TIDMCPT
RNS Number : 4866H
Concepta PLC
18 August 2016
For immediate release
18 August 2016
Concepta Plc (formerly, Frontier Resources International
Plc)
("Concepta" or the "Company")
Unaudited interim results for the six months ended 30 June
2016
Concepta plc (AIM:CPT), the pioneering UK healthcare company and
developer of a proprietary platform and suite of products targeted
at the personalised mobile health market with a primary focus on
women's fertility and specifically unexplained infertility,
announces its unaudited results for the six months ended 30 June
2016.
Operational highlights
-- Disposal or dissolution of all oil and gas related subsidiaries
-- Undertook strategic review and completed the acquisition of
Concepta plc for GBP3.026 million comprising 30,343,950 New
Ordinary Shares and GBP0.75 million in cash in July 2016
-- Concepta is an innovative player in the Mobile Health and
Connected Health Sector that has developed proprietary products for
home self-testing as well as in a point-of-care environment
-- Concepta's products will initially address the specific needs
of women with fertility issues, in particular unexplained
infertility
-- MyLotus brand - unique offering allowing quantitative and
qualitative measurement of a woman's personal hCG and LH hormone
levels in urine samples
-- Defined route to market:
o Regulatory approvals for launch in China in place - first
order from distributor with payment in advance expected following
hospital testing in Q3 2016
o CE-Marking for UK and Europe to follow in 2017
-- Attractive market opportunity to capitalise on the Chinese
and EU infertility market with annual revenue potential worth
c.GBP600m
-- New Product Development growth opportunities - Concepta's
proprietary platform lends itself to wider family home-health
monitoring to improve individual health parameters including
chronic stress, inflammation, urinary tract, healthy pregnancy
progression etc.
Financial Position
-- February 2016, placing raised $1.787m net after costs
-- Cash balance at the period end was $1.335m (H1 2015: $0.02m)
-- Loss of $0.336m from continuing operations (H1 2015: $.0504m)
-- Discontinued operations resulted in a profit of $0.109m (H1 2015: loss $0.318m)
-- Cash outlay of $72k towards RTO costs
CHAIRMAN'S STATEMENT
Following a period of substantial change in 2015 I am pleased to
present the interim results for the first half of 2016, following
the transformational acquisition of leading women's health
diagnostics company Concepta Diagnostics for GBP3.026 million in
July 2016.
Following the Board decision to pursue investment in non-oil
exploration projects, I joined the Board of Concepta plc,
(previously Frontier Resources International plc) in February 2016.
Following the placing of GBP1.425m, which completed on 16 February,
the process for either disposal or dissolution of all the
subsidiaries at the time commenced to convert the Company into a
cash shell. The process for divesting the Company of its operating
subsidiaries was completed on 23 March leaving the Company with
cash of GBP1.4m before expenses.
As laid out in the Final Results for 2015 of Frontier Resources
International plc, the former AIM cash shell (see press release 3
May 2016), the Board's strategy during H1 2016 was to identify
suitable acquisition opportunities in a new sector, which would
satisfy the requirements of AIM Rule 15 and indeed offer
significant growth potential for the Company.
With this in mind, we found a compelling acquisition target in
Concepta, which we believed would be in the best interests for the
Company, wider stakeholders and offers a value accretive
opportunity to reward the patience of our supportive shareholders.
Since its foundation in 2013, Concepta has established itself as a
leading and innovative developer of personalised mobile health
diagnostics with a primary focus on women's fertility, where a
significant market opportunity exists to develop a 'best in class'
product to help women with unexplained infertility to conceive.
To this end, the Company has developed a proprietary product
branded 'MyLotus', which has a unique product offering that allows
both quantitative and qualitative measurement of a woman's personal
hCG and LH hormone levels to help increase conception
probability.
In March 2016 negotiations for the acquisition of Concepta
Diagnostics proceeded, which culminated in the announcement on 7
July 2016 of the acquisition of the entire issued share capital of
Concepta Diagnostics and a fund raising of GBP3.5m.
At a General Meeting on 25 July 2016 all resolutions were passed
and Erik Henau and Mark Wyatt were appointed to the Board. The
acquisition is a fundamental change of direction for the
business.
Financial review
-- The Group's total comprehensive loss for the six months to 30
June 2016 was USD 326,000 (30 June 2015: loss USD 707,000).
