TIDMICON
RNS Number : 8380R
Iconic Labs PLC
31 October 2023
31 October 2023
Iconic Labs PLC
("Iconic" or the "Company")
Full Year Results for the Year ended 30 June 2023
Iconic Labs PLC (LSE: ICON), today announces its audited
financial results for the year ended 30 June 2023.
Copies of the Annual Report and Accounts for the year ended 30
June 2023 will shortly be sent to shareholders and available on the
Company's website: https://www.iconiclabs.co.uk/documents/ .
Period Highlights
-- Finalised terms with the European High Growth Opportunities
Securitisation Fund ("EHGOSF") and Linton under the Settlement
Deed
-- Finalised terms of Creditors Voluntary Arrangement ("CVA") with Joint Administrators
-- Finalised terms with EHGOSF of the Financing Facility
-- Suspension of the listing in the Company's Ordinary Shares lifted by the FCA
Post-Period Highlights
-- August 2023, Prospectus published to provide the Company with
the ability to issue further Ordinary Shares under the Prospectus
Regulation Rules
-- September 2023, 83,256 Ordinary Shares issued to all creditors under the CVA
-- October 2023, Iconic successfully completed and satisfied all
conditions of, and consequently exited, the CVA
Financial Highlights
-- Profit of GBP4,680,143 (FY 22: loss of GBP762,107) although
attributable to the writing back of the creditor balance
-- Revenue of GBPNil (FY 22: GBP26,823)
-- Total assets held as of 30 June 2023 GBP50,244 (FY 22: GBP6)
-- Group liabilities of GBP3,778,621 (FY 22: GBP8,938,526)
-- Iconic maintains a limited amount of cash on its account as
it relies entirely at this time on the EHGOSF financing facility to
meet its operational expenditures
Brad Taylor, Chief Executive Officer of Iconic Labs,
commented:
"For Iconic, 2023 has been a transformational year. We have
successfully steered the Company through administration and
financial restructuring, positioning ourselves for future growth.
As we stand at this pivotal juncture, I wish to highlight our
commitment to advancing our strategic objectives and seizing growth
opportunities.
"We look forward to this next year with confidence as we focus
on generating shareholder value."
For any further information or enquiries please contact:
Iconic Labs Tel: +44 (0) 7462 156238
Brad Taylor, Chief Executive ir@iconiclabs.co.uk
Officer
Novum Securities Limited Tel: +44 (0) 20 7399 9400
David Coffman / Daniel
Harris
Yellow Jersey PR Tel: +44 (0) 20 3004 9512
Sarah Hollins
Annabelle Wills iconic@yellowjerseypr.com
Bessie Elliot
CHIEF EXECUTIVE OFFICER'S REPORT
I am pleased to present the audited accounts of Iconic Labs PLC
and its subsidiaries (together, "Iconic" or the "Company") for the
twelve months ended 30 June 2023. A significant amount of the
information contained in these audited accounts can be found in the
Company's Prospectus published on 8 August 2023, but several
updates are also included.
Over the past twelve months, we have made strong progress in
restructuring and stabilising the Company amid challenging
circumstances, including:
(i) Negotiated settlements of all outstanding disputes;
(ii) Finalised and satisfied all conditions of the Company
Voluntary Arrangement ("CVA") which was approved with the Joint
Administrators at a creditors' meeting on 22 September 2022;
(iii) Agreed financing terms with European High Growth
Opportunities Securitization Fund ("EHGOSF") and Linton Capital LLP
("Linton"), requiring the Company to issue GBP750,000 in
convertible notes to EHGOSF and GBP750,000 to Linton pursuant to
the terms of the Deed of Issuance and Subscription dated 23 August
2022 (the "Settlement Deed");
(iv) Finalised the terms of a new financing facility on 28
September 2022 with EHGOSF pursuant to which EHGOSF would provide
Iconic with up to GBP3 million by subscribing for up to 3,000 Loan
Notes each with a par value of GBP1,000 (the "Financing Facility"),
convertible into Ordinary Shares in the Company with Warrants
attached; and
(v) Lifted the suspension of the listing of the Company's
ordinary shares ("Ordinary Shares") and as a result shareholders
were able to trade the Company's shares on the London Stock
Exchange from 24 January 2023.
As part of the requirements for the Company's successful exit
from administration and lifting the suspension of the Company's
listing, the Company published a Prospectus on 8 August 2023 to
provide the Company with the ability to issue further Ordinary
Shares under the Prospectus Regulation Rules as follows:
(i) Up to 1,674,130,609 Ordinary Shares to be issued to
unsecured creditors under the CVA;
(ii) Up to 45,045,045,045 Ordinary Shares to be issued to EHGOSF
to convert GBP750,000 in convertible notes, and to Linton Capital
to convert GBP750,000 in convertible notes under the Settlement
Deed;
(iii) Up to 80,180,180,180 Ordinary Shares to be issued to
EHGOSF to satisfy GBP2,670,000 in unconverted drawdowns and certain
fees pursuant to the Financing Facility;
(iv) Up to 36,038,525,658 Ordinary Shares to be issued to EHGOSF
to satisfy the exercise of its Warrants under the Financing
Facility; and
(vi) Up to 22,027,027,027 Ordinary Shares to be issued to Ott
Ventures s.r.o and/or Ott Ventures USA, Inc. under the Management
Services Agreement for outstanding fees as set out in the 2022
Accounts totalling, to date, GBP690,000 and a further GBP125,000 in
part lieu of fees for the balance of the calendar year, being in
aggregate GBP815,000.
Since the suspension of the listing was lifted, EHGOSF has
converted GBP530,000, at the year end, of convertibles notes under
the Financing Facility resulting in the Company issuing a total of
8,901,668,621 Ordinary Shares of GBP0.00001 each and 2,236,616
Ordinary Shares of GBP0.1 each, post consolidation, to EHGOSF. In
addition, the Company has also issued 6,458,946,078 Warrants to
EHGOSF.
The Company held its Annual General Meeting ("AGM") on 25 August
2023 at which all resolutions were duly passed, including a
resolution for the consolidation of the Company's Ordinary Shares
on a 10,000 for 1 basis, such that every 10,000 Ordinary Shares of
GBP0.00001 each were consolidated into 1 Ordinary Share of GBP0.1
each in nominal value. The primary objective of the consolidation
was to reduce the number of Ordinary Shares, with the intention of
creating a higher share price per Ordinary Share in the capital of
the Company, which we believe will make the Company and the
Ordinary Shares more attractive to a broader range of
investors.
Since the publication of the Prospectus and the AGM, the Company
was pleased to announce that it had satisfied the final condition
to bring the CVA to a successful conclusion when it issued 83,256
Ordinary Shares of GBP0.1 each to the creditors under the CVA. As
of 21 September 2023, all documents concluding the CVA had been
filed with, and accepted by, Companies House.
Emergence and Growth Vision
We are proud to report that the Company has successfully
navigated the challenges of administration and financial
restructuring and is now poised to seek revenue-generating advisory
services as it continues to search for a suitable acquisition
target that will most likely take the form of a reverse takeover.
As digital evolution shapes our future, the Company is eyeing
opportunities in online media, artificial intelligence, big data
gathering, processing and analysis sectors with which it can enter
into advisory services contracts. Our intent is to support
companies, especially in their infancy, that have crafted
innovative products and captured markets but are inhibited by
various growth constraints. We possess the executive acumen to
steer these entities, building robust systems and strategies that
propel them towards long-term success.
Gay Star News ("GSN"): A Promising Asset
Our immediate objectives centre around GSN, which we acquired in
2019 for GBP33,000 through our subsidiary Nuuco Media Limited.
