TIDMIIG

RNS Number : 6487M

Intuitive Investments Group plc

25 May 2022

25 May 2022

Intuitive Investments Group plc

Interim report for the period from incorporation to 31 March 2022

Intuitive Investments Group plc (AIM: IIG) ("IIG" or the "Company"), a closed-end investment company focussed on the life sciences sector, announces its interim results for the six months to 31 March 2022.

Financial highlights

 
                                 31 March    30 September        31 March 
                                     2022            2021            2021        Flotation 
  Net Assets                12.33 million    8.14 million    7.90 million     7.59 million 
  Investments               10.40 million    5.74 million    3.93 million               NA 
  Cash                       1.91 million    2.57 million    3.90 million     7.59 million 
  NAV per share                    18.73p          20.14p          19.55p           18.78p 
  % Increase/(decrease) 
   from previous 
   period end                     (6.96)%           2.99%           4.12%               NA 
 

Operational highlights

-- Acquisition of Touchless Innovation Limited, including the wholly owned subsidiary Touch-Less Hygiene UK Limited and the business and assets of Sanoserv International Franchising Limited (trading as Sanondaf) for the initial consideration of 28.8 million new ordinary shares and GBP1 million in cash.

-- Subscription to raise GBP607,000 by the issue of 2.76 million new ordinary shares at a price of 22 pence per share, principally subscribed for by directors of IIG.

-- Appointment of Julian Baines MBE as Non-Executive Chairman with David Evans moving to chair of the Investment Committee.

-- Investment in Ocutec Limited, a private company in the late-stage portfolio at a cost of GBP250,000.

For further information, please contact:

 
  Intuitive Investments Group plc                                             www.iigplc.com 
  Julian Baines, Non-Executive Chairman                                      Via Walbrook PR 
   Robert Naylor, CEO 
 
  SP Angel Corporate Finance LLP 
   - Nominated Adviser                                                  +44 (0) 20 3470 0470 
  Jeff Keating / David Hignell / Kasia 
   Brzozowska 
 
  Turner Pope Investments (TPI) Ltd 
   - Broker                                                             +44 (0) 20 3657 0050 
  Andrew Thacker / James Pope 
 
  Walbrook PR Limited - Media & Investor     +44 (0)20 7933 8780 or intuitive@walbrookpr.com 
   Relations 
                                                              +44 (0) 7980 541 893 / +44 (0) 
  Paul McManus/ Sam Allen                                                       7502 558 258 
 

About Intuitive Investments Group plc

The Company is an investment company seeking to provide investors with exposure to a portfolio concentrating on fast growing and/or high potential Life Sciences businesses operating predominantly in the UK, continental Europe and the US, utilising the Board's experience and in particular that of the chairman of the Investment Committee, David Evans, to seek to generate capital growth over the long term for shareholders.

Chairman and Chief Executive's Report

We are pleased to present the interim report for Intuitive Investments Group plc, which covers the six months ended 31 March 2022. Overall, the period under review has been one of notable progress, particularly in the unquoted portfolio, with the acquisition of T ouchless Innovation Limited including the wholly owned subsidiary Touch-Less Hygiene UK Limited and the business and assets of Sanoserv International Franchising Limited (trading as Sanondaf) ("Sanondaf") and an investment into Ocutec Limited ("Ocutec"). The publicly traded portfolio, however, has not performed well, except for Light Science Technologies plc which at the period end was valued at GBP1.49 million, a premium to the GBP1 million we initially invested. We believe that the publicly traded portfolio is undervalued and in the medium-term there is the potential for good returns from these investments.

Evolution of strategy and acquisition of Sanondaf

As noted in our year end results, we found the interpretation of aspects of the regulatory framework had constrained our ability to take advantage of certain opportunities. Therefore, we shifted the Company's strategic focus to take larger stakes in companies, which was resoundingly endorsed by Shareholders at IIG's Annual General Meeting in December 2021.

We acquired Sanondaf in February 2022. The initial aggregate consideration for Sanondaf was the issue of 28.8 million new ordinary shares of 1 penny each ("Ordinary Share") and GBP1 million in cash, with deferred consideration of GBP900,000 payable six months from completion and an earn out of 30% of US profits for the three years from completion. The consideration shares were issued in two tranches, with the second tranche requiring a waiver under Rule 9 of the Code on Takeovers and Mergers. Again, with the support of Shareholders, we were able to achieve this via an accelerated Rule 9 waiver, which had the benefits of significant cost and time savings.