-- The basic and diluted loss per share was USD 0.01 (six months to 30 June 2015: USD 1.55).
-- Concepta raised USD 1,787,000 (GBP1.425,000 excluding costs)
in the six months ended 30 June 2016 (USD NIL in the six months
ended 30 June 2015).
As foreseen at the time of Admission to AIM, given that the
Company is at an early stage of development, it is not anticipated
that there will be any earnings arising from the Company's
activities in the short to medium term. Accordingly, the Board does
not expect to recommend or pay any dividends in the foreseeable
future.
Outlook
We are delighted to have successfully completed the reverse
takeover at the end of this reporting period and are looking
forward to an exciting future as Concepta.
The immediate focus following Concepta's RTO in July 2016, is
the launch of MyLotus in China later this year (2016) and,
subsequent to CE marking, targeting launch in the UK and Europe in
2017. In addition we are looking to set up new manufacturing
facilities in Yorkshire, which will be another key milestone in our
Company's development. Excitingly, Concepta has the opportunity to
translate its proprietary platform into commercial success in these
initial markets where annual revenues in the infertility segment
are estimated to be worth c.GBP600m.
Furthermore, Concepta's products have myriad applications beyond
fertility diagnostics, and we are in a unique position to come in
at the ground floor of the fast growing global connected healthcare
sector, which is set to be worth $61bn by 2020.
We look forward to updating the market on these exciting
developments during the course of 2016 and beyond as we implement
our defined growth strategy, focused on delivering commercial
success and becoming the global market leader for over-the counter
products for women with fertility issues and, ultimately, tackling
the wider mobile health market.
Adam Reynolds
Chairman
Enquiries:
Concepta Plc
Adam Reynolds, Chairman Tel: +44(0) 7785 908 158
Spark Advisory Partners Tel: +44 (0)20 3368 3550
Limited
(Nominated Advisor)
Neil Baldwin/Mark Brady
Beaufort Securities Tel: +44 (0)20 7382 8300
Limited (Broker)
Jon Belliss
Yellow Jersey PR Limited Tel: +44 (0) 7748 843 871
(Financial PR)
Felicity Winkles/ Joe
Burgess/ Josh Cole
A copy of this announcement is available from the Company's
website www.conceptaplc.com
Concepta Plc
Interim consolidated statement of comprehensive income
Notes Six months Six months Year
ended ended ended
30 June 30 June 31 December
2016 2015 2015
USD'000 USD'000 USD'000
---------------------------------- ------ ----------- ----------- -------------
Unaudited Unaudited Audited
---------------------------------- ------ ----------- ----------- -------------
Continuing operations
Revenue - - -
---------------------------------- ------ ----------- ----------- -------------
Cost of sales - - -
---------------------------------- ------ ----------- ----------- -------------
Gross loss - - -
Administrative expenses (357) (488) (207)
Share-based payments 5 21 (16) (32)
---------------------------------- ------ ----------- ----------- -------------
Operating loss (336) (504) (239)
Finance costs - - (7)
---------------------------------- ------ ----------- ----------- -------------
Loss before tax (336) (504) (246)
Taxation 6 - - -
---------------------------------- ------ ----------- ----------- -------------
Loss for the period from
continuing operations (336) (504) (246)
---------------------------------- ------ ----------- ----------- -------------
Discontinued operations
Profit/(loss) for the
period from discontinued
operations 4 109 (318) (2,855)
---------------------------------- ------ ----------- ----------- -------------
Loss for the period (227) (822) (3,101)
---------------------------------- ------ ----------- ----------- -------------
Other comprehensive income:
Exchange differences
arising on translation
of foreign operations (26) 115 (181)
Cumulative foreign exchange (73) - -
gain relating to disposal
of subsidiaries recycled
to profit from discontinued
operations
Total comprehensive loss
for the period (326) (707) (3,282)
---------------------------------- ------ ----------- ----------- -------------
Loss per share (USD)
---------------------------------- ------ ----------- ----------- -------------
Basic and diluted earnings
per share
From continuing operations 7 (0.02) (0.95) (0.25)
