12th Apr 2011 07:00
For immediate release 12 April 2011
VIPERA PLC
("VIPERA" or "THE COMPANY")
FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2010
NOTICE OF GENERAL MEETING
Vipera, the specialist provider of mobile financial services, today announces its results for the year to 31 December 2010. The report and accounts, together with notice of general meeting, will shortly be posted to shareholders, and will be available on the website: www.vipera.com.
Financial Overview
·; Vipera GmbH completed the reverse acquisition of Ricmore Capital Plc
·; Vipera plc admitted to trading on AIM (VIP.L)
·; Raised £1,055,000 through two successful placings
·; Operating Revenue of £253,000, not including a £158,000 profit on disposal of assets
·; EBITDA of £49,000
·; Cash balances £1,307,000
Operational Highlights
·; Qatar National Bank awarded Vipera and its local partner Mannai Corporation a multi-year contract for the development and operation of its mobile banking and mobile payment solutions
·; Distribution agreement signed with T.N. Information Systems Ltd (TNIS), a leading consulting & IT services company serving the banking and government market in Thailand
·; Increased levels of service provided to existing clients including Dubai Police and Mashreq Bank
·; Partnership agreements with leading payment institutions and technology providers including Wipro Systems, Siemens and Italel Spa, a leading provider of telecommunication networks and related services
·; Considerable progress in the Middle East to include a contract with the First Gulf Bank of Abu Dhabi for the development of its mobile banking and mobile payment solutions
Commenting on the results John Defterios, Chairman of Vipera said;
"It has been a year of considerable progress for Vipera and success for its shareholders. I am delighted to present the Company's maiden results as a publically listed business. Vipera operates in the fast growing mobile financial services sector. Our technology platform, experienced management and strong balance sheet coupled with our internationally recognisedtechnology partners and progress to date allows us to look to future with cautious optimism."
Contacts:
Vipera PLC | |
Marco Casartelli | Tel: +39 02 7214 2424 |
Roger Mitchell | Tel: +39 02 7214 2424 |
Martin Perrin | Tel: +44 (0) 7785 505 337 |
Beaumont Cornish Limited | Tel: +44 (0) 20 7628 3396 |
Roland Cornish | |
Felicity Geidt | |
Daniel Stewart & Company plc (Broker) | |
Colin Rowbury | Tel: + 44 (0) 20 7776 6550 |
| |
Media Enquiries | |
Hudson Sandler Charlie Jack / George Parker |
Tel: + 44 (0) 20 7796 4133 |
-Continued-Chairman's Statement
Overview
2010 was a year of considerable progress for the Company and success for its shareholders. In August Vipera GmbH completed a reverse acquisition of Ricmore Capital Plc, and Ricmore Capital Plc changed its name to Vipera Plc ("Vipera"). The principal activity of Vipera is the provision of software and services that enable mobile access to personal financial services. Its primary revenue streams come from the banking, technology and telecoms sectors that are all making the development of mobile banking and payment solutions increasingly core to their strategies. I joined the Board at the date of acquisition, and I am pleased to welcome you all to the enlarged group and to report on its affairs.
Acquisition of Vipera and Placing
Pursuant to the reverse acquisition by Vipera GmbH of Ricmore Capital Plc ("Ricmore"), an investing company under the AIM Rules, Ricmore executed a Capital Reorganisation being a Subdivision and Share Consolidation as a result of which a holder of 25 then Existing Ordinary Shares held instead one New Ordinary Share (and one Deferred Share).
For Vipera GmbH shareholders, shares were swapped for shares in Vipera Plc and shareholders either now hold these in CREST or in certificated form. The Group has raised £1,055,000 from two successful placings during the year, one at the time of the acquisition and an additional placing in November. This has given the Group a secure financial base from which to work.
Financial Results
The financial statements to 31 December 2010 reflect the trading results of Vipera GmbH for the year, the results of Vipera Plc from the date of acquisition, and the results of a new subsidiary that was formed in Italy in September 2010. In the Financial Statements set out in these Report and Accounts, the 2009 comparatives relate, under the IFRS treatment of a reverse acquisition, to the outturn for Vipera GmbH.
