TIDMFIRE
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
IamFire plc
AQSE: FIRE
("FIRE" or the "Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 31 OCTOBER 2021
CHAIRMAN'S STATEMENT
I am pleased to present the interim results for IamFire plc (AQSE: FIRE) for
the period of 30 April 2021 to 31 October 2021. Significant changes took place
with the appointment of John Taylor as Chief Executive Officer and Sandy
Barblett as the Non-executive Chairman at the end of September 2021 and the
retirement as directors of Burns Singh Tennent-Bhohi & Marc T Bamber. This
coincided with an equity fundraise of £369,000 that allowed the Company to
enter a period of review and consolidation, prior to embarking on an aggressive
execution of its investment strategy designed to return value to our
shareholders.
In November 2021, the Company announced the appointment of Fiona Wilmot as a
new Non-executive Director and the retirement of Jeremy Ross. Fiona has taken
over the responsibilities of the finance function within the Company and also
those of Company Secretary. This has permitted FIRE to bring several
previously outsourced functions in house, allowing the streamlining of
processes and the stripping out of associated costs. The Board believes that
this will improve the corporate governance aspects of the Company considerably
and ensure that shareholders are presented with company information on an
accurate and timely basis.
Since the period end the Company negotiated an option to subscribe up to £4.5m
into Convertible Loan Notes (CLNs) with Boanerges Limited. Any CLNs subscribed
for can be converted in to shares in Boanerges at 75p per share. Boanerges has
subsequently acquired the assets, name and business of WeShop Limited, a social
commerce platform that possesses the potential to scale rapidly under the
execution stewardship of its new owners. As a result, Boanerges has been
re-named as WeShop Holdings Limited (WeShop) and has listed its shares on the
JP Jenkins exchange.
On 22 December 2021, IamFire subscribed for £2m worth of CLNs with WeShop
Holdings and looks forward to assessing the progress of the WeShop platform
prior to deciding on further commitments. The Company has a separate £4.5m
Convertible Loan Note ("Previous CLN") with the legacy WeShop Limited, which is
now effectively a shell company holding 33,333,333 shares in WeShop. Should
the Previous CLN convert FIRE will become owners of around 25% of WeShop
Limited and therefore would be entitled to receive around 8 million WeShop
shares following any in specie distribution.
The WeShop platform is now live (www.we.shop), with a limited user base, prior
to its formal launch in Q1 2022. Transactions are flowing with users able to
purchase goods and services from the majority of the top 1,000 retailers
operating in the UK. Users are being awarded shares in WeShop for every
purchase, with the ultimate aim of distributing 90% of WeShop shares to its
user base over time.
IamFire concluded a fundraise of £4.75m of new equity on 14 December 2021.
This has secured the balance sheet of FIRE and provided the capital required to
subscribe for the WeShop CLNs, should the Board deem that appropriate.
Bio2Pure has provided a comprehensive update of activity for 2021. Bio2Pure
has made considerable progress in relation to its business development
activities primarily in India however extending to other regions in Asia and
the Middle East. Bio2Pure is submitting tender proposals for a number of
projects which, if secured, would lead to material revenues in calendar year
2022. FIRE currently owns 10% of the issued share capital of Bio2Pure which it
acquired through the issuance of 4,000,000 FIRE shares at 20p per share in
August of 2020. In 2021, Bio2Pure raised in aggregate £400,000 through the
subscription into Convertible Loan Notes. We look forward to providing further
updates on the progress of Bio2Pure.
The Board has determined not to re-evaluate the carrying value of any of its
existing investments until the year end date in April 2022. There are no
material updates on other legacy investments of which the Board is conducting a
review.
Financial Review
The Company's financial results for the six months ended 31 October 2021 show a
loss of £86,186 (2020: loss of £161,709). Revenues of £nil (2020: £nil),
administrative costs of £67,905 (2020: £237,863), finance income of £181,479
(2020: £66,096) and finance costs of £199,760 (2020: £71,038).
