Source - RNS
RNS Number : 9429I
EVR Holdings PLC
05 September 2016
 

 

For Immediate Release

5 September 2016

 

EVR Holdings plc

('EVR' or the 'Company')

 

Interim Results

 

EVR Holdings (AIM: EVRH), a creator of  virtual reality ('VR') content, is pleased to announce its Interim Results for the six months to 30 June 2016.

 

Highlights

 

Commenting on the interim results, Anthony Matchett, Chief Executive Officer of EVR, said:

"The Board and I are delighted by the positive response to our successful admission to AIM and we are pleased to report that EVR and its subsidiary MelodyVR have made substantial operational progress since admission.  MelodyVR has now entered into a number of long-term partnerships, obtaining exclusive recording rights for the creation and distribution of virtual reality content, across a total of 47 worldwide event properties and music venues.  MelodyVR's library of virtual reality music experiences continues to grow and now features performances from over 400 well known recording artists.

 

"Given the rapid growth of the VR hardware market and taking into account increasing consumer awareness towards virtual reality technology, it is the Board's view that EVR is particularly well placed to exploit the current and forthcoming demand for original VR content and programming.  The Board would like to thank our new and existing shareholders for their support and we look forward to capitalising on significant market opportunities over the coming months."

 

- Ends -

 

For further information:

EVR Holdings plc

 

Sean Nicolson, Chairman

Tel: +44 (0) 20 7466 5000

Anthony Matchett, Chief Executive Officer

Tel: +44(0)203 289 7430

Sebastian Theron, Chief Financial Officer

 

 

www.EVRHoldings.com

 

 

SPARK Advisory Partners Limited (Nominated Adviser)

 

Neil Baldwin / Sean Wyndham-Quin

Tel: +44 (0) 203 368 3550

 

www.sparkadvisorypartners.com

 

 

Peterhouse Corporate Finance Limited (Broker)

Tel: +44 (0) 20 7469 0930

Eran Zucker / Lucy Williams

www.pcorpfin.com

     

 

Media enquiries:

Buchanan

 

Henry Harrison-Topham / Jamie Hooper

Stephanie Watson / Catriona Flint

 

Tel: +44 (0) 20 7466 5000

[email protected]

www.buchanan.uk.com

 

 

 

Chairman's Statement

 

Admission to AIM

EVR was admitted to trading on AIM, a market operated by the London Stock Exchange, on 16 May 2016, following the general meeting of Armstrong Ventures plc on 13 May 2016, where shareholders approved the acquisition of MelodyVR Ltd and the change of the Company's name to EVR Holdings plc.

 

Results for the six months to 30 June 2016

 

EVR successfully listed on AIM on 16 May 2016 following the acquisition of MelodyVR for £5.12 million.  Since Admission the Company has made significant progress and MelodyVR has now entered into 27 long-term exclusive partnerships covering recording rights at 47 event properties and music venues worldwide, an increase of 200% since admission.

 

On 24 May 2016, MelodyVR entered into an exclusive licensing agreement with a major international record label.  The agreement relates to a number of VR experiences created by MelodyVR in March 2016.  The content, which features a well-known label artist with a recent top three album release, will be available to fans for an exclusive 12 month period on the MelodyVR platform when launched later this year.

 

MelodyVR continues to make progress within the virtual reality music space and its library of VR music experiences continues to grow with performances featuring over 400 well known recording artists, an increase of 150 artists since admission in May 2016.

 

Outlook

A number of major global technology companies and electronics manufacturers have recently released or announced VR and augmented reality ('AR') devices including Microsoft, HTC, Sony, Facebook, Google, Intel, LG and Samsung.  It is widely believed that VR/AR will be the fourth major technology shift after personal computing, the internet and smartphone/tablet.  International Data Corporation ('IDC') estimates that VR/AR market revenues will reach US$162 billion by 2020 with a VR/AR hardware compound annual growth rate of 183.3% between 2016 and 2020[1].  EVR believes that it is well positioned to capitalise on the widespread adoption of VR/AR technology and continues to explore opportunities in virtual reality music entertainment via its subsidiary, MelodyVR.

