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Quoted Micro 5 February 2024
AQUIS STOCK EXCHANGE
Interim figures from DXS International (DXSP) show a 2.5% improvement in revenues to £1.69m, while higher amortisation charges led to an increased loss of £258,000. The healthcare IT company hade £386,000 in cash at the end of October 2023. Hybridan has trimmed its full year revenues forecast to £3.8m and expects a 2023-24 loss.
Silverwood Brands (SLWD) reported revenues of £5.85m for the first half of 2023. The loss was reduced from £299,000 to £189,000. The Lush transaction is still being unwound. Net debt was £8.6m. Chief executive Andrew Gerrie is subscribing £1m for shares at 54p each. The unsecured loan of £4.4m will be converted at the same price and the accrued interest will also be converted at the lower of 54p and the average closing price for five days prior to conversion. The share price is suspended at 30p.
Helium Ventures (HEV) had cash of £116,000 and net assets of £229,000 at the end of October 2023. There were costs relating to the cancelled acquisition of Trackimo. There is still an investment in Trackimo, which is expected to float on AIM.
Hydrogen Future Industries (HFI) had a cash outflow from operations of £963,000 in the year to July 2023. Cash was reduced to £262,000. The company is making progress with the testing of wind turbine technology and its electrolyser technology. The wind turbine technology has better performance, so far, than existing rivals. A mining sector feasibility study for hydrogen and clean water production has commenced.
Capital for Companies (CFCP) increased revenues from £492,000 to £887,000 in the year to August 2023. NAV was 81.99p/share. It was 81.67p/share at the end of November 2023. There was cash of £1.99m and loan receivables of £2.43m at the end of August 2023. A final dividend of 2p/share is payable on 8 March.
KR1 (KR1) had NAV of 109.91p/share at the end of 2023. Income from digital assets was £1.58m in December.
Shaun Hinds will become chief executive of Newbury Racecourse (NYR) on 3 June. Julian Thick has stepped down as chief executive. Mark Leigh will be interim chief executive.
Cadence Minerals (KNDR) investee company Hastings Technology Metals has signed an agreement with the investment agency of Estonia to collaborate on a joint scoping study for the potential development of downstream rare earth processing opportunities. The main focus is the Yangibana project.
Voyager Life (VOY) has acquired CBD brand Amphora Health for £50,000 in shares at 12p each. This payment could double if Amphora product sales exceed £100,000 over 24 months. In the year to July 2022, revenues were £69,000. No increase in group overheads will be required and manufacturing will be brought in house.
Quantum Exponential (QBIT) had net assets of £3.11m at the end of October 2023, including £831,000 in cash. There are seven portfolio investments. A European headquarters has been established in Copenhagen.
Psych Capital (PSY) had £133,000 in cash after a £254,000 cash outflow from operations in the six months to October 2023.
Valereum (VLRM) has completed the acquisition of GSX Group.
Digby Try has cut his stake in Supernova Digital Assets (SOL) from 5.1% to 0.36%.
AIM
Tekcapital (TEK) investee company MicroSalt (LON: SALT) raised £3.14m at 43p/share when it joined AIM on 1 February and immediately went to a significant premium with the share price ending the week at 55p, valuing the company at £31.4m. That values the Tekcapital’s 77.2% stake at £24.2m, which is more than its market capitalisation.
Trading has recommenced in Location Sciences (LSAI) shares after the publication of readmission document for the proposed acquisition of Sorted Holdings for nominal consideration and the assumption of £4.7m of debt. Sorted Group has developed delivery software for ecommerce businesses. There will be a one-for-625 share consolidation and £2m will be raised at 87.5p/share. The company’s name will be changed to Sorted Group Holdings. The pre-consolidation share price recovered 35.7% to 0.19p – the placing price is the pre-consolidation equivalent of 0.14p.
Eyewear manufacturer Inspecs (SPEC) says the improvement in profit in 2023 was not as great as expected because of weak December trading. EBITDA is likely to rise from £15.5m to £18m, whereas £20m was the consensus forecast. Revenues were flat. Net debt was £24.3m. The results will be published on 17 April. A Norwegian distributor has been acquired and the new Vietnam factory opens in the first half of 2024.
