
Current liabilities
Trade and other payables 252,340 333,087 477,821
Social security and other taxes 204,112 242,322 -
Lease liabilities - 29,500 29,500
Liabilities classified as held 73,034 - -
for sale
--------------------------------- ----- ------------- ------------- --------------
Total current liabilities 529,486 604,909 507,321
--------------------------------- ----- ------------- ------------- --------------
Non-current liabilities
Lease liabilities - 7,375 22,125
Provisions - 13,000 13,000
Total non-current liabilities - 20,375 35,125
--------------------------------- ----- ------------- ------------- --------------
TOTAL LIABILITIES 529,486 625,284 542,446
--------------------------------- ----- ------------- ------------- --------------
TOTAL EQUITY AND LIABILITIES 7,472,736 7,522,089 674,135
--------------------------------- ----- ------------- ------------- --------------
NANOSYNTH GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six month period ended 30 June 2021
Attributable to owners of the parent
Convertible Minority
Share Share loan Other Translation Retained Interests
capital premium stock reserves reserve Loss Total
GBP GBP GBP GBP GBP GBP GBP GBP
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
As at 1 January
2020 5,128,124 6,822,694 103,000 (475,153) 92,181 (11,642,051) (48,045) (19,250)
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
Loss and total
comprehensive
income for the
period - - - - - (230,705) (6,356) (237,061)
Shares and
warrants
issued (net of
costs) 320,800 53,488 - 10,712 - - - 385,000
Cumulative
interest
on loan stock - - 3,000 - - - - 3,000
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
Transactions with
owners,
recognised
directly in
equity 320,800 53,488 3,000 10,712 - - - 388,000
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
As at 30 June
2020 5,448,924 6,876,182 106,000 (464,441) 92,181 (11,872,756) (54,401) 131,689
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
As at 1 January
2021 5,795,751 12,445,569 2,000 1,675,276 92,181 (13,033,293) (80,679) 6,896,805
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
Loss and total
comprehensive
income for the
period - - - - - (1,175,284) (16,726) (1,192,010)
Shares issued
(net of costs) 9,580 1,227,845 - (78,183) - - - 1,159,242
Warrants exercised - 801 (801) - - - -
Share based
payments
issued - - - 79,213 - - - 79,213
Share based
payments
expired/exercised - - - (356,291) - 356,291 - -
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
Transactions with
owners,
recognised
directly in
equity 9,580 1,228,646 - (356,062) - 356,291 - 1,238,455
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
As at 30 June
2021 5,805,331 13,674,215 2,000 1,319,214 92,181 (13,852,286) (97,405) 6,943,250
------------------- ------------ ------------- ------------ ---------- ------------ ------------- ------------- ------------
NANOSYNTH GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOW
For the six month period ended 30 June 2021
Unaudited
Unaudited 6 months
6 months ended
ended 30 June
30 June 2020
2021 (restated)
Note GBP GBP
------------------------------------------- ----- ---- ------------ ------------
Cash Flows from Operating Activities
Loss for the period on continuing
activities (1,194,493) (202,862)
Profit/(loss) for the period from
discontinued operations 2,483 (34,199)
Depreciation of property, plant
and equipment 6,086 2,789
Share based payments 299,230 -
Profit on business disposal - (1)
Release of lease liabilities and (29,253) -
provision
Impairments and amortisation - 7,300
Finance costs - 3,177
Finance income - (69)
(Increase) in inventories (433,677) (428)
Decrease in trade and other receivables 135,140 40,730
(Decrease) in provisions - (7,500)
(Decrease) in trade and other payables (46,544) (47,776)
------------------------------------------- ----- ---- ------------ ------------
Cash used in operations (1,261,028) (238,839)
Interest expense - (177)
------------------------------------------- ----- ---- ------------ ------------
Net cash used in operating activities (1,261,028) (239,016)
------------------------------------------- ----- ---- ------------ ------------
Cash Flows used in Investing Activities
Purchases of property, plant and (238,908) -
equipment
Proceeds from disposal of property,
plant and equipment - 160,274
Proceeds from disposal of goodwill - 1
Interest income - 69
------------------------------------------- ----- ---- ------------ ------------
