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Quoted Micro 4 November 2024
AQUIS STOCK EXCHANGE
Rebel shareholders failed to win any of their three resolutions, including the removal of the chief executive, at the requisitioned general meeting of ProBiotix Health (PBX). Broker Peterhouse said that major shareholder OptiBiotix Health (OPTI) was not allowed to vote its shares at the meeting because of the relationship agreement from the flotation of the probiotics developer. OptiBiotix Health owns 53.5 million shares, and the votes were lost by less than 36 million shares.
Surgical treatments provider One Health Group (OHGR) interim revenues were more than one-fifth higher at £13.4m. New patients increased by 29%. The second half is likely to better than expected. That means that full year EBITDA should be higher than £1.9bn. There was cash of £4.9m at the end of September 2024. A move to AIM is being considered.
Aquis Exchange (AQX) and Cboe Europe are assessing a joint bid to provide an EU consolidated tape of stock trades. The European Commission has decided to create a single entity to operate a real-time, trade consolidated tape. The European Securities and Market Authority will select the business to take on the role. The plan is for the two companies to set up a joint venture called SimpliCT, which will be based in the Netherlands, to bid for the role of equity consolidated tape provider.
Luxury prize draw organiser Good Life Plus (GDLF) has achieved £330,000 in monthly recurring revenues. There are more than 40,000 subscribers and churn has been reduced. In the six months to July 2024, revenues were £1.69m. There was a £2.21m cash outflow from operating activities. There was a fundraising after the balance sheet date. Richard Johnston has been appointed as finance director.
Macaulay Capital (MCAP) investee company Vale Foods has repaid a £125,000 loan and this has been reinvested in shares in the latest fundraising of £430,000. A £100,000 loan has been made to another investee company.
Health IT provider DXS International (DXSP) has won its first NHS commercial contract for its AI ExpertCare Clinical Decision Support product. In the year to April 2024, revenues were 2% ahead at £3.31m, There was an impairment charge of £4.38m. Even without that write-down the company fell into loss. Chairman Bob Sutcliffe bought 50,000 shares at 1p each and 133,333 shares at 1.5p each. He owns 1.74% of the company.
KR1 (KR1) had net assets of 62.15p/share at the end of September 2024. The income from digital assets was £592,000 during September.
Social commerce platform investor WeCap (WCAP) says WeShop is considering a listing. If its convertible loans are converted into shares WeCap would own 16% of WeShop. The investment in Bio2pure of £100,000 has been written down to nil. At the end of April cash was £49,000 and net assets were £7.39m.
Rogue Baron (SHNJ) says Sinju Japanese Whisky will be available in the US in the third week of November. The latest shipment of 800 cases has been presold.
Marula Mining (MARU) is stockpiling ore at the Kinusi copper mine. Samples have been sent to South Africa for test work and the results will help to design the first phase of the processing facilities. Three trial shipments are about to be sold.
Fenikso (FNK) is launching a share buyback of up to 49.3 million shares. A further $404,000 has been received in loan repayments. The remaining loan is worth nearly $39m.
Chris Akers’ stake in Oscillate (MUSH) has been reduced from 5.94% to less than 3%. Peterhouse Capital has also reduced its stake below 3%. Jonathan Neame has bought 7,000 Shepherd Neame (SHEP) shares at 569.5p each.
Investment Evolution Credit (IEC) raised £475,000 at 1p each and there is a broker option to issue up to three million more shares.
Unigel Group (UNX) is paying an interim dividend of 1.5p/share on 22 November.
First Sentinel has resigned as corporate adviser of Vulcan Industries (VULC).
AIM
Energy supplier and energy efficiency services provider Good Energy (GOOD) received an unsolicited bid from Dubai-based Esyasoft Holding Ltd. Esyasoft offers a range of products. They include the Smart Grid Suite, which is a cloud-based integration platform that manages workflow and communications between utilities and meters and an energy mobility business.
Payments technology developer Eckoh (ECK) is recommending a 54p/share bid from funds managed by Bridgepoint Advisers II. The bid values Eckoh at £169.3m. The share price has not been at that level since the end of 2022, but it is the price indicated back in August. The bid values Eckoh at 20 times prospective 2025-26 earnings.
Nexus Infrastructure (NEXS) is spending some of its cash pile on Coleman Construction & Utilities, which is involved in civil engineering for water and marine sectors. This diversifies the business away from housebuilding infrastructure. The purchase will cost up to £4.4m and be immediately earnings enhancing – EBITDA was £700,000 last year. Trading is in line with expectations and the loss should be halved to £2.4m in the year to September 2024. A small loss is still expected this year.
Emmerson (LON: EML) says it filed an appeal against the unfavourable recommendation for its ESIA application for the Moroccan potash project, but the regional authorities say that they cannot examine the ESIA submission again. Emmerson subsequently notified the Moroccan government of an investment dispute and argues that the government is violating an agreement between the UK and Morocco. The dispute can be submitted to the International Centre for the Settlement of Investment Disputes. Prior to this, the company is seeking cash compensation from the government. Emmerson is trying to reduce its cash burn, but that will mean that there will be no progress with the development of the project. Two non-executive directors are stepping down and the two remaining non-executives will take fees in shares, while the chief executives pay will be reduced by two-fifths.
Construction dispute and expert witness services provider Diales (DIAL) says that there will be a small improvement in revenues and profit in the year to September 2024. Pre-tax profit will be at least £1.1m, up from £1m. The cost base has been reduced. Net cash is £4.3m. Diales is pulling out of the US. It will still have a Canadian operation, and South America is handled from Spain.
MicroSalt (SALT) has received an initial purchase order for 50,000lbs of low-sodium salt from a major food and drink manufacturer for one of its product lines. Annualised volumes should be 200,000lbs and there could be orders for two other products. There is also a follow-on order from a B2B customer and the 63,860lbs will be delivered in January. Two other B2B orders have been won.
Tlou Energy (TLOU) is seeking shareholder approval at its AGM to leave AIM. The shares will still be traded on the ASX and the Botswana Stock Exchange. Interest in the company has dwindled and the departure will save money. UK shareholders are offered the chance to transfer their holding to the ASX depositary in exchange for ASX-listed shares at no cost. Tlou Energy released a first quarter update indicating progress with the Lesedi CBM gas-to-power project in Botswana. First electricity sales are expected in the middle of next year. There was an operating cash outflow of A$800,000, plus A$1.7m of capital investment in the period.
Cleaning services provider React (REAT) has made the earnings enhancing acquisition of 24hr Aquaflow Services for £5m plus contingent payments of up to £2.4m. It will still be enhancing after a £1.1m placing at 81p/share. 24hr Aquaflow Services is a drainage and plumbing services provider. This adds to group services.
Shield Therapeutics (STX) generated $7.2m from 43,500 ACCRUFeR prescriptions in the third quarter, which was slightly lower than forecast. The average net selling price is $167, and this could rise to $192 in the fourth quarter. Total nine-month revenues are $20m and the 2024 figure should hit $31.5m. Management admits that more cash will be required, and costs are being reduced. Sallyport is providing a $15m facility, up from $10m previously, and AOP Health has agreed to subscribe $10m for shares at 4p each.
Prospex Energy (PXEN) says third quarter gas production of its Italian interests, where it has a 37% stake, was 76,910scm/day. Prospex Energy’s net revenues for the quarter were €1m, which is a record. There should be a further increase in gas production in the fourth quarter.
Deltic Energy (DELT) says wireline logging and fluid sampling confirm the gas discovery at Selene in the North Sea, where it has a 25% working interest. The reservoir quality is better than expected, but it is deeper than anticipated which means that recoverable gas volumes of 131bcf are lower than previous estimates of 320bcf. This should still be economically viable. Further work is required, though.
Transport technology services provider Microlise Group (SAAS) has been hit by a cyber security incident. This has disrupted services, and they are currently inactive. Cyber security specialists have been appointed.
MAIN MARKET
Tin projects developer First Tin (1SN) has raised £8m at 6p/share. The cash will go towards the Taronga project in Australia and funding the enhancements highlighted in the definitive feasibility study. This could increase the project NPV to A$400m. The environmental impact statement will be completed so that initial project work can commence. There will also be cash to progress permitting at the Tellerhauser project in Germany.
Mears (MER) says trading is strong and margins are improving. The 2024 figures will be better than expected with revenues of £1.13bn and pre-tax profit of at least £60m.
A general meeting has been requisitioned at nanomaterials developer Nanoco (NANO) by Milwood Fund, which wants two of its employees to be given board seats. It appears Milkwood may want to sell assets and turn Nanoco into a shell.
Motor dealer Caffyns (CFYN) is selling its freehold premises in Lewis to Lidl for £4.65m, which is equal to book value. The pension fund will receive £2.4m and the rest will reduce debt. The Lotus dealership will be relocated.
Critical Minerals (CRTM) is making progress with the Molulu copper cobalt project in the DRC and is on course to start delivering ore. Two additional mineralised zones have been identified. Terms of a new offtake agreement have been secured with OM Metals following good copper grades from ore testing. Since the balance sheet there has been a £455,000 investment by NIU Invest.
Andrew Hore
ProBiotix Health #PBX – Publication of Circular and Notice of Requisitioned General Meeting
Further to the Company’s announcement on 25 September 2024, ProBiotix Health plc, the life sciences business developing probiotics to support cardiometabolic health, announces that today it will be publishing a circular to Shareholders (the “Circular”) containing details of a requisitioned general meeting of the Company (the “Requisitioned General Meeting”). The Requisitioned General Meeting will be held at 10:00 a.m. on 1 November 2024 at the offices of BPE Solicitors LLP, St James House, St James Square, Cheltenham , GL50 3PR.
For the reasons set out in the Circular, the Directors of ProBiotix, other than Stephen O’Hara ( the “Independent Directors”), unanimously recommend that Shareholders VOTE AGAINST ALL THE RESOLUTIONS being proposed at the Requisitioned General Meeting. Stephen O’Hara is a Non-executive Director of the Company and is also Chief Executive of OptiBiotix Health plc. As such, he has a conflict of interest and has not been involved in the considerations of the Independent Directors.
Extracted information from the Circular is set out below. Words and expressions defined in the Circular have the same meaning in this announcement. The Circular will also be made available shortly on the Company’s website at: www.probiotix-ir.com.
For further information, please contact:
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ProBiotix Health plc |
https://probiotixhealth-ir.com/ |
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Steen Andersen, Chief Executive Officer |
Contact via Walbrook below |
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Peterhouse Capital Limited (Aquis Corporate Adviser and Broker) |
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Mark Anwyl |
Tel: 020 7220 9793 |
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Walbrook PR Ltd |
probiotix@walbrookpr.com |
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Anna Dunphy |
Mob: 07876 741 001 |
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This announcement contains information which, prior to its disclosure, was considered inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Publication of the Circular |
15 October 2024 |
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Latest time and date of receipt of Forms of Proxy |
10:00 a.m. on 30 October 2024 |
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Requisitioned General Meeting |
10:00 a.m. on 1 November 2024 |
Dear Shareholder,
ProBiotix Health plc (“ProBiotix” or the “Company”)
Notice of Requisitioned General Meeting
1. Introduction
As announced on 25 September 2024, Platform Securities Nominees Limited (“Platform”) submitted a requisition notice to the Company on 24 September 2024 (the “Requisition”).
