RNS Number : 5000R
Vela Technologies PLC
22 September 2017
 

22 September 2017

 

Vela Technologies plc

("Vela", the "Company" or the "Group")

 

Final Results for the year ended 31 March 2017

 

The Board of Vela (AIM: VELA), the investing company focused on early-stage and pre-IPO disruptive technology investments, is pleased to announce the Company's results for the year ended 31 March 2017.

The annual report and accounts and notice of annual general meeting will be posted to shareholders shortly and will be made available on the Company's website: www.velatechplc.com. The Company's Annual General Meeting will be held at 10.00 a.m. on 19 October 2017 at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB.

For further information, please contact:

 

Vela Technologies plc


Brent Fitzpatrick, Non-Executive Chairman

Antony Laiker, Director

 

 

Tel: +44 (0) 7802 262 443

 

Allenby Capital Limited

(Nominated Adviser)

Nick Athanas/Katrina Perez/Asha Chotai

 

 

 

Tel: +44 (0) 20 3328 5656

Smaller Company Capital Limited

(Broker)

Rupert Williams/Jeremy Woodgate

 

 

 

Tel: +44 (0) 20 3651 2910

 

 

chairman's statement

for the year ended 31 March 2017

 

It gives me great pleasure to present the annual report and financial statements for the year ended 31 March 2017.

 

The period under review produced total comprehensive income of £993k, resulting from significant unrealised gains on our investment portfolio (year ended 31 March 2016- £204k). The Company also generated realised gains on the sale of investments in the period amounting to £186k.  Cash at bank at the year end was approximately £383k which has been added to during the current financial year following sales of shares in BTL Group Ltd (TSX: BTL). During the financial year the Company raised £400k through the issue of unsecured loan notes in October 2016 and, in February 2017, the Company completed a 10% Bond issue with UK Bond Network Limited raising gross £550k.

 

As at 31 March 2017 gross assets were £3.85 million (31 March 2016- £2.15 million) and investments were valued at £3.45 million (31 March 2016- £1.98 million). The Board is pleased to have seen a strong uplift in the valuation of its investment portfolio in the period under review, resulting from new investments made and positive revaluations on certain investments held. Note 8 to the financial statements provides further details on the valuation of the investment portfolio and additions and disposals made during the financial year under review.

 

The Directors have reviewed numerous investments but in the period under review have only added one new investment to the portfolio, this being a £200k investment into THEVIBE Limited, a fan-to-fan ticket platform. We have also increased our holdings in Portr Limited and BTL. Whilst the remainder of the portfolio; Stream TV, Revolve Performance, Disruptive Tech Limited, The Social Superstore Limited and Rosslyn Data Technologies plc make progress we have decided to write off the remaining small balance of our investment in Advance Laser Imaging Limited. We also sold our remaining holding in SalvaRx in the period under review.

 

Shareholders should avail themselves of the Company website for full information on announcements made by the Company. The website link is www.velatechplc.com.

 

Looking forward we continue to manage our existing portfolio and review potential new investments, although we are finding that the expectations of business owners as to the valuation of their business are somewhat inflated relative to the business risk.

 

strategic report

for the year ended 31 March 2017

 

Business review

Further details of the investments made and the investee companies are detailed in the Chairman's statement and note 8 to the financial statements.

 

At the period end the Company holds approximately £383k of cash (31 March 2016: £200k) and continues to keep administration costs to a minimum so that the Company has sufficient resources to cover the Company's ongoing running costs and has maximum funds that can be dedicated to further investments.

 

Additional funds were raised during the period through the issue of bonds and convertible loan notes. These funds have provided the Company with additional capital in order to acquire additional investments. Further details regarding the loans issued in the period are provided in note 11.

 

The Company's net loss for the year is £72k (12 months ended 31 March 2016: £351k). However, the overall total comprehensive income, which also includes the unrealised gains on investments carried at fair value, was a positive £993k (2016: £204k).