During the year Ricmore Capital plc received further consideration from the sale of a former subsidiary, giving rise to income of £158,000. The mechanics of accounting for the reverse acquisition also gave rise to goodwill arising on the acquisition of Ricmore Capital Plc by Vipera GmbH and the board have felt it appropriate to provide £320,000 against this goodwill enabling us to only carry that goodwill at the £351,000 of costs incurred in executing the reverse acquisition of Vipera GmbH. Excluding the impact of this impairment provision, the Group's profit before tax was £32,000.
Marketplace
Vipera now has a highly defined product offering. Through its unique technology platform it provides financial services institutions, mobile telecom operators and technology partners a highly regarded full suite of mobile financial products including m-payments, m-banking and money transfer.
Current banking and telecoms clients include Mashreq Bank, Qatar National Bank and Axiom Telecom and the Company has made considerable progress in the Middle East, undertaking work for the Ministry of Interior of Qatar and Dubai Police.
Vipera has also secured meaningful partnership agreements with leading payment institutions and technology providers including Wipro Technologies, T.N. Information Systems and Siemens. These will significantly assist the Company to compete globally in enabling the migration of financial transactions to the mobile platform. The market for these services continues to grow at considerable pace with 2.1 billion customers expected to use financial services on a mobile platform by 2013. In particular the strong traction that Vipera has made in Asia, which is set to take 51% of the US$835 billion total global market, positions us well for future uptake.
People
With staff now based in London, Zurich and Milan, our fresh capital has allowed us to treble our headcount and establish presence in the Indian market. Presence in our current strategic locations makes us ideally placed to serve our current and potential customers in the Middle East, Asia, and Europe. I would like to thank all of our staff for their enthusiastic work and commitment over the last year.
Annual General Meeting
Our Annual General Meeting will be held at 1 Cornhill, London EC3V 3ND at 12.00 noon on Tuesday, 17 May 2011 and we welcome shareholders to attend our meeting and to meet our directors and staff.
Outlook
We entered 2011 with a strong balance sheet with over £1m in cash. The current business pipeline includes exciting opportunities which, combined with our growing reputation for technical excellence and a fast expanding marketplace, allow Vipera to look forward with cautious optimism.
John Defterios
Chairman
11 April 2011
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2010
Note | 2010 | 2009 | |
£ | £ | ||
Continuing operations | |||
Revenues | 3 | 253,109 | 489,432 |
Operating expenses | 7 | (363,841) | (400,420) |
Operating (loss)/profit | 6 | (110,732) | 89,012 |
Profit on disposal of subsidiary undertaking | 8 | 158,139 | - |
Impairment of goodwill | 13 | (319,780) | - |
Finance income | 9 | 703 | 6,235 |
Finance costs | 10 | (16,205) | (26,260) |
(Loss)/profit before taxation from continuing operations | (287,875) | 68,987 | |
Taxation | 11 | 11,746 | (13,798) |
(Loss)/profit for the year | (276,129) | 55,189 | |
Other comprehensive income | |||
Exchange differences on translation of foreign operations | 67,714 | (55,924) | |
Total comprehensive income attributable to equity shareholders of the Company | (208,415) | (735) | |
(Loss)/earnings per ordinary share from continuing operations attributable to equity shareholders of the Company (expressed in pence per share) | |||
Basic and diluted | 12 | (0.24) p | 0.05 p |
The comparative information for 2009 given above relates to Vipera GmbH.
