Source - RNS
RNS Number : 3820K
Levrett PLC
21 September 2016
 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

 

Levrett Plc

("Levrett" or "the Company")

 

Results for the period ended 31 March 2016

 

Levrett, a Company formed to acquire a target company with realisable or developed commercial technologies in the pharmaceutical and biotechnology sector, announces its results for period ended 31 March 2016.

 

Enquiries:


Levrett Plc

Pascal Hughes, CEO

 

+44 (0) 20 7183 4342

 

 

Whitman Howard Limited

Niall Baird / Nick Lovering

 

+44 (0) 20 7659 1234

Gable Communications Limited

John Bick

+44 (0) 20 7193 7463

+44 (0) 7872 061007

 

[email protected]



 

 

 

 

STRATEGIC REPORT

 

 

 

The Directors present their Strategic Report on the Company for the period ended 31 March 2016.

 

RESULTS

 

The Company made a loss after taxation of £350,420

 

REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS

 

Levrett plc is an investing company and the directors intend to utilise the Company's cash resources in line with the investing policy in the pharmaceutical industry. Having identified a number of possible acquisition targets for Levrett, as announced to the market on the 16 September 2015, the Company has signed a non-binding letter of intent to acquire the entire issued share capital of Nuformix Limited, a UK incorporated company operating in the co-crystal technology sector, for new shares in the Company (the "Acquisition"). Nuformix has a number of exciting patents and IP which Levrett intends to commercialise.

 

Significant progress has been made on legal and financial due diligence and the documentation required for the Acquisition, which will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of Levrett.

 

KEY PERFORMANCE INDICATORS

 

The key performance indicators are set out below:

 

 

 

2016

 

 

 

Gross financial assets - investments and cash

 

502,213

Net asset value - fully diluted per share

 

 (0.0072)p

Closing share price

 

 2.25p

 


===========

 

KEY RISKS AND UNCERTAINTIES

 

Currently the principal risks relate to the completion of the Acquisition, and whether, if unsuccessful, the Company could find sufficient suitable investments to ensure compliance with the requirements of its continued listing on the standard market.

 

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

 

Details of the Company's financial risk management objectives and policies are set out in Note 14 to these financial statements.

 

GOING CONCERN

 

As disclosed in Note 2, after making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

 

 

 

On behalf of the Board

Pascal Hughes

CEO

21 September 2016



 

 

 

 

 

INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE PERIOD ENDED 31 MARCH 2016

 

 

 

 

From incorporation to 31 March

 

 

 

2016

 

Note

 

£

 

 

 

 

Continuing operations:

 

 

 

Administrative expenses

 

 

(350,420)

 

 

 

-------------------

LOSS FOR THE PERIOD BEFORE TAXATION

 

 

(350,420)

 

 

 

 

Taxation

7

 

-

 

 

 


LOSS FOR THE PERIOD AND TOTAL COMPREHENSIVE

 

 

-------------------

LOSS FOR THE PERIOD

 

 

(350,420)

 



=========

 

 

 

 

LOSS PER SHARE - basic and diluted from continuing operations

13

 

(0.0058)p

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

LEVRETT PLC

 

STATEMENT OF CHANGES IN EQUITY

 

FOR THE PERIOD ENDED 31 MARCH 2016

 

 

 

Share

Share

Share option

Retained

Total

 

Capital

Premium

Reserve

Losses

Equity

 

£

£

£

£

£

 

 

 

 

 

 

Loss for the period and total

-

-

-

(350,420)

(350,420)

comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

Shares issues

95,750

-

-

-

95,750

Share premium (net of expenses)

 

737,440

-

-

737,440

Grant of share options

-

-

19,570

-

19,570

 

-----------------

-----------------

-----------------

-----------------

-----------------

Balance at 31 March 2016

95,750

737,440

19,570

(350,420)

502,340

 

========

========

========

========

========

 

 

 

 

 

 

 

                                                                                                               

 

 

 

 

 

 



 

STATEMENT OF FINANCIAL POSITION

 

AS AT 31 MARCH 2016

 

 

 

 

 

2016

 

 

Note

£

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Trade and other receivables

 

8

42,578

Cash and cash equivalents

 

9

502,213

 

 

 

-------------------

TOTAL ASSETS

 

 

544,791

 

 

 

=========

 

 

 


CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade and other payables

 

10

42,451

 

 

 

-------------------

NET ASSETS

 

 

502,340

 

 