 

The valuation of the investment portfolio under accounting rules and recorded in these financial statements at 31 March 2017 was £3,455k (2016: £1,918k), an increase of £1,537k on the prior year.  During the year Vela invested £602k in disruptive technology businesses.  Further details of these investment additions are given in note 8.  The Company also recorded an unrealised gain through Other Comprehensive Income on its estimate of the fair value of the investment portfolio at 31 March 2017.  This gain, of £1,127k, included a significant increase in the estimate of the fair value of the Company's investment in BTL.  We update shareholders regularly on investee company performance through our website newsfeed, as information becomes available, and further detailed information can be found here.

 

The Company has no employees and has a Board of one male executive Director and one male non-executive Director.

 

Key performance indicators (KPIs)

Measuring performance is integral to the next phase of our strategic growth. The Directors have selected KPIs to benchmark to the Company's progress. The Directors consider investment income, profit before tax and investment growth as KPIs in measuring Company performance.

 

Investment income is detailed in the statement of comprehensive income.

 

Management is satisfied with the level of costs and that these have been maintained to a minimum level and the loss is as expected for the Company.

 

Investment growth is detailed above and in note 8.

 

Principal risks and uncertainties

The preservation of its cash balances and management of the capital remain key risks for the Company, ensuring that investments are commensurate with the level of risk.

 

The Company is committed to maintaining its minimal operational costs.

 

Further information about the Company's principal risks are detailed in note 14, specifically in the currency risk, credit risk, liquidity risk and capital risk management sections.

 

Approved by the Board of directors and signed on behalf of the Board on 21 September 2017.

 

 

statement of comprehensive income

for the year ended 31 March 2017

 











Notes

Revenue

1

7

9

Administrative expenses




- share-based payments


-

(23)

- other administrative expenses


(212)

(181)

- profit/(loss) on disposal of available-for-sale assets


186

(13)

- impairment of available-for-sale assets


(25)

(143)

Total administrative expenses


(51)

(360)

Operating loss

2

(44)

(351)

Finance expense

4

(28)

-

Loss before tax


(72)

Income tax

6

-

Loss


(72)

(351)





Other comprehensive income:




Items that will or may be reclassified to profit or loss:

Fair value movement on available-for-sale investments


1,127

449

Reclassification of changes in fair value of available-for-sale investments to profit or loss


 

(62)

 

106

Other comprehensive income for the year


1,065

555





Total comprehensive income


993

204





Attributable to:                                                




Equity holders of the Company


993

204





Earnings per share




Basic and diluted loss per share (pence)

7

(0.01)

(0.07)

 

 

balance sheet

as at 31 March 2017

 

 

 

 


31 March



2016


Notes

£'000

Non-current assets




Investments

8

3,455

Current assets




Trade and other receivables

9

13

36

Cash and cash equivalents

13

383

200

Total current assets


396

236

Total assets


3,851

2,154

Equity and liabilities




Equity




Called up share capital

12

722

722

Share premium account


1,117

1,117

Available-for-sale reserve


1,873

808

Share option reserve


130

130

Retained earnings


(873)

(801)

Total equity


2,969

1,976

Current liabilities




Trade and other payables

10

22

178

Total current liabilities


22

178

Non current liabilities




Loans and borrowings

11

860

-

Total non current liabilities


860

-

Total equity and liabilities


3,851

2,154

 

These financial statements were approved by the Board, authorised for issue and signed on their behalf on 21 September 2017 by:

 

Nigel Brent Fitzpatrick MBE

Non-Executive Chairman

 

Company registration number: 03904195

 

 

cash flow statement

for the year ended 31 March 2017

 








Notes

£'000

Operating activities




Loss before tax


(72)

(351)

(Profit)/loss on disposal of available-for-sale assets


(186)

13

Impairment of available-for-sale assets


25

143

Share-based charge


-

23

Finance expenses


28

-

Decrease/(Increase) in receivables


-

(5)

Decrease in payables


(5)

(2)

Tax charge


-

-

Total cash flow from operating activities


(210)

(179)

Investing activities




Consideration for disposal of investment


247

14

Consideration for purchase of investment


(726)

(235)

Total cash flow from investing activities


(479)

(221)

Financing activities




Proceeds from issue of loans (net of issue costs)


872

-

Proceeds from the issue of ordinary share capital


-

444

Total cash flow from financing activities


872

444

Net increase in cash and cash equivalents


183

44

Cash and cash equivalents at start of year


200

156

Cash and cash equivalents at the end of the year

13

383

200





Cash and cash equivalents comprise:




