Month: March 2017

Falcon Media House Limited

Interim Results

Falcon, the international media group focused on the over-the-top (‘OTT’) video streaming market, announces its interim results for the 12-month period ending 31 December 2016.

Chairman’s Statement

Our listing on the London Stock Exchange’s Main Market and accompanying £4 million fundraise marks an exciting step in Falcon’s transformation into a leading OTT global internet broadcast media group.  Based around our revolutionary software, Q-flow, which is proven to kill buffering, we are focused on providing a service that delivers across the core areas of the OTT market: seamless streaming, direct distribution, and compelling content.  In line with this, we have changed our name to Falcon Media House to more accurately reflect our strategy.

Our excitement for the Company’s future is accelerated by the market we have entered.  The OTT market is projected to grow from US$28 billion in 2015 to US$62 billion by 2020, with consumers demanding streamed entertainment ‘anytime, anywhere and on any device’.  A growing majority of millennials use streaming video services, such as Netflix, Amazon Prime Instant and Maxdome more than they would an ordinary television.  Significantly, however, the 35-74 age group is also now subscribing to Subscription Video on Demand (‘S-VOD’) in greater numbers too.

Within this growing market, we identified sports and sports lifestyle programming as a key target market.  In line with this, utilising our distribution and content divisions, Teevee and Teevee Makers, we have made great advances as we look to achieve in the live sports video market what the likes of Netflix have accomplished with films.  We have already signed agreements to acquire broadcasting rights to certain champion games and special events sponsored by the Eastern College Athletic Conference (‘ECAC’), the largest US east coast sports college franchise, as well as other notable opportunities.

This is a very exciting time for Falcon: our market fundamentals are excellent; our cutting-edge technology is rapidly gaining recognition; we have contracts with leading players including Tata Communications; and the Company has cash in the bank to accelerate its strategy to become a leader in the OTT market.

I would like to thank shareholders for their continued support and the team for their dedication and help in ensuring Falcon’s success.   We look forward to the future with confidence.

Gert Rieder

Executive Chairman

Interim Management Report

Change of Accounting Reference Date

As a result of the acquisition of Orbital Multi Media Holdings Corporation (“OMMH”) and Teevee Networks Limited (the “Acquisitions”), and as disclosed in the Prospectus published on 20 March 2017, the Board resolved to change the accounting reference date for Falcon Acquisitions Limited to 31 March, for consistency with the acquired businesses.  The next audited accounts for the Falcon will be prepared for the 15-month period ending 31 March 2017.  The Company has therefore prepared an Interim Report covering the twelve months to 31 December 2016 in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority (“FCA”).

Activity in the Period

On 18 January 2016 Falcon Acquisitions Limited was admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s (“LSE”) main market for listed securities.  The focus during the first-half of 2016 was on fulfilling the initial phase of the Company’s strategy to identify exciting opportunities within the OTT market and make a foundation acquisition that would provide a foothold in what the Directors believe is a burgeoning sector.

Following the assessment of a number of promising prospects, the Company agreed terms to acquire a leading Hong Kong based OTT video streaming technology company, OMMH and signed a conditional agreement which resulted in the Company’s shares being suspended from the London Stock Exchange on 25 July 2016.

Having successfully raised £163,000 in June 2016, this, in conjunction with the £3.95 million proceeds from the initial and a secondary fundraise in January and April 2016 respectively, places Falcon in a strong cash position to support the development of its OTT service offering. The Company spent £2.13 million in 2016, with a large proportion of this related to the due diligence and preparation for the reverse take-over. With the successful re-admission and the raise of £4 million the reverse take-over was completed on 27 March 2017.

With the key appointment of Richard Baker as a non-executive director, bringing significant experience and knowledge of the OTT space following over 20 years of high-level experience, the Falcon Board has been bolstered and now includes experience across a number of key sectors including telecommunications, technology, digital media and finance, ensuring the Company is well placed for the next stage of its development.

The Company held its first AGM in May 2016 and an EGM in November 2016 to consider certain changes to the Company’s Articles of Association and approve changing the name of the Company to Falcon Media House Limited.  All proposed resolutions were duly passed and the Company changed its name on 28^th March 2017, following the successful re-listing.

Future Developments

Following the completion of the Acquisitions and re-admission to trading, Falcon has become an operating entity and the Board’s focus has moved from making a successful acquisition to operating a successful business. The integration of the acquired businesses and the build-out of the Falcon platform will be the key-focus for the months ahead and a full update will be provided in the Annual Report due to be published in July 2017.

Financial Statements

Condensed Consolidated Statement of Financial Position

The condensed statement of financial position as at 31 December 2016 is set out below:

		As at 31 December 2016	As at 31 December 2015
	Note	£’000	£’000
Assets
Current Assets
Cash and cash equivalents	5	400	139
Prepayments	6	97	10
Receivables	6	45	–
Total Current Assets		542	149
Non-Current Assets
Financial Assets	7	928	–
Intangible Assets	8	855	–
Total Non-Current Assets		1,783	–
Total Assets		2,325	149

 

Equity and Liabilities
Capital and Reserves
Share Capital	4	312	44
Share Premium	4	3,372	137
Accumulated Deficit		(2,299)	(169)
Translation Reserve		(3)
Total Equity attributable to Equity Holders		1,382	12
Current liabilities
Trade and other Payables	9	233	93
Short-term Payables	9	224	–
Other Creditors		–	8
Accruals		19	36
Total Current Liabilities		476	137
Long-term Payables	9	467	–
Total Non-Current Liabilities		467	–
Total equity and liabilities		2,325	149

 

As approved and authorised for issue by the Board of Directors on 30 March 2017 and signed on its behalf by:

Gert Rieder

Executive Chairman

30 March 2017

Condensed Consolidated Statement of Comprehensive Income

The condensed statement of comprehensive income of the Group for twelve month period from 1 January 2016 to 31 December 2016 is set out below:

 

		Period ended 31 December 2016	Period ended 31 December 2015
	Note	£’000	£’000
Personnel expenses	10	(210)	–
Administrative expenses		(1,887)	(169)
Amortisation	8	(34)	–
Operating loss		(2,131)	(169)
Finance income	12	24	–
Finance cost	12	(23)	–
Financial income, net		1	–
Loss before income taxes		(2,130)	(169)
Income tax expense	13	–	–
Loss after taxation		(2,130)	(169)
Loss for the period		(2,130)	(169)
Other comprehensive income		–	–
Total comprehensive loss attributable to owners of the parent		(2,130)	(169)
Loss per share
Basic and diluted	14	(0.07)	(0,07)

Condensed Consolidated Statement of Changes in Equity

The statement of changes in equity of the Group from 31 December 2015 to 31 December 2016 is set out below:

 

		Share capital	Share Premium	Accumulated deficit	Total
		£’000	£’000	£’000	£’000
As at 31 December 2015		44	137	(169)	12
Total comprehensive loss for the period		–	–	(2,130)	(2,130)
Translation reserve		–	–	(3)	(3)
Transaction with owners		268	3,235	–	3,503
As at 31 December 2016		312	3,372	(2,302)	1,382

 

Share capital comprises the Ordinary Shares and the Founder Share issued by the Group.

Share premium has been reduced by a total of £ 260,000 as expenses in relation to the issue of ordinary shares on admission to the London Stock Exchange’s main market.

Retained earnings represent the aggregate retained earnings of the Group.

Consolidated Statement of Cash Flows

The cash flow statement of the Group from 01 January 2016 to 31 December 2016 is set out below:

 

	Twelve month period ended 31 December 2016	Twelve month period ended 31 December 2015
	£’000	£’000
Cash flow from operating activities
Loss for the period before taxation	(2,130)	(169)
Depreciation / amortisation	34	–
Operating cash flows before movements in working capital	(2,096)	(169)
Increase in debtors	(132)	(10)
Increase in trade and other payables	806	137
Net cash used in operating activities	(1,426)	(42)
Loans to companies	(928)	–
Investments in Intangible Assets	(889)	–
Net cash outflow from investing activities	(1,817)	–
Issue of Shares	3,763	350
Expenses in relation to issue of shares	(260)	(169)
Net cash generated from financing activities	3,503	181
Net increase in cash and cash equivalents	261	139
Cash and cash equivalent at beginning of period	139	–
Unrealized FX movement	(3)	–
Cash and cash equivalent at end of period	400	139

 

Notes to the unaudited condensed interim report

1. GENERAL INFORMATION

The Group was incorporated under the section II of the Companies Law 2008 in Guernsey on 29 January 2015, it is limited by shares and has registration number 59731.

The Group seeks to make one or more acquisitions of companies or businesses with a focus on opportunities in the media and technology sectors.

The Group’s registered office is located at 55 Mount Row, St Peter Port, Guernsey, GY1 1NU, Channel Islands.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

By founding the subsidiary TeeVee Media and Production Ltd in 2016, Falcon became a Group and will publish consolidated financials in the future.

The unaudited condensed interim report for the period ended 31 December 2016 has been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements as at the year ended 31 December 2015. The results for the period ended 31 December 2016 are unaudited.

The unaudited condensed interim report for the period ended 31 December 2016 has adopted accounting policies consistent with those for the year ended 31 December 2015.

Comparative figures

The comparative figures presented in the condensed consolidated interim report for the period ended 31 December 2015 cover the period from incorporation on 29 January 2015 to 31 December 2015.

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and have not been adopted in the unaudited condensed interim report. The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Group in future periods.

Going concern

The unaudited condensed interim report has been prepared on the assumption that the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of publishing of the unaudited condensed interim report.

Following the financing of £ 4 million received in connection with the re-admission, a review of ongoing and expected performance and cash flows of the Group including the newly acquired companies, the Directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future.

Principles of consolidation and equity accounting

Subsidiaries

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has the right 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.

The group applies the acquisition method to account for business combinations.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

There group does neither hold associated entities nor investments under the equity method.

Changes in ownership interests

The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received would be recognised in a separate reserve within equity attributable to owners of Falcon Media House Limited.

Disposal of subsidiaries

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

Foreign Currency Translation

Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented British Pounds (GBP), which is Falcon Media House functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. Foreign exchange gains and losses are presented in the statement of profit or loss, within finance income or finance costs.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.

Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
• all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

Receivables

Receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

Intangible assets

Trademarks and Licenses

Separately acquired trademarks and licenses are shown at historical cost. Trademarks and licenses acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortisation.

Samples, Models, Plans

Costs directly attributable to the development or production of samples, models or plans are capitalised as intangible assets only when technical feasibility of the project is demonstrated, the group has an intention and ability to complete and use the samples, models or plans and the costs can be measured reliably.

Amortisation methods and useful lives

The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:

• Licensing:                                               duration of contract
• Samples, models or plans:              duration of contract/ production

Financial assets

Classification

The group classifies its financial assets in the following categories:

• financial assets at fair value through profit or loss,
• loans and receivables,
• held-to-maturity investments, and
• available-for-sale financial assets.

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting period.

As the Group just holds loans and receivables the following explanations will focus on that.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method.

Interest on loans and receivables calculated using the effective interest method is recognised in the statement of profit or loss as part of revenue from continuing operations.

Impairment

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Assets carried at amortised cost

For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

Payables

Payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. The amounts are unsecured and are classified as current liabilities if payment is due within one year. If not they are presented as non-current liabilities.

Payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary Shares and Founder Shares are recorded at nominal value and proceeds received in excess of nominal value of shares issued, if any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs incurred directly to the issue of shares are accounted for as a deduction from share premium, otherwise they are charged to the income statement.

3.        BUSINESS SEGMENTS

For the purpose of IFRS8, the Chief Operating Decision Maker “CODM” takes the form of the board of directors. The Directors are of the opinion that the business of the Group comprises a single activity, being the identification and acquisition of target companies or businesses in the media and technology sectors.

4. SHARE CAPITAL

Each Ordinary Share ranks pari passu for Voting Rights, dividends and distributions and return of capital on winding up.

On 29 January 2015, the Group was incorporated and had an issued share capital of one hundred (100) ordinary shares of £0.01 each.

On 27 July 2015, an additional 4,375,000 ordinary shares were issued at £0.08 per share to the sole shareholder, GSC SICAV plc – GSC Global Fund, for a cash consideration of £350,000. As a result, a share capital of £43,750 and a share premium of £306,250 were recognised.

On 16 September 2015 one Founder Share was issued to the founder, GSC SICAV plc – GSC Global Fund, for a cash consideration of £8. As a result, a share capital of £0.01 and a share premium of £7.99 were recognised. The Founder Share is a separate class which is non-voting and which gives the holder certain rights, including the right to appoint up to three directors until immediately on the occurrence of a Founder Share Conversion Event.

