19 September 2016
Milamber Ventures Plc
(“Milamber” or “the Company”)
AUDITED FINAL RESULTS
For the Year Ended 31 March 2016
Milamber Ventures is pleased to report its audited full year results for the period from 1 April 2015 to 31 March 2016. Milamber is an incubator working with a number of dynamic small companies (the “Portfolio Companies”) helping them to grow through business development activities and to secure funding.
We have invested cash, as well as hundreds of hours of know-how, and opened up our extensive network of relationships with some of the brightest people around the world in the development of Milamber’s capabilities and the Portfolio Companies with whom we work.
- Raised approximately £75,000 of cash through the acquisition of shares by new Directors, Ambassadors and institutional investors such as SF Webb Capital Smaller Company Growth Fund
- Issued shares to a value of circa £142,500 at 18 pence per share in securing services from our Strategic Partners and Ambassadors to assist in the development of the Company and its Portfolio Companies
- Acquired a 10% equity stake in White Cobalt, a company which has grown revenues 315% in the past 12 months, by issuing shares worth £30,000 at 18p per share.
Andy Hasoon, Executive Chairman of Milamber, commented,
“The past year has concluded the period where we have transformed Milamber from a “shell company” to a fully operational business that can deliver on its Purpose: to be an incubator and growth accelerator working with a number of dynamic small companies in the media technology and education sectors.
“We help our Portfolio Companies grow through business development activities and by securing funding and, in the process, create value for our stakeholders and shareholders. We have made significant progress during the year recruiting a management team, improving the Company’s capabilities and signing on several new Portfolio Companies.”
For further information about Milamber or its Portfolio Companies, please contact:
Milamber Ventures plc
T: 07768 875 681
E: [email protected]
Peterhouse Corporate Finance Limited (ISDX Corporate Adviser)
Mark Anwyl and Fungai Ndoro
T: 020 7469 0930
Cadogan Leander (Financial PR)
T: 07795 168 157
During the past 18 months we have met with over a hundred companies who have approached us looking for assistance with their business. After a stringent process of evaluation, we have, to date, engaged with 15 Portfolio Companies with whom we are now working closely to help them with their growth journey.
Revenues during the period covered the costs of maintaining Milamber’s listing on the ISDX Growth Market, as expected. Pleasingly, we are now seeing significant results from our efforts, such as helping one Portfolio Company sign a seven figure, five-year deal with publishing giant Pearson, as well as securing an investment from US content and educator Ingram; this has resulted in commissions and revenues flowing through Milamber in the year under review and beyond. Service Fees, Success Fees, Multiple Grant applications (revenues typically £50,000+VAT each - Milamber has signed four by 31 July 2016) will also flow through the year ending March 2017 accounts, resulting in a substantial revenue growth compared to this Financial Year ending March 2016.
During the period we have focused on three main objectives:
- To improve the capabilities of Milamber to deliver on our Purpose
- To secure more qualified Portfolio Companies that we can help improve and add value to
- To plan the launching of Milamber USA and finding our first “Buy & Build” acquisition targets
Investment in Milamber’s Capabilities.
Directors: Andy Hasoon, Chairman and Executive Director and Dapo Ladimeji, non-Executive Director were joined in July 2015 by Christian Andrew and Jason Velody in order to expand the Company’s management team. Both formally joined the Board as Directors in September 2015, with Christian in charge of Marketing and Jason with oversight of all things Operational and Technological.
In January 2016 we started working closely with entrepreneur, Barney Battles, which resulted in him joining the Board in June 2016 as a non-Executive Director.
Partners: During the year we started recruiting more Partners to increase our reach and experience into new geographies and sectors. The first Partner to join us was Tim Moore who has moved over from the Hatch Group in New York to launch Milamber USA as its Managing Director. Tim is also a publishing and education specialist and his previous history with Hatch, will ensure we keep a close working relationship with them.
Charlie Dilks joined as a full time Partner in March 2016 as Chief Commercial Officer. Charlie is also a music business specialist.
We also recruited two part time Partners to compliment the work being done already by Kevin Jauncey.
- Marie Ekerholm - a Chartered Accountant and successful Entrepreneur who will focus on assisting with people relationships in our Portfolio Companies
- Ben Wells – used to run Sponsorship and Marketing at Chelsea FC, he will run our sports business incubator
Our Milamber Ambassador Network is a collaborative group of experts who apply their know-how and experience to help develop Milamber projects and our portfolio companies to achieve their full potential. The value of the Ambassador Network is not only in the quality of the individual counsel given but in the number of Ambassadors who can be called upon at any one time.