Platform is the legal holder of 8,643,583 ordinary shares of 0.05p each in the Company (“Ordinary Shares”), held as nominee on behalf of Seneca Partners (“Seneca”). The Ordinary Shares held by Platform include the interests of Seneca EIS (c/o WCS Nominees Ltd), Seneca Growth Capital and the personal holdings of six individuals connected to Seneca, which together represent 5.46 per cent. of the Company’s current issued share capital.
The Requisition requires the Company to call a general meeting (“General Meeting”) of the Company’s shareholders (“Shareholders”) pursuant to section 303 of the Companies Act 2006 (“Act”), to consider the resolutions proposed in the Requisition (“Resolutions”).The Resolutions to be tabled at the General Meeting propose to remove 2 existing Directors of the Company and any other Directors appointed after 24 September 2024.
The Requisition includes a statement from Seneca which the Company is required to circulate to Shareholders in accordance with section 314 of the Act (“Statement”). The Statement is set out in the Appendix at the end of this document. The board of directors of the Company (“Board”) has not taken steps to verify the accuracy of the Statement and does not in any way support the statements contained in the Statement.
The Requisition has been made in the context of an ongoing and aggressive campaign by OptiBiotix Health plc (“OPTI”), the Company’s main shareholder, to directly influence the management and future direction of ProBiotix, by pressing for the dismissal of Steen Andersen, the Company’s CEO. These activities are in breach of OPTI’s contractual obligations to not interfere with the running of the Company.
The purpose of this letter is therefore to provide Shareholders with detailed information about the background to the Requisition and for the Independent Directors to unanimously recommend that Shareholders VOTE AGAINST ALL the Resolutions to be proposed at the General Meeting.
2. Background to the Requisition
As Shareholders will be aware, ProBiotix was demerged from OPTI, and the Ordinary Shares were admitted to trading on the Aquis Growth Market, in March 2022 (“Admission”).
At the time of Admission, OPTI and its Chief Executive, Stephen O’Hara (“SOH”) (who was then also Chief Executive Officer of the Company), were required to enter into a Relationship Agreement (“Agreement”) to ensure that ProBiotix was able to carry on its business independently of OPTI and to regulate the relationship between the Company and OPTI on an arm’s length and normal commercial basis. Further information on the Agreement is set out in paragraph 5 below.
Since Admission, the Company and OPTI have taken mutually agreed steps to operationally separate the two businesses, a process which, as announced on 30 August 2024, is expected to be finally completed by the end of 2024.
In early July 2024, however, despite the explicit terms of the Agreement, Neil Davidson, Chairman of OPTI, told me, as Non-executive Chairman of PBX, that OPTI wanted Steen Andersen to be dismissed from his position as Chief Executive Officer of the Company. Since then, I have been repeatedly and aggressively pressured by Neil Davidson to dismiss Steen Andersen.
On 4 September 2024, ProBiotix announced that it had raised £1.23 million through a subscription for Ordinary Shares (“Subscription”).
On 5 September 2024, OPTI released a hostile RNS, alleging improprieties with the shareholder authorities pursuant to which the Subscription shares were issued. PBX refuted these allegations in an announcement issued on 6 September 2024.
On 6 September 2024, I received a letter from OPTI, again demanding the dismissal of Steen Andersen, and threatening to requisition a General Meeting of ProBiotix if we failed to comply with that request by a given date. That letter said that OPTI had consulted with another “major shareholder” about its threatened requisition. Based on the information given in the OPTI letter, that “major shareholder” can only have been Seneca.
Any direct requisition request from OPTI would be in breach of the terms of the Agreement and no such request has ever been received from OPTI.
On 24 September 2024, the Company received the Requisition on behalf of Seneca.
3. The Seneca Requisition
The Statement from Seneca is set out in the Appendix at the end of this document. The Company’s response to Seneca’s representations is set out below.
Earlier this year, ProBiotix sounded out potential investors about raising further funds (“Fundraise”) for the Company. At the time, there was limited market appetite to inject fresh capital and, when approached about participating in the Fundraise, Seneca declined the offer to participate in the Fundraise. OPTI were also made aware of the Fundraise and the chance to invest, but were also not forthcoming with funds.
Subsequently, the Company announced its results (on 28 June 2024) for the year ended 31 December 2023, which included an emphasis of matter with regard to the Company’s cash position and its future working capital requirements.
In April 2024, in the context of the Fundraise, ProBiotix held initial discussions with successful Danish investor and entrepreneur, Frederik Bruhn-Petersen, who had expressed an interest in making a significant investment in the Company. In August 2024, following further discussions between Mr Bruhn-Petersen and the Company, it was agreed that a company associated with Mr Bruhn-Petersen would subscribe £1.23 million for Ordinary Shares representing approximately 23 per cent. of the Company’s enlarged issued share capital.
The proceeds of the Subscription allowed the Company to state that it now expected to be “fully funded, enabling it to fulfil all its working capital requirements with no recourse for further funding.” Given its recent unsuccessful attempts to raise money, the Board felt that this significant contribution from a supportive shareholder was an unquestionably successful outcome for all Shareholders.
Moreover, the Subscription represented the most efficient route to secure funds quickly and cost effectively, with minimal associated costs.
The August 2024 negotiations about the Subscription took place when the Company’s share price was trading at a mid-price of 4p. In his negotiations with the Company, Mr Bruhn-Petersen referenced market transactions in Ordinary Shares on 20 August 2024, 21 August 2024 and 23 August 2024, which all took place at 3.35p per share. As a result, 3.35p was therefore agreed to be the reference market price for the Subscription and Mr Bruhn-Petersen agreed to pay a small premium to this market price – 3.36p per share. This agreement as to the Subscription price was reached on 30 August 2024.
After the necessary formalities of the Subscription were completed, the Subscription was announced on 4 September 2024, two business days after the Company’s interim results were published on 30 August 2024.
The share price rise between the announcement of the interim results and the announcement of the Subscription reflected the strength of the Company’s interim results and subsequent positive comment on those results.
Prior to the Company’s receipt of the Requisition, when the Company became aware that Seneca had expressed concerns about the Subscription, Seneca was approached about subscribing itself at 3.36p per share but declined that opportunity.
“Migration” to Denmark
At no time prior to the Requisition had Seneca communicated this ‘concern’ to the Company. However, the Company is aware that such a ‘concern’ had previously been expressed by SOH, on behalf of OPTI, to the Regulatory Department at the Aquis Stock Exchange.
In any event, the suggestion that our operations would move to Denmark now, or indeed at any point in the future, is fundamentally untrue.
When Steen Andersen was recruited to his post of Chief Executive of the Company, by SOH, his employment contract clearly stated that Steen would be working from Copenhagen. As a Danish national, and with increasing plans to grow the Company’s sales footprint in Europe, it would be logical that Steen Andersen would look to expand his team in this location. However, the Company continues to retain its marketing function in the UK and, as evidenced in recent announcements, the Company’s geographic expansion beyond Europe is clearly focused on the US, Latin America and Asia.
Regardless of the inaccuracy of Seneca’s assertions about migration to Denmark, it is nevertheless a depressingly xenophobic claim for anyone to make in the context of ProBiotix’s global aspirations.
4. The ‘Real’ Requisition
Given the background to the Requisition discussed above, the Company was surprised that, in OPTI’s response to the announcement of the Requisition on 26 September 2024, Chairman Neil Davidson felt able to comment in a way that implied OPTI was wholly detached from Seneca’s actions:
“I am sure that Seneca Partners have only taken this action as an institutional shareholder after much careful consideration and for good reason.
Shareholder activism led by institutional shareholders is an important aspect of corporate governance and should generally be seen as an indication that serious failings have been identified which need to be addressed in the best interests of all shareholders.”
The Company was equally surprised by the reference to “serious failings” in OPTI’s announcement, given the complete lack of evidence for this in the Statement and in reality. We totally refute these unfounded and unsubstantiated allegations, which are entirely without merit.
As Shareholders will have seen from some of our recent announcements, the growth trajectory of ProBiotix is robust and the Independent Directors believe that the Company will continue to prosper.
OPTI’s statement further underscores our belief that the Requisition is actually driven by OPTI’s agenda and its desire to regain control of ProBiotix for its own benefit only.
Relative Trading Performance
ProBiotix
ProBiotix continues to develop probiotics to tackle cardiovascular metabolic health and other lifestyle conditions which continue to affect increasing numbers of people across the world.
Although the Company is still at a relatively early stage of its journey, it is starting to make significant progress, as demonstrated by our recent strong trading momentum. This is in no small part thanks to the tireless efforts of your Chief Executive, Steen Andersen.
The Company’s interim results for the six months to 30 June 2024 demonstrated the ongoing momentum in the business, with turnover increasing 84 per cent. to £1.01m and gross profit margins rising significantly. It was also stated that current trading was showing strong momentum, as recently confirmed in our Q3 trading update (for the 9 months to 30 September 2024). This revealed sales increasing by 39 per cent. to £1.525m (2023: £1.099m) and gross profit up 40 per cent. to £0.87 million, with gross profit margins edging up to 58 per cent. (2023: 57 per cent. ).
Following the success of one of our key commercial US partners on Amazon and with the launch in 2,000 Target stores, a further sales push in the US is planned for Q4 2024. Moreover, two leading US supplement brands have successfully developed line extension products based on LPLDL®. Both companies are looking at 2025 product launches in both physical stores as well as online.
The short and medium-term focus of the Company remains to build its customer acquisition in Europe and to establish a commercial platform in North America. ProBiotix has previously set out its strategy, which details the belief of the Independent Directors that over the next five years the Company is on track to reach planned sales of at least £10m, while moving the balance of the business from bulk sales of LPLDL® to capture a larger part of the value creation and build up additional barriers around the business.
Driven by the successful stewardship of Steen Andersen, the Company has onboarded more than 10 new customers over the past two years and has established a strong sales pipeline with more than 30 active sales projects. Recent new strategic deals include commercial partnership agreements in China, with DanCare Health, in Greece, with Eifron SA, in the Ukraine with Deutsch-Pharm and in Mexico with Raff. Further distributor agreements are currently in negotiation which would open up yet more channels to the Company.
Since our demerger we have continued to win new distributor partnerships, gain more customers, reduce losses and, crucially, drive our sales higher.
OPTI
In marked contrast, the recent interim results for OPTI show a business (now smaller than ProBiotix in terms of sales) very clearly going in reverse.
In the six months to 30 June 2024, OPTI’s sales fell 21 per cent. to £276,000. (The Independent Directors believe that at least 20 per cent. of OPTI’s sales relate to online sales of the CholBiome® brand containing ProBiotix’s LPLDL®, which is sold by OPTI under a licensing agreement with the Company. This agreement is currently terminable by ProBiotix on giving 6 months’ notice.) During the same reporting period, OPTI’s operating losses increased 40 per cent. to £1.066m and the pre-tax loss jumped 51 per cent. to £2.8m (H1 2023: £1.85m).