Symphony Environmental Technologies (SYM) has failed to get the EU court to declare EU legislation invalid. This legislation relates to the d2w biodegradable technology, which is not included in the single-use plastic directive and the company says that this has hampered the take-up of the technology.
Respiration equipment supplier Inspiration Healthcare (IHC) had a poor fourth quarter and full year revenues will be £6m lower than expected at £37m, down from £41m the previous year. That will result in a full year loss. Net debt is higher than anticipated at £6.4m. There were contract delays for neonatal products. This business should happen in 2024-25 and a rebound to a pre-tax profit of £2.9m is forecast, although that is lower than the previous estimate of £4.7m.
Midlands-based property investor Real Estate Investors (RLE) has reduced net debt to £46.3m after property sales. Even so, NAV has fallen to 58.4p/share. There remains demand from buyers for smaller properties that are of no interest to institutions. Loan-to-value is currently a comfortable 31%. Executive pay is being cut by one-third.
Potash project developer Emmerson (EML) says the scoping study of the Khemisset potash project in Morocco has enhanced economic returns and reduced the environmental impact. This is based on a ground-breaking processing method, which reduces water consumption by 50%. It also increases the recovery rate. Post-tax NPV8 is increased by 120% to $2.2bn. Annual EBITDA could be $440m and all0in sustaining cost is $163/tonne. Project capex is $525m.
Education administration software and services provider Tribal Group (TRB) says 2023 revenues will be marginally ahead of expectations. Overall annual recurring revenues are 9% ahead at £54.5m. The dispute with Nanyang Technology University continues. Net debt was £7.2m at the end of 2023. Cost savings should help profit to improve. The 74p/share offer from Ellucian lapsed.
Transport management software provider Microlise (SAAS) did better than expected in 2023 and this has sparked upgrades for 2024. Full year revenues were 13% higher at £71.6m with annualised recurring revenues 11% ahead at £47.2m – churn rates are low. Pre-tax profit is estimated to have improved from £4.9m to £5.5m. In 2024, it could reach £6.7m. Microlise completed the acquisition of Enterprise Software Systems earlier this month.
Online gaming company B90 Holdings (B90) spent more on marketing than expected in 2023. Zeus has raised its estimated loss from €2.7m to €2.9m, but it has maintained its forecast 2024 pre-tax profit at €400,000.
MAIN MARKET
LED lighting and wiring accessories supplier Luceco (LUCE) did better than expected in the fourth quarter. Underlying 2023 pre-tax profit should be between £23.5m and £24m, up from £22m in 2022. The repair and maintenance market is still relatively weak, but Luceco is in a good position to benefit from an upturn.
Shell company Associated British Engineering (ASBE) had net assets of £469,000 at the end of September 2023, including £433,000 of cash.
Pendragon (PDG) has completed the sale of its motor dealerships, and it is concentrating on its software business.
Andrew Hore
Tekcapital #TEK – Portfolio Companies Update
Tekcapital Plc (AIM: TEK), the UK intellectual property investment group is pleased to provide a summary of latest developments across certain of its portfolio companies.
Belluscura
Belluscura plc (“Belluscura” AIM: BELL), announced on 16 August 2023 it has received purchase orders for over 6,500 of its next-generation DISCOV-R portable oxygen concentrator. This represents approximately US$15 million of potential revenue to Belluscura plc, as estimated by its management team. The recent purchase orders follow the signing of several distribution agreements with medical device distributors and other home healthcare providers, including a distribution agreement with a division of McKesson, one of the largest distributors of pharmaceuticals and medical devices in North America, earlier this month and a marketing agreement with GoodRx®, a leading digital healthcare platform, in February 2023. Belluscura has received multiple additional requests from leading oxygen homecare providers in the US to distribute the DISCOV-R.
Tekcapital owns 15,138,767 shares of Belluscura plc (11.16%).