GSN's potential continues to be evident from its strong foothold in
the LGBTQ+ media realm. Despite past fiscal adversities, the
resilience and promise of GSN's brand have always shone through.
Our goal is to amplify this potential and fortify GSN's position in
the market, with Greencastle MM LLP's expertise. The partnership
terms with Greencastle ensure a balanced growth trajectory, keeping
the best interests of both parties in mind.
We aim to position GSN as a leading LGBTQ+ hub for diverse
content. The future growth of GSN lies in our ability to produce
and curate valuable content. By doing so, we expect to see a steady
rise in engagements and subscriptions. Our primary competition
comprises renowned publications like Pink News, Gay Times, and
Attitude. The expansion of GSN's operations into Europe is also on
the horizon, as we target a growth of 50,000 subscribers by the end
of 2023 and a long-term vision of 1 million subscribers by
2024.
M&A and Funding
We are actively exploring acquisition opportunities to further
enhance shareholder value. It is worth noting that the
consideration for any such moves would primarily be in the form of
company equity. Our management, spearheaded by me, is actively
overseeing this initiative.
In conclusion, while the path ahead is competitive, I am
confident that with the administration and financial restructuring
behind us, we can now turn the page and begin a new chapter for the
Company as we continue to implement our plan towards generating
shareholder value.
Bradley Taylor
Chief Executive Officer
30 October 2023
STRATEGIC REPORT
INTRODUCTION
This is the sixth set of financial statements prepared by
Iconic. This Strategic Report should also be read in conjunction
with the Chief Executive Officer's statement together with the
Prospectus published on 8 August 2023.
Principal Activities and Business Review
Iconic is a media and technology business focused on the
identification, acquisition and growth of technology-driven
companies in the online media, artificial intelligence, and big
data gathering, processing and analysis sectors.
Iconic's sole asset is Gay Star News ("GSN"), an online media
platform dedicated to the LGBTQ+ community, which Iconic intends to
continue developing with strategic partners.
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most
significant to the business:
Revenue, Profitability and Funding Risk
Iconic currently only has one asset, GSN, which is not
cash-generative and otherwise currently generates no revenues
including from consultancy. The Company is therefore reliant upon
the Financing Facility with EHGOSF for its sole source of working
capital.
The Financing Facility is subject to a number of conditions
("Conditions") including in particular:
-- The shares of Iconic trade on the Main Market of the London Stock Exchange;
-- The closing market price of the Shares for each of the ten
consecutive trading days falling immediately prior to the relevant
closing date must be at least higher than 150% of the nominal value
of Iconic's shares;
-- The average daily value traded of Iconic's shares (excluding
5% of the data points from the top and excluding 5% of the data
points from the bottom of the data set) for the 20 trading days
immediately prior to the applicable closing date must be at least
GBP10,000;
-- From the fifth drawdown tranche onwards, Iconic having published a Prospectus;
-- No binding commitment has been entered into by Iconic
pursuant to which a change of control in Iconic would occur;
-- No occurrence that constitutes an event of default having occurred and is continuing;
-- The Board having the required authority;
(1) For the allotment and issue of at least 200% of such number
of Shares as would be required upon conversion of all outstanding
Notes together with the Notes to be issued pursuant to the relevant
drawdown notice calculated by dividing the aggregate principal
amount of all such Notes by the Closing VWAP as of the date of such
drawdown notice; and
(2) To deviate from the Shareholders' pre-emption and/or
preferential subscription right (as applicable) with respect to
such number of Shares; and
-- No payment is due by the Company to EHGOSF (or any of its
Affiliates) and no delivery of Shares (or certificates evidencing
such Shares) resulting from a conversion of Notes or exercise of
any Warrants by EHGOSF (or any of its Affiliates) is
outstanding.
Iconic maintains a limited amount of cash on its account as it
relies entirely at this time on the EHGOSF financing facility to
meet its operational expenditures. There currently remains
approximately GBP1.75 million available for drawdown under the
Financing Facility. The expected ordinary course cash burn of the
business is approximately GBP100,000 per month for the next 12
months.
However, it is possible that in the future certain of these
conditions may not be met, some of which are outside the control of
the Company, although it is not currently known when this may
happen. As a result, in the event any such condition is not met,
the Company may not be in a position to further drawdown on the
Financing Facility. Although the Directors would endeavour to
pursue certain options to mitigate the consequence of such breach
there is no certainty that any such options could be achieved
either in part or at all. In such an event the Company would need
to wind down its operations, realise any assets and may enter
administration, if and to the extent there are creditors of the
Company who cannot be paid. In such an event, the Company would no
longer manage the affairs of the Company or the realisation of its
assets. As a result of either winding down the business or entering
into administration, the Ordinary Shares would be cancelled from
the Official List and Shareholders may receive little or no value
for their Ordinary Shares.
Dilution and Pricing Risk
If EHGOSF exercises its full rights under the Financing Facility
for conversion of Loan Notes and Warrants into Shares, this could
result in a significant holding in the Company by EHGOSF. However,
EHGOSF's strategy is generally to sell shares in the market as soon
as practicable following the exercise of such rights and in any
event under the Financing Facility, inter alia, EHGOSF cannot hold
more than 29.9% of the Company. Accordingly, there is a risk that
should the Company seek to drawdown under the Loan Notes and EHGOSF
thereafter exercise and sell Shares in significant amounts over a
lengthy period, this could have a material negative impact on the
price of the Shares.
Key Executive Risk
Given the wholesale change in the Board of Directors and
executive team in February and March of 2021, coupled with the
complexity of the restructuring, administration, CVA, and lifting
of the trading suspension, there is a risk of Iconic not being able
to retain key executives, which could adversely affect Iconic's
operating and financial performance. Retaining and motivating
Bradley Taylor (Chief Executive Officer) and David Štýbr (Executive
Director) is a critical component of the future success of the
business. Without the participation of these key executives, it is
unlikely that the execution of the CVA, continued trading of the
Company, and financing with EHGOSF can continue.
Copycat Website
A copycat website, www.gaystarnews.co.uk ("Copycat Website") was
registered on 19 October 2022. Whilst it is not currently seeking
to compete with the 'Gay Star News' brand created more than a
decade ago, the operator of the Copycat Website has refused to
deliver up the website. The Company has alerted the operators that
any use of the Gay Star News brand will constitute passing off and
breach of copyright but there is no certainty of a positive
resolution to this dispute. If this dispute is not resolved, and
the Copycat Website is not delivered up, it could result in lost
website traffic and therefore a loss of revenue to the Company.
The Company is dependent upon advertising agencies to implement
its growth strategy
The Company seeks to access a number of advertising agencies to
implement its growth strategies. In the event that these do not
wish to engage with the Company this could significantly impact the
Company's ability to implement its growth strategies and/or could
adversely impact profits.
Regulation of the internet and e-commerce is rapidly evolving
and changes could adversely affect the Company's business
Regulation of the internet and e-commerce is rapidly evolving
and there are an increasing number of directly applicable laws and
regulations. It is possible that additional laws and regulations
may be enacted with respect to the internet, covering issues such
as user privacy, law enforcement, pricing, taxation, content
liability, copyright protection and quality of products and
services. The adoption of new laws and regulations could have a
material adverse effect on the Company's business, results of
operations and financial condition. In particular, digital
advertising is subject to complex regulation. The regulations vary
by jurisdiction of operation and are subject to continuous change,
and compliance with such regulations and other legal requirements
may be burdensome and costly. Changes to existing regulations could
lead to increased costs or otherwise affect the Company's ability
to generate revenues in a jurisdiction, for example, if a
distribution channel ceases operations due to a change in existing
regulation. In addition, the Company may face increased compliance
costs and regulatory scrutiny each time it expands its operations
into a new jurisdiction. In addition, any enquiries made, or
proceedings initiated, by individuals or any regulator may lead to
negative publicity and potential liability for the Company, which
could have a material adverse effect on the business, results of
operations and financial condition of the Company.
