Company Announcements

Half-year Report

Source: RNS
RNS Number : 1390Y
Primorus Investments PLC
29 July 2024
 

Primorus Investments plc

 

("Primorus" or the "Company")

 

Interim Results for the six months ended 30 June 2024

 

Primorus Investments plc (AIM: PRIM) is pleased to announce its unaudited interim results for the six months ended 30 June 2024.

 

Overview

The last six months continued to have an unstable investment environment within the UK and global economies. This has depressed market valuations of UK small cap market participants.  With greater uncertainties, investors are more cautious which has had a negative effect on the asset valuations for some of Primorus' investments.  Despite this, we remain confident in the longer-term prospects of the investments.

 

Autodesk Inc. completed the acquisition of Payapps Limited ("Payapps")(the "Acquisition"), an investee company of Primorus. Primorus received cash proceeds of approximately USD$6.1m (approximately £4.8m) as part of the Acquisition.

 

Following the realisation of Primorus' investment in Payapps, the Company was pleased to declare a special dividend of 1.5 pence per ordinary share, amounting to a distribution of proceeds to shareholders of approximately £2.1 million, in aggregate.

 

Alteration Earth PLC ("ALTE"), a special purpose acquisition company in which Primorus holds 5,000,000 ordinary shares representing approximately 28% of the issued share capital, announced that it has entered into non-binding heads of terms to acquire PRIOR1TY AI PLC.

 

Primorus has actively looked to increase its investment in Fresho PTY LTD ("Fresho") and acquired 829,808 additional shares during the period, taking its holding to 4,245,531 shares in Fresho representing approximately 4.32% of Fresho's issued share capital on a fully diluted basis.

 

The Company was excited to have the opportunity to purchase 250,000 ordinary shares in Virtualstock Holdings Limited representing approximately 1.7% of the issued share capital on a fully diluted basis.

 

In addition to the above investments, Primorus has placed surplus cash of £2.1m into the Goldman Sachs Sterling Liquid Reserves Fund.  These funds are available on demand and included in current asset investments in the balance sheet.

 

Engage Technology Partners Ltd ("Engage") recently completed a significant restructuring. This has resulted in a significant dilution to the Company's holding from 4.49% to 1.97%.

 

Financial Results

The operating profit for the six months to 30 June 2024 was £2,764,000 (30 June 2023: £512,000 loss). The net profit after tax was £2,764,000 (30 June 2023: £512,000 loss).

 

Total assets, including cash, at 30 June 2024 amounted to £5.98 million (30 June 2023: £7.21 million).

 

Outlook

The Board is optimistic that clarity of elections in the UK and further afield should give more stability to the investment world. This combined with the potential for lower interest rates and increased economic growth will lead to significant opportunities for the Company going forward. The Board is continually seeking new investment opportunities whilst also monitoring its existing investments to determine when it is appropriate to materialise them.

 

We look forward to updating shareholders as and when our existing investments mature, and new investments present themselves.

 

The Directors would like to take this opportunity to thank our shareholders and consultants for their continued support.

 



 

 

 

Rupert Labrum Chairman

29 July 2024

 

 

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

Caution regarding forward looking statements

 

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

 

 

For further information please contact:

 

Primorus Investments plc

Matthew Beardmore, Chief Executive Officer

 

+44 (0)20 8154 7907

 

Nominated Adviser

Cairn Financial Advisers LLP

James Caithie / Sandy Jamieson

 

+44 (0) 20 7213 0880

 

 

 



 

Unaudited Condensed Company Statement of Comprehensive Income

for the six months ended 30 June 2024

 

6 months to

6 months to

Year to



30 June

2024

30 June

2023

31 December

2023


Unaudited

Unaudited

Unaudited


Notes

£'000

£'000

£'000

Continuing operations





Revenue





Investment income


Realised gain/(loss) on disposal of financial investments


3,206

(538)

(684)

Unrealised (loss)/gain on market value movement of financial investments


(42)

Total gains/(losses) on financial investments


3,181

(184)

(155)





Operating costs


(417)

(328)

(504)

Impairment of financial investments


-

-

(1,690)

Profit/(Loss) before tax


2,764

(512)

(2,349)

Taxation


-

-

Profit/(Loss) for the period attributable to equity shareholders of the company


2,764

(512)

(2,349)

 

Other comprehensive income


-

-

-

Total Comprehensive Income for the year attributable to equity shareholders of the company


 

2,764

(512)

 

(2,349)

 

Profit/(Loss) per share:





Basic profit/(loss) per share (pence)

3

1.977

(0.366)

(1.680)

Diluted profit/(loss) per share (pence)

3

1.977

(0.366)

(1.680)

 



 

Unaudited Condensed Company Statement of Financial Position

as at 30 June 2024

 


30 June

2024

30 June

2023

31 December

2023


Unaudited

Unaudited

Audited

Note s

£'000

£'000

£'000

ASSETS




Non-current assets




Financial investments

2,941

5,279

2,052


2,941

5,279

2,052

 

Current assets




Investments

2,925

1,843

2,502

Trade and other receivables

15

49

12

Cash and cash equivalents

95

775


3,035

1,927

3,289

Total assets

5,976

7,206

5,341

 

