RNS Number : 7722Q
Roquefort Investments PLC
29 October 2021
 

Roquefort Investments plc

("Roquefort Investments" or the "Company")

 

Interim Results to 30 June 2021

 

Roquefort Investments plc (LSE:ROQ), the London listed investment company established to acquire businesses focused on early-stage opportunities in the medical biotechnology sector, is pleased to present its interim results for the six-month period ended 30 June 2021.

 

Highlights

•      Successfully admitted to trading on the London Stock Exchange ("LSE") as of 22 March 2021

•      Cash Balance at period end of £880,445

 

Chairman Statement 

I am pleased to present the interim financial statements to shareholders for the six months ending 30 June 2021.

 

During the period under review the Company was primarily concerned with listing on the standard segment of the London Stock Exchange, which was successfully achieved on 22 March 2021.  The Company then turned its attention to identifying and screening suitable businesses focused on early-stage opportunities in the medical biotechnology sector.

 

Post period end, on 29 September 2021 we were delighted to announce that Roquefort Investments had entered into non-binding term sheet ("Term Sheet") with Provelmare Holding S.A. to acquire 100% of the total issued equity in Lyramid Limited ("Lyramid") for an initial consideration of £1 million payable 50% in cash and 50% in shares (the "Transaction").  Lyramid has the exclusive worldwide licence to commercialise up to 37 patents related to Midkine-based therapies for the treatment of COVID-19 patients, cancer, autoimmune disorders and chronic kidney disease ("Midkine-Based Therapies").

 

The Directors of Roquefort Investments consider the Transaction to represent a transformational, value enhancing transaction for shareholders, which is fully aligned with the Company's growth strategy. Lyramid's global patent portfolio for Midkine-Based Therapies provides a platform to develop first-in-class drugs for the treatment of severe inflammatory diseases, autoimmune disorders and cancer.  The therapeutic potential of Midkine-Based Therapies has been validated during more than 10 years of research including collaborations with leading academic centres and clinicians resulting in over 900 scientific publications.

 

To fund the Transaction, Roquefort Investments will be seeking to carry out a placing of new ordinary shares to new and existing investors ("Placing") to raise funds of up to £3 million to finance the cash component of the consideration, pre-clinical drug development and working capital. As such, the Transaction is conditional, inter alia, on a successful Placing. 

 

Should the Transaction complete, it would constitute a Reverse Take-Over ("RTO") under the ‎Listing Rules and accordingly the Company would apply for the re-admission of its shares to the Official ‎List and the Main Market of the London Stock Exchange.‎ Where an RTO is contemplated but has not yet been completed, the FCA will normally ‎suspend a company's listing pending the publication of a prospectus prepared in accordance with the ‎prospectus regulation rules of the FCA and approved by the FCA, or an announcement that the Transaction is not ‎proceeding.‎  

 

Therefore, at the request of the Company, the FCA suspended the Company's listing on the ‎standard segment of the Official List as of 29 September 2021. Trading on the Main Market of the London Stock Exchange has also been suspended as of 29 September 2021.‎‎ ‎

 

I look forward to reporting our progress on this potentially transformative transaction to you in the coming weeks and thank all shareholders for their continued support.

 

Financial Review

For the 6 months to 30 June 2021 the Company reported a net loss of £301,232, mostly relating to administrative expenses involved with the listing. The Company maintained a strong balance sheet position at 30 June 2021, most notably holding cash at period end of £880,445.

Directors

The following directors have held office during the period to 30 June 2021:

 

Mr Stephen West (Executive Chairman)

Mr Mark Rollins (Non-Executive Director)

Dr Michael Stein (Non-Executive Director)

Mr Glenn Whiddon (Non-Executive Director) - resigned 20 October 2021

 

Corporate Governance  

The UK Corporate Governance Code (September 2014) ("the Code"), as appended to the Listing Rules, sets out the Principles of Good Corporate Governance and Code Provisions which are applicable to listed companies incorporated in the United Kingdom. As a standard listed company, the Company is not subject to the Code, but the Board recognises the value of applying the principles of the Code where appropriate and proportionate and has endeavoured to do so where practicable.

Responsibility Statement

The Directors are responsible for preparing the Unaudited Interim Condensed Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with International Accounting Standard 34 on Interim Reporting ("IAS 34"). The directors confirm that, to the best of their knowledge, this condensed interim report has been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely: 

•     an indication of important events that have occurred during the six months ended 30 June 2021 and their impact on the condensed financial statements for the period, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and 

•      related party transactions that have taken place in the six months ended 30 June 2021 and that have materially affected the financial position of the performance of the business during that period.