From discontinued operations 7 0.01 (0.60) (2.90)
From continuing and discontinued
operations 7 (0.01) (1.55) (3.15)
---------------------------------- ------ ----------- ----------- -------------
Concepta Plc
Interim consolidated statement of financial position
Notes Six months Six months Year
ended ended ended
30 June 30 June 31 December
2016 2015 2015
USD'000 USD'000 USD'000
------------------------------- ------ ----------- ----------- -------------
Unaudited Unaudited Audited
------------------------------- ------ ----------- ----------- -------------
ASSETS
Non-current assets
Property, plant and equipment - 2 -
Exploration and evaluation
assets 8 - 3,017 -
Total non-current assets - 3,019 -
------------------------------- ------ ----------- ----------- -------------
Current assets
Trade and other receivables 99 57 76
Cash and cash equivalents 1,335 20 26
------------------------------- ------ ----------- ----------- -------------
Total current assets 1,434 77 102
------------------------------- ------ ----------- ----------- -------------
Assets classified as
held for sale - - 699
------------------------------- ------ ----------- ----------- -------------
TOTAL ASSETS 1,434 3,096 801
------------------------------- ------ ----------- ----------- -------------
EQUITY AND LIABILITIES
Equity attributable to
holders of the parent
Share capital 9 1,302 2,652 636
Deferred shares 9 2,323 - 2,323
Share premium 9 6,862 5,081 5,741
Share-based payment reserve 26 506 522
Foreign exchange reserve (110) 285 (11)
Retained losses (9,100) (7,069) (9,348)
------------------------------- ------ ----------- ----------- -------------
Total equity 1,303 1,455 (137)
------------------------------- ------ ----------- ----------- -------------
Current liabilities
Trade and other payables 131 1,641 203
------------------------------- ------ ----------- ----------- -------------
Liabilities classified
as held for sale - - 735
------------------------------- ------ ----------- ----------- -------------
TOTAL EQUITY AND LIABILITIES 1,434 3,096 801
------------------------------- ------ ----------- ----------- -------------
Concepta Plc
Interim consolidated statement of changes in equity
Share Share Retained Share-based Foreign Total
Capital Deferred Premium Losses Payment Exchange Equity
share Reserve Reserve
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
------------------------- --------- ----------- --------- --------- ------------ ---------- --------
As at 1 January
2016 636 2,323 5,741 (9,348) 522 (11) (137)
Loss for the
period - - - (227) - - (227)
Other comprehensive
income
Exchange differences
arising on translation
of foreign operations - - - - - (26) (26)
Cumulative foreign
exchange relating
to disposal of
subsidiaries
recycled to profit
from discontinued
operations - - - - - (73) (73)
------------------------- --------- ----------- --------- --------- ------------ ---------- --------
Total comprehensive
income for the
period - - - (227) - (99) (326)
Issue of share
capital 666 - 1,121 - - - 1,787
Transfer of share
based payment
on cancelled
share options - - - 475 (475) - -
Share based payments - - - - (21) - (21)
------------------------- --------- ----------- --------- --------- ------------ ---------- --------
As at 30 June
2016 (Unaudited) 1,302 2,323 6,862 (9,100) 26 (110) 1,303
------------------------- --------- ----------- --------- --------- ------------ ---------- --------
As at 1 January
2015 2,652 - 5,081 (6,247) 490 170 2,146
Loss for the
period - - - (822) - - (822)
Other comprehensive
income - - - - - 115 115
Share based payments - - - - 16 - 16
------------------------- --------- ----------- --------- --------- ------------ ---------- --------
As at 30 June
2015 (Unaudited) 2,652 - 5,081 (7,069) 506 285 1,455
------------------------- --------- ----------- --------- --------- ------------ ---------- --------
The following describes the nature and purpose of each reserve
within owners' equity.
Share capital Amount subscribed for share capital at nominal
value.
Share premium Amount subscribed for share capital in excess of
nominal value.
Retained losses Cumulative net losses recognised in the
financial statements.
Share-based payment reserve Amounts recognised for the fair value of share options granted
Foreign exchange reserve Exchange differences on translating foreign operations.
