Primorus Investments plc
("Primorus" or the "Company")
Interim Results for the six months ended 30 June 2022
Primorus Investments plc (AIM: PRIM) is pleased to announce its unaudited interim results for the six months ended 30 June 2022.
Overview
The last six months have been a difficult time for the capital markets with the war in Ukraine, rising inflation and political instability. With greater uncertainties, investors are more cautious which has had a negative effect on the asset valuations for some of Primorus' investments. Despite the level of unrealised losses in the first 6 months of this year, we remain confident in the longer-term prospects of these investments.
Notwithstanding the current market turbulence, Fresho Pty Ltd ("Fresho") successfully raised AUD$12m of new equity capital at $0.90 per share in April 2022. This represents a premium of 55% to the last investment made by Primorus in March 2021.
Primorus also invested £1,000,000 in AIM listed Clean Power Hydrogen ("CPH2"). CPH2 is a manufacturer of the membrane-free electrolyser (MFE) which is used to create hydrogen and medical grade oxygen. Since the original investment CPH2 has secured a 20-year licensing agreement with GHFG Ltd for the construction of 2 gigawatts of MFE electrolysers over a period of up to 20 years.
In addition, Alteration Earth PLC, a special purpose acquisition company which Primorus holds approximately 28% of the issued share capital, listed on the Main Market of the London Stock Exchange shortly after the period end.
Financial Results
The operating loss for the six months to 30 June 2022 was £847,000 (30 June 2021: £115,000 loss). The net loss after tax was £847,000 (30 June 2021: £115,000 loss).
Total assets, including cash, at 30 June 2022 amounted to £8.23 million (30 June 2021: £9.17 million).
Outlook
The Board remains confident that significant opportunities exist for the Company going forward. The Board is continually seeking new investment opportunities whilst also monitoring its existing investments to determine when it is appropriate to materialise them.
The Board has screened several exciting opportunities within the period and looks forward to making further investments in the near term.
We look forward to updating shareholders as and when our existing investments mature, and new investments present themselves.
The Directors would like to take this opportunity to thank our shareholders and consultants for their continued support.
Rupert Labrum Chairman
2nd September 2022
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.
For further information please contact:
| Primorus Investments plc Matthew Beardmore, Chief Executive Officer |
+44 (0)20 8154 7907
|
| Nominated Adviser Cairn Financial Advisers LLP James Caithie / Sandy Jamieson |
+44 (0) 20 7213 0880 |
Unaudited Condensed Company Statement of Comprehensive Income
for the six months ended 30 June 2022
| 6 months to | 6 months to | Year to | ||
| | | 30 June 2022 | 30 June 2021 | 31 December 2021 |
| | Unaudited | Unaudited | Audited | |
| | Not es | £'000 | £'000 | £'000 |
| Continuing operations | | | | |
| Revenue | | | | |
| Investment income | | 52 | 48 | 141 |
| Realised gain/(loss) on disposal of financial investments | | (300) | 107 | 323 |
| Unrealised gain/(loss) on market value movement of financial investments | | (500) | (21) | 19 |
| Total (losses)/gains on financial investments | | (748) | 134 | 483 |
| | | | | |
| Share based payments | | (63) | (13) | (13) |
| Operating costs | | (36) | (236) | (405) |
|
Impairment of financial investments | |
- |
- |
(106) |
| (Loss)/Profit before tax | | (99) | (115) | (41) |
| Taxation | | - | - | 150 |
| (Loss)/Profit for the period attributable to equity shareholders of the company | | (847) | (115) | 109 |
|
Other comprehensive income | | - | - | - |
| Total Comprehensive Income for the year attributable to equity shareholders of the company | |
(847) |
(115) |
109 |
|
Profit/(Loss) per share: | | | | |
| Basic profit/(loss) per share (pence) | 2 | (0.6) | (0.08) | 0.078 |
| Diluted profit/(loss) per share (pence) | 2 | (0.6) | (0.08) | 0.072 |
Unaudited Condensed Company Statement of Financial Position
as at 30 June 2022
| | 30 June 2022 | 30 June 2021 | 31 December 2021 |
| | Unaudited | Unaudited | Audited |
| Note s | £'000 | £'000 | £'000 |
| ASSETS | | | |
| Non-current assets | | | |
| Financial investments | 7,742 | 6,998 | 7,533 |
| | 7,742 | 6,998 | 7,533 |
|
Current assets | | | |
| Investments | 20 | 812 | 511 |
| Trade and other receivables | 39 | 14 | 5 |
| Cash and cash equivalents | 427 | 1,346 | 941 |
| | 486 | 2,172 | 1,457 |
| Total assets | 8,228 | 9,170 | 8,990 |
|
EQUITY | | | |
| Equity attributable to equity holders of the parent | | | |
| Share capital | 280 | 15,391 | 280 |
| Share premium account | - | 35,296 | - |
| Share based payment reserve | 76 | 13 | 13 |
| Retained earnings | 7,769 | (42,016) | 8,616 |
| Total equity | 8,125 | 8,684 | 8,909 |
| LIABILITIES | | | |
| Current liabilities | | | |
| Trade and other payables | 70 | 39 | 44 |
| Corporation tax | 33 | 447 | 37 |
| Total liabilities | 103 | 486 | 81 |
| Total equity and liabilities | 8,228 | 9,170 | 8,990 |
Unaudited Condensed Company Statement of Changes in Equity
for the six months ended 30 June 2022
| |
Share capital |
Share premium | Share based payment reserve |
Retained earnings | Total attributable to owners of parent |
|
| £'000 | £'000 | £'000 | £'000 | £'000 |