Consolidated Statement of Financial Position
31 December 2010
Company number 05383355
Note | 2010 | 2009 | |
£ | £ | ||
Non-current Assets | |||
Goodwill | 13 | 351,318 | - |
Intangible assets | 14 | 1,307,349 | 962,004 |
Deferred taxation | 15 | 165,564 | 96,482 |
Property, plant and equipment | 16 | 6,754 | 695 |
Total non-current assets | 1,830,985 | 1,059,181 | |
Current Assets | |||
Trade and other receivables | 18 | 144,411 | 8,977 |
Cash and cash equivalents | 1,307,782 | 17,703 | |
Total current assets | 1,452,193 | 26,680 | |
Current liabilities | |||
Trade and other payables | 19 | (315,993) | (275,365) |
Deferred revenue | (35,659) | (21,393) | |
Current taxation | (7,310) | - | |
Total current liabilities | (358,962) | (296,758) | |
Net current assets/(liabilities) | 1,093,231 | (270,078) | |
Non-current liabilities | |||
Deferred taxation | 15 | (45,290) | (10,815) |
Other payables | 20 | (102,565) | - |
Total non-current liabilities | (147,855) | (10,815) | |
Net Assets | 2,776,361 | 778,288 | |
| |||
EQUITY | |||
Share capital | 21 | 4,491,848 | 561,161 |
Share premium | 2,103,252 | 582,074 | |
Merger and reverse acquisition reserve | (3,338,310) | - | |
Foreign currency translation reserve | (68,094) | (135,808) | |
Retained earnings | (412,335) | (229,139) | |
Shareholders' equity | 2,776,361 | 778,288 | |
Parent Company Statement of Financial Position
31 December 2010
Company number 05383355
Note | 2010 | 2009 | |
£ | £ | ||
Non-current Assets | |||
Investment in subsidiary undertakings | 17 | 7,905,701 | - |
Total non-current assets | 7,905,701 | - | |
Current Assets | |||
Trade and other receivables | 18 | 572,474 | - |
Cash and cash equivalents | 1,126,641 | 943,118 | |
Total current assets | 1,699,115 | 943,118 | |
Current liabilities | |||
Trade and other payables | 19 | (46,052) | (41,578) |
Total current liabilities | (46,052) | (41,578) | |
Net current assets | 1,653,063 | 901,540 | |
Non-current liabilities | |||
Deferred taxation | 15 | - | - |
Total non-current liabilities | - | - | |
Net Assets | 9,558,764 | 901,540 | |
| |||
EQUITY | |||
Share capital | 21 | 4,491,848 | 3,327,684 |
Share premium | 2,103,252 | 1,145,899 | |
Merger reserve | 6,789,188 | - | |
Retained earnings | (3,825,524) | (3,572,043) | |
Shareholders' equity | 9,558,764 | 901,540 | |
Consolidated Statement of Changes in Equity
For the year ended 31 December 2010
Attributable to equity shareholders of the Company
Group | Share capital | Share premium | Merger and reverse acquisition reserve | Foreign currency translation reserve | Retained earnings | Total |
£ | £ | £ | £ | £ | £ | |
Balance at 1 January 2009 | 561,161 | 582,074 | - | (79,884) | (307,319) | 756,032 |
Profit for the financial year | - | - | - | - | 55,189 | 55,189 |
Foreign currency translation adjustments |
- |
- |
- |
(55,924) |
- |
(55,924) |
Total comprehensive income for the year | - | - | - | (55,924) | 55,189 | (735) |
Share based payment transactions | - | - | - | 22,991 | 22,991 | |
Balance at 31 December 2009 |
561,161 |
582,074 |
- |
(135,808) |
(229,139) |
778,288 |
Loss for the financial year | - | - | - | - | (276,129) | (276,129) |
Foreign currency translation adjustments |
- |
- |
- |
67,714 |
- |
67,714 |
Total comprehensive income for the year | - | - | - | 67,714 | (276,129) | (208,415) |
Share based payment transactions |
- |
- |
- |
- |
92,933 |
92,933 |
Shares issued | 127,647 | 957,353 | - | - | - | 1,085,000 |
Reverse acquisition | 3,803,040 | 563,825 | (3,338,310) | - | - | 1,028,555 |
Balance at 31 December 2010 |
4,491,848 |
2,103,252 |
(3,338,310) |
(68,094) |
(412,335) |
2,776,361 |
Parent Company Statement of Changes in Equity
For the year ended 31 December 2010