Concepta Plc
Interim consolidated statement of cash flows
Notes Six months Six months Year
ended ended ended
30 June 30 June 31 December
2016 2015 2015
USD'000 USD'000 USD'000
------------------------------- ------- ----------- ----------- -------------
Unaudited Unaudited Audited
------------------------------- ------- ----------- ----------- -------------
Cash flows from operating
activities
Loss before taxation (336) (822) (3,101)
Adjustments for:
Impairment of assets - - 2,241
Depreciation of plant
& equipment - - 1
Finance costs - - 7
Increase in trade and
other receivables (32) (8) (27)
(Decrease)/ increase
in trade and other payables (87) 559 (144)
Expenses settled through
issue of shares - - 497
Share based payments (21) 16 32
Net Cash used in continuing
operations (476) (255) (494)
Net cash used in discontinued - - -
operations
Net cash used in operating
activities (476) (255) (494)
---------------------------------------- ----------- ----------- -------------
Cash flows from investing
activities
Cash flow from disposal (2) - -
of businesses
Expenditures for exploration
and evaluation - (5) (91)
Net cash used in investing
activities (2) (5) (91)
---------------------------------------- ----------- ----------- -------------
Cash flows from financing
activities
Net proceeds from issue
of share capital 1,787 - 470
Finance costs - - (7)
---------------------------------------- ----------- ----------- -------------
Net cash from financing
activities 1,787 - 463
---------------------------------------- ----------- ----------- -------------
Net increase in cash
and cash equivalents 1,309 (260) (122)
Cash and cash equivalents
at the beginning of period 26 165 165
Effect of foreign exchange
rate changes - 115 (17)
---------------------------------------- ----------- ----------- -------------
Cash and cash equivalents
at end of period 1,335 20 26
---------------------------------------- ----------- ----------- -------------
Notes to the Unaudited Interim Financial Information
1 General information
Concepta Plc (formerly, Frontier Resources International plc) is
a Public Company incorporated in the United Kingdom under
registered number 06573154 with its registered office at 2a St
Martins Lane, York, YO1 6LN.
The Company is an AIM-traded company in London. The Company
changed its name on the 25 July 2016.
2 Significant accounting policies
Basis of preparation
The interim financial information for the six months ended 30
June 2016, which was approved by the Board of Directors on 17
August 2016, does not constitute statutory accounts as defined by
section 434 of the Companies Act 2006. The financial information
presented is unaudited and has been prepared using the same
accounting policies as those adopted in the financial statements
for the year ended 31 December 2015 and is expected to be adopted
in the financial year ending 31 December 2016. The financial
statements for the year ended 31 December 2015 were reported on by
the Company's auditors and delivered to the Registrar of Companies.
The report of the auditors was unqualified and did not contain an
adverse statement under section 498 (2) or (3) of the Companies Act
2006.
In the opinion of the Directors, the condensed half-year
accounts for the period present fairly the financial position and
the results from operations and cash flows for the period.
The condensed half-year accounts include unaudited comparative
figures for the half year ended 30 June 2015 and comparatives for
the year ended 31 December 2015 that have been extracted from the
audited financial statements for that year.
No new IFRS standards, amendments or interpretations became
effective in the six months to the 30 June 2016 which had a
material effect on this consolidated interim financial
information.
The interim financial information is presented in US Dollars
(USD or US$) rounded to the nearest thousand dollars (USD'000).
Accounting Policies
The condensed half year accounts have been prepared using
accounting policies based on International Financial Reporting
Standards (IFRS and IFRIC Interpretations) issued by the
International Accounting Standards Board ("IASB") as adopted by the
European Union, including IAS 34 'Interim Financial Reporting' and
IFRS 6 'Exploration for and Evaluation of Mineral Resources' and on
the historical cost basis.
The Group's financial risk management objectives and policies
are consistent with those disclosed in the 2015 annual report.
Going Concern
The half-year accounts have been prepared on a going concern
basis. The Group made a loss of USD 227,000 during the half year
ended 30 June 2016 and continues to be loss making. At 30 June
2016, the Group had cash balances of USD 1,335,000 and net assets
of USD 1,303,000.
Cash balances at the date of approval of these accounts are
approximately USD4.5m (GBP3.5m).
The Directors have prepared a cash flow forecast covering a
period extending 12 months from the date of approval of these
interim financial statements which shows that the Group will have
sufficient cash to meet its debts as they fall due over that
period. Concepta is an evolving healthcare company and
uncertainties exist in the forecast as a result. The forecast
contains certain assumptions about the performance of the business
including growth in future revenue, the cost model and margins, and
the level of cash recovery from trading. In the next 12 months, the
most critical assumptions are those concerning the launch of the
product and platform in China and the UK. The Directors are aware
of the risks and uncertainties facing the business as it pursues
its strategy but the assumptions used are the Directors' best
estimate of the future development of the business.