On 18 January 2016 the Group was admitted to trading at the London Stock Exchange. In the context of the IPO the Group issued 16 million shares at £0.10 per Ordinary Share, raising £ 1.6 million.

On 21 April 2016 the Group issued 10,000,000 shares at a price of £ 0.20 per Ordinary Share, raising £ 2 million.

On 17 June 2016 the Group issued further 815,000 shares at a price of £ 0.20 per Ordinary Share, raising £ 163,000.

All shares have been fully paid in. All Ordinary Shares rank pari passu.

On 31 December 2016, the number of Ordinary Shares authorised for issue was unlimited.

 5. CASH AND CASH EQUIVALENTS

£’000	2016	2015
Cash at bank and in hand	400	139
Total cash and cash equivalents	400	139

 

6. TRADE AND OTHER RECEIVABLES

£’000	2016	2015
Prepayments	97	10
Receivables	45	–
Total trade and other receivables	142	10

The prepayments mainly consist of prepaid expenses for management and accounting fees.

7. 7.         FINANCIAL ASSETS

£’000	2016	2015
Long-term Loans	898	–
Rent Deposits	30	–
Total Financial Assets	928	–

 

A long-term loan with a maximum amount of 1.5 million GBP was agreed with Quiptel Hong-Kong Ltd in advance of the planned acquisition of this company to support their working capital needs. The loan accrues interest at 6% per annum payable at the end of a term of 5 years. The rent deposits represent deposits for the office space of the Group.

8. INTANGIBLE ASSETS

£’000		Licenses	Samples	Total
Cost
At 31 December 2015		–	–	–
Additions		812	77	889
Foreign exchange difference		–	–	–
At 31 December 2016		812	77	889
Accumulated amortisation
At 31 December 2015		–	–	–
Amortisation charged in period		(34)	–	(34)
At 31 December 2016		–		(34)
Carrying amount
At 31 December 2016		778	77	855

 

On 20 October 2016, TVMP entered into an agreement with Eastern College Athletic Conference (ECAC) to televise and distribute ECAC games and events within the next four years. A contract value of USD 1 million was agreed, payments were scheduled along the contract time. The asset will be amortised over the 4 year contract period.

Under samples the costs for producing a demo-tape regarding a TV-show in the US are capitalised.

9.         TRADE AND OTHER PAYABLES

£’000	2016	2015
Current
Trade and other Payables	233	101
Short-term contractual obligations	224
Accrued expenses	19	36
Total Current	476	137
Non-Current
Long-term contractual obligations	467	–
Total Non-Current	467	–
Total trade and other payables	943	137

 

Both the short-term as well as the long-term contractual obligations present the scheduled payments of the ECAC-contract (please refer to note 8), short-term payments are due within one year from the reporting date.

As at 31 December 2016, the trade and other payables were classified as financial liabilities measured at fair value through profit or loss. A maturity analysis of the Group’s trade payables due in less than one year is as follows:

 

		As at 31 December 2016	As at 31 December 2015
£’000
0 to 3 months		233	101
3 to 6 months		–	–
6 months +		–	–
Total		233	101

 

10.       EMPLOYEE BENEFITS AND EXPENSES

£’000	2016	2015
Wages and salaries	86	–
Bonus	82	–
Social insurance expense	10	–
Other personnel expenses	2	–
	180	–

 

11. DIRECTOR’S EMOLUMENTS

The three Directors received emoluments of £10,000 each, total £30,000 during the period under review. The Directors were the key management personnel.

In addition to his role as a director, Gert Rieder as the CEO of the Group also received bonus payments for the successful IPO as well as for the fundraising of £ 57,500 which are included in note 10. He also received via Icelia AG the following emoluments:

£’000	2016	2015
Wages and salaries	52	–
Social security	14	–
Moving Expenses	24	–
Other personnel expenses	20	–
	110	–

 

As Gert Rieder was employed via Icelia AG, these expenses were accounted for as management consulting fees under administrative expenses.

12. FINANCE INCOME AND COST

£’000	2016	2015
Revenues from FX differences	9	–
Interest income	15
Finance income	24	–
Bank charges	(7)	–
Expenses from FX differences	(15)	–
Other finance costs	(1)	–
Finance costs	(23)	–

 

13.       TAXATION

The Group is subject to income tax at a rate of nil in Guernsey and around 15% in the US, as at 31 December 2016.

14. LOSS PER SHARE

The calculation for earnings per Ordinary Share (basic and diluted) for the relevant period is based on the profit after income tax attributable to equity Shareholder for the period 1 January 2016 to 31 December 2016 and is as follows:

Loss attributable to equity shareholders (£)	(2,130,126)
Weighted average number of ordinary shares	29,361,509
Loss per ordinary share (£)	(0.07)

 

Earnings and diluted earnings per Ordinary Share are calculated using the weighted average number of Ordinary Shares in issue during the period.  There were no dilutive potential Ordinary Shares outstanding during the period.

15. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The Group is exposed through its operations to credit risk and liquidity risk. In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group ‘s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout this unaudited condensed interim report.

Financial instruments

The financial instruments used by the Group, from which financial instrument risk arises, are cash and cash equivalents of £ 400,000.

The risk associated with the cash and cash equivalents is that the Group’s bank will enter financial distress and be unable to repay the Group its cash on deposit.  To mitigate this risk, cash and cash equivalents are only lodged with independent financial institutions designated with minimum rating “A”.

The risk associated with loans is that the counterparty will not be able to repay the outstanding interest and debt.

The risk associated with the other payables is that the Group will not have sufficient funds to settle the liability when it falls due. The Directors seek to maintain a cash balance sufficient to meet expected requirements for a period of at least 45 days.

General objectives, policies and processes

The Directors have overall responsibility for the determination of the Group ‘s risk management objectives and policies.  Further details regarding these policies are set out below:

Credit risk

The Group’s credit risk arises from cash and cash equivalents with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating “A” are accepted.

The Group had one outstanding loan to Quiptel Hong-Kong Limited, which as of the date of readmission to the London Stock Exchange 27 March 2017, became a 100% indirect subsidiary of the Group.

Liquidity risk

Liquidity risk arises from the Directors’ management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Directors’ policy is to ensure that the Group will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet expected requirements for a period of at least 45 days.

The Directors have prepared cash flow projections on a monthly basis through to 31 December 2018.  At the end of the period under review, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

16        CAPITAL RISK MANAGEMENT

The Directors’ objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. At the date of these unaudited condensed interim report, the Group had been financed by equity. In the future, the capital structure of the Group is expected to consist of borrowings and equity attributable to equity holders of the Group, comprising issued share capital and reserves.

17        SUBSEQUENT EVENTS

On 27 March the Group was re-admitted to trading on the London Stock Exchange. With this Re-admission the Group has acquired the businesses of Quiptel Shen Zhen, Quiptel Hong Kong and Orbital Multi Media Holdings (The Quiptel Group) as well as TeeVee Networks Limited. At the same time the Group raised £ 4 million in financing from the market and issued 12,000,000 ordinary shares and 4,000,000 preferred shares each at the price of £ 0.25 per share. The Group’s total shares in issue are 55,410,266 ordinary shares and 23,722,685 preferred shares per 27 March 2017.

The Quiptel Group acquisition

The Group has acquired the Quiptel Group for a total consideration of £ 8,500,000. The consideration is paid with the readmission and the issuance of 10,785,713 ordinary shares of £ 0.01 at £ 0.35 each and 13,499,997 preferred shares of £ 0.01 at £ 0.35 each. In addition to the consideration paid, the Group will pay additional variable cash amounts equal to 30% of the amount by which the consolidated EBITA of Orbital Multi Media Holdings exceeds £ 2,500,000 for each of the financial years ending 31 March 2016, 2017 and 2018.

The Group has granted an unsecured interest free working capital loan to the Quiptel Group of £1,081,000.

All information in relation to the acquisition can be found in the Group’s prospectus on its website under http://falconmediahouse.com/assets/downloads/corporate/falcon-acquisitions-limited-prospectus.pdf .

The TeeVee Networks Limited Acquisition

The Group has acquired TeeVee Networks Limited for a consideration of £ 500,000. The consideration is paid with the readmission and the issuance of 1,428,571 preferred shares of £ 0.01 at £ 0.35 each.

All information in relation to the acquisition can be found in the Group’s prospectus on its website under http://falconmediahouse.com/assets/downloads/corporate/falcon-acquisitions-limited-prospectus.pdf .

The Group granted an unsecured interest free working capital loan of £ 80,000 to TeeVee Networks Limited.

18        GROUP STRUCTURE

The group had the following active subsidiary as of 31 December 2016:

Name	Country of incorporation and place of business	Nature of business	Proportion of ordinary shares held directly by parent (%)	Portion of ordinary shares held by the group (%)
TeeVee Media and Production Ltd.	USA	Media production company	100	100

19        ULTIMATE CONTROLLING PARTY

As at 31 December 2016, no one entity owns more than 50% of the issued share capital. Therefore the Group does not have an ultimate controlling party.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**ENDS**

 

For more information please contact:

 

Falcon Gert Rieder	info@falconmediahouse.com
St Brides Partners Ltd (PR) Lottie Brocklehurst / Isabel de Salis / Frank Buhagiar	+44 (0) 20 7236 1177
Nuovo Capital LLP (Financial Adviser and Joint Broker) Simon Leathers / Anthony Rowland	+44 (0) 20 3515 0230
Shard Capital Partners LLP Damon Heath   Erik Woolgar	+44 (0) 20 7186 9952    damon.heath@shardcapital.com +44 (0) 20 7186 9964    erik.woolgar@shardcapital.com

This information is provided by RNS

The company news service from the London Stock Exchange

Horizonte Minerals Plc

AWARD OF OPTIONS

Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) (‘Horizonte’ or ‘the Company’) the nickel development company focused in Brazil, has on the basis of the recommendation of its Remuneration Committee and in accordance with the rules of the Company’s 2006 Option Scheme and Enterprise Management Incentive Scheme, awarded 41,000,000 options over ordinary shares of 1p each in the capital of the Company (‘the Awarded Options’) to directors and senior management. The Awarded Options include the following amounts to a director or officer of the Company:

 

Director	Number of Options
Executive Director – Jeremy Martin	7,000,000
Non-Executive Director – David Hall	5,500,000
Non-Executive Director – William Fisher	4,500,000
Non-Executive Director – Owen Bavinton	4,500,000
Non-Executive Director – Allan Walker	4,500,000
Chief Financial Officer – Simon Retter	3,000,000

 

All of the Awarded Options have an exercise price of 3.20p. One third of the options are exercisable six months from the date of issue, one third 12 months from the date of issue and one third 18 months from the date of issue. The total number of options outstanding is 96,200,000 which represents 8.2 per cent. of the current issued share capital of 1,171,934,300 ordinary shares.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jeremy Martin
	Reason for the notification
a)	Position/status:	Executive Director
b)	Initial notification/Amendment:	Initial Notification
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Horizonte Minerals Plc
b)	LEI:	n/a
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of  1 penny per share GB00B11DNM70
b)	Nature of the transaction:	Award of options
c)	Price(s) and volume(s):	Price(s) Volume(s) 3.2p 7,000,000
d)	Aggregated information: ·         Aggregated volume: ·         Price:	Single transaction as in 4 c) above Price(s) Volume(s) n/a n/a
e)	Date of the transaction:	31 March 2017
f)	Place of the transaction:	London Stock Exchange

 

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	David Hall
	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial Notification
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Horizonte Minerals Plc
b)	LEI:	n/a
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of  1 penny per share GB00B11DNM70
b)	Nature of the transaction:	Award of options
c)	Price(s) and volume(s):	Price(s) Volume(s) 3.2p 5,500,000
d)	Aggregated information: ·         Aggregated volume: ·         Price:	Single transaction as in 4 c) above Price(s) Volume(s) n/a n/a
e)	Date of the transaction:	31 March 2017
f)	Place of the transaction:	London Stock Exchange

 

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	William Fisher
	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial Notification
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Horizonte Minerals Plc
b)	LEI:	n/a
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of  1 penny per share GB00B11DNM70
b)	Nature of the transaction:	Award of options
c)	Price(s) and volume(s):	Price(s) Volume(s) 3.2p 4,500,000
d)	Aggregated information: ·         Aggregated volume: ·         Price:	Single transaction as in 4 c) above Price(s) Volume(s) n/a n/a
e)	Date of the transaction:	31 March 2017
f)	Place of the transaction:	London Stock Exchange

 

