20 October 2020

Vela Technologies plc

('Vela' or 'the Company')

Half-yearly report for the six months ended 30 September 2020

The Board of Vela (AIM: VELA) announces its interim results for the six months ended 30 September 2020.

Chairman's Statement

The period under review has been one of significant activity and within this chairman's statement I report on a number of developments covering investment activity, funding and group structure that have occurred in the last six-month period. I am pleased to report that Vela is now positioned on a stronger financial footing with an investment portfolio of six businesses and a strong pipeline of near-term investment opportunities.

Between 17 April 2020 and 27 April 2020 the Company disposed of the remainder of its holding of 1,100,000 ordinary shares in Rosslyn Data Technologies plc, generating cash proceeds of £42,503 for the Company.

During June 2020 North Peak Resources Limited, formerly Interbit Limited, completed its change of business to that of a mining operator with an emphasis on gold production. In July 2020 it announced the consolidation of its shares with the result that Vela's holding has become 310,000 common shares.  This continues to represent approximately 1.75% of North Peak's issued share capital.

We continue to hold 71,429 shares, representing 1.42% of the ordinary share capital, in WeShop Limited, which raised £9,000,000 through the issue of a convertible loan note in August 2020. WeShop continues to develop its offering.

During the period a number of proposals for the resolution of the Company's obligation to repay £550,000 of bonds were put to the Board. I am pleased to say that on 31 July 2020 the Company announced a capital re-organisation, conversion of its Bonds, the disposal of certain of its assets and a fundraise of £1.0 million (before expenses). All these actions are explained in the announcement issued on 31 July 2020.

On 26 August 2020 we completed the proposals outlined on 31 July 2020, including the appointment of a new Executive Director, James Normand. James will bring to Vela his long experience of making and advising on corporate acquisitions and disposals, including most recently as chairman of All Active Asset Capital Limited; and I give him my warmest welcome. Sadly, as part of the reorganisation referred to above, Antony Laiker, my fellow director, decided to step down as Executive Director and to leave the board. I should like to express my gratitude to Antony for his work and dedication to Vela over the previous number of years.

Certain announcements, especially such as those published on 31 July 2020 and 26 August 2020, reflect a huge amount  of work behind the scenes and to that extent I should like to thank Peterhouse Capital, Hewitsons, Allenby Capital, haysmacintyre and Bailey Wilson for their important contributions, especially during unsocial hours.

Your company is now debt free, well capitalised with a portfolio of six investments (details of which can be found on the Company's website - www.velatechplc.com) and cash on deposit, at 30 September 2020, of £1,628,000. The cash at 30 September 2020 includes proceeds of £925,480 generated as a result of the exercise of warrants during September. The Company has post period end invested £250,000 in Mode Global Holdings plc, a UK-based fintech group, as announced on 5 October 2020.

The Board is currently considering a number of investment opportunities in line with its existing investing policy and certain of these potential new investments are at an advanced stage of due diligence, documentation and/or completion. The Board anticipates a lively second half of the financial year and announcements will be made by the Company at the appropriate time.

Brent Fitzpatrick MBE

Chairman

For further information, please contact:

About Vela Technologies   

Vela Technologies (AIM: VELA) is an investing company focused on early stage and pre-IPO long term disruptive technology investments. There are currently 6 investments in the portfolio which have either developed ways of utilising technology or are in the process of developing technology with a view to disrupting the businesses or sector in which they operate. More recently, Vela Technologies has broadened its focus to include existing listed companies where valuations may offer additional opportunities.

Unaudited Statement of Comprehensive Income

for the six months ended 30 September 2020

Unaudited Balance Sheet

as at 30 September 2020

Unaudited Cashflow Statement

for the six months ended 30 September 2020

Unaudited Statement of Changes in Equity

for the six months ended 30 September 2020

Notes to the Interim Accounts

for the six months ended 30 September 2020

1. General information

Vela Technologies PLC is a company incorporated in the United Kingdom.

These unaudited condensed interim financial statements for the six months ended 30 September 2020 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.  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 31 March 2020 and are presented in pounds sterling.

The comparative figures for the financial year ended 31 March 2020 have been extracted from the Company's statutory accounts which have been delivered to the Registrar of Companies and reported on by the Company's Auditors.  Their report was unqualified and contained no statement under section 298 (2) or (3) of the Companies Act 2006.

2. Changes in accounting policy

The assessment of new standards, amendments and interpretations issued but not effective are not anticipated to have a material impact on the interim financial statements.

3. Going concern

The Directors have considered the Company's activities, together with the factors likely to affect its future development and performance, the financial position of the Company, and its cash flows and liquidity position, taking account of the current market conditions. This review has demonstrated that the Company shall continue to operate within its own resources.

The Directors believe that the Company is well placed to manage its business risks successfully and that the Company has adequate resources to continue in operational existence for the foreseeable future.  Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

4. Investments

Fixed asset investments are stated at fair value.

