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#TEK Tek Capital PLC investee co #BELL Belluscura PLC – Placing of Unsecured Convertible Loan Notes
Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the “Placing Loan Notes”) (the “Placing”).
Dowgate Capital Limited (“Dowgate”) is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited (“SPARK”) is acting as the Company’s nominated adviser.
Background to the Placing
The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations.
The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels. In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.
By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million.
The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls. The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream.
Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes. The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the “Broker Option Loan Notes”), together with the Placing Loan Notes (the “Loan Notes”).
Placing of Loan Notes
Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders (“Shareholders”).
Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the “Placing Agreement”), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the “Resolutions”) that will be proposed at a shareholders’ meeting to be held on or around 16 February 2023 (the “General Meeting”).
The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.
Broker Option
Given that the Placing has not been offered on a pre-emptive basis and in order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option. Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.
The Placing and Broker Option (together the “Convertible Loan Note Financing”) when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company.
Terms of the Loan Notes
The key terms of the Loan Notes are:
Instrument 10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the “Instrument”). The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market
Issue Price Loan Notes of £1.00 issued at par
Conversion Convertible into ordinary shares at a conversion price of 50 pence per share. Conversion at the holder’s election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the “Maturity Date”)
Repayment On the Maturity Date, unless otherwise converted
Term Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.
Coupon 10% per annum, paid annually. The coupon to be paid in cash or capitalised at the Company’s discretion
Minimum size £1,000
Directors’ and connected party participation in the Placing
David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below.
Name |
Holding of Existing Ordinary Shares |
Current holding as percentage of Existing Ordinary Shares |
Placing Loan Notes Subscribed |
Number of Shares issued on Conversion of Loan Notes (in event of conversion)** |
David Poutney* |
12,455,731 |
10.1% |
£500,000 |
1,000,000 |
Adam Reynolds |
1,728,176 |
1.4% |
£25,000 |
50,000 |
Nigel Wray |
13,564,413 |
11.0% |
£500,000 |
1,000,000 |
* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney’s spouse.
** excluding any accrued interest on the Loan Notes that may be capitalised at the Company’s option
Related Party Transaction – participation in the Placing
As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.
The participation in the Placing by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions.
Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of each of David Poutney’s and Adam Reynolds’ participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.
Having consulted with SPARK, the Company’s nominated adviser, the Directors consider that the terms of Nigel Wray’s participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
Related Party Transaction – Dowgate’s participation in the Placing Agreement
As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.
David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited (“Dowgate Group”) and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:
– a fee of £40,000;
– commission amounting to 5% of funds raised in the Placing*; and
– commission amounting to 5% of funds raised under the Broker Option*,
* excepting any subscriptions made by Directors
Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.
As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the “Independent Directors”) have considered the terms of this related party transaction for the purposes of AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.
Shareholders’ Meeting
The issue of the Loan Notes is conditional on the passing of certain resolutions (the “Resolutions”) that will be proposed at the General Meeting. The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company’s Articles of Association to amend the restriction on the Company’s borrowing powers and align it with that of guidelines issued by The Investment Management Association. The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes.
It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.
A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023. Notice of the General Meeting will made available on the Company’s website: www.belluscura.com.
For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.
For further information please contact:
Belluscura plc |
Tel: +44 (0)20 3128 8100 |
Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Anthony Dyer, Chief Financial Officer |
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SPARK Advisory Partners Limited Nominated Adviser |
Tel: +44 (0)20 3368 3550 |
Neil Baldwin |
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Dowgate Capital Limited Broker and Bookrunner |
Tel: +44 (0)20 3903 7715 |
James Serjeant / Russell Cook |
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MHP Financial PR & Investor Relations |
Tel: +44 (0)20 3128 8100 |
Katie Hunt/Peter Lambie/ Matthew Taylor |
email: Belluscura@mhpgroup.com |
Andrew Hore – Quoted Micro 11 February 2019
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NEX has decided not to suspend trading in the shares of VI Mining (VIM) even though its corporate adviser Daniel Stewart is no longer a member of NEX. VI Mining had little or no notice of its adviser’s withdrawal. A new corporate adviser is being sought.
Milamber Ventures (MLVP) has acquired apprenticeship training provider Astara Training for £16,666 in shares at 9p each. Milamber lost £179,000 in the third quarter and there was £30,000 in the bank at the end of 2018.
Panther Metals (PALM) has announced the initial results of exploration activity at the Bear Lake project in Ontario. There was gold in soil anomalies at four of the five areas tested. Four areas have quartz vein sample assays above 5g/t gold. Two samples had large grade samples. The next phase of exploration is being planned and could start in the second quarter of 2019.
