TIDMBIDS
RNS Number : 0697V
Bidstack Group PLC
04 April 2019
Bidstack Group Plc / Epic: BIDS.L / Index: AIM
RNS ANNOUNCEMENT: The information communicated in this
announcement contains inside information for the purposes of
Article 7 of Regulation 596/2014.
Embargoed 4 April 2019
Bidstack Group Plc ("Bidstack", or "the Company")
Final Results for Year Ended 31 December 2018
Bidstack Group plc (AIM: BIDS.L), the native in-game advertising
group, is pleased to announce its final audited results for the
year ended 31 December 2018. The Annual Report and Accounts for the
year ended 31 December 2018 will be published on the Company's
website - www.bidstackgroup.com today and copies will also be
posted today to those shareholders who have opted to receive
physical copies.
2018 was a transformational year for the Company and, in
September 2018, saw the Company acquire Bidstack Limited by way of
a reverse takeover ("RTO"), raise GBP3.5m in an over-subscribed
placing, and appoint each of James Draper, founder and CEO of
Bidstack Limited, Francesco Petruzzelli, founder and CTO of
Bidstack Limited, and John McIntosh as CEO, CTO and FD of the
Company, respectively.
Highlights
-- Acquisition of Bidstack Limited completed on 19 September
2018 for a consideration of GBP6.8 million, satisfied by the issue
of 112,964,011 shares at 6 pence per share;
-- Placing of 58,333,340 shares at 6 pence per share to raise
GBP3.5m for the Company also completed on 19 September 2018;
-- Revenue GBP316,906 (2017: GBP10,034);
-- Operating Loss before Acquisition related costs (GBP1,187,291) (2017: (GBP494,307)); and
-- Cash as at 31 December 2018 of GBP2.1m (2017: GBP1,661).
Operational Highlights
-- IPO proceeds used to strengthen sales and technical development teams;
-- Exclusive dynamic digital advertising contracts now signed
with nine games including FM18, FM19 and DiRT Rally 2;
-- Bidstack's platform is live in both FM18 and FM19 with
approximately 1m impressions per day in Asia alone in December
2018; and
-- Platform is live on an end-to-end programmatic basis with
PubMatic, operator of a major Supply Side Platform;
Post Year End Highlights
-- First full integration with a demand side platform ("DSP"),
Avocet, enabling the purchase of advertising inventory on a
programmatic basis;
-- Second DSP agreement signed with Platform161 expanding the
breadth of Bidstack's demand side platform; and
-- Creation of our Advisory Committee to harness talents of
select group of high-profile executives from video games and
digital advertising industries. The first two appointments being
Pete Beeney (Spotify) and Joel Livesey (The Trade Desk).
Donald Stewart, Chairman, said "I would like to welcome our new
shareholders and to thank them for their support.
The team has made great progress in the development of the
Bidstack platform since completion of the RTO.
These advances coupled with the high levels of interest in
Bidstack's business model we are experiencing from games
publishers, developers and other leading technology businesses all
support the Directors' belief that we have a significant first
mover advantage in the provision of dynamic native in-game
advertising and that the business will generate highly significant
amounts of advertising traffic.
"In order to exploit this substantial opportunity, in the short
term the Board intends to prioritise investment in technical
developments which will place Bidstack in the best possible
position to operate at significantly increased scale.
"We believe this strategy will result in the business being well
placed to meet market expectations for 2019 and will facilitate
extensive growth in 2020. As a fast-growing business, we expect
that revenues in 2019 will be significantly second half weighted
with perhaps a more marked split than previously anticipated."
James Draper, Chief Executive, said "The video gaming industry
is experiencing remarkable growth. Recent announcements of
streaming services will see the industry evolve even further now
that tech giants like Google and Apple are investing heavily in
this area. Streaming will allow gamers to access high resolution
games without having to own a console or high spec PC, attracting
an ever greater audience.
"Streaming, virtual and augmented reality services - as well as
the evolving business models towards subscriptions and free to
play, make our net-new revenue offering enticing to game publishers
and developers. Crucially, every game publisher we have spoken to
welcomes our proposition.
"We believe our business model is a win-win for developers,
publishers and advertisers and will position Bidstack well to make
the most of its first mover advantage in the provision of dynamic
native in-game advertising.
"Bidstack's strategic challenge is about speed and execution.