Net cash (used)/generated in investing
activities (238,908) 160,344
------------------------------------------- ----- ---- ------------ ------------
Cash Flows from Financing Activities
(Repayments of)/net proceeds from
borrowings - (60,825)
Repayments of lease liabilities (20,000) (14,750)
Issue of shares and warrants, net
of issue costs 2,444,225 334,000
------------------------------------------- ----- ---- ------------ ------------
Net cash generated from financing
activities 2,424,225 258,425
------------------------------------------- ----- ---- ------------ ------------
Net increase in cash and cash equivalents 924,289 179,753
Cash and cash equivalents at beginning
of period 3,741,135 74,770
------------------------------------------- ----- ---- ------------ ------------
Cash and cash equivalents at end
of period 7 4,665,424 254,523
------------------------------------------- ----- ---- ------------ ------------
NOTES TO THE INTERIM RESULTS:
1. General information and accounting policies
The principal activity of nanosynth group plc ("the Company")
and its subsidiaries (together "the Group") is the development of
nano-particle technology with associated applications within Pharm
2 Farm Ltd and the provision of intelligence services and security
risk management within Cloudveil.
The Company is a public limited company, incorporated and
domiciled in the United Kingdom, with its shares traded on the
London Stock Exchange's AIM. Its registered office is: 27-28
Eastcastle Street, London W1W 8DH.
This announcement is for the unaudited interim results for the
period ended 30 June 2021.
The Directors approved these unaudited interim results on 29
September 2021.
2. Basis of preparation
The condensed consolidated interim financial information (the
"Financial Information") has been prepared in accordance with the
requirements of the AIM Rules for Companies. As permitted, the
Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this Financial Information. The Financial
Information should be read in conjunction with the annual financial
statements for the year ended 31 December 20 20. The interim
financial statements have been prepared in accordance with
UK-endorsed International Financial Reporting Standards (IFRSs)
which have not differed from the previously EU endorsed IFRS, and
hence the previously reported accounting policies still apply. In
the opinion of the Directors the Financial Information for the
period represents fairly the financial position, results from
operations and cash flows for the period in conformity with
generally accepted accounting principles consistently applied.
The Financial Information set out above does not constitute
statutory accounts within the meaning of the Companies Act 2006.
The Financial Information has been prepared on a going concern
basis in accordance with the recognition and measurement criteria
of International Financial Reporting Standards (IFRS) as adopted by
the United Kingdom. Statutory financial statements for the year
ended 31 December 2020 were approved by the Board of Directors on 8
June 2021 and subsequently delivered to the Registrar of Companies
and are also available on the Group's website:
www.nanosynthgroup.com.
The 2021 Financial Information of the Group has not been audited
.
These interim results are presented in sterling rounded to the
nearest pound.
Going concern basis
The interim financial information has been prepared assuming
that the Group will continue as a going concern.
As at 29 September 2021, the group had cash and cash equivalents totalling GBP4,140,540.
The operational requirements of the Group comprise of
maintaining Head Office operations in the UK alongside its UK
divisions. The Directors have reviewed the Group's working capital
forecasts and whilst both divisions will require ongoing funding
from nanosynth to achieve sales growth, the directors do not
believe that further funds will need to be raised at the present
time given the current cash resources.
Risks and uncertainties
The Board continuously assesses and monitors the key risks
facing the business. The key risks that could affect the Group's
medium-term performance and the factors that mitigate those risks
have not substantially changed from those set out in the Group's
2020 Annual Report and Financial Statements. The Group is exposed
to market risks (including foreign exchange risk and price risk),
credit risk and to a limited extent, interest rate risk and
liquidity risk.
