Half-year Report

By

Regulatory News | 26 Sep, 2019

Updated : 07:01

RNS Number : 6915N
Vintana PLC
26 September 2019
 

 

Vintana plc

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

 

Interim results for the six months ended 30 June 2019

 

The Board of Vintana plc (AIM: VITA) announces the Group's interim results for the six months ended 30 June 2019. These half yearly results incorporate the results of the Company's historic trading subsidiary, Cellcast UK Limited ("Cellcast UK"), which was disposed of post period end on 6 September 2019.

 

Highlights

 

·      UK interactive broadcast revenues remained broadly level at £5.4 million (H1 2018: £5.4 million)

·      Revenues from overseas gaming services of £150,000 (H1 2018: £330,000)

·      Loss before tax of £962,234 for the period (H1 2018: profit of £5,353)

·      Loss per share of £1.2p (H1 2018: earnings per share of 0.001p)

 

Mike Neville, Chairman of Vintana plc, commented:

 

"These interim accounts confirm the difficult trading conditions experienced by Cellcast UK in 2018 continued into 2019 and underscore why the Company sold its operating business to a management buyout team in September 2019. Following completion of the disposal, we are now seeking to identify a suitable reverse takeover acquisition target."

 

For further information:

 

Vintana plc

 

Mike Neville, Non-Executive Chairman

Sam Malin, Executive Director

 

Tel: +44 7775 606 175

investors@vintana.uk

Allenby Capital Limited (Nominated Adviser)

 

Nick Naylor/James Reeve

 

Tel: +44 20 3328 5656

 

 

EXECUTIVE DIRECTOR'S STATEMENT

 

Half year results

 

UK interactive broadcast revenues for the six months ended 30 June 2019 were £5.39 million (H1 2018: £5.44 million). Revenue from the overseas gaming consultancy services represented £150,000 (compared to £330,000 in H1 2018). As a result, total revenue for the period was £5.54 million, a 4% reduction on the previous period (H1 2018: £5.77 million).

 

With additional savings generated by the Group's improved online strategy, the cost of sales went down by £69,000 to £5.44 million, a decrease of 1% compared to the same period last year (H1 2018 cost of sales: £5.51 million)

 

As a result of the decrease in overseas gaming consultancy revenue, the gross profit for the period amounted to £106,000 compared to £267,000 in H1 2018.

 

General and administrative costs amounted to £266,000 (H1 2018: £217,000).

 

The post-tax loss for the period amounted to £962,000 and negative earnings per share of 1.2p. By comparison, during the period to 30 June 2018 the Group generated a net profit of £5,000 and earnings per share of 0.001p.

 

The Group's cash and cash equivalents at 30 June 2019 stood at £412,000 compared to a balance of £978,000 at 30 June 2018.

 

Post period end

 

Disposal of Cellcast UK

 

On 20 August 2019, the Company announced the proposed disposal of Cellcast UK to Com & Tel Media Limited for a consideration of £375,000, plus the contingent right to certain additional consideration (the "Disposal"). On 6 September 2019, the Company completed the Disposal following the approval of shareholders at a General Meeting. The Company's cash resources following the Disposal were approximately £230,000.

 

Change of name

 

Following the completion of the Disposal, the Company changed its name to Vintana plc, with TIDM VITA.

 

Board changes

 

On completion of the Disposal, Craig Gardiner, Emmanuelle Guicharnaud and Bertrand Folliet resigned as Directors of the Company. Following these departures, the Board consists of Mike Neville as Chairman and Sam Malin as Executive Director.

 

Outlook

 

Vintana is now deemed to be an AIM Rule 15 cash shell pursuant to the AIM Rules for Companies. The Company's strategy is to deliver shareholder value through the acquisition, before the date falling six months from 6 September 2019, of one or more companies and/or projects that constitute a reverse takeover under AIM Rule 14 and that are either cash flow generative or show significant potential for growth and a profitable exit.