Cash and cash in bank


383

200

Cash and cash equivalents at end of year

13

383

200





 

statement of changes in equity

for the year ended 31 March 2017

 

 








 

Share

 

Share

 

Retained

Available-for-sale

Share

Option

 

Total


Capital

Premium

Earnings

 reserve

Reserve

Equity


£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 April 2016

722

1,117

(801)

808

130

1,976

Transactions with owners







Issue of share options

-

-

-

-

-

-

Issue of share capital

-

-

-

-

-

-

Transactions with owners

-

-

-

-

-

-

Loss for the year

-

-

(72)

-

-

(72)

Other comprehensive income

-

-

-

1,065

-

1,065

Total comprehensive income

-

-

(72)

1,065

-

993








Balance at 31 March 2017

722

1,117

(873)

1,873

130

2,969








Balance at 1 April 2015

Issue of share options

Issue of share capital

Transactions with owners

Loss for the year

Other comprehensive income

-

-

-

555

-

555

Total comprehensive income

-

-

(351)

555

-








Balance at 31 March 2016

 

 

notes to the financial statements

for the year ended 31 March 2017

 

1 Revenue and segmental information

The Company is an investment Company and as such there is only one identifiable operating segment, being the holding and support of investments.  Furthermore, the Company operates in a single geographic segment being the United Kingdom.  The results and balances and cash flows of the segment are as presented in the primary statements.  Revenue received in the period under review represents the accrued value for interest receivable from loan notes held in investee company Stream TV Networks.

 

2 Loss from operations

Loss from operations is stated after charging/(crediting):




£'000

Auditors' remuneration for auditing of accounts

10

9

Auditors' remuneration for non-audit services

1

1

Foreign exchange losses/(gains)

4

(4)

(Profit)/Loss on disposal of available-for-sale assets

(186)

13

Impairment of available-for-sale assets

25

143

 

3 Staff costs

The average number of persons employed by the Company (including Directors) during the period was as follows:


31 March

31 March


2017

2016

Directors and senior management

2

2

Total

2

2

 

The aggregate payroll costs for these persons were as follows:


31 March 2017

£'000

31 March 2016

£'000

Aggregate wages and salaries


95

78

Social security costs


-

-

Share-based payments


-

23

Pensions costs


-

-



95

101

 

 

4 Finance expense


Loan note interest

18

-

Bond interest

10

-

Total finance expense

28

-

 

Included in finance expenses is £6k in respect of the amortisation of loan issue costs.

 

 

5 Directors and senior management

Directors' remuneration



N B Fitzpatrick

-

40

-

-

40

A Laiker

-

55

-

-

55


-

95

-

-

95

 



N B Fitzpatrick

-

32

-

-

32

A Laiker

-

46

-

-

46


-

78

-

-

78

 

Directors' and senior management's interests in shares

The Directors who held office at 31 March 2017 held the following shares:


31 March

2017

31 March

2016

N B Fitzpatrick


1,500,000

1,500,000

A Laiker


35,191,724

35,191,724

  

The total share-based payment costs in respect of options granted are:  




£'000

Directors

-

 

As at 31 March 2017, the total number of outstanding options held by the Directors over ordinary shares is 29,124,854, representing 4.0 per cent of the Company's issued share capital. Each Director holds 14,562,427 options.

 

Further details regarding the options issued are provided in note 15.

 

6 Tax


Current tax:



UK tax

-

-

Tax charge

-

-

 

A deferred tax asset relating to losses carried forward has not been recognised due to uncertainty over the existence of future taxable profits against which the losses can be used.  The Company has unused tax losses of approximately £4.5m (2016: £4.4m). In addition, a deferred tax liability on the cumulative fair value gain of £1,873k on available-for-sale assets has not been recognised on the basis that it would be offset by available taxable losses.

 

Tax reconciliation




£'000

Loss before tax

(72)

(351)

Tax at 20% (2016: 21%) on loss before tax

(14)

(74)

Effects of:



Other expenses not deductible

-

7

Utilisation of losses

-

-

Unrelieved losses carried forward

14

67

Total tax (credit)/expense

-

-

 

7 Loss per share

Loss per share has been calculated on a loss after tax of £72,000 (2016: £351,000 loss) and the weighted number of average shares in issue for the year of 721,588,020 (2016: 533,749,896).