Our technology continues to be developed by our highly skilled team
in the UK and Riga. We are ensuring that the Company has the
resources, connections and personnel required to maximise the
considerable opportunity we find ourselves presented with.
"I believe our business is very well positioned to exploit this
growth opportunity and build a highly scalable native in-game
advertising business that can carve out a significant position
within the video game advertising world."
Bidstack's Annual Report and Accounts contains a notice
convening its Annual General Meeting to be held at Plexal, 14 East
Bay Lane, The Press Centre, Here East, Queen Elizabeth Olympic
Park, Stratford, London on 29 April 2019 at 11:00 a.m.
-Ends-
Contacts
Bidstack Group PLC
James Draper, CEO +44 (0) 7850 341 885
SPARK Advisory Partners Limited
Mark Brady/Neil Baldwin/James Keeshan +44 (0) 203 368 3550
Peterhouse Capital Limited
Eran Zucker/Lucy Williams/Duncan Vasey +44 (0) 20 7409 0930
Alma PR
Josh Royston/ Sam Modlin +44 (0) 203 405 0205
Chairman's statement
Introduction
2018 was a transformational year for the Company and, in
September 2018, saw the Company acquire Bidstack Limited by way of
a reverse takeover ("RTO"), raise GBP3.5m in an over-subscribed
placing, and appoint James Draper, founder and CEO of Bidstack
Limited, Francesco Petruzzelli, founder and CTO of Bidstack
Limited, and John McIntosh as CEO, CTO and FD of the Company,
respectively.
Information about Bidstack
Bidstack's software facilitates the insertion of adverts into
natural advertising space (e.g. billboards) in video games. The
advertising is dynamic, targeted and automated, and works globally
across multiple platforms (PC, mobile and console). The key benefit
of native in-game advertising over non-native variants (e.g. video
rolls and banner ads) is that it appears authentic and "natural" to
the environment and does not impact the gamer's experience and
cannot be excluded with ad-blocking software.
Advertisers can target the users they want to reach based on
age, gender and location and the software is able to display
different advertisements to different users playing the same game
so that adverts can be delivered to the players most relevant to a
particular brand. Bidstack is able to provide detailed campaign
analytics to advertisers and gaming data to publishers.
Bidstack's customers are games publishers and developers (on the
supply side), and advertising agencies, brands and programmatic
advertising platforms (on the demand side). Bidstack's model is to
secure exclusive access to the native in-game advertising space
within video games from the game developers or publishers and then
to sell that advertising space either direct to specific brands or
through programmatic advertising platforms. Bidstack receives
advertising revenues from advertising agencies and brands and pays
an agreed share to the relevant video game publishers or
developers.
I would refer you to the Chief Executive's report for further
information about developments in the business since the RTO.
Financial Summary
The comparative numbers in these accounts cover the 12 month
period to 31 December 2018 for each of Kin Group plc and Bidstack
Limited prior to the reverse acquisition. The comparative numbers
therefore compare Kin Group plc as a cash shell and Bidstack
Limited as an early stage business. The enlarged Group's operations
began in September 2018 with the completion of the RTO when the
measurement of consolidated revenues by the renamed Bidstack Group
Plc also started. The unaudited comparison is as follows:
2018 2017
Twelve months ended 31 December GBP000
GBP000
Sales 317 10
Gross profit 76 (92)
Total overheads 1,263 403
Adjusted loss before tax* (1,187) (494)
*Before Acquisition related costs consisting of Transaction
costs (GBP0.7 million) and Share based payment on reverse
acquisition (GBP1.4 million).
We believe the above comparison is a more meaningful comparison
than the audited figures of the day-to-day business, after
accounting for the RTO, given the acquisition of Bidstack in
September 2018 for approximately GBP6.8 million, which was
satisfied by the issue of new shares in the Company to the vendors
at 6p per share. At the same time, the Company raised GBP3.5
million through an over-subscribed placing to provide working
capital.
It is worth noting that sales and the adjusted loss before tax
in 2018 were in line with our projections. Net Group cash at 31
December 2018 was just over GBP2.1m, also in line with our
projections. Cash management remains a key focus within the
business. We expect to continue to be cash negative in the second
half of 2019 as our strategic focus remains on the continued
development of our software platform alongside our product
offering.
Outlook and Prospects
We are tremendously excited about Bidstack's future.