Critical accounting estimates and judgements
The preparation of Financial Information in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the end of the reporting
period. It also requires management to exercise its judgement in
the process of applying the Group's Accounting Policies. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the Financial
Information, are disclosed in Note 4 of the Group's 2020 Annual
Report and Financial Statements.
Accounting policies
There have been no changes to the Group's accounting policies,
presentation, and methods of computation in this Financial
Information compared to those which were applied in the preparation
of the Group's Annual Financial Statements for the year ended 31
December 2020.
The comparative information for the six months ended 30 June
2020 has been restated to reflect discontinued operations.
3. Share capital
During the period 13 January 2021 to 12 February 2021,
38,801,755 options were exercised by Paul Ryan, a former director
raising GBP336,000. In addition, on 23 February 2021 8,000,000
ordinary shares were issued to Trevor Brown in place of his
remaining 14,801,756 share options and directors fees.
On 23 February 2021, 5,000,000 ordinary shares were issued to
John Richardson in recognition of his work supporting the company
and Pharm2Farm over the year and his salary sacrifice taken in
2020. Also on that date 8,000,000 ordinary shares were issued to
Ordian Ltd, a company wholly owned by Alex Vergopoulus in
recognition of services provided.
On each of 29 January 2021 and 15 April 2021 6,000,000 warrants
were exercised raising GBP30,000.
4. Earnings per share
Basic earnings per share have been calculated by dividing the
loss attributable to equity holders of the Company after taxation
by the weighted average number of shares in issue during the
period. There is no difference between the basic and diluted
earnings per share as the effect on the exercise of options and
warrants would be to decrease the earnings per share.
6 months ended 6 months
ended 30 June
30 June 2020
2021 (restated)
Basic and Diluted GBP GBP
---------------------------------------------- --------------- ------------------
Loss after taxation on continuing operations (1,194,493) (202,862)
Profit/(loss) after taxation on discontinued
operation 2,483 (34,199)
---------------------------------------------- --------------- ------------------
Total loss after taxation (1,192,010) (237,061)
---------------------------------------------- --------------- ------------------
Weighted average number of shares 2,052,536,524 573,133,713
Earnings per share ( pence)
On continuing operations (0.058) (0.035)
On discontinued operations 0.000 (0.006)
On total operations (0.058) (0.041)
---------------------------------------------- --------------- ------------------
5. Disposal of business
On 17 August 2021 approval was received by the shareholders, to
return control of the GyroMetric Systems business to its founders
at a consideration of GBP1 in accordance with an agreement
announced by the directors in June 2021. The Company will retain an
interest of 15% of the share capital of Gyrometric Systems Ltd.
The operations of Gyrometric have been classed as discontinued
in these interim financial statements and the assets and
liabilities of the operations classified as for sale at the lower
of carrying value or expected net proceeds.
6. Dividends
No dividend has been declared or paid by the Company during the
six months ended 30 June 2021 (2020: nil).
7. Cash and cash equivalents
Included within assets classified as held for sale is an amount
of cash and cash equivalents totalling GBP2,646.
8. Events after the reporting period
The following events have all occurred post 30 June 2021.
-- On 17 August 2021, the Company agreed to return control of
Gyrometric Systems Ltd to its founders, leaving the Company with a
minority holding of 15%.
-- On 23 August 2021, Remote Monitored Systems plc changed its
name to nanosynth group plc following shareholder approval at its
Annual General Meeting
-- On 24 August 2021, the Company agreed to return the mask
making machine to Lemu Group for a minimum of EUR180,000
-- On 1 September 2021, Mark Duffin was appointed Chief
Executive Officer of nanosynth group plc and Antony Legge reverted
to his previous role of non-executive Chairman.
9. Approval of the interim financial information
The condensed Financial Information was approved by the Board of
Directors on 29 September 2021.
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IR VKLFLFKLLBBZ
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