MicroSalt
MicroSalt Ltd (“MicroSalt”) has been making steady progress towards its planned IPO. Advanced discussions with commercial partners including key players in the snack food industry are taking place in order to launch multiple products using Microsalt this year, with purchase orders anticipated in short order. MicroSalt has also demonstrated good traction in the B2C segment, with:
– two new partners based in the Philippines – Healthy Options and S&R Membership Shopping placing commercial orders for SaltMe!® Crisps; and
– expanding its US retail footprint for its low-sodium, full-flavour saltshakers by 131 stores as announced in June 2023.
Tekcapital owns 97% of the share capital of MicroSalt Ltd. and 6,034,683 shares (78%) of MicroSalt Inc., its U.S. subsidiary.
Innovative Eyewear
Lucyd Ltd (“Lucyd”) and its US subsidiary, Innovative Eyewear Inc announced a multi-year, global licensing agreement with Authentic Brands Group for Reebok® Smart Eyewear. Lucyd believe this represents a significant accomplishment towards revolutionizing the sport eyewear segment with the convenient access to info and audio content and freedom from reliance on phone screens made possible by its Bluetooth frame technologies.
In June 2023, Lucyd conducted a successful secondary offering to raise the capital (US$4.7m) needed to launch smart eyewear collections under its new Nautica, Eddie Bauer and Reebok partnerships, and its forthcoming Bluetooth safety eyewear. Both the Nautica Powered by Lucyd line and its Lucyd Safety smart eyewear line are expected to be launched in Q4 2023. The Eddie Bauer and Reebok Powered by Lucyd lines are expected to launch in early Q1 2024.
The proceeds received from the recent fundraise will be used to manufacture and market all four of these new product lines, as well as make further enhancements to the Lucyd app. At the same time, Lucyd has announced in the last few months:
– new transitional blue light blocking lens designed to maximize utility, eye protection and user satisfaction of Lucyd eyewear.
– a significant update to the Lucyd App, its patent-pending, voice-controlled onramp to ChatGPT for smart eyewear. This includes the development of an improved user experience, new tools and prompts to help the user get the most out of ChatGPT, a streamlined onboarding experience, and a premium subscription with unlimited access to ChatGPT and additional premium features
– a new modular retail display system which has so far been deployed in about 20 partner locations, providing an immersive Lucyd brand experience with a 10″ video screen.
Tekcapital currently owns 5,189,086 shares of Innovative Eyewear, Inc. (approximately 40%).
The Company intends to provide an update on Guidant’s recent commercial and operational progress in due course.
For further information, please contact:
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Tekcapital Plc |
Via Flagstaff |
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Clifford M. Gross, Ph.D. |
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SP Angel Corporate Finance LLP (Nominated Adviser and Broker) |
+44 (0) 20 3470 0470 |
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Richard Morrison/Charlie Bouverat (Corporate Finance)/Abigail Wayne / Rob Rees (Corporate Broking)
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Flagstaff Strategic and Investor Communications |
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+44 (0) 20 7129 1474 |
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Tim Thompson/Andrea Seymour/Fergus Mellon |
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About Tekcapital plc
Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.
LEI: 213800GOJTOV19FIFZ85
Forward-Looking Statements
This press release is for informational purposes only. The information herein does not constitute investment advice nor an offer to invest and may contain statements related to our future business and financial performance and future events or developments involving Innovative Eyewear, Inc., Lucyd or Tekcapital that may constitute forward-looking statements. These statements may be identified by words such as “expect,” “look forward to,” “anticipate” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to customers, stakeholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements may be based on the current expectations and certain assumptions of Tekcapital or Lucyd’s management. Please note that these are subject to a number of risks, uncertainties and factors, including, but not limited to those described in various disclosures. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Innovative Eyewear Inc., Lucyd and/or Tekcapital may vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Neither Innovative Eyewear Inc, Lucyd nor Tekcapital intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
Alan Green covers ORA Technology #ORA & Tekcapital #TEK on this week’s Stockbox Research Talks
Alan Green covers ORA Technology #ORA & Tekcapital #TEK on this week’s Stockbox Research Talks
UK Investor Magazine Podcast – CEO Alan Green discusses Improving UK sentiment, Tekcapital #TEK, and ECR Minerals #ECR
The UK Investor Magazine was thrilled to welcome Alan Green back to the Podcast for a deep dive into the latest developments in UK markets and analysis of UK equities.