 

On behalf of the board

 

Stephen West

Executive Chairman

29 October 2021

 

 

Enquiries

 

Roquefort Investments plc

Stephen West (Chairman)                                              +44 (0)20 3290 9339

 

Optiva Securities Limited (Broker)

Christian Dennis                                                               +44 (0)20 3411 1881

 

For further information, please visit www.roquefortinvest.com and @roquefortinvest on Twitter.

 

 

 

 

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTHS ENDED 30 JUNE 2021

 

 

 

Unaudited

Unaudited

 

 

6 Month Period ended 30 June 2021

17 Aug

to 31 Dec 2020

 

 

£

£

 

Notes

 

 

Administrative expenses

 

(301,232)

(7,624)

Operating loss

6

(301,232)

(7,624)

Finance income/(expense)

 

-

-

Loss before taxation

 

(301,232)

(7,624)

Income tax

7

-

-

Loss for the period from continuing operations

 

(301,232)

(7,624)

Total loss for the year attributable to equity holders of the Company

 

(301,232)

(7,624)

Other comprehensive loss

 

-

-

Total comprehensive loss attributable to equity holders of the Company

 

(301,232)

(7,624)

 

 

 

 

Basic and diluted earnings per ordinary share (pence)

8

(1.79)

(0.08)

 

The notes form an integral part of the Unaudited Condensed Interim Financial Statements

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

 

 

 

 

 

 

 

Unaudited

Unaudited

 

 

Period ended 30 June 2021

Period ended 31 Dec 2020

 

 

£

£

 

 

 

 

ASSETS

Notes

 

 

CURRENT ASSETS

 

 

 

Cash and cash equivalents

 

880,445

114,933

Trade and other receivables

9

13,241

1,443

TOTAL ASSETS

 

893,686

116,376

 

 

 

 

LIABILITIES

 

 

 

CURRENT LIABILITIES

 

 

 

Trade and other payables

10

14,331

-

TOTAL LIABILITIES

 

14,331

-

 

 

 

 

NET ASSETS

 

879,355

116,376

EQUITY

 

 

 

Share Capital

11

313,000

124,000

Share Premium

11

800,000

-

Share Based Payment Reserves

12

74,911

-

Retained Earnings

 

(308,856)

(7,624)

TOTAL EQUITY

 

879,355

116,376

 

 

The notes form an integral part of the Unaudited Condensed Interim Financial Statements

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CASHFLOW

FOR THE 6 MONTHS ENDED 30 JUNE 2021

 

 

 

 

Unaudited

 

Unaudited

 

 

6 Month Period ended 30 June 2021

 

17 Aug to 31 Dec 2020

 

 

£

 

£

Cash flow from operating activities

 

 

 

 

Loss before income tax

 

(301,232)

 

(7,624)

Adjustments for:

 

 

 

 

Share based payment

 

74,911

 

-

Changes in working capital:

 

 

 

 

Increase in receivables

 

(11,798)

 

(1,443)

Increase in payables

 

14,331

 

-

Net cash used in operating activities

 

(232,788)

 

(9,067)

 

 

 

 

 

Cashflows from financing activities

 

 

 

 

Proceeds from issue of ordinary shares

 

1,015,000

 

124,000

Share issue costs

 

(25,700)

 

-

Net cash used in financing activities

 

989,300

 

124,000

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

 

Net increase in cash held

 

765,511

 

114,933

Cash and cash equivalents at beginning of financial year

 

114,933

 

-

Cash and cash equivalents at end of financial year

 

880,445

 

114,933

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTHS ENDED 30 JUNE 2021

 

Ordinary Share capital

Share Premium

Share Based Payment Reserves

 

Retained earnings

 

Total equity

 

£

£

£

£

£

On Incorporation

 

 

 

 

 

Loss for the period

-

-

-

(7,624)

(7,624)

Total comprehensive loss for the period

-

-

-

(7,624)

(7,624)

Transactions with owners

 

 

 

 

 

Ordinary Shares issued on incorporation (17 August 2020)

50,000

-

-

-

50,000

Issue of ordinary shares (20 November 2020)

74,000

-

-

-

74,000

Total transactions with owners

124,000

-

-

(7,624)

116,376

Balance as at 31 December 2020

124,000

-

-

(7,624)

116,376

 

 

 

 

 

 

At 1 Jan 2021

 

 

 

 

 

Loss for the Period

-

-

-

(301,232)

(301,232)

Total comprehensive loss for the period

-

-

-

(301,232)

(301,232)

Transactions with owners

 

 

 

 

 

Ordinary shares issued (22 March 2021)

200,000

800,000

-

-

1,000,000

Director warrants issued (22 March 2021)

-

-

6,833

-

6,833

Broker seed warrants issued (22 March 2021)

