Source - PRN

31 May 2017

COINSILIUM GROUP LIMITED


(“Coinsilium”, the “Group” or the “Company”)

Final audited results for the year ended 31 December 2016 and Notice of Annual General Meeting

STATEMENT OF THE BOARD OF DIRECTORS

It gives us great pleasure to present the annual report and financial statements for the year ended 31 December 2016.

Review of the Year

2016 was a transitional year for Coinsilium with some challenges along the way. There were several management and board level changes. However, despite the challenges, the Group pursued its main activities of accelerating and financing early-stage blockchain technology companies.

In 2016, Coinsilium Group increased its stake in three portfolio companies (Fuzo, Factom and SatoshiPay), divested of its stake in TRAC (“The Real Asset Company”) and invested in a new company, RSK Labs. RSK Labs is developing a smart contract platform secured by the Bitcoin network.

From February 2016 to the end of April 2016 Coinsilium’s wholly owned accelerator, Block Chain Space, conducted its first blockchain startup acceleration programme on the campus of ESADE Creapolis, near Barcelona. Four startups were accepted into the programme, each targeting different sectors of blockchain applications (payments, trade finance, data storage and peer-to-peer insurance). The Block Chain Space acceleration programme enables Coinsilium to acquire equity stakes in early-stage startups at entry-level valuations.

In April 2016, the Group also successfully ran the Blockchain Tech Lab, a unique one-week blockchain tech educational programme which gathered blockchain experts from around the world including several CTOs of Coinsilium’s investees. The programme was followed by a 2-day “blockchain hackathon” attended by teams of talented blockchain developers.

The Group recorded a loss after tax for the year of £738,065..This included the loss in relation to the divestment of TRAC of £316,800, together with the write down of investments in Fidelia Solutions Limited (CoinSimple) of £24,440 and in Exchange of the Americas (MeXBT) of £386,688.

The value of the investment portfolio at 31 December 2016 was £1,069,176.

At the year end, the Group had £99,641 in cash and cash equivalents.

Post Year End

At the beginning of 2017, Coinsilium Group’s co-founder Malcolm Palle joined the Board as a Non-Executive Director. Since the end of 2016 costs have been significantly reduced to a more appropriate level for a growth business of Coinsilium’s size. The Group has also taken several key strategic decisions to build a strong foundation in readiness for the many opportunities we see in the emerging Blockchain Technology sector.

We are now refocused on our core objectives and the Group has been repositioned to reflect the original ethos of why we originally launched Coinsilium: to identify the early winners in the blockchain revolution and leverage some of the vast array of related opportunities.

There has been evidence of our progress since the beginning of 2017 with exciting news from three companies in our portfolio; Factom, SatoshiPay and RSK Labs:

·      Factom added Peeli Ventures, Harvest Equity, and a number of Austin-based investors to its stellar lineup of investors including Tim Draper, Plug and Play and Medici Ventures to reach a series A round of US$8m.

·      SatoshiPay closed a €1.1m round of investment at a price of Eur340 per share raising the implied value of Coinsilium's shareholding in SatoshiPay to €725,220, representing an increase in value of 362.61% since Coinsilium's investment.

·      RSK Labs participated to the second batch of the 'Dubai Future Accelerator' where they have been working with the Dubai government on large scale blockchain applications. RSK Labs raised $3.5m in a pre-series A round and recently opened their latest software version ‘Ginger’ for public testing.

In the first half of 2017 the Group also raised a total of £305,985 in two successive share subscriptions, supported in the main by existing shareholders and all Board Directors in both instances and we are most grateful to our shareholders for their continued support. 

In addition to our investments, over the course of 2017 Coinsilium will be taking a more proactive stance in terms of its commercial activities and we are currently evaluating some exciting opportunities with the objective of expanding the business in an innovative, yet cost effective manner.

To this intent, in April 2017, the Group announced that it has entered into a Strategic Alliance with Oraclize, the London-based company providing infrastructure layers for Smart Contracts, to jointly develop and build a Smart Contract System for the next generation of blockchain-powered applications.

It is anticipated that more players will be joining The Alliance in the near term, leveraging each parties’ complementary skill sets in order to jointly develop and build a Smart Contract System (“SCS”) for the next generation of blockchain-powered applications, now being referred to as ‘Blockchain 2.0’. The objective is to provide an Enterprise Standard foundational layer to enable commercial scale development of market specific SCS managing Token issuance and implementation of governance protocols for many vertical markets.