The team has made great progress in the development of the
Bidstack platform since completion of the RTO. This includes
significant improvements in connectivity, monitoring and interfaces
and the creation of dashboards to improve user experience. In
addition, Bidstack's platform is now open to programmatic direct
purchasing.
These advances coupled with the high levels of interest in
Bidstack's business model we are experiencing from games
publishers, developers and other leading technology businesses all
support the Directors' belief that we have a significant first
mover advantage in the provision of dynamic native in-game
advertising and that the business will generate highly significant
amounts of advertising traffic.
In order to exploit this substantial opportunity, in the short
term the Board intends to prioritise investment in technical
developments which will place Bidstack in the best possible
position to operate at significantly increased scale.
We believe this strategy will result in the business being well
placed to meet market expectations for 2019 and will facilitate
extensive growth in 2020. As a fast-growing business, we expect
that revenues in 2019 will be significantly second half weighted
with perhaps a more marked split than previously anticipated.
Finally, I would like to take this opportunity to welcome our
new shareholders and to thank them for their support.
Donald Stewart
Chairman
3 April 2019
Chief Executive's Report
I am pleased to make this, my first, report as Chief Executive
of Bidstack Group Plc. I would like to start by thanking all my
other directors and staff at Bidstack for having achieved so much
both before and since the RTO. I would also like to thank our
shareholders and investors.
This is an exciting time for Bidstack. Our admission to trading
on AIM marked the beginning of a new chapter in our journey.
The Business Model
Bidstack has two sets of customers:
-- Advertisers on the demand side.
-- Video Games Developers and Publishers on the supply side.
Bidstack's technology enables advertisers to buy billboard space
that sits naturally within the virtual/video game environment,
programmatically.
Programmatic advertising enables Bidstack to sell our inventory
at scale by connecting into the advertising media's Demand-Side
Platforms (DSPs), that have made digital advertising so
frictionless and lucrative for app and website developers.
Advertisers can buy Bidstack's advertising inventory through
their selected trading platform (DSP). Advertising copy can be
tailored to the target demographic. For instance, two players can
be playing each other in the same match, one being a 20 year old
male in London, the other a 40 year old female in New York, and
each can be served a different advert.
The scale of this automated buying makes us advertising agency
friendly. We can enable agencies to be reactive and push campaigns
at scale, with results reporting being provided in real time
through their DSP trading platform of choice.
Bidstack's proprietary API and SDK technology integrates into
the video game engine, across multiple platforms, whether it be
mobile, PC or console.
Bidstack secures exclusive contracts with video games publishers
and developers to gain access to their native in-game advertising
opportunities, typically for three years, in return for a share of
the revenues received by Bidstack from advertisers. The revenue
share is agreed on a contract by contract basis with each
publisher.
The shift in the market towards a Spotify style model in the
gaming space (i.e. subscription streaming services) will result in
a significant increase in the adoption of high-fidelity gaming with
revenue models moving away from the legacy pay up-front concept. We
are finding developers are excited by Bidstack's net-new revenue
proposition in this new market paradigm.
Our ambition is to make Bidstack the leading global provider of
in-game programmatic advertising, across any gaming platform.
Progress since the RTO
I am pleased to report that we have made significant progress
since completion of the RTO.
Games
Bidstack hit a key milestone in late 2018 when it commenced
serving advertisements into Football Manager 2019 as well as
Football Manager 2018. More recently Bidstack has also commenced
serving advertisements into Soccer Manager 2019, a free online
soccer management game.
We also entered into an agreement with Codemasters to deliver
advertising into two of its racing games, the first of which, DiRT
Rally 2.0, was released in February 2019. This is the Group's first
major PlayStation title. The Group expects to commence serving
programmatic advertisements on PlayStation into DiRT Rally 2
towards the end of Q2 2019.
We are encouraged by the level of interest shown by game
developers and publishers in Bidstack's product, who see it as
non-intrusive and capable of generating additional revenues - this
is particularly pertinent with the ongoing trend to free to play
and 'available via subscription' games.
Programmatic Advertising
While Bidstack has for some time been able to place
advertisements in games in response to specific insertion orders,
in December 2018 its first end-to-end fully automated programmatic
system went live, in conjunction with Pubmatic, Inc., a publisher
focused sell-side platform ("SSP"). Pubmatic effectively acts as a
reseller allowing advertisers to access a wholesale type of media
purchase.