 

The loss and weighted average number of shares used in the calculations is set out below:

 

Loss (£'000)

(72)

Loss per share (pence)

(0.01)

 

8 Investments

31 March

31 March


2016


£'000

Opening balance

1,918

1,147

Additions during the year

602

386

Disposals during the year

(163)

(17)

Exchange rate differences

(4)

3

Gain included in Other Comprehensive Income

1,127

449

Current year impairment charged to profit or loss

(25)

(50)

Closing balance

3,455

1,918




Additions during the year:

Further investment in BTL

On 6 May 2016 the Company subscribed for 41,666 shares and 41,666 warrants in BTL for consideration of CAN$25,000.

 

On 18 November 2016, the Company acquired a further 41,666 shares in BTL, via the exercise of the 41,666 warrants, for consideration of CAN$41,666. As at 31 March 2017, taking into account the disposals below, the Company held 689,800 shares in BTL, equivalent to 4.0 per cent. of BTL's share capital.

 

In addition, on 23 March 2017, the Company conditionally acquired 50,000 shares and 25,000 warrants in BTL for consideration of CAN$135,000. This transaction has been included within investment additions in the period, on the basis that the consideration was paid before 31 March 2017 and the transaction was substantially complete by 31 March 2017.

 

Conversion of Stream TV loan note

On 23 June 2016 the Company entered into a conversion notice agreeing to an early conversion of its $100,000 Stream TV Convertible Promissory Notes (CPN's), along with accrued interest of $43,693, into new Class A common shares in Stream TV at a price of $3.00 per share.  The accrued interest includes a bonus of $7,500 as a consequence of early conversion.   Following the conversion, the Company has an interest of 0.14% in the Class A common share capital of Stream TV.

 

Investment in THEVIBE Limited

In September 2016 the Company submitted an order to Crowdcube to invest £200,000 in THEVIBE Limited. On 3 October 2016 the investment became binding and completed in November 2016.  Following completion of the funding round the Company holds 428,346 ordinary shares in THEVIBE Limited.

 

Further investment in Portr Limited

On 10 January 2017 the Company invested a further £100,000 in Portr for 9,452 ordinary shares.  Following this new investment the company was interested in 111,441 ordinary shares. A further £150,000 was invested in Portr in February 2017 for a further 14,178 ordinary shares. 

 

Disposals during the year:

 

Disposal of SalvaRx shares

Between April 2016 and August 2016 the Company disposed of all of the shares held in SalvaRx for an aggregate consideration of £68,505, net of disposal costs.

 

Sale of Rosslyn Data Technologies plc shares

In July 2016 and January 2017, the Company disposed of 30,000 shares and 73,368 shares respectively for an aggregate consideration of £8,485 net of transaction costs.

 

Sale of BTL shares

During March 2017 the Company disposed of 94,232 shares in BTL for an aggregate consideration of £169,530 net of transaction costs.

 

Transfer of Portr Limited shares

In February 2017, the Company transferred 3,780 shares in Portr Limited as consideration for the provision of a personal guarantee, as detailed in note 11. The Company held 121,839 shares in Portr Limited as at 31 March 2017.

 

 

9 Trade and other receivables


31 March

31 March


2016


£'000

Other receivables

13

13

Prepayments and accrued income

-

23


13

36

 

10 Trade and other payables

31 March

31 March


2016


£'000

Trade payables

5

13

Accruals and deferred income

17

165


22

178




 

11 Loans and borrowings

Loans due after 1 year

31 March 2017

£'000

31 March 2016

£'000

Convertible loan notes

408

-

Bonds

452

-


860

-

On 9 September 2016, the Company issued £400,000 of convertible unsecured loan notes to certain Shareholders, including Antony Laiker (a director of the Company).  The loan notes are repayable on 30 September 2018 and carry an annual interest rate of 8 per cent.  The Loan Notes will be convertible into Ordinary Shares at 0.15p per share, a discount of 6.25 per cent. to the closing bid price of 0.16p per share on 8 September 2016. The Directors consider the convertible loan notes to represent a compound financial instrument. The Directors consider the equity element of the instrument to be immaterial. Accordingly, the full balance is classified as a financial liability.

