TIDMFIRE
26 February 2021
IamFire plc
AQSE: FIRE
("IamFire" or the "company")
Audited Final Results to 30 April 2020
Further to the announcement of February 2021,the Company is pleased to announce
its audited results to 30 April 2020.
There are no changes to the CEO Stragegic Review, and save for a minor
adjustment to the Statement of Cash Flows, there are no changes to the audited
financial results since the announcement of the unaudted preliminary results of
17 February 2021, quoted below.
The Audited results will be uploaded to the company's website shortly at,
https://iamfireplc.com
Chief Executive Officer's statement and Group Strategic Report
Strategic Report
for the year ended 30 April 2020
REVIEW OF BUSINESS
The key themes for IamFire plc for the year ended 30th April 2020 have been
restoration and review, with the investments that were held being disposed of
as part of this restoration. I am pleased to report that since leading the
restructure and recapitalisation of what was "Karoo Energy plc" in October 2019
that IamFire plc is restored and recharged with investments that position the
company and our shareholders in major investment thesis.
The consistent message that I have made to both shareholders and the broader
market is that IamFire plc will operate as a lean, aggressive and efficient
investment vehicle that will not entertain capital finance unless the Board and
I have reviewed a comprehensive strategy that enables the company to create
value for the company and our shareholders.
In March 2019, the predecessor company, Karoo Energy plc notified the market
that the company had not been successful in graduating to the LSE: AIM market.
The company had in the process of seeking admission assumed trade creditors
totalling £295,857. Karoo Energy plc, appointed a insolvency practitioner in
mid-2019 to structure and enter an informal creditors voluntary agreement
(CVA). The company received acceptance from those participating creditors in
September 2019. The terms of the CVA saw the participating creditors receive
10% of the sums due upon execution of the CVA and a further 35% of the sums
due in the event that the company successfully raised £2,000,000 (in aggregate)
by way of equity and/or debt over the period of 18 months following the date of
the implementation of the settlement arrangements entered in September 2019.
For the year ending 30th April 2020, the company was in advanced review of a
number of value accretive investment opportunities. The company did not
materially invest capital nor acquire investment positions via non-cash
consideration.
The Board and I focused instead on creating critical internal protocols that
would influence our review and identification processes when considering
investment opportunities.
This internal review resulted in the formation of two investment divisions and
principles that the company will rely on moving forward when analysing
investment proposals.
1. High Growth Investment Division (HG)
The HG division focuses on companies that have reached a critical point of
growth and need to access specialised capital investment, public market exits
or trade sales. IamFire plc will look to opportunities globally where companies
have robust balance sheets, strong growth profile's and management teams that
require no disruption.
2. Asset Augmentation Investment Division (AA)
The AA division has been designed to look at distressed asset situations that
IamFire plc can seek to augment through a broad-restructure, recapitalisation
and through the injection of Management & Directors.
The formation of these divisions and principles represent the foundations for
which we ultimately finalise our investment categorisation and decisions.
POST YEAR REVIEW
On 25 June 2020 the company successfully completed an equity finance to raise
gross proceeds before expenses of, £500,000. The financing was supported by
existing shareholders, Ultra High Net Worth's, Family Offices & Institutional
Investors. The collective support including that of the Directors was a
brilliant sign of the reception received in conjunction with the turnaround
that began in October 2019. The placing was conducted at a price of, 2.5p (£
0.025) resulting in the issue of 20,000,000 shares. The placing shares included
attaching investor warrants on a 2 for 1 basis and a replacement provision. The
placee's in aggregate received 40,000,000 warrants with a strike price of 10p
and a life to expiry of 3-years from the admission of the placing shares. In
the event the subscriber elects to exercise their warrants in full on or prior
to expiry, the subscriber shall be granted replacement warrants on 1 for 1
basis with a strike price of 15p and a life to expiry of 3-years from grant of
the replacement warrant. In the event all 40,000,000 warrants at 10p were to be
exercised on or prior to expiry, the company would issue a further 40,000,000
warrants with a strike price of 15p and a life to expiry of 3 years.