At the end of February 2019 Bidstack hit another milestone when
it went live with its first full integration with a demand side
platform ("DSP"), Avocet Systems Limited ("Avocet"). Following this
achievement Bidstack's advertising inventory can be made available
to buy programmatically on a DSP. A DSP allows buyers of digital
advertising space to buy advertising using multiple advertising
exchange and data exchange accounts through a single interface.
Being integrated with a DSP enables Bidstack to take bids direct
and control the pricing of its advertising space. Avocet and other
DSPs enable advertisers, either direct or via an agency, to target
advertising inventory that fits their campaign demographics, based
on age, gender, location etc. and allows the media buyer to trade
and optimise campaigns, with real-time reporting.
This is the first time inventory of this type has been available
on a DSP platform. It's a technical breakthrough not just for
Bidstack but for the entire advertising industry.
New appointments
In line with its business plan, the Group has made several new
appointments in its sales and development teams, and now has
sixteen employees, compared with nine at the time of the RTO. We
continue to recruit new people in line with the growth of the
business.
We are encouraged by the amount of interest in Bidstack which
has been shown by many well-respected figures in both the video
games and on-line advertising industries. To harness this
enthusiasm, we have established an advisory committee of selected
individuals with extensive experience in differing areas relevant
to our business, whose remit is to provide strategic input and
direction to the Board and to assist with introductions to key
counterparties.
The first two appointments are Pete Beeney of Spotify and Joel
Livesey of The Trade Desk.
Pete is Global Holding Company Lead at Spotify where he has
spent the last six years building and managing its global
partnership with WPP. He has broad experience in the print,
out-of-home and e-commerce industries. Joel Livesey is Director of
Partnerships for EMEA at The Trade Desk and oversees the
relationship with supply-side partners in the region, working with
local and global partners to develop innovative strategies for its
clients.
Industry Initiatives
Native in-game advertising is a new advertising genre.
Bidstack is working with the Internet Advertising Bureau
("IAB"), the trade group which sets technical standards and best
practices for the digital advertising industry, to create a
recognised advertising category for native in-game advertising.
Moritz Natalini, who was recently appointed as Head of Products at
Bidstack, is a former IAB board member. We are very pleased to be
sponsoring the IAB's upcoming Gaming Seminar event in November
2019.
We have also engaged with the Audit Bureau of Circulation
("ABC"), a leading industry-owned auditor for media products and
services, with specialist skills in digital ad trading, who we
believe will assist Bidstack with the independent verification of
our impression statistics - which is important to our advertising
customers.
Strategy
We are building out Bidstack to become the biggest media owner
in the video games market. What does that mean? In short - if you
wanted to advertise in a video game, you would come to us.
Our core differentiator is agreeing exclusive-to-Bidstack,
multi-year deals for the billboard space that sits naturally within
a video game environment and offering up that advertising space for
a programmatic purchase, based on the demographic profile of the
gamer. Targeted and non-intrusive, whilst respecting the artwork of
the game.
The video gaming industry is experiencing remarkable growth.
Recent announcements of streaming services will see the industry
evolve even further now that tech giants like Google and Apple are
investing heavily in this area. Streaming will allow gamers to
access high resolution games without having to own a console or
high spec PC.
Streaming, virtual and augmented reality services - as well as
the evolving business models towards subscriptions and free to play
- make our net-new revenue offering enticing to game publishers and
developers.
Crucially, every game publisher we have spoken to welcomes our
proposition.
We believe our business model is a win-win for developers,
publishers and advertisers and will position Bidstack well to make
the most of its first mover advantage in the provision of dynamic
native in-game advertising.
Bidstack's strategic challenge is about speed and execution.
What Bidstack is doing now has never been done before, giving us a
first mover advantage in the commercialisation of programmatic
native in-game advertising. Our technology continues to be
developed by our highly skilled team in the UK and Riga. We are
ensuring that the Company has the resources, connections and
personnel required to maximise the considerable opportunity we find
ourselves presented with.
In summary, I believe our business is very well positioned to
exploit this growth opportunity and build a highly scalable native
in-game advertising business that can carve out a significant
position within the video game advertising world.
I look forward to updating you on further developments in this
exciting journey we find ourselves on as they arise.