We start with UK inflation and yesterday’s lower-than-expected reading which has boosted UK sentiment. Housebuilders have rallied significantly and we explore possible scenarios for the rest of the year.
ECR Minerals shares have ticked higher, and Alan outlines possible reasons why. He looks forward to newsflow for the rest of the year.
Tekcapital is trading at a significant discount to NAV. Alan explains why we could see a rerating in the technology company.
Listen- https://ukinvestormagazine.co.uk/improving-uk-sentiment-tekcapital-ecr-minerals-with-alan-green/?mc_cid=43709e7e0f&mc_eid=df2295942c
#TEK TekCapital PLC – Portfolio Company Update Innovation Eyewear
Tekcapital Plc (AIM: TEK, OTCQB: TEKCF), the UK intellectual property investment group notes that Innovative Eyewear, Inc. (“Innovative Eyewear” or the “Company”) (NASDAQ: LUCY; LUCYW), the developer and retailer of smart eyewear under the Lucyd®, Nautica®, and Eddie Bauer® brands, announces today that it has launched a new iOS/Android app called Lucyd. The Lucyd app enables a voice interface for ChatGPT on their smart eyewear.
The user can ask questions to ChatGPT through microphones already built into Lucyd glasses and hear the responses through their stereo speakers. The app is device agnostic and works with many other hearables, including, but not limited to, AirPods®1. Additionally, the app may be used via a streamlined visual interface on any smartphone to enhance accessibility.
“We are excited to be the first company to provide ChatGPT enabled smart eyewear. With our new Lucyd app, which is free to our eyewear customers, we are continuing to make smart eyewear more accessible and functional than ever before,” says Harrison Gross, CEO of Innovative Eyewear. “A great pair of smartglasses is defined by three key factors: fashion, tech, and suitability for all-day wear. The Lyte 2.0 collection successfully addresses these factors and now provides access to the world’s most popular AI assistant. By connecting to ChatGPT with your voice on Lucyd smart eyewear, you can access a wealth of detailed research on just about any subject, making it one of the most powerful mobile learning systems available.”
As recently announced, Lucyd Lyte® 2.0 eyewear is now available in 15 distinct styles, which Innovative Eyewear believes is the most of any smart eyewear on the US market. With the Lucyd app, all of these frames provide on-the-go access to ChatGPT. Lucyd smart eyewear makes it easy to use ChatGPT by combining the strength of a natural language AI bot with the natural ergonomic interface of speaking and listening on a handsfree wearable.
Download the beta version of the Lucyd app now and enjoy a free trial, or get it free when you Upgrade your Eyewear® at www.Lucyd.co.
Innovative Eyewear believes their new app may generate substantial revenue from both smart eyewear and app sales in future periods.
About Innovative Eyewear, Inc.
Innovative Eyewear is a developer and retailer of cutting-edge smart eyewear, under the Lucyd®, Nautica® & Eddie Bauer® brands. True to their mission to Upgrade Your Eyewear®, their Bluetooth audio glasses allow users to stay safely and ergonomically connected to their digital lives, and are offered in hundreds of frame and lens combinations to meet the needs of the optical market. To learn more and explore our continuously evolving collection of smart eyewear, please visit www.lucyd.co.
Tekcapital currently owns 5,189,086 shares (approximately 67%) of Innovative Eyewear, Inc.
Reference:
1 Airpods® is a registered trademark of Apple Inc.
For further information, please contact:
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Tekcapital Plc |
Via Flagstaff |
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Clifford M. Gross, Ph.D. |
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SP Angel Corporate Finance LLP (Nominated Adviser and Broker) |
+44 (0) 20 3470 0470 |
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Richard Morrison/Charlie Bouverat (Corporate Finance)/Abigail Wayne / Rob Rees (Corporate Broking)
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Flagstaff Strategic and Investor Communications |
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+44 (0) 20 7129 1474 |
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Tim Thompson/Andrea Seymour/Fergus Mellon |
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About Tekcapital plc
Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.