Sanondaf is by far the largest investment in IIG's portfolio, therefore we will provide separate updates by RNS as to this investment's progress.

Sanondaf is a market-leading provider of specialist disinfection and decontamination services operating in 10 countries and has 25 regional sites in the UK. Sanondaf's core technology is spraying and fogging of a hydrogen peroxide formula, which is administered as a dry vapour disinfection treatment which can be used on all electrical and electronic devices and all hard and soft furnishings safely, without causing damage or leaving any unsightly residue on the surfaces treated.

Sanondaf's strategy is to grow by increasing services to existing customers and focussing on specific sectors including life science, transport and heavy engineering. In addition, Sanondaf is developing a pipeline of innovative products around its fogging technology and an anatomical tissue processing technology. This growth strategy will be supported nationally by selling regional franchises in the UK and internationally by selling country master franchises globally. The strategic goal of Sanondaf is to become a market leader in professional decontamination, disinfection and anatomical waste management in the countries in which it operates, principally by organic growth.

As a franchise-based business, we believe sales and market share can be increased significantly without the need for large amounts of capital investment. However, we expect, in the short term, cash generated in Sanondaf will be used firstly to meet the deferred consideration of GBP900,000 payable to the vendors of the business and assets of Sanoserv International Franchising Limited and secondly to invest into Sanondaf's infrastructure, product development and working capital. As such there will not be distributions from Sanondaf to IIG in the near term.

Other unquoted investments

We also invested GBP250,000 in Ocutec, representing a 6.04%. interest in Ocutec's enlarged share capital, as part of a GBP1.36 million fundraising round. Ocutec has patented technology covering the formulation of novel contact lens products, contact lens comfort solutions and injection moulding technology for rapid manufacturing. Ocutec is based in Glasgow, and has been operating since 2006, having been spun out of the University of Strathclyde.

The unquoted portfolio continues, in the main, to be held at cost, plus accrued interest if applicable, or the valuation of the most recent investment round. Both Axol Bioscience Limited and Momentum Limited have raised additional capital, but this is at the same valuation as the round in which IIG participated and therefore there is no increase or decrease in valuation. We are aware of three investee companies currently raising capital which may provide an uplift in their valuations. Further details of the companies in the unquoted portfolio are contained at the end of this statement.

Publicly traded investments as 31 March 2022

 
                                        Valuation as at 
                                                  30 September      Unrealised 
                                 31 March 2022            2021     gain/(loss) 
                                      GBP             GBP             GBP 
  Evgen Pharma plc                      76,344         126,955        (50,611) 
  Light Science Technologies 
   Holding plc                       1,491,344       1,406,060          85,284 
  Microsaic Systems plc                192,000         442,000       (250,000) 
  Midatech Pharma plc                   44,450          91,000        (46,550) 
  Polarean Imaging plc                 270,000         429,166       (159,166) 
  Shield Therapeutics plc              164,120         325,032       (160,912) 
  Trellus Health plc                    82,663         294,984       (212,321) 
  Yourgene Health plc                  127,428         221,889        (94,461) 
  Closing fair value                 2,448,349       3,337,086       (888,737) 
 

In the small cap healthcare sector, during the early part of the Covid-19 pandemic, we saw many fundraisings, inflated trading volumes and some valuations pushed to excessive levels, particularly those companies with a Covid-19 related exposure. We do not perceive that any of our investments achieved excessive valuations. The subsequent sell off has been indiscriminate, with many investors reducing their exposure to the sector. Inevitably our own portfolio has not been immune to this decline in the small cap healthcare sector. Overall, we believe that the publicly traded portfolio is undervalued and in the medium-term there is potential for excellent returns from these investments. In context, during the period under review the AIM All-Share (AXX) and Nasdaq Biotechnology (NBI) indices fell by 15.3% and 16.6% respectively and have continued to materially decline post the period end.

Financial performance

NAV per Ordinary Share at flotation: 18.78 pence; 30 September 2021: 20.14 pence; 31 March 2022: 18.73 pence. There are investment losses of GBP 696,000 , comprising unrealised losses of GBP889,000, interest income from the convertible loan notes of GBP99,000, gains on realisation of publicly traded companies of GBP76,000 and management fee income of GBP18,000.