-

-

60,002

-

60,002

Broker placing warrants issued (22 March 2021)

-

-

8,076

-

8,076

Broker warrants exercised (19th April 2021)

15,000

-

-

-

15,000

Share issue costs

-

(25,700)

-

-

(25,700)

Total transactions with owners

215,000

774,300

74,911

(301,232)

762,979

As at 30 June 2021

339,000

774,300

74,911

(308,856)

879,355

 

 

 

 

 

 

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE 6 MONTHS ENDED 30 JUNE 2021

1              General Information

The Company was incorporated on 17 August 2020 as a public company in England and Wales with company number 12819145 under the Companies Act.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is to pursue opportunities to acquire biotechnology businesses that are focused on early stage opportunities in the medical biotechnology sector to include (but not limited to):

·      Drug and vaccine development;

·      Diagnostics;

·      Immuno-therapy; and

·      Cell and gene therapies.

The Company listed on the London Stock Exchange ("LSE") on 22 March 2021.

2              Accounting Polices

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

3              Basis of preparation

The Condensed Interim Financial Statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies Act 2006 applicable to companies reporting under IFRS. The Condensed Interim Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Statements." The Condensed Interim Financial Statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the Company.

The Interim Financial Statements for the period ended 30 June 2021 are unaudited.

The Interim Financial Statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The Interim Financial Statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The Interim Financial Statements are presented in £ unless otherwise stated, which is the Company's functional and presentational currency.

Comparative figures represent the period from incorporation to 31 December 2021, and so are not directly comparable.

Going concern

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the company has the adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its interim financial statements.

Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company's  historic financial information for the year period ended 31 December 2020, as included in the Prospectus dated 27 April 2021, except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

Standards and interpretations adopted in the period

There were no new standards or interpretations adopted by the Company in the period.

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

 

Standard  

Impact on initial application

Effective date

IFRS 3

Reference to Conceptual Framework

1 January 2022

IAS 37

Onerous contracts

1 January 2022

IAS 16

Proceeds before intended use

1 January 2022

Annual improvements

2018-2020 Cycle

1 January 2022

IFRS 17

Insurance contracts

1 January 2023

IAS 8

Accounting estimates

1 January 2023

IAS 1

Classification of Liabilities as Current or Non-Current.

1 January 2023

 

4              Critical accounting estimates and judgments

In preparing the Condensed Interim Financial Statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

5              Employees and Directors' Remuneration

There were no employees of the Company in the period under review, other than the four directors.

Directors remuneration for the period was as follows:

 

 

Cash based remuneration  30 June

 2021

£

Share based remuneration  30 June

 2021

£

Total remuneration 30 June

 2021

£

Stephen West

Glenn Whiddon

Mark Rollins

Michael Stein

 

16,613

24,941

41,554

 

6              Operating Loss

Operating loss from continued operations:

 

 

 

 

30 June

 2021

£

31 Dec

 2020

£

Costs associated with the IPO

Director fees

Consulting and professional fees

Other expenditure

 

 

 

 

7              Income Tax

 

 

 

30 June

 2021

£

31 Dec

 2020

£

Current tax

Deferred tax

Income tax expense

 

-

-

 

Income tax can be reconciled to the loss in the statement of comprehensive income as follows:

 

 

 

 

Period ended 30 Jun

 2021

£

Period ended 31 Dec

 2020

£

Loss before taxation

 

(301,232)

(7,264)

Tax at the UK corporation tax rate of 19%

 

(57,234)

(1,449)

Tax losses on which no deferred tax asset has been recognised

 

57,234

1,449

 

 

-

-

 

8              Earnings per Ordinary Share

 

 

Period Ended 30 Jun 2021

(unaudited)  

Period Ended 31 Dec 2020

(unaudited)   

Loss for the year from continuing operations - £

 

(301,232)

(7,264)

Weighted number of ordinary shares in issue 

 

16,832,177

9,160,369

Basic earnings per share from continuing operations - pence

 

(1.79)

(0.08)

9              Trade and other receivables

 

30 June 2021
£

31 Dec 2020
£

Prepayments

6,607

-

VAT receivable

6,634

1,433

 

13,241

1,433

10           Trade and other payables

 

 

30 June 2021
£

31 Dec 2020
£

Trade creditors

5,259

-

Accruals

3,323

-

Other payables

5,750

-

 

14,331

-

 

11           Share Capital

 

Ordinary Shares

Share       Capital

Share Premium

Total

 

#

£

£

£

Issue of ordinary shares on incorporation1

5,000,000

50,000

-

50,000

Issue of ordinary shares 2

7,400,000

74,000

-

74,000

Issue of ordinary shares 3

20,000,000

200,000

800,000

1,000,000

Exercise of broker warrants 4

1,500,000

15,000

-

15,000

Share issue costs

-

-

(25,700)

(25,700)

At 30 June 2021

33,900,000

339,000

774,300

1,113,300

 

1 On incorporation on 17 August 2020, the Company issued 5,000,000 ordinary shares of £0.01 at their nominal value of £0.01.