As at 31 October 2021, the Company had cash reserves of £340,870 (2020: £
8,871).
The 2021 interim financial report of the Company has not been audited or
reviewed by the Company's auditor, PKF Littlejohn LLP.
Outlook
The next 12 months should prove to be an exciting time for the Company. I would
like to thank all stakeholders for their continued support and look forward to
updating shareholders as our investments progress.
S Barblett
Chairman
20 January 2021
The Directors of the Company accept responsibility for the contents of this
announcement.
REGULATORY ANNOUNCEMENTS
Enquiries:
Company:
Sandy Barblett
John Taylor
Fiona Wilmot
info@iamfireplc.com
Peterhouse Capital Limited (Corporate Advisor):
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
Six months Six months
to 31 to 31
October October
2021 2020
Note (unaudited) (unaudited)
£ £
CONTINUING OPERATIONS
REVENUE - -
Other operating income - 81,096
Administrative expenses (67,905) (237,863)
OPERATING LOSS (67,905) (156,767)
Finance income 181,479 66,096
Finance costs (199,760) (71,038)
LOSS BEFORE TAXATION (86,186) (161,709)
Taxation - -
LOSS FOR THE FINANCIAL (86,186) (161,709)
PERIOD
Other Comprehensive Income - -
TOTAL COMPREHENSIVE LOSS (86,186) (161,709)
FOR THE PERIOD
Earnings per share
Basic EPS (£) 3 (0.002) (0.007)
STATEMENT OF FINANCIAL POSITION
As at 31 As at As at 31
October 30 April October
2021 2021 2020
Note (unaudited) (audited) (unaudited)
£ £ £
ASSETS
NON-CURRENT ASSETS
Investments at FVTPL 814,677 814,677 815,000
814,677 814,677 815,000
CURRENT ASSETS
Trade and other receivables 19,672 12,890 107,639
Investments at FVTPL 56,300 60,000 45,000
Financial assets at FVTPL 4,974,936 4,793,456 4,566,082
Cash and cash equivalents 340,870 8,871 59,363
5,391,778 4,875,217 4,778,084
TOTAL ASSETS 6,206,455 5,689,894 5,593,084
EQUITY
Called up share capital 4 624,254 593,504 586,733
Share premium 4 4,040,370 3,708,120 3,479,890
Retained earnings 4 (3,469,275) (3,383,089) (3,222,805)
TOTAL EQUITY 1,195,349 918,535 843,818
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities -
borrowings
Interest bearing loans and 4,873,595 4,673,835 4,471,289
interest
CURRENT LIABILITIES
Trade and other payables 137,511 97,524 277,977
137,511 97,524 277,977
TOTAL LIABILITIES 5,011,106 4,771,359 4,749,266
TOTAL EQUITY AND LIABILITIES 6,206,455 5,689,894 5,593,084
STATEMENT OF CASHFLOWS
Six months Year ended Six months
to 31 30 April to 31
October 2021 October
2021 2020
Note
(unaudited) (audited) (unaudited)
£ £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax (86,186) (321,993) (161,709)
Loss/(gain) on revaluation of fixed 3,700 (30,000) -
assets
Finance costs 199,760 273,584 -
Finance income (181,479) (244,616) -
Increase in trade and other (6,782) (4,730) (87,831)
receivables
Increase/(decrease) in trade and 39,986 (125,620) 57,573
other payables
Net cash used in operating activities (31,001) (453,375) (30,258)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed asset investments - (45,000) (845,000)
Interest received - 13 -
Investment in convertible loan notes - (4,527,161) (4,500,000)
Net cash used in investing activities - (4,572,148) (5,345,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Amount introduced by Directors - 3,315 -
Proceeds from the issue of share 369,000 630,000 1,300,000
capital
Share issue expenses paid (6,000) - (105,000)
Issue of discounted capital bond - 4,400,000 4,400,251
Net cash generated from financing 363,000 5,033,315 5,595,251
activities
Net (decrease) in cash and equivalents 331,999 7,792 58,284
Cash and cash equivalents at beginning of 8,871 1,079 1,079
period
Cash and cash equivalents at end of 340,870 8,871 59,363
period
STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
capital premium earnings Equity
£ £ £ £
Balance as at 1 May 2020 526,733 2,344,890 (3,061,096) (189,473)
Loss in period - - (161,709) 161,709)
Total comprehensive loss for the - - (161,709) (161,709)
period