The structure of the Company is purposefully simple, and the administrative costs of the business were GBP195,000 for the period. Overall, the loss for the period was GBP717,000. Given the size of the Company, the Board does not propose to declare a dividend.

During the period there was a subscription to raise GBP607,000 by the issue of 2,759,091 new Ordinary Shares at a price of 22 pence per share, of which GBP423,000 was subscribed for by Directors of IIG.

Outlook

Given our current cash position and in the absence of realisations, we do not anticipate making new investments. We may make follow on investment in some of our existing investments. We are clearly focussed on realising value from our existing portfolio, in particular our investment in Sanondaf, which we perceive, in the medium term, will be the best driver of shareholder value. We look forward to updating you as to our progress.

Later stage investments

BioQ Pharma Incorporated ("BioQ") ( www.bioqpharma.com )

Investment of US$1 million by way of unsecured convertible loan notes and warrants, valued at cost plus accrued interest. 6.65% of NAV as at 31 March 2022.

BioQ is a well-established, commercial-stage, medical device and pharmaceutical company, addressing the infusible drugs market. BioQ's proprietary Invenious(TM) platform comprises a "connect-and-go" drug-device system combination, which can be utilised to improve the delivery of infusible medicines. BioQ's platform includes a bespoke unit-dose delivery solution for infusible drugs, whereby a diluent delivery system and administration line are combined in one self-contained, ready-to-use presentation. The key benefits of the platform include reduced cost and complexity compared to current infusion techniques.

Ocutec Limited ("Ocutec") ( www.ocutec.com )

Investment of GBP250,000 in ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 2.03% of NAV as at 31 March 2022.

As noted above Ocutec has patented technology covering the formulation of novel contact lens products, contact lens comfort solutions and injection moulding technology for rapid manufacturing.

Touchless Innovations Limited ("Sanondaf") ( www.sanondaf.co.uk )

Investment of GBP5.3 million to acquire the entire issued share capital, held at fair value, for which cost is deemed the most appropriate basis of measurement. 43.11% of NAV as at 31 March 2022.

As noted above Sanondaf is a market-leading provider of specialist disinfection and decontamination services operating in 10 countries and has 25 regional sites in the UK. Treatments are non-corrosive, contain no toxic ingredients and Sanondaf's application methods ensure they are not harmful to people, animals or the environment. It is safe for use in all settings, including operating theatres, critical care units, and is CASA (Civil Aviation Safety Authority) approved. Sanondaf's disinfection formula has proven efficacy against pathogens, included, viruses, mould, bacteria and fungi.

Series A and B investments

Axol Bioscience Ltd ("Axol") ( www.axolbio.com )

Investment of GBP249,091 in A ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 2.02% of NAV as at 31 March 2022.

Axol produces high quality human cell products, particularly in relation to pluripotent stem cell (hiPSC) and critical reagents such as media and growth supplements, which are sold to medical research and drug discovery organisations. Axol also provides contract research for example customising cell lines for customers, such as reprogramming and differentiation. The Chairman of Axol is Jonathan Milner, who is the company's co-founder and was previously deputy chairman of Abcam plc.

CardiNor AS ("CardiNor") ( www.cardinor.com )

Investment of GBP125,002 in ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 1.01% of NAV as at 31 March 2022.

CardiNor is a Norwegian biotech company established in June 2015 to commercialise the development of secretoneurin ("SN"), an important new biomarker for cardiovascular disease ("CVD"). SN is the only biomarker shown to be associated with biological processes linked to cardiomyocyte handling. This unique biological function explains why SN presents as an independent and strong predictor of mortality in all major patient cohorts, including ventricular arrhythmia, acute heart failure, acute respiratory failure patients with CVD and severe sepsis. CardiNor has completed development of a research assay based on immunoassay technology to measure SN in blood and the assay is under further clinical development, including to obtain a CE mark.

The Electrospinning Company Ltd ("TECL") ( www.electrospinning.co.uk )

Investment of GBP500,000 in ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 4.06% of NAV as at 31 March 2022.