Global Economic Risk
The online media and publishing, technology, artificial
intelligence, and data gathering, processing, and analytics sectors
are susceptible to adverse developments in the global economy and
particularly the UK economy where Iconic is located. The continual
uncertainty over the war in Ukraine, the high inflationary
environment and the threat of global recession, for example, may
continue to delay spending by potential clients which may have a
negative effect on the demand for services which could affect
Iconic's revenues.
Potential Unrecorded Legacy Liabilities
As evidenced by the administration and disputes involving
various key parties, there were significant legacy issues that
predated management's arrival. Following the exit from
administration and the entering into of confidential settlement
agreements with various parties, the Directors consider that it is
unlikely that there are any material unknown liabilities of Iconic,
however there is the potential for unknown creditors to emerge
which would increase the liabilities of the Company.
The Company will be dependent on the strength of its brand and
its reputation and on developing these further and would suffer if
this were not possible for any reason
A strong brand and reputation are vital to the Company's growth
strategies. Brand strength and awareness is important to generate
new and subsequently retain custom. The management team are in the
process of developing the brand and reputation but there can be no
assurances that this will be successful. The actions of
competitors, negative publicity involving the Company's management
or any of its employees, a lack of sufficient funds or other
factors may all adversely impact the brand or reputation. These in
turn may have a materially adverse effect on the Company's
business, prospects for growth and/or financial position.
Inability to contract with customers on the most favourable
terms
The Company enters into contracts with a wide variety of
companies, many of whom possess greater negotiating leverage than
is currently available to the Company. The Company may be required
to tolerate terms which are less favourable than might be
anticipated, and which may also be governed by the laws of other
jurisdictions, and this could intensify if the number of
competitors increases, thereby potentially giving existing or
prospective customers more options. Furthermore, if the Company
enters into more onerous terms than it would ideally enter into, it
may risk not being able to satisfy those terms. Breaching onerous
terms or failing to secure the best commercial terms possible could
have a material impact on the Company's business revenue, financial
condition and profitability.
Access to further capital
Part of the Company's growth strategy is to identify and acquire
similar businesses that are of a smaller scale and which are
well-priced. In the longer term, the Company is intending to grow
the business organically and continue to identify and acquire
similar businesses, albeit the Company anticipates such future
acquisitions to be of a larger scale than those the Company is
looking to make in the near term. The Company's longer term growth
strategy may require additional funds in order to respond to
business challenges, enhance existing services and complete any
future acquisitions.
Accordingly, the Company may need to engage in equity or debt
financings to secure additional funds. If the Company raises
additional funds through further issues of equity or convertible
debt securities, existing shareholders could suffer significant
dilution, and any new equity securities could have rights,
preferences, and privileges superior to those of current
shareholders. Any debt financing secured by the Company in the
future could involve restrictive covenants relating to its capital
raising activities and other financial and operational matters,
which may make it more difficult for the Company to obtain
additional capital and to pursue business opportunities, including
potential acquisitions. In addition, the Company may not be able to
obtain additional financing on terms favourable to it, if at all.
If the Company is unable to obtain adequate financing or financing
on terms satisfactory to it, when required, its ability to continue
to support its business growth and to respond to business
challenges could be significantly limited or could affect its
financial viability.
Financial Risk Management
The Board monitors the internal risk management function across
Iconic and advises on all relevant risk issues. There is regular
communication with internal departments, external advisors and
regulators. Iconic's policies on financial instruments and the
risks pertaining to those instruments are set out in the accounting
policies in note 1 of the financial statements.
Financial Review
Iconic made a profit in the 2023 financial year of GBP4,768,623
(2022 - loss of GBP762,107), which is attributable to the writing
back of creditor balances previously mentioned in the Chief
Executive Officer's Report.
The revenue of the Group in the year was GBPNil (2022 -
GBP26,823). Administrative expenses decreased by GBP4,972,509 in
the year, mainly due to the writing back of creditors balances
which are no longer due.
At 30 June 2023, Iconic held total assets of GBP50,244 (2022 -
GBP6), this is relating to the amounts held as cash at bank. The
Group had liabilities of GBP3,690,141 at the balance sheet date
(2022 - GBP8,938,526), a decrease of GBP5,248,385.
Key Performance Indicators
The business is focused on the areas of cash management and
operating results.
Iconic has identified the following key performance indicators
which the Directors will use to measure success against the
business plan:
-- Gross revenue growth
-- EBITDA growth
-- Market value
BOARD COMPOSITION
As at the 30 June 2023, the Board was comprised as follows:
Number of Percentage Number of senior Number in executive management Percentage
board members of the board positions on of executive
the board (CEO, management
CFO, SID and
Chair)
Men 3 75% 100% 2 100%
=============== ============== ================= =============================== ==============
Women 1 25% 0 0 0
=============== ============== ================= =============================== ==============
FUTURE DEVELOPMENT AND STRATEGY
Market Trends
The Directors closely follow the trends and developments in the
online media and publishing, technology, artificial intelligence,
and big data gathering, processing, and analytics sectors. We see
the shift continuing towards leaner online companies that can scale
rapidly, operate internationally with an inexpensive footprint, and
provide a broad array of services across various sectors through
the effective use of information and video gathering, data mining,
just-in-time processing, and online collaboration technology.
While the administration paused Iconic's ability to conduct
transactions in these sectors, the Directors nevertheless continue
to follow these market trends and are well positioned now that
Iconic has exited administration to take advantage of opportunities
in these areas.
Company Strategy
We aim to position Gay Star News as a leading LGBTQ+ hub for
diverse content. The future growth of GSN lies in our ability to
produce and curate valuable content.
In addition, the Directors have identified numerous players in
the sectors of interest, many of which have technological or
operational advantages, but are unable to grow and scale rapidly or
internationally for various reasons including the fragmented,
localised, and isolated nature of their business models. We believe
there is a significant opportunity to support, acquire, and
integrate these companies into Iconic given the Directors'
international capabilities and strategic growth expertise.
Going concern
The Board's assessment of going concern and the key
considerations thereto are set out in our Corporate Governance
Report.
Capital Structure
Details of the Ordinary Shares of the Company are shown in note
10. The Company has a class of Ordinary Shares with a nominal value
of GBP0.00001 per share, which were consolidated and divided into
Ordinary Shares of GBP0.1 each on 25 August 2023, and a class of
Deferred Shares of GBP0.00249 per share, both of which carry no
fixed income. Each holder of Ordinary Shares is entitled to receive
Iconic's Annual Report and audited financial statements, to attend
and speak or appoint proxies and to exercise voting rights at
Iconic's general meetings.
The Company's Articles of Association (the "Articles") do not
have any specific restrictions on the transfer of shares or
restrictions on voting rights, and there are no limitations on
holding such shares. Other than the obligations contained in the
Financing Facility, the Settlement Deed, and the CVA, the Directors
are not aware of any agreement between Iconic shareholders that may
result in restrictions on the transfer of securities or on voting
rights.
No person has any special rights of control over Iconic's share
capital and all issued shares are fully paid.
The appointment and replacement of Directors and the powers of
the Directors are governed by the Articles, the Quoted Companies
Alliance Corporate Governance Code, the Companies Act 2006 and
related legislation. The powers of the Directors are described in
the Corporate Governance Report.