 

The limited offering of original VR content currently available to consumers creates a unique opportunity for MelodyVR.  With recorded performances from over 400 well known recording artists, the Board believes that it currently holds one of the largest libraries of VR music content worldwide.  Market appetite for VR content and services continues to grow following a number of high-profile acquisitions and funding rounds, including a recent US $80 million raise for NextVR, a creator of virtual reality content, valuing the company at US$800 million. EVR continues to pursue the strategy as set out in the admission document dated 27 April 2016.  The Board intends to launch MelodyVR's scalable cross-platform app/storefront in the coming months that will enable consumers to access both free and premium, on-demand content across a range of virtual reality devices.

 

Following this launch, the Board intends to begin live-streaming VR events, effectively eliminating capacity restrictions for any concert or venue and enabling an unlimited amount of music fans to attend a sold-out show virtually.  As a result, consumers will be also be able to experience events that were otherwise inaccessible due to geographic, physical, age related or financial constraints.

 

 

Sean Nicolson

Chairman

5 September 2016

 

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR EVR HOLDINGS PLC

(Formerly Armstrong Ventures plc)

for the six months ended 30 June 2016

 

 

 

Unaudited

Unaudited

Audited

 

 

Six months to

Six months to

Year to

 

 

30 June 2016

30 June 2015

31 December 2015

 

 

Notes

£

£

£

Continuing operations

 

-

-

-

Administrative expenses

 

(1,154,973)

(36,466)

(186,558)

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

(1,154,973)

(36,466)

(186,558)

 

 

 

 

 

Finance income

 

867

-

-

Finance Charges

 

(7,848)

-

-

 

 

 

 

 

LOSS FOR THE PERIOD BEFORE TAXATION

 

 

(1,161,954)

 

(36,466)

 

(186,558)

 

 

 

 

 

Taxation

 

-

-

-

 

 

 

 

 

 

 

 

 

 

NET LOSS AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

 

 

(1,161,954)

 

(36,466)

 

(186,558)

 

 

 

 

 

 

 

 

 

 

Loss per share

3

(0.007)p

(0.0075)p

(0.04)p

Basic and Diluted

 

 

 

 

 

 

 

 

 

 

 

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR EVR HOLDINGS PLC

(Formerly Armstrong Ventures plc)

for the six months ended 30 June 2016 (unaudited)

 

 

 

Share

Merger

 

Reverse

Share

 

 

Share

Premium

Relief

Retained

Takeover

Option

 

 

Capital

Reserve

Reserve

Earnings

Reserve

Reserve

Total

 

£

£

£

£

£

£

£

 

 

 

 

 

 

 

 

Balance at 30 June 2015

100

 

 

(36,466)

 

 

(36,466)

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

 

 

(150,112)

 

 

(150,112)

 

 

 

 

 

 

 

 

Issue of new shares

9,400

148,500

 

 

 

 

157,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December 2015

9,500

148,500

-

(186,558)

 

 

(28,558)

 

 

 

 

 

 

 

 

Shares issued in year

97

 

 

 

 

 

97

Warrants issued

 

 

 

 

 

239,111

239,111

Company's reserves/(deficit) prior to reverse acquisition

2,925,753

4,523,392

 

(5,679,926)

 

 

1,769,219

Shares issued by the Company on acquisition

4,866,118

 

486,611

 

 

 

5,352,729

Reverse acquisition adjustment

(9,597)

(148,500)

 

5,679,926

(8,060,816)

 

(2,538,987)

Net loss for the period

 

 

 

(1,161,954)

 

 

(1,161,954)

 

 

 

 

 

 

 

 

Balance at 30 June 2016

7,791,871

4,523,392

486,611

(1,348,512)

(8,060,816)

239,111

3,631,657

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSISITON FOR EVR HOLDINGS PLC

(Formerly Armstrong Ventures plc)

as at 30 June 2016

 

 

 

 

Unaudited

Unaudited

Audited

 

 

as at

as at

as at

 

 

30 June

2016

30 June

2015

31 December

2015

 

Notes

£

£

£

ASSETS

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

Property, plant and equipment

 

139,713

12,865

39,894

Intangible assets

4

2,549,704

-

2,150

 

 

 

 

 

TOTAL NON-CURRENT ASSETS

 

2,689,417

12,865

42,044

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Trade and other receivables

 

120,489

1,699

17,510

Cash and cash equivalents

 