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Owen Bavinton
	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial Notification
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Horizonte Minerals Plc
b)	LEI:	n/a
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of  1 penny per share GB00B11DNM70
b)	Nature of the transaction:	Award of options
c)	Price(s) and volume(s):	Price(s) Volume(s) 3.2p 4,500,000
d)	Aggregated information: ·         Aggregated volume: ·         Price:	Single transaction as in 4 c) above Price(s) Volume(s) n/a n/a
e)	Date of the transaction:	31 March 2017
f)	Place of the transaction:	London Stock Exchange

 

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Allan Walker
	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial Notification
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Horizonte Minerals Plc
b)	LEI:	n/a
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of  1 penny per share GB00B11DNM70
b)	Nature of the transaction:	Award of options
c)	Price(s) and volume(s):	Price(s) Volume(s) 3.2p 4,500,000
d)	Aggregated information: ·         Aggregated volume: ·         Price:	Single transaction as in 4 c) above Price(s) Volume(s) n/a n/a
e)	Date of the transaction:	31 March 2017
f)	Place of the transaction:	London Stock Exchange

 

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Simon Retter
	Reason for the notification
a)	Position/status:	Chief Financial Officer
b)	Initial notification/Amendment:	Initial Notification
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Horizonte Minerals Plc
b)	LEI:	n/a
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of  1 penny per share GB00B11DNM70
b)	Nature of the transaction:	Award of options
c)	Price(s) and volume(s):	Price(s) Volume(s) 3.2p 3,000,000
d)	Aggregated information: ·         Aggregated volume: ·         Price:	Single transaction as in 4 c) above Price(s) Volume(s) n/a n/a
e)	Date of the transaction:	31 March 2017
f)	Place of the transaction:	London Stock Exchange

 

* * ENDS * *

 For further information visit www.horizonteminerals.com or contact:

 

Jeremy Martin	Horizonte Minerals plc	Tel: +44 (0) 20 7763 7157
David Hall	Horizonte Minerals plc	Tel: +44 (0) 20 7763 7157
Emily Morris Christopher Raggett James Thompson	finnCap Ltd (Corporate Broking) finnCap Ltd (Corporate Finance) finnCap Ltd (Corporate Finance)	Tel: +44 (0) 20 7220 0500 Tel: +44 (0) 20 7220 0500 Tel: +44 (0) 20 7220 0500
Anthony Adams	finnCap Ltd (Corporate Finance)	Tel: +44 (0) 20 7220 0500
Damon Heath	Shard Capital  (Joint Broker)	Tel: +44 (0) 20 7186 9952
Erik Woolgar	Shard Capital (Joint Broker)	Tel: +44 (0) 20 7186 9952
Lottie Brocklehurst Elisabeth Cowell	St Brides Partners Ltd (PR) St Brides Partners Ltd (PR)	Tel: +44 (0) 20 7236 1177 Tel: +44 (0) 20 7236 1177

 

About Horizonte Minerals:

Horizonte Minerals plc is an AIM and TSX-listed nickel development company focused in Brazil, which wholly owns the advanced Araguaia nickel laterite project located to the south of the Carajas mineral district of northern Brazil.  The Company is developing Araguaia as the next major nickel mine in Brazil, with targeted production by 2019.

The Project has good infrastructure in place including rail, road, water and power.

Horizonte has a strong shareholder structure including Teck Resources Limited 17.9%, Henderson Global Investors 14.1%, Richard Griffiths 14.5%, JP Morgan 8.4%, Hargreave Hale 6.4% and Glencore 6.4%.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact relating to the Company, certain information contained in this press release constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s current or future property mineral projects; the success of exploration and mining activities; cost and timing of future exploration, production and development; the estimation of mineral resources and reserves and the ability of the Company to achieve its goals in respect of growing its mineral resources; and the realization of mineral resource and reserve estimates. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: exploration and mining risks, competition from competitors with greater capital; the Company’s lack of experience with respect to development-stage mining operations; fluctuations in metal prices; uninsured risks; environmental and other regulatory requirements; exploration, mining and other licences; the Company’s future payment obligations; potential disputes with respect to the Company’s title to, and the area of, its mining concessions; the Company’s dependence on its ability to obtain sufficient financing in the future; the Company’s dependence on its relationships with third parties; the Company’s joint ventures; the potential of currency fluctuations and political or economic instability  in countries in which the Company operates; currency exchange fluctuations; the Company’s ability to manage its growth effectively; the trading market for the ordinary shares of the Company; uncertainty with respect to the Company’s plans to continue to develop its operations and new projects; the Company’s dependence on key personnel; possible conflicts of interest of directors and officers of the Company, and various risks associated with the legal and regulatory framework within which the Company operates.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

 

This information is provided by RNS

The company news service from the London Stock Exchange

 

Diversified Gas & Oil PLC

Acquisition of producing Gas and Oil Wells in Ohio and Pennsylvania

Diversified Gas & Oil PLC (AIM: DGOC), a US based gas and oil producer, announced on 24 February 2017 the acquisition of the package of 1,300 producing gas and oil wells in the states of Ohio and Pennsylvania (the “Acquisition”).  The Company is pleased to confirm that the Acquisition will close on or before 14 April 2017.

As previously announced, the Acquisition will increase DGO’s gross gas production by 14% to approximately 30,000 Mcfd and gross oil production by 23% to approximately 110 bopd.  The cash consideration of $1.75m has been met from the Company’s existing resources.

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

Diversified Gas & Oil PLC Rusty Hutson Jr., Chief Executive Officer Brad Gray, Finance Director www.diversifiedgasandoil.com	+ 1 (205) 408 0909
Smith & Williamson Corporate Finance Limited (Nominated Adviser & Joint Broker) Russell Cook Katy Birkin	+44 20 7131 4000
Mirabaud Securities LLP (Lead Broker) Peter Krensmovie A Family Man 2017 Edward Haig-Thomas	+44 20 3167 7221
Buchanan (Financial Public Relations) Ben Romney Chris Judd Henry Wilson dgo@buchanan.uk.com	+44 20 7466 5000

About Diversified Gas & Oil

Diversified Gas & Oil PLC owns and operates gas and oil producing wells in the Appalachian Basin, one of the largest oil and gas fields in the US.  The Company was founded in 2001 and has grown rapidly in recent years, capitalising upon opportunities to acquire conventional, low risk gas and oil producing assets.  DGO was admitted to trading on AIM in February 2017, raising $50 million from institutional and other investors.

This information is provided by RNS

The company news service from the London Stock Exchange

 

Path Investments plc

First Day of Dealings

 

Path Investments plc, an energy investment company, is pleased to announce the successful placing of 140,000,000 new ordinary shares of £0.001 each in the Company (the “Placing”) at a Placing Price of 1 pence each and the admission of its entire share capital, being 162,014,596 ordinary shares of £0.001 each (“Ordinary Shares”), to the Standard Listing segment of the Official List and to trading on the Main Market of the London Stock Exchange (“Admission”).  Shard Capital is acting as Broker and Financial Adviser.

Path has a global focus on energy assets, currently concentrating on the onshore oil and gas markets and is targeting oil and gas production, or near production, assets which possess a lower risk profile than exploration or development assets.

Against the background of a sharp decline in the oil price over the last three years, the Company believes that there is a significant opportunity to acquire interests in assets owned by financially distressed exploration led oil and gas companies. Where possible Path will make direct investments in assets in order to establish a greater degree of control over risk management, investment decisions and cash flows.

The Company has raised gross proceeds of £1.4 million under the Placing, which will be used to facilitate its investment strategy and working capital, as well as covering the listing costs.

Prospectus

Copies of the Prospectus published by the Company in connection with Admission has been published on the Company’s website at http://pathinvestmentsplc.com and is also available at the FCA’s Document Storage Mechanism at http://morningstar.co.uk/uk/NSM. Hard copies of the Prospectus will also be available during normal business hours at the office of the Company’s Broker and Financial Adviser, Shard Capital, at 23rd Floor, 20 Fenchurch St, London EC3M 3BY.

Christopher Theis, Chief Executive of Path, commented: “This listing represents a new chapter for Path Investments and we are looking forward to executing our investment strategy and realising value for our new and existing shareholders in the future.”

 

Enquiries:

Path Investments plc Christopher Theis (CEO) Andy Yeo (COO)	020 8371 3000
Shard Capital (Broker and Financial Adviser) Simon Leathers Damon Heath Erik Woolgar	020 3463 4990
IFC Advisory (Financial PR & IR) Tim Metcalfe Graham Herring Heather Armstrong Miles Nolan	020 3053 8671

 

Notes to Editors:

Path Investments is an investment company with the objective of acquiring oil and gas production, or near production, assets which possess a lower risk profile than exploration or development assets. The company has a highly experienced management team and has a worldwide pipeline of potential opportunities.

This information is provided by RNS

The company news service from the London Stock Exchange

HORIZONTE STARTS FEASIBILITY STUDY DRILL PROGRAMME AT ARAGUAIA NICKEL PROJECT

 

30 March 2017 – Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) (‘Horizonte’ or ‘the Company’) the nickel development company focused in Brazil, is pleased to announce that it has appointed Geotechreserves Do Brasil – Serviços De Perfurações E Sondagens Ltda (‘Geotechreserves’) to conduct the diamond drilling associated with the Feasibility Study (‘FS’) for its 100%-owned Araguaia nickel project (‘Araguaia’ or ‘the Project’).

Highlights:

• The drilling programme will comprise of approximately 1,500 metres and will be focused on:
• Providing an estimation of in situ ore tonnes for an area selected for trial excavation
  • Undertaking geotechnical drilling over the pit areas, the site of the Rotary Kiln Electric Furnace (‘RKEF’) plant and cooling water dam site
  • A number of holes will be drilled to monitoring water levels around the plant site and pits as part of larger on-going hydrogeology and hydrology studies
  • Drilling commenced on 27 March 2017 in line with the FS schedule
• Feasibility Study due for completion by the end of 2017

Horizonte CEO Jeremy Martin said, “The Feasibility Study at Araguaia is now fully underway.  Having successfully completed the project kick-off meeting on site which was attended by all of our consulting groups during the second week of March, the drill programme will provide data which will form an integral part of the Feasibility Study.  This includes detailed information of the trial excavation programme as well as geotechnical information over the planned process plant site which will be used to design the foundations and the main structures that support the electric furnace and kiln.  We look forward to providing updates on this programme, as well as in respect to our other work streams including site engineering, mining, and the permitting progress, in the coming months.”

Further Details

The drilling over the area selected for trial excavation comprises 25 holes in a 5m x 5m grid.  Mining engineering consultants identified the site to be excavated based on the profile of the site geology.  The sustainability team then worked with engineers to optimise the site, thus ensuring no water courses or native reserves will be impacted by the excavation.  Rehabilitation plans have been delivered to both environmental and mining agencies. The data from this drilling will be used for estimation of in situ ore tonnes and grade, waste tonnes and grades and metal mass for reconciliation with the eventual mined material.  The drilling will assess short scale variability which will enable the Company to optimise grade and compositional control procedures for commercial mining.  It will also enable the Company to confirm the sizing of mining equipment required.

The additional drilling for geotechnical sampling and test work will comprise approximately 50 holes for a total of 800m.  These are to be located in pits in the mining areas, within the area selected for the process plant and in associated infrastructure including the cooling water dam.  The data generated from this geotechnical programme will be used to determine the load capacity of the ground and foundation design for the process plant site and principle engineered structures.

As part of hydrogeology studies within the pits in the mining areas additional holes will be drilled in selected areas to monitor water levels around pump test wells. This work will comprise approximately 9 holes for a total of 225m.  The hydrogeology work will allow site water balances to be calculated which in turn will be linked to overall water use for the RKEF process plant and associated infrastructure.

The Araguaia Nickel Project

Araguaia, which is 100% owned by Horizonte, is located on the eastern margin of the State of Pará, north-eastern Brazil, to the north of the town of Conceição do Araguaia (population of 46,206), south of the main Carajás Mining District.

The Project has good regional infrastructure including a network of Federal highways and roads, with access to low tariff hydro-electric power.  The Carajás Mining District, situated approximately 200km northwest of Araguaia, is host to a number of major iron and copper mines operated by mining major Vale SA.

The Pre-Feasibility Study released in October 2016 considers open pit mining for the exploitation of nickel laterite to establish the production of run of mine (‘ROM’) from eight open pits to supply a targeted 0.9 million tonnes per annum (‘Mt/a’) of ore to a processing and smelter facility.  This facility will use the proven RKEF process with the product being sold at free on board (‘FOB’) at the selected port of export.