Auxico Resources Canada Inc (AUAG) has signed a deal that could enable it to earn a 70% interest in a joint venture that owns the Palha tantalum property in northern Brazil.
AIM (February 2019 AIM Journal available here)
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Ticketing and queueing technology provider Accesso Technology (ACSO) is reviewing its investment priorities although it says that 2018 figures should be broadly in line with expectations. These will be published on 27 March. A deal fell through and this cost $1.7m. Tom Burnet is moving from executive chairman to a non-exec role. The share price is less than one-third of last year’s high. BlackRock has cut its stake below 5%.
Midatech Pharma (MTPH) has launched a placing and 0.318-for-one open offer to raise up to £4.75m at 3.85p a share on top of the £8m subscription by former AIM company China Medical System Holdings, which will licence products for the Chinese market. The clinical trial for cancer treatment MTD201 will cost up to £7m.
Duke Royalty (DUKE) is acquiring its UK rival Capital Step and this will double the size of the portfolio to eleven investments and diversify it in terms of sectors. There is an initial £10m cash payment and the assumption of debt of £11.65m. There is performance related consideration of up to £1.5m. The deal is immediately earnings enhancing.
Visa has increased its bid for Earthport (EPO) from 30p a share to 37p a share, which beats the Mastercard offer of 33p a share. The latest bid values Earthport at £247m.
Taptica (TAP) has launched a recommended bid for RhythmOne (RTHM) and this will create one of the largest video advertising companies in the US. The offer is 28 Taptica shares for every 33 RhythmOne shares. Taptica shareholders will own 50.1% of the enlarged group. A $15m share buyback programme is planned after the merger. Ofer Druker will become chief executive.
Polemos (PLMO) has finalised the details of its reverse takeover of Digitalbox Publishing for £10m in shares and it is also acquiring the owner of the Daily Mash satirical news website for up to £1.2m in cash and shares. The model for the Entertainment Daily website will be used to improve the performance of the Daily Mash. A placing will raise £1.02m at 14p a share. The company will change its name to Digitalbox.
Hardide (HDD) is raising £3.6m at 1.5p a share so that it can move to new premises in the UK and invest in additional equipment. The surface coatings company is experiencing increasing demand from the oil and gas sector and there is potential for orders from aerospace companies. It will take two years to fully equip and move into the new facility. Hardide also intends to consolidate 40 shares into one new share.
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Stride Gaming (STR) has traded in line with previously downgraded expectations. Cost cutting continues to cover higher regulatory and tax costs. The online gaming operator will report a lower profit in 2018 and it is set to fall again in 2019. Net cash was £22.1m at the end of 2018.
Bowmark Capital has offered 110p a share for Tax Systems (TAX) and discussions continue. Tax Systems reduced net debt from £20.5m to £13.9m by the end of 2018. Pre-tax profit of £5.8m is forecast for 2018.
Victoria (VCP) has sold surplus land in Kidderminster for £2m. The land was in the books for £100,000 but it has obtained planning consent for housing.
Starcom (STAR) has renegotiated its agreement with Xplosive in South Africa, having originally announced it in October 2017. Xplosive has signed a 36-month agreement to pay a monthly fee for each of the Kylos units supplied for the monitoring of cattle. The fees are higher in the first six months and then reduce. The agreement should be worth $500,000.
Strix Group (KETL) has offered to acquire most of the assets of HaloSource (HAL) for $1.3m. Strix has provided working capital of $100,000. Due diligence is being carried out on the water filtration technology and if the deal goes through the cash will pay creditors, but there will be nothing for shareholders.
Prospex Oil and Gas (PXOG) has announced that the Selva gas field in northern Italy has net 2P reserves of 13.3bcf and there are 2.26bcf attributable to Prospex, which has a 17% stake. Selva could start production in 2020 at a rate of up to 150,000 cubic metres/day.
Tau Capital (TAU) plans to raise cash via a placing through Peterhouse and then a capital distribution will be made to all shareholders. This will enable Tau to seek an acquisition. It has until 18 April to secure a deal or trading in the shares will be suspended. Armstrong Investments has increased its stake from 11.7% to 15.7%.
Evgen Pharma (EVG) says that the SFX-01 clinical trial for subarachnoid haemorrhage is on course having completed recruitment and the primary endpoints should be available in the second quarter. Partners Investment Company has acquired at 3.15% stake.
Sports Direct International (SPD) made a £15m offer to buy Patisserie Valerie from the administrator, but this was not deemed enough. Even a higher selling price won’t provide anything for Patisserie Holdings shareholders.