On 1 February 2017, the Company launched the issue of secured bonds, through UK Bond Network, to raise £550,000 for the Company.  The Bonds have a coupon of 10% and a term of 3 years with full repayment in cash of the principal amount of the Bonds due at maturity.  The Bonds may be repaid at the option of Vela: (i) after the first anniversary of the issue of the Bond, together with all accrued (but unpaid) interest on the amount prepaid; or (ii) prior to the first anniversary of issue, together with the interest that would have accrued up to the first anniversary had the Bond not been prepaid.  The Bonds will not be convertible into ordinary shares in the capital of the Company.

The Bonds are secured by way of a fixed charge over the shares that the Company owns in Portr Limited and a floating charge over all other assets of the Company present and future.

Further protection for bondholders has been provided through a personal guarantee being given by Scott Fletcher, an existing shareholder in the Company and the Chairman of UK Bond Network. As consideration for the provision of the personal guarantee, Scott Fletcher received a fee of £40,000 from the Company which was satisfied by the Company transferring 3,780 shares that it previously held in Portr Limited to Scott Fletcher.

 

The loan balances above are stated net of debt issue costs and rolled up interest amounting to £90k.

12 Share capital

31 March

31 March


2016


£'000

Authorised capital



9,999,520,000 ordinary shares of 0.1 pence each

10,000


10,000

Allotted, called up and fully paid capital



721,588,020 ordinary shares of 0.1 pence each

722


722

 

Allotments during the period

The Company allotted the following ordinary shares during the year:

31 March 2017

Shares in issue at 1 April 2016

721,588,020

Shares issued during the year

-

Shares in issue at 31 March 2017

721,588,020

 

31 March 2016

Shares in issue at 1 April 2015

459,088,020

Shares issued during the period

262,500,000

Shares in issue at 31 March 2016

721,588,020

 

On 26 September 2016, the Company passed a resolution to consolidate every 1,500 ordinary shares of 0.1p into one consolidated ordinary share of 150p ("Consolidated Ordinary Share"). All fractional shareholdings resulting from the consolidation were aggregated and sold for the best price reasonably obtainable. The proceeds were then distributed to the shareholders, subject to a minimum entitlement of £3, with the balance being retained by the Company.

 

Each Consolidated Ordinary Share of 150p arising from the consolidation was subsequently sub-divided into 1,500 ordinary shares of 0.1p. The retained balance of proceeds received by the Company amounted to £286.

 

13 Cash and cash equivalents

Cash and cash equivalents comprise the following:

31 March

31 March


2016


£'000

Cash and cash in bank:



Pound sterling

Cash and cash equivalents at end of year

383

 

 

14 Financial instruments

The Company uses various financial instruments which include cash and cash equivalents, loans and borrowings and various items such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations and manage its working capital requirements.

 

The fair values of all financial instruments, other than certain investments recorded at cost, are considered equal to their book values. The existence of these financial instruments exposes the Company to a number of financial risks which are described in more detail overleaf.

 

The main risks arising from the Company's financial instruments are currency risk, credit risk and liquidity risk. The Directors review and agree the policies for managing each of these risks and they are summarised below. The Company does not have any borrowings on which interest is charged at a variable rate. The Directors, therefore, do not consider the Company to be exposed to material interest rate risk.

 

Currency risk

The Company's shareholdings in BTL and Stream TV are denominated in Canadian Dollars and US Dollars respectively, which gives rise to exposure to foreign currency risk. The Directors have considered the risk and do not deem it necessary to enter into any specific risk management arrangements at the present time. The Directors will continue to review the position going forward to ensure this remains appropriate in the context of the Company's risk profile.

 

Credit risk

This section along with the liquidity risk and capital risk management sections below also form part of the strategic report.

 

The Company's exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, as summarised below:

31 March

31 March


2016

Classes of financial assets - carrying amounts

£'000

Available-for-sale financial assets measured at fair value through other comprehensive income (*)

 

1,918

Loans and receivables

13


3,468

 

* where a reliable estimate of fair value cannot be determined, the investment is measured at cost less impairment (see below).