After considering the forecasts and the risks, the Directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence over the period of the
forecast. For these reasons, they continue to adopt the going
concern basis of accounting in preparing these financial
statements. However, beyond the forecast period the Group will need
either to increase its revenues or take actions to ensure it
remains sufficiently funded. As with any evolving healthcare
company there is always an inherent risk over the ability of the
Group and Company to continue as a going concern if forecasts are
not met and cash resources are not adequate. These interim
financial statements do not include any adjustments that would
result from the going concern basis of preparation being
inappropriate.
3 Operating segment information
The operations of the Group for the year ended December 2015 and
period ended June 2015 comprise of one operating segment, being oil
and gas exploration. The Group has oil and gas exploration and
evaluation licenses in Oman, Namibia and Zambia. However, during
the year to December 2015 the activity of this operating segment
has been discontinued (see note 4 for more details).
4 Discontinued operations and held for sale
On 2 March 2016 the Company agreed to liquidate their
subsidiaries, Frontier Resources Zambia Limited ("Zambia") and
Frontier Resources Namibia Limited("Namibia"). Both companies
ceased trading on 11 March 2016.
Frontier Inc ("Inc") and Frontier Oman ("Oman") has been
classified as held for sale in December 2015. On 23 March 2016,
entire interests in Frontier Resources Oman Limited and Frontier
Resources International Inc have been sold to Mr Jack Keyes, the
former chief executive of the Company for a consideration of GBP1
and deferred consideration, which is contingent on the achievement
of certain targets.
The results for these discontinued operations for Zambia,
Namibia, Oman and Inc below excluded any intercompany balances
written off or forgiven in the individual entities. These were
eliminated on consolidation of the group results.
Six Six months Year ended
months ended 31 December
ended 30 June 2015
30 June 2015
2016
USD'000 USD'000 USD'000
Profit on disposal of businesses* 109 - -
Administrative expenses - (318) (1,030)
Exceptional item-assets
impairment - - (1,825)
Profit/(loss) after tax 109 (318) (2,855)
--------- ----------- -------------
*this included $73,000 of cumulative foreign exchange gains
relating to the disposal of the subsidiaries recycled to income
statement.
The major classes of assets and liabilities of these
discontinued operations sold during the period ended 30 June 2016
are as follows:
Six months
ended
30 June
2016
$'000
Property, plant and equipment 2
Exploration and evaluation
assets 690
Cash and cash equivalents 2
Trade and other receivables 5
Trade and other payables (735)
-----------
Net liabilities (36)
Cumulative foreign exchange
recycled from translation
reserve (73)
Profit on disposal 109
-----------
Net consideration -
-----------
Net cashflow in respect
of disposal of the businesses
Cash received -
Cash and cash equivalents
sold (2)
-----------
(2)
-----------
5 Share options and share based payments
During the period, no share options were issued.
On 17 February 2016, the Company issued 4,750,000,000 new
ordinary shares of 0.01p as fully paid up with existing and new
investors at a placing price of 0.03p per ordinary share. In
addition, the Company issued 361,999,056 warrants to subscribe for
new ordinary shares.
On 7 April 2016, 47,857,593 warrants which were issued in
February 2016 were exercised at 0.03p.
The Company has the following outstanding share warrants at 30
June 2016:
Warrants over Exercise price Expiry date
existing ordinary
shares
------------------- --------------- -----------------
314,141,463 0.03p 7 October 2016
------------------- --------------- -----------------
12,500,000 1.0p 12 November 2019
------------------- --------------- -----------------
1,440,000 6.0p 5 July 2018
------------------- --------------- -----------------
328,081,463
------------------- --------------- -----------------
A credit of USD21,274 has been recognised in the six months
ended 30 June 2016 (six months ended 30 June 2015: charge of
USD16,452) and is included in the statement of comprehensive
income. During the period, 8,250,000 share options were surrendered
and cancelled by the share option holders as these options were
underwater where the option's exercise price is higher than market
price. As a result, US$475,000 charge were transferred from the
share based reserve to profit and loss reserve.