MAIN MARKET
Solicitor DWF plans to raise £75m via a March flotation an some of the cash will repay members’ capital contributions as well as invest in the business. Existing shareholders will also sell shares and partners’ remaining stakes will be locked up until April 2024.
Two former AIM-quoted companies are coming together to join the standard list. Daniel Stewart Securities, which is closing its broking business, is making an offer for Atlantic Carbon, which was previously known as Atlantic Coal, where Adam Wilson, who has had connections with Daniel Stewart, is executive chairman. Singapore-based backer Epsilon Investments refused to put more money into the broker and that is why it is closing. Epsilon holds a majority stake in Hyde Park Holdings, which owns broker Novum Securities. Last October, SeeThruEquity research suggested that Atlantic had an equity value of $86.8m and $68m of debt. In 2017, Atlantic was the largest producer of anthracite in the US with a market share of one-third based on 1.18 million tonnes produced. Atlantic is expected to have moved into profit in 2018, although it did generate cash from operations in 2017. The owners of more than 50% of Atlantic shares have agreed to accept the bid of 1.5587 shares for each Atlantic share.
Thalassa Holdings (THAL) is offering 14.64p a share in cash and 0.26 of a share for each share in The Local Shopping REIT. Thalassa already owns 25.5% of the bid target, which is valued at 32.8p a share. The bid is an alternative to the winding up of The Local Shopping REIT.
Blockchain Worldwide (BLOC) is no longer acquiring blockchain technology developer Chorum Group because of political uncertainty affecting the UK equity markets. Former Avanti Communications boss David Williams is the director of Chorum. Blockchain Worldwide has more than £1m in the bank and is also looking at other technology sectors for acquisitions.
Drilling of the Colter appraisal well in Dorset has commenced and United Oil and Gas (UOG) has a 10% interest. The drilling should take three weeks. The Selva gas field in Italy has net 2P reserves of 2.7bcf attributable to United, which has a 20% stake. Selva could start production in 2020. United intends to move to AIM.
Oil and gas producer Zenith Energy (ZEN) has raised £607,000 in Canada and the UK at C$0.05 a share and 3p a share respectively.
Motor finance provider S and U (SUS) has confirmed that its figures for the year to January 2019 will be in line with expectations. The Aspen property bridging loan business had a loan book of £18m at the end of January 2019. Cautious lending criteria means that new business has slowed in recent months and this has led to a 5% 2019-20 earnings downgrade to 230.1p a share.
BATM (BVC) has won a $3.2m cyber security contract and this takes contracted revenues from this government customer to more than $10m. The latest contract will be delivered this year.
Chesterfield Resources (CHF) is expanding its exploration programme in Cyprus. Initial drilling in an area near historic mining has shown gold, copper and zinc mineralisation. Chesterfield is also applying for licences to extend its licence area.
Dev Clever (DEV) has launched pay per play multi-player, virtual reality game Vanguard: Fight for Rudiarius in Harlow shopping centre. The game will be rolled out to other UK sites.
Bluebird Merchant (BMV) has applied for a grant to help finance drilling at the Kochang project in South Korea and there should be news by the end of the month. There has also been a permit application to develop Kochang.
Andrew Hore
Andrew Hore – Quoted Micro 21 January 2019
NEX EXCHANGE
Sport Capital Group (SCG) is acquiring Italian football club Palermo for a nominal sum. The deal also includes the project for a new stadium for the Serie B team, which is currently five points clear at the top of the table. Promotion back to Serie A would boost revenue generation and it would also trigger an earn-out payment. There is also potential for more sponsorship and match revenues. There is a plan to raise up to £10m from a bond issue that would be traded on NEX.
Clinical decision support technology provider DXS International (DXSP) reported a lower interim loss in the six months to October 2018. Revenues edged up from £1.61m to £1.69m and the loss declined from £92,000 to £35,000. Tax credits meant that there was a post-tax profit of £70,000, up from £28,000. The GPSoC tender has been delayed but it is expected to be completed this year.
Coinsilium Group Ltd (COIN) says that its priorities for 2019 are to demonstrate the potential of the blockchain investments that it has and to take advantage of the growing sector. There were record levels of investment in the blockchain sector last year. Management wants movements in the share price to reflect progress rather than the movement of the price of bitcoin, as has been the case in the past year.
KR1 (KR1) has set up a subsidiary in Gibraltar. KRX Ltd will sponsor token-based projects that will list on the Gibraltar Stock Exchange, which operates the first regulated blockchain exchange. The subsidiary will generate fees from clients and there are a limited number of sponsors.