 

=========

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Share capital

 

11

95,750

Share premium account

 

11

737,440

Share option reserve

 

 

19,570

Retained earnings

 

 

(350,420)

 

 


--------------------

TOTAL EQUITY

 

 

502,340

 

 


==========

 

 

 

 

 

 

 

 

 



 

STATEMENT OF CASH FLOWS

 

FOR THE PERIOD ENDED 31 MARCH 2016

 

 

 

 

 

2016

CASH FLOWS FROM OPERATING ACTIVITIES

 

Note

£

 

 

 

 

Loss after taxation

 

 

   (350,420)

Adjustments for:

 

 

 

Increase in trade and other receivables

 

 

(42,578)

Increase in trade and other payables

 

 

42,451

 

 

 

 

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

 

 

------------------

 

 

 

(350,547)

 

 

 

------------------

CASH FLOWS FROM FINANCING ACTIVITIES

 

 


 

 

 

 

Issue of shares (net of costs)

 

 

852,760

 

 

 

 

 

 

 

------------------

NET CASH INFLOW FROM FINANCING ACTIVITIES

 

 

852,760

 

 

 

========

 

 

 


NET INCREASE IN CASH AND CASH

 

 

502,213

EQUIVALENTS

 

 

 

 

 

 

 

Cash and cash equivalents brought forward

 

 

-

 

 

 

------------------

CASH AND CASH EQUIVALENTS CARRIED FORWARD

 

9

502,213

 

 

 

========

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED 31 MARCH 2016

 

 

1.         GENERAL INFORMATION

 

             Levrett plc is a public limited company incorporated in the United Kingdom. The Company's principal activities are described in the Directors' Report.

 

2.         ACCOUNTING POLICIES

 

             The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.  The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.  The measurement bases are more fully described in the accounting policies below.

 

             The financial statements are presented in pounds sterling (£) which is the functional currency of the company.

 

             An overview of standards, amendments and interpretations to IFRSs issued but not yet effective, and which have not been adopted early by the Company are presented below under 'Statement of Compliance'.

 

Going Concern

 

The directors have prepared cash flow forecasts through to 31 December 2017 which assumes no significant investment activity is undertaken unless sufficient funding is in place.  The expenses of the Company's continuing operations are minimal and the cash flow forecasts demonstrate that the Company is able to meet these liabilities as they fall due.  On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the Company's financial statements.

 

Critical Accounting Estimates and Judgements

 

The preparation of financial statement in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year.  These estimates and assumptions are based upon management's knowledge and experience of the amounts, events or actions.  Actual results may differ from such estimates.

 

The estimates and assumptions that may cause material adjustment to the carrying value of assets and liabilities relate to:

 

Share based payments

 

The calculation of the fair value of equity-settled share based awards and the resulting charge to the statement of comprehensive income requires assumptions to be made regarding future events and market conditions.  These assumptions include the future volatility of the Company's share price.  These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards.

 

Statement of compliance

 

The financial statements comply with IFRS as adopted by the European Union.  At the date of authorisation of these financial statements the following Standards and Interpretations affecting the Company, which have not been applied in these financial statements, were in issue, but not yet effective.  The company does not plan to adopt these standards early.

 

·      IFRS 9 Financial Instruments

·      IFRS 15 Revenue from Contracts with Customers

·      IAS 16 and IAS 38 (amendments) Clarification of Acceptable Methods of Depreciation and Amortisation

·      IAS 27 (amendments) Equity Method in Separate Financial Statements



 

 

 

2.         ACCOUNTING POLICIES (continued)

 

 

All share based payments are accounted for in accordance with IFRS 2 - "Share-based payments".  The Company issued equity-settled share based payments in the form of share options to certain directors and employees.  Equity settled share based payments are measured at fair value at the date of grant.  The fair value determined at the grant date of 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.

 

Fair value is estimated using the Black-Scholes valuation model.  The expected life used in the model has been adjusted, on the basis of management's best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations.  At each balance sheet date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions.  The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to retained earnings.

 

 

Current taxation is the taxation currently payable on taxable profit for the year.

 

Deferred income taxes are calculated using the liability method on temporary differences.  Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.  However, deferred tax is not provided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.  Temporary differences include those associated with shares in subsidiaries and joint ventures and are only not recognised if the Company controls the reversal of the difference and it is not expected for the foreseeable future.  In addition, tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets.