 

The Company's management considers that all of the above financial assets that are not impaired for each of the reporting dates under review are of good credit quality.

 

The Company's financial assets are secured, as detailed in note 11.

 

The Company is required to report the category of fair value measurements used in determining the value of its investments, to be disclosed by the source of its inputs, using a three-level hierarchy. There have been no transfers between Levels in the fair value hierarchy.

 

Quoted market prices in active markets - "Level 1"

Inputs to Level 1 fair values are quoted prices in active markets for identical assets.  An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  The Company has two (2016: three) investments classified in this category. The aggregate historic cost of the two investments is £299,393 (2016: £355,950 in respect of three investments) and the fair value as at 31 March 2017 was £1,446,713 (2016: £343,787).

 

Valued using models with significant observable market parameters - "Level 2"

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.  The Company has one (2016: one) unquoted investment classified in this category. The historic cost of this investment is £586,034 (2016: £351,343) and the fair value as at 31 March 2017 was £1,289,058 (2016: £1,079,050), giving rise to a cumulative gain of £703,024 credited to the available-for-sale reserve as at 31 March 2017. The investment was valued using the transaction price ascribed to the shares following a placing by the investee Company in March 2017.

 

Valued using models with significant unobservable market parameters - "Level 3"

Inputs to Level 3 fair values are unobservable inputs for the asset.  Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models).  As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset.  The Company holds 25,000 warrants, with an estimated fair value of £22,750, in relation to shares in one of its investee companies.

 

The Company has six (2016: five) investments that are held at cost less impairment as a reliable estimate of fair value cannot be determined. An impairment charge of £25,000 (2016: £50,000) has been recognised directly in profit or loss in respect of one of these investments. As at 31 March 2017 the historical cost of these investments amounted to £771,504 (2016: £545,413) and their aggregate carrying value was £696,504 (2016: £495,413).

 

Liquidity risk

The Company maintains sufficient cash to meet its liquidity requirements. Management monitors rolling forecasts of the Company's liquidity on the basis of expected cash flow in accordance with practice and limits set by the Company. In addition, the Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these.

 

Maturity analysis for financial liabilities


31 March 2016



Within

Later than



1 year

1 year



£'000

£'000

At amortised cost:




Financial liabilities at amortised cost


178



 

Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. This is achieved by making investments commensurate with the level of risk. The Company is performing in line with the expectations of the Directors.

 

The Company monitors capital on the basis of the carrying amount of equity. The Company policy is to set the amount of capital in proportion to its overall financing structure, i.e. equity and long-term loans. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or loan notes, or sell assets to reduce debt.

 

15 Share-based payments

The Company rewards its Directors using equity settled share-based payments.

 

No new share options have been issued in the current accounting period and the total number of options outstanding at 31 March 2017 was 29,124,854 (2016: 29,124,854). None of the options issued have either lapsed or been exercised in the period.

 

The options have historically been valued using the Black Scholes option pricing model.

 

The amount of remuneration expense in respect of the share options granted amounts to £NIL (2016: £23,000).

 

 

Details of the options outstanding at the year end and the inputs to the option pricing model are as follows:

 

 


Options granted

Options granted

Options granted

Options

granted



22 October

18 September

2 October

8 April



2015

2015

2014

2014

Share price at grant date (pence)

0.21

0.19

0.33

1.50

Exercise price (pence)

0.21

0.15

0.33

0.85

Expected life (years)

7

7

7

7

Annualised volatility (%)

79.47

70.98

95.16

74.23

Risk-free interest rate (%)

2.0

2.0

2.0

2.0

Fair value determined (pence)


0.26

Number of options granted


4,000,000

Options exercisable at 31 March 2017


4,000,000

 

None of the options outstanding as at 31 March 2017 are subject to any performance criteria

 

16 Related party transactions

During the period the Company entered into the following related party transactions. All transactions were made on an arm's length basis.

 

Ocean Park Developments Limited

Nigel Brent Fitzpatrick, Non-Executive Director, is also a Director of Ocean Park Developments Limited.  During the year the Company paid £40,000 (2016: £32,000) in respect of his Directors fees to the Company. The balance due to Ocean Park Developments Limited at the year end was £nil (2016: £nil).