A Base Case of 0.9 Mt/a production throughput was selected because of the Company’s objective to minimise the capital expenditure and overall capital intensity, and to optimise overall cash flow, payback, and the economics of the Project.

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

* * ENDS * *

 

For further information visit www.horizonteminerals.com or contact:

 

Jeremy Martin	Horizonte Minerals plc	Tel: +44 (0) 20 7763 7157
David Hall	Horizonte Minerals plc	Tel: +44 (0) 20 7763 7157
Emily Morris Christopher Raggett James Thompson	finnCap Ltd (Corporate Broking) finnCap Ltd (Corporate Finance) finnCap Ltd (Corporate Finance)	Tel: +44 (0) 20 7220 0500 Tel: +44 (0) 20 7220 0500 Tel: +44 (0) 20 7220 0500
Anthony Adams	finnCap Ltd (Corporate Finance)	Tel: +44 (0) 20 7220 0500
Damon Heath	Shard Capital  (Joint Broker)	Tel: +44 (0) 20 7186 9952
Erik Woolgar	Shard Capital (Joint Broker)	Tel: +44 (0) 20 7186 9952
Lottie Brocklehurst Elisabeth Cowell	St Brides Partners Ltd (PR) St Brides Partners Ltd (PR)	Tel: +44 (0) 20 7236 1177 Tel: +44 (0) 20 7236 1177

 

About Horizonte Minerals:

Horizonte Minerals plc is an AIM and TSX-listed nickel development company focused in Brazil, which wholly owns the advanced Araguaia nickel laterite project located to the south of the Carajás mineral district of northern Brazil.  The Company is developing Araguaia as the next major nickel mine in Brazil, with targeted production by 2019.

The Project has good infrastructure in place including rail, road, water and power.

Horizonte has a strong shareholder structure including Teck Resources Limited 17.9%, Henderson Global Investors 14.11%, Richard Griffiths 13.8%, JP Morgan 8.98%, Hargreave Hale 6.84% and Glencore 6.4%%.

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact relating to the Company, certain information contained in this press release constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s current or future property mineral projects; the success of exploration and mining activities; cost and timing of future exploration, production and development; the estimation of mineral resources and reserves and the ability of the Company to achieve its goals in respect of growing its mineral resources; and the realization of mineral resource and reserve estimates. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: exploration and mining risks, competition from competitors with greater capital; the Company’s lack of experience with respect to development-stage mining operations; fluctuations in metal prices; uninsured risks; environmental and other regulatory requirements; exploration, mining and other licences; the Company’s future payment obligations; potential disputes with respect to the Company’s title to, and the area of, its mining concessions; the Company’s dependence on its ability to obtain sufficient financing in the future; the Company’s dependence on its relationships with third parties; the Company’s joint ventures; the potential of currency fluctuations and political or economic instability  in countries in which the Company operates; currency exchange fluctuations; the Company’s ability to manage its growth effectively; the trading market for the ordinary shares of the Company; uncertainty with respect to the Company’s plans to continue to develop its operations and new projects; the Company’s dependence on key personnel; possible conflicts of interest of directors and officers of the Company, and various risks associated with the legal and regulatory framework within which the Company operates.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

 
This information is provided by RNS

The company news service from the London Stock Exchange

Amryt Pharma plc

Final Results for the year ended 31 December 2016

Amryt, the pharmaceutical company focused on best-in-class treatments for rare and orphan diseases, is pleased to present the Company’s final results for the year ended 31 December 2016.

Key Points

Operational

Significant strategic and operational progress since RTO in April 2016

Transformational acquisition in December 2016, with in-licensing of Lojuxta (lomitapide), which treats a rare, life-threatening disorder that causes abnormally high levels of “bad” cholesterol

• current run rate revenues of c. €10.5m p.a., with significant growth potential
• immediately cash generative
• exclusive licence over certain territories including EU, MENA, Turkey and Israel
• sales and distribution infrastructure can be leveraged for other assets

Lead development asset, AP101 (Episalvan) (a potential treatment for rare, genetic skin condition, Epidermolysis Bullosa (“EB”)), made significant progress

• key patents secured in US and Europe, and in Japan post year end
• design of pivotal Phase 3 clinical trial agreed with Food and Drug Administration (“FDA”) and European Medicines Agency (“EMA”)
• phase 3 pivotal clinical trial (“EASE”) now commenced, with first patient to be initiated imminently

Pre-clinical asset, AP102, a potential treatment for rare neuroendocrine diseases, including acromegaly, progressing well towards clinical trials in humans

• orphan drug designation secured from FDA in November
• outcome of diabetic rat study met expectations

Non-dilutive funding secured from European Investment Bank of up to €20m

• secures the Company’s near and mid-term funding needs for AP101 as well as funds the on-going development of AP102

Board and Senior Management Team strengthened

 Financial

 Placing, with RTO, raised £10.0m (gross) (€12.6m) in April 2016

Revenues totalled €1.35m, in line with management expectations

• included one month’s revenue from Lojuxta which was in-licenced in December, and
• 5 months of contribution from Imlan following the acquisition of Birken

Operating loss before RTO and acquisition related expenses of €5.85m, including €0.23m of non-cash share based payments (2015: €0.6m)

Cash balances of €8.3m at 31 December (2015: €0.2m)

Board view prospects for Company’s ongoing development very positively

Joe Wiley, CEO of Amryt Pharma, said:

“It has been a tremendously exciting year for the Company. Amryt has made significant progress, both strategically and operationally. A landmark point came in December 2016 when we reached an agreement to in-license the drug, Lojuxta, which treats a rare, life-threatening disorder, HoFH. The agreement has provided us with a cash generative product, with untapped sales potential, as well as a pan-European infrastructure which we can use for other drug assets.  Building Lojuxta sales will be a major focus for us over 2017.

We also made very good progress with our drug candidates – AP101, a potential treatment for EB, a rare and distressing skin disorder with no approved treatment, and AP102, an earlier stage asset with the potential to treat acromegaly. In December we secured a favourable funding facility from the EIB which will support our continuing development.   

We have started the new financial year in excellent shape. Very encouragingly, since the year end we have continued to experience strong sales of Lojuxta and this week we announced the commencement of our pivotal trial, EASE. We expect to initiate the first patient imminently and anticipate the results of an interim analysis of this study in EB in early 2018.

We view prospects for the Company’s ongoing development very positively and look forward to providing further updates.”

Enquiries:

Amryt Pharma plc	C/o KTZ Communications
Joe Wiley, CEO Rory Nealon, CFO/COO
Shore Capital	+44 (0) 20 7408 4090
Nomad and Joint Broker
Bidhi Bhoma, Edward Mansfield
Davy	+353 (1) 679 6363
ESM Adviser and Joint Broker
John Frain, Anthony Farrell
Stifel	+44 (0) 20 7710 7600
Joint Broker
Jonathan Senior, Ben Maddison
KTZ Communications	+44 (0) 20 3178 6378
Katie Tzouliadis, Emma Pearson

Chairman and CEO’s Statement

Introduction

We are pleased to present the annual report and consolidated financial statements of Amryt Pharma plc (“Amryt” or the “Company”) for the year ended 31 December 2016. The publication of this annual report follows the reverse takeover of Fastnet Equity plc by Amryt Pharmaceuticals DAC (“Amryt DAC”), the subsequent name change to Amryt Pharma plc and the re-admission of the shares to trading on AIM and ESM.

The financial results comprise the results of Amryt DAC for the period from 1 January 2016 to 18 April 2016 and those of the new consolidated Amryt group from 19 April 2016 to 31 December 2016.

Company focus

Amryt is a specialty pharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases. The Company is building a diversified portfolio of best-in-class, proprietary new drugs to help address some of these rare and debilitating illnesses where there is significant unmet medical need.

Significant progress made to date

On 18 April 2016, Amryt DAC successfully completed the reverse takeover of Fastnet Equity plc (“RTO”) and raised £10 million before costs in a share placing. On the same date Amryt DAC completed the acquisitions of Birken AG (“Birken”) and SomPharmaceuticals (“SOM”) and Fastnet Equity plc was renamed Amryt Pharma plc.

Since the RTO, the Group has made excellent progress. This progress included advancing its existing product candidates, completing an exclusive licensing deal for a further commercial product, Lojuxta, and securing access to non-dilutive funding from the European Investment Bank (“EIB”) of up to €20 million.

In addition, the Company has continued to make strong progress in developing its lead product AP101 (Episalvan) as a new treatment for Epidermolysis Bullosa (“EB”). This is a rare and distressing genetic skin disorder which affects young children and adults. In March 2017, the Company reached an agreement with both the Food and Drug Administration (“FDA”) and the European Medicines Agency (“EMA”) for the design of a pivotal phase 3 clinical trial for AP101 in EB. We also appointed INC Research as the contract research organisation for this study which has now commenced with the first site initiated on 29 March 2017. Approximately 30 clinical trial sites in 15 countries have been pre-qualified. We expect the study to be completed within the next 18 months or so with top line data to be available in H2 2018. As part of the study an independent data monitoring committee will conduct an un-blinded interim efficacy analysis after 50% enrolment.

During the year, we secured key patents for AP101 in Europe and the US with expiry dates in 2030. Since the year end, we have secured a further patent for AP101 covering Japan, with the patent lasting until 2030. We believe that we have a very robust patent portfolio which will protect AP101 for a considerable period of time.

We also obtained orphan designation from the FDA for our pre-clinical asset, AP102.  AP102 is a somatostatin analogue therapy with the potential to treat acromegaly, a disorder that results from excess growth hormone. In addition we conducted a pre-clinical study in diabetic rats that compared AP102 with pasireotide, an existing approved product for treating patients with resistant acromegaly. Significantly, AP102 did not demonstrate the potential to cause diabetes, an observation which if replicated in clinical studies, could be clinically beneficial in treating acromegaly.

Towards the end of the financial year in December 2016, the Company signed an exclusive licensing agreement with Aegerion Pharmaceuticals, Inc. (“Aegerion”). This was a transformational agreement and has secured us the exclusive rights to sell Lojuxta (lomitapide) across certain territories. Lojuxta is a drug therapy used to treat a very rare life-threatening disease called Homozygous Familial Hypercholesterolemia (“HoFH”), which causes excessive levels of LDL “bad” cholesterol. Our exclusive licence covers the treatment of adults with HoFH in the European Economic Area (predominantly the EU), the Middle East, North Africa, Turkey and Israel. The licensing deal is transformational because it makes Amryt into a fully-fledged commercial pharma company with a sales and distribution infrastructure that can also be leveraged for other assets, including AP101 in EB if the upcoming Phase 3 clinical trial is successful.

Our in-licensing agreement for Lojuxta has been immediately cash generative from the effective date of the agreement. Based on revenues from the first three months of operations, we believe it is capable of generating annualised revenues of approximately €10.5 million in 2017. The business is growing and we see good growth potential beyond 2017. We believe that this deal is indicative of the opportunities which Amryt can capitalise on in the coming years.

Corporate and Financial

Revenues for the year to 31 December 2016 totalled €1,351,000 and comprised approximately one month’s contribution from Lojuxta as well as well as a partial year’s contribution from Imlan, the Company’s derma-cosmetics range of products. The Lojuxta sales are for the period since the completion date on 2 December 2016 and totalled €775,000 in December.  Very encouragingly, since the year end, Amryt recorded sales of €1,859,000 in January and February.  Based on this, we expect Lojuxta to generate revenues of approximately €10.5 million on an annualised basis.

The loss for the year amounted to €7,804,000 (2015: loss of €1,194,000). This includes an operating loss before one-off items associated with the RTO and the acquisitions of Birken and SOM of €5,845,000. The operating loss of €5,845,000 includes non-cash share based payments of €229,000.

In April 2016, as part of the RTO, the Company successfully raised €12.6 million (£10 million) before costs. As at 31 December 2016 the Company had a strong balance sheet with €8.3 million in cash reserves (2015: €0.2 million). In December 2016, the Company entered into a €20 million facility agreement (“Facility”) with the EIB on highly attractive terms for the Company. The Facility is significant because it provides non-dilutive funding that secures the Company’s near and mid-term funding needs for its lead product, AP101. It also provides the funding required to progress the Company’s acromegaly drug compound, AP102, through pre-clinical development. The facility from the EIB has not yet been drawn down.

Senior Management and Board appointments

We strengthened the Board and senior management team with two appointments since completion of the RTO. In June 2016, we appointed Markus Ziener to the Board as a non-executive Director. Mr Ziener is the CFO of Software AG Stiftung, a 20.9% shareholder in Amryt. He has also been a long term supporter of the Birken business and was Chairman of the Birken Supervisory Board until the Company acquired the business on 18 April 2016.

