Interim Results to 31 October 2023

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30 January 2024

 

WeCap plc (formerly IamFire plc)

 

AQSE: WCAP

 

(“WeCap” or the “Company”)

 

 

UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2023

 

 

 

CHAIRMAN’S STATEMENT

I am pleased to present the interim results for WeCap plc (AQSE: WCAP) (formerly IamFire plc) for the period of 30 April 2023 to 31 October 2023. 

The period was dominated by the continued support for the Company’s primary investment, WeShop Holdings Limited (“WeShop”).  In May 2023 the Company subscribed for a further £150k of Convertible Loan Notes (“CLN”) in WeShop, each having the right to convert in to shares in WeShop at £2 per share. At the end of May 2023, WeCap converted its loan note position in Community Social Investments Limited (“CSIL”), resulting in WeCap attaining a 23.6% stake in CSIL.  CSIL’s sole holding is 8.33m shares in WeShop.   Prior to period end, in September 2023, the Company extended the maturity date of the Discounted Capital Bond (“DCB”) that Hawk Holdings Limited holds.  This was extended in tandem with the conversion date for our own CLN position in WeShop. 

Post period end the Company conducted an equity raise led by our brokers, Tennyson Securities, for £1m of gross funds.  The majority of the proceeds enabled the Company to make a further subscription into CLNs with WeShop in January 2024.

Investments in WeShop and CSIL

WeShop is a social commerce platform, seeking to combine social media with ecommerce in a market that is expected to exceed £1 trillion by 2025.  WeShop has built a platform that allows consumers to search for and buy products based on community reviews, and to earn rewards on all transactions in the form of WeShop shares.   Last month, the company reported triple-digit growth across its platform, with an annualised Gross Merchant Value transacted growing to £112 million in the three months to November 2024. 

At the end of the reporting period, WeCap held £6.85m of CLNs directly in WeShop.  It held the right to subscribe for a further £0.9m in CLNs which it did so post period end on 16 January 2024.  Should the current CLNs convert, it would result in WeCap holding some 3,208,333 shares in WeShop.

WeCap also holds approximately 23.6% of the issued share capital of CSIL, following the conversion of its loan in May 2023. CSIL holds 8,333,333 shares in WeShop as its only asset.  WeCap believes that these shares will be distributed in specie to CSIL shareholders in due course, which would result in WeCap holding a further 1.96m shares in WeShop. 

Key highlights on WeShop during the period:

  • WeShop completed a six-figure equity fundraise at a share price of £4.76 per WeShop share, valuing WeShop at c. £130m.
  • Sponsorship of SoccerAid for UNICEF resulting in national and international exposure of the WeShop brand, and continued uptake from various creators and influencers which enables viral uptake of the app.
  • User downloads for the WeShop platform at 31 May 2023 were over 230,000 up from 43,000 last reported by WeCap on 21 November 2022, now increased to over 350,000.
  • Total purchases through the platform totalled over 180,000 with an annualised gross merchandise value (“GMV”) of £33.4m as at the end of May 2023 (over a 3-month average) compared to the previously reported figure of £27.9m for March 2023. Total GMV to the end of May was £22.1m through the platform, increased post-period end to over £66.2m by end November 2023.
  • The list of retailers affiliated to WeShop continued to grow with additions in the reporting period including John Lewis, Argos, Habitat, Sports Direct, TicketMaster, booking.com and Skyscanner. This added to the existing list of over 1,000 UK retailers.

 

Bio2Pure

Bio2pure Limited is developing technology to clean up polluted waterways. WeCap currently owns 10% of the issued share capital of Bio2pure which it acquired through the issuance of 4,000,000 WeCap shares at a deemed price of 20p per share in August of 2020.

 

Financial Review

The Company’s financial results for the six months ended 31 October 2023 show a loss of £389,090 (2022: loss of £169,560) which includes administrative costs of £145,466 (2022: £100,946), revenue of £nil (2022: £nil), finance income of £5,378 (2022: £181,479) and finance costs of £214,002 (2022: £199,760), related primarily to accrued interest on its Discounted Capital Bond with Hawk Investment Holdings, the maturity date of which has since been extended to November 2024.

As at 31 October 2023, the Company had cash reserves of £104,618 (2022: £79,435).

The 2023 interim financial report of the Company has not been audited or reviewed by the Company's auditor, PKF Littlejohn LLP.

On 12 December 2023, the Company changed its name to WeCap plc to reflect its investment philosophy more closely.

Outlook

 

The Board continues to look forward to the future progress in both of its primary investments, WeShop and Bio2pure Limited.  WeCap will continue to update the market on these investments in the near term and the Directors would like to thank shareholders for their continued support.