 

Deferred tax liabilities are provided in full, with no discounting.  Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.  Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the statement of financial position date.  Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statements, except where they relate to items that are charged or credited to equity in which case the related deferred tax is also charged or credited directly to equity,

 

Financial assets

 

The Company's financial assets comprise cash and cash equivalents.

 

Trade and other receivables

 

Trade and other receivables are recognised and carried at original invoice value less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

 

 

Cash and Cash equivalents

 

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 

             Financial liabilities

 

             The Company's financial liabilities comprise trade payables.  Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Company becomes a party to the contractual provisions of the instruments.

 

             Trade payables

 

             Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

 

             Equity

 

             Equity comprises the following:

 

·      "Share capital" represents the nominal value of equity shares.

·      "Share premium" represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

·      "Share option reserve" represents the fair value of options issued

·      "Retained losses" represents retained losses.

 

 

3.         SEGMENTAL INFORMATION

 

The Company is organised around business class and the results are reported to the Chief Operating Decision Maker according to this class.  There is one continuing class of business, being the investment in the pharmaceutical sector.

 

             Given that there is only one continuing class of business, operating within the UK no further segmental information has been provided.

 

 

4.

EXPENSES BY NATURE

 

2016

 

 

 

£

 

 

 

 

 

Operating rentals

 

34,000

 

Wages and salaries

 

36,000

 

Social security costs

 

  3,673

 

 

 

 

 

The average number of persons employed by the Company during the period was l.

 

 

 

 

 

 

5.

AUDITOR'S REMUNERATION

 

2016

 

 

 

£

 

During the period the Company obtained the following services

from the Company's auditor:

 

 


 

 

 

Fees payable to the Company's auditors for the audit of the Company's


10,000

 

annual accounts



 

Fees payable to the Company's auditors for other services:



 

  Other services pursuant to legislation


1,000

 

  Tax services


2,000

 



-----------------

 



13,000

 



========

 

 




6.

DIRECTORS' REMUNERATION

 

 

 


 

 

 

The company has one employee and the key management of the Company are the Directors.  The amounts paid to the Directors, is as follows:



 


 

 

 




 





 




2016

 

Director



£

 





 

Pascal Hughes



18,000

 

John Lidgey



8,000

 

Anthony Reeves



8,000

 




------------------

 




34,000

 




=========

 





 

7.

TAXATION



2016

 




          £

 





 

Current tax on income for the period



-

 




------------------

 





The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the consolidated entities as follows:

 


 

2016

 


 

£

 

Factors affecting the tax charge

 

 

 

Loss before tax


(350,420)

 



------------------

 

Profit/(loss) before tax multiplied by rate of corporation tax in the UK



 

of  20%


(70,084)

 

Deferred tax not recognised


70,084

 



------------------

 

Total tax


-

 



=========

 

No deferred tax asset has been recognised as Directors cannot be certain that future profits will be sufficient for this asset to be realised.  As at 31 March 2016 the Company has tax losses carried forward of approximately £350,420      

 

Factors affecting future tax charges  

 

UK corporation tax rates are falling from the current rate of 20% to 19% for the financial year beginning 1 April 2017 and to 17% for the financial year beginning 1 April 2020.          

 

 

8.

TRADE AND OTHER RECEIVABLES

 

2016

 


 

£

 


 

 

 

VAT Debtor


42,578

 



=========

 




The fair value of trade and other receivables is considered by the Directors not to be materially different to carrying amounts.

 

9.

CASH AND CASH EQUIVALENTS

 

2016

 


 

£

 


 

 

 

Cash at bank


502,213

 



=========

 

The Directors consider that the carrying amount of cash and cash equivalent represents their fair value.

 

 

 

 

 

10.

TRADE AND OTHER PAYABLES

 

2016

 


 

£

 


 

 

 

Trade payables


36,342

 

Accrued charges


6,109

 



------------------

 



42,451

 



=========

The fair value of trade and other payables is considered by the Directors not to be materially different to carrying amounts.

 

11.

ISSUED SHARE CAPITAL

Number of

Nominal

Share

 


Shares

Value

premium

 

Issued and fully paid

No.

£

£

 

 

At 31 March 2016:




 

Ordinary shares of 0.001p each




 

Issued on incorporation

50,000,000

50,000

-

 

Issued on 17 December 2015

45,750,000

45,750

757,010

 


------------------

-------------------

------------------

 


95,750,000

95,750

757,010

 


=========

=========

========

 

 

12.       SHARE OPTIONS AND WARRANTS         

 

             EQUITY-SETTLED SHARE OPTION SCHEME

 

             The company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme.  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.