We have secured several new Ambassadors during 2015/2016 period such as; the founders of Powwownow, Paul Lees and Andy Pearce, Evan Schnittman (former CMO at Hachette), David Joseph (former head of Global Strategic Alliances at Houghton Mifflin Harcourt), Mark Andrews (Executive Producer), Gary June (former CMO at Pearson), Gary Mitchell (veteran corporate troubleshooter), Don Blackwell (property and wealth entrepreneur), Johan Taft (personal development guru), and Phil Frank (a professional business advisor). All the Ambassadors listed above have invested cash into Milamber to purchase Company stock.
We have signed a partnership agreement with Sapien Global to create a finance function for Milamber which will take care of the day to day finances of Milamber, our US subsidiary (once it goes live), as well as track and monitor the ever increasing Portfolio Companies with whom we work.
We have also put in place our “Financial Operational Support”, which provides guidance across various financial matters, such as: Budget & Forecast modelling, funding sensitivity analysis models, company dashboards, helping secure R&D Tax Credit rebates, putting in place cash management improvement strategies, giving advice on incentive programmes for staff and structuring commercial terms between strategic partners for Portfolio Companies.
We have radically expanded our marketing reach under Christian Andrew’s leadership. Milamber itself has launched a new brand, a new web site, improved the Company blog and hosted several highly successful events, such as our Portfolio Company and Ambassador Networking quarterly drinks events, that have had over 100 people in attendance. Our Innovation Showcase on 17 March 2016, held at the offices of ICAP, was extremely well received by the London investor community. Many of the Portfolio Companies which showcased their business plans and products secured either investor interest for the future or received funding on the day.
We have been building various tools in which we own the Intellectual Property; from Investor Presentation Writing guidelines, to Brand and Marketing Strategy planning tools, to building several databases with opt-in email databases for Investors, board level executive’s in the media, education and learning markets and other databases to support our Media, Technology and Education focused Portfolio Companies in their business development activities.
One further focus in this area has been on building our PR relationships with our Strategic Partners, Cadogan Leander and Wagner PR, and also with targeted media companies, like Master Investor; having hosted a stand at a recent event, as well as gaining significant media coverage through investor platforms such as Proactive Investor, where our video interviews were promoted through their distribution network, as well as speaking at a recent private investor event. During the year we also co-ordinated a number of joint and individual Portfolio Company PR events to help raise their profiles with target audiences.
Strategy Planning Capabilities:
We have been working with several Ambassadors to create tools to help our Portfolio Companies accelerate through their growth journey.
For example, Gary Mitchell of HQI Limited has been modifying his private equity based Story Led Business Planning process to create a business “Blue Print” tool and “Story Led Growth Plan” tool for our Media, Technology and Education companies.
Business Development Capabilities:
One of our core messages and greatest beliefs is this; the best way to successfully grow and fund a company is by securing a higher level of sales from new customers, whilst putting in place strong anchor tenant client relationships, and through creating new products with input from an expanding customer base. A business which performs all these activities, should see a solid commercial foundation developing which will result in it securing profitable revenue that drives top-line and bottom-line growth.
We create clear “Blueprints” that help each Portfolio Company work out how best to target potential customers with their product offering, selling the value proposition to the customer they deliver clearly to help secure new contracts with new customers that will be in place for the long term.
We have recruited Partners in specialist fields with significant Business Development experience to facilitate selling into specialist areas such as; Music, Sports, Media, Digital, Corporate, Government, SME’s Education and Edu Tech and others. Helping Knowledge Motion to secure its significant deal with Pearson in June of this year is just one of numerous deals that the Milamber team are working on with our Portfolio Companies.
Fund Raising Capabilities:
Alongside building our own database of; Angel Investors, SEIS, EIS and VCT investors, venture and family funds, private equity, institutional funds, and other sources of capital, we have put in place several strategic funding partnerships to allow our Portfolio Companies direct access to securing funding, including: Angels Den, League of Angels, Smart Anchor Ventures, GSM Finance, Lucid Finance and Fundsurfer.com, to name a few.
We have also been building relationships with co-investment bodies such as the London Capital Investment Fund, WAYRA (Telefonica’s incubator), and funds associated with Universities such as Imperial College, University of the West of England, and a key partnership with Private Shares Limited for multiple joint Grant application capabilities.
Both our UK and US team have been building relationships with the funds of various publishers such as Reed Elsevier and Ingram, who we recently helped facilitate an investment in Knowledge Motion.