 

S Barblett

Chairman

30 January 2024

 

 

The Directors of the Company accept responsibility for the content of this announcement.

 

Enquiries:

 

Company:

Sandy Barblett

John Taylor

Fiona Wilmot

info@iamfireplc.com

 

Corporate Advisor:

Peterhouse Capital Limited
Guy Miller/Narisha Ragoonanthun: + 44 (0) 20 7469 0930 (Direct)

 

Corporate Broker:

Tennyson Securities Limited
Peter Krens: +44 (0) 20 7186 9033 (Direct)

 

 

 

 

 

 

 

 

STATEMENT OF COMPREHENSIVE INCOME

 

 

 

 

 

Six months to

31 October

 2023

 

Year to 30 April

 2023

 

 Six months to 31 October

 2022

 

 

 

 

Note

(unaudited)

 

(audited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

 

CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

 

(145,466)

 

(524,653)

 

(100,946)

 

 

 

 

 

 

 

 

 

 

Loss on revaluation of investments

 

 

 

 

(35,000)

 

(754,673)

 

(50,333)

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

 

 

(180,466)

 

(1,279,326)

 

(151,279)

 

 

 

 

 

 

 

 

 

 

Finance income

 

 

 

 

5,378

 

220,932

 

181,479

 

 

 

 

 

 

 

 

 

 

Finance costs

 

 

 

 

(214,002)

 

(396,263)

 

(199,760)

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAXATION

 

 

 

 

(389,090)

 

(1,454,657)

 

(169,560)

 

 

 

 

 

 

 

 

 

 

Taxation

 

 

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

LOSS FOR THE FINANCIAL PERIOD

 

 

 

 

(389,090)

 

(1,454,657)

 

(169,560)

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

 

 

 

 

(389,090)

 

(1,454,657)

 

(169,560)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

Basic and Diluted EPS (£)

 

 

 

3

(0.001)

 

(0.005)

 

(0.0008)

 

 

 

 

 

 

STATEMENT OF FINANCIAL POSITION

 

 

 

 

As at 31

 October

 2023

 

 As at

30 April

2023

 

 As at 31 October

 2022

 

Note

 

(unaudited)

 

(audited)

 

(unaudited)

 

 

 

£

 

£

 

£

ASSETS

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Investments at FVTPL

 

 

5,425,861

 

100,327

 

800,000

Tangible fixed asset

 

 

602

 

859

 

1,117

 

 

 

5,426,463

 

101,186

 

801,117

CURRENT ASSETS

 

 

 

 

 

 

 

Trade and other receivables

 

 

191,503

 

353,942

 

85,854

Investments at FVTPL

 

 

29,833

 

64,833

 

69,500

Financial assets at FVTPL

 

 

6,883,471

 

12,149,372

 

9,584,920

Cash and cash equivalents

 

 

104,618

 

149,169

 

79,435

 

 

 

7,209,425

 

12,717,316

 

9,819,709

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

12,635,888

 

12,818,502

 

10,620,826

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Called up share capital

4

 

1,370,087

 

1,370,087

 

1,020,087

Share premium

4

 

10,741,249

 

10,741,249

 

7,933,038

Other reserves

 

 

567,698

 

567,698

 

463,014

Retained earnings

4

 

(5,759,276)

 

(5,370,186)

 

(4,085,089)

TOTAL EQUITY

 

 

6,919,758

 

7,308,848

 

5,331,050

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Financial liabilities - borrowings

 

 

 

 

 

 

 

Interest bearing loans and interest

 

 

5,680,365

 

5,466,361

 

5,269,858

 

 

 

5,680,365

 

5,466,361

 

5,269,858

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade and other payables

 

 

35,765

 

43,293

 

19,918

 

 

 

35,765

 

43,293

 

19,918

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

5,716,130

 

5,509,654

 

5,289,776

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

12,635,888

 

12,818,502

 

10,620,826

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CASHFLOWS

 

 

 

Six months to

31 October

 2023

 

 Year ended 30 April

2023

 

Six months to

31 October

 2022

 

(unaudited)

 

(audited)

 

(unaudited)

 

 

£

 

£

 

£

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Loss for the year

 

(389,090)

 

(1,454,657)

 

(169,560)

Adjustments for:

 

 

 

 

 

 

Depreciation

 

258

 

516

 

258

Loss on revaluation of fixed assets

 

35,000

 

754,673

 

50,333

Finance costs

 

214,002

 

396,263

 

199,760

Finance income

 

(5,378)

 

(220,932)

 

(181,479)

Share based payments

 

-

 

-

 

-

(Increase)/decrease in trade and other receivables

 

162,440

 

(254,469)

 