Environmental Issues
As far as the Directors are aware, Iconic's business activities
do not cause a direct and disproportionate adverse effect on the
environment.
Employee Matters
As of 30 June 2023, and continuing through the fourth quarter of
2023, Iconic does not have any employees and its management is
being conducted primarily by Bradley Taylor and David Štýbr who
have worked with the Joint Administrators and creditors to
restructure the Company and exit administration, resolve all
outstanding disputes, and get the trading suspension on Iconic's
shares lifted.
Social, Community and Human Rights Issues
Iconic seeks to achieve the highest ethical standards and
behaviours in conducting its business, with integrity, openness,
diversity and inclusiveness being a priority.
We have adopted a formal equal opportunities policy which is
contained in our employee handbook. The aim of the policy is to
ensure no job applicant, employee or worker is discriminated
against either directly or indirectly on the grounds of race, sex,
disability, sexual orientation, gender reassignment; marriage or
civil partnership; pregnancy or maternity; religion or belief or
age.
SECTION 172 STATEMENT
Section 172 of the Companies Act 2006 requires directors to take
into consideration the interests of stakeholders and other matters
in their decision making. The directors continue to have regard to
the interests of Iconic's personnel and other stakeholders, the
impact of its activities on the community, the environment and its
reputation for good business conduct, when making decisions. In
this context, acting in good faith and fairly, the directors
consider what is most likely to promote the success of Iconic for
its members in the long term. We explain in this annual report, and
below, how the board engages with stakeholders.
Relations with key stakeholders such as employees, shareholders
and suppliers are considered in more detail in our Corporate
Governance Report.
The Directors are aware of their responsibilities to promote the
success of Iconic in accordance with section 172 of the Companies
Act 2006. To ensure Iconic was operating in line with good
corporate practice, all Directors received refresher training on
the scope and application of section 172 in writing. This
encouraged the Board to reflect on how Iconic engages with its
stakeholders and opportunities for enhancement in the future. A
section 172 notice has been included with the Board papers since
this date. As required, Iconic's Company Secretary will provide
support to the Board to help ensure that sufficient consideration
is given to issues relating to the matters set out in
s172(1)(a)-(f).
The Board regularly reviews Iconic's principal stakeholders and
how It engages with them. This is achieved through information
provided by management and by direct engagement with stakeholders
themselves. We aim to work responsibly with our stakeholders,
including suppliers. The Board has recently reviewed its
anti-corruption and anti-bribery, equal opportunities and
whistleblowing policies.
The key events and Board decisions made in the year are set out
below:
23 August 2022 - Finalised terms with EHGOSF and Linton under
the Settlement Deed.
22 September 2022 - Finalised terms of CVA with Joint
Administrators.
28 September 2022 - Finalised the terms with EHGOSF of the
Financing Facility.
14 December 2022 - Confirmation of Marija Hrebac to the Board of
Directors following regulatory checks.
22 December 2022 - Publication of Annual Financial Report
2021.
3 January 2023 - Publication of Annual Financial Report
2022.
25 January 2023 - FCA lifted the suspension of the listing in
the Company's Ordinary Shares.
20 February 2023 - Confirmation of Emmanuel Blouin to the Board
of Directors following regulatory checks.
23 February 2023 - Approval for the conversion of the Ott
Companies' outstanding GBP365,000 success fee plus GBP125,000 in
monthly management fees and any further outstanding monthly
management fees following the publication of the Prospectus into
new Ordinary Shares.
31 March 2023 - Approval of Interim Accounts for the six months
ended 31 December 2022.
8 August 2023 - Publication of Prospectus.
25 August 2023 - AGM held and Ordinary Shares Consolidated.
15 September 2023 - 83,256 Ordinary Shares issued to all
creditors under the CVA.
12 October 2023 - Documents terminating CVA filed with and
accepted by Companies House.
Bradley Taylor
Director
30 October 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2023
Notes Year ended Year ended
30 June 30 June
2023 2022
GBP GBP
Continuing operations
Revenue - 26,823
Gross profit - 26,823
Administrative expenses 3 4,768,579 (203,930)
Direct costs incurred in connection
with EHGOF financing facility 3 - (585,000)
Other operating income 44 -
Operating Profit / (Loss) 4,768,623 (762,107)
Profit / (Loss) before taxation 4,768,623 (762,107)
Taxation 5 - -
---------- ----------
Profit / (Loss) for the period from
continuing operations 4,768,623 (762,107)
Profit / (Loss) for the period 4,768,623 (762,107)
Total comprehensive profit / (loss)
for the period 4,768,623 (762,107)
========== ==========
Loss per ordinary share 6
Basic and diluted
* from continuing operations (0.00) (0.00)
(0.00) (0.00)
* from discontinued operations
========== ==========
The profit for the year and total comprehensive profit for the year
are wholly attributable to the equity holders of the parent.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
30 June 30 June
2023 2022
Notes GBP GBP
Assets
Non-current assets
Intangible assets 7 1 1
Total non-current assets 1 1
------------ ------------
Current assets
Cash and cash equivalents 9 50,243 5
------------ ------------
50,243 5
------------ ------------
Total assets 50,244 6
============ ============
Equity
Share capital 10 4,539,523 4,450,506
Share premium 11 8,341,761 7,900,778
Retained deficit 11 (16,521,181) (21,289,804)
------------ ------------
(3,639,897) (8,938,520)
Liabilities
Current liabilities
Trade and other payables 12 1,750,141 6,523,526
Loans and borrowings 13 1,940,000 2,415,000
3,690,141 8,938,526
------------ ------------
Total liabilities 3,690,141 8,938,526
------------ ------------
Total equity and liabilities 50,244 6
============ ============
The financial statements of Iconic Labs plc were approved by the
Board and authorised for issue on 30 October 2023. They were signed
on its behalf by:
Bradley Taylor
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2023
Share Share Retained Total
capital premium deficit Equity
GBP GBP GBP GBP
Balance at 30 June 2021 4,450,506 7,900,778 (20,527,697) (8,176,413)
--------- --------- ------------ -----------
Loss for the period - - (762,107) (762,107)
Total comprehensive loss for
the period - - (762,107) (762,107)
--------- --------- ------------
Transactions with owners:
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,804) (8,938,520)
--------- --------- ------------ -----------
Profit for the year - - 4,768,623 4,768,623
Foreign exchange translation - - - -
--------- --------- ------------ -----------
Total comprehensive loss for
the year - - 4 ,768,623 4,768,623
--------- --------- ------------ -----------
Transactions with owners:
Issue of shares 89,017 440,983 - 530,000
Cost of placings - - - -
--------- --------- ------------ -----------
Total contribution by and distribution
to owners 89,017 440,983 - 530,000
(3,639,897
Balance at 30 June 2023 4,539,523 8,341,761 (16,521,181) )
========= ========= ============ ===========
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2023
Year ended Year ended
30 June 30 June
2023 2022
Notes GBP GBP
Cash flows from operating activities
Total comprehensive profit /
(loss) for the period 4,768,623 (762,107)
(Profit)/Loss from sale of tangible - -
assets
Net write back of loan notes (915,000) -
Depreciation - -
Finance costs - -
3,853,623 (762,107)
Decrease/(increase) in trade
and other receivables - 103,126
(Decrease)/increase in trade
and other payables (4,773,385) 642,057
(Decrease) in provisions - (34,000)
------------ -----------
Operating cash flows used by continuing
activities (919,762) (50,924)
Operating cash flows generated from/(used - -
by) discontinued operations
------------ -----------
Net cash used in operating activities (919,762) (50,924)
Cash flows from financing activities
Issue of share capital 10 - -
Issue of share premium - -
Cash flows from issue of convertible
loan notes 13 970,000 -
Financing cash flows from continuing 970,000 -
activities
Financing cash flows used by discontinued - -
operations
Net cash flows from financing activities 970,000 -
Net increase/(decrease) in cash
and cash equivalents 50,238 (50,924)
Cash and cash
equivalents at
beginning
of period 5 50,929
Cash and cash equivalents at period
end 9 50,243 5
------------ -----------
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
30 June 30 June
2023 2022
Notes GBP GBP
Non-current assets
Investments 8 1 2
Non-current assets 1 2
------------ ------------
Current assets
Cash and cash equivalents 9 50,243 -
------------ ------------
50,243 -
------------ ------------
Total assets 50,244 2
============ ============
Equity
Share capital 10 4,539,523 4,450,506
Share premium 11 8,341,761 7,900,778
Retained deficit 11 (16,521,181) (21,289,344)
------------ ------------
(3,639,897) (8,938,060)
Current liabilities
Trade and other payables 12 1,750,141 6,523,062
Loans and borrowings 13 1,940,000 2,415,000
------------ ------------
3,690,141 8,938,062
------------ ------------
Total liabilities 3,690,141 8,938,062
------------
Total equity and liabilities 50,244 2
============ ============
The Company's profit and total comprehensive profit for the year
ended 30 June 2023 was GBP4,768,163 (30 June 2022: GBP1,403,138
loss).