We now have relationships with the following banks to access their various finance services: NatWest / RBS, Lloyds, Metro, Santander, Barclays and Clydesdale.
And finally, we have been building relationships with social impact investors via the Global Good Fund, Cavendish Group, and organisations such as Shared Impact.
This allows us to help our Portfolio Companies access the right capital for their stage of growth.
Portfolio Company Management:
Each Director in the Company looks after approximately five Portfolio Companies. Their role is to oversee and co-ordinate between the Portfolio Company and Milamber, including the Funding and Business Development teams, any planning and structuring work, plus linking in and managing any value-add being delivered by nominated Ambassadors allocated to a Portfolio Company. In summary, each Milamber Director acts as Project Director for each Portfolio Company to ensure we deliver on achieving the goals agreed between the parties. We have had several individuals approach Milamber to join as Partners during the past 12 months. New contracts are now in place with Charlie Dilks, Marie Ekerholm and Ben Wells.
Grant Application Capabilities:
We have a partnership with Private Shares Limited to provide the resources Milamber needs to be able to make multiple grant applications per year. Our focus has been on EU Horizon 20/20 Grants over the past 12 months, but we are now opening up relationships with grant bodies in Scotland, Wales, Northern Ireland and the Republic of Ireland for Portfolio Companies to apply for grant funding to help their growth journey.
Operational and Growth Process Support for our Portfolio Companies:
Our Operations Director, Jason Velody has been building a whole host of processes to support our Portfolio Companies, including; creating evaluation criteria to filter and triage which companies we want to work with, to putting in place Dashboards, funding, business development tracking systems for Milamber and our Portfolio Companies. We are creating templates that can be replicated and used for each Portfolio Company with the objective that over time we will have a repository of tools, templates and processes that are already developed and only need slight tailoring on a per company basis. This repository will be of considerable value to Milamber as we develop and collate assets over time.
Knowledge Motion Limited (KM) – we have been helping KM access leading publishers in the US as well as potential funding partners. As mentioned above, in June we helped close an initial seven figure, five year deal with Pearson and we have also helped to secure an investment from Ingram, which has funded KM’s seed round and will also lead the Series A investment round which the company is currently going through. Milamber has started to receive success commissions for these initial deals. In addition, we also have rights to 5% of the equity in KM.
Project Talisman – this has now become www.M8Content.com - this project was originally called Milamber Filming Network, with test filming beginning in July 2015 and we worked with Mark Andrews, a senior figure in the film, media and TV industries, to ready the company for its launch Q1 2016. In Q2 2016 M8 Content created the promotional videos for both the BREXIT Leave and Stay political campaigns.
White Cobalt Limited – during the period under review we helped the CEO of White Cobalt, Steve Stovold to write their growth business plan, and we have helped him secure the resources to grow the company’s revenues by 315% in the past 12 months. www.WhiteCobalt.com
Thortful - Paul Lees and Andrew Pearce, the team behind Powwownow which sold its business for £37.5 million, launched thortful in April 2015 with £1m of their own money. The aim of the business is to disrupt the traditional high street retail model and the first generation of online greeting card retailers. www.thortful.com
So Just Shop – Founded by Jennifer Georgeson, So Just Shop enables women-led artisan groups, many in developing countries, to sell high quality, bespoke accessories to the international market on the So Just Shop full service marketplace. www.SoJustShop.com
Next Generation Learning Projects – In this area we have several projects we are working on. Below are some examples.
a) Joe Kay, a retired British Army Major who piloted and led Apache Helicopter squadrons in Afghanistan) is launching Enswarm – which creates leadership and decision making tools. www.Enswarm.com
b) Keith Saunt is creating an F1 “Leadership Development” Simulation project with us.
c) Bob Woodland – Chairman and the largest shareholder of LeoPink, which owns the Zenosis library (www.Zenosis.com), is working with us on a number of learning projects.