In September 2016, we were delighted to welcome Dr Mark Sumeray as Chief Medical Officer of the Company. Dr Sumeray has over 17 years’ experience in the pharmaceutical, medical devices and biotech sectors both in the US and UK. Most recently, he spent approximately five years as Chief Medical Officer at Aegerion and has extensive knowledge of interacting with the FDA and EMA and managing late stage clinical trials. Dr Sumeray, is very familiar with Lojuxta, having previously led the clinical development and regulatory approval of the drug at Aegerion.

After the year end, in March 2017, we appointed David Allmond as Chief Commercial Officer. Mr. Allmond has over 20 years’ experience in the pharmaceutical industry in commercial roles. He joins the Company from Aegerion Pharmaceutials where he was President of EMEA and, in particular, involved in the commercialisation of Lojuxta (lomitapide), the drug used to treat Homozygous Familial Hypercholesterolemia (HoFH).  Mr Allmond replaces Michele Bellandi.

Having served on Amryt’s Board for approximately a year, Cathal Friel is stepping down from the Board of Directors with effect from 28 March 2017.  Cathal was one of the original founders of Fastnet Equity plc and instrumental to the RTO of Fastnet Equity plc and creation of Amryt in April 2016.  We would like to thank him for his important contribution to the business and his guidance during our first year as a public company.

Future developments and outlook

The Company achieved important milestones in 2016 and we remain confident of continuing significant progress over 2017. Our Phase 3 clinical trial for our lead product AP101 has just commenced and we are optimistic of receiving top-line data in H2 2018.  In the meantime, we will have the results of our interim analysis which will be an assessment of the progress of our study by an independent data safety monitoring board.  We expect to have the results of this assessment in Q1 2018.

During 2017, our goal is to complete our pre-clinical assessment of AP102, our potential treatment for acromegaly, and to seek approval from the regulatory authorities to commence clinical trials in humans.

We also remain very excited about growth prospects for our Lojuxta business. Revenues for the first three months are exceeding our original expectations and we believe that there is a significant opportunity to grow revenues, with material untapped opportunities in our licenced territories. These will be a major focus for us over the coming quarters.

Amryt has made excellent operational and strategic progress to date and we look forward to reporting on further progress as we continue to develop the business.

Harry Stratford                                                                                                 

Non-executive Chairman            

30 March 2017

 

Joe Wiley                                                                           

CEO

30 March 2017

 

Operations Review

Lojuxta

In December 2016, we were delighted to reach an agreement with Aegerion Pharmaceuticals, Inc. (“Aegerion”), a NASDAQ-listed biopharmaceutical company, for the exclusive rights to sell Aegerion’s drug, Lojuxta (lomitapide) in certain territories. These territories comprise the European Economic Area (“EEA”), Middle East and North Africa (“MENA”), Turkey and Israel and our exclusive licence became effective on 2 December 2016. As anticipated, the licence agreement has been immediately cash generative for Amryt.

Lojuxta is used to treat a rare life-threatening disease called Homozygous Familial Hypercholesterolemia (“HoFH”) and was approved in the EU in late 2013.  HoFH is a genetic life threatening disorder that impairs the body’s ability to remove LDL cholesterol (“bad” cholesterol) from the blood. This typically results in extremely high blood LDL cholesterol levels leading to aggressive and premature narrowing and blocking of arterial blood vessels manifesting as cardiovascular disease. If left untreated, heart attack or sudden death may occur in childhood or early adulthood.

Current treatment options include statin drugs, PCSK9 inhibitors and apheresis (a blood filtration technique similar to dialysis). However, they are not adequate to control LDL cholesterol levels in some patients, particularly those with the most severe genetic mutations. HoFH was historically estimated to occur in about 1 in 1,000,000 people worldwide although more recent studies suggest it may affect up to 1 in 300,000 people. Amryt believes that there is significant potential for the drug to become a mainstay treatment for patients with HoFH. Lojuxta is currently licenced for use in adults and as part of the post approval commitments with the EMA we will be conducting a paediatric study that if successful could extend the label to children also.

Licence Agreement Terms 

Under the terms of our licence agreement, Amryt has the exclusive right to sell Lojuxta across its licenced territories in return for which Amryt will:

• make royalty payments to Aegerion, paid quarterly, based on a percentage of net sales during a calendar year. The royalty percentage is 18% of net sales of the product less than US$15,000,000 and 20% of net sales more than US$15,000,000;
• make once-off commercial milestone payments, subject to achieving certain sales targets. A one-off milestone payment of US$1,000,000 is due the first time that aggregate net sales in a calendar year equals US$20,000,000 with a further one-off US$1,500,000 milestone payment due on reaching US$30,000,000 net sales in a calendar year; and
• take on the ongoing regulatory and post-marketing obligations and commitments in support of Lojuxta as above.

Our licence agreement has an initial term until 1 January 2024 and we may, at our discretion, extend the licence agreement for a further five years, with the right to extend in further five year periods.

2016 Revenue and Plans 

In December 2016, Lojuxta generated net product sales €775,000. Very encouragingly, since the year end Amryt recorded sales of €1,859,000 in January and February. Based on Lojuxta revenues for the first three months annualised revenues total €10.5 million.

We are currently establishing the relatively limited additional commercial, medical and regulatory infrastructure required to support the commercialisation of Lojuxta across our licenced territories.  We will defer these costs until revenues increase so that, even during the roll-out of this infrastructure, the Lojuxta business will be a positive cash contributor to the Company.  Furthermore the Company will also be in a position to leverage this pan-European and Middle-East infrastructure for other drug assets, in particular our lead development asset, AP101, if its Phase 3 clinical trial in EB proves to be successful.

AP101 (Episalvan)

Amryt’s lead product, AP101 (Episalvan), received marketing approval for the treatment of partial-thickness wounds (“PTWs”) from the European Commission in January 2016. Amryt intends to develop AP101 as a new treatment for Epidermolysis Bullosa (“EB”) and after the year end, on 27 March 2017, commenced a pivotal phase 3 trial, EASE, to examine AP101’s efficacy.

EB is a chronic and debilitating condition for which there is currently no approved product and significant unmet medical need.  Reflecting the extremely fragile nature of their skin, children born with the condition are often referred to as ‘butterfly children’. All forms of the disorder are considered serious and the most severe are disfiguring and cause intense suffering.  The patient advocacy group, Debra International, estimates that there are approximately 500,000 people living with EB worldwide, with some 30,000 in Europe. The Department of Dermatology at Stanford University estimates that there are 25,000 people living with EB in the US. The combined US and European market for a treatment in EB is estimated by management to be in excess of €1.3 billion.

AP101 has already demonstrated encouraging preliminary data in EB in a Phase 2a clinical trial completed in 2011. In addition, three successful phase 3 clinical studies in the broad indication partial thickness wounds (“PTWs”) have been conducted with AP101. In each of these studies, AP101 successfully demonstrated faster healing in both recent wounds and chronic wounds compared with standard of care therapy.

Extended patents and regulatory approvals

In January 2016, we secured approval from the European Medicines Agency (“EMA”) for the use of AP101 in the European Union for the treatment of all PTWs. We subsequently secured a European method of use patent for the treatment of EB in March 2016 and obtained a US method of use patent for the treatment of EB in September 2016.

After year end, in February 2017, Amryt was granted a patent in Japan by the Japanese Patent Office for AP101 for the treatment of EB. All these patents expire in 2030.

Forward plan and clinical trials

In Q1 2017, we completed discussions with the Food and Drug Administration (“FDA”) and EMA regarding the design of our pivotal phase 3 clinical trial for AP101 (Efficacy And Safety of Oleogel-S10 in EB, the “EASE Study”) as a potential treatment for EB. With these discussions now completed and the design of the clinical trial established, we initiated our first site for the EASE Study on 27 March 2017 and expect to have our first patient enrolled imminently.

We have appointed INC Research as the contract research organisation for the phase 3 EASE Study, and approximately 30 clinical trial sites in 15 countries have already been pre-qualified.

Adult and paediatric patients with EB will be enrolled into a randomised double blind placebo controlled trial. A total of 164 evaluable patients will be treated for a 90 day blinded period. The proportion of patients with completely healed target wounds within 45 days will be evaluated as the primary endpoint. Secondary endpoints include the time to achieve wound healing and changes in pain and pruritus (itch).

We have also agreed with the regulatory authorities to conduct some further non-clinical studies in parallel with this phase 3 study.

An important component of the phase 3 EASE Study is an independent data monitoring committee that will conduct an un-blinded interim efficacy analysis after 50% enrolment. The potential outcomes of this interim analysis include continuation of the study unchanged, discontinuation of the study for futility, or an increase in the number of patients in the study to preserve adequate statistical power.

AP102

AP102 is an early stage drug asset, which shows promise as a novel, next generation somatostatin analogue (“SSA”) peptide medicines for patients with rare neuroendocrine diseases, where there is a high unmet medical need, including acromegaly. Acromegaly is a rare endocrine disorder in which the body produces excessive growth hormone, leading to abnormal growth throughout the body over time.

In November 2016, we secured orphan drug designation for AP102 from the FDA. The FDA’s Orphan Drug Designation program provides orphan status to drugs and biologics that are being developed to address rare diseases or disorders that affect fewer than 200,000 people in the United States. With orphan designation, AP102 qualifies for various incentives, including tax credits for qualified clinical trials and market exclusivity upon regulatory approval.

After the year end, in February 2017, we received positive results from a pre-clinical study that compared AP102 with pasireotide, an approved product for treating patients with resistant acromegaly. Significantly, AP102 did not demonstrate the potential to cause diabetes, an observation which, if replicated in clinical studies, could be clinically beneficial in treating acromegaly. Amryt’s study used a well-established diabetic rat model to examine whether or not AP102 has an effect on glucose levels or on food/water intake compared with controls.  The study results showed that AP102 had no effect on either in diabetic rats compared with controls. This indicates no impairment in glucose control in these diabetic animals when treated with AP102.

We will continue preparing AP102 for clinical trials in 2017 and anticipate submitting a request to conduct clinical trials in humans by the end of 2017.

Imlan

Amryt has a range of dermo cosmetic products that we acquired with the Birken transaction, which are sold under the Imlan brand. Completely free of emulsifiers, preservatives, colorants and fragrances and other additives or irritants, Imlan is marketed as a treatment for sensitive, allergy-prone and dry skin. It is also recommended for the basic care of eczema or psoriasis.

In the period from the acquisition of Birken AG in April 2016 to 31 December 2016, Imlan generated €571,000 in gross revenues.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2016

	12 months to 31 December 2016	For the period ended 31 December 2015
	€’000	€’000
Revenue	1,351	–
Cost of sales	(586)	–
Gross profit	765	–
Administrative, selling and marketing expenses	(4,037)	(66)
Share based payment expenses	(229)	–
Reverse takeover and acquisition related costs	(867)	(484)
Non-cash deemed cost of reverse takeover	(971)	–
Total administrative, selling and marketing expenses	(6,104)	(550)
Research and development expenses	(2,344)	–
Operating loss before finance expense	(7,683)	(550)
Net finance expense	(121)	(644)
Loss on ordinary activities before taxation	(7,804)	(1,194)
Tax on loss on ordinary activities	–	–
Loss for the year attributable to the equity holders of the Company	(7,804)	(1,194)
Other comprehensive loss attributable to the equity holders of the Company
Exchange translation differences which may be reclassified through the profit and loss account	(5)	–
Total other comprehensive loss	(5)	–
Total comprehensive loss for the year attributable to the equity holders of the Company	(7,809)	(1,194)
Loss per share:
Loss per share – basic and diluted, attributable to ordinary equity holders of the parent (cent)	(4.78)	(2.14)

 

Consolidated Statement of Financial Position

As at 31 December 2016

	31 December 2016	31 December  2015
	€’000	€’000
Assets
Non-current assets
Intangible assets	52,521	–
Property, plant and equipment	1,183	–
Total non-current assets	53,704	–
Current assets
Trade and other receivables	2,540	1,599
Inventories	770	–
Cash and cash equivalents	8,271	171
Total current assets	11,581	1,770
Total assets	65,285	1,770
Equity and liabilities
Equity attributable to owners of the parent
Share capital	20,419	1
Share premium	43,695	–
Other reserves	(22,079)	–
Accumulated deficit	(8,998)	(1,194)
Total equity	33,037	(1,193)
Non-current liabilities
Contingent consideration	23,314	–
Deferred tax liability	5,384	–
Total non-current liabilities	28,698	–
Current liabilities
Trade and other payables	3,550	2,963
Total current liabilities	3,550	2,963
Total liabilities	32,248	2,963
Total equity and liabilities	65,285	1,770