AFH Financial Group (AFHP) has acquired fellow wealth management firm Hayburn Rock for up to £3.5m. The initial payment is £900,000. In 2017, the firm made a profit of £400,000.
TechFinancials (TECH) is selling its stake in MarketFinancials, which no longer trades, for €100,000. The investment had no value on the balance sheet.
Smaller company investor Gledhow Investments (GDH) had £167,000 in the bank at the end of September 2018, having made a small profit in the period. The NAV is £793,000.
Ashley House (ASH) is changing its year from April to June. This is the end of the first six months period for joint venture Morgan Ashley Care Developments LLP. There will be interim results for the six months to October 2018 reported at the end of January.
NQ Minerals (NQMI) has commissioned the Hellyer processing plant and in the fourth quarter generated £3.2m of revenues from lead, zinc and pyrite.
Ascent Resources (AST) is attempting to raise cash at 0.3p a share, which is a 20% discount to the market price, via PrimaryBid.com. Ascent has successfully raised cash via the platform in the past. The broker handling the deal is Stanford Capital Partners. Ascent, which has €400,000 in the bank plus a deposit for a bank guarantee of €200,000, is refocusing its expansion outside of Slovenia because of regulatory hold ups in the country. Revenues from the export of gas from Slovenia totalled €2.1m in 2018 but gaining permission to process the gas and sell it to the national grid has proved difficult.
Knights Group Holdings (KGH) has acquired Leicester-based legal services business Cummins for £1.57m in cash and shares. This fits well with the existing east Midlands operations. In the six months to October 2018, group revenues were 37% ahead at £23.9m and organic growth was 10%. Underlying pre-tax profit doubled to £4.4m. The maiden interim dividend is 0.6p a share. Net debt was £9.5m at the end of October 2018. Average fees per fee earner was one-quarter higher at £66,000.
Concrete levelling equipment supplier Somero Enterprises Inc (SOM) did better than expected last year. The 2018 pre-tax profit forecast has been raised by 5% to $29m. Net cash is $25m and 50% of the excess over $15m will be paid in a special dividend on top of the ordinary dividend. Somero has also paid $2m for concrete pouring and line dragging company Line Dragon and this broadens the product range.
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Kromek (KMK) is making progress towards breakeven and it has plenty of cash in the bank to take it there. The imaging and radiation detection technology developer has a strong order book. There was a dip in first half revenues because of the transfer of production to a new site in Pittsburgh. Even so, full year revenues are forecast to increase from £11.8m to £15m and the loss should reduce from £2.5m to £1.9m.
Tri-Star Resources (TSTR) is selling its antinomy exploration interests in Turkey. The company’s main asset is the 40% shareholding in the Sohar antinomy and gold production facility in northern Oman. Some engineering problems have to be sorted out before the plant is fully up and running. More cash will be required. The venture has requested $10.5m from its shareholders.
The market was disappointed by news from Verona Pharma (VRP) about the clinical trial results for COPD treatment Ensifentrine (RPL554). Two different does were used in combination with Stiolto Respimat. The treatment did work better than the placebo, but the improvement in breathing was not statistically significant. The share price slumped by more than one-third, although there was a small subsequent recovery.
CH Bailey (BLEY) has decided to cancel its AIM quotation and it is asking for shareholder approval. The company is offering to buy back shares at 100p each via a tender offer.
Ariana Resources (AAU) says that its 50%-owned Kiziltepe mine produced 27,110ounces of gold in 2018. Ariana expects its $33m development loan to be fully repaid during 2019.
Tax Systems (TAX) had reduced net debt from £20.5m to £13.9m by the end of 2018. Pre-tax profit of £5.8m is forecast for 2018.
Ideagen (IDEA) is acquiring Cork-based Scannell Solutions, which provides environmental health and safety software, for £3.5m. Annualised revenues are around €1m, of which, two-thirds is recurring.
Consumer engagement technology provider Pelatro (PTRO) has confirmed that 2018 figures are in line with expectations and there was improved cash generation in the second half. Net cash was $1.8m at the end of 2018. finnCap expects 2019 pre-tax profit to double from $2.9m to $6m.
Plexus Holdings (POS) plans to buy back 4.95 million shares owned by LLC Gusar. The price will be 50.5p a share. Gusar will use the cash to buy two POS-GRIP wellhead systems, which it announced it was going to buy one year ago.
Midwich Group (MIDW) has acquired MobilePro AG, which expands the audio visual products distributor into Switzerland. The business has annual revenues of CHF25m.