EQUITY




Equity attributable to equity holders of the parent




Share capital

280

280

280

Retained earnings

5,584

4,917

Total equity

5,864

7,034

5,197

LIABILITIES




Current liabilities




Trade and other payables

112

172

144

Corporation tax

-

-

-

Total liabilities

112

172

144

Total equity and liabilities

5,976

7,206

5,341


Unaudited Condensed Company Statement of Changes in Equity

for the six months ended 30 June 2024

 


 

Share capital

 

Share premium

 

Retained earnings

Total attributable to owners of parent

Unaudited

£'000

£'000

£'000

£'000

 

 

 

 

 

Balance at 31 December 2022

 

280

 

-

 

7,266

 

7,546

 

Loss for the period

 

-

 

-

 

(2,349)

 

(2,349)

Total comprehensive income for the

period

 

-

 

-

 

(2,349)

 

(2,349)

Balance at 31 December 2023

280

 

4,917

5,197

 

Profit for the period

 

-

 

-

 

2,764

 

2,764

 

Total comprehensive income for the period

 

-

 

-

 

2,764

 

2,764

 

Dividend paid during the period

 

-

 

-

 

(2,097)

 

(2,097)

Balance at 30 June 2024

280

-

5,584

5,864

 

 

                                            



 

Unaudited Condensed Company Statement of Cash Flows

for the six months ended 30 June 2024

 

 

6 months to

6 months to

Year to


30 Jun 24

30 Jun 23

31 Dec 23


Unaudited

Unaudited

Audited


£'000

£'000

£'000

Cash flows from operating activities




Operating profit/(loss) before tax

2,764

(512)

(2,349)

Adjustments for:




(Profit)/Loss on disposal of financial investments

(3,206)

538

684

Fair value movement on financial investments

42

(314)

(465)

Impairment provision on unlisted investments

-

-

1,690

Decrease/(increase) in trade and other receivables

(3)

(15)

22

(Decrease)/Increase in trade and other payables

(32)

62

34

Foreign exchange loss

58

166

133

Interest income on investments

-

(40)

(64)

 

(377)

(115)

(315)

Income taxes paid

-

-

-

Net cash used in operating activities

(377)

(115)

(315)

Cash flows from investing activities




Proceeds from sale of financial investments

4,789

36

1,051

Purchase of financial investments

(2,995)

-

(75)

Net cash from/(used in) investing activities

1,794

36

(976)

 




Dividends

(2,097)

-

-

Cash flow from financing activities

(2,097)

-

-

 




Net change in cash and cash equivalents

(680)

(79)

661

 

Cash and cash equivalents at beginning of period

 

775

 

114

 

114

Cash and cash equivalents at end of period

95

35

775

 



 

Notes to the condensed unaudited interim financial statements

 

1.         General Information

 

The condensed interim financial information for the 6 months to 30 June 2024 does not constitute statutory accounts for the purposes of Section 434 of the Companies Act 2006 and has not been audited or reviewed. No statutory accounts for the period have been delivered to the Registrar of Companies.

 

The condensed interim financial information in respect of the year ended 31 December 2023 has been produced using extracts from the statutory accounts for that period. Consequently, this does not constitute the statutory information (as defined in section 434 of the Companies Act 2006) for the year ended 31 December 2023, which was audited. The statutory accounts for this period have been filed with the Registrar of Companies. The auditors' report was unqualified and did not contain a statement    under Sections 498 (2) or 498 (3) of the Companies Act 2006.

 

The auditor's report was approved by the Directors on 31 May 2024 and is available on the Company's website at www.primorusinvestments.com.

 

2.         Basis of preparation and accounting

 

The financial information has been prepared on the historical cost basis. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement. This statement also includes a summary of the Company's financial position and its cash flows.

 

The financial statements have been prepared in accordance with the Companies Act 2006 and UK-adopted international accounting standards (UK-adopted IAS) and related interpretations.  As permitted, this does not include IAS 34 "Interim Financial Reporting".  This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31 December 2023.  As these interim financial statements do not include all of the information or disclosures required in the annual financial statements they should be read in conjunction with the Company's 2023 annual financial statements.

 

3.         Earnings per share

 

Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the period. The weighted average number of equity shares in issue was 139,830,968. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would     decrease earnings per share or increase the loss per share.

 


6 months to

6 months to

Year ended


30 June

2024

30 June

2023

31 December

2023


(Unaudited)

(Unaudited)

(Audited)



 



£'000

£'000

£'000

Net profit/(loss) attributable to equity holders of

  the company

2,764

(512)

(2,349)

Weighted average number of shares

139,830,968

139,830,968

139,830,968

Weighted average number of diluted shares

139,830,968

139,830,968

139,830,968

Basic profit/(loss) per share (pence)

1.977

(0.366)

(1.680)

Diluted profit/(loss) per share (pence)

1.977

(0.366)

(1.680)

 



 

4.         Events after the reporting date

 

There are no events after the end of the reporting date to disclose that have not already been the subject of an announcement by the Company.

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