James Draper
Chief Executive
3 April 2019
Bidstack Group plc
Consolidated statement of comprehensive income
for the year ended 31 December 2018
Year ended Period ended
Note 31 December 31 December
2018 2017
GBP GBP
Revenue 316,906 10,034
Cost of sales (240,849) (101,699)
----------- ------------
Gross profit/(loss) 76,057 (91,665)
Administrative expenses (1,263,348) (402,642)
----------- ------------
Operating loss before acquisition
related costs (1,187,291) (494,307)
Transaction costs (713,744) -
Share based payment on reverse
acquisition 5 (1,411,478) -
----------- ------------
Operating (loss) (3,312,513) (494,307)
Finance income - 561
Finance costs (729) -
(Loss) before taxation (3,313,242) (493,746)
Taxation 50,517 27,976
----------- ------------
(Loss) for the year (3,262,725) (465,770)
Other comprehensive income
Total other comprehensive income - -
----------- ------------
Total comprehensive (loss) for
the year (3,262,725) (465,770)
=========== ============
Loss per share - basic and diluted
(pence) 4 (4.23) (3.40)
Bidstack Group plc
Consolidated statement of financial position
as at 31 December 2018
Note 31 December 31 December
2018 2017
ASSETS GBP GBP
Non-current assets
Intangible assets 5 43,842 1,562
Property, plant and equipment 15,752 1,362
------------ -----------
Total non-current assets 59,594 2,924
============ ===========
Current assets
Trade and other receivables 807,691 95,869
Cash and cash equivalents 2,106,557 1,661
------------ -----------
Total current assets 2,914,248 97,530
============ ===========
Total assets 2,973,842 100,454
============ ===========
EQUITY AND LIABILITIES
Equity
Share capital 5,286,429 137
Share premium account 18,000,247 669,674
Share-based payment reserve 6 258,060 17,435
Merger relief reserve 6,213,021 -
Reverse acquisition reserve (23,320,632) -
Capital redemption reserve - 23
Warrant reserve 71,480 -
Retained losses (3,974,445) (711,720)
------------ -----------
Total equity 2,534,160 (24,451)
============ ===========
Current liabilities
Trade and other payables 439,682 124,905
Total current liabilities 439,682 124,905
============ ===========
Total equity and liabilities 2,973,842 100,454
============ ===========
Bidstack Group plc
Consolidated statement of cash flows
for the year ended 31 December 2018
31 December 31 December
2018 2017
GBP GBP
Cash flows from operating activities
(Loss) before taxation (3,313,242) (493,746)
Adjustments for:
Amortisation 4,407 503
Depreciation 3,134 1,907
Share based payment on reverse acquisition 1,411,478 -
Equity settled share-based payments 282,007 11,849
Finance expense 729 -
(1,611,487) (479,487)
Changes in working capital
(Increase)/decrease in trade and other
receivables (602,523) 19,074
Increase/(decrease) in trade and other
payables 208,715 (133,365)
----------- -----------
Cash used in operations (2,005,295) (593,778)
Taxation received 27,623 27,976
Net cash used in operations (1,977,672) (565,802)
Cash flow from investing activities
Investment in intangible assets (46,687) (520)
Cash acquired with subsidiary 208,817 -
Investment in property, plant and equipment (17,524) -
----------- -----------
Net cash flow (used in) investing activities 144,606 (520)
Cash flow from financing activities
Loans from shareholders - 40,000
Proceeds from issue of share capital 4,245,988 499,014
Cost of issue (307,297) -
Interest paid (729) -
Net cash generated from financing activities 3,937,962 539,014
Increase/(decrease) in cash and cash
equivalents in the year 2,104,896 (27,308)
Cash and cash equivalents at beginning
of year 1,661 28,969
Cash and cash equivalents at the end of
the year 2,106,557 1,661
=========== ===========
Bidstack Group plc
Consolidated statement of changes in equity
for the year ended 31 December 2018
Share-based Merger Reverse Capital
Share Share payment relief acquisition redemption Warrant Subscription Retained Total
capital premium reserve reserve reserve reserve reserve reserve losses equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance as at
1 January
2017 118 170,679 5,586 - - 23 - 187,000 (245,950) 117,456
Issue of
shares 19 498,995 - - - - - (187,000) - 312,014
Share based
payments - - 11,849 - - - - - - 11,849
Loss and total
comprehensive
income for
the year - - - - - - - - (465,770) (465,770)
Balance as at
31 December
2017 137 669,674 17,435 - - 23 - - (711,720) (24,451)
Parent company
reflected
on reverse
acquisition 4,417,442 15,009,243 - - - - - - - 19,426,685