In a step to complement the existing Board, Mr Marc T Bamber was appointed as
Non-Executive Chairman of IamFire plc on 1st July 2020. Marc is a highly
experienced global corporate financier with over 20-years' experience in the
Hedge Fund Sector, Capital Markets, Private & Institutional Investments;
Investor Communication & Marketing. Marc was a core member of the multiple
award winning RAB Special Situations Fund that delivered net returns of 50x to
investors with circa.US$2.8Bn in Assets Under Management (AUM).
The Directors of the Company accept responsibility for the content of this
announcement.
ENQUIRIES:
Company
IamFire plc
Burns Singh Tennent-Bhohi (Director)
Telephone:020 3778 0755
Corporate Adviser
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Telephone: 020 7220 9795
Statement of Profit or Loss
for the year ended 30 April 2020
2020 2019
as restated
£ £
CONTINUING OPERATIONS
Revenue - -
Other income 254,913 30,311
Administrative (138,205) (671,487)
expenses
OPERATING PROFIT/(LOSS) 116,708 (641,176)
Finance costs - (7,000)
Finance income 8 10
PROFIT/(LOSS) BEFORE INCOME TAX 116,716 (648,166)
Income tax - -
PROFIT/(LOSS) FOR THE YEAR 116,716 (648,166)
Earnings per share expressed
in pence per share:
Basic 1.62 -31.66
Diluted 1.62 -31.66
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 April 2020
2020 2019
as restated
£ £
PROFIT/(LOSS) FOR THE YEAR 116,716 (648,166)
OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
116,716 (648,166)
Statement of Financial Position
30 April 2020
2020 2019
as restated
£ £
ASSETS
CURRENT ASSETS
Trade and other receivables 29,852 19,645
Cash and cash equivalents 1,079 1,234
30,931 20,879
TOTAL ASSETS 30,931 20,879
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 526,733 511,837
Share premium 2,344,890 2,231,786
Retained earnings (3,061,096) (3,177,812)
TOTAL EQUITY (189,473) (434,189)
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 220,404 455,068
TOTAL LIABILITIES 220,404 455,068
TOTAL EQUITY AND LIABILITIES 30,931 20,879
Statement of Changes in Equity
for the year ended 30 April 2020
Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 May 2018 511,837 (2,529,646) 2,231,786 213,977
Changes in equity
Loss for the year - (648,166) - (648,166)
Total comprehensive income - (648,166) - (648,166)
Balance at 30 April 2019 511,837 (3,177,812) 2,231,786 (434,189)
Balance at 1 May 2019 as 511,837 (3,087,450) 2,231,786 (343,827)
previously stated
Prior year adjustment (note 9) - (90,362) - (90,362)
Balance at 1 May 2019 as 511,837 (3,177,812) 2,231,786 (434,189)
restated
Profit for the year - 116,716 - 116,716
Total comprehensive income - 116,716 - 116,716
Issue of share capital 14,896 - 113,104 128,000
Balance at 30 April 2020 526,733 (3,061,096) 2,344,890 (189,473)
Statement of Cash Flows
for the year ended 30 April 2020
2,020 2,019
as restated
£ £
Cash flows from operating activities
Cash used in operations (131,322) (110,860)
Interest paid - (7,000)
Net cash used in operating activities (131,322) (117,860)
Cash flows from investing activities
Interest received 8 10
Net cash from investing activities 8 10
Cash flows from financing activities
Amount introduced by directors 3,159 77,665
Share issue 128,000 -
Net cash from financing activities 131,159 77,665
Decrease in cash and cash equivalents (155) (40,185)
Cash and cash equivalents at beginning 1,234 41,419
of year
Cash and cash equivalents at end of 1,079 1,234
year
END
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