Parent Company | Share capital | Share premium | Merger reserve | Retained earnings | Total |
£ | £ | £ | £ | £ | |
Balance at 1 March 2009 | 3,327,684 | 1,145,899 | - | (3,540,407) | 933,176 |
Loss and total comprehensive income for the year |
- |
- |
- |
(31,636) |
(31,636) |
Balance at 31 December 2009 | 3,327,684 | 1,145,899 | - | (3,572,043) | 901,540 |
Loss and total comprehensive income for the year |
- |
- |
- |
(346,414) |
(346,414) |
Share based payment transactions |
- |
- |
- |
92,933 |
92,933 |
Shares issued | 127,647 | 957,353 | - | - | 1,085,000 |
Reverse acquisition | 1,036,517 | - | 6,789,188 | - | 7,825,705 |
Balance at 31 December 2010 | 4,491,848 | 2,103,252 | 6,789,188 | (3,825,524) | 9,558,764 |
Group and Parent Company Cash Flow Statements
For the year ended 31 December 2010
2010 | 2009 | ||||
Group | Company** | Group* | Company** | ||
Note | £ | £ | £ | £ | |
Operating profit/(loss) | (110,732) | (492,579) | 89,012 | (108,550) | |
Depreciation of property, plant and equipment | 16 | 1,800 | - | 410 | - |
Expenses settled by the issue of share based payments |
51,624 |
51,624 |
22,408 |
- | |
Interest received | 9 | 703 | 2,950 | 78 | 1,200 |
Foreign exchange on financial instruments | - | - | 6,157 | ||
Foreign exchange on intra-group balances |
(53,841) |
- |
(26,196) |
- | |
Decrease/(increase) in receivables | (120,423) | (572,474) | 29,554 | - | |
(Decrease)/increase in payables | (9,676) | 4,475 | 61,989 | 7,660 | |
Cash from/(used in) operations | (240,545) | (1,006,004) | 183,412 | (99,690) | |
Interest expense | 10 | (16,205) | (15,692) | (64) | - |
Tax paid | (1,956) | - | - | - | |
Net cash generated from/(used in) operating activities |
(258,706) |
(1,021,696) |
183,348 |
(99,690) | |
Purchases of property, plant and equipment | 16 | (7,830) | - | (430) | - |
Purchases of intangible assets | 14 | (197,380) | - | (186,932) | - |
Payments to acquire subsidiary undertaking | - | (8,688) | - | - | |
Cash acquired with subsidiary undertaking | 13 | 531,633 | - | - | - |
Net proceeds of sale of former subsidiary | 8 | 158,139 | 158,907 | - | 590,953 |
Net cash generated from/(used in) investing activities |
484,562 |
150,219 |
(187,362) |
590,953 | |
Financing activities | |||||
Net proceeds from issue of shares | 1,055,000 | 1,055,000 | - | - | |
Net cash generated from financing activities | 1,055,000 | 1,055,000 | - | - | |
Net increase/(decrease) in cash and cash equivalents |
1,280,856 |
183,523 |
(4,014) |
491,263 | |
Foreign exchange on cash and cash equivalents | 9,223 | - | (1,896) | - | |
Cash and cash equivalents at beginning of year | 17,703 | 943,118 | 23,613 | 451,855 | |
Cash and cash equivalents at end of year | 1,307,782 | 1,126,641 | 17,703 | 943,118 | |
*Vipera GmbH
**Vipera Plc
Non cash transactions
On 13 August 2010 the Company issued 103,651,724 Ordinary Shares at 7.55p each in exchange for the issued share capital of Vipera GmbH, as referred to in note 21.
Notes to the Financial Statements
For the year ended 31 December 2010
3 Total revenue and segmental analysis
IFRS 8 requiresoperating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive and Chief Financial Officer to allocate resources to the segments and to assess their performance. Management considers the business from both a geographic and activity perspective. The Group has three geographic operating segments and one single activity. The three geographic segments are located in the UK, Switzerland and Italy. These three segments are involved in the Group's single business activity, being the provision of software and services. In 2009 the activities of Vipera GmbH were conducted in Switzerland, which was the only segment at that time and so amounts shown in respect of 2009 relate to this single geographic segment.