Issue of share capital 60,000 1,240,000 - 1,300,000
Cost of share issue - (105,000) - (105,000)
Total transactions with owners, 60,000 1,135,000 - 1,195,000
recognised directly in equity
Balance as at 31 October 2020 586,733 3,479,890 (3,222,805) 843,818
Loss for the period - - (160,284) (160,284)
Total comprehensive loss for the - - (160,284) (160,284)
period
Issue of share capital 6,771 228,230 - 235,001
Total transactions with owners, 6,771 228,230 - 235,001
recognised directly to equity
Balance as at 30 April 2021 593,504 3,708,120 (3,383,089) 918,535
Balance as at 1 May 2021 593,504 3,708,120 (3,383,089) 918,535
Loss in the period - - (86,186) (86,186)
Total comprehensive loss for the - - (86,186) (86,186)
period
Issue of share capital 30,750 338,250 - 369,000
Cost of share issue - (6,000) - (6,000)
Total transactions with owners, 30,750 332,250 - 363,000
recognised directly to equity
Balance as at 31 October 2021 624,254 4,040,370 (3,469,275) 1,195,349
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of the Company is to establish strategic and portfolio
investment opportunities in Social Commerce, Life Sciences and Natural
Resources.
I am Fire plc is a public limited company incorporated in England and Wales
under the Companies Act (registered number 07603259). The Company is domiciled
in the United Kingdom and its registered address is Hyde Park House, 5 Manfred
Road, London, SW15 2RS.
2. BASIS OF PREPARATION
These condensed interim financial statements for the period ended 31 October
2021 have been prepared in accordance with the AQSE rules for Companies. As
permitted, the Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this interim financial information. The condensed
interim financial statements should be read in conjunction with the annual
financial statements for the year ended 30 April 2021, which have been prepared
in accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union.
The interim financial information set out above does not constitute statutory
accounts as defined by Section 434 of the Companies Act 2006. It has been
prepared on a going concern basis in accordance with the recognition and
measurement criteria of IFRS as adopted by the European Union. Statutory
financial statements for the year ended 30 April 2021 were approved by the
Board of Directors on 26 October 2021 and delivered to the Registrar of
Companies. The report of the independent auditor on those financial statements
was unqualified.
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to
shareholders by the weighted average number of ordinary shares ("WANS")
outstanding in the period. Diluted earnings per share is calculated using the
weighted average number of shares adjusted to assume the conversion of all
dilutive potential ordinary shares. Diluted loss per share has not been
calculated as the options and warrants have no dilutive effect given the loss
arising in the period.
Six months to Year ended 30
31 Oct 2021 Six months to April 2021
31 Oct 2020
Earnings (£) (86,186) (161,709) (321,993)
WANS (No.) 35,115,104 22,114,378 30,383,848
Earnings per share (£) (0.002) (0.007) (0.0106)
4. CALLED UP SHARE CAPITAL
As at the end of the reporting period the issued share capital in the Company
was as follows:
At 31 At 31 At 30
October October April 2021
2021 2020 (audited)
(unaudited) (unaudited)
No. No. No.
Ordinary shares of £0.0025 47,014,017 32,005,683 34,714,017
Deferred shares of £0.2475 2,047,350 2,047,350 2,047,350
Equity comprises the following:
Share capital: represents amounts subscribed for shares at nominal value
Share premium: represents amounts subscribed for share capital, net of issue
costs, in excess of nominal value.
Retained earnings: represents the accumulated profits and losses attributable
to equity shareholders.
The interim financial information document will also be available on the
Company's website www.iamfireplc.com
END
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