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2016

	12 months to 31 December 2016	For the period ended 31 December 2015
	€’000	€’000
Cash flows from operating activities
Loss on ordinary activities before taxation	(7,804)	(1,194)
Net finance expense	121	644
Depreciation and amortisation	194	–
Share based payment expense	229	–
Non-cash deemed cost of reverse takeover	971	–
Movements in working capital and other adjustments:
Change in trade and other receivables	(1,975)	(54)
Change in trade and other payables	2,236	322
Change in inventories	(83)	–
Net cash flow used in operating activities	(6,111)	(282)
Cash flow from investing activities
Cash consideration on acquisition of Birken AG	(10,150)	(1,000)
Cash consideration on acquisition of SOM	(89)	–
Cash inflow on acquisition of Birken AG	705	–
Cash inflow on reverse takeover of Fastnet Equity plc	11,993	–
Payments for property, plant and equipment	(12)	–
Cash inflow on sale of property, plant and equipment	10
Deposit interest received	1	–
Net cash flow from/(used in) investing activities	2,458	(1,000)
Cash flow from financing activities
Proceeds from issue of equity instruments – net of expenses	11,251	1
Issue of convertible debenture securities	545	1,455
Short term loans received	–	1,000
Repayment of short term loans	(47)	(1,003)
Net cash flow from financing activities	11,749	1,453
Exchange and other movements	4	–
Net change in cash and cash equivalents	8,100	171
Cash and cash equivalents at beginning of year/period	171	–
Cash and cash equivalents at end of year/period	8,271	171

 

Statement of Changes in Equity

For the year ended 31 December 2016

	Share capital	Share premium	Share based payment reserve	Merger reserve	Reverse acquisition reserve	Exchange translation reserve	Accumulated deficit	Total
	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Balance at 17 August 2015	–	–	–	–	–	–	–	–
Loss and total comprehensive loss for the period	–	–	–	–	–	–	(1,194)	(1,194)
Issue of shares	1	–	–	–	–	–	–	1
Balance at 31 December 2015	1	–	–	–	–	–	(1,194)	(1,193)
Balance at 1 January 2016	1	–	–	–	–	–	(1,194)	(1,193)
Loss for the year	–	–	–	–	–	–	(7,804)	(7,804)
Foreign exchange translation reserve	–	–	–	–	–	(5)	–	(5)
Total comprehensive income	–	–	–	–	–	(5)	(7,804)	(7,809)
Issue of share by Amryt DAC on acquisition of Birken	–	11,179	–	–	–	–	–	11,179
Issue of share by Amryt DAC on acquisition of SOM	–	3,715	–	–	–	–	–	3,715
Issue of share by Amryt DAC on conversion of convertible debenture securities	–	2,600	–	–	–	–	–	2,600
Issue of shares on acquisition of Amryt DAC	1,557	–	–	35,818	–	–	–	37,375
Issue of placing shares – net of costs	526	10,725	–	–	–	–	–	11,251
Issue of placing warrants	–	(2,251)	2,251	–	–	–	–	–
Share based payments	–	–	229	–	–	–	–	229
Reverse acquisition adjustment	18,335	17,727	1,735	–	(62,107)	–	–	(24,310)
Balance at 31 December 2016	20,419	43,695	4,215	35,818	(62,107)	(5)	(8,998)	33,037

Notes

1 General information

Amryt Pharma plc (“Amryt” or the “Company”) is a company incorporated in England and Wales. The Company is listed on the AIM market of the London Stock Exchange (ticker: AMYT.L) and the Enterprise Securities Market of the Irish Stock Exchange (ticker: AYP). Amryt is a specialty biopharmaceutical company focused on the development and commercialisation of new medicines for rare conditions with unmet needs and is committed to bring new hope to people affected by these rare diseases.

2 Basis of preparation

The consolidated Financial Statements consolidate those of the Company and its subsidiaries (together the “Group”). The consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and their interpretations issued by the International Accounting Standards Board (“IASB”) as adopted by the EU and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial information for the year ended 31 December 2016 does not constitute statutory accounts as defined by section 435 of the Companies Act 2006 but is extracted from the audited accounts for the year. The 31 December 2015 accounts, which relate to Amryt Pharmaceuticals DAC, have been delivered to the Companies Registration Office in Ireland. The 31 December 2016 accounts will be delivered to Companies House within the statutory filing deadline. The auditors have reported on those accounts. Their report was unqualified and did not contain statements under Section 498 (2) of (3) of the Companies Act 2006.

Reverse Acquisition

On 18 April 2016 Fastnet Equity plc (“Fastnet”) became the legal parent company of Amryt Pharmaceuticals DAC (“Amryt DAC”) in a share for share transaction, and on the same date changed its name from Fastnet to Amryt Pharma plc (“Amryt”). On the same date Amryt DAC completed the acquisitions of Birken AG (“Birken”) and SomPharmaceuticals (“SOM”). The acquisition of Birken by Amryt DAC constitutes a business combination. Due to the relative size of Amryt DAC and Fastnet, Amryt DAC’s shareholders became the majority shareholders of the enlarged share capital (before a share placing on the same date). In addition, the Company’s continuing operations and executive management became those of Amryt DAC. Management considers that the acquisition constitutes a reverse acquisition of Fastnet by Amryt DAC. It would normally be necessary for the Company’s consolidated accounts to follow the legal form of the business combination – with Amryt DAC’s results from the acquisition date of 18 April 2016 consolidated into the Group results. In this case, the consolidated accounts have been treated as being a continuation of the accounts of Amryt DAC with Fastnet being treated for accounting purposes as the acquired entity.

As the consolidated group results represent a continuation of the financial statements of the legal subsidiary (Amryt DAC), the assets and liabilities of Amryt DAC have been recognised and measured in the consolidated results at their pre-combination carrying amounts. The accumulated deficit and other equity balances recognised are the accumulated deficit and other equity balances of Amryt DAC immediately before the business combination and the amount recognised as issued equity instruments has been determined by adding to the issued equity of Amryt DAC immediately before the business combination the cost of the combination, being the value of notional shares issued by Amryt DAC. To comply with UK company law, adjustments have been made to the consolidated reserves to reflect the equity structure of the legal parent company, Amryt Pharma Plc.

Comparative Information

The comparative figures presented in the consolidated financial statements are those for Amryt DAC and relate to the period from incorporation on 17 August 2015 to 31 December 2015.

Except as indicated above, the financial statements have been prepared on a basis consistent with that reported for the period ended 31 December 2015.

Summary of Significant Accounting Policies

R&D expenses

The costs relating to the development of products are accounted for in accordance with IAS 38 “Intangible Assets”, where they meet the criteria for capitalization.

Development costs are capitalised as an intangible asset if all of the following criteria are met:

1. The technical feasibility of completing the asset so that it will be available for use or sale;
2. The intention to complete the asset and use or sell it;
3. The ability to use or sell the asset;
4. The asset will generate probable future economic benefits and demonstrate the existence of a market or the usefulness of the asset if it is to be used internally;
5. The availability of adequate technical, financial and other resources to complete the development and to use or sell it; and
6. The ability to measure reliably the expenditure attributable to the intangible asset.

Research costs are expensed when they are incurred.

The assessment whether development costs can be capitalized requires management to make significant judgements. Management has reviewed the facts and circumstances of each project in relation to the above criteria and in management’s opinion, the criteria prescribed under IAS 38.57 “Intangible Assets” for capitalising development costs as assets have not yet been met by the Company in relation to AP101 or AP102. Accordingly, all of the Company’s costs related to research and development projects are recognised as expenses in the income statement in the period in which they are incurred. Management expects that the above criteria will be met on filing of a submission to the regulatory authority for final drug approval or potentially in advance of that on the receipt of information that strongly indicates that the development will be successful.

Revenue recognition

Revenue comprises the fair value of consideration received or receivable for the sale of products. Revenue is recorded immediately where substantially all the risks and rewards of ownership have transferred to the customer, this normally occurs on the despatch of products.

The Company uses third parties in the distribution of pharmaceutical products to its customers. The Company’s revenue recognition for these arrangements is the same as that which applies to direct product sales and normally occurs on the despatch of the products by the distributors to the customers.

Contingent consideration

Contingent consideration arising as a result of business combinations is initially recognised at fair value using a probability adjusted present value model. Key inputs in the model include the probability of success and the expected timing of potential revenues. The fair value of the contingent consideration will be updated at each reporting date. Adjustments to contingent consideration are recognised in the income statement.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. Fair values are attributed to the identifiable assets and liabilities and contingent considerations unless the fair value cannot be measured reliably, in which case the value is subsumed into goodwill. In the consolidated Financial Statements, acquisition costs incurred are expensed and included in general and administrative expenses.

Frequently, the acquisition of pharmaceutical patents and licences is effected through a non-operating corporate structure. As these structures do not represent a business, it is considered that the transactions do not meet the definition of a business combination. Accordingly, the transactions are accounted for as the acquisition of an asset. The net assets acquired are recognised at cost.

Acquired intangible assets

Acquired intangible assets are stated at the lower of cost less provision for amortisation and impairment or the recoverable amount. Acquired intangibles assets are amortised over their expected useful economic life on a straight line basis and are tested for impairment annually. In determining the useful economic life each acquisition is reviewed separately and consideration given to the period over which the Group expects to derive economic benefit.

Intangibles assets acquired during the current year as part of the acquisitions of Birken AG and SomPharmaceuticals are currently not being amortised as it is the Company’s policy not to amortise assets in development that are not ready for use.

Software that is purchased is valued at cost and amortized on a straight line basis over a useful economic life of three to ten years.

Only intangible assets acquired from third parties have been capitalised, as the conditions have not been met for the capitalisation of self-created intangible assets.

3 Loss per share – basic and diluted

The Group presents basic and diluted loss per share (“LPS”) data for its ordinary shares. Basic LPS is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted LPS is determined by adjusting the loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise warrants and share options granted by the Company.

In the current year, the weighted average number of shares in the loss per share (“LPS”) calculation, reflects the legal subsidiary’s, Amryt Pharmaceuticals DAC (“Amryt DAC”), weighted average pre-combination ordinary shares multiplied by the exchange ratio established in the acquisition, and the weighted average total actual shares of the legal parent, Amryt Pharma plc (“Amryt”), in issue after the date of acquisition.

The comparative LPS figure is based on Amryt DAC’s reported loss for the period divided by the weighted average number of shares in issue in Amryt DAC for the period multiplied by the exchange ratio established in the acquisition.

Issued share capital – ordinary shares of £0.01 each

	Number of shares	Weighted average shares
17 August 2015 – Shares on Incorporation	11,615,044
24 August 2015 – Issue of shares by Amryt DAC 1	46,460,177
31 December 2015	58,075,221	55,683,886
18 April 2016 – Issue of shares by Amryt DAC on acquisition of Birken	37,048,622
18 April 2016 – Issue of shares by Amryt DAC on acquisition of SOM	12,277,102
18 April 2016 – Issue of shares by Amryt DAC on conversion of convertible debentures securities	8,590,365
19 April 2016 – Issue of shares by Amryt Pharma plc – share for share exchange on acquisition of Amryt DAC B ordinary shares 1	7,503,786
19 April 2016 – Issue of shares by Amryt Pharma plc – share consolidation	43,171,134
19 April 2016 – Issue of shares by Amryt Pharma plc – share placing	41,673,402
31 December 2016	208,339,632	163,336,437

¹ As part of the 24 August 2015 share placing, Amryt DAC issued B ordinary shares. These shares have not been included in the pre-acquisition weighted average number of shares as they did not carry rights to dividends or repayment of capital on the winding up of Amryt DAC.

The calculation of loss per share is based on the following:

	12 months to 31 December 2016	Period to 31 December 2015
Loss after tax attributable to equity holders of the Company (€’000)	(7,804)	(1,194)
Weighted average number of ordinary shares in issue	163,336,437	55,683,886
Fully diluted average number of ordinary shares in issue	163,336,437	55,683,886
Basic and diluted loss per share (cent)	(4.78)	(2.14)

 

Where a loss has occurred, basic and diluted LPS are the same because the outstanding share options and warrants are anti-dilutive. Accordingly, diluted LPS equals the basic LPS. The share options and warrants outstanding as at 31 December 2016 totalled 39,102,583 (31 December 2015: 1,307,466) and are potentially dilutive.