LEI: 213800GOJTOV19FIFZ85
Forward-Looking Statements
This press release is for informational purposes only. The information herein does not constitute investment advice nor an offer to invest and may contain statements related to our future business and financial performance and future events or developments involving Innovative Eyewear, Inc., Lucyd or Tekcapital that may constitute forward-looking statements. These statements may be identified by words such as “expect,” “look forward to,” “anticipate” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to customers, stakeholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements may be based on the current expectations and certain assumptions of Tekcapital, Innovative Eyewear Inc. or Lucyd’s management. Please note that these are subject to a number of risks, uncertainties and factors, including, but not limited to those described in various disclosures. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Innovative Eyewear Inc., Lucyd and/or Tekcapital may vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Other than as required by relevant regulation or law, neither Innovative Eyewear Inc, Lucyd nor Tekcapital intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
Photos courtesy of Innovative Eyewear Inc.
#TEK Tek Capital PLC – Guident Portfolio Company Update
Tekcapital Plc (AIM: TEK), (OTCQB: TEKCF), the UK intellectual property investment group focused on transforming university technologies into valuable products that can improve people’s lives, is pleased to announce that Guident Ltd. (“Guident”) has executed a letter of intent with Auve Tech OÜ (“Auve Tech”) to provide remote monitoring and control (“RMCC”) services for Auve Tech’s autonomous vehicles.
By combining Auve Tech’s advanced Level 4 autonomous vehicles with Guident’s RMCC software, the two companies will bring an enhanced level of safety to self-driving technology. Guident’s patented software provides human-in-the-loop supervision, adding an extra layer of security to the Auve Tech’s new MiCa autonomous shuttle. The Auve Tech next-generation vehicle is capable of autonomous driving in a variety of traffic and weather conditions, making it an ideal solution for safe, reliable, and sustainable transportation in geofenced areas and mixed-traffic environments.
The companies’ plan to launch the Auve Tech MiCa autonomous vehicle combined with Guident’s RMCC software to customers in North America during the second half of 2023.
The Auve Tech autonomous shuttle is aimed at enhancing last-mile transportation offering alternative means of transport in geofenced areas and mixed-traffic environments. Auve Tech has demonstrated its technology in various commercial projects in 12 countries and has proven that its vehicles can provide real autonomous mobility.
“Collaboration is key to driving innovation and progress in the field of autonomous vehicles. We are pleased to have executed a letter of intent (LOI) with Guident to have them provide our autonomous vehicles with their RMCC and monitoring service,” said Johannes Mossov, Chairman of the Management Board of Auve Tech. “This will enable our SAE Level 4 autonomous vehicles to have state-of-the-art, remote monitoring and control upon delivery.”
“The partnership between Guident and Auve Tech represents a step forward in creating safer, smart, and sustainable transportation solutions for communities. We are excited to see the launch of the new MiCa autonomous vehicle with Guident’s RMCC software, which promises to deliver an added layer of safety and reliability in autonomous driving,“ said Harald Braun, Chairman & CEO of Guident Ltd.
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The Market
According to Triton Market Research “the last mile AV autonomous vehicle delivery market is expected to reach $41.7 billion by 2028 with a CAGR of 19%. Contactless or “touch-free” delivery is in high demand since the COVID-19 pandemic, and Guident believes this increased demand will accelerate the roll-out of land-based delivery drones for pedestrians, food and medicines to improve their availability and reduce the costs of these deliveries.
About Guident
Guident commercializes new technology to enhance the safety, efficiency and utility of autonomous vehicles and ground-based drones using its proprietary IP & software apps for remote monitoring and control. To learn more please visit www.guident.co
About Auve Tech OÜ
Auve Tech specializes on the development and manufacturing of autonomous transportation systems. We offer a full-scope service that entails autonomous vehicles, their integration to various environments and fleet management. To learn more, please visit https://auve.tech/
About Tekcapital plc
Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.
LEI: 213800GOJTOV19FIFZ85
Tekcapital owns 100% of the share capital of Guident Ltd.