 

Risk Alliance Insurance Brokers Limited

Nigel Brent Fitzpatrick, Non-Executive Director, is also a Director of Risk Alliance Insurance Brokers Limited.  During the year the Company paid £5,756 (2016: £5,510) in respect of insurance fees at arm's length.  The balance due to Risk Alliance Insurance Brokers Limited at the year end was £nil (2016: £nil).

 

Widdington Limited

Antony Laiker, Director, is also a Director of Widdington Limited. During the year the Company paid £55,000 (2016: £46,000) in respect of his Directors fees to the Company. The balance due to Widdington Limited at the year end was £nil (2016: £nil).

 

During the year Antony Laiker subscribed for £200,000 of the 8% loan notes.

 

Kevin Sinclair

Kevin Sinclair, a shareholder of the Company, subscribed for £100,000 of the new bonds under the Company's 10% bond issue in February 2017.  At 31 March 2017, Kevin Sinclair held 106,449,000 (14.75%) of the issued share capital of the Company through JIM Nominees Ltd.

 

Scott Fletcher

Scott Fletcher, a shareholder of the Company, subscribed for £200,000 of the 8% convertible loan notes issued by the company in September 2016.

 

Scott Fletcher also issued a personal guarantee relating to the payment obligations of the Company in respect of the 10% bond issue to a maximum guaranteed amount of £575,000.   In consideration of Scott Fletcher entering into the personal guarantee, the Company entered into an agreement with him to pay him a fee of £40,000.  This fee was satisfied by the Company transferring to him 3,780 ordinary shares in Portr, an investee company.  As part of this agreement the Company has agreed that, until the Bonds have been repaid in full, the Company shall not increase the balance of its indebtedness beyond an aggregate amount of £950,000 without having notified Scott Fletcher and receiving his prior written consent.

 

Scott Fletcher held 63,944,656 Ordinary Shares at 31 March 2017 representing 8.86 per cent. of the issued share capital of the Company in addition to the 8% convertible loan notes above.  He is also the chairman of UK Bond Network Limited, which acted on behalf of the Company in relation to the bond issue.

 

17 Events after the balance sheet date

 

Disposal of BTL shares

On 6 April 2017, the Company disposed of 56,700 common shares held in BTL generating net proceeds of CAN$232,564.

 

On 19 April 2017, the Company disposed of 20,000 common shares held in BTL for a consideration of CAN$92,850. 

 

On 30 May 2017, the Company disposed of a further 50,000 common shares held in BTL for a consideration of CAN$263,106.

 

Investment in BTL Group Ltd

On 18 April 2017 the Company announced the completion of a follow-on investment of C$135,000 in BTL Group Ltd.

 

Investment in Rosslyn Data Technologies plc

On 26 April 2017, the Company announced that it had conditionally subscribed for 1,111,111 ordinary shares for a consideration of £50,000. Vela is interested in 1,411,111 ordinary shares in Rosslyn Data Technologies representing 0.75% of the company's issued share capital.

 

18 Annual report and accounts

 

The annual report and accounts will be posted to shareholders shortly, and will be available on the Company's website: http://www.velatechplc.com/.

 

19 Annual General Meeting

 

The Company's Annual General Meeting will be held at 10.00 a.m. on 19 October 2017 at the offices of Allenby Capital, 5 St Helen's Place, London, EC3A 6AB. Notice of the Annual General Meeting will be sent to shareholders with the annual report and accounts.

 

Extraction of information in this announcement

The financial information, which comprises the statement of comprehensive income, balance sheet, cashflow statement, statement of changes in equity, and related notes to the financial statements, is derived from the full Company financial statements for the year ended 31 March 2017, which have been prepared under European Union endorsed International Financial Reporting Standards (IFRS) and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. It does not constitute full financial statements within the meaning of section 434 of the Companies Act 2006. This financial information has been agreed with the auditor for release.

The full annual report and financial statements for the year ended 31 March 2017, on which the auditor has given an unqualified report and which does not contain a statement under section 498 of the Companies Act 2006, will be delivered to the Registrar of Companies in due course.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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