1,069,073

-

13,115

 

 

 

 

 

TOTAL CURRENT ASSETS

 

1,189,562

1,699

30,625

 

 

 

 

 

TOTAL ASSETS

 

3,878,978

14,564

72,669

 

 

 

 

 

LIABILITIES

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Trade and other payables

 

(247,322)

(50,930)

(101,227)

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

(247,322)

(50,930)

(101,227)

 

 

 

 

 

TOTAL LIABILITIES

 

(247,322)

(50,930)

(101,227)

 

 

 

 

 

TOTAL NET ASSETS/(LIABILITIES)

 

3,631,657

(36,366)

(28,558)

 

 

 

 

 

 

 

 

 

 

CAPITAL AND RESERVES

ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

 

 

 

 

Share capital

7

7,791,871

100

9,500

Share premium reserve

 

4,523,392

-

148,500

Retained earnings

 

(1,348,512)

(36,466)

(186,558)

Share Option Reserve

 

239,311

-

-

Merger Relief Reserve

 

486,611

-

-

Reverse takeover reserve

 

(8,060,816)

-

-

 

 

 

 

 

TOTAL EQUITY

 

3,631,657

(36,366)

(28,558)

 

 

 

 

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT FOR EVR HOLDINGS PLC

(Formerly Armstrong Ventures plc)

for the six months ended 30 June 2016

 

 

Unaudited

Unaudited

Audited

 

Six months to

Six months to

Year to

 

30 June

2016

30 June

2015

31 December

2015

 

£

£

£

 

 

 

 

Loss from continuing operations

(1,161,954)

(36,466)

(186,558)

 

 

 

 

Adjustments for:

 

 

 

Amortisation of intangible assets

125

-

-

Depreciation of fixed assets

17,283

-

7,413

Share based payment expense

239,111

-

-

Increase/(decrease) in trade and other receivables

573,399

(1,699)

(17,510)

Increase in trade and other payables

13,600

50,930

23,949

 

 

 

 

 

 

 

 

Net cash (used)/generated in operating activities

(318,436)

12,765

(172,706)

 

 

 

 

Investing activities

 

 

 

Purchase of property, plant and equipment

(117,101)

(12,865)

(47,307)

Purchase of intangible assets

(2,475)

-

(2,150)

Acquisition of subsidiary

1,401,915

-

-

 

 

 

 

Net cash generated from/(used in) investing activities

1,282,339

(12,865)

(49,457)

 

 

 

 

Financing activities

 

 

 

Proceeds from issue of ordinary share capital

92,055

100

158,000

Loans from directors

-

-

77,278

 

 

 

 

Net cash generated from financing activities

92,055

100

235,278

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

1,055,958

-

13,115

Cash and cash equivalents brought forward

13,115

-

-

 

 

 

 

 

 

 

 

Cash and cash equivalents carried forward

1,069,073

-

13,115

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR EVR HOLDINGS PLC

(Formerly Armstrong Ventures plc)

for the six months ended 30 June 2016

 

1.    Basis of preparation of interim financial information

 

The consolidated interim financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as endorsed by the European Union ('IFRS') and expected to be effective at the year end of 31 December 2016.

 

The accounting policies are unchanged from the financial statements for the year ended 31 December 2015.

 

The interim financial statements are unaudited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.  Statutory accounts for the year ended 31 December 2015, prepared in accordance with IFRS, have been filed with the Registrar of Companies.  The Auditors' Report on these accounts was unqualified, did not include any matters to which the Auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.

 

The consolidated interim financial statements are for the 6 months to 30 June 2016.  During the period EVR Holdings plc (formerly Armstrong Ventures plc) completed the acquisition of MelodyVR Ltd.  The directors determined that the transaction was akin to a reverse acquisition as per IFRS 3, Business Combinations.  However, in order to fall under the category of a Business Combination under IFRS 3, the purchase needs to be of a business.  The directors have determined that EVR Holdings plc constitutes an investment business and therefore the transaction falls under the scope of IFRS 3.