TECL has a technology platform built around the process of electrospinning, a technique for production of micro and nano-fibre biomaterials from a variety of natural and synthetic polymers, and a suite of post-processing technologies to convert the biomaterials into medical device components. The core business is the sale of product development and manufacturing services to medical device companies. TECL is also using its know-how to develop proprietary materials for targeted out-licensing opportunities, aiming to capture more of the end-market value created by its innovations and expertise.

Micrima Ltd ("Micrima") ( www.micrima.com )

Investment of GBP200,000 by way of convertible loan note held at fair value, for which cost is deemed the most appropriate basis of measurement. 1.75% of NAV as at 31 March 2022.

Micrima is a commercial stage company which has developed a new imaging method, the MARIA(R) system, based on radiofrequency technology to improve early diagnosis of breast cancer. Micrima has reached a significant development milestone with its novel breast imaging technology. Micrima is now set to embark on commercial launch.

Momentum Bioscience Ltd ("Momentum") ( www.momentumbio.co.uk )

Investment of GBP125,000 in preferred A ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 1.01% of NAV as at 31 March 2022.

Momentum is developing a revolutionary rapid diagnostic test for patients suspected of sepsis, an infection of the blood stream resulting in symptoms including a drop in a blood pressure, increase in heart rate and fever. Momentum's SepsiSTAT(R) system enables reporting of the presence or absence and 'pan gram identification' of viable organisms in just two hours, helping direct the right antimicrobials. The system also provides a pure concentrate of growing organisms for further analysis. Faster testing in suspected sepsis patients can reduce mortality, accelerate hospital discharge, lower hospital costs, and reduce pressure on antimicrobial resistance. SepsiSTAT(R) is a diagnostic test that runs from a sample of whole blood before any culturing steps are taken and is currently being studied in clinical practice with highly encouraging early results indicating competitive sensitivity versus the current standard of care. Over 120 million blood tests for sepsis are run annually representing a market potential of over GBP1 billion.

PneumoWave Ltd ("PneumoWave") ( www.pneumowave.com )

Investment of GBP350,000 in new ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 2.84% of NAV as at 31 March 2022.

The investment in PneumoWave allowed for the company to nominate a director to the board. Dr Stewart White, Chair of IIG's Advisory Panel was appointed director on 31 March 2021. All fees paid by PneumoWave are remitted to the company and shown as management fees in the statement of comprehensive income.

PneumoWave, which was incorporated in February 2018, is developing an innovative remote respiratory monitoring platform comprising a small, chest-worn biosensor and AI-driven data analysis/alerting software for the early detection, prediction, and prevention of adverse events in respiratory patients, both in hospitals and at home. In 2020, PneumoWave was awarded the Breakthrough Medical Device designation from the U.S. Food and Drug Administration for the development of the device, which is designed to monitor breathing in real-time to a clinical standard of care.

The specially designed wireless biosensor is one of the smallest available and transmits data to the cloud using a data hub or smartphone, alerting the patient, their household members, doctor, nurse, or emergency services where life-threatening changes occur. PneumoWave's technology will be able to accurately monitor large numbers of patients in any location at any time.

Intuitive Investments Group Plc

Statement of Comprehensive Income

For the 6 months to 31 March 2022

 
                                            6 months to         Period to         Period to 
                                               31 March          31 March      30 September 
                                                   2022              2021              2021 
                                              Unaudited         Unaudited           Audited 
                                                    GBP               GBP               GBP 
 
  Investment income 
  Finance income                                 98,954            29,981           110,344 
  Gains on realised investments                  75,831                 -            89,876 
  (Losses)/Gains on investments 
   at fair value                              (888,737)           422,220           821,214 
  Management Fees                                18,141                 -            34,084 
                                         --------------    --------------    -------------- 
                                              (695,811)           452,201         1,055,518 
 
  Administrative expenses                     (194,558)         (127,363)         (324,153) 
                                         --------------    --------------    -------------- 
  (Loss)/Profit before tax                    (890,369)           324,838           731,365 
 
  Corporation tax                               173,853                 -         (170,447) 
                                         --------------    --------------    -------------- 
  (Loss)/Profit for the period                (716,516)           324,838           560,918 
 
  Other Comprehensive Income                          -                 -                 - 
                                         --------------    --------------    -------------- 
  Total comprehensive income 
   for the period                             (716,516)           324,838           560,918 
 