5. Earnings / (loss) per share

Earnings per share have been calculated on a loss of £63,000 (six months to 30 September 2019: £258,000 loss; year to 31 March 2020: £1,412,000 loss) and the weighted number of average shares in issue for the period of 6,268,041,075 (30 September 2019: 1,718,943,717; 31 March 2020: 1,534,283,948).

Reconciliation of the loss and weighted average number of shares used in the calculations are set out below:

6. Investments

Disposal of investment in Rosslyn Data Technologies plc

Between 17 April 2020 and 27 April 2020 the Company disposed of a total of 1,100,000 ordinary shares in Rosslyn Data Technologies plc at prices between 3.8 pence per share and 3.95 pence per share and with an average price of 3.86 pence per share, generating proceeds of £42,503 for the Company.  Following the disposal, Vela no longer held any shares in Rosslyn Data.

Disposal of certain investments to Bixx Limited

The Directors took the decision to dispose of its investments in Portr, Argo Blockchain, Vibe Group Holdings, Stream TV, Advanced Laser Imaging and Nektan to a newly formed company - Bixx Limited - for consideration totalling £855,000 payable after seven years.  Bixx Limited was incorporated on 24 July 2020 and its entire issued share capital was held by existing shareholders of Vela, such that the Vela shareholders as at the respective record date of the transaction had the same proportionate beneficial interest in Bixx Limited as they had in the Company. These investments had a carrying value of £555,000 in the audited financial statements at 31 March 2020. Under IFRS9 investments have been valued at fair value and the movement charged to profit and loss.

Further details on the disposal and the terms of the disposal are contained in the announcement released by the Company on 31 July 2020.

7. Non-current assets

8. Share capital

  Allotments during the period

  The Company allotted the following ordinary shares during the period:

Share reorganisation

On 26 August 2020, the Company undertook a share reorganisation.

In order to facilitate the conversion of the Bonds, the ordinary shares of 0.1p were subdivided into;

a.     one ordinary share of 0.02p each, and

b.     one deferred share of 0.08p each

The deferred shares have limited rights and are effectively valueless and are not admitted to trading.

In order to facilitate the placing, the ordinary shares of 0.02p each, effected by the first share reorganisation, were sub-divided into;

a.     one new ordinary share of 0.01p each, and

b.     one special deferred share of 0.01p each

The new ordinary shares have the same rights as the previous ordinary shares. 

The special deferred shares are 'stapled' to the shares in Bixx Limited for transfer purposes and are only transferable alongside the shares held in Bixx Limited.

The Special Deferred Shares are not admitted to trading on AIM (or any other investment exchange). The holders of the Special Deferred Shares do not, by virtue or in respect of their holdings of Special Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting.

The number of shares in issue did not change as a result of the reorganisations. 

Placing and fundraise

On 26 August 2020 the Company raised £1.0 million via the placing of 4,166,666,875 ordinary shares in the Company at a price of 0.024 pence per share. In addition, 4,166,666,875 warrants to subscribe for new Ordinary Shares at a price of 0.06 pence per share were granted to the subscribers in the Placing on a pro rata basis to the size of their subscriptions in the Placing. 

On the same date 104,166,666 ordinary shares were issued at the placing price of 0.024 pence per share to Peterhouse Capital Limited in lieu of corporate fees in relation to the transaction.  In addition, 215,155,817 broker warrants were granted to Peterhouse Capital Limited to subscribe for new ordinary shares, exercisable at the placing price and expiring on 1 September 2021.

On the same date 235,416,666 ordinary shares were issued at the placing price of 0.024 pence per share to Antony Laiker, the former executive director of the Company, in lieu of part of his notice period and fees owed amounting to, in aggregate, £56,500.

On the same date 916,666,653 ordinary shares were issued at a conversion price of 0.06p per share to the bondholders, in settlement of the principal outstanding of £550,000.

Exercise of warrants and issue of equity

On 16 September 2020, the Company announced the issue of 1,434,967,250 new ordinary shares of 0.01p pursuant to the exercise of warrants to subscribe for new Ordinary Shares at a price of 0.06p per Ordinary Share, generating proceeds of £860,980 for the Company.

On 29 September 2020, the Company announced the issue of 107,499,999 new ordinary shares of 0.01p pursuant to the exercise of warrants to subscribe for new Ordinary Shares at a price of 0.06p per Ordinary Share, generating proceeds of £64,500 for the Company.

9. Loans and borrowings

On 1 February 2017, the Company launched the issue of secured bonds (the 'Bonds'), through UK Bond Network, to raise £550,000 for the Company.  The Bonds had a coupon of 10% and an original term of three years with full repayment in cash of the principal amount of the Bonds originally due on 17 February 2020.

The Bonds were secured by way of fixed and floating charges over all assets of the Company present and future.