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2023
Share Share premium Retained Total
capital GBP deficit equity
GBP GBP GBP
Balance at 30 June 2021 4,450,506 7,900,778 (19,886,206) (7,534,922)
--------- --------------- ------------- -----------
Loss for the period - - (1,403,138) (1,403,138)
--------- --------------- ------------- -----------
Total comprehensive loss for
period - - (1,403,138) (1,403,138)
--------- --------------- ------------- -----------
Transactions with owners
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,344) (8,938,060)
Profit for the year - - 4,768,163 4,768,163
--------- --------------- ------------- -----------
Total comprehensive profit
for year - - 4,768,163 4,768,163
--------- --------------- ------------- -----------
Transactions with owners
Issue of shares 89,017 440,983 - 530,000
Cost of placings - - - -
--------- --------------- ------------- -----------
Total contributions by and
distributions to owners 89,017 440,983 - 530,000
--------- --------------- ------------- -----------
Balance at 30 June 2023 4,539,523 8,341,761 (16,521,181) (3,639,897)
========= =============== ============= ===========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2023
1. Accounting Policies
Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union ("adopted IFRS") and with those parts of the
Companies Act 2006 applicable to companies preparing their accounts
under adopted IFRS.
These consolidated financial statements are presented in Pounds
Sterling ('GBP'), which is considered by the directors to be the
functional and presentation currency.
The Company's individual statement of comprehensive income has
been omitted from the Group's annual financial statements having
taken advantage of the exemption not to disclose under Section
408(3) of the Companies Act 2006.
Going concern
The Directors consider it is appropriate to prepare the Iconic
financial statements on the basis that that they are able to
continue to operate for a period of at least 12 months from the
date of approving these financial statements.
As noted in the Strategic Report when making this assessment the
Directors have prepared forecasts which consider the expected level
of expenditure over the course of the review period together with
the anticipated revenues arising from the new business and
acquisitions completed shortly after the period end. Key to the
compilation of the forecasts central to the Directors' assessment
of going concern are the following factors:
-- The Group is at an early stage of development and is not
currently profitable. Despite strong confidence in its business
plan and forecasts, the Directors recognise there is a risk that it
may require more funding but not be able to find agreement with a
funding partner.
-- The Group has only recently exited administration and the
Board is working diligently to ensure compliance with the terms of
the CVA and also to get the Group relisted as soon as possible.
Basis of consolidation
The Group financial statements consolidate those of the parent
company and all of its subsidiaries. Subsidiaries are entities
controlled by the Group. The parent company controls a subsidiary
if it has power over the investee to significantly direct the
activities, exposure, or rights, to variable returns from its
involvement with the investee, and the ability to use its power
over the investee to affect the amount of the investors' returns.
The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control
commences until the date that control ceases.
The results of subsidiaries acquired or disposed in the period
are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate. All intra-group transactions, balances,
income and expenses are eliminated on consolidation.
The results and net assets of subsidiaries whose accounts are
denominated in foreign currencies are retranslated into Sterling at
average rates and year-end rates respectively.
Where the Group has the power to participate in (but not
control) the financial and operating policy decisions of another
entity, it is classified as an associate. Associates are initially
recognised in the consolidated statement of financial position at
cost. Subsequently associates are accounted for using the equity
method, where the Group's share of post-acquisition profits and
losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive
income (except for losses in excess of the Group's investment in
the associate unless there is an obligation to make good those
losses).
Business combinations
The Group applies the acquisition method of accounting for
business combinations. The consideration transferred by the Group
to obtain control of a subsidiary is calculated as the sum of the
acquisition date fair values of assets transferred, liabilities
incurred and equity interests issued by the Group. Acquisition
costs are expensed as incurred.
Revenue recognition
Revenue represents the amount of consideration to which the
Group expects to be entitled in exchange for the provision of its
services to the client, net of discounts and sales taxes.
The Group uses the five-step model as prescribed under IFRS15 on
the Group's revenue transaction. This included the identification
of the contract, identification of the performance obligations,
determination of the transaction price, allocation of the
transaction price to the performance obligations and recognition of
revenue. The point of recognition arises when the Group satisfies
the performance obligation by transferring control of a promised
service to the customer which could occur over time or at a point
in time. Provision is made for all foreseeable losses where the
Company believes that a contract will deem to be unprofitable, or a
client fails to remunerate the Company for services provided.
Sale of Services
Revenue that has been billed to the client, but which is yet to
be paid is accrued within trade receivables.
Foreign currency
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at exchange
rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are retranslated to the functional currency at the exchange rate at
that date.
Non-monetary items in a foreign currency that are measured based
on historical cost are translated using the exchange rate at the
date of the transaction.
Foreign currency differences arising on retranslation are
recognised in the statement of comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. The tax currently payable is based on taxable
profit for the year. Taxable profit differs from net profit as
reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference
arises from goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting
profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is measured on an undiscounted basis using the tax
rates that are expected to apply in the period when the liability
is settled or the asset is realised. Deferred tax is charged or
credited in the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred
tax is also dealt with in equity.
Intangible fixed assets
Intangible assets comprise capitalised computer software which
are initially recognised at cost.
Amortisation is provided so as to write off their carrying value
over their expected useful economic lives. It is provided at the
following rates:
Computer Software 33% straight line basis
Intangible assets also comprise intellectual property which is
initially measured at cost. The useful economic life of the asset
is considered to be such that any amortisation charge would be
immaterial to the financial statements. The directors have
therefore decided that an annual impairment review rather than an
systematic amortisation is more appropriate for this asset.
Impairment of non-current assets
At each reporting date the Group reviews the carrying amounts of
its property, plant and equipment and intangible assets to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any).
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss is recognised
as an expense immediately, unless the relevant asset is carried at
a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Financial assets
Financial assets are recognised when the Group becomes a party
to the contractual provisions of the financial asset.
Financial assets are derecognised when the contractual rights to
the cash flows from the financial assets expire, or when the
financial asset and substantially all of the risks and rewards are
transferred.
The financial assets of the Group are initially measured at fair
value adjusted for transaction costs (where applicable).