Pharmaxis has completed a toxicity study for two LOXL2 inhibitors in which Synairgen (SNG) has a 17%carried financial interest. Pharmaxis can brief potential licensing partners with the information gained.
Tracsis (TRCS) is acquiring Compass Informatics, which is a data analytics and systems development business. Tracsis is paying up to €5.15m for the Dublin-based company, which made a pre-tax profit of £600,000 last year.
Portmeirion Group (PMP) has achieved record sales in 2018 and beat the profit forecast of £9.5m. The fastest growth came in the home fragrance division.
Iofina (IOF) achieved record iodine production levels in the second half of 2018. Full year production was 17% higher at 588.8 million tonnes. There should be a further rise in production this year and that could move Iofina into profit.
Brandon Hill has initiated coverage of Karelian Diamond Resources (KDR) and it has valued the company’s Lahtojoki diamond project in Finland at $32.9m, based on an average diamond price of $100/carat.
The People’s Operator (TPOP) has postponed the appointment of an administrator as negotiations with interested parties continue.
Kestrel Opportunities has increased its stake in Pebble Beach Systems (PEB) from 22.2% to 23.1%. Little more than one year ago the stake was below 15%.
Caledonia Mining Corporation (CMCL) has cut 2019 gold production guidance for its Blanket Mine and WH Ireland has downgraded its forecast from 61,200 ounces to 55,500 ounces, which is at the higher end of the guidance. There was 54,5000 ounces of gold produced in 2018.
MAIN MARKET
Athelney Trust (ATY) is holding the requisitioned general meeting on Tuesday 22 January. Robin Boyle has requisitioned a general meeting in order to get himself reappointed. He left the board last year after a disagreement over the future of the investment company. He wanted to stay on as a non-executive director to shepherd the change in investment management for the trust. The plan is to get Gresham House involved in the investment management. Boyle also wants David Lawman and Paul Coffin to be appointed and the three existing directors, Dr Emmanuel Pohl, Simon Moore and Jemma Jackson, to be removed.
Path Investments (PATH) has signed heads of agreement with ARC Marlborough. The plan is to acquire ARC, which has a nickel and cobalt project in Queensland, via a share issue. Path had £31,000 in the bank at the end of June 2018.
Challenger Acquisitions Ltd (CHAL) has agreed to sell its $300,000 investment in the Dallas Wheel project back to the developers. Challenger has received $27,000 in interest and will receive $50,000 a month, plus interest, for six months.
Gresham Technologies (GHT) has sold its VME mainframe software business for £2m.
Shefa Yamim (SEFA) has sufficient cash to finance continued exploration in the first quarter of 2019. By the middle of the year the gems explorer will be able to estimate how much cash it requires to start trial mining.
Andrew Hore
Andrew Hore – Quoted Micro 10 September 2018
Ananda Developments (ANA) is acquiring 15% of UK-based Liberty Herbal Technologies Ltd, which is the owner and developer of hapac, a technology for vaping cannabis. The investment cost £460,000 and Ananda has the right of first refusal for any further fundraisings in the next two years. The technology can be used to provide a measured medicinal dose. A commercial launch is planned in Italy before the end of the year and in Canada next year. Ananda is holding a general meeting to extend its geographical focus to the UK and Italy.
Chapel Down Group (CDGP) is leasing 388 acres of land adjoining its existing vineyards on the North Downs. This site will be vined between 2019 and 2021 and with the rest of the land that has already been planted it will be the largest vineyard in England.
DagangHalal (DGHL) intends to leave NEX after less than three years on the market. Trading in the shares has been limited but this is not surprising given the problems the company has had. Shareholders owning 84.7% of the company are in favour of the withdrawal from NEX and this will happen on 1 October.
Trading in Etaireia (ETIP) shares was suspended because the annual report for the year to March 2018 was not published by the end of August. The results were released on 5 September and trading was restored. The loss was increased from £622,000 to £857,000, following a £434,000 write down on the value of land at Dalry. The NAV was £1.81m at the end of March 2018.
Milamber Ventures (MLVP) remains suspended with full year results due to be published by the middle of September. The audit of Essential Learning still needs to be completed.
Hot Rocks Investments (HRIP) had nearly £17,000 in the bank at the end of March 2018. The NAV was £722,000. The majority of the loss of £219,000 in the year was due to share-based payments. Hot Rocks has a stake in Minergy Ltd, which has floated on the Botswana Stock Exchange and has been granted a mining licence for the Masama coal project. Production could start by next February. Another investee company, Block Energy (BLOK) has floated on AIM and more than two million shares have been acquired in standard list flotation Predator Oil and Gas.
