RNS Number : 3268O
Bion PLC
31 January 2023
 

31 January 2023

 

BiON plc

("BiON" or the "Company") 

 

Interim Results

 

BiON (AIM: BION), an AIM Rule 15 cash shell, announces its unaudited interim results for the six months ended 31 October 2022.

 

Due to the Company changing its financial year end, as announced on 5 October 2022, the comparative period represents the six months from 1 January 2021 to 30 June 2021 ("H1 2021").

 

Summary

·    During the period, the Company operated as an AIM Rule 15 cash shell

·    The Company actively sought a suitable reverse candidate and assessed various business opportunities

·    As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022

·    From the suspension date, BiON has six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled

·    As at 31 October 2022, BiON had cash and cash equivalents of £480 thousand (30 April 2022: £1 thousand; 30 June 2021: £179 thousand)*

* Following becoming an AIM Rule 15 cash shell, the Company has, from 1 May 2022, adopted Pound Sterling (GBP) as its functional presentational currency. Accordingly, the results for the previous periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021). See the Financial Review for further details.     

 

 

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

 

Enquiries:                                                          

 

BiON plc


c/o Gracechurch Group

 


Beaumont Cornish Limited (Nominated Adviser)


Roland Cornish, Asia Szusciak    



Optiva Securities Limited (Broker)


Vishal Balasingham



Gracechurch Group (Financial PR Adviser)


Claire Norbury



 

Strategic Report

 

Overview

 

The Company is an AIM Rule 15 cash shell whose principal activity is to identify potential acquisition opportunities. The Company's strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors will consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.

 

During the period under review, the Company actively sought a suitable reverse candidate and assessed various business opportunities. As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022.

 

Outlook

 

Since period end, the Company has been active in its search for acquisition opportunities and is reviewing a number of potential candidates. BiON has six months from 20 October 2022 to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

 

The Company will update the market as appropriate.

 

Financial Review

 

This report covers the six months ended 31 October 2022. As noted, due to the Company changing its financial year end, the comparative period represents the six months from 1 January 2021 to 30 June 2021.

 

Change in functional and presentational currency

 

Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021).    

 

Results summary

 

£000's

Revenue

Operating expenses

Loss before tax

Loss per share

 

The results reflect the six months to 31 October 2022 being a period when the Company was a cash shell, having disposed of its operating entity on 19 April 2022. As noted above, the operating expenses incurred during the period consist primarily of administrative and professional fees.

 

Cash flow and funds

 

Net cash used in operating activities was £479 thousand (H1 2021: £796 thousand). Cash and cash equivalents at 31 October 2022 was £480 thousand (30 April 2022: £1 thousand; 30 June 2021: £179 thousand).


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION



 

 

 

 

 

 

 

 

 

31.10.2022

 

30.06.2021

 

30.04.2022

 

 

 

£'000

 

£'000

 

£'000

 

 

 

unaudited

 

unaudited

 

audited

ASSETS

 

 



 

 

 

NON-CURRENT ASSETS

 

 






Intangible assets

Property, plant and equipment

Right-of-use assets

Total non-current assets

 








CURRENT ASSETS

 

 






Trade and other receivables

 

 

Amounts due from related parties

 

 

Cash and cash equivalents

 

 

Total current assets

 

 

 



  



Total assets

 

 

 



 





EQUITY

 

 

 





Stated capital

 

 

Foreign translation reserve

 

 

Retained loss



Merger reserve

 

 

Total shareholders' equity



Non-controlling interests



Total equity

 

 

 



 





CURRENT LIABILITIES

 

 

 





Trade and other payables

 

 

Lease liabilities

 

 

Short-term borrowings

 

 

Income tax liabilities

 

 

Total current liabilities

 

 

 



 





NON-CURRENT LIABILITY

 

 

 





Government grants deferred income

 

 

Long-term borrowings

 

 

Lease liabilities

 

 

Amounts due to directors

 

 

Deferred taxation

 

 

Total non-current liabilities

 

 

 



 





Total liabilities

 

 

 








Total liabilities and equity

 

 
















 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME



 

 

PERIOD ENDED

 

 

 

PERIOD

ENDED

31.10.2022

30.06.2021

 

 

£'000

 

£'000

 

 

unaudited

 

unaudited

 



 


 

Revenue

 

Cost of sales


Gross (loss)/profit

 





Other income

 

 

 




Less: operating expenses


Administrative expenses


Operating loss

 



Finance income

 

Finance costs

 

Loss before taxation

 



Income tax expense

 

Loss for the year

 





Other comprehensive loss

 


Exchange difference on translation of foreign operations

Total comprehensive loss

 





Loss per share:

 



Basic (RM)

 

Diluted (RM)

 

 


 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 



 

PERIOD ENDED

 

 

 PERIOD

ENDED

 

 

31.10.2022

 

30.06.2021

 


 £'000

 

 £'000

 


unaudited

 

unaudited

 

 



 

 

 




CASH FLOW FROM OPERATING ACTIVITIES

 




Loss before taxation


Adjustments for:

 




Amortisation of intangible assets


Depreciation of property, plant and equipment


Depreciation of right-of-use assets


Government grant income


Interest expenses: -

 

- Lease liabilities interest

 

- Loan interest

 

Interest income

 

Unrealised gain on foreign exchange

 

Cash flow used in operating activities before working capital changes

 



Decrease in trade and other receivables


(Decrease)/increase in trade and other payables


(Increase)/decrease in amount due from related parties


Cash flow from operating activities

 



Interest paid


Interest received

 

NET CASH FLOW FROM OPERATING ACTIVITIES

 





CASH FLOW FOR INVESTING ACTIVITIES

 




Purchase of property, plant and equipment

 

NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES

 





 

 




CASH FLOW FOR FINANCING ACTIVITIES

 





 

Principle elements of lease payment


NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES

 

 





Net increase/(decrease) in cash and cash equivalents

 

Effects of foreign exchange translation

 

Cash and cash equivalents at the beginning of the period

 

Cash and cash equivalents at the end of the period

 







 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.   BASIS OF PREPARATION

The interim report has been prepared in accordance with UK adopted International Accounting Standards, including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are presented.

The financial statements are presented in GBP unless otherwise stated and is the currency of the primary economic environment in which the Company now operates. All values are rounded to the nearest thousand pounds ("£'000") except where otherwise indicated.

Change in functional and presentational currency

 

Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021).    

 

 

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