Financial assets are classified into the following
categories:
- Amortised cost
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
- The Group's business model for managing the financial asset
- The contractual cash flow characteristics of the financial asset
All income and expenses relating to financial assets that are
recognised in profit or loss are presented within finance costs and
finance income.
Financial assets are measured at amortised cost if the assets
meet the following conditions (and are not designated as
FVTPL):
- They are held within a business model whose objective is to
hold the financial assets and collect its contractual cash
flows
- The contractual terms of the financial assets give rise to
cash flows that are solely payments of principal and interest on
the principal amount outstanding
After initial recognition, these are measured at amortised cost
using the effective interest method. Discounting is omitted where
its effect is immaterial. The Group's cash and cash equivalents,
trade and other receivables fall into this category.
An impairment loss in respect of a financial asset measured at
amortised cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows
discounted at the asset's original effective interest rate. Losses
are recognised in profit or loss and reflected in an allowance
against trade and other receivables. When an event occurring after
the impairment was recognised causes the amount of impairment loss
to decrease, the decrease in impairment loss is reversed through
profit or loss.
Trade and other receivables
The group makes use of a simplified approach in accounting for
trade and other receivables and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls
in contractual cash flows, considering the potential for default at
any point during the life of the financial instrument. In
calculating, the Group uses its historical experience, external
indicators and forward-looking information to calculate the
expected credit losses using a provision matrix.
The Group assesses impairment of trade and other receivables on
a collective basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits. These are initially and subsequently recorded at fair
value.
Financial liabilities
The Group's principal financial liabilities include trade and
other payables, leases and convertible debt none of which would be
classified as fair value through profit or loss.
Therefore, these financial liabilities are classified as
financial liabilities at amortised cost, as defined below:
Other financial liabilities include the following items:
-- Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost using the effective interest method,
which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability
carried in the statement of financial position. Interest expense in
this context includes initial transaction costs and premium payable
on redemption, as well as any interest or coupon payable while the
liability is outstanding.
-- Trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
Convertible loan notes
Convertible loan notes issued by the Group comprise loan notes
that can be converted to ordinary shares at the option of the
holder.
The liability component of the convertible loan notes is
recognised on the date of inception and is determined using a
market interest rate for an equivalent non-convertible instrument.
The equity element is recognised as the difference between the
value of the financial instrument as a whole and the value of the
liability component. Any directly attributable transaction costs
are allocated to the equity and liability components in proportion
to their initial carrying amounts.
Subsequently, the liability component of a compound financial
instrument is measured at amortised cost using the effective
interest rate method.
Leased assets
The company applies IFRS 16 Leases. Accordingly leases are all
accounted for in the same manner:
-- A right of use asset and lease liability is recognised on the
statement of financial position, initially measured at the present
value of future lease payments;
-- Depreciation of right-of-use assets and interest on lease
liabilities are recognised in the statement of comprehensive
income;
-- The total amount of cash paid is recognised in the statement
of cash flows, split between payments of principal (within
financing activities) and interest (also within financing
activities)
The initial measurement of the right of use asset and lease
liability takes into account the value of lease incentives such as
rent free periods.
The costs of leases of low value items and those with a short
term at inception are recognised as incurred.
Share capital
The Group's ordinary shares are classified as equity
instruments.
Changes in accounting standards, amendments and
interpretations
At the date of authorisation of the financial statements, the
following amendments to Standards and Interpretations issued by the
IASB that are effective for an annual period that begins on or
after 1 January 2022. These have not had any material impact on the
amounts reported for the current and prior periods.
Standard or Interpretation Effective
Date
Annual improvements to IFRS Standards 2018-2020 1 January
2022
IAS 37 - Onerous Contracts 1 January
2022
IAS 16 - Property, Plant and Equipment 1 January
2022
IFRS 3 - Reference to the Conceptual Framework 1 January
2022
IFRS 9 Annual Improvements to IFRS Standards 1 January
2018-2020 Cycle 2022
New and revised Standards and Interpretations in issue but not
yet effective
At the date of authorisation of these financial statements, the
Company has not early adopted any of the following amendments to
Standards and Interpretations that have been issued but are not yet
effective:
Standard or Interpretation Effective
Date
IAS 1 - Disclosure of Accounting Policies 1 January
2023
IAS 1 Amendments regarding the classification 1 January
of liabilities 2023
IAS 1 Amendments to defer the effective date 1 January
of the January 2020 amendments 2023
IAS 8 - Amendments regarding the definition 1 January
of accounting estimates 2023
IAS 12 - Deferred Tax Arising from a Single 1 January
Transaction 2023
IFRS 17 - Insurance Contracts 1 January
2023
As yet, none of these have been endorsed for use in the UK and
will not be adopted until such time as endorsement is confirmed.
The Directors do not expect any material impact as a result of
adopting standards and amendments listed above in the financial
year they become effective.
2. Critical Accounting Estimates and Judgements
The group makes certain estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from
these estimates and assumptions. Significant management judgements
are as follows:
Legacy Issues
-- Due to the change in the Board, key management and operations
of the Group that took place in March 2021, it is possible that
there are unrecorded liabilities relating to discontinued
activities about which the Board are unaware. The Board have
undertaken, to the extent possible, a thorough review of the
creditor position of the Parent Company and the Group, with a core
focus on the legacy business operations. Notwithstanding the
Board's assessment, there is a residual risk unforeseen liabilities
may arise. However, due to the publicity around the new business,
shutting down the old one and drawing down on the EHGOSF facility,
a number of claims were made against the company. Since the period
end, no additional creditors have made a claim against the Group or
the Parent Company. While it is important to consider these
liabilities in these accounts the Board have however made a
judgment that the risk of unrecorded actual or contingent
liabilities is now low.
-- The Group's former Board under through its Cellplan
subsidiary was promoting bespoke stem cell medical insurance and
launched a website to market the product. After due enquiry, the
new Board is not aware that any such policies were issued. There
does however remain a residual risk that policies may have been
issued. The board consider that the incidence and financial impact
is now low.
3. Profit/(Loss) from Operations
Year ended Year ended
30 June 30 June
2023 2022
GBP GBP
The loss for the period is stated after charging:
Auditors remuneration - audit services 30,000 50,000
Expenses by nature: GBP GBP
Legal and professional fees 772,578 (7,102)
Consultancy fees 433,368 255,254
Other supplies and external services 112,957 86,027
Total operating expenses 1,348,903 334,179
------------
Creditors written off (6,117,482) -
Impairment of loans - (130,249)
------------ ----------
Total administrative expenses (4,768,579) 203,930
------------ ----------
Direct costs in connection with
EHGOSF financing facility - 585,000
Other penalties - -
------------ ----------
(4,768,579) 788,930
------------ ----------
4. Staff Costs
No wages were paid during this year or the
previous year.
Employee Numbers
The average number of staff employed by the group during the
period amounted to:
General and administration 3 4
3 4
---
Key management personnel compensation
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the
activities, and are the directors of the company.
Remuneration of the directors and highest paid director is shown
in the Remuneration Committee Report.
5. Taxation
Year ended Year ended
30 June 30 June
2023 2022
GBP GBP
Current tax - -
----------- -----------
Total current tax - -
----------- -----------
The reason for the difference between the actual tax charge for
the period and the standard rate of corporation tax in the United
Kingdom applied to losses for the period are as follows:
Year ended Year ended
30 June 30 June
2023 2022
GBP GBP
Profit/(Loss) before taxation 4,768,623 (762,107)
Tax using the parent company's domestic tax
rate of 19% (2022: 19%) 906,038 (144,800)
Effects of:
(Utilisation of)/unrelieved tax losses and
other deductions arising in the period (906,038) 144,800
Expenses not deductible for taxation purposes - -
Total tax charged in the income statement - -
-------------
The deferred taxation attributable to losses arising in the year
and for losses carried forward has not been recognised in these
accounts due to the uncertainty over whether this will be
recovered.