Ecovista (EVTP) has raised £550,000 from a convertible loan note issue, which has to be repaid or converted (at 0.0005p a share) by the end of August 2019.
AIM
Bilby (BILB) founder Phil Copolo and his son Leigh have left the board of the building and gas maintenance services provider and sold more than 31% of the company to institutional investors at a discount of around 6% to the then market price. Janet Copolo still owns 7.2% of Bilby and cannot sell until 3 September 2019, according to an agreement with Stanford Capital Partners, which was sole book runner of the placing. Miton has increased its stake from 15.1% to 19.8%, while MI Discretionary Fund has bought 8.19% and Ruffer has acquired 8%.
TLA Worldwide (TLA) published its latest profit warning at 10.35am on 4 September. At least it was while the markets were still trading rather than after they had closed for Christmas. Numis has had enough and resigned as nominated adviser. Trading is weak and TLA is set to breach banking covenants. TLA needs to raise cash.
Microsaic Systems (MSYS) is still building he base from which it can grow over the next few years. The interim figures do not reflect the progress that is being made. Revenues doubled from a low base, but higher costs meant that there was a flat loss of £1.5m. There is £6.96m in the bank at the end of June 2018 so the mass spectrometry technology developer has plenty of time to build up its revenues. The venture with a global bioprocessing partner is progressing and is in an integration phase. Commercialisation should be completed by early 2020. New agreements with two manufacturers and four distributors augur well for growth over the next 18 months. The target is revenues of more than £17m in 2022.
A full first half contribution from the Carlton acquisition helped Michelmersh Brick (MBH) to increase interim revenues by 43% to £23.1m and underlying pre-tax profit by 57% to £3.8m. The interim dividend has been raised by 51% to 1.06p a share. Demand for bricks remains strong and there is limited production capacity.
Tax Systems (TAX) continues to reduce its net debt, putting it in a good position to make further acquisitions. Net debt was reduced by 15% to £17.5m over a six month period. Interim revenues grew by 14% to £8m and order intake is 22% higher. The corporation tax software provider is broadening its range of software in order to make the most of the move to a digital tax system in the UK.
Filtration systems supplier Amiad Water Systems (AFS) grew its interim profit even though growth in revenues was modest. Stifel Nicolaus expects a stronger second half with full year revenues improving from $112.3m to $116.8m and then a further acceleration in growth to $123.4m. Although underlying pre-tax profit is expected to be flat at $5.1m, it is forecast to jump to $6.8m in 2019. A jump in 2018 dividend to 6.5p a share is forecast, despite relatively flat earnings per share. The dividend would still be more than twice covered.
Performance-based mobile marketing services provider Taptica International Ltd (TAP) continues to grow internationally and, via a combination of acquisitions and organic growth, interim revenues were 119% higher at $144m. Underlying pre-tax profit improved from $12.3m to $18m. An interim dividend of 3.98 cents a share is being paid. Net cash was $42.1m at the end of June 2018.
Mobile location data services provider Location Sciences (LSAI) increased revenues from £49,000 to £234,000 in the first half of 2018 but there is a lot more to come. New products have been launched and it will take time for them to make a significant contribution. Even so, 2018 revenues of £702,000 are forecast, rising to £2.2m in 2019. The loss will reduce but a profit is not forecast until 2020. There was £720,000 in the bank at the end of June 2018 and more funding will be required to achieve the expected growth in sales.
Finsbury Food (FIF) is acquiring Free From bakery manufacturer Ultrapharm for an initial £17m with more dependent on performance. The business made a pre-tax profit of £800,000 in 2017. The acquisition is earnings enhancing.
Safestyle UK (SFE) has settled litigation with former employees who set up in competition. They will change their brand name from SafeGlaze and promise not to use confidential information.
IFA Lighthouse (LGT) continues to prosper. Interim revenues were 5% ahead at £26.9m and pre-tax profit 12% higher at £1.26m. Net cash was £9.6m. and the interim dividend is two-thirds higher at 0.2p a share. Growth has been coming from the affinity business.
MAIN MARKET
Commercial aircraft lessor Avation (AVAP) reported a 16% increase in revenues to $109.1m in the year to June 2018. However, pre-tax profit dipped by 6% due to a gain on aircraft sales in the corresponding period. The dividend was increased by one-fifth to 7.25 cents a share. The NAV was equivalent to 283p a share. Cannacord Genuity forecasts a rise in pre-tax profit from $18.9m to $23.8m this year.
Dukemount Capital (DKE) has entered into a 50/50 joint venture with Rascasse Developments in order to expand into the Midlands.