 

Sam Malin

 

Executive Director

26 September 2019

 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT of comprehensive income

 

 

For the 6 months ended 30 June 2019

Discontinued operations

 

 

 

Audited

 

6 months ended

6 months ended

Year ended

 

30/06/19

30/06/18

31/12/18

 

£

£

£

 

 

 

 

Revenue (see note 3)

5,543,371

5,772,955

11,270,077

 

 

 

 

Cost of sales

(5,437,415)

(5,506,046)

(10,976,656)

 

 

 

 

Gross profit

105,956

266,909

293,421

 

 

 

 

Operating costs and expenses:

 

 

 

   Administrative expenses (see note 4)

(266,356)

(216,762)

(514,649)

   Amortisation and depreciation

(33,793)

(42,334)

(79,621)

   Impairment losses (see note 5)

(767,609)

-

-

Total operating costs and expenses

(1,067,758)

(259,096)

(594,270)

Operating (loss)/profit

(961,802)

7,813

(300,849)

 

 

 

 

Fair value gains and losses

-

-

1,787

Finance costs

(432)

(2,460)

(2,460)

 

 

 

 

(Loss)/profit before tax

(962,234)

5,353

(301,522)

 

 

 

 

 

Taxation

-

-

51,117

 

 

 

 

(Loss)/profit for the period

(962,234)

5,353

(250,405)

 

 

 

 

Total comprehensive income attributable to owners of the company

(962,234)

5,353

(250,405)

 

(Loss)/earnings per share

 

 

 

Basic and diluted (see note 6)      

(1.2p)

0.00p

(0.3p)

 

 

 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

As at 30 June 2019

 

 

 

 

 

 

 

 

Audited

 

 

30/06/19

30/06/18

31/12/18

 

 

£

£

£

Assets

 

 

 

 

Non-current assets:

 

 

 

 

Intangible assets

 

-

87,050

78,768

Property, plant and equipment

 

-

132,794

146,971

Investments

 

-

88,813

62,421

Trade and other receivables

 

-

-

293,228

 

 

-

308,657

581,388

 

 

 

 

 

Current assets:

 

 

 

 

Trade and other receivables

 

-

1,440,521

1,237,915

Cash and cash equivalents

 

-

978,206

698,179

Assets of disposal group classified as held for sale

 

1,403,857

-

-

 

 

1,403,857

2,418,727

1,936,094

 

 

 

 

 

Total assets

 

1,403,857

2,727,384

2,517,482

 

 

 

 

 

 

 

 

 

 

Capital and reserves:

 

 

 

 

Called up share capital

 

2,285,398

2,285,398

2,285,398

Share premium account

 

5,533,626

5,533,626

5,533,626

Merger reserve

 

1,300,395

1,300,395

1,300,395

Warrant reserve

 

13,702

13,702

13,702

Retained earnings

 

(8,664,312)

(7,418,141)

(7,702,078)

Total equity

 

468,809

1,714,980

1,431,043

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities:

 

 

 

 

Trade and other payables

 

-

1,012,404

1,086,439

Liabilities of directly associated with non-current assets classified as held for sale

 

935,048

-

-

 

 

935,048

1,012,404

1,086,439

 

 

 

 

 

Total equity and liabilities

 

1,403,857

2,727,384

2,517,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

 

 

As at 30 June 2019

Called Up

Share

 

 

 

 

 

Share

Premium

Merger

Warrant

Retained

Total

 

Capital

Account

Reserve

Reserve

Earnings

Equity

 

 

 

 

 

 

 

 

£

£

£

£

£

£

Balance at 1 January 2019

2,285,398

5,533,626

1,300,395

13,702

(7,702,078)

1,431,043

Loss for the period

-

-

-

-

(962,234)

(962,234)

Balance at 30 June 2019

2,285,398

5,533,626

1,300,395

13,702

(8,664,312)

468,809

 

 

 

 

As at 31 December 2018

Called Up

Share

 

 

 

 

 

Share

Premium

Merger

Warrant

Retained

Total

 

Capital

Account

Reserve

Reserve

Earnings

Equity

 

 

 

 

 

 

 

 

£

£

£

£

£

£

Balance at 1 January 2018

2,285,398

5,533,626

1,300,395

13,702

(7,423,494)

1,709,627

Aggregate adjustments on

adoption of IFRS 9

-

-

-

-

(28,179)

(28,179)

Balance at 1 January 2018

as restated

2,285,398

5,533,626

1,300,395

13,702

(7,451,673)

1,681,448

Loss for the period

-

-

-

-

(250,405)

(250,405)

Balance at 31 December 2018

2,285,398

5,533,626

1,300,395

13,702

(7,702,078)