6. Loss per share
Year ended Year ended
30 June 30 June 2022
2023 GBP
GBP
Numerator
Profit/(Loss) for the period 4,768,623 (762,107)
Denominator
Weighted average number of ordinary shares
used in basic EPS 46,306,916,660 37,405,248,039
Basic and diluted loss per share (0.00) (0.00)
* continuing operations (0.00) (0.00)
* discontinued operations
--------------- -------------------
7. Intangible Assets
Intellectual
Property Total
GBP GBP
Cost
Balance at 30 June 2022 21,600 21,600
Additions - -
------------
Balance at 30 June 2023 21,600 21,600
------------ -------
Amortisation
Balance at 30 June 2022 21,599 21,599
Impairment - -
Balance at 30 June 2023 21,599 21,599
------------ -------
Carrying amounts
Balance at 30 June 2023 1 1
============ =======
Balance at 30 June 2022 1 1
============ =======
8. Investments
Company
30 June 30 June
2023 2022
GBP GBP
Investments in subsidiaries 1 2
1 2
=========== ===========
Subsidiaries as at 30 June 2023:
Country of Nature of
Entity Registered incorporation business Notes
office
address
------------------------- ------------------------ ------------------------- ----------------------- ------------------
WideCells International 7 Bell Yard, United Holding (c)
Limited London, Kingdom company (d)
WC2A 2JR
WideCells Rua Da Casa Portugal Trading (a)
Portugal Branca, company
SA 97 Coimbra
3030-109,
Portugal
WideCells Calle Spain In (a)
Espana Castillo de liquidation
SL Fuensaldana,
4, 28232
Las Rozas,
Madrid
CellPlan 7 Bell Yard, United Dormant (a)
Limited London, Kingdom company (d)
WC2A 2JR
CellPlan Edificio Portugal Dormant (b)
International Tower Plaza company (d)
Lda Rotunda Eng,
Edgar
Cardoso, no.
23,
11 F,
4400-676
Vila
Nova de
Gaia,
Portugal
Nuuco Media 7 Bell Yard, United Dormant (c)
Limited London, Kingdom company (d)
WC2A 2JR
Notes: (a) 100% owned by WideCells International Limited (b)
100% owned by CellPlan Limited
(c) 100% owned by Iconic Labs plc (d) Ordinary Shares Held
9. Cash and cash equivalents
Group
30 June 30 June
2023 2022
GBP GBP
Cash at bank available on demand 50,243 5
Bank overdraft - -
-------- --------
Total cash and cash equivalents 50,243 5
-------- --------
Company
30 June 30 June
2023 2022
GBP GBP
Cash at bank available on demand 50,243 -
Total cash and cash equivalents 50,243 -
--------
10. Company Share Capital
30 June 2023 30 June 2022
Number GBP Number GBP
Authorised, allotted
and fully paid - classified
as equity
Ordinary shares of
GBP0.00001
each 46,306,916,660 463,069 37,405,248,039 374,052
Deferred shares of
GBP0.00249
each 1,637,129,905 4,076,454 1,637,129,905 4,076,454
-------------------------- ---------- ------------------------------- ------------
Total 47,944,046,565 4,539,523 39,042,377,944 4,450,506
-------------------------- ---------- ------------------------------- ------------
At 30 June 2023, the Company had 46,306,916,660 Ordinary shares
of GBP0.00001 in issue.
As at 30 June 2023 the Company had 1,637,129,905 Deferred Shares
of GBP0.00249 each.
In accordance with the Companies Act 2006, the company has no
limit on its authorised share capital.
The holders of Ordinary shares have full voting, dividend and
capital distribution rights. The Ordinary shares do not confer any
rights of redemption.
On or following the occurrence of a change of control the
receipts from the acquirer shall be applied to the holders of the
Ordinary shares pro rata to their respective holdings.
Ordinary shares and Deferred Shares are recorded as equity.
At 30 June 2023 the Company had issued 6,125,000,000 warrants to
EHGOSF at a strike price of GBP0.00003 per share. All warrants
remain outstanding at the year end date.
11. Reserves
The following describes the nature and purpose of each reserve
within equity:
Reserve Description and purpose
Share premium Amount subscribed for share
capital in excess of nominal
value
Retained deficit All other net gains and losses
and transactions with owners
(e.g. dividends) not recognised
elsewhere
12. Trade and other payables
Group
30 June 30 June
2023 2022
GBP GBP
Trade payables 1,704,142 809,844
Other payables - 5,574,562
Accruals 45,999 139,120
Tax and social security - -
-------------- --------------
Total 1,750,141 6,523,526
-------------- --------------
Book values approximate to fair values at 30 June 2023 and 30
June 2022.
Company
30 June 30 June
2023 2022
GBP GBP
Trade payables 1,704,142 809,380
Other payables - 5,574,562
Accruals 45,999 139,120
Tax and social security - -
---------- ----------
1,750,141 6,523,062
---------- ----------
Book values approximate to fair values at 30 June 2023 and 30
June 2022.
13. Loans and borrowings
Group
30 June 30 June
2023 2022
Current GBP GBP
Convertible loans 1,940,000 2,415,000
---------- ----------
Total 1,940,000 2,415,000
---------- ----------
Book values approximate to fair values at 30 June 2023 and 30
June 2022.
During the year, as part of the settlement agreements, EHGOSF
agreed to cancel the outstanding convertible loan agreements and
warrants in exchange for new convertible loan notes of GBP750,000,
and in addition, GBP750,000 in new convertible loan notes were
issued to Linton Capital. These remain unconverted at the end of
the year. These convertible loan notes are secured by relevant
legal charges over the assets of the Company.
Also during the year, the Company entered into a financing
facility with EHGOSF for the issue of up to GBP3m of further
convertible loan notes. At the year end the Company had drawn down
GBP1,030,000 of the facility of which GBP530,000 had been converted
into shares and fees of GBP60,000 had been deducted. This facility
is unsecured.
Company
30 June 30 June
2023 2022
Current GBP GBP
Convertible loans 1,940,000 2,415,000
Total 1,940,000 2,415,000
----------
14. Provisions
30 June 30 June
2023 2022
GBP GBP
Provisions brought forward - 34,000
Provision reversed in the year - (34,000)
-------- ---------
Provisions carried forward - -
-------- ---------
15. Financial Instruments - Risk Management
The Group is exposed through its operations to the following
financial risks:
-- Credit risk
-- Market risk
-- Liquidity risk
In common with other businesses, the group is exposed to risks
that arise from 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.
The principal financial instruments used by the group, from
which the financial instrument risks arise, are as follows:
-- Cash and cash equivalents
-- Trade and other payables
-- Loans and borrowings
A summary of the financial instruments held by category is
provided below:
-- Financial assets - amortised cost
-- Financial liabilities - amortised cost
Group:
2023 2022
GBP GBP
Cash and cash equivalents 50,243 5
Trade and other receivables - -
--------- -----
Total financial assets - amortised cost 50,243 5
--------- -----
2023 2022
GBP GBP
Trade and other payables 1,750,141 6,523,526
Loans and borrowings 1,940,000 2,415,000
---------- ----------
Total liabilities - amortised cost 3,690,141 8,938,526
---------- ----------
Company: 2023 2022
GBP GBP
Cash and cash equivalents 50,243 -
Trade and other receivables - -
------- -----
Total financial assets - amortised cost 50,243 -
------- -----
2023 2022
GBP GBP
Trade and other payables 1,750,141 6,523,062
Loans and borrowings 1,940,000 2,415,000
---------- ----------
Total liabilities - amortised cost 3,690,141 8,938,062
---------- ----------
The Board has overall responsibility for the determination of
the Group's risk management objectives and policies.