Kavango Resources (KAV) has received a permit for an airborne electromagnetic geophysical survey of the Kalahari Suture Zone area, which covers 12 prospecting licences.
Haynes Publishing (HYNS) increased full year revenues by 13% to £33.8m and underlying pre-tax profit by a similar percentage to £2.9m. The total dividend is unchanged at 7.5p a share. Net cash was £2.5m at the end of May 2018. Growth in the sales of digital products is faster than the decline in other revenues.
Andrew Hore
Ian Pollard – Footasylum #FOOT impacted
Finsbury Food Group FIF has acquired 100% of the share capital of Ultrapharm Limited a specialist Free From bakery manufacturer with site in the UK & Poland. Finsbury claims that the acquisition supports the Group’s ongoing strategy to further diversify its product capability into high growth areas.
Tax Systems plc TAX enjoyed a strong first half with revenue growth of 14% for the six months to the 30th June.EBITDA for the half year grew by 9% and order intake by 22%.
Footasylum FOOT expects growth for the full year to be significantly lower than previous guidance with adjusted EBITDA down to less than half that for full year 2018. Revenue for the six months to the 25th August is expected to show a rise of 18.5% with online revenue in particular up by 28.5%. Trading has however, been impacted by weak consumer sentiment and more challenging conditions in July and August. Delays in store openings and upgrades.have also exacerbated the situation.
Biome Technologies BIOM delivered an exceptional start to the year and an outstanding first half enabled it to deliver a small operating profit of £0.2m. in the six months to the 30th June compared to last years loss of £0.2m. Group revenue for the half increased by 47% to £4.4m.
Safestyle UK plc SFE announces a comprehensive settlement of its claims against NIAMAC Developments Ltd (trading as SafeGlaze UK) for alleged trade mark infringement, passing off, misuse of confidential information, malicious falsehood and various other matters. NIAMAC has agreed that the existing court injunctions against it will be replaced by formal undertakings to the court. Steps have also been agreed to prevent the possibility of any acts of intimidation or harassment of Safestyle UK representatives and in addition, SafeGlaze UK will also change its trading name. A fairly comprehensive victory, if ever there was one.
Forget Brexit; Get A Residence Permit Valid For The EU http://www.hiddengreece.net
Andrew Hore – Quoted Micro 23 July 2018
Netalogue Technologies (NTLP) moved back into profit in the year to March 2018 and it is paying a dividend of 0.4p a share. The e-commerce technology company edged up revenues from £1.04m to £1.07m, while a loss of £46,000 was turned into a profit of £82,000, even after amortisation of £70,000, up from £20,000 in the previous year. Net assets of £770,000 include £502,000 of cash. There are a growing number of opportunities for this financial year.
Sativa Investments (SATI) has signed an IP sharing agreement with Canada-based Veritas Pharma. This could help with Sativa’s plans to grow medicinal cannabis and also help to choose a particular strain.
Equatorial Mining and Exploration (EM.P) has completed its investment agreement with ARQ Minerals and this formalises the commitment to work together in Nigeria. The St Leonard’s mine is supplying trial amounts of coal. ARQ helps to manage the mine and it is subscribing £50,000 each for two tranches of shares in the operating company, which will take is stake to 50%. ARQ will also own 1,000 million warrants exercisable at 0.02p a share. ARQ has committed to producing a minimum of 40,000 tonnes of coal and every 1,000 tonnes produced above this level will earn an additional 0.625% stake in the operating company, which can take the stake up to a maximum level of 75%. ARQ and Equatorial will be paid 10% of gross profit each month with the rest of the profit shared in line with their equity interests.
Welney (WENP) has announced a general meeting to vote on the appointment of Mark Jackson and Mark Chapman as directors.
Secured Property Developments (SPD) still had £627,000 in the bank at the end of June 2018 because it has not been able to find an investment at a realistic price.
Blockchain investment company Coinsilium Group (COIN) says that Malcolm Burne has been appointed as project adviser to the company’s blockchain platform development company TerraStream.
New director Melissa Sturgess has bought 9.23 million shares in Imperial Minerals (IMPP) at 1p each. That is a 29% stake.
Medicinal cannabis sector investment company High Growth Capital Ltd (HASH) had £522,000 in the bank at the end of March 2018 and it has raised £250,000 at 0.4p a share.
AIM
Parity (PTY) is still on track to achieve double digit profit growth this year. The IT recruitment and consultancy services provider remains modestly rated even though the share price has risen substantially this year.