On 7 July 2016, 40,139,630 warrants which were issued in
February 2016 ("Warrants") were exercised. The exercise price is
0.03p per ordinary share of 0.01p ("Ordinary Share") and the gross
proceeds of exercise amounted in aggregate to GBP12,041.89, which
provides additional working capital for the Company.
On 25 July 2016, the remaining warrants of 274,001,833 with an
exercise date of 7 October 2016 and exercise price of 0.03p, were
after share consolidation (250 to 1), resulted in warrants over
1,096,007 of new ordinary shares with an exercise price of 7.5p.
12,500,000 and 1,440,000 warrants with an exercise price of 1.0p
and 6.0p, respectively were also after share consolidation (250 to
1) resulted in warrants over 50,000 and 5,760 of new ordinary
shares with an exercise price of 250p and 1500p, respectively.
On 25 July 2016 new warrants over 8,133,633 new ordinary shares
was also issued.
6 Taxation
The Group has incurred tax losses for the six months ended 30
June 2016 and a corporation tax charge for the period is not
anticipated.
7 Loss per share
Six months Six months Year
ended 30 ended 30 ended
June 2016 June 2015 31 December
2015
USD'000 USD'000 USD'000
-------------------------------- ----------- ----------- -------------
Unaudited Unaudited Audited
-------------------------------- ----------- ----------- -------------
Loss for the period -
continuing operations (336) (504) (246)
Profit/(loss) for the
period - discontinued
operations 109 (318) (2,855)
-------------------------------- ----------- ----------- -------------
Loss for the year (227) (822) (3,101)
-------------------------------- ----------- ----------- -------------
Weighted average number
of ordinary shares* 15,402,031 529,873 984,674
-------------------------------- ----------- ----------- -------------
Basic loss per share
- continuing operations
(USD) (0.02) (0.95) (0.25)
Basic profit/(loss) per
share - discontinued
operations(USD) 0.01 (0.60) (2.90)
-------------------------------- ----------- ----------- -------------
Basic loss per share(USD) (0.01) (1.55) (3.15)
-------------------------------- ----------- ----------- -------------
Weighted average number
of ordinary shares allowing
for the exercise of warrants* 16,714,357 1,079,947 2,432,670
-------------------------------- ----------- ----------- -------------
*The weighted average number of ordinary shares for each period
above were restated and based on the new number of shares and
issued, following the share consolidation whereby 250 existing
0.01p shares issued at each period end were converted to 1 new 2.5p
ordinary share on the 25 July 2016. The warrants were also subject
to the share consolidation and this is reflected in the weighted
average number of ordinary shares allowing for the exercise of
warrants for each period above.
The Company did not issue share options in the six months to 30
June 2016 or the comparative six months period. The diluted loss
per share has been kept the same as the basic loss per share as the
conversion on share options decreases the basic loss per share,
thus being anti-dilutive.
8 Exploration and evaluation assets
Cost (USD'000) Six months Six months Year ended
ended ended 31 December
30 June 30 June 2015
2016 2015
---------------------------- ----------- ----------- -------------
Brought forward 1,229 3,012 3,012
Additions - 5 91
Reclassified as held
for sale - - (1,702)
Disposals (1,229) - -
Foreign exchange movements - - (172)
---------------------------- ----------- ----------- -------------
Carried forward - 3,017 1,229
---------------------------- ----------- ----------- -------------
Depreciation (USD'000)
---------------------------- ----------- ----------- -------------
Brought forward (1,229) - -
Disposals 1,229 - -
Impairment losses - - (2,241)
Reclassified as held
for sale - - 1,012
---------------------------- ----------- ----------- -------------
Carried forward - - (1,229)
---------------------------- ----------- ----------- -------------
Geographic analysis
---------------------------- ----------- ----------- -------------
Oman - 1,810 -
Namibia - 977 -
Zambia - 230 -
---------------------------- ----------- ----------- -------------
Total - 3,017 -
---------------------------- ----------- ----------- -------------
The amount of capitalised exploration and evaluation expenditure
for Zambia and Namibia was fully impaired at 31 December 2015 and
subsequently disposed, following liquidation of the Zambia and
Namibia entities in March 2016.
The capitalised EEA relating to Oman licence has been
reclassified as held for sale at 31 December 2015 and subsequently,
Oman was disposed of in March 2016.