1,431,043

 

 

 

 

 

 

As at 30 June 2018

Called Up

Share

 

 

 

 

 

Share

Premium

Merger

Warrant

Retained

Total

 

Capital

Account

Reserve

Reserve

Earnings

Equity

 

 

 

 

 

 

 

 

£

£

£

£

£

£

Balance at 1 January 2018

2,285,398

5,533,626

1,300,395

13,702

(7,423,494)

1,709,627

Loss for the period

-

-

-

-

5,353

5,353

Balance at 30 June 2018

2,285,398

5,533,626

1,300,395

13,702

(7,418,141)

1,714,980

 

 

 

 

 

 

 

In the above tables, the amounts are attributable to the equity holders of the company.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

For the 6 months ended 30 June 2019

 

 

 

Discontinued operations

 

 

 

 

Audited

 

 

6 months ended

6 months ended

Year ended

 

 

30/06/19

30/06/18

31/12/18

 

 

£

£

£

 

 

 

 

 

Net cash (outflow) from operations

a

(265,488)

(31,346)

(268,192)

 

 

 

 

 

 

 

 

 

 

Net cash (outflow) from investing activities

b

(20,242)

(45,289)

(88,470)

 

 

 

 

 

Net cash used in financing activities

c

(432)

(2,460)

(2,460)

 

 

 

 

 

Net (decrease) in cash and cash equivalents from operations

 

(286,162)

(79,095)

(359,122)

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

698,179

1,057,301

1,057,301

 

 

 

 

 

Cash and cash equivalents at end of period

 d

412,017

978,206

698,179

 

 

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

For the 6 months ended 30 June 2019

 

 

 

 

 

 

 

 

6 months ended

6 months ended

Audited

 Year ended

 

 

30/06/19

30/06/18

31/12/18

 

 

£

£

£

a

Reconciliation of net loss to net cash (outflow) from operating activities

 

 

 

 

 

 

 

 

 

(Loss)/profit before tax

(962,234)

5,353

(250,405)

 

Income tax recognised in profit or loss

-

-

(51,117)

 

Fair value gains and losses

-

-

(1,787)

 

Finance costs

432

2,460

2,460

 

Amortisation and depreciation

33,793

42,334

79,621

 

Impairment of non-current assets

274,609

-

-

 

Decrease in trade and other receivables

539,303

513,532

474,027

 

(Decrease) in trade and other payables

(151,391)

(595,025)

(520,991)

 

Net cash (outflow) from operations

(265,488)

(31,346)

(268,192)

 

 

 

 

 

 

 

 

 

 

b

Cash flow from investing activities

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

(20,242)

(45,289)

(88,470)

 

Net cash (outflow) from investing activities

(20,242)

(45,289)

(88,470)

 

 

 

 

 

 

 

 

 

 

c

Cash flow from financing activities

 

 

 

 

 

 

 

 

 

Interest paid

(432)

(2,460)

(2,460)

 

Net cash used in financing activities

(432)

(2,460)

(2,460)

 

 

 

d

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash at bank

412,017

978,206

698,179

 

Cash and cash equivalents at the end of the period

412,017

978,206

698,179

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

 

 

1.     General Information

 

Vintana plc (the 'Company'), is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Copies of this statement are available from this address and from the Company's website www.vintana.uk.

 

The Company's ordinary shares are admitted to trading on AIM, a market operated by the London Stock Exchange PLC.

 

This condensed consolidated interim financial information was approved for issue on 26 September 2019.

 

2.     Basis of preparation

 

This unaudited condensed consolidated interim financial information is for the six months ended 30 June 2019. This has been prepared in accordance with recognition and measurement principles of International Financial Reporting Standards (IFRS) as endorsed by the European Union and implemented in the UK. The financial information in this interim announcement is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

 

The interim financial information does not include all of the information required for full annual financial statements and accordingly, whilst the interim financial information has been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS.

 

The comparative financial information for the year ended 31 December 2018 does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The statutory accounts of the Group for the year ended 31 December 2018 have been reported on by the Company's auditor and have been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement made under Section 498 of the Companies Act 2006.

 

The current and comparative periods to June have been prepared using accounting policies and practices consistent with those adopted in the annual financial statements for the year ended 31 December 2018.