As at 30 June 2024 OPTI had a cash balance of £1.26m. Based on these most recent numbers, the Independent Directors estimate OPTI to be burning c.£140,000 of cash every month due to a bloated overhead and its struggle to gain commercial traction for its products. The Independent Directors believe that if these monthly losses continue, OPTI will be forced to launch a rescue financing before the end of Q1 2025.
The Independent Directors believe that this is where the real reason for the Requisition lies – a dire and pressing need for OPTI to re-integrate ProBiotix and utilise ProBiotix’s cash to provide the funding OPTI will soon require.
5. Relationship Agreement and OPTI’s recent conduct
Under the terms of the Relationship Agreement dated 31 March 2022 between (1) OPTI, (2) Peterhouse Capital Limited (“Peterhouse”), (3) SOH and (4) the Company, OPTI undertook to act in the manner set out below as regards its shareholding in the Company:
(a) clause 3.1.1 of the Agreement requires OPT! to exercise its powers to ensure that the Company can carry on its business independently of OPT!.
Notwithstanding the provisions of clause 3.1.1, OPTI has spent the last four months actively pressing for the dismissal of Steen Andersen.
(b) clause 3.1.4 of the Agreement requires OPT! to exercise its powers to ensure that the Company is managed for the benefit of all members as a whole.
The removal of Steen Andersen as the Company’s CEO would cause immense disruption to the business of the Company, to the detriment of all Shareholders.
Incredibly, neither OPTI (nor Seneca) have ever suggested a replacement for Steen Andersen, merely requiring that he be dismissed. Leaving the Company leaderless at such a crucial juncture is not for the benefit of Shareholders.
The Company would be without a CEO for the period it took to find a replacement and would have to bear the cost of Steen’s lengthy notice period. Moreover, the Company’s employees in Denmark would very likely resign in protest, as they were recruited by, and are loyal to, Steen Andersen.
The Independent Directors believe that the dismissal of Steen Andersen would likely cripple the Company’s business. Such an action cannot be said to be for the benefit of Shareholders as a whole and so clearly breaches clause 3.1.4.
(c) clause 3.2.7 of the Agreement requires OPT! not to influence the day-to-day running of the Company or any member of the Company’s group.
Requiring Mr Andersen to be removed as a Director is a direct breach of this obligation.
(d) clause 3.3 of the Agreement requires OPT! not to requisition a shareholder meeting to consider (or exercise its voting control in favour of) a resolution to appoint or remove any director of the Company except with the prior written approval of Peterhouse.
In its announcement of 26 September 2024 reacting to the Requisition, OPTI said that it intended to vote its holding in support of the Resolutions proposed by Seneca. This would be a clear breach of clause 3.3 of the Agreement.
Under the terms of clause 5 of the Agreement, SOH undertook to the Company and Peterhouse that he would neither personally, nor in concert with OPTI, cause OPTI to breach clauses 3.1, 3.2 or 3.3 of the Agreement. Given his position as Chief Executive of OPTI and in light of assertions made to the Company by OPTI that all of its directors support the dismissal of Steen Andersen, the Independent Directors believe that SOH is also in breach of the Agreement.
The Agreement was specifically designed to protect all Shareholders from unnecessary and unwarranted influence by the Company’s major Shareholder, OPTI. The Independent Directors believe that the continual breaches of the Agreement by OPTI and its Chief Executive, SOH, demonstrate that neither OPTI nor SOH have any regard for their legal obligations under the Agreement or for Shareholders’ interests.
6. Steen Andersen
It is worth providing Shareholders with some further background as to the credentials of Steen Andersen and the rationale for his Board appointment. Mr Andersen was previously Chief Executive of probiotic specialist Bifodan, which developed and manufactured probiotics for the global dietary supplementary industry. He worked there for 10 years with the initial phase involving a turnaround of the business as the Company was in need of significant remedial work. Mr Andersen developed a clear strategy and shaped, as well as professionalised, the company which led to wider global sales and increased profitability; he took Bifodan through two exits within two years.
Bifodan was first sold to a US private equity house for 19x EBITDA (in 2019) and secondly (in 2021) to ADM (for 24x EBITDA) following its continued successful growth. When Mr Andersen joined the business, it was loss making and had sales of approximately £5m; when he left, sales had increased significantly to approximately £17m and it was highly profitable. During his tenure, new major customers he secured included Amway, Chr. Hansen, Takeda and Bayer. Moreover, the customer base grew from three customers which accounted for 80 per cent. of the business to a portfolio of 50 strong diversified customers with no single customer accounting for more than 10 per cent. of sales.
As further evidence of his ability to deliver, Non-Executive Director Marco Caspani has made the following comment:
“I have had the pleasure of working with Steen for over a decade, and during this time, I have come to deeply appreciate his extensive experience and profound knowledge in the industry. His expertise spans a wide array of areas, and he consistently brings strategic insights and pragmatic solutions to every challenge he encounters. This combination of strategic vision and a hands-on approach has been instrumental in driving the success of every business he has been involved with.
One of Steen’s greatest strengths is his exceptional ability to build and nurture strong, lasting relationships with key stakeholders, both internally and externally. Whether collaborating with colleagues or liaising with clients, Steen has cultivated a network of trust and cooperation that has greatly benefited our organisation. These relationships are invaluable, and his ability to manage and strengthen them is a testament to his outstanding interpersonal skills.
In my opinion the loss of Steen would pose a significant risk to the strategic development of our company. His departure could destabilise the crucial internal and client-facing relationships he has cultivated over the years, which would jeopardise our ability to maintain the momentum we have built under his leadership.”
When Mr Andersen’s appointment as Chief Executive was announced on 14 June 2022 (though there was a notice period for him to honour thereafter), SOH commented: “Steen’s industry reputation, network of contacts, experience and track record of growing sales and profitability will help accelerate the growth and recognition of ProBiotix Health in its next phase of evolution.”
Mr Andersen joined the Company officially on 2 January 2023 with the following comment made by SOH in the 2022 Annual Report (which was issued on 28 June 2023):
“This appointment was part of a long-planned strategy to appoint an experienced industry business leader to the Company to drive sales and profitability.”
The Independent Directors believe that all these comments remain accurate, particularly in light of the substantial growth ProBiotix has achieved and the positive opportunities ahead for the Company.
7. The Independent Directors’ opinion on the Requisition
The Independent Directors’ opinion on each of the Resolutions is set out below.
1. To remove Steen Andersen as Chief Executive
The Independent Directors (excluding Steen Andersen) confirm their undivided confidence in Steen Andersen and remain fully supportive of retaining him as Chief Executive.
Seneca and OPTI have given little grounds as to their reasons to remove Steen Andersen from his post of Chief Executive. Crucially, neither Seneca nor OPTI have ever suggested a replacement for Steen Andersen, merely requiring that he be dismissed. This is clearly not in the best interests of Shareholders and cannot be supported.
The Independent Directors (excluding Steen Andersen) therefore recommend that all Shareholders vote AGAINST Resolution 1.
The Independent Directors resolutely believe that, as a small company, Steen is a ‘Key Man’ risk and to lose him at this stage of our development would be a huge blow for the Company. As has been outlined, not only would his removal prove a costly exercise (not least due to no historic failings or need for any disciplinary procedure) it would put at risk a number of key customer relationships.
Recent news confirms that the Company is gaining distributors, winning new clients and growing its sales; this is due to a stable management structure under the leadership of Steen Andersen. Contrast this with OPTI, which, under SOH, has been through a number of executive Directors. The stability of quality management at ProBiotix is the driver to the success of our Company.
The Company has secured sizeable contracts and a number of new distribution agreements under Steen’s leadership, the full benefit of which will be felt in FY25 and beyond.
2. To remove Frederik Bruhn-Petersen as a Non-Executive Director
The Independent Directors (excluding Frederick Bruhn-Petersen) confirm they are fully supportive of retaining Frederik Bruhn-Petersen as a Non-executive Director.
The Independent Directors (excluding Frederik Bruhn-Petersen) therefore recommend that all Shareholders vote AGAINST Resolution 2.
The Independent Directors (excluding Frederik Bruhn-Petersen) believe that, following the Subscription and the commitment shown by the family business of Frederik Bruhn-Petersen (the father of Frederik Bruhn-Petersen, who shares the same name) it is entirely appropriate for Frederik Bruhn-Petersen to be a Non-executive Director of the Company. He provides a useful and complementary range of skills to the Board, as proven by his historic corporate track record.
3. To remove any person appointed by the Board, after the date of this notice*, as a Director of the Company.
* being 24 September 2024, the date of the Requisition.
ProBiotix has not appointed anyone else to the Board apart from Frederick Bruhn-Petersen and has no intention to appoint anyone else currently to the Board. This resolution would appear to be little more than an attempted ‘spoiling tactic’.
The Independent Directors therefore recommend that all Shareholders vote AGAINST Resolution 3.
8. General Meeting
As mentioned above, the General Meeting has been requisitioned by Platform pursuant to section 303 and 314 of the Act. Pursuant to section 314 of the Act, Platform have requested the Company to circulate to Shareholders the Statement at the same time as the Notice of General Meeting is circulated to them. The Statement is set out in the Appendix to this document.
A summary and brief explanation of the resolutions to be proposed at the General Meeting is set out below. Please note that this is not the full text of the Resolutions, and you should read this section in conjunction with the Resolutions contained in the Notice at the end of this document. The following resolutions will be proposed at the General Meeting:
Resolution 1, which will be proposed as an ordinary resolution, is to remove Steen Andersen as a Director of the Company.
Resolution 2, which will be proposed as an ordinary resolution, is to remove Frederik Bruhn-Petersen as a Director of the Company; and
Resolution 3, which will be proposed as an ordinary resolution, is to remove any person appointed by the Board, after the date of this notice*, as a Director of the Company.
*being 24 September 2024, the date of the Requisition.
The General Meeting will be held the offices of BPE Solicitors LLP, St James House, St James Square, Cheltenham GL50 3PR at 10.00 a.m. on 1 November 2024.
9. Action to be taken by Shareholders
A form of proxy for use at the General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, you are requested to complete and sign the form of proxy and return it to the Company’s Registrars at 3 The Millennium Centre, Crosby Way, Farnham, GU9 7XX, so as to arrive no later than 10.00 a.m. on 30 October 2024. The return of a form of proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so.
10. Importance of the vote
The Independent Directors believe that Shareholders are faced with a stark choice. If the Resolution to dismiss Steen Andersen is approved, the Company will be in an extremely vulnerable position, which could also lead to the exit of other key personnel. Steen’s dismissal would trigger a high risk that the Company would lose its strategic direction, through the loss of significant sales and partnership agreements and thus disrupt the clear strategy towards profitability.