2 On 20 November 2020, the Company issued 7,400,000 ordinary shares at their nominal value of £0.01.

3 On admission to the Standard List of the LSE on 22 March 2021, 20,000,000 shares were issued at a placing price of £0.05.

4 On 19 April 2021 1,500,000 brokers warrants were exercised at the exercise price if £0.01 resulting in the issue of 1,500,000 ordinary shares. 

12           Share Based Payment Reserves

 

Total

£

Total

£

Directors Warrants Issued 1

6,833

-

Broker seed warrants Issued 2

60,002

-

Broker placing warrants Issued 3

8,076

-

At 30 June 2021

74,911

-

 

1 On admission to LSE on 22 March 2021 750,000 directors' warrants were issued that entitle the warrant holder to subscribe for one Ordinary Share at £0.05 per ordinary share and a further 750,000 directors warrants were issued that entitle the warrant holder to subscribe for one ordinary share at £0.10 per ordinary share.

2 On admission to LSE on 22 March 2021 1,500,000 brokers warrants were issued that entitle the warrant holder to subscribe for one Ordinary Share at £0.01 per ordinary share.

3 On admission to LSE on 22 March 2021, 480,000 Broker Placing Warrants were issued that entitle the warrant holder to subscribe for one ordinary share at the placing price of £0.05 per ordinary share.

The fair value of the services received in return for the share options granted are measured by reference to the fair value of the share options granted. The estimate of the fair value of the share options granted is measured based on the Black-Scholes valuations model. Measurement inputs and assumptions are as follows:

 

Director Warrants - £0.05

Director Warrants - £0.10

Broker Seed Warrants

Broker Placing Warrants

Weighted average share price

£0.05

£0.05

£0.05

£0.05

Exercise price

£0.05

£0.10

£0.01

£0.50

Weighted average contractual life (years)

5.00

5.00

0.08

3.00

Expected volatility

50%

50%

50%

50%

Expected dividend growth rate

Nil

Nil

Nil

Nil

Risk-free interest rate

0.15%

0.15%

0.15%

0.15%

 

Warrants

 

Number of Warrants

Exercise Price

Expiry date

On incorporation

Issued on 25 November 2020 1

Issued on 25 November 2020 1

Issued on 17 March 2021

Issued on 17 March 2021

Issued on 17 March 2021 1

Issued on 17 March 2021 1

Issued on 17 March 2021

Exercised on 19 April 2021

At 30 June 2021

 

1 The warrants vest on 21 March 2022, being 12 months from date of admission.

The weighted average time to expiry of the warrants as at 30 June 2021 is 3.43 years.

13           Related Party Transactions

On incorporation, the Company issued 2,500,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share for cash consideration of £25,000 to Stephen West, a Director and 2,500,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share for cash consideration of £25,000 to Glenn Whiddon, a Director.

On 20 November 2020, the Company issued 500,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share for cash consideration of £5,000 to Cresthaven Investments Pty Ltd ATF The Bellini Trust (an entity associated with Stephen West, a Director), 3,500,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share for cash consideration of £35,000 to 6466 Investments Pty Ltd (an entity associated with Glenn Whiddon, a Director) and 3,000,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share for cash consideration of £30,000 to Mark Rollins, a Director.

All of these shares are paid up.

14           Post Balance Sheet Events

On 18 August 2021, the Company raised £150,000 before expenses through the issue of 3,000,000 new ordinary shares to certain strategic investors at a price of £0.05 per ordinary share. As part of the placing, the Company also issued 1,500,000 warrants to subscribe for new ordinary shares at a price of £0.10 per share, expiring on 22 March 2023.

On 29 September 2021, the Company entered into a non-binding term sheet with Provelmare Holding S.A. ("Provelmare") pursuant to which the Company will acquire 100% of the total issued equity in Lyramid Limited ("Lyramid") for an initial consideration of £1 million payable 50% in cash and 50% in shares.

Other than the above, there has been no significant change in either the financial performance or the financial position of the Company since 30 June 2021.

15           Ultimate Controlling Party

As at 30 June 2021, there was no ultimate controlling party of the Company.

16           Nature of the Interim Financial Statements

The Company Financial Information presented above does not constitute statutory accounts for the period under review.

17           Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of Directors on 29 October 2021.

 

 

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