Shareholders should expect further news in this regard over the coming weeks and months as the Strategic Alliance initiative begins to take form.

Outlook

We recognise that we are living in exceptional times when, at this early stage of development, blockchain, a technology now qualified as foundational by Harvard Business Review, offers numerous opportunities with the potential to generate asymmetric returns to our shareholders.

We would also like to sincerely thank our shareholders for their continued support over the last year and we look forward to updating the market with news of Coinsilium’s progress and that of our investee companies over the course of the year.

With a restructured Board and a new commercial strategy in place, we believe that Coinsilium is well positioned to take advantage of our first-mover advantage in this exciting technology space, and we look to the future with confidence and enthusiasm.

Eddy Travia

Executive Director

31 May 2017

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of shareholders of Coinsilium Group Limited (the “Company”) will be held at the offices of Peterhouse Corporate Finance Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD at 15.00 BST on 6 July 2017.

Notice of the Annual General Meeting and audited accounts will shortly be available on the Company’s website at https://www.coinsilium.com/

The Directors of Coinsilium Group Limited take responsibility for this announcement.

For further information, please contact:

Eddy Travia, CEO    +44 (0) 207 099 0740
Coinsilium Group Limited
www.coinsilium.com

Malcolm Palle, Non-executive Director   +44 (0) 7785 381089
Coinsilium Group Limited

Harry Chathli / Ana Ribeiro / Alexis Gore    +44 (0) 207 618 9100
Luther Pendragon Ltd
(Media Relations)

Guy Miller / Mark Anwyl    +44 (0) 207 469 0930 
Peterhouse Corporate Finance Limited 
(NEX Exchange Corporate Adviser)

Nick Emerson / Andy Thacker    +44 (0) 1483 413 500
SI Capital Limited
(Broker)
 

COINSILIUM GROUP LIMITED                          
GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2016

2016
GBP
2015
GBP
Continuing Operations
Revenue 208,627 11,870
Cost of sales (38,769) (7,985)
Gross Profit 169,858 3,885
Administration expenses (430,835) (1,026,361)
Impairments (160,365) (1,312,059)
Loss on disposal of available for sale financial assets (316,800) -
Share based payments - (81,275)
Operating Loss (738,142) (2,415,810)
Finance income 77 65
Finance costs - (1)
Loss before Taxation (738,065) (2,415,746)
Income tax - -
Loss for the year/period (738,065) (2,415,746)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Change in fair value on available-for-sale financial assets 118,195 287,905
Fair value of impaired available-for-sale financial assets recycled through profit or loss (276,682) -
Total Comprehensive Income attributable to owners of the Parent (896,552) (2,127,841)
Earnings per share (pence) from continuing operations attributable to owners of the Parent – Basic & Diluted (0.01) (0.04)

COINSILIUM GROUP LIMITED                                                
STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

Group Company
31 December 2016
GBP
31 December 2015
GBP
31 December 2016
GBP
31 December 2015
GBP
Non-Current Assets
Intangible assets - - - -
Property, plant and equipment 1,083 508 - -
Available-for-sale financial assets 1,069,176 1,452,035 - -
Investment in subsidiaries - - 3,011,984 2,652,406
Other financial assets 334,456 164,335 - -
1,404,715 1,616,878 3,011,984 2,652,406
Current Assets
Trade and other receivables 6,274 59,058 1,979 33,384
Cash and cash equivalents 99,641 984,023 - 248,397
105,915 1,043,081 1,979 281,781
Total Assets 1,510,630 2,659,959 3,013,963 2,934,187
Equity attributable to owners of the Parent
Share capital - - - -
Share premium 4,377,396 4,377,396 4,377,396 4,377,396
Share option reserve 81,275 81,275 81,275 81,275
Available- for-sale reserve 129,418 287,905 - -
Retained losses (3,153,811) (2,415,746) (2,164,378) (1,806,478)
Total equity attributable to owners of the Parent 1,434,278 2,330,830 2,294,293 2,652,193
Current Liabilities
Trade and other payables 76,352 329,129 719,670 281,994
Total Liabilities 76,352 329,129 719,670 281,994
Total Equity and Liabilities 1,510,630 2,659,959 3,013,963 2,934,187

The Financial Statements were approved and authorised for issue by the Board of Directors on 31 May 2017 and were signed on its behalf by:

Eddy Travia

Executive Director

COINSILIUM GROUP LIMITED                                                  
STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016