Neither Seneca nor OPTI have ever suggested a replacement for Steen Andersen; they simply insist that he be dismissed. The Independent Directors believe that to act as requested by Seneca and OPTI would be reckless and irresponsible and demonstrably not in the best interests of Shareholders. The proposal to dismiss Steen Andersen cannot be justified or supported.
Not only would the dismissal of Steen Andersen be costly, due to the sums which would be owed to him under his employment contract, but it would also leave the Company without the leadership it needs and the ability to continue to negotiate new customer agreements at a highly critical stage in its development.
For the many reasons set out in this document, the Independent Directors strongly urge shareholders to vote against the Resolutions and allow the Board to continue to drive value by furthering the expansion of your Company.
Now that the Company is finally fully funded, we can push decisively toward our medium term objective of delivering a business capable of achieving annual sales of at least £10m.
The continued leadership of Steen Andersen is absolutely fundamental to the successful execution of this strategy.
The dismissal of Steen Andersen is not in the best interests of Shareholders.
11. Recommendation of the Independent Directors
As Steen Andersen and Frederik Bruhn-Petersen are, respectively, the subjects of Resolution 1 and Resolution 2, they have not participated in the recommendation in respect of Resolution 1 and Resolution 2 respectively.
The Independent Directors (other than Steen Andersen in respect of Resolution 1 and Frederik Bruhn-Petersen in respect of Resolution 2) firmly believe that the Resolutions are NOT in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Independent Directors (other than Steen Andersen in respect of Resolution 1 and Frederik Bruhn-Petersen in respect of Resolution 2) recommend that Shareholders vote AGAINST all the Resolutions as the Independent Directors, and parties associated with them, intend to do in respect of their aggregate shareholdings of 36,302,857 Ordinary Shares, representing 22.95 per cent. of the issued share capital of the Company.
Yours sincerely,
Adam Reynolds
Chairman“
Quoted Micro 30 September 2024
AQUIS STOCK EXCHANGE
Seneca Partners has requisitioned a general meeting at ProBiotix Health (PBX) to remove chief executive Steen Andersen and Frederik Bruhn-Petersen, whose family office recently subscribed for shares, from the board. Seneca was an early backer of OptiBiotix (OPTI), which spun off ProBiotix Health and whose boss Stephen O’Hara is on the board. OptiBiotix was unhappy with the share subscription and concern about the increase of the number of employees in Denmark.
Brewer Adnams (ADB) interim revenues improved from £30m to £31.9m and the loss was reduced from £4m to £2.55m. NAV fell to £19.9m at the end of June 2024. The funding review is continuing. Proposals for additional funding have not been at suitable cost, so non-core assets will be sold to reduce debt. Adnams improved market share in the off-trade, but sales to pubs and bars declined faster than the market.
Music artist talent management services provider All Things Considered (ATC) increased interim revenues from £3.4m to £19.6m, helped by a sharp increase in services revenues and an initial contribution from the live events division. The loss rose from £1.14m to £1.26m. Net cash is £1.68m. The first major production for the ATC Experience division is Hamlet Hail to the Thief, which combines Shakespeare and Radiohead.
Skin treatments developer Incanthera (INC) says the initial launch of the SKIN + Cell is being expanded and the products will be in the European retail network of Marionnaud sooner than originally planned. That is 1,200 outlets and this should be enough to move Incanthera into profit. Full timing of the launch is still being discussed. There are also plans for additional products.
Trading in Essentially (ESSN) shares has been suspended pending an investigation.
Cleantech engineering company Time to ACT (TTA) reported a loss of £1.1m on revenues of £1.89min the year to March 2024, which was prior to flotation. There was a profit the previous year, but that was due to a one-off payment of £1.5m. Oberon forecasts revenues of £2.2m this year but points out the lumpy nature of revenues. There would still mean the company would be loss making.
Invinity Energy Systems (IES) joint venture development partner Gamesa Electric has ordered a 1.2MWh Mistral battery for a solar and wind generating site in Spain. This was announced at the same time as the interims, which were already well flagged. Interim revenues were £1.6m and the cash outflow from activities was £12.4m.
Bad debts of €1.09m were recovered by Black Sea Property (BSP) helped it move into profit in the six months to June 2024. Net assets are €50.6m.
Cadence Minerals (KDNC) made an interim loss of £2.5m, while net assets were £17.8m at the end of June 2024. The net cash outflow from activities was £300,000 and net cash was £100,000.
IntelliAM (INT) generated revenues of £106,000 between July 2023 and March 2024 and lost money.This is the period before the acquisition of 53 Degrees North Engineering. There was cash of £91,000 at the end of March 2024.
Equipmake (EQIP) has received an additional order from South American bus manufacturer Agrale. Equipmake will supply parts for the MA11 light bus platform, which is an electric/ethanol hybrid.
Hot Rocks Investments (HRIP) is investment in the Oscillate (MUSH) placing to help it finance the acquisition of Quantum Hydrogen. The investment company is buying shares in Oscillate at 1p each and they come with a warrant exercisable at 2p. The total fundraising is £700,000.
Coinsilium (COIN) reported that interim revenues slumped to £3,000, but the digital assets investor and services provider moved from loss to profit. That was due to a net fair value gain on financial assets of £336,000. Cash was £430,000 at the end of June 2024.
Igraine (KING) had £84,000 in the bank at the end of June 2024, following an interim loss of £67,000. The board is evaluating new opportunities.
Valerium (VLRM) has launched VLRM Capital Management in Gibraltar and it will act as director of VLRM Capital Management VSA Private Fund. The fund will use volume spread analysis to generate returns. Valerium chairman James Formolli has invested £1m in the fund.
Marula Mining (MARU) has updated its mine development plan for the Kinusi copper mine in Tanzania. The infrastructure is suitable to support open pit mining and two-phase copper processing operation to produce copper cathode.
Wishbone Gold (WSBN) is receiving A$55,000 from the Western Australian government towards exploration of the Nullagine tenements at Mosquito Creek.
Phoenix Digital Assets (PNIX) had net assets of 5.07p/share at the end of June.
Voyager Life (VOY) says that M3 Helium, which it has an option to acquire, plans a second frack on the Nilson well. This is a fully funded programme with investors providing $170,000 for a 25% interest in the well.
Ormonde Mining (ORM) says cash decreased by €769,000 in the first half of 2024. Net assets were €5.06m at the end of June 2024, with cash of €1.54m.
Globa Capital (GCAP) had net liabilities of £485,000 at the end of June 2024. There is support from shareholders and loan note holders to meet ongoing costs.
TechFinancials (TECH) had cash of $318,000 at the end of June 2024. Management is seeking investment opportunities.
Vinanz (BTC) raised £608,000 at 13p/share. This will fund the acquisition of more Bitcoin miners.
Lift Global Ventures (LFT) appointed Oberon as corporate adviser and broker.
RAJ Bailey acquired 10,000 shares in Daniel Thwaites (THW) at 85.25p each. It taks the director’s stake to 1.32%.
AIM
Floorcoverings supplier Airea (AIEA) had already flagged the weak second quarter trading. Interim revenues were 6% lower at £9.3m and there was a swing from a pre-tax profit of £620,000 to a loss of £68,000. Airea does not appear to be losing market share, and third quarter trading has been stronger. The investment in the manufacturing facility continues and should be completed in early 2025. There is still net cash even though inventories have increased.
Software and maintenance services provider Pennant International (PEN) says that the UK strategic defence review has led to delays in training contracts. This part of the business is being reviewed with plans to focus on a software-led model. Interim revenues were 4% higher at £7.4m despite a decline in North American revenues because of the splitting up of a large Canadian contract. There was a move back into a modest profit. A new software product will be launched in early 2025. Cavendish still expects a full year loss of £400,000, but it is reviewing its 2025 figures.
Telematics services provider Microlise (SAAS) has secured a five-year contract renewal with JC Bamford up until September 2029. The technology enhances connectivity and diagnostic capabilities to improve productivity. The relationship has lasted 14 years.
Graphene technology developer Directa Plus (DCTA) is taking a cautious approach to the environmental remediation tenders that it has been expecting to be awarded. These have been removed from forecasts and full year revenues are estimated at €7.3m, down from €10.5m, with a loss of €5.1m. The interim revenues declined 27% to €3.45m, although this was partly offset by the concentration on higher margin business. If Directa Plus wins one of the tenders, then revenues could rise significantly over the next year. There should still be net cash of €5.2m at the end of 2024, so Directa Plus can wait for the tenders to come through.
Shield Therapeutics (STX) has revealed phase 3 paediatric study results for ACCRUFeR, its iron deficiency anaemia treatment, that show highly clinically relevant effectiveness. This will support filings with the FDA and the European authorities for children older than one month. The FDA filing should be in the first quarter of 2025.
Ondine Biomedical Inc (OBI) has raised £2.8m at 12.5p/share, although the transaction is not expected to be completed until early November. This follows a partnership with Sweden-based Molnlycke Health Care that will take the Steriwave nasal antimicrobial treatment in the European and Middle East markets. The UK is the initial focus. The addressable market is $300m.
Cora Gold (CORA) says exploration work at the Sanankoro gold project in southern Mali has identified twenty new targets within eight gold bearing structures – four primary and four secondary structures. There are seven key targets. This provides potential to extend the existing gold resource of 920,000 ounces. There are signs that the Mali government may lift the moratorium on issuing permits. The existing DFS was based on a gold price of $1,750/ounce and even at this price level the project would generate $71.8m of free cash in the first year.
Clean Power Hydrogen (CPH2) has completed the final stage of the Factory Acceptance Test for the MFE110 electrolyser. The customer is Northern Ireland Water, and it will deploy one unit. This should help to spark more serious interest from other potential customers.
Fluid power products supplier Flowtech Fluidpower (FLO) had already pre-empted the interims in its July trading statement, but trading got tougher in the third quarter. Interim sales fell 6% to £55.7m with customers deferring orders. A recovery was expected in the second half, but revenues are likely to be flat leading to a 2% decline in revenues to £110m. Pre-tax profit is forecast to slump from £4.3m to £1.7m before recovering next year.
Emmerson (EML) is hopeful that it will receive the environmental permit for the Khemisset potash project in Morocco before the end of the year. There will also be the release of lab results from the second round of crop trials that examine the effectiveness of the potash providing phosphate to lettuces. Emmerson currently has $1.7m in cash. This should last well into 2025.
Hummingbird Resources (HUM) has launched an operational and strategic review and Dan Betts is moving from chief executive to chairman of the gold producer. A new boss is being sought. Lower than expected mining volumes mean that Kouroussa will take until the end of the year to reach commercial production. A $30m prepayment gold loan has been agreed with CIG. Gold will be delivered to CIG each month.
Energy services supplier Enteq Technologies (NTQ) has raised £1.5m from a placing and subscription at 5p/share. A retail offer could raise up to £500,000 and it closes on 30 September. The cash will help to finance the commercial launch of the SABER (Steer-at-Bit Enteq Rotary) tool. Testing with the first customer is ongoing. The fleet of SABER tools will be raised to ten.