 
  Total comprehensive income 
   attributable to the owners 
   of the company                             (716,516)           324,838           560,918 
 
 
  Profit/(Loss) per share 
  Basic - pence                     4           (1.49)p             0.80p             2.22p 
  Diluted - pence                               (1.49)p             0.77p             2.22p 
 
 
 
 
 
 

Intuitive Investments Group Plc

Statement of Financial Position

As at 31 March 2022

 
                                   Notes             As at             As at             As at 
                                                  31 March          31 March      30 September 
                                                      2022              2021              2021 
                                                 Unaudited         Unaudited           Audited 
  ASSETS                                               GBP               GBP               GBP 
  Non-current assets 
  Investments                        5          10,398,155         3,933,074         5,737,353 
  Deferred tax asset                                94,328                 -            10,221 
                                            --------------    --------------    -------------- 
                                                10,492,483         3,933,074         5,747,574 
                                            --------------    --------------    -------------- 
  CURRENT ASSETS 
  Trade and other receivables                       42,530            91,294            42,345 
  Cash and cash equivalents                      1,910,883         3,903,376         2,566,793 
                                            --------------    --------------    -------------- 
                                                 1,953,413         3,994,670         2,609,138 
                                            --------------    --------------    -------------- 
  TOTAL ASSETS                                  12,445,896         7,927,744         8,356,712 
 
  EQUITY 
  Shareholders' Equity 
  Called up share capital            6             657,903           404,192           404,418 
  Deferred shares                                   47,500            47,500            47,500 
  Share premium                                 11,631,228         7,125,361         6,985,736 
  Other reserves                                   144,399                 -           144,399 
  Accumulated profit/(loss)                      (155,598)           324,838           560,918 
                                            --------------    --------------    -------------- 
  Total Equity                                  12,325,432         7,901,891         8,142,971 
                                            --------------    --------------    -------------- 
  LIABILITIES 
  Current liabilities 
  Trade and other payables                          29,542            25,853            33,073 
  Non current liabilities 
  Deferred tax liabilities                          90,922                 -           180,668 
                                            --------------    --------------    -------------- 
  TOTAL LIABILITIES                                120,464            25,853           213,741 
                                            --------------    --------------    -------------- 
 
                                            --------------    --------------    -------------- 
  TOTAL EQUITY AND LIABILITIES                  12,445,896         7,927,744         8,356,712 
 
 
      Net asset value per share                     18.73p            19.55p            20.14p 
 

Intuitive Investments Group Plc

Statement of Changes in Equity

For 6 months to 31 March 2022

 
                            Called        Deferred             Share           Other        Retained             Total 
                                up          Shares           Premium        Reserves        Earnings            Equity 
                             Share 
                           Capital 
                               GBP             GBP               GBP             GBP             GBP               GBP 
 
  Balance at 11                  -               -                 -               -               -                 - 
  June 
  2020 
 
  Profit for the 
   period                        -               -                 -               -         324,838           324,838 
  Issued share 
   during 
   the period              404,192          47,500         7,632,148               -               -         8,083,840 
  Finance costs                  -               -         (506,787)               -               -         (506,787) 
                      ------------    ------------    --------------    ------------    ------------    -------------- 
  Balance at 31 
   March 
   2021                    404,192          47,500         7,125,361               -         324,838         7,901,891 
 
  Profit for the 
   period                        -               -                 -               -         236,080           236,080 
  Warrants on 
   admission                     -               -         (144,399)         144,399               -                 - 
  Issued share 
   during 
   the period                  226               -             4,774               -               -             5,000 
 
                      ------------    ------------    --------------    ------------    ------------    -------------- 
  Balance at 30 
   September 
   2021                    404,418          47,500         6,985,736         144,399         560,918         8,142,971 
 
  Loss for the 
   period                        -               -                 -               -       (716,516)         (716,516) 
  Issued share 
   during 
   the period              253,485               -         4,645,492               -               -         4,898,977 
 
                      ------------    ------------    --------------    ------------    ------------    -------------- 
                           657,903          47,500        11,631,228         144,399       (155,598)        12,325,432 
                      ------------    ------------    --------------    ------------    ------------    -------------- 
 