On 13 February 2020, Jade State Wealth Limited (the 'Security Trustee') confirmed, in its capacity as Security Trustee to the Bonds, and under the powers granted to it under the terms of the Bonds, that it had no objection to granting an indulgence of six months to the Company on the repayment date, being satisfied that it was in the interests of all parties to grant this period. Other than the repayment date of the Bonds being extended to 17 August 2020, all other terms of the Bonds remained unchanged.

The Company announced that it had insufficient cash resources to settle its outstanding bonds amounting to £550,000 on the scheduled repayment date of 17 August 2020. Furthermore, the security trustee of the bonds was not in a position to further extend the repayment date for the Bonds. Accordingly, it was proposed and later agreed that the outstanding bonds be converted to new ordinary shares.

On 26 August 2020, 916,666,653 ordinary shares were issued to Bondholders at a conversion price of 0.06p per share.

The comparative loan balances above are stated net of debt issue costs and rolled up interest amounting to £90,000.

10. Financial instruments

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 (2019: five) investments classified in this category. The aggregate historic cost of the two investments is £558,768 (31 March 2020: £887,919) and the fair value as at 30 September 2020 was £53,211 (31 March 2020: £197,757)

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 two (2019: five) unquoted investment classified in this category. The historic cost of this investment is £563,584 (31 March 2020: £1,362,922,479) and the fair value as at 30 September 2020 was £483,145 (31 March 2020: £276,103), giving rise to an impairment charge recognised directly in profit or loss in the period.

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.  None of the Company's investments are valued using this technique.

The Company has one (2019: three) investment that is held at cost less impairment because a reliable estimate of fair value cannot be determined. As at 30 September 2020 the historical cost of this investment amounted to £250,000 (31 March 2020: £725,000) and its aggregate carrying value was £50,000 (31 March 2020: £150,000).

11. Share based payments

Grant of Options

On 26 August 2020, James Normand, a newly appointed director, was granted 180,000,000 options to subscribe for ordinary shares of 0.01p each in the Company. The options have an exercise price of 0.024p and are exercisable for a period of ten years from the date of the grant. Half the options become exercisable 12 months after grant, subject to the Company's closing mid-market share price being at least 0.048p per Ordinary Share for 30 consecutive business days, and the remaining half become exercisable 24 months after grant, subject to the Company's closing mid-market share price being at least 0.072p per Ordinary Share for 30 consecutive business days.

In addition, also on 26 August 2020, Brent Fitzpatrick, Non-Executive Chairman of the Company, was granted 90,000,000 options to subscribe for rdinary shares in the Company. The options have an exercise price of 0.024p and are exercisable for a period of ten years from the date of the grant. Half the options become exercisable 12 months after grant, subject to the Company's closing mid-market share price being at least 0.048p per Ordinary Share for 30 consecutive business days, and the remaining half become exercisable 24 months after grant, subject to the Company's closing mid-market share price being at least 0.072p per Ordinary Share for 30 consecutive business days. Following this grant of options, Brent Fitzpatrick now holds a total of 104,562,427 share options equivalent to 1.46 per cent. of the issued share capital of the Company.

12. 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 chairman, is also a director of Ocean Park Developments Limited.  During the period the Company paid £21,000 (six months ended 30 September 2019: £26,000; year ended 31 March 2020: £52,000) in respect of his director's fees to the Company.  The balance due to Ocean Park Developments at the period end was £nil (30 September 2019 £nil; 31 March 2020: £nil).

Widdington Limited

Antony Laiker, a director in the period under review, is also a director of Widdington Limited.  During the period the Company paid £32,000 (six months ended 30 September 2019: £32,000; year ended 31 March 2020: £64,000) in respect of his director's fees to the Company.  The balance due to Widdington Limited at the period end was £nil (30 September 2019 £nil; 31 March 2020: £nil).

The Company also issued 235,416,666 new ordinary 0.01p shares in lieu of £22,500 of outstanding fees and £34,000 in connection with certain amounts owed to Mr Laiker pursuant to the notice period under his existing service agreement.

13. Principal risks and uncertainties

Principal risks and uncertainties are set out in the annual financial statements within the directors' report and also in note 14 to those financial statements and are reviewed on an on-going basis. 

The Board provides leadership within a framework of appropriate and effective controls. The Board has set up, operates and monitors the corporate governance values of the Company, and has overall responsibility for setting the Company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company's business both prior to and following an acquisition.

There have been no significant changes in the first six months of the financial year to the principal risks and uncertainties as set out in the 31 March 2020 Annual Report and Accounts.

14. Post balance sheet events

Investment in Mode Global Holdings plc

The Company announced on 5 October 2020 that it has invested £250,000 in Mode Global Holdings plc as part of an IPO funding round by Mode which raised an aggregate £7,500,000.

15. Board approval

These interim results were approved by the Board of Vela Technologies PLC on 19 October 2020.