Yu Group (YU.) says interim revenues increased by 69% to £35m. The energy supplier expects full year revenues to be at least £82m, which means that operating profit should rise by three-quarters. There is £18.2m in the bank.
Frontier IP Group (FIPP) says that portfolio company Tarsis Technology has entered into a collaboration with a major crop protection products company. The company will provide the funds to further develop the Tarsis technology to deliver chemical pesticides and fungicides in a more controlled way. In return the company gets exclusive rights to particular agrochemicals usage and Tarsis would get royalties from commercial products. Frontier IP is lending Tarsis £150,000 in return for share options.
Consumer healthcare business Venture Life Group (VLG) is raising £18.75m at 40p a share to help finance the acquisition of Dentyl Dual action mouthwash and BB Mints for £4.2m and repay £3.7m of convertible loan notes. The remaining cash will be used for further acquisitions. The share issue more than doubles the number of shares in issue.
Odey has withdrawn its general meeting requisition at Tungsten Corporation (TUNG) following the appointment of Anthony Bromovsky and Duncan Goldie-Morrison to the board.
600 Group (SIXH) has offloaded its pension scheme to specialist insurer Pension Insurance Corporation. The scheme will be wound up and surplus funds after tax will be returned to the machine tools supplier. That could be up to £4m. Full year revenues grew from $58.8m to $66m, while underlying pre-tax profit improved from $2.65m to $3.05m. That excludes the gain on the sale of ProPhotonix (PPTX) shares.
Integumen (SKIN) is raising £700,000 at 0.65p a share and renegotiated the deal with food supplements supplier Cellulac so that it will acquire a 9.35% stake. Cellulac’s chief executive and chief operations officer will join Integumen in those roles. Cellulac will grant Integumen a licence to sell its products in certain territories.
A positive trading statement from audio visual equipment distributor Midwich Group (MIDW) has led to a forecast upgrade. Earnings per share forecasts have been raised by 3% for each of the next three years. The 2018 profit is expected to be £28.3m and earnings per share 27.6p. The interims will be published on 11 September.
EKF Diagnostics (EKF) has signed a manufacturing agreement with Oragenics Inc. EKF will supply drug substances for the customer and this will boost next year’s profit by 5%.
LiDCO (LID) has signed a distribution deal with a Chinese supplier of blood monitoring cuffs and this will help to replace the lost income from the Argon distribution contract. It may take time to build up sales, though.
Woodford Investment has increased its stake in superyacht painting and maintenance services provider GYG (GYG) to 21.5%. This comes at a time that Old Mutual has been selling down its stake after the recent profit warning.
Corporation tax software supplier Tax Systems (TAX) has grown its recurring and non-recurring revenues in the first half of 2018 and total revenues were 14% higher, which includes 9% organic growth. Net debt is down to £17.5m.
Synectics (SNX) had net cash of £9.1m at the end of May 2018. The surveillance technology company increased interim revenues by 3% to £34.7m thanks to strong demand from the gaming sector. Underlying profit improved from £1.3m to £1.5m. Stockdale has maintained its full year profit forecast at £3.1m.
EMIS (EMIS) says that its primary care business is sorting out its problems and the net cash grew to £32.3m at the end of June 2018. The health IT technology supplier says that the business has grown in the first half and still expects an improvement in full year profit. The share price has recovered since the disappointing trading statement earlier this year.
Ken Kroeger has become permanent chief executive of driver monitoring systems technology developer Seeing Machines (SEE) and he will had over the chairmanship to Jack Boyer at the beginning of 2019.
MAIN MARKET
Investment company Athelney Trust (ATY) says that its NAV dipped to 264.2p a share at the end of June 2018, although this was partly due to the payment of the final dividend of 8.9p a share. Excluding that, there was a 4% decline. There was an improvement on the net return on ordinary activities from £110,000 to £125,000, but the loss in the capital part of the income statement was slightly higher than that revenue gain. The total value of investments was £5.61m and NAV was £5.7m. During the first half, shareholdings in Countrywide, Debenhams, DX, Juridica Investments, HC Slingsby and Sprue Aegis were sold.
Avation (AVAP) has acquired a second new Airbus A220-300 aircraft and leased it to airBaltic.
Flying Brands Ltd (FBDU) is raising £500,000 at 2.5p a share in order to help finance obtaining FDA clearance for StoneChecker software and design a cloud-based interface, as well as boost commercial operations. Subsidiary Imaging Biometrics is involved with a phase II trial that will use its IB Rad Tech technology to process data from 20 sites to determine how well dynamic susceptibility contrast magnetic resonance imaging in measuring the effectiveness of brain tumour treatment.
Andrew Hore