GROUP Attributable to Equity Shareholders

Share capital
GBP

Share premium
GBP
Share option reserve
GBP
Available-
for-sale reserve

GBP

Retained losses
GBP


Total
GBP
At incorporation -* - - - - -
Loss for the period - - - - (2,415,746) (2,415,746)
Other comprehensive income
Change in value on available-for-sale financial assets - - - 287,905 - 287,905
Total comprehensive income for the period - - - 287,905 (2,415,746) (2,127,841)
Transactions with owners
Issue of ordinary shares - 4,652,870 - - - 4,652,870
Issue costs - (275,474) - - - (275,474)
Share based payments - - 81,275 - - 81,275
Total transactions with owners - 4,377,396 81,275 - - 4,458,671
As at 31 December 2015 - 4,377,396 81,275 287,905 (2,415,746) 2,330,830
Loss for the year - - - - (738,065) (738,065)
Other comprehensive income
Change in value on available-for-sale financial assets - - - 118,195 - 118,195
Fair value of impaired available- for-sale assets recycled through profit or loss - - - (276,682) - (276,682)
Total comprehensive income for the year - - - (158,487) (738,065) (896,552)
As at 31 December 2016 - 4,377,396 81,275 129,418 (3,153,811) 1,434,278

* One share issued on incorporation at £Nil par value.

COINSILIUM GROUP LIMITED                                                  
STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016

PARENT COMPANY Attributable to Equity Shareholders

Share capital
GBP

Share premium
GBP
Share option reserve
GBP

Retained losses
GBP


Total
GBP
At incorporation -* - - - -
Loss for the period - - - (1,806,478) (1,806,478)
Total comprehensive income for the period - - - (1,806,478) (1,806,478)
Transactions with owners
Issue of ordinary shares - 4,652,870 - - 4,652,870
Issue costs - (275,474) - - (275,474)
Share based payments - - 81,275 - 81,275
Total transactions with owners - 4,377,396 81,275 - 4,458,671
As at 31 December 2015 - 4,377,396 81,275 (1,806,478) 2,652,193
Loss for the year - - - (357,900) (357,900)
Total comprehensive income for the year - - - (357,900) (357,900)
As at 31 December 2016 - 4,377,396 81,275 (2,164,378) 2,294,293

* One share issued on incorporation at £Nil par value.

COINSILIUM GROUP LIMITED                                                               
STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2016

Group Company
2016
GBP
2015
GBP
2016
GBP
2015
GBP
Cash flows from operating activities
Loss before taxation (738,065) (2,415,746) (357,900) (1,806,478)
Adjustments for:
Finance income (77) (65) - -
Depreciation 466 132 - -
Amortisation - 600 - -
Impairment of intangible assets - 1,110,722 - 600
Non-cash revenues (129,278) - - -
Impairment of available-for-sale financial assets
160,365
200,737 - -
Impairment of investment in subsidiaries - - - 937,767
Loss on disposal of available-for-sale financial assets 316,800 - - -
Share based payment - 81,275 - 81,275
Directors fees paid in shares - 140,000 - 140,000
Creditors balances settled in shares - 33,513 - 33,513
Decrease/(Increase) in trade and other receivables 52,784 (59,058) 31,405 (33,384)
Increase in trade and other payables (252,777) 329,130 (269,902) 281,994
Net cash used in operating activities (589,782) (578,760) (596,187) (364,713)
Cash flows from investing activities
Interest received 77 65 - -
Purchase of intangible assets - (600) - (600)
Purchase of property, plant & equipment (1,041) (640) - -
Purchase of financial assets (170,121) (164,335) - -
Proceeds from disposal of available-for-sale financial assets 41,600 - - -
Purchase of available-for-sale financial assets (165,115) (435,590) - -
Investment in subsidiary undertakings - - - (4,333)
Decrease/(increase) in loans to subsidiary undertakings - - 347,790 (1,545,840)
Net cash (used in)/generated from investing activities (294,600) (601,100) 347,790 (1,550,773)
Cash flows from financing activities
Proceeds from issue of shares
Cost of share issue
-
-
2,439,357
(275,474)
-
-
2,439,357
(275,474)
Net cash generated from financing activities - 2,163,883 - 2,163,883
Net (decrease)/increase in cash and cash equivalents (884,382) 984,023 (248,397) 248,397
Cash and cash equivalents at beginning of year/period 984,023 - 248,397 -
Cash and cash equivalents at end of year/period 99,641 984,023 - 248,397