4 Business Combinations and Asset Acquisitions

Reverse Acquisition of Fastnet Equity Group plc by Amryt Pharmaceuticals DAC

On 16 October 2015, Fastnet Equity plc (“Fastnet”) signed non-binding heads of terms with Amryt Pharmaceuticals DAC (“Amryt DAC”), for the acquisition of Amryt DAC’s entire issued and to be issued share capital. The acquisition was completed on 18 April 2016 and on the same date Amryt DAC completed the acquisitions of Birken AG (“Birken”) and SomPharmaceuticals (“SOM”), for consideration satisfied by the issue of new ordinary shares in Amryt DAC. To complete the acquisition of Amryt DAC a total of 123,495,095 new ordinary shares of 1p in Fastnet were issued at an issue price of 24p per share (“Consideration Shares”).

As detailed in note 2 the acquisition by Fastnet of Amryt DAC has been treated for accounting purposes as a reverse acquisition by Amryt DAC of Fastnet. In a reverse acquisition, the cost of the business combination is deemed to have been incurred by the legal subsidiary (Amryt DAC) in the form of notional equity instruments issued to the owners of the legal parent. The value of the notional shares is calculated by reference to the proportion of shares that would be needed to be issued by Amryt DAC to Fastnet if the old shareholder base of Fastnet was to acquire the same percentage holding in Amryt DAC as it received in the combined Group.

The value of these notional shares issued by Amryt DAC was compared to the Net Asset value of Fastnet on the date of acquisition and the excess (€971,000) was charged to the Statement of Comprehensive Income as a deemed share based payment cost of the business combination.

In addition, €867,000 in professional fees was charged to the Statement of Comprehensive Income in the current year (2015: €484,000) as part of the costs associated with the reverse acquisition and acquisition of Birken and SOM (see details below). These costs include legal, due diligence, accounting and tax advisory and corporate finance.

Acquisition of Birken

Amryt DAC signed a conditional share purchase agreement to acquire Birken on 16 October 2015 (“Birken SPA”). The Birken SPA was completed on 18 April 2016 with Amryt DAC acquiring the entire issued share capital of Birken. The consideration comprises:

• Initial cash consideration of €1,000,000 (paid by Amryt DAC prior to its acquisition by the Company);
• Milestone payments of:
  • €10,000,000 on receipt of first marketing approval by the EMA of Episalvan, paid on the completion date (18 April 2016);
  • Either (1) €5,000,000 once net ex-factory sales of Episalvan have been at least €100,000 or (ii) if no commercial sales are made within 24 months of EMA first marketing approval (being 14 January 2016), €2,000,000 24 months after receipt of such approval and €3,000,000 following the first commercial sale;
  • €10,000,000 on receipt of marketing approval by the EMA or FDA of a pharmaceutical product containing Betulin as its API for the treatment of Epidermolysis Bullosa;
  • €10,000,000 once net ex-factory sales/net revenue in any calendar year exceed €50,000,000;
  • €15,000,000 once net ex-factory sales/ net revenue in any calendar year exceed €100,000,000;
• Cash consideration of €150,000, due and paid on the completion date (18 April 2016);
• Royalties of 9% on sales of Episalvan products for 10 years from first commercial sale; and
• Shares in Amryt DAC that equated to a 30% equity shareholding prior to the acquisition of Amryt DAC by the Company. The Birken sellers received 37,048,622 in Consideration Shares (valued at €11.2 million) for their shareholding in Amryt DAC.

 Provisional Fair Value Measurement of Contingent Consideration

Contingent consideration comprises the milestone payments and sales royalties detailed above. As at the acquisition date, the fair value of the contingent consideration was estimated to be €23,314,000. The fair value of the royalty payments was determined using probability weighted revenue forecasts and the fair value of the milestones payments was determined using probability adjusted present values. The probability adjusted present values took into account published orphan drug research data and statistics which were adjusted by management to reflect the specific circumstances applicable to the drugs acquired in the Birken transaction. A discount rate of 28.5% was used in the calculation of the fair value of the contingent consideration and this was sense checked by Management against the implied rate of return (“IRR”) on the project.  As noted earlier in the report the size of the market for the products under development provides a real opportunity to the Company to meet its forecast revenue targets and therefore the milestone targets which underpin the contingent consideration payments. At present management anticipate that AP101 for EB will be ready to launch in 2019. However, management note that due to issues outside their control (i.e. regulatory requirements and the commercial success of the product) the timing of when such revenue targets may occur may change. Such changes may have a material impact on the assessment of the fair value of the contingent consideration.

Provisional Fair Value Measurement of Assets Acquired

A fair value exercise was performed on the identifiable assets and liabilities of Birken AG as at the acquisition date. An income based approach was used to value the intangible assets acquired. Key assumptions of the approach include the probability of success, the discount factor applied, the timing of future revenue flows, market penetration and peak sales and expenditure required to complete development.

Assets acquired and liabilities acquired:

	Provisional FV at date of acquisition
	€’000
Assets
Intangible assets	48,461
Property, plant and equipment	1,373
Cash and cash equivalents	705
Inventories	687
Trade and other receivables	133
Total assets	51,359
Liabilities
Accounts payable and accrued liabilities	332
Deferred tax liability	5,384
Total liabilities	5,716
Total net assets	45,643
Consideration
Issue of fully paid ordinary shares	11,179
Cash consideration	11,150
Contingent consideration	23,314
Total consideration	45,643

 

The fair values set out above are provisional figures which will be finalised in the 2017 interim financial statements following management’s final review of key judgemental areas relating to the business combination of Birken AG. Under IFRS 3, business combination accounting needs to be finalised within 12 months of the acquisition date.

 SOM Acquisition

Amryt DAC entered into conditional stock purchase agreements to acquire SomPharmaceuticals SA and SomTherapeutics, Corp on 15 December 2015 and 4 December 2015 respectively (“Som SPAs”).  The aggregate consideration payable under the Som SPAs was US$4.25 million which was satisfied by the issue of US$4.15 million in new ordinary shares in Amryt DAC and US$100,000 (€89,000) in cash to the shareholders of SOM. The SOM SPAs were completed on 18 April 2016. The SOM sellers received 12,277,102 of Consideration Shares for their shareholding in Amryt DAC. The acquisition of SOM has been treated for accounting purposes as an asset acquisition with the value of the consideration issued, €4,062,000, recognised as an Intangible Asset.

 5 Intangible Assets

	In process R&D	Software	Total
	€’000	€’000	€’000
Cost
At 17 August 2015 and 31 December 2015	–	–	–
Acquired on acquisition of Birken	48,453	8	48,461
Acquired on acquisition of SOM	4,062	–	4,062
At 31 December 2016	52,515	8	52,523
Accumulated amortisation
At 17 August 2015 and 31 December 2015	–	–	–
Amortisation charge	–	2	2
At 31 December 2016	–	2	2
Net book value
Net book value at 17 August 2015	–	–	–
Net book value at 31 December 2015	–	–	–
Net book value at 31 December 2016	52,515	6	52,521

 

The Company reviews the carrying amounts of its intangible assets to determine whether there are any indications that those assets have suffered an impairment loss. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Impairment indications include events causing significant changes in any of the underlying assumptions used in the income approach utilised in valuing in process R&D. These key assumptions are: the probability of success; the discount factor; the timing of future revenue flows; market penetration and peak sales assumptions; and expenditures required to complete development. During the year the Group did not identify any potential changes in the assumptions used in the assessment of the carrying value of the assets.

 6 Share-based payments

The Company has issued share options as an incentive to certain senior management and staff. In addition, the Company has issued warrants to key consultants, advisers and suppliers in payment or part payment for services or supplies provided to the Group. All share options granted during the year were granted under the terms of the Amryt Share Option Plan and are subject to vesting conditions. All warrants granted during the year were granted under individual agreements as part of the April 2016 share placing. In addition to the share options and warrants granted during the year a total of 1,307,466 share options and warrants were in existence at 31 December 2015 that relate to the old oil and gas business.

Each share option and warrant converts into one ordinary share of Amryt Pharma plc on exercise and are accounted for as equity-settled share-based payments. The options and warrants may be exercised at any time from the date of vesting to the date of their expiry. The equity instruments granted carry neither rights to dividends nor voting rights.

 Share options and warrants in issue:

	Share Options1		Warrants1
	Units	Weighted average exercise price	Units	Weighted average exercise price
Balance at 17 August 2015	1,415,954	133.6p	661,512	120.8p
Lapsed during the period	(600,000)	201.6p	170,000)	176.0p
Balance at 31 December 2015	815,954	84.0p	491,512	102.4p
Exercisable at 31 December 2015	815,954	84.0p	491,512	102.4p
Balance at 1 January 2016	815,954	84.0p	491,512	102.4p
Granted during the year	15,451,564	19.1p	22,909,951	24.0p
Lapsed during the year	(472,204)	110.0p	(94,194)	112.0p
Balance at 31 December 2016	15,795,314	19.8p	23,307,269	25.3p
Exercisable at 31 December 2016	343,750	48.0p	21,234,014	25.4p

¹ Following the 19 April 2016 share consolidation, all existing rights attached to share options and warrants were amended to reflect the new share structure. The rights are now over Amryt Pharma plc new ordinary shares of 1p, with the original units divided by a factor of 8 and the original exercise price increased by a factor of 8. The pre 19 April 2016 numbers included in the table above have been adjusted to take into account the share consolidation.

The fair value is estimated at the date of grant using the Black-Scholes pricing model, taking into account the terms and conditions attached to the grant. The following are the inputs to the model for the equity instruments granted during the year:

	Options Inputs	Warrant Inputs
Days to Expiry	2,555	1,006-1,844
Volatility	43%-50%	50%
Risk free interest rate	0.64%-0.82%	0.82%
Share price at grant	15.5p-24p	24p

During the current year a total of 15,451,564 share options exercisable at a weighted average price of £0.191 were granted. The fair value of share options granted during the period is €1,642,000. The share options outstanding as at 31 December 2016 have a weighted remaining contractual life of 6.39 years with exercise prices ranging from £0.155 to £0.48.

During the current year, as part of the share placing that coincided with the completion of the reverse takeover of the Company, a total of 22,909,951 warrants exercisable at a weighted average price of £0.24 were granted. The fair value of warrants granted during the period is €2,251,000. The warrants outstanding as at 31 December 2016 have a weighted remaining contractual life of 2.19 years with exercise prices ranging from £0.24 to £1.12.

The value of share options and warrants charged to the Statement of Comprehensive Income during the year is as follows:

	12 months to 31 December 2016	Period to 31 December 2015
	€’000	€’000
Share options	229	–
Total	229	–

 

In addition to the above charges, a further €2,251,000 was charged to share premium during the year.

 7 Annual Report and Annual General Meeting (“AGM”)

The Annual Report for the year ended 31 December 2016 will be posted to shareholders on 6 April 2017 and will be available to download from the Company’s website at www.amrytpharma.com on 6 April 2017.

Notice of the AGM will be posted to shareholders on 6 April 2017.

This information is provided by RNS

The company news service from the London Stock Exchange

Keras Resources plc

Applications for Cobalt and Nickel Licences

 

Keras Resources plc is pleased to announce its intention to target exposure to the high growth battery market with emphasis on the metals used in the production of cathodes.  A total of five exploration licence applications have been submitted over 1,000 square kilometres of ground in West Africa that cover previously discovered cobalt and nickel mineralisation.

Highlights

• Five applications submitted over vacant ground in West Africa that cover known cobalt and nickel mineralisation
• Average rock chips from mineralised zone grade at 0.82% nickel (“Ni”) and 0.19% cobalt (“Co”), with highs of 1.4% Ni and 0.25% Co
• Equates to a 4.5g/t equivalent gold grade based on current metal prices
• Cobalt prices have increased 100% in the past six months and supply/demand fundamentals support onward positive price movement
• Cobalt often reported as the most critical metal from a supply perspective for the battery industry
• Grant of licences would provide AIM investors with a unique opportunity to gain exposure to the high-growth battery industry through the development of three complementary commodities: cobalt, nickel and manganese

Keras Managing Director Dave Reeves said, “Following the recent announcement regarding the funding of our gold assets via its listing on the ASX, we have been investigating various commodities and parallel strategies for our non-gold assets. This review highlighted the critical importance of a selection of commodities vital to the future expansion of the battery industry.  These commodities, which have been referenced by industry players such as Elon Musk of Tesla fame, include nickel, cobalt, lithium and manganese.