 

Consequently, it is appropriate to apply the guidance in paragraphs B19-B27 of IFRS 3 for reverse acquisitions.  Application of the reverse acquisitions guidance results in the non-listed operating entity being identified as the accounting acquirer, and the listed investment business being identified as the accounting acquiree.  Therefore for accounting purposes MelodyVR Ltd should account as if it purchased EVR Holdings plc.  Any difference between the fair value of the assets acquired and the fair value of the shares issued should be recognised as goodwill, in accordance with IFRS 3.

 

Therefore the results contained herein treat MelodyVR Ltd as the acquiring company and the historical comparatives are the comparatives of MelodyVR Ltd, rather than of EVR Holdings plc.

 

Going Concern

The directors have prepared detailed cash flow forecasts and are of the opinion that it is appropriate to prepare these financial statements on a going concern basis.  In making this assessment management has considered:

 

a)    The current working capital position and operational requirements

b)    The sensitivities associated with projected expenditure

c)    The timing and magnitude of planned capital expenditure

d)    The strategic exploitation of the company's significant resources

e)    The timing of securing licensing approvals and launch of the Group's service

 

The conclusion of this assessment and having regard to the existing working capital position the Directors are of the opinion that the Group will have adequate resources to enable it to undertake its planned activities for the next twelve months.

 

2.      Accounting Policies

 

Financial assets

The Company's financial assets comprise intangible and tangible fixed assets, trade and other receivables and cash and cash equivalents.

 

Intangible fixed assets

Intangible fixed assets are stated at fair value less amortisation. The amortisation is recognised in the statement of comprehensive income over the asset's estimated economic life.

 

Goodwill

Goodwill represents the excess cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued.

 

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the statement of comprehensive income.

 

Any gains on acquisition are recognised in the statement of comprehensive income on the date of acquisition.

 

Impairment tests on goodwill are undertaken annually at 31 December as it is not amortised.

 

Property, plant and equipment

Property, plant and equipment are stated at cost less depreciation.  Depreciation is calculated to write down the cost of all tangible fixed assets by equal monthly instalments over their estimated useful lives at the following rates:

 

Audiovisual production - 3 years

Computer Equipment - 3 years

Office Equipment - 4 years

 

Research and development costs

 

Expenditure on internally developed products is capitalised if it can be demonstrated that:

 

·  It is technically feasible to develop the product for it to be available for use or sold;

·  adequate technical, financial and other resources are available to complete the development;

·  there is an intention to complete and sell or use the product;

·  sale of the product will generate future economic benefits; and

·  expenditure on the project can be measured reliably.

 

Capitalised development costs are amortised over their useful economic life.  The amortisation expense is included within the administrative expenses line in the statement of comprehensive income.

 

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the statement of comprehensive income as incurred.

 

 

3.   Loss per share

 

Loss attributable to equity holders of the Company:

Unaudited

30 June

2016

£

Unaudited

30 June

2015

£

Audited Year to

31 December

2015

£

Continuing and total operations

(1,161,954)

(36,466)

(186,558)

 

 

 

 

 

No. of shares

No. of shares

No. of shares

 

 

 

 

Weighted average number of ordinary shares in issue for basic and fully

17,499,172,158

486,611,833

486,611,833

diluted earnings

 

 

 

 

 

 

 

 

Pence per

Pence per

Pence per

 

Share

share

share

 

 

 

 

Loss per share

(0.007)p

(0.0075)p

(0.04)p

 

 

 

 

Basic and diluted:

(0.007)p

(0.0075)p

(0.04)p

 

 

 

 

4.   Intangible assets

Cost

Goodwill

Other

Total

As at 30 June 2015

-

-

-

Additions

-

2,150

2,150

 

 

 

 

As at 31 December 2015

-

2,150

2,150

Additions

2,545,203

2,476

2,547,554

 

 

 

 

As at 30 June 2016

2,545,203

4,626

2,549,704

 

 

 

 

Amortisation

 

 

 

As at 30 June 2015

-

-

-

 

 

 

 

As at 31 December 2015

-

-

-

 

 

 

 

As at 30 June 2016

-

125

-

 

 

 

 

Net Book Value

 

 

 

As at 30 June 2015

-

-

-

 

 

 

 

As at 31 December 2015

-

2,150

2,150

 

 

 

 

As at 30 June 2016

2,545,203

4,501

2,549,704

 

The fair value assessment is still being carried out to split goodwill between its intangibles and goodwill

 

5.    Dividends

The directors do not propose to declare a dividend (June 2015: Nil, December 2015: Nil).