Spirits supplier Distil (DIS) is raising £650,000 at 0.12p/share with non-exec Roland Grain subscribing £200,000 and Dr Graham Cooley £90,000. The shares come with placing warrants exercisable at 0.36p each. Allenby has been appointed as broker. The cash will fund promotion and production of stock.
MAIN MARKET
Highway Capital (HWC) has ceased discussions for the purchase of Guinevere Capital Esports and Entertainment. A capital restructuring is planned so that debt can be converted into equity and more cash raised via a share issue. The 2022-23 and 2023-24 accounts should be published by November. Trading in the shares was suspended in 2016.
Andrew Hore
Quoted Micro 9 September 2024
AQUIS STOCK EXCHANGE
Good Life Plus (GDLF) raised £275,000 from a convertible loan note issue that expires on 31 August 2025 when it can be repaid at a 10% premium or converted into shares at a 10% discount to the weighted average price over the previous month. If there is £2m raised in a share issue, then the loan notes are immediately convertible at a 10% discount to the issue price. The coupon is 10%. Following this issue, a partnership was announced with a major UK mobile operator. Good Life Plus will offer promotions to help with engagement with tens of millions of subscribers. This will provide access to potential subscribers to the Good Life Plus platform. There should be other partnerships in the coming months. The share price increased 3.28% to 3.15p. This is a new high for the shar price.
It is taking longer than anticipated Invinity Energy Systems (IES) even though the long duration energy storage market is growing. More time is required to develop the Mistral next-gen product to reduce costs. There is uncertainty about the timing of the recognition of revenues. The 2024 revenues were expected to be £36.3m, but it is likely to be lower. Jonathan Marren is replacing Larry Zulch as chief executive. There was £49.2m in the bank at the end of June 2024.
ProBiotix Health (PBX) is raising £1.2m at 3.36p/share. OptiBiotix Health (LON: OPTI) is unhappy with the latest fundraise by ProBiotix Health and claims a typo in the AGM notice means that it should not be allowed to issue more shares except on a pre-emptive basis. The company previously said that it had enough cash. ProBiotix Health believes that the error is not relevant. The underlying problem seems to be the high discount of the fundraising price to the market price.
EDX Medical (EDX) has signed a distribution agreement with Caris Life Sciences. They will work together to distribute Caris molecular profiling services in the UK and Nordic countries. The deal lasts for three years, and additional regions and products could be added.
Recycling services provider Majestic Corporation (MCJ) has agreed to acquire Deeside-based Telecycle Europe for up to £2m. The acquisition target already acts as a tolling agent for Majestic Corporation, and it is owned by Peter Lai, the 71.9% shareholder in Majestic Corporation. The deal will secure a steady supply of recyclable materials and should improve margins. In 2021, Telecycle Europe mad a post-tax profit of £175,000. The initial payment is £150,000 and then monthly of payments of £150,000. The full amount is dependent on volumes being met.
Peninsula Yacht Services is adopting SulNOx Group (SNOX) fuel additives for the fuel it supplies from its Gibraltar. The specialist pumping system is being installed following permission from the authorities.
Mortgage Chat has changed its name to Pitch Pit (PICH) and its strategy to become an artificial intelligence and technology accelerator. Chandila Fernando and Judith Hough will head up the new operations, who will join the board after background checks are completed. Brian Stockbridge of First Sentinel has already joined the board. The company plans to raise £500,000.
Oscillate (MUSH) is progressing the proposed acquisition of Quantum Hydrogen Inc. Regulatory approval of the documentation is being awaited and a general meeting should be announced this month.
SuperSeed Capital (WWW) had net assets of 114p/share at the end of June 2024.
Equipmake (EQIP) announced that the HTM-3500 heavy vehicle electric motor maintains its peak performance of 3,500Nm and 400kW, while its continuous power output has doubled to 200kW at 2,500rpm.
Time to ACT (TTA) subsidiary GreenSpur has won a design contract to develop an optimised wind turbine generator for XFlow Energy.
DXS International (DXSP) has changed its corporate adviser to Hybridan. Wishbone Gold (WSBN) has appointed Tavira Financial to replace SP Angel as corporate broker. A new investor relations strategy will be announced shortly. Tennyson Securities has published research on Tap Global Group (TAP). It is available via www.tennysonsecurities.co.uk.
AIM
Weak demand from independent restaurants and bars in the UK and internationally held back the interims of ceramic products manufacturer Churchill China (CHH). Independents are suffering from higher costs. Demand from national chains has held up better. Revenues fell from £44m to £40.6m, while the underlying pre-tax profit edged up from £4.7m to £4.8m. This is because capital investment has helped to improve margins. The interim dividend was raised 4.5% to 11.5p/share. The full year outcome is dependent on fourth quarter trading.
Agricultural products supplier Camellia (CAM) says trading conditions eased slightly in the first half of 2024, but they are still difficult. Revenues improved 7% to £105.1m and the loss was reduced from £15.1m to £9.7m. There is no interim dividend. The loss from tea fell, while nuts and fruits profit more than trebled to £3.2m. The engineering business returned to profit. Net cash is £24.1m and there is an investment portfolio worth £37.6m. The full year loss should be between £10m and £12m.
Signing up Donlim Group for a filtration technology licence did not offset the weaker trading news at laundry filtration technology developer Xeros Technology (XSG). Indian licensee IFB has delayed the launch of new 9kg washing machine until next year and French environmental standards for microplastics have not been clarified. Donlim owns the Morphy Richards brand, and it will manufacture the XF3 external filter under licence from the middle of next year. The 2024 pre-tax loss estimate has been raised from £2.7m to £4.3m. William Black and Armstrong Investments have increased their stake from 6.34% to 7.3%.
Rockfire Resources (ROCK) has increased the size of the resource at the Molaoi zinc lead silver germanium deposit in Greece by 500%. The JORC 2012 compliant mineral resource estimate is 15 million tonnes at an average grade of 9.96% zinc equivalent. Allenby estimates that it is one of the top 20 undeveloped zinc prospects. There is also 4.8mt of germanium. There are high recovery rates. Only 2.1km of the 7km potential strike has been tested so far. Allenby estimates a fair value of 2.6p/share.
Hostels operator Safestay (SSTY) improved interim revenues by 7% to £10.7m and the loss reduced from £947,000 to £113,000. Sales to the end of August were well ahead of last year and forward bookings are strong into next year. The lease of the loss making Venna hostel has been surrendered. Four new properties have been added this year. NAV increased by 17% to 49.8p/share.
Real-time financial data provider Arcontech (ARC) increased full year revenues by 7% to £2.9m and pre-tax profit improved from £1m to £1.1m. More than 90% of revenues are recurring. Net cash was £7.2m at the end of June 2024. The dividend has been raised to 3.75p/share. Pre-tax profit is set to fall this year because of investment in sales.
Andrew Carter has resigned as chief executive of wines producer Chapel Down Group (CDGP) and will become the boss of Timothy Taylor next year. Interim revenues fell 11% to £7.12m due to a slump in off-trade sales. There was not the expected restocking by retailers. Pre-tax profit slumped to £40,000. Net debt was £5.8m at the end of June 2024 after investment in further planting at the Buckwell vineyard.
Shield Therapeutics (STX) had $8.1m in gross cash at the end of June 2024 with a milestone payment of $5.7m expected in the second half. The first half cash outflow was $5.8m. Management believes that the business should be monthly cash flow positive during the second half of 2025. Iron deficiency treatment ACCRUFeR generated revenues of $11m in the US in the first half and total group revenues were $12.1m. Full year US revenues could be $27m.
A recovery in the Hercules Site Services (HERC) share price led to a decision to raise £8m via a subscription and placing at 49.5p/share. Morson chief executive Ged Mason subscribed for 9.5% of the enlarged share capital. Majority shareholder Brusk Korkmaz has sold 6.06 million shares to Wasdell Packaging, whose majority shareholder Martin Tedham has been appointed as a director.
First Property (FPO) has launched a one-for-three open offer to raise £2.96m at 8p/share. It is underwritten by directors Ben Habib and Alasdair Locke. The cash will settle the deferred payment for the Blue Tower property and finance the completion of the fit-out.
MAIN MARKET
Precision components supplier Carclo (CAR) says trading is in line with expectations with margins prioritised over volumes. The restructuring of US operations is ahead of schedule. Aerospace demand is strong, which has helped the speciality division.
Andrew Hore
Quoted Micro 6 November 2023
AQUIS STOCK EXCHANGE
Cadence Minerals (KDNC) says that the 36.2%-owned joint venture that owns the Amapa iron ore project in Brazil has signed a memorandum of understanding with Sinoma Tianjin Cement Industry Design, which will provide a final proposal to complete a definitive feasibility study for the project and then submit a fixed price contract to construct the project. It will also attempt to obtain the financing required. Chief executive Kiran Morzaria bought 100,806 shares at 7.4p each.
Adsure Services (LON: ADS) joined the Access segment on 30 October. It did not raise any additional money and was valued at £4.76m at the introduction price of 45p. Fareham-based Adsure Services acquired TIAA in September. It is a specialist business assurance provider that has been operating for two decades. In the year to March 2023, TIAA revenues improved from £8.82m to £9m, while pre-tax profit dipped from £580,000 to £274,000. That is due to higher overheads. TIAA had £1.86m in the bank and net cash of £1.15m. Dividends have been paid by TIAA and the equivalent last year was 1.35p/share.
Substrate Artificial Intelligence (SAI.B) has agreed the acquisition of 70% of BINIT and DELTANOVA for €5.4m and €600,000 respectively, which is payable in shares. They are software development consultancy businesses, and the share issue has to be approved by shareholders.
CBD products supplier Voyager Life (VOY) expects interim revenues to be more than £165,000 and a gross margin of 43%. The manufacturing division is receiving more enquiries. The government has accepted recommendations for standardised cannabinoid testing and there could be a relaxation of the maximum cannabinoid content of products.
Helium Ventures (HEV) had nearly £65,000 in cash at the end of April 2023, plus interests in Blue Star Helium and Trackimo.
Semper Fortis Esports (SEMP) had cash of £160,000 at the end of July 2023. Management is still assessing a potential reverse takeover of GL Membership.
ChallengerX (CXS) generated cash from operations in the quarter to September 2023, although there was an overall outflow of £47,000, leaving £1,000 in the bank. More cash will be required to develop the FlashBet Wheel App.
Wishbone Gold (WSBN) has confirmed the mineralised base metal system at Cottesloe in the Paterson Range, Western Australia. There is copper, zinc, silver, lead and cobalt. This is before the drilling has hit the target mineralisation zone.
KR1 (KR1) holds an allocation of 7.5 million TIA – the digital asset of Celestia – KR1 plans to start staking activities on the Celestia network. At the end of September 2023, NAV was 45.11p/share.
TruSpine Technologies (TSP) says that the FDA 510(k) application for Cervi-LOK has oved to the substantive review stage.
Fuel additives developer SulNOx Group (SNOX) generated second quarter revenues of nearly £54,000, which was lower than the previous year. There was £562,000 in the bank and a further £700,000 has been raised since then.
Ananda Developments (ANA) has signed a MOU with Nottingham Trent University to pursue grant funding for the medicinal cannabis breeding programme. The intention is to develop a formal strategic partnership.