Issue of
Bidstack Ltd
shares prior
to
acquisition 19 445,968 - - - - - - - 445,987
Issue of
Bidstack Ltd
shares to
Bidstack
Group prior
to
acquisition 13 399,987 - - (400,000) - - - - -
Reverse
acquisition
adjustment (169) (1,515,629) (17,435) (16,142,791) (23) - - - (17,676,047)
Issue of
shares 291,667 3,208,334 - - - - - - - 3,500,001
Issue of
consideration
shares 564,820 - - 6,213,021 (6,777,841) - - - - -
Issue of
adviser
shares 12,500 137,500 - - - - - - - 150,000
Costs of
raising
equity - (307,297) - - - - - - - (307,297)
Share-based
payments - (47,533) 258,060 - - - 71,480 - - 282,007
Loss and total
comprehensive
income for
the year - - - - - - - - (3,262,725) (3,262,725)
Balance as at
31 December
2018 5,286,429 18,000,247 258,060 6,213,021 (23,320,632) - 71,480 - (3,974,445) 2,534,160
========= =========== =========== ========= ============ ========== ======= ============ =========== ============
Bidstack Group plc
Notes to the Financial Statements
for the year ended 31 December 2018
1. General information and basis of preparation
Bidstack Group Plc (the "Company") is a public limited company
and is incorporated and domiciled in the UK. The address of the
registered office is 201 Temple Chambers, 3-7 Temple Avenue,
London, EC4Y 0DT.
The registered number of the company is 04466195.
2. Summary of significant accounting policies
Basis of preparation
The consolidated financial statements consolidate those of the
Company and its subsidiary (together the "Group"). The financial
statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs) and International Financial
Reporting Interpretation Committee (IFRIC) interpretations as
endorsed by the European Union ("IFRS-EU"), and those parts of the
Companies Act 2006 applicable to companies reporting under
IFRS.
Consolidation
The consolidated financial statements consolidate the financial
statements of the Company and the results of its subsidiary
undertaking Bidstack Limited made up to 31 December 2018.
Subsidiaries are entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Although the consolidated financial information has been issued
in the name of Bidstack Group Plc, the legal parent, it represents
in substance continuation of the financial information of the legal
subsidiary.
The assets and liabilities of the legal subsidiary are
recognised and measured in the consolidated financial statements at
the pre-combination carrying amounts and not re-stated at fair
value.
The retained earnings and reserves balances recognised in the
consolidated financial statements reflect the retained earnings and
other reserves balances of the legal subsidiary immediately before
the business combination and the results of the period from 1
January 2018 to the date of the business combination are those of
the Legal Subsidiary only.
Going concern
The financial statements have been prepared on a going concern
basis which assumes that the Group will be able to continue trading
for the foreseeable future. The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chairman's statement on
pages 1 to 2.
The financial statements at 31 December 2018 show that the Group
generated an operating loss for the period of GBP3.3 million (2017:
GBP0.5 million), after acquisition related costs (GBP2.1 million:
2017: GBPnil); with cash used in operating activities of GBP2.0
million (2017: GBP0.6 million) and a net increase in cash and cash
equivalents of GBP2.1 million in the year (2017: decrease of
GBP0.03 million). Group balance sheet also showed cash reserves at
31 December 2018 of GBP2.1 million (2017: GBP0.01 million).
The Board has considered various alternative operating
strategies should these be necessary in the light of actual trading
performance not matching the Group's forecasts and are satisfied
that such revised operating strategies could be adopted, if and
when necessary.
3. Staff Costs
31 December 31 December
2018 2017
GBP GBP
Salaries and fees 224,454 33,833
Bonus 100,000 -
Share-based payments 257,240 -
Gain on exercise of share options 117,190 -
Other benefits 88 -
----------- -----------
Total 698,972 33,833
=========== ===========
2018 2017
Average number of directors 4 4
Average number of employees 9 7
=========== ===========
4. Loss per share
The loss per share is based upon the loss of GBP3,262,725 (2017:
loss of GBP465,770) and the weighted average number of ordinary
shares in issue for the year of 77,234,073 (2017: 13,688,435).