For further information, please contact:
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Tekcapital Plc |
Via Flagstaff |
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Clifford M. Gross, Ph.D. |
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SP Angel Corporate Finance LLP Nominated Adviser and Broker |
+44 (0) 20 3470 0470 |
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Richard Morrison/Charlie Bouverat (Corporate Finance) Abigail Wayne / Rob Rees (Corporate Broking) |
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Flagstaff Strategic and Investor Communications |
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+44 (0) 20 7129 1474 |
Tim Thompson/Andrea Seymour/Fergus Mellon
Vox Market Podcast – Alan Green talks about Smart Metering Systems #SMS, Sovereign Metals #SVML& Tekcapital #TEK
Alan Green, CEO of Brand Communications about the following companies:
https://www.voxmarkets.co.uk/articles/alan-green-talks-about-smart-metering-systems-sovereign-metals-tekcapital-30a7f33
#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.
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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)** |
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David Poutney* |
12,455,731 |
10.1% |
£500,000 |
1,000,000 |
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Adam Reynolds |
1,728,176 |
1.4% |
£25,000 |
50,000 |
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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:
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Belluscura plc |
Tel: +44 (0)20 3128 8100 |
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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 |
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Neil Baldwin |
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Dowgate Capital Limited Broker and Bookrunner |
Tel: +44 (0)20 3903 7715 |
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James Serjeant / Russell Cook |
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MHP Financial PR & Investor Relations |
Tel: +44 (0)20 3128 8100 |
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Katie Hunt/Peter Lambie/ Matthew Taylor |
email: Belluscura@mhpgroup.com |
#TEK Tekcapital plc – Conversion of outstanding loan amount in MicroSalt
Tekcapital Plc
(“Tekcapital” or the “Group”)
Portfolio Company Update: MicroSalt, Ltd. (“MicroSalt”)
Tekcapital converts outstanding loan amount in MicroSalt Inc.
Tekcapital Plc (AIM: TEK), (OTCQB: TEKCF) the UK intellectual property investment group focused on creating valuable products that can improve people’s lives, is pleased to announce that it has converted its outstanding convertible loan note of c.US$1.35m in MicroSalt’s U.S. operating subsidiary, MicroSalt Inc. at a value of US$2.18 per share. This values MicroSalt at US$ 20.0m.
Following this transaction, Tekcapital owns 97% of the share capital of MicroSalt Ltd. and 6,034,683 shares (78%) of MicroSalt Inc., its U.S. subsidiary.
About MicroSalt
MicroSalt, is the developer and manufacturer of a proprietary low-sodium salt called MicroSalt®. We are passionate about improving peoples’ lives with better-for-you seasonings and snacks by taking the lead in the industry by providing the best low-sodium salt solution, based on the mechanical transformation of the salt particle itself. This solution is the only one that delivers real salt flavour because it is salt. Our new patented technology produces salt crystals that are approximately one hundred times smaller than typical table salt, delivering a powerful saltiness as the micro-grains dissolve in the mouth, with approximately 50% less sodium consumption. Additionally, the ultra-small particle size enhances product adhesion, which reduces waste and provides improved flavor consistency. MicroSalt® and SaltMe® are registered trademarks of MicroSalt Inc.
To learn more about MicroSalt please visit https://www.microsaltinc.com/
To learn more about SaltMe! snacks please visit https://saltme.com/
UKIM Podcast – CEO Alan Green discusses 14 shares to watch in 2023
Alan Green joins the Podcast for a run down of his shares to watch in 2023.
We start with a look at Bidstack and the disappointing start to the year before we jump into Alan’s 14 stocks to watch in 2023.
Companies included:
- Shell (LON:SHEL)
- AstraZeneca (LON:AZN)
- Power Metal Resources (LON:POW)
- Tekcapital (LON:TEK)
- Cadence Minerals (LON:KDNC)
- ECR Minerals (LON:ECR)
- Blencowe Resources (LON:BRES)
- First Class Metals (LON:FCM)
- GreenX Metal (LON:GRX)
- Kavango (LON:KAV)
- More Acquisitions (LON:TMOR)
- China Nonferrous Gold (LON:CNG)
- Harland & Wolff (LON:HARL)
- Technology Minerals (LON:TM1)
We wish our listeners a prosperous new year.