13,619

Increase/(decrease) in trade and other payables

 

(7,528)

 

10,494

 

(12,882)

Net cash used in operating activities

 

9,704

 

(768,112)

 

(99,951)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Investment in convertible loan notes

(75,000)

 

(2,775,000)

 

(250,000)

Net cash used in investing activities

 

(75,000)

 

(2,775,000)

 

(250,000)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from the issue of ordinary shares

 

-

 

3,262,895

 

-

Proceeds from redemption of CLN

 

20,745

 

-

 

-

Net cash generated from financing activities

20,745

 

3,262,895

 

-

 

 

 

 

 

 

 

Net decrease in cash and equivalents

(44,551)

 

(280,217)

 

(349,951)

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

149,169

 

429,386

 

429,386

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

104,618

 

149,169

 

79,435

 

 

 

 

 

 

STATEMENT OF CHANGES IN EQUITY

 

 

 

Share capital

 

 

Share premium

 

Other reserves

 

Retained

earnings

 

 

Total

Equity

 

 

£

 

£

 

£

£

 

£

 

 

 

 

 

 

 

 

 

 

Balance as at 1 May 2022

 

1,020,087

 

7,933,038

 

463,014

(3,915,529)

 

5,500,610

Loss for the period

 

-

 

-

 

-

(169,560)

 

(169,560)

Total comprehensive loss for the period

 

-

 

-

 

-

(169,560)

 

(169,560)

Issue of share capital (net of issue costs)

 

-

 

-

 

-

-

 

-

Balance as at 31 October 2022

 

1,020,087

 

7,933,038

 

463,014

(4,085,089)

 

5,331,050

Loss for the period

 

-

 

-

 

-

(1,285,097)

 

(1,285,097)

Total comprehensive loss for the period

 

-

 

-

 

-

(1,285,097)

 

(1,285,097)

Issue of share capital (net of issue costs)

 

350,000

 

2,912,895

 

-

-

 

3,262,895

Grant of options/warrants

 

-

 

(104,684)

 

104,684

-

 

-

Balance as at 30 April 2023

 

1,370,087

 

10,741,249

 

567,698

(5,370,186)

 

7,308,848

Loss in the period

 

-

 

-

 

-

(389,090)

 

(389,090)

Total comprehensive loss for the period

 

-

 

-

 

-

(389,090)

 

(389,090)

Issue of share capital

 

-

 

-

 

-

-

 

-

Balance as at 31 October 2023

 

1,370,087

 

10,741,249

 

567,698

(5,759,276)

 

6,919,758

 

 

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

 

  1. GENERAL INFORMATION

The principal activity of the Company is to establish strategic and portfolio investment opportunities in Social Commerce, Life Sciences and Natural Resources.

 

WeCap plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 07603259). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS.

  1. BASIS OF PREPARATION

These condensed interim financial statements for the period ended 31 October 2023 have been prepared in accordance with the Aquis rules for Companies.  As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2023, which have been prepared in accordance with UK-adopted International Accounting Standards.

The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006.  It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of the UK-adopted International Accounting Standards.  Statutory financial statements for the year ended 30 April 2023 were approved by the Board of Directors on 30 October 2023 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was unqualified.

 

 

  1. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

 

 

 

 

Six months to

31 Oct 2023

Year ended

30 April 2023

 

Six months to 31 Oct 2022

 

 

 

 

Earnings (£)

(389,090)

(1,454,657)

(169,560)

 

 

 

 

Weighted average number of shares (No.)

345,347,350

265,950,090

205,347,350

Effect of dilutive securities – options and warrants

23,362

23,362

96,387

 

345,370,712

265,973,452

205,443,737

 

Basic Earnings per share (£)

(0.001)

(0.005)

(0.0008)

 

 

 

 

Diluted Earnings per share (£)

(0.001)

(0.005)

(0.0008)

 

 

 

 

  1. CALLED UP SHARE CAPITAL

As at the end of the reporting period the issued share capital in the Company was as follows:

 

 

At 31 October 2023

(unaudited)

 

At 30 April  2023

(audited)

 

At 31 October 2022

(unaudited)

 

No.

 

No.

 

No.

Ordinary shares of £0.0025

345,347,350

 

345,347,350

 

205,347,350

Deferred shares of £0.2475

2,047,350

 

2,047,350

 

2,047,350

 

Equity comprises the following:

Share capital:  represents amounts subscribed for shares at nominal value

Share premium: represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

Retained earnings: represents the accumulated profits and losses attributable to equity shareholders.

Other reserves represents amounts attributable to share based payments with the fair value of these payments being measured at grant date and charged to the income statement. The corresponding entry is credited to other reserves.

 

 

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