Intuitive Investments Group Plc

Statement of Cash Flows

For the 6 months to 31 March 2022

 
                                             Notes        6 Months          Period        Period to 
                                                                to              to     30 September 
                                                          31 March        31 March             2021 
                                                              2022            2021        Unaudited 
                                                         Unaudited       Unaudited 
                                                               GBP             GBP              GBP 
 
  Profit/(loss) before tax from 
   continuing operations                                 (890,369)         294,857          731,365 
 
  Adjusted by: 
  Interest income                                         (45,773)               -        (110,344) 
  Gain on disposal                                               -               -         (89,876) 
  Fair value movement                                      888,737       (422,220)        (821,214) 
                                                      ------------    ------------     ------------ 
                                                          (47,405)       (127,363)        (290,069) 
 
  Changes in working capital 
  (Increase)/decrease in trade and 
   other receivables                                         (185)        (91,294)         (42,345) 
  (Decrease)/increase in trade and 
   other payables                                          (3,531)          25,853           33,073 
                                                      ------------    ------------     ------------ 
  Net cash outflow from operating 
   activities                                             (51,121)       (192,804)        (299,341) 
 
  Cash flows from investing activities 
 
  Purchase of investments                      5       (1,349,805)     (3,480,873)      (5,055,770) 
  Proceeds from sale of investments                        138,016               -          339,851 
                                                      ------------    ------------     ------------ 
  Net cash (outflow)/inflow from 
   investing activities                                (1,211,789)     (3,480,873)      (4,715,919) 
                                                      ------------    ------------     ------------ 
  Cash flows from financing activities 
  Net proceeds from share issues                           607,000       7,577,053        7,582,053 
                                                      ------------    ------------     ------------ 
  Net cash inflow from financing 
   activities                                              607,000       7,577,053        7,582,053 
                                                      ------------    ------------     ------------ 
 
  Increase/(decrease) in cash and 
   equivalents                                           (655,910)       3,903,376        2,566,793 
 
  Cash and cash equivalents at beginning                 2,566,793               -                - 
   of year 
                                                      ------------    ------------     ------------ 
  Cash and cash equivalents at end 
   of year                                               1,910,883       3,903,376        2,566,793 
 
 
   1.    General Information 

Intuitive Investments Group Plc is a com pany incorp orated and d omiciled in England and Wales. The com pany is listed on the AIM market of the Lo nd on Stock Exchange (ticker: IIG).

The financial information set out in this Half Yearly report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The group's statutory financial statements for the period ended 30 September 2021 were prepared under International Financial Reporting Standards ("IFRS").

Copies of the annual statutory accounts and the Half Yearly report can be found on the Company's website at http://www.iigplc.com/ .

   2.    Basis of preparation 

The principal accounting policies applied in the preparation of the financial information are set out below. These policies have been consistently applied.

Basis of preparation

The financial information of the Company has been prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IASs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations (collectively 'IFRS') as adopted for use in the European Union and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies and making any estimates. Changes in assumptions may have a significant impact on the financial statements in the period the assumptions changed. Board of Directors believe that the underlying assumptions are appropriate and that the financial statements are fairly presented. The Board of Directors believes, there are no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, and therefore, these financial statements have limited disclosures.

   3.      Significant accounting policies 

Income recognition

   (i)           Gains on realised investments 

All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional.

   (ii)          Interest income 

Interest income is recognised using the effective interest method. Interest income is interest earned on bank deposit accounts and loan notes and is included within the statement of comprehensive income.

   (iii)         Management fees 

The Company earns fee income from the monitoring fees from Investee Companies. Revenue is recognised at the fair value of the consideration received or receivable, excluding rebates. Fees earned for the provision of an ongoing service are recognised as that service is provided.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

   (i)           Current tax 

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules using tax rates enacted or substantially enacted by the statement of financial position date.

Income tax is recognised in the income statement or in equity if it relates to items that are recognised in the same or a different period, directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.

   (ii)          Deferred tax 

Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carrying forward or unused tax assets and unused tax losses can be utilised.

   3.    Accounting policies (continued) 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Investments

All investments are designated upon initial recognition as held at fair value through the profit and loss and are measured at subsequent reporting dates at fair value in accordance with IFRS 9.