 

             The fair value of these warrants was determined using the Black-Scholes option pricing model and was 0.020438p per option.

 

             The significant inputs to the model in respect of the warrants granted in the period ending 31 March 2016 were as follows:

 

 



2016

 

Grant date shared price


4p

 

Exercise share price


2p

 

No. of share options


957,500

 

Risk free rate


0.5%

 

Expected volatility


30%

 

Expected option life


2 years

 




The total share-based payment expense recognised against share premium for the period ended 31 March 2016 in respect of warrants granted was £19,570.



 

 

SHARE OPTIONS AND WARRANTS (continued)

 

The following table sets out the details of the warrants granted:

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

options at

 

 

 

 

 

Issued in

Exercised

31 March

Exercise

Expiry

 

Warrant holder

 

the year

in the year

2016

price

date

 

 

 

 

 

 

 

 

 

EGR Broking Limited

 

957,500

-

957,500

2p

12/07/17

 

Rampart Management Limited

 

12,000,000

-

12,000,000

4p

07/12/18

 

Ambeson Limited

 

11,000,000

-

11,000,000

4p

07/12/18

 

James Bligh

 

10,000,000

-

10,000,000

4p

07/12/18

 

Pascal Hughes

 

5,000,000

-

5,000,000

4p

07/12/18

 

OBB Trading Limited

 

3,000,000

-

3,000,000

4p

07/12/18

 

Dielle Regan

 

2,500,000

-

2,500,000

4p

07/12/18

 

Robert Regan

 

2,500,000

-

2,500,000

4p

07/12/18

 

Jack Dibble

 

1,400,000

-

1,400,000

4p

07/12/18

 

Fulcrum Management Services

 

1,000,000

-

1,000,000

4p

07/12/18

 

Anthony Reeves

 

1,000,000

-

1,000,000

4p

07/12/18

 

GB Trust Co Limited

 

600,000

-

600,000

4p

07/12/18

 

 

 

 

 

 

 

 




--------------------

--------------------

--------------------



 

 

 

50,957,500

-

50,957,500

 

 




==========

==========

==========



 

As a result of the placing on the 7 December 2015, the company has created and issued a total of 50,000,000 warrants to the original founder shareholders. These warrants may be exercised at any time on or before 7 December 2018 and shall entitle the warrant holder to subscribe for one Ordinary share for each warrant at 4p.

 

 

13.          LOSS PER SHARE

 

The calculation of loss per ordinary share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. 

 

 

 

 

2016

 

 

 

 

 

 

 

 

Loss

Weighted Average number of shares

 

Per shares amount pence

 

 

 

 

 

£

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

 

 

(350,420)

60,090,214

(0.0058)p

 




 

14.       FINANCIAL INSTRUMENTS

 

                CAPITAL MANAGEMENT

 

                The Company's objectives when managing capital are:

 

·       to safeguard the Company's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

·       to support the Company's growth; and

·       to provide capital for the purpose of strengthening the Company's risk management capability.

 

The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities.  Management regards total equity as capital and reserves, for capital management purposes.

 

                CREDIT RISK

 

The main credit risk relates to liquid funds held at banks.  The credit risk in respect of these bank balances is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

 

                LIQUIDITY RISK

 

                The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs.

 

                An analysis of trade and other payables is given in note 10.  These payables are payable within a year.

 

                CATEGORIES OF FINANCIAL INSTRUMENTS

 

The IAS 39 categories of financial asset included in the statement of financial position and the headings in which they are included are as follows:

 


 

2016

 


 

£

 

Financial assets:

 

 

 

Cash and bank balances


502,213

 

Loans and receivables


42,578

 




 

Financial liabilities at amortised cost:



 

Trade and other payables


(42,451)

 



=========

 

 

15.       RELATED PARTY TRANSACTIONS

 

During the period the Company was invoiced £18,000 for management services by Pascal Hughes, a director, £8,000 for management services by John Lidgey, a director, and £8,000 for management services by Anthony Reeves, (a director).

 

16.       POST PERIOD END EVENTS

 

             On 16 September 2016, the Company announced that it has signed a non-binding letter of intent to acquire the entire issued share capital of Nuformix Limited.

 

17.       ULTIMATE CONTROLLING PARTY

 

             The Directors do not consider there to be a single ultimate controlling party.

  

 


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