IamFire (FIRE) had cash of £149,000 at the end of April 2023, following a £768,000 cash outflow from operations. Investee company WeShop is making good progress. However, there is material uncertainty as a going concern and more cash is required or bond terms will need to be renegotiated.
NFT technology company Looking Glass Labs (LON: NFTX) had net assets of C$837,000 at the end of July 2023.
Arbuthnot Banking (ARBB) non-exec directors Jayne Almond bought 3,000 shares at an average price of 912.5p each. Shepherd Neame (SHEP) director George Barnes bought 1,000 shares at 735p each. Marula Mining (MARU) chief executive Jason Brewer has exercised 400,000 warrants at 4p each.
BWA Group (BWAP) is raising up to £900,000 at 0.5p/share with one warrant for every two shares exercisable at 0.6p each up until October 2024 and 0.75p after that up until October 2026. The cash will be used for exploration at two heavy mineral sands claim areas.
Mental health treatments developer Mydecine Innovations Group (MYIG) says that it is filing a prospectus supplement so that it can issue 7.36 million shares at 15 cents/share to raise $1.1m.
AIM
Product management software supplier Sopheon (SPE) has received a bid approach from IOps Buyer Inc, which is a subsidiary of Wellspring Worldwide Inc. The two companies have agreed in principle to a 1000p/share bid. Due diligence has been completed and discussions are advanced. Chicago-based Wellspring Worldwide provides software and data systems for managing technology transfer and intellectual property.
Velocys (VLS) is the worst performer today because the conditions for the $15m strategic investment from Carbon Direct have not been met. To receive this cash the sustainable fuel developer needs to raise $40m, including $8m already raised, and management is still trying to secure investors. The $15m cash injection is no longer binding. Velocys needs more cash before the end of the year. There is a significant market opportunity in sustainable aircraft fuel, but Velocys is in a weak position when discussing additional funding.
Carbon ceramic disc brakes developer Surface Transforms (SCE) has reduced revenue guidance for 2023 to £8.6m, having generated £6.3m up until October. The previous forecast for 2023 revenues was £13m. There have been problems ramping up production in the second half and it will not be completed until early next year. A new debt facility is being negotiated to enable an increase in annual capacity to £150m.
MC Mining (MCM) has received a bid approach. Two companies that own a 64.5% stake in the South African coal miner say they intend to acquire the shares they do not own, and the indicative offer is A$0.2 to A$0.23 for each share. Independent directors are assessing the indicative offer.
Cerillion (CER) has secured a five-year software deal with a European telecoms company. The deal is worth €12.4m and there is potential for selling other software modules. This deal helps to underpin forecasts.
OptiBiotix Health (OPTI) says that restructuring the management has improved account management and the focus of commercial discussions. The microbiome company has improved its online operation. There are ongoing discussions over potential large contracts.
Roebuck Food Group (RFG) is acquiring Motherwell-based food ingredients supplier Moorhead & McGavin for £2.225m in cash and shares. A placing will raise up to £2.5m at 13.5p/share. Moorhead & McGavin supplies cereals, pasta and rise to the catering sector and generated revenues of £7.26m and EBITDA of £377,000 in 2022. Roebuck Food Group sold its cold storage division, and it has been seeking an acquisition to scale up the business.
In October, podcast company Audioboom (BOOM) generated more than one billion advertising impressions in a month for the first time. The removal of old adverts after 90 days and replacing them with a new focused advert is helping advertising impressions to continue to grow. Fourth quarter revenues are still expected to be at least $19m.
Thor Energy (THR) has completed the stage 2 earn-in spending required to acquire a further 29% of the Alford East copper-gold-real earths project in South Australia. This takes the stake to 80%. Thor Energy has issued 9.26 million shares at A$0.027 each, plus 18.5 million warrants exercisable at A$0.03 each, to Spencer Metals as consideration for the stake.
Seaweed-based animal feed producer Ocean Harvest Technology (OHT) has conducted a successful trial in Georgia for its poultry feed. Mortality rates for the poultry with necrotic enteritis with the company’s feed in their diet fell from 49% to 33%. It also enhances weight gain. Necrotic enteritis costs the poultry sector up to $6bn/year.
Technology businesses developer Frontier IP (FIPP) moved into loss last year because of realised and unrealised losses on its portfolio against a large gain in the previous year. The value of the portfolio fell 17% to £33m, although there were net disposals of nearly £5m. There was a £3.25m cash outflow from operations offset by disposals, leaving £4.6m in cash at the end of June 2023.
Neometals (NMT) has decided not to progress with vanadium tailings retreatment project in Finland because of difficulty in financing. The price of vanadium has been falling in recent months. Neometals will concentrate on licensing its vanadium recovery process. There was cash of A$14.2m at the end of the first quarter.
Real Good Food (RGD) says first half revenues were 2% ahead at £16.1m, although volumes fell by 10%. October revenues appear set to be 6% higher. The cake decorations supplier has significantly reduced its loss due to higher margins. A shortage of cash has held back growth, but the company could be profitable for the full year. Talks continue concerning the extension of the loan agreement with Hilco Private Capital. Interim results will be published in December.
Reconstruction Capital II Ltd (RC2) plans to ask shareholder approval for leaving AIM so that costs can be reduced. It is taking longer than expected to sell investments, so the investment company also intends to extend its life. A matched bargain facility will be arranged.
MAIN MARKET
Esken (ESKN) is selling Esken Renewables to Pioneer Balmoral for £77.6m, plus loan reimbursement of £6.9m. The portfolio of renewable assets has been built up by investing small amounts in equity in businesses. The deal requires shareholder approval. Net proceeds will be £78.5m and £70.6m will be used to repay the committed funding. There are plans to sell Southend Airport. Esken will move from the premium list to the standard list.
Mike Whitlow has requisitioned a general meeting at standard list cash shell More Acquisitions (LON: TMOR) to get Nicholas Tulloch and Jeremy Woodgate to the board and remove the existing directors Charles Goodfellow and Roderick McIllree. The board believes it has enough backing to defeat the resolutions.
Andrew Hore
Quoted Micro 21 March 2022
AQUIS STOCK EXCHANGE
AIM-quoted OptiBiotix Health (LON: OPTI) plans to float its ProBiotix Health subsidiary on the Aquis Stock Exchange and distribute 35%-37% of the shares to its shareholders. ProBiotix, which develops probiotics for treating cardiovascular disease, is expected to have a pre-money valuation of £22.5m and will join the market on 31 March. There are plans to raise £2.5m. OptiBiotix will retain just under 50% of ProBiotix. Peterhouse is corporate adviser.
Oberon Investments (OBE) says revenues will be at least £6.4m in the year to March 2022. Funds under management have grown to more than £1bn and that has been wholly organic growth. Oberon is launching an EIS fund and an IHT service.
Natural food and snack products supplier S-Ventures (SVEN) has been making acquisitions since it floated. This means that the figures for the year to September 2021 are not a good indication of the group as it is currently made up. They show revenues of £1.53m and loss of £1m. Additional warehousing has been secured so that all the group’s requirements can be fulfilled by this site. Two centres have been closed.
National Milk Records (NMRP) has secured an exclusive licence for the exploitation of GenoCells technology in the US. The test can detect mastitis and is being piloted in the UK. The roll out of the test should start at the beginning of 2023.
SuperSeed Capital (WWW) says that SuperSeed Fund II raised £31m. There is a strong pipeline of investment opportunities.
Altona Rare Elements (ANR) is proceeding with phase 2 of the development of the Monte Muambe real earths project with resource drilling that will last for 12 months. This will produce a maiden mineral resource estimate and will cost £1.2m.
Semper Fortis Esports (SEMP) has set up a blockchain-based paly-to-earn gaming division called SMPR Guild. The subsidiary will buy in-game items in the form of NFTs, and active game players can access these items on a revenue share basis. Game-based token rewards are won during playing and they are split between the player and the company.
Cadence Minerals (KDNC) has completed the acquisition of a further 7% of Pedra Branca Alliance, which gives it a 27% interest in the Amapa iron ore project.
Clean Invest Africa (CIA) has raised £100,000 at 0.5p a share and for every two shares an investor receives a warrant exercisable at 1.5p. If these warrants are exercised, then another warrant will be issued that is exercisable at 3p a share.
Chris Akers has increased his stake in Quetzal Capital (QTZ) from 18.3% to 19.1%.
AIM
CleanTech Lithium (CTL) raised £5.6m at 30p a share when it joined AIM. The share price ended the week at 35.5p. The company has potential lithium projects in existing mining areas of Chile. This means that there is nearby infrastructure. CleanTech Lithium has an extraction process that is more environmentally friendly than alternatives. Owning 100% of each of the projects (there is currently an option over part of the Laguna Verde area) provides additional flexibility for financing. There should be updated resource figures during the summer and that will enable a pre-feasibility study to be conducted.
Ceramics and fragrance products manufacturer Portmeirion (PMP) returned to profit in 2021. Group revenues increased from £87.9m to £106m, while underlying pre-tax profit jumped from £1.4m to £7.2m. There was a rebound in revenues in South Korea. Total dividends were 13p a share. Long-term energy contracts have been secured to offset higher gas prices this year. Further profit improvement is expected this year. Healthcare had a strong year helped by Covid, but management believes that spending will
Recruitment firm Empresaria (EMR) bounced back in 2021 even though the aviation recruitment business remained in the doldrums. This shows the benefits of the wide spread of activities both in terms of sector and internationally. Revenues recovered from £54m to £59.5m, while underlying pre-tax profit jumped from £5.2m to £8.6m. This reflects the benefits of investment in group management and resources and there is more to come. Further roll out of IT will also help. Revenues and profit are well below the peak in 2018. The offshore recruitment services division is moving into the Philippines market. There has been a strong start to 2022.
Restore (REST) improved its pre-tax profit by 64% to £38.1m with demand for all parts of the business returning last year. Acquisitions did help the technology business to grow sharply but there was also 5% underlying organic growth for the group as a whole. There are spare bank facilities to fund more acquisitions this year as Restore moves towards its goal of £450m-£500m, which is double the 2021 level.
Packaging and automation equipment supplier Mpac (MPAC) did better than expected in 2021. The 13% improvement in revenues to £94.3m was mainly down to the acquisition of Switchback. Pre-tax profit grew from £6.3m to £8.6m. net cash was maintained at £7.6m. The focus on the healthcare and food sectors has helped Mpac to prosper and the international spread of business is another positive. There is a 26% like-for-like increase in the order book, which was £78.4m at the end of the year.
Tracsis (TRCS) is paying £10.9m, plus up to £2.1m deferred, for rail technology software provider RailComm, which generates revenues of £4.6m. Tracsis had already won a remote condition monitoring equipment contract in the US and the focus will be gaining further contracts for this technology, as well as for software.
Energy efficiency as a service provider eEnergy Group (LSE: EAAS) increased interim revenues by 42% to £9.6m, partly due to energy management acquisitions. Energy efficiency revenues fell during the first half because the corresponding period included work that had moved into that period due to lockdowns. Solar is a sector where management is keen to expand exposure.