Publicly traded securities will be valued by reference to their bid price or last traded price, if applicable, on the relevant exchange in accordance with the Association of Investment Companies' valuation guidelines and applicable accounting standards. Where trading in the securities of an Investee Company is suspended, the investment in those securities will be valued at the Chairman's estimate of its net realisable value. In preparing these valuations, the Company will take into account, where appropriate, latest dealing prices, valuations from reliable sources, comparable asset values and other relevant factors.

Fair values for unquoted investments, including convertible loan notes or investments for which the market is inactive, are established by using various valuation techniques in accordance with the International Private Equity and Venture Capital Valuation (the "IPEV") guidelines. These may include recent arm's length market transactions, the current fair value of another instrument which is substantially the same, discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised.

Where an investment has been made recently, the Company may use cost as the best indicator of fair value. In such cases, any changes or events subsequent to the relevant transaction date would be assessed to ascertain if they imply a change in the investment's fair value. Such valuations prepared by the Investment Team will be approved by the Audit and Risk Committee at least twice a year. If the Board considers that any of the above bases of valuation are inappropriate in any case, or generally, it may adopt such other valuation procedures as it considers reasonable in the circumstances.

   3.    Accounting policies (continued) 

Other receivables and payables

Trade receivables and trade payables are measured at amortised cost.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held on call, together with other short term highly liquid investments which are not subject to significant changes in value and have original maturities of less than three months.

Share capital and reserves

Share capital: Represents the nominal value of equity shares. Share premium: The account represents the accumulated premium paid for shares issued in previous periods above their nominal value less issue expenses.

Retained Earnings

Represents the accumulated profits being the excess of income derived from holding investments less the costs associated with running the Company. This reserve may be distributed by way of dividends.

4 . Earnings per Share

Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period.

Reconciliations are set out below:

 
                                            Period 
                                                to 
                                          31 March 
                                              2022 
                                         Unaudited 
 
  Basic 
 
  Earnings attributable to ordinary 
   shareholders                          (716,516) 
 
  Weighted average number of shares     48,046,357 
 
  Earnings (Loss) per-share - pence        (1.49)p 
 
 
  Diluted 
 
  Earnings attributable to ordinary 
   shareholders                          (716,516) 
 
  Weighted average number of shares     48,046,357 
 
  Earnings (Loss) per-share - pence        (1.49)p 
 
 

As at 31 March 2022 there were 1,962,500 outstanding share warrants.

5 . Investments

 
  Cost                                          GBP 
 
  At 11 June 2020                                 - 
 
  Additions during the period             3,480,873 
 
  Revaluation at 31 March 2021              452,201 
                                       ------------ 
 
  At 31 March 2021                        3,933,074 
 
  Additions during 6 months to 30 
   September 2021                         1,574,897 
  Disposals                               (249,975) 
  Accrued interest                          110,344 
  Change in fair value                      369,013 
                                       ------------ 
  At 30 September 2021                    5,737,353 
 
  Additions during 6 months to 31 
   March 2022                             5,641,782 
  Disposals                               (136,016) 
  Accrued interest                           43,773 
  Change in fair value                    (888,737) 
                                       ------------ 
                                         10,398,155 
 
 
 

6. Share Capital

Issued share capital comprises:

 
                               Period            Period            Period 
                                   to                to                to 
                                to 31       to 31 March             to 31 
                           March 2022              2021         September 
                            Unaudited         Unaudited              2021 
                                                                  Audited 
                                  GBP               GBP               GBP 
  Ordinary shares 
   of 1p each                 657,903           404,192           404,418 
                       --------------    --------------    -------------- 
                              657,903           404,192           404,418 
 
 

During the period to 31 March 2022 the company issued ordinary shares of GBP0.01 each listed, as follows:

 
 
    Date issued       Price              Type                Number 
    04/03/2022      GBP0.22            Placing                2,759,091 
    04/03/2022      GBP0.19     Vendor consideration         22,589,352 
                                                         -------------- 
                                                             25,348,443 
 
 

7. Post balance sheet events

On 25 February 2022, the Company announced it had acquired Touchless Innovation Limited in exchange for 28,863,636 new Ordinary Shares and GBP1 million in cash. The consideration shares were issued in two tranches. The second tranche of 6,274,284 consideration shares, were issued to Stuart White, the Chief Executive Officer of Touchless Innovation Limited on 26 April 2022.

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May 25, 2022 02:00 ET (06:00 GMT)

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