| Unaudited |
|
|
|
|
|
| Balance at 31 December 2020 | 15,391 | 35,296 | - | (41,901) | 8,786 |
|
Profit for the period |
- |
- |
- |
109 |
109 |
| Total comprehensive income for the period |
- |
- |
- |
109 |
109 |
| Issuance of share options
Shares cancelled during the year
|
-
(15,111)
|
-
(35,296) |
13
- |
-
(50,408) |
13
-
|
|
Balance at 31 December 2021 |
280 |
- |
13 |
8,616 |
8,909 |
|
Loss for the period |
- |
- |
- |
(847) |
(847) |
| Total comprehensive income for the period |
- |
- |
- |
(847) |
(847) |
|
Share based payment |
|
|
63 |
- |
63 |
| Balance at 30 June 2022 | 280 | - | 76 | 7,769 | 8,125 |
Unaudited Condensed Company Statement of Cash Flows
for the six months ended 30 June 2022
|
| 6 months to | 6 months to | Year to |
| | 30-Jun-22 | 30-Jun-21 | 31-Dec-21 |
| | Unaudited | Unaudited | Audited |
| | £'000 | £'000 | £'000 |
| Cash flows from operating activities | | | |
| Operating profit/(loss) | (847) | (115) | 109 |
| Adjustments for: | | | |
| (Profit)/Loss on disposal of financial investments | 300 | (107) | (323) |
| Fair value movement on listed investments | 500 | 21 | (19) |
| Impairment provision on unlisted investments | - | - | 106 |
| Decrease/(increase) in trade and other receivables | (34) | (11) | (3) |
| Increase/(decrease) in trade and other payables | 26 | (16) | (11) |
| Foreign exchange loss/(gain) | (132) | 81 | 55 |
| Interest income on investments | (52) | (48) | (142) |
| Share based payment | 63 | 13 | 13 |
| Income tax (credit) | - | - | (150) |
|
| (176) | (182) | (365) |
|
Income taxes paid |
(4) |
- |
(260)
|
| Net cash used in operating activities | (180) | (182) | (625) |
| Cash flows from investing activities | | | |
| Disposal proceed from sale of financial investments |
3,026 |
2,533 |
3,474 |
| Payment for financial investments | (3,360) | (5,565) | (6,468) |
| Net cash (used in) investing activities | (334) | (3,032) | (2,994) |
| Net change in cash and cash equivalents | (514) | (3,214) | (3,619) |
|
Cash and cash equivalents at beginning of period |
941 |
4,560 |
4,560 |
| Cash and cash equivalents at end of period | 427 | 1,346 | 941 |
Notes to the condensed unaudited interim financial statements
1. General Information
The condensed interim financial information for the 6 months to 30 June 2022 does not constitute statutory accounts for the purposes of Section 434 of the Companies Act 2006 and has not been audited or reviewed. No statutory accounts for the period have been delivered to the Registrar of Companies.
The condensed interim financial information in respect of the year ended 31 December 2021 has been produced using extracts from the statutory accounts for that period. Consequently, this does not constitute the statutory information (as defined in section 434 of the Companies Act 2006) for the year ended 31 December 2021, which was audited. The statutory accounts for this period have been filed with the Registrar of Companies. The auditors' report was unqualified and did not contain a statement under Sections 498 (2) or 498 (3) of the Companies Act 2006.
The auditor's report was approved by the Directors on 10th June 2022 and is available on the Company's website at www.primorusinvestments.com.
2. Basis of preparation and accounting
The financial information has been prepared on the historical cost basis. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement. This statement also includes a summary of the Company's financial position and its cash flows.
The financial statements have been prepared in accordance with the Companies Act 2006 and UK-adopted international accounting standards (UK-adopted IAS) and related interpretations. As permitted, this does not include IAS 34 "Interim Financial Reporting". This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31st December 2021. As these interim financial statements do not include all of the information or disclosures required in the annual financial statements they should be read in conjunction with the Company's 2021 annual financial statements.
3. Earnings per share
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the period. The weighted average number of equity shares in issue was 139,830,968. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share.
| | Six months to | Six months to | Year ended |
| | 30 June 2022 | 30 June 2021 | 31 December 2021 |
| | (Unaudited) | (Unaudited) | (Audited) |
| | | restated | |
| | (£'000) | (£'000) | (£'000) |
| Net profit/(loss) attributable to equity holders of the company | (847) | (115) | 109 |
| Weighted average number of shares | 139,830,968 | 139,830,968 | 139,830,968 |
| Weighted average number of diluted shares | 139,830,968 | 151,830,968 | 151,830,968 |
| Basic (loss)/profit per share (pence) | (0.6) | (0.08) | 0.078 |
| Diluted (loss)/profit per share (pence) | (0.6) | (0.08) | 0.072 |
4. Events after the reporting date
Primorus was informed on the 31 August 2022 that the board of Nomad Energy has concluded that the company is no longer solvent. An insolvency specialist is in the process of being appointed and the company will be liquidated.
Primorus sold 228 ordinary shares of £1.00 each of Supernatural Food Limited (company number 10441682) for an aggregate sale price of £39,918.24. The funds were received by Primorus on the 05 July 2022. Primorus is working with the company to try and secure a buyer for the remaining shares.
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