 

6.    Share options and Directors Warrants

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

         On 31 July 2015 the Company issued 461,509,020 warrants for 0.01p ordinary shares to both Sean Nicolson and Peter Read as part of their remuneration terms.  These warrants have an expiry date of 31 July 2020 and following the consolidation of the Company's ordinary shares on 13 May 2016 the warrants were consolidated into 4,615,090 warrants each exercisable at 1.2p.

          On 16 May 2016 the company issued 11,537,725 warrants to both Anthony Matchett and Steven Hancock, with a further 4,615,090 issued to each of Simon Cole, Sean Nicolson and Peter Read. These warrants have an expiry date of 16 May 2019 and are exercisable at 1.1p. The fair value of these warrants was determined using the Black-Scholes option pricing model and was 0.004p per option.

 

The significant inputs to the model in respect of the warrants granted were as follows:

 

 

2016

 

 

 

Grant date share price

1.1p

 

Exercise share price

1.1p

 

No. of share warrants

59,777,856

 

Risk free rate

0.5%

 

Expected volatility

50%

 

Expected option life

3 years

 

Calculated fair value per share

0.4p

 

         

 

The total share-based payment expense recognised in the income statement for the period ended 30 June 2016 in respect of share warrants granted was £239,111.

 

Warrants in parent at 31-Dec 2015

Warrants in parent converted 1 for every 100

Warrants issued in the year

Warrants at 30-Jun 2016

Exercise price

Expiry date

 

 

In year

 

 

 

 

Option holder

 

 

 

 

 

 

Simon Cole

 

 

4,615,090

4,615,090

1.1p

17.05.2019

Anthony Matchett

 

 

11,537,725

11,537,725

1.1p

17.05.2019

Steven Hancock

 

 

11,537,725

11,537,725

1.1p

17.05.2019

Sean Nicolson

 

 

4,615,090

4,615,090

1.1p

17.05.2019

Peter Read

 

 

4,615,090

4,615,090

1.1p

17.05.2019

Sean Nicolson

461,509,020

(456,893,930)

 

4,615,090

1.2p

31.07.2020

Peter Read

461,509,020

(456,893,930)

 

4,615,090

1.2p

31.07.2020

Sean Nicolson

41,666,666

(41,250,000)

 

416,666*

1.4p

31.07.2020

Peter Read

41,666,666

(41,250,000)

 

416,666

1.4p

31.07.2020

 

1,006,351,372

(996,287,858)

36,920,720

46,984,232

 

 

 

                   

 

*              Sean Nicolson's interests in the warrants includes 208,333 warrants legally and beneficially owned by Mr Nicolson's wife.

The total number of options and warrants outstanding at 30 June 2016 was 110,241,358.

 

7.            Share Capital

 

30 June

2016 (unaudited)

30 June

2015

(unaudited)

31

December

2015

(audited)

30 June

2016

(unaudited)

30 June

2015

(unaudited)

31

December

2015

(audited)

 

Number

Number

Number

£

£

£

Issued, called up and fully paid:

 

 

 

 

 

 

Ordinary shares of £1 each (Melody VR Ltd)

 

100

9,500

 

100

9,500

Ordinary shares of 1 pence each

718,362,177

 

 

7,183,621

 

 

Deferred shares of 0.24p each

150,520,616

 

 

361,249

 

 

Deferred shares of 0.95p each

26,000,000

 

 

247,000

 

 

Total

894,882,793

100

9,500

7,791,871

100

9500

 

The deferred shares do not confer upon the holders right to any dividends or the right to attend or vote at general meetings of the Company.

On 16 May 2016 the company issued 486,611,833 ordinary shares at a price of 1.1p per share in consideration for the acquisition of 100% of the MelodyVR Ltd share capital.  The consideration for the acquisition of MelodyVR Ltd was the issue of 486,611,833 ordinary 1p shares in EVR Holdings plc in exchange for the entire share capital in issue in MelodyVR Ltd.

 

8.            Further copies of this document are available both at the registered office of the Company.  The statement will also be available to download on the Company's website: http://evrholdings.com

 

 

[1] Worldwide Semi-annual Augmented and Virtual Reality Spending Guide, IDC, August 2016


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