9 Share capital and share premium
The changes to issued share capital and share premium were as
follows:
Ordinary Share Deferred Deferred Share
shares
(number)
-------------------- --------------
Capital Share Share Premium
--------------
Company USD'000 Number USD'000 USD'000
-------------------- -------------- --------- ------------ --------- --------
As at 1 January
2015 165,430,505 2,652 - - 5,081
Issue of share - - - - -
capital
-------------------- -------------- --------- ------------ --------- --------
As at 30 June
2015 (Unaudited) 165,430,505 2,652 - - 5,081
Issue of share
capital 196,568,551 307 - - 660
Subdivision 165,430,505 - - - -
of existing
ordinary shares
into 1 ordinary
share of 0.1p
plus one deferred
share
Transferred
to Deferred
Shares (165,430,505) (2,323) 165,430,505 2,323 -
-------------------- -------------- --------- ------------ --------- --------
At 31 December
2015 361,999,056 636 165,430,505 2,323 5,741
Issue of share
capital 4,797,857,593 666 - - 1,121
-------------------- -------------- --------- ------------ --------- --------
As at 30 June
2016 (Unaudited) 5,159,856,649 1,302 165,430,505 2,323 6,862
-------------------- -------------- --------- ------------ --------- --------
10 Related party transactions
These comprise (a) transactions between the Company and its
subsidiaries which have been written off at year ended 31 December
2015 and eliminated on consolidation; (b) compensation and other
payments to key management personnel (including directors); (c)
consultancy fees for finance management services that were paid to
CFPro Limited and Cambridge Financial Partners LLP, companies in
which Barbara Spurrier (appointed a Director of the Company in
2013) has a financial interest.
The Group owed USD nil to Michael J Keyes, former CEO at 30 June
2016 (30 June 2015: USD216,922 and 31 December 2015: USD402,946).
In addition, the Group also owes USD nil to Michael J Keyes, former
CEO at 30 June 2016 (30 June 2015: USD38,664 and 31 December 2015:
USD20,000). Michael J Keyes resigned as a director on 17 February
2016.
The Directors voluntarily agreed unpaid accrued emoluments were
to be written off during the year 2015. There are no directors'
emoluments outstanding as at 30 June 2016 (30 June 2015:
USD558,148, 31 December 2015: USD nil).
The Directors, in their continuing support of the Group business
needs, agreed to continue the deferral of a proportion of their
remuneration
11 Control
The Company is under the control of its shareholders and not any
one party.
12 Subsequent events
On 12 July 2016, the Company allotted and issued 40,139,630 new
ordinary shares of 0.01p as fully paid up to holders of warrants
who exercised their rights. Further the Company also allotted 3,721
ordinary shares at an issue price of 0.03p each to Barbara Spurrier
to create Share Premium to cancel deferred shares.
On 25 July 2016, the Company's name has been changed to Concepta
Plc. Additionally, the following proposals become unconditional in
all respects upon Admission of the Enlarged share capital to
trading on AIM on the 26 July 2016:
1. the acquisition by the Company of the entire issued share
capital of Concepta Diagnostics Limited, resulting in the issue of
30,343,950 New Ordinary Shares;
2. the issue of 32,050,342 New Ordinary Shares under the Firm
Placing, 1,373,330 New Ordinary Shares under the Subscription,
10,833,333 New Ordinary Shares under the Debt Conversion,
13,759,618 New Ordinary Shares under the Open Offer.
3. Erik Henau and Dr Mark Wyatt join the Board as Chief
Executive and Non-Executive Director respectively.
On 25 July 2016, the Company has consolidated shares, whereby
every 250 existing ordinary shares of 0.01p is consolidated into 1
new ordinary share of 2.5p each. Thus the total 5,200,000,000
existing ordinary shares of 0.01p are consolidated into 20,800,000
new ordinary shares.
At a General Meeting held on 25 July 2016, the Company's
shareholders accepted completing the subscription, placing and open
offer to raise GBP3.5 million in new funds to support the continued
growth of the business.
On 26 July 2016 the Company has successfully started trading on
AIM. 109,160,573 new ordinary shares are admitted to trade by way
of reverse takeover of Frontier Resources International plc
(renamed as Concepta plc).
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR MMGMRNNZGVZM
(END) Dow Jones Newswires
August 18, 2016 02:01 ET (06:01 GMT)
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