 

The Group adopted IFRS 9 and IFRS 15 for periods commencing on or after 1 January 2018. IFRS 9 'Financial instruments' replaces IAS 39 'Financial Instruments: Recognition and measurement'. The adoption of IFRS 9 changed the Group's accounting policy for un-quoted equity investments. The Group's un-quoted equity investment was previously accounted for at cost less impairment, rather than fair value, using a specific exemption available under IAS 39. Under IFRS 9 there is no such exemption and the investment is required to be measured at fair value. In accordance with IFRS 9, the difference between the IAS 39 carrying value of this investment at the date of initial application of IFRS 9 (1 January 2018) and its fair value under IFRS 9 at that date was recognised in opening retained earnings (a reduction of £28,179). The Group's financial assets (previously classified as loans and receivables) and financial liabilities arising from normal operations, such as trade receivables, amounts owed by Group undertakings, trade payables and accruals, continue to be recognised under the amortised cost model and there was no adjustment to amounts previously recognised, on transition to IFRS 9. The adjustment of £28,179 was not reflected in the 30 June 2018 interim accounts and the directors do not consider it material to retrospectively adjust those numbers to include an equivalent adjustment for the 6 month period. The application of IFRS 15 did not affect the reported financial position or performance for the 6 months to June 2018 or the year to 31 December 2018.

 

There are no other Standards and Interpretations which were in issue but not effective at the date of authorisation of this condensed interim financial information that the directors anticipate will have a material impact on the financial statements.

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

 

 

2.     Basis of preparation (continued)

 

On 6 September 2019 the Company disposed of its 100% subsidiary; Cellcast UK Limited, through which all of the Group's operations were carried out (refer to note 5 for further details). The proceeds covered the costs of disposal and leave the Company with a residual cash balance. The Company's proposed strategy, following the disposal, will be to acquire one or more companies and/or projects which are either cash flow generative or show significant potential for growth and profitable exit. On this basis, the Directors have adopted the going concern basis in preparing the interim financial report.

 

3.     Revenue

 

 

 

Audited

 

6 months ended

6 months ended

Year ended

 

30/06/19

30/06/18

31/12/18

 

£

£

£

 

 

 

 

Revenue

 

 

 

  Interactive broadcast

5,393,371

5,442,955

10,875,077

  Overseas gaming consultancy services

150,000

330,000

395,000

Total revenue

5,543,371

5,772,955

11,270,077

 

4.     Foreign exchange gains and losses

 

Included in administrative expenses for the 6 months ended 30/06/19 are foreign currency gains of £10,027 (Audited year ended 31/12/18: £32,207. 6 months ended 30/06/18: £56,378).

 

 

5.     Disposal after the reporting date

 

On 6 September 2019, the Company disposed of its 100% subsidiary undertaking; Cellcast UK Limited for cash consideration of £375,000 plus the contingent right to certain additional consideration. Following this disposal, the Group has ceased all of its previous trading and business operations which were carried out in their entirety via Cellcast UK Limited. All of the Group's assets and liabilities form part of the disposal and consequently have been classified as 'held for sale' in the consolidated statement of financial position at 30 June 2019. The directors have carried out an impairment review of the Groups' assets at 30 June 2019 and recognised the following impairment losses in the period:

 

 

 

 

£

 

£

Provision for bad debt recognised against trade receivables

493,000

Impairment of intangible assets, property, plant and equipment and investments

274,609

 

767,609

 

  

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

 

 

6.     Earnings per share

 

Basic and diluted earnings per share is based on the profit or loss after tax and on the following weighted average number of shares in issue.

 

6 months ended

6 months ended

Audited

Year ended

 

30/06/19

30/06/18

31/12/18

 

£

£

£

 

 

 

 

Reported (loss)/profit for the financial period

(962,234)

5,353

(250,405)

 

 

 

 

 

Number

Number

Number

 

 

 

 

Weighted average number of ordinary shares for basic and diluted (loss)/earnings per share

77,513,224

77,513,224

77,513,224

 

 

 

 

Weighted average number of ordinary shares for diluted (loss)/earnings per share

77,513,224

77,513,224

77,513,224

 

 

 

 

Basic earnings per share (pence)

(1.2p)

0.00p

(0.3p)

Diluted earnings per share (pence)

(1.2p)

0.00p

(0.3p)

 

 

 


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