TIDMBION
RNS Number : 3268O
Bion PLC
31 January 2023
31 January 2023
BiON plc
("BiON" or the "Company")
Interim Results
BiON (AIM: BION), an AIM Rule 15 cash shell, announces its
unaudited interim results for the six months ended 31 October
2022.
Due to the Company changing its financial year end, as announced
on 5 October 2022, the comparative period represents the six months
from 1 January 2021 to 30 June 2021 ("H1 2021").
Summary
-- During the period, the Company operated as an AIM Rule 15 cash shell
-- The Company actively sought a suitable reverse candidate and
assessed various business opportunities
-- As a result of not completing a reverse takeover by 20
October 2022 (being six months from the date the Company became an
AIM Rule 15 cash shell), trading on AIM in the Company's ordinary
shares was suspended on 20 October 2022
-- From the suspension date, BiON has six months to complete an
acquisition, or acquisitions, which constitutes a reverse takeover
under AIM Rule 14 otherwise admission to trading on AIM will be
cancelled
-- As at 31 October 2022, BiON had cash and cash equivalents of
GBP480 thousand (30 April 2022: GBP1 thousand; 30 June 2021: GBP179
thousand)*
* Following becoming an AIM Rule 15 cash shell, the Company has,
from 1 May 2022, adopted Pound Sterling (GBP) as its functional
presentational currency. Accordingly, the results for the previous
periods have been restated in GBP based on the prevailing foreign
exchange rate as at the balance sheet date (30 April 2022 and 30
June 2021) and average rate for the six-month period for the H1
2021 income statement ( 1 January 2021 to 30 June 2021). See the
Financial Review for further details.
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU which is part of domestic UK
law pursuant to the Market Abuse (Amendment) (EU Exit) regulations
(SI 2019/310).
Enquiries:
BiON plc
+44 20 4582
c/o Gracechurch Group 3500
Beaumont Cornish Limited (Nominated Adviser)
+44 20 7628
Roland Cornish, Asia Szusciak 3396
Optiva Securities Limited (Broker)
+44 20 3137
Vishal Balasingham 1903
Gracechurch Group (Financial PR Adviser)
+44 20 4582
Claire Norbury 3500
Strategic Report
Overview
The Company is an AIM Rule 15 cash shell whose principal
activity is to identify potential acquisition opportunities. The
Company's strategy is to acquire a business that is seeking an AIM
quoted platform via a reverse takeover. The Directors will consider
opportunities in a number of sectors and will focus on an
acquisition that can create value for shareholders in the form of
capital growth and/or dividends.
During the period under review, the Company actively sought a
suitable reverse candidate and assessed various business
opportunities. As a result of not completing a reverse takeover by
20 October 2022 (being six months from the date the Company became
an AIM Rule 15 cash shell), trading on AIM in the Company's
ordinary shares was suspended on 20 October 2022.
Outlook
Since period end, the Company has been active in its search for
acquisition opportunities and is reviewing a number of potential
candidates. BiON has six months from 20 October 2022 to complete an
acquisition, or acquisitions, which constitutes a reverse takeover
under AIM Rule 14 otherwise admission to trading on AIM will be
cancelled.
The Company will update the market as appropriate.
Financial Review
This report covers the six months ended 31 October 2022. As
noted, due to the Company changing its financial year end, the
comparative period represents the six months from 1 January 2021 to
30 June 2021.
Change in functional and presentational currency
Prior to becoming an AIM Rule 15 cash shell, the Company's
operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted
primarily in Malaysian Ringgit (MYR) and, accordingly, its
functional and presentational currency was MYR. Following the
disposal of BVSB and becoming an AIM Rule 15 cash shell, the
Company incurs costs in Pound Sterling (GBP), which are of an
administrative and professional fee nature. As a result, the
Company adopted, from 1 May 2022, GBP as its functional and
presentational currency. The results for the prior periods have
been restated in GBP based on the prevailing foreign exchange rate
as at the balance sheet date (30 April 2022 and 30 June 2021) and
average rate for the six-month period for the H1 2021 income
statement ( 1 January 2021 to 30 June 2021).
Results summary
GBP000's Six months to 31 October Six months to 30
2022 June 2021
(Unaudited) (Unaudited)
Revenue - 98
-------------------------- ------------------
Operating expenses (99) (898)
-------------------------- ------------------
Loss before tax (99) (1,671)
-------------------------- ------------------
Loss per share (0.00023) (0.0039)
-------------------------- ------------------
The results reflect the six months to 31 October 2022 being a
period when the Company was a cash shell, having disposed of its
operating entity on 19 April 2022. As noted above, the operating
expenses incurred during the period consist primarily of
administrative and professional fees.
Cash flow and funds
Net cash used in operating activities was GBP479 thousand (H1
2021: GBP796 thousand). Cash and cash equivalents at 31 October
2022 was GBP480 thousand (30 April 2022: GBP1 thousand; 30 June
2021: GBP179 thousand).