d) Honeycomb Works – founded by Melissa Sabella, a company that is driving behavioral change through learning design, digital tools, coaching and education programmes. Milamber has facilitated the management to spin out from Reed Learning and get them operational over the Summer of 2016. www.thehoneycombworks.com
e) Zappar – CEO Caspar Thykier and his team at Zappar are democratising Augmented Reality (AR) by building the most powerful, easy to use and affordable platform, tools and analytics on the market to meet the demands of everyone from big business to SME’s, education to individuals. Zappar has a range of products such as Zap Codes, and Zap Works. Milamber is helping Zappar access the education markets. www.Zappar.com
f) VeeMee - is a digital ecosystem of apps & services based around a character-driven user interface. It’s a new way of connecting and enjoying your digital life in a personalised and fun way. A “Veemee” is your virtual friend and it wants to help you out. We are helping VeeMee fundraise and commercialise its business. www.VeeMee.com
g) Engage Works and Flux Impact Limited – Engage has recently launched Flux: Dubai. Our equity stake has been diluted from 10% to 6% as the new Chairman of the company has now become the largest shareholder in the business alongside Steve Blyth and family. Revenues for the period up to December 2015 were approximately £7 million with profit of £455k. www.EngageWorks.com
Companies We No Longer Work With
Music Interactive Technology A/S (MusIT) – we worked with MusIT to write the business plan and we helped them secure a NOK 2.5 million (approx. EUR260,000) grant from Innovation Norway, a new distribution deal with the leading music distributor Music First for the US, Australia, New Zealand, UK and other English speaking territories. Hatch Group has taken over leading on funding this entity in the US.
Bull Rodger Limited – the company sub-leased a property to a number of companies. Unfortunately, one of the sub-leasing companies breached its contract with Bull Rodger, which led to financial difficulty for our partner and resulted in Bull Rodger entering administration. The accounts reflect a write off of investments of £70,000 in Bull Rodger Limited.
Paul Rodger, the owner of Bull Rodger did everything that could be done to prevent this event. Unfortunately, there are times in business where events occur that are out of the control of the management and a company fails. This is one of those incidents and we wish Paul the very best for the future.
The year April 2015 to Mar 2016 shows negligible revenues. However, we have now completed the final phase of transitioning the Company from a “shell company” to an active investment company. Therefore, in 2016/2017 the transformation in the P&L and Balance Sheet will become evident.
Post 31 March 2016 Year End Balance Sheet Items
Barney Battles invested £25,000 of cash in the business in May 2016.
Phil Frank joined as a Milamber Ambassador in May 2016 and invested £20,000 of cash in the business.
Private Shares Limited, our grant and funding Strategic Partner signed a £100,000 cash and service investment deal on July 2016.
The issued share capital at the start of the financial year was 2,538,267 ordinary shares and by 31 March 2016 Milamber’s issued share capital had increased to 3,513,268 ordinary shares, reflecting the 975,001 ordinary shares issued during the period in lieu of services or for cash invested in the Company to develop Milamber and its Portfolio Companies.
We have made significant progress during the year, as can be seen from the above detailed report. Many of our investment activities will begin to bear fruit in the year ending 31 March 2017.
As our network of Partners, Portfolio Companies and Strategic Advisers continues to grow, so does our reputation and experience in the sectors where we specialise. We are seeing more investors and interested parties each time we hold an event and we have found that it is becoming a more simple process to provide funding for our Portfolio Companies due to this reputation for excellence.
We look forward to the coming year with excitement, and in the meantime I would like to thank all Milamber stakeholders for their support during the year and we look forward to working with you all in the years to come.
A 4-page summary of the business can be found at: www.milamber.co.uk/investors
A video summary of the business can be found at: http://www.isdx.com/member?securityid=2074292
Profit and Loss Account
for the Year Ended 31 March 2016
|Cost of sales||-||-|
|Loss on disposal of investments||70,000||35,000|
|LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION||(360,539)||(38,421)|
|Tax on loss on ordinary activities||5||-||-|
|LOSS FOR THE FINANCIAL YEAR||(360,539)||(38,421)|
|Loss per share attributable to owners of the company :||6||(9.09)||(18.40)|
As at 31 March 2016
|Cash in hand||289||12,038|
|Amounts falling due within one year||78,170||48,883|
|NET CURRENT (LIABILITIES)/ASSETS||3,220||16,535|
|TOTAL ASSETS LESS CURRENT LIABILITIES||340,520||390,335|
|Amounts falling due after more than one year||49,333||5,610|
|CAPITAL AND RESERVES|
|Called up share capital||186,190||171,909|
|Capital Redemption Reserve||2,056||-|
|Profit and loss account||(1,246,470)||(788,127)|
Emphasis of Matter – Going Concern
The Company incurred a loss for the year of £360,539 (2015: £38,421), had net assets of £291,187 (2015: £384,725), and had a cash balance of just £289 (2015: £12,038).
However, the Directors have secured revenue generating projects, some funding deals that are already closed that together have realised sufficient funds to enable the Company to meet its commitments for the next financial year.
For this reason the Directors have formed a judgement at the time of approving the financial statements that the Company will have adequate funds to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
The Board does not recommend the payment of a dividend for the period.
The Directors of the Company accept responsibility for this announcement.