Gfinity (GFIN) is raising more cash to cover its losses, but they be near to coming to an end. The esports business is raising a further £2.7m at 1.25p a share, having regularly raised money since joining AIM in 2014. A loss is expected this year, but a reduction in admin costs should help Gfinity to make a profit in 2022-23.
Corporation Financiere Europeenne has increased its bid for CIP Merchant Capital (CIP) from 55p a share to 60p a share. This is still a significant discount to NAV and the bid has been rejected, but the bidder already owns 35.2% and has acceptances of 1.3% of the share capital. Castellain Capital has doubled its stake in CIP to 11.1%.
MAIN MARKET
New Energy One Acquisition Corporation (NEOA) is a cash shell seeking to acquire a business involved in the energy transition sector. It raised £175m at £10 a share. The only real asset is the cash raised in the flotation. The current share price is 989.5p.
Cash shell CYBA CYBA) has acquired its first cyber security business Narf Industries for $25.6m in cash and shares. Narf provides vulnerability research and security protocol design, as well as developing its own cyber security software. A placing raised £6m to help finance the purchase. The placing price of 2p was above the market price, but by the end of the week the price was 2.3p. CYBA may also acquire Polyswarm, although the exclusivity period has ended. CYBA director Steve Bassi is the principal shareholder of the Polyswarm businesses. The estimated cash balance is currently £2.79m. The company is licensing SRI International’s IP that is used in the Narf developed threat intelligence for grid recovery product. SRI will take a stake in CYBA.
Housebuilder One Heritage Group (OHG) has issued £1.5m worth of unsecured corporate bonds and has obtained a standard listing for them. The bond has an annual coupon of 8% and matures in March 2024. The cash will be used to repay loans outstanding from One Heritage SPC, which have an annual interest rate of 12%. There will be a £1.2m loan left that expires in August 2023.
Property investor Town Centre Securities (TOWN) improved underlying net assets to 305p a share, from 284p a share – a 2.4% increase in portfolio value plus help from share buy backs. Three property sales generated £22.5m in the six months to December 2021. There have been subsequent deals. The current loan to value is 47.7%. A 2.5p a share interim dividend is being paid.
Raven Russia (RAV) intends to sell its Russian property assets but retain outstanding loans. Trading in the shares has been suspended and the listing will be cancelled so that the option to sell the assets can be triggered.
Path Investments (PATH) has published the prospectus for the reverse takeover of DG Innovate, which is developing drive and battery technology. The initial consideration is £32.4m in shares at 0.6p each. There is conditional deferred consideration of up to £5.4m depending on the signing of additional customers. Path has raised £2.55m at 0.5p each and warrants exercised at 0.25p each to raise a further £2.08m.
Andrew Hore
Quoted Micro 22 November 2021
AQUIS STOCK EXCHANGE
Globe Capital (GCAP) has reported its 2020 and latest interim results and undergone board changes. Simon Grant-Rennick becomes executive chairman and Burns Singh Tennent-Bhohi an executive director. They are advancing £100,000 via a convertible, which will convert at 0.04p a share following the upcoming AGM. More cash will be raised, and a new corporate strategy announced. There was £23,000 in the bank at the end of June 2021. There were net liabilities. Peterhouse has been appointed as corporate adviser.
Voyager Life (VOY) interim revenues were £59,000 and it remains loss making. There was £1.74m in cash at the middle of November 2021 and monthly overheads are below £50,000. The CBD products supplier is getting its products stocked in retailers and has opened its third store.
Helium Ventures (HEV) has made its maiden investment in Blue Star Helium, which has the Voyager prospect at Las Animas County Colorado. There are indications that it could have one of the highest helium concentrations in the US. A maiden well could be drilled in December.
Sativa Wellness Inc (SWEL) is offering a range of blood tests through 40 Superdrug sites.
Tectonic Gold (TTAU) has completed the Specimen Hill drilling campaign. Initial results for Goldsmith’s Reef, which was mined 100 years ago, has had some positive drilling results and there are more results to come. This will help to secure a partner.
Wishbone Gold (WSBN) is preparing to drill at Red Setter in Western Australia. Four high priority zones have been identified. Wishbone raised £126,000 at 14p a share.
EPE Special Opportunities Ltd (ESO) plans to issue up to 25 million zero dividend preference shares at 100p each.
Pioneer Media Holdings Inc (PNER) has raised C$1.1m at C$1 per unit (one share and one warrant exercisable at C$1.50). Investee company Leaf Mobile Inc is raising cash ahead of a proposed standard listing.
IamFire (FIRE) has an option to subscribe up to $4.5m into convertible loan notes of former Aquis company Boanerges. They convert into shares at 75p each.
Coinsilium Group Ltd (COIN) sold 4.58 million treasury shares at 10p each to raise £458,000.
Omni Egis (OMNI) is leaving Aquis on 24 November.
Scott Livingston has taken a 5.16% stake in Silverwood Brands (SLWD).
AIM
Acoustic and thermal insulation material manufacturer Autins Group (AUTG) has raised £3m at 20p a share, which was a significant discount to the market price. The cash will be used to develop the Neptune acoustic material manufacturing facilities and in product development for electric vehicles.
Steel structures supplier Billington (BILN) has been hit by short-term delays to contracts, which has knocked £3.5m off forecast 2021 revenues. That has led to a halving of the 2021 forecast pre-tax profit to £1.1m. The order book is still strong.
Microbiome-based products developer Optibiotix Health (OPTI) has sold 3.64 million shares in SkinBioTerapeutics (SBTX) at 55p each and raised £2m. Optibiotix still owns 20.7% of the company and that stake is valued at £18m.
Managed IT and networking services provider AdEPT Technology (ADT) increased interim revenues by one-fifth to £34.3m. Underlying pre-tax profit was 16% higher at £3.5m and earnings per share were 30% ahead at 13.2p due to a lower tax charge. Net debt was £31.2m at the end of September 2021, which was after spending £9m on acquiring Datrix.
Ilika (IKA) says that its Stereax and Goliath battery technologies remain on track. Commercial revenues from the smaller Stereax batteries should commence in 2022. Once lithium-ion equivalence is achieved Ilika will seek a partner for Goliath.
Health services provider Totally (TLY) had a strong interim period as insourcing and planned care revenues improved. Organic revenue growth was 14%, while the underlying pre-tax profit was £2.1m. There was £18.3m in cash at the end of September 2021, which provides plenty of fire power for making acquisitions in the out of hospital care sector. The urgent care business has been winning contracts and extensions to existing ones. Full year pre-tax profit could improve from £2.5m to £4.1m with more growth to come from the existing operations as demand returns to more normal levels.
Arden has updated its forecast for Dekel Agri-Vision (DKL) due to shipping delays holding up the start of production at the cashew plant. Palm oil production and revenues continue to grow. This means that the company will not make a pre-tax profit in 2021, but it should still make a substantial 2022 profit.
Trakm8 (TRAK) has not done well in recent years but the latest statement from the telemetry equipment and services provider has sparked an upgrade. The company should breakeven this year and make a significant profit in 2022-23.
MAIN MARKET
Technology-focused shell Red Capital (REDC) raised £4m at 10p a share and after expenses it has total cash of £725,000. The shares certainly jumped when trading commenced and closed at 25.5p. This is the latest vehicle floated by Marwyn Capital founder David Williams.
PYX Resources Ltd (PYX) was already quoted on the NSX in Australia before joining the standard list. PYX is in a strong position as the second largest resources of zircon in the world with zircon prices increasing and demand remaining strong. It has two mineral sands projects in Central Kalimantan in Indonesia with one already in production. No new money was raised. Trading started at 94p a share and ended the week at 92.8p a share. There was solid trading in the shares all week.
Technology Minerals (TM1) was set up as investment company after Stranger Holdings (STPH) decided not to proceed with the acquisition of Technology Minerals and related assets. It has acquired these assets and is building a business that covers the battery cycle from exploration and mining to recycling. The main focus is on the Emperium project in Idaho, where £100,000 will be spent over up to 18 months. The company raised £1.5m at 2.25p a share and issued 786.2 million shares to acquire the assets. The share price opened at 2.6p and ended the first day at 3.25p. It ended the week at 3.5875p.
A general meeting has been requisitioned at East Imperial (EISB) by Andrew Regan of Corvus Capital. He wants to remove two directors and replace them with his picks. The board criticises the experience of his choices.
Andrew Hore
Andrew Hore – Quoted Micro 9 August 2021
AQUIS STOCK EXCHANGE
Chapel Down (CDGP) has announced Andrew Carter as successor to chief executive Frazer Thompson in September 2021.
National Milk Records (NMRP) increased its fourth quarter revenues by 7% to £5.72m. Milk recording revenues grew by 9%. The corresponding period did cover the initial lockdown. Milk prices are holding up at levels where dairy farmers will be profitable. The first phase of IT investment will be up and running later this year.
Boanerges Ltd (BNRG) has paid £25,000 for an option to invest £2m for a 14.3% stake in Fintech Digital Platforms, which owns property search internet portals.
Samarkand (SMK) has secured an extension to its distribution contract with skincare brand 111SKIN until the end of July 2023. Non-exec Keith Higgins has bought 21,739 shares at 146p a share.
Inqo Investments (INQO) had significant write-offs and bad debt provisions in the year to February 2021. This contributed to the more than doubled loss of R13.4m as revenues slumped from R24.4m to R4.2m. The total cash outflow was R14.7m and cash fell below R1m. Kuzuko Private Game Reserve will reopen in September. Uganda-based Four One Financial Services and Kenya-based South Lake Medical Centre both made higher interest payments to Inqo.
S-Ventures (SVEN) has taken a 50% stake in Vegan Punk Ventures and invested up to £100,000 in loans. The brand is PlantPunk and it has a range of ZeroBeef meat alternatives. Dave Ahern will be managing director and third-party investors will provide loans of up to £50,000.
Altona Rare Earths (ANR) had cash of £436,000 at the end of June 2021.
Helium Ventures (HEV) continues to trade at a premium to its 10p placing price. The share price is currently 32.5p (31p/34p). James Sheehan has increased his stake from 8,5% to 9.47%.
Eight Capital Partners (ECP) has sold its stake in Finance Partners Group for €2.15m and €1.57m of this has been received. The original cost was €1.9m. The investment focus will be fintech.
Vulcan Industries (VULC) has raised £223,000 at 1.46p a share and issued £48,000 worth of shares at 2p each.
Veni Vid Vici has changed its name to VVV Resources (VVV). Angelfish Investments has changed its name to Igraine (KING). DicovORE has changed its name to Oscillate (MUSH).
Trading in First Sentinel, which has changed its name to Omni Egis (OMNI) and NQ Minerals (NQMI) shares has been suspended ahead of publication of their respective accounts. Freyherr International (FRYR) has withdrawn from Aquis.