The overall objective of the Board is to set policies that seek
to reduce risk as far as possible without unduly affecting the
Groups' competitiveness and flexibility. Further details regarding
these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a
counterparty to the financial instrument fails to meet its
contractual obligations. It is Group policy to assess the credit
risk of new customers before entering into contracts.
Credit risk also arises from cash and cash equivalents and
deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with high
credit status are accepted.
The Group does not enter into derivatives to manage credit
risk.
Cash in bank
Group
2023 2022
GBP GBP
Cash held at Wise Payments Limited 50,243 5
Total financial assets 50,243 5
-------
Company
2023 2022
GBP GBP
Cash held at Wise Payments Limited 50,243 -
Total financial assets 50,243 -
-------
Market risk
Foreign exchange risk
Foreign exchange risk arises because the Group has operations in
Portugal and Spain, whose functional currency is not the same as
the functional currency of the Group. The Group's net assets
arising from such overseas operations are exposed to currency risk
resulting in gains or losses on retranslation into sterling.
As of 30 June 2023, the Group's exposure to foreign exchange
risk was not material as the overseas operations had been
discontinued.
Liquidity risk
Liquidity risk arises from the Group's management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due.
The Board will continue to monitor long term cash projections
and will consider raising funds as required.
The following table sets out the contractual maturities
(representing undiscounted contractual cash-flows) of financial
liabilities:
Group:
Between Between Between Over
Up to 3 and 1 and 2 and 5 years
3 months 12 2 5 years GBP
2023 GBP months years GBP
GBP GBP
Trade and other payables 1,750,141 - - - -
Borrowings 1,940,000 - - - -
Total 3,690,141 - - - -
----------- -------- -------- ---------
Between Between Between Over
Up to 3 and 1 and 2 and 5 years
3 months 12 2 5 years GBP
2022 GBP months years GBP
GBP GBP
Trade and other payables 6,523,526 - - - -
Borrowings 2,415,000 - - - -
Total 8,938,526 - - - -
----------- -------- -------- ---------
More details in regard to the line items are included in the
respective notes:
-- Trade and other payables - note 12
-- Loan and borrowings - note 13
At the balance sheet date, the Group had liabilities due for
settlement within 3 months of GBP3,690,141, compared to a cash
balance of GBP50,243. Since the year end, the Group has negotiated
settlements on all outstanding disputes, finalised a CVA with the
Joint Administrators and the critical, preferential, secured, and
unsecured creditors and agreed to financing terms with EHGOSF to
support the Company.
GBP1,940,000 of borrowings re convertible loan notes which are
to be settled by way of an issue of share capital.
The Group monitors capital which comprises all components of
equity (i.e. share capital, share premium and accumulated
deficit).
The directors are aware of the need for the Group to obtain
capital in order to fund the growth of the business and are in
continual discussions with providers of both debt and equity
capital. The directors regularly review the status of such
discussions and aim at all times to have offers of capital funding
available to the Company which more than exceed the needs of the
Company over the coming period.
In the medium term and in addition to the need to safeguard the
entity's ability to continue as a going concern, the directors are
aware of the views of members on certain financing structures and
therefore have set an objective to move towards a conventional,
simplified capital structure based on equity capital.
Further details about the directors' assessment of the Group's
ability to continue as a going concern and the key considerations
there to are set out in the Corporate Governance Report.
At present the directors do not intend to pay dividends but will
reconsider the position in future periods, as the Group becomes
profitable.
16. Capital commitments
Iconic had no capital commitments at 30 June 2023 or 30 June
2022.
17. Related party Transactions
Details of Directors' remuneration are given in the Remuneration
Report.
18. Contingent Liabilities
Iconic had no contingent liabilities at 30 June 2023 or 30 June
2022.
19. Ultimate Controlling Party
The Directors do not consider that there is an ultimate
controlling party of Iconic.
20. Reconciliation of movement in net (debt)/cash
Repayment
Non-cash of
Net debt change borrowings Conversion Net cash
at 01 July Cash flow in (continuing of loan at 30 June
2022 loan activities) notes to 2023
notes equity
GBP GBP GBP GBP GBP GBP
Cash at bank
and in hand 5 50,238 - - - 50,243
Borrowings (2,415,000) (970,000) 915,000 - 530,000 (1,940,000)
Total
financial
liabilities (2,414,995) (919,762) 915,000 - 530,000 (1,889,757)
Repayment
Loan Loan notes of
Net cash notes converted borrowings New loans Net cash
at 01 July Cash flow issued in the (continuing in the at 30
2021 in the period activities) period June 2022
period
GBP GBP GBP GBP GBP GBP GBP
Cash at
bank and
in hand 50,929 (50,924) - - - - 5
Borrowings (2,415,000) - - - - - (2,415,000)
Total
financial
liabilities (2,364,071) (50,924) - - - - (2,414,995)
21. Post Balance Sheet Events
As part of the requirements for the Company's successful exit
from administration and renewed trading on the London Stock
Exchange, the Company published a Prospectus on 8 August 2023 to
provide the Company with the ability to issue further Ordinary
Shares under the Prospectus Regulation Rules as follows:
(i) Up to 1,674,130,609 Ordinary Shares to be issued to
unsecured creditors under the CVA;
(ii) Up to 45,045,045,045 Ordinary Shares to be issued to EHGOSF
to convert GBP750,000 in convertible notes, and to Linton Capital
to convert GBP750,000 in convertible notes under the Settlement
Deed;
(iii) Up to 80,180,180,180 Ordinary Shares to be issued to
EHGOSF to satisfy GBP2,670,000 in unconverted drawdowns and certain
fees pursuant to the Financing Facility;
(iv) Up to 36,038,525,658 Ordinary Shares to be issued to EHGOSF
to satisfy the exercise of its Warrants under the Financing
Facility; and
(vii) Up to 22,027,027,027 Ordinary Shares to be issued to Ott
Ventures s.r.o and/or Ott Ventures USA, Inc. under the Management
Services Agreement for outstanding fees as set out in the 2022
Accounts totalling, to date, GBP690,000 and a further GBP125,000 in
part lieu of fees for the balance of the calendar year, being in
aggregate GBP815,000.
The Company held its Annual General Meeting ("AGM") on 25 August
2023 at which all resolutions were duly passed, including a
resolution for the consolidation of the Company's Ordinary Shares
on a 10,000 for 1 basis, such that every 10,000 Ordinary Shares of
GBP0.00001 each were consolidated into 1 Ordinary Share of GBP0.1
each in nominal value. The primary objective of the consolidation
was to reduce the number of Ordinary Shares, with the intention of
creating a higher share price per Ordinary Share in the capital of
the Company, which we believe will make the Company and the
Ordinary Shares more attractive to a broader range of
investors.
Since the publication of the Prospectus and the AGM, the Company
was pleased to announce that it had satisfied the final condition
to bring the CVA to a successful conclusion when it issued 83,256
Ordinary Shares of GBP0.1 each to the creditors under the CVA. As
of 21 September 2023, all documents concluding the CVA had been
filed with, and accepted by, Companies House.
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END
FR QFLBXXBLZFBK
(END) Dow Jones Newswires
October 31, 2023 03:00 ET (07:00 GMT)
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