“As investors will be aware, the rise of lithium and its influence over the London markets have been widely reported, however, more specialist commodities including cobalt have been overlooked; despite recent reports that cobalt is the most critical material for the development of the battery industry.  In addition, the review highlighted the strategic importance of manganese in the production of cathodes, a commodity Keras already has exposure to. As a result, our team, in conjunction with geological consultants, have identified an area that was open for pegging that has known cobalt and nickel mineralisation outcropping at surface. We believe the granting of the exploration licence should be complete in Q2 this year and look forward to commencing works on this high value commodity.

“We believe the battery market will be one of the fastest growing consumers of metals in the next decade and are positioning ourselves to be a supplier of cathode materials to this expanding industry.”

Further Information

The area of interest is comprised of sericite schist, chlorite sericite schite and quartzite injected by ultramafic rocks. Numerous gossans and gossaniferrous schist outcrop surrounding the mafic and the ultramafic bodies.  As a result, the target mineralisation are sulphide Ni/Co orebodies.  Initial exploration will focus on re-processing of existing data, trenching and a limited drill campaign.

The priority target has several rock chips with results as shown in the table below.  The in-situ value of the cobalt mineralisation based on the average of these grades is greater than the nickel component and is equivalent to 4.5g/t of gold based on current prices.

	Nickel %	Cobalt %	Nickel Value USD/t	Cobalt Value USD/t	Total Value USD/t	Au Eq g/t
Sample 1	0.82	0.25	86.10	125.00	211.10	5.25
Sample 2	1.43	0.22	150.15	110.00	260.15	6.47
Sample 3	0.42	0.136	44.10	68.00	112.10	2.79
Sample 4	0.6	0.162	63.00	81.00	144.00	3.58
Average	0.82	0.19	85.84	96.00	181.84	4.52
Price	10,500	50,000				1,250/oz

 

There can be no guarantee that the licence applications will result in a favourable outcome for Keras. Further announcements regarding the status of the licence applications and the licence area will be made as appropriate.

Further Information on Battery Cathodes

There are five main types of lithium-ion batteries, three of which contain cobalt, two of which contain manganese and two which contain nickel.

Battery Type	Cobalt / Manganese Usage
Lithium Cobalt Oxide (LiCoO2)	~60% Co
Lithium Nickel Manganese Cobalt Oxide (LiNiMnCoO2)	~29% Co ~27%Mn
Lithium Nickel Cobalt Aluminium Oxide (LiNiCoAlO2)	~9% Co
Lithium Manganese Oxide (LiMn2O4)	~61% Mn
Lithium Iron Phosphate (LiFePO4)	No cobalt or manganese

*Source: Cadex Electronics

Over 50% of the world’s cobalt production derives from the Democratic Republic of Congo, which has high-risk to continuity of supply and price fluctuations due to political instability, with the majority of producing cobalt assets being Chinese owned.  Most cobalt is mined as a by-product of copper and nickel mining meaning it is slower to respond to market dynamics as it is often more dependent on the primary minerals’ economics.

Commodity research group CRU estimates that cobalt demand will exceed 100kt per annum in 2017 and grow at an average of 5% per annum over the next 10 years. During this time, cobalt usage in lithium ion batteries is estimated to grow from 37% to over 60% of the refined cobalt market.

New Corporate Presentation

The Company would also like to announce that an updated version of its corporate presentation is now available on the Company’s website at www.kerasplc.com.  The presentation contains no new material information that has not already been disclosed.

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

**ENDS**

 

For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:

Dave Reeves	Keras Resources plc	dave@kerasplc.com
Nominated Adviser
Gerry Beaney/David Hignell	Northland Capital Partners Limited	+44 (0) 20 3861 6625
Broker
Elliot Hance/Jonathon Belliss	Beaufort Securities Limited	+44 (0) 20 7382 8415
Financial PR
Susie Geliher/Charlotte Page	St Brides Partners Limited	+44 (0) 20 7236 1177

This information is provided by RNS

The company news service from the London Stock Exchange

Jubilee Platinum Plc

 Jubilee commences platinum production

The Directors of AIM-quoted and AltX-listed Jubilee, the Mine-to-Metals company, are pleased to announce the commencement of production of platinum concentrate at its Hernic operations. Commissioning and ramp-up of the fully integrated chrome and platinum Hernic operation commenced during March 2017.  The ramp-up of the operation remains on schedule with the commencement of the first platinum concentrate production.

The first platinum production is a significant milestone for the Company and confirms its strategy to  become a significant player in the platinum industry.

Further details of the Company’s projects and performance will be included in the Group’s unaudited interim results for the 6 months ended 31 December 2016 which is due for release before 31 March 2017.

Contacts

Jubilee Platinum plc

Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913
Andrew Sarosi
Tel +44 (0)1752 221937

JSE Sponsor

Sasfin Capital, a division of Sasfin Bank Limited
Sharon Owens
Tel +27 (0)11 809 7500

Nominated Adviser

SPARK Advisory Partners Limited
Sean Wyndham-Quin/Mark Brady
Tel: +44 (0) 203 368 3555

Broker

Beaufort Securities Limited
Jon Belliss
Tel: +44 (0) 20 7382 8300

 

This information is provided by RNS

The company news service from the London Stock Exchange

 

Canadian Overseas Petroleum

Reports 2016 Year End Results

Calgary, Canada, March 29, 2017 – Canadian Overseas Petroleum Limited (“COPL” or the “Company”) (XOP: TSX-V) & (COPL: LSE), an international oil and gas exploration and development company focused on offshore West Africa, announces its results for the year ending December 31, 2016.

The Company remains committed, along with its Liberia operating partner, ExxonMobil, to interpreting the data collected from the drill at LB-13, in December 2016.  Meanwhile, through COPL’s partnership with Shoreline Energy, the Company continues to source funds for the first drill at OPL 226, offshore Nigeria. COPL remains confident that it will meet the target drilling of an appraisal well in late 2017.

Arthur Millholland, President & CEO, commented:

“Whilst we were disappointed with the initial drill results from the Mesurado-1 well, we have been re-evaluting alternative leads as we believe there remains upside potential.

In addition to this, we remain focused on developing an attractive oil appraisal in OPL 226, offshore Nigeria, which is a highly prospective area in our opinion. We look forward to updating the market on the progress made at OPL 226 over the summer months.”

The results and associated annual regulatory filing documents, including the Financial Statements and the Management’s Discussion and Analysis, can be viewed under the Company’s name at www.sedar.com or at the Company’s website at www.canoverseas.com.

About the Company:

The Company is an international oil and gas exploration and development company focused in offshore West Africa. The Company holds a 17% working interest in Block LB-13, offshore Liberia, with ExxonMobil the operator holding an 83% working interest. The Company is also actively pursuing opportunities in Nigeria in partnership with Shoreline Energy as part of its strategy to generate stable cash flow from secure offshore assets. The Company and Shoreline, through their jointly held affiliated company Shoreline Canadian Overseas Petroleum Development Corporation (“ShoreCan”), has acquired 80% of the share capital of Essar Exploration and Production Limited (Nigeria) which holds an attractive oil appraisal and development project in shallow to mid-water offshore Nigeria on it’s 100% holding in OPL 226. Drilling of the first appraisal well is planned to commence in late 2017. ShoreCan is currently waiting for final approval from the Government of Nigeria for the acquisition.

ShoreCan is building a portfolio of exploration and development assets in sub-Saharan Africa. To date, ShoreCan has taken a position in Nigeria. It continues to evaluate a variety of additional assets in Nigeria and Equatorial Guinea.

The Common Shares are listed under the symbol “XOP” on the TSXV and under the symbol “COPL” on the London Stock Exchange.

For further information, please contact:

Mr. Arthur Millholland, President & CEO Canadian Overseas Petroleum Limited Tel: + 1 (403) 262 5441   Cathy Hume CHF Investor Relations Tel: +1 (416) 868 1079 ext. 231 Email: cathy@chfir.com   Harriet Jackson/Charles Goodwin Yellow Jersey PR Limited Tel: +44 (0) 75 4427 5882 Email: copl@yellowjerseypr.com   Broker: London Stock Exchange Shore Capital Stockbrokers Limited Edward Mansfield Phone: T: +44 20 7468 7906

 

This news release contains forward-looking statements. The use of any of the words “initial, “scheduled”, “can”, “will”, “prior to”, “estimate”, “anticipate”, “believe”, “should”, “forecast”, “future”, “continue”, “may”, “expect”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including, but not limited to, the ability to raise the necessary funding for operations, delays or changes in plans with respect to exploration or development projects or capital expenditures. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since the Company can give no assurance that they will prove to be correct since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties most of which are beyond the control of Canadian Overseas Petroleum Ltd. For example, the uncertainty of reserve estimates, the uncertainty of estimates and projections relating to production, cost overruns, health and safety issues, political and environmental risks, commodity price and exchange rate fluctuations, changes in legislation affecting the oil and gas industry could cause actual results to vary materially from those expressed or implied by the forward-looking information.   Forward-looking statements contained in this news release are made as of the date hereof and Canadian Overseas Petroleum undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 

This information is provided by RNS

The company news service from the London Stock Exchange

Amryt Pharma plc

Phase 3 Clinical Trial for AP101 in EB

First Site Initiated

Amryt, the pharmaceutical company focused on best-in-class treatments for rare and orphan diseases, is pleased to announce the commencement of “EASE”, its Phase 3 clinical trial of AP101, Amryt’s lead drug candidate, which offers a potential treatment for Epidermolysis Bullosa (“EB”). EB is a rare, genetic skin disorder, which causes exceptionally fragile skin.

The Company has initiated the first site for EASE in Sydney, Australia, and will randomise the first patient within the next few days. As previously reported, Amryt expects to conduct EASE in approximately 15 countries at over 30 sites to enrol a total of 164 evaluable patients. Patients will be randomised in a double-blind fashion to AP101 or placebo, and the proportion of patients with completely healed target wounds within 45 days will be evaluated as the primary efficacy endpoint.

EB is a chronic and debilitating condition that causes the skin to blister and tear at the slightest touch and for which there is currently no known cure. There are approximately 500,000 people living with EB worldwide and the global market for a treatment in EB is estimated to be in excess of EUR 1.3 billion.

Mark Sumeray, Chief Medical Officer of Amryt, commented:

“We are delighted to have initiated the first site participating in our Phase 3 clinical for AP101, which offers a potential treatment for the rare, genetic skin condition, Epidermolysis Bullosa or EB. Our study, EASE, is of substantial size for such a rare disease and offers the opportunity to evaluate a new topical treatment with the potential to accelerate wound healing in this devastating disorder.”

Enquiries:

Amryt Pharma plc	C/o KTZ Communications
Joe Wiley, CEO Rory Nealon, CFO/COO
Shore Capital	+44 (0) 20 7408 4090
Nomad and Joint Broker
Bidhi Bhoma, Edward Mansfield
Davy	+353 (1) 679 6363
ESM Adviser and Joint Broker
John Frain, Anthony Farrell
Stifel	+44 (0) 20 7710 7600
Joint Broker
Jonathan Senior, Ben Maddison
KTZ Communications	+44 (0) 20 3178 6378
Katie Tzouliadis, Emma Pearson

About Amryt Pharma plc – see www.amrytpharma.com

Amryt Pharma is a specialty pharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases. The Company is building a diversified portfolio of commercially attractive, best-in-class, proprietary new drugs to help address some of these rare and debilitating illnesses for which there are currently no available treatments.

The Company recently acquired an exclusive licence to sell LOJUXTA (lomitapide), across the EU and other territories including the Middle East, North Africa, Turkey and Israel. LOJUXTA is used to treat a rare life-threatening disease called Homozygous Familial Hypercholesterolemia.

Amryt’s product, AP101 (Episalvan), received marketing approval for the treatment of partial-thickness wounds from the European Commission in January 2016. Amryt intends to develop AP101 (Episalvan) as a new treatment for Epidermolysis Bullosa (“EB”), a rare and distressing genetic skin disorder affecting young children for which there is currently no treatment. The Company recently received regulatory clarity from the FDA and the EMA regarding  its Phase 3 study of AP101 (Episalvan) in EB, which has been granted US and EU orphan drug designation, and is on track to commence this study towards the end of March 2017. The global market opportunity for EB is estimated to be in excess of EUR 1.3 billion.

Amryt’s earlier stage product AP102 is focused on developing novel, next generation somatostatin analogue (“SSA”) peptide medicines for patients with rare neuroendocrine diseases, where there is a high unmet medical need, including acromegaly and Cushing’s disease. AP102 was recently granted orphan designation in the US in acromegaly by the FDA.

The Company joined AIM and Dublin’s ESM in April 2016 following the reverse takeover of Fastnet Equity PLC.

This information is provided by RNS

The company news service from the London Stock Exchange