AIM
In 2020-21, NWF (NWF) did not manage to match the previous year’s profit performance of the fuels division, but the cold winter and home working meant that the performance was better than expected. Management is keen to make further acquisitions to broaden the geographic spread of the fuels business. Overall, group pre-tax profit was 10% lower at £11.9m. The efficiency improvement in the food warehousing division meant that its profit contribution was higher. The feeds division reported a lower profit but with milk prices over 30p per litre the outlook is positive for dairy feed.
Higher second half sales and improved efficiency helped Filtronic (FTC) maintain profitability at £200,000 even though full year revenues fell 9% to £15.6m. The telecoms and RF components and equipment supplier generated cash and net cash improved to £2.8m at the end of May 2021. 5G investment and moves into newer markets, such as space, provide a positive outlook for the future and profit should build from now on. Revenues are expected to grow by 16% this year and pre-tax profit of £500,000 is forecast.
The latest trading statement from Belvoir (BLV) confirms a strong first half with revenues growing by two-fifths, due to buoyant house sales. The steadier lettings income has grown by 13% – 10% organically, which is much faster than the market.
Maestrano (MNO) has secured a five-month proof of concept contract with Network Rail for HS1, the high speed line that goes to the channel tunnel. This will monitor overhead lines, vegetation, track and passing clearances. HS1 is the same specification as European tracks so it could provide a way into the European market.
Microbiome-based products developer Optibiotix Health (OPTI) generated a 44% increase in interim revenues to £1.07m with LP LDL probiotic cholesterol-reducing products and Slimbiome products accounting for most of the revenues.
Seeing Machines (SEE) 2020-21 revenues were 2% ahead of expectations at A$47.3m. There was $47.7m in the bank at the end of June.
Xpediator (XPD) has formed a strategic partnership with e-commerce fulfilment company Synergy Retail Support and is providing space at its Braintree warehouse.
MAIN MARKET
Argo Blockchain (ARB) generated July revenues of £5.6m, up from £4.36m in June, even though the average bitcoin price fell. A Nasdaq listing is being considered.
Challenger Acquisitions has changed its name to Cindrigo Holdings (CINH) following the completion of the acquisition of the renewable energy products business.
Kanabo (KNB) has a stake in medical cannabis cultivation company Hellenic Dynamics, which is being acquired by AIM-quoted UK SPAC (SPC) for £45.2m in shares at a minimum price of 0.472p a share. The £750,000 investment in Hellenic will be converted into shares at a minimum 30% discount to the prospective. UK SPAC intends to move to the standard list.
Starcrest Education (OBOR) has signed heads of terms to acquire 80% of National Training Company. Starcrest is not going ahead with the acquisition of The London School of Science and Technology and costs of £1.2m have been written off. There was £700,000 in cash left at the end of June 2021.
Andrew Hore
Quoted Micro 18 April 2016
ISDX
BWA Group (BWAP) is still seeking a reverse takeover target. Trading in the shares has recommenced after a potential reverse takeover, where talks started 12 months ago, fell through. A settlement has been agreed with the potential target which will lead to a cash inflow of £76,311 for BWA. This will be recognised in the year to April 2016. The NAV was £526,000 at the end of October 2015. At 0.45p (0.3p/0.6p), BWA is valued at £505,000.
Goldcrest Resources (GCRP) has terminated its option agreement over the Zamsa exploration licence in Ghana. The focus is gold projects in southern Ghana. At 0.06p (0.05p/0.07p), Goldcrest is valued at £1.3m. Gavin Burnell has resigned as chairman, while Callum Baxter has moved to non-executive director.
Property investment company Ace Liberty & Stone (ALSP) is already starting to use the cash raised in the recent fundraising and it has raised a further £850,000 from the sale of Princegate House in Doncaster. Princegate House was purchased in 2013 for £694,000 and Ace is retaining the car park. Ace has bought two industrial estates in Plymouth and two residential properties in London – one of which has been bought from a director. The industrial estates cost £3.5m and generate annual rents of £205,000. The two residential properties cost a total of £4.2m – partly payable in shares at 3p each. At 4p (3.5p/4.5p), Ace is valued at £38.8m. The heavily discounted open offer price was 1p a share.
Western Selection (WSE) has increased its stake in AIM-quoted Bilby following its recent placing that raised £5m at 118p a share to help finance two acquisitions for its gas and building services business working for social housing and local authorities. Western Selection invested a further £545,000 and owns 5.9% of Bilby. At 47.5p (45p/50p), the investment company is valued at £8.5m. There was one deal last week at 45p a share.
AIM
Sports Direct International has taken a 6% interest in Goals Soccer Centres (GOAL). Sports Direct already owns nearly 1% of the five-a-side football pitches operator but it has added a contract for difference over more than 5% of the share capital.
OptiBiotix (OPTI) continues to sign deals for its technology based on the human microbiome. The latest is with health and nutrition company Royal DSM. This is a joint development agreement to develop new products using the OptiBiotic platform. A study shows that the company’s cholesterol-reducing product has reduced cholesterol levels by an average of 7.2% in the study group. Commercial discussions with potential partners are ongoing. There was £2m in the bank at the end of November 2015 and since then £2.5m has been raised. This gives OptiBiotix, whose monthly cash outflow is relatively modest but rising, an excellent financial base from which to pursue other deals while it awaits revenues from the first commercial product.
Acquisitions helped hostels operator Safestay (SSTY) to more than double its revenues to £4m in 2015 but there was organic growth in that figure. The Elephant & Castle hostel continues to improve its performance. This year there will be 12 month contributions from the Edinburgh and Holland Park sites. NAV is 48p a share.
Stephen Roberts has resigned from the board of China-focused investment company Grand Group Investment (GIPO). Roberts stated: “It has been a great pleasure working with my fellow Board members Jay Newman and Mark Hemmann, and I wish them and Grand success in the future.” The other members of the Grand Group board were Mr Yang Xiao, Mr Zhou Jiang, Mr Li Chuang and Ms Gu Yingying, although Ms Gu Yingying subsequently resigned.
MAIN MARKET
Bluebird Merchant Ventures Ltd (BMV) finally joined the standard list on 13 April. The flotation was originally foreshadowed at the end of 2015 and it raised £1.49m (after expenses) at 5.75p a share. The Philippines-focused firm has interests in a potential gold mine and copper concentrate trading. The share price ended the week at 4.63p. The prospectus is available at www.bluebird.com.ph.
Tex Holdings (TXH) reported flat revenues of £36m for 2015 but pre-tax profit improved from £1.18m to £1.49m. This was mainly due to a strong performance from the engineering division. NAV was £9.44m at the end of the year. Net debt was £2.9m. A special dividend of 15p a share was paid last November. Excluding that, the total dividend was increased from 6p a share to 7p a share. This year has started strongly overall, although the plastics business is sluggish.
ANDREW HORE
Quoted Micro 29 March 2016
ISDX
Brewer Adnams (ADB) improved its 2015 profit on flat turnover of £65.7m. Costs were reduced and pre-tax profit improved from £3.89m to £4.07m, after a steady contribution of £625,000 from property disposals. A £7m investment will help to improve the brewery. The Suffolk-based company has reduced its pension liability from £11.5m to £3.2m and that has helped NAV jump from £21.2m to £30.1m. The B share dividend has been increased from 136p a share to 144p a share. There were a number of trades last week at prices ranging from 9,800p to 10,200p a share. In total, 189 shares were traded.
Employee-owned business finance provider Capital for Colleagues (CFCP) has raised £1.15m from a share subscription at59p each. This will provide cash for further investments. The directors’ bought 338,983 shares. Offshoots of Alliance Trust have taken stakes that total 10.5% of the company. The most recent share transaction was done at 63p a share. At 60.5p a share, Capital for Colleagues is valued at £5.8m.
Imperial Minerals (IMPP) is still looking for a suitable acquisition in the resources sector. There are plans to widen the investment policy. The main investment is nearly 69 million shares in AIM-quoted North River Resources and there is also an option to invest in a South American gold project and a loan of $150,000 was made to Symerton Holdings which currently owns the rights. A lack of progress means that this investment has been written down. Cash and financial assets have fallen from £327,000 to £58,000 over six months but Imperial has raised £50,000 at 0.5p a share since then.
AIM
Transport optimisation services and software provider Tracsis (TRCS) made good progress in the first half of its financial year but it will do much better in the second half. Higher contributions from acquisitions Ontrac and SEP, which is second half weighted, underpin the full year expectations. In the six months to January 2016, revenues increased 19% to £14.3m, organic growth was 7%, with adjusted pre-tax profit flat at £3.2m, excluding the Australian business sold in the period. Sales of remote condition monitoring equipment remain flat because of a lack of demand from framework agreements. There is potential in the US but this will not contribute significantly in the short-term. The interim dividend was raised by one-quarter to 0.5p a share but that will not put much of a dent in the cash pile of £8m. That cash figure was reduced due to acquisition spending. Full year profit is expected to rise from £5.6m to £6.8m.
Medical technology and treatments developer Hutchison China Meditech Ltd (HCM) as raised $101m from an offering of ADSs ahead of its listing on Nasdaq. An ADS is the equivalent of one-half of one ordinary share and they were issued at $13.50 each. Trading commenced on 17 March. The Hutchison Healthcare Holdings stake has been diluted to 60.8%.
Bilby (BILB) has made two add-on acquisitions for its gas and building services business for social housing and local authorities. DCB, which will cost up to £4m, provides refurbishment, maintenance and disabled adaptation services in south east England. Spokemead Maintenance provides electrical and repair services and will cost up to £8.7m. A placing raised £5m at 118p a share.
Despite the problems of its foreign exchange activities, Earthport (EPO) managed to make progress with its core payments business, where transaction volumes were more than 70% higher. Higher admin expenses meant that the underlying interim operating loss rose from £2.26m to £6.68m as revenues rose from £9m to £10.6m. Non-core operations have been curtailed and the core growth is faster. However, since then a loss of up to £5m has been identified at forex firm Baydonhill. Earthport intends to focus on lower risk business in this area. There was £24.2m in the bank at the end of 2015.
Keywords Studios (KWS) has acquired the support division of French games producer Ankama SAS. This is effectively a four year outsourcing deal with Keywords taking over the Philippines operations, which will be expanded by adding additional clients. The 2015 figures will be published on 5 April.
Human biome related treatments developer OptioBiotix (OPTI) has signed a second contract for its SweetBiotix healthy sugars with the Spanish National Research Council in Madrid. The first programme started last September is designed to create low calorie sugars using bacterial strains and the second will incorporate natural sweeteners to create functional food products. Obesity is a major problem and the proposed sugar tax will help to boost demand for healthier sweeteners. Figures for the year to November 2015 will be published on 14 April.
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Avation (AVAP) has announced the delivery of the fourth FLYBE ATR72 aircraft. The passenger aircraft leasing company has leased the plane for six years with an option to extend. Last month, a new Airbus A321-200 was delivered to Thomas Cook on a 12 year lease. Earlier in March, Avation bought 1.1 million units of Avation Capital 7.5% guaranteed notes 2020 at 91p each, while executive director Roderick Mahoney acquired 200,000 units at 91p each.
ANDREW HORE