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31.10.2022 30.06.2021 30.04.2022
GBP'000 GBP'000 GBP'000
unaudited unaudited audited
ASSETS
NON-CURRENT ASSETS
Intangible assets - 121 -
Property, plant and equipment - 15,969 -
Right-of-use assets - 827 -
Total non-current assets - 16,917 -
--------------- ----------- -----------
CURRENT ASSETS
Trade and other receivables 19 1,937 1,001
Amounts due from related - 526 -
parties
Cash and cash equivalents 480 179 1
Total current assets 499 2,642 1,002
--------------- ----------- -----------
Total assets 499 19,559 1,002
=============== =========== ===========
EQUITY
Stated capital 13,701 12,073 13,701
Foreign translation reserve (42) (463) (42)
Retained loss (13,469) (23,306) (13,370)
Merger reserve - (700) -
Total shareholders' equity 190 (12,396) 289
Non-controlling interests - 25 -
Total equity 190 (12,371) 289
--------------- ----------- -----------
CURRENT LIABILITIES
Trade and other payables 126 19,964 570
Lease liabilities - 84 -
Short-term borrowings 35 450 -
Income tax liabilities - 248 -
Total current liabilities 161 20,746 570
--------------- ----------- -----------
NON-CURRENT LIABILITY
Government grants deferred - 13 -
income
Long-term borrowings - 9,854 -
Lease liabilities - 978 -
Amounts due to directors 148 325 143
Deferred taxation - 14 -
Total non-current liabilities 148 11,184 143
--------------- ----------- -----------
Total liabilities 309 31,930 713
--------------- ----------- -----------
Total liabilities and equity 499 19,559 1,002
=============== =========== ===========
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
PERIOD ENDED PERIOD
ENDED
31.10.2022 30.06.2021
GBP'000 GBP'000
unaudited unaudited
Revenue - 98
Cost of sales - (738)
Gross (loss)/profit - (640)
Other income 36
Less: operating expenses
Administrative expenses (99) (898)
Operating loss (99) (1,502)
Finance income - 228
Finance costs - (397)
Loss before taxation (99) (1,671)
Income tax expense - -
Loss for the year (99) (1,671)
--------------- -----------
Other comprehensive loss
Exchange difference on translation of foreign
operations - (14)
Total comprehensive loss (99) (1,685)
=============== ===========
Loss per share:
Basic (RM) (0.00023) (0.0039)
Diluted (RM) (0.00023) (0.0039)
=============== ===========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD ENDED PERIOD
ENDED
31.10.2022 30.06.2021
GBP'000 GBP'000
unaudited unaudited
CASH FLOW FROM OPERATING ACTIVITIES
Loss before taxation (99) (1,671)
Adjustments for:
Amortisation of intangible assets - 5
Depreciation of property, plant and equipment - 351
Depreciation of right-of-use assets - 54
Government grant income - (1)
Interest expenses: -
- Lease liabilities interest - 56
- Loan interest - 341
Interest income - (228)
Unrealised gain on foreign exchange - (35)
Cash flow used in operating activities before
working capital changes (99) (1,128)
Decrease in trade and other receivables 982 1,401
(Decrease)/increase in trade and other payables (404) 1,169
(Increase)/decrease in amount due from related
parties - (303)
--------------- -----------
Cash flow from operating activities 479 1,139
Interest paid - (343)
Interest received - -
--------------- -----------
NET CASH FLOW FROM OPERATING ACTIVITIES 479 796
--------------- -----------
CASH FLOW FOR INVESTING ACTIVITIES
Purchase of property, plant and equipment - (912)
NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES 479 (912)
--------------- -----------
CASH FLOW FOR FINANCING ACTIVITIES
Principle elements of lease payment - (93)
NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES - (93)
--------------- -----------
Net increase/(decrease) in cash and cash
equivalents 479 (209)
Effects of foreign exchange translation - (19)
Cash and cash equivalents at the beginning
of the period 1 407
--------------- -----------
Cash and cash equivalents at the end of
the period 480 179
--------------- -----------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The interim report has been prepared in accordance with UK
adopted International Accounting Standards, including related
interpretations issued by the International Financial Reporting
Interpretations Committee ("IFRIC").
As permitted by Companies (Jersey) Law 1991 only the
consolidated financial statements are presented.
The financial statements are presented in GBP unless otherwise
stated and is the currency of the primary economic environment in
which the Company now operates. All values are rounded to the
nearest thousand pounds ("GBP'000") except where otherwise
indicated.
Change in functional and presentational currency
Prior to becoming an AIM Rule 15 cash shell, the Company's
operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted
primarily in Malaysian Ringgit (MYR) and, accordingly, its
functional and presentational currency was MYR. Following the
disposal of BVSB and becoming an AIM Rule 15 cash shell, the
Company incurs costs in Pound Sterling (GBP), which are of an
administrative and professional fee nature. As a result, the
Company adopted, from 1 May 2022, GBP as its functional and
presentational currency. The results for the prior periods have
been restated in GBP based on the prevailing foreign exchange rate
as at the balance sheet date (30 April 2022 and 30 June 2021) and
average rate for the six-month period for the H1 2021 income
statement (1 January 2021 to 30 June 2021).
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END
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