The loss incurred by the Group means that the effect of any
outstanding warrants and options would be considered anti-dilutive
and is ignored for the purposes of the loss per share
calculation.
5. Investments
Principal subsidiary undertakings of the Company
On 19 September 2018, the Company acquired the entire issued
share capital of Bidstack Limited ("legal subsidiary") for a
consideration of GBP6,777,841, satisfied by the issue of
112,964,011 shares. As the legal subsidiary is reversed into the
Company ("legal parent"), which originally was a publicly listed
cash shell company, this transaction cannot be considered a
business combination, as the legal parent does not meet the
definition of a business, under IFRS 3 "Business Combinations". As
the transaction is capital in nature and completed through the
issue of shares it falls within the scope of IFRS 2 'Share-based
payments'. Any difference in the fair value of shares deemed to be
issued by the legal subsidiary and the fair value of net
identifiable assets in the legal parent will form part of the
deemed cost of acquisition.
The Investment balance includes a loan of GBP0.4 million from
Bidstack Group to Bidstack Ltd which converted to equity in
Bidstack Ltd on 17 September 2018, prior to the Acquisition
completion.
The subsidiary undertaking of the Company is presented
below:
Country of Proportion of ordinary
Subsidiary incorporation shares held
------------------ ---------------- -----------------------
England and
Bidstack Limited Wales 100%
6. Share-based payment
Options
The Company operates two equity-settled share-based remuneration
schemes for employees, one being the Enterprise Management
Inventive ("EMI") Scheme and the other is an unapproved scheme for
executive directors and certain senior management.
A condition attached to both schemes is for the option holder to
remain in employment until exercised otherwise the options become
forfeited.
2018 2017
Weighted Weighted
Average Exercise Average Exercise
Number Price Number Price
GBP GBP
Outstanding at the beginning
of the year 2,295,390 0.095 2,180,570 0.086
Granted during the year 30,132,837 0.122 114,820 0.009
Forfeited/waived during
the year (1,662,000) 0.087 - -
Exercised during the year (633,390) 0.115 - -
Total outstanding 30,132,837 0.122 2,295,390 0.095
----------- ----------------- --------- -----------------
Total exercisable 22,500,000 0.153 2,295,390 0.095
----------- ----------------- --------- -----------------
On 19 September 2018, J Draper was granted 4,166,667 and 833,333
options under the EMI and unapproved schemes respectively. The
options are exercisable at 20p per share, vested immediately and
expire on the 3(rd) anniversary of the grant date (unless extended
by the Board to a maximum of ten years). There were no vesting
conditions attached to the grant of the share options.
On 19 September 2018, F Petruzzelli was granted 17,500,000
options under the unapproved scheme. The options are exercisable at
6p (7,500,000) and 20p (10,000,000), vested immediately and expire
on the 3(rd) anniversary of the grant date (unless extended by the
Board to a maximum of ten years). There were no vesting conditions
attached to the grant of the share options.
On 19 September 2018, F Petruzzelli was granted 4,166,667 and
632,833 options under the EMI and unapproved schemes respectively.
The options are exercisable at 1.14p per share, vested immediately
and expire on the 10(th) anniversary of the grant date. There were
no vesting conditions attached to the grant of the share options.
These options were granted to him in consideration of his
surrendering an option, entitling him to subscribe for 662,000 A
Ordinary Shares in Bidstack Limited at an exercise price of 8.256
pence per share.
On 19 September 2018, J McIntosh was granted 1,000,000 options
under the EMI scheme. The options are exercisable at 6p per share,
vest on the 3(rd) anniversary of their grant date and expire on the
10(th) anniversary of the grant date. There were no vesting
conditions attached to the grant of the share options.
On 13 December 2018, employees were granted a total of 1,833,337
options under the EMI scheme. The options are exercisable at 6p per
share, vest on the 3(rd) anniversary from their grant date, and
expire on the 10(th) anniversary of the grant date. There were no
vesting conditions attached to the grant of the share options.
END
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR UOVURKBASRUR
(END) Dow Jones Newswires
April 04, 2019 02:01 ET (06:01 GMT)
Bidstack (LSE:BIDS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bidstack (LSE:BIDS)
Historical Stock Chart
From Jul 2023 to Jul 2024