Total revenue comprises:
2010 | 2009* | |
Revenue from external customers: | £ | £ |
Licence and deployment fees | 226,310 | 485,081 |
Support and maintenance charges | 26,569 | 4,170 |
Other fees | 230 | 181 |
253,109 | 489,432 |
*Vipera GmbH
Revenues are generated in a number of countries analysed as to:
2010 | 2009* | |
£ | £ | |
Europe | 39,522 | - |
Middle East | 213,471 | 489,432 |
Far East | 116 | - |
253,109 | 489,432 |
*Vipera GmbH
2010 | 2009 | ||||
UK | Switzerland | Italy | Total | Total | |
£ | £ | £ | £ | £ | |
Total segment revenue | 29,338 | 253,109 | 141,755 | 424,202 | 489,432 |
Inter-segment revenue | (29,338) | - | (141,755) | (171,093) | - |
Revenue from external customers | - | 253,109 | - | 253,109 | 489,432 |
*Vipera GmbH
Sales between segments are carried out at contractually agreed rates.
Revenues in excess of 10% with a single customer were as follows | 2010 | 2009* |
£ | £ | |
Customer 1 | 83,191 | 319,008 |
Customer 2 | 80,621 | 103,437 |
Customer 3 | 49,659 | 66,806 |
Customer 4 | 39,408 | - |
Others | 230 | 181 |
253,109 | 489,432 |
*Vipera GmbH
These revenues are attributable to the Switzerland segment, for the supply of software and related services.
The (Loss)/Profit is attributable to segments as to:
2010 | 2009* | ||||
UK | Switzerland | Italy | Total | Total | |
£ | £ | £ | £ | £ | |
Operating profit/(loss) | 6,827 | (131,193) | 13,634 | (110,732) | 89,012 |
Profit on disposal of subsidiary | 158,139 | - | - | 158,139 | - |
Impairment of goodwill | (319,780) | - | - | (319,780) | - |
Finance income | 682 | 21 | - | 703 | 6,235 |
Finance costs | (15,692) | (510) | (3) | (16,205) | (26,260) |
Taxation | - | 19,068 | (7,322) | 11,746 | (13,798) |
(Loss)/Profit after tax | (169,824) | (112,614) | 6,309 | (276,129) | 55,189 |
*Vipera GmbH
The assets and liabilities of the Group are attributable to segments as to:
2010 | 2009* | |||||
UK | Switzerland | Italy | Consolidation | Total | Total | |
£ | £ | £ | £ | £ | £ | |
Additions to non-current assets |
- |
197,380 |
- |
- |
197,380 |
186,932 |
Depreciation charge | - | 596 | 1,204 | - | 1,800 | 410 |
Total assets | 9,604,816 | 1,702,585 | 155,018 | (8,179,241) | 3,283,178 | 1,085,861 |
Total liabilities | (46,052) | (945,409) | (140,214) | 624,858 | (506,817) | (307,573) |
9,558,764 | 757,176 | 14,804 | (7,554,383) | 2,776,361 | 778,288 |
*Vipera GmbH
4 Staff costs
The average number of employees, including Directors, employed by the Group was:
2010 | 2009* | |
No. | No. | |
Marketing and sales | 2 | 3 |
Technology and product development | 3 | 1 |
Administration | 3 | - |
8 | 4 |
*Vipera GmbH
Employees', including Directors', costs comprise:
2010 | 2009* | |
£ | £ | |
Wages, salaries and other staff costs | 306,937 | 82,557 |
Social security costs | 28,028 | 6,693 |
Pension costs | 2,870 | 2,769 |
337,835 | 92,019 |
The above costs exclude pre-acquisition costs incurred by Vipera Plc (formerly called Ricmore Capital Plc). Staff costs include £140,813 of costs capitalised and included under non-current intangible assets.
5 Directors
Directors' emoluments including pre-acquisition costs incurred by Vipera Plc (formerly called Ricmore Capital Plc) comprise:
2010 | 2009* | |
£ | £ | |
Emoluments | 305,465 | 218,628 |
Highest paid Director's remuneration: | ||
Emoluments | 96,698 | 92,052 |
*Vipera GmbH
Information regarding Directors' share options is shown under Directors' Interests in the Directors' Report.
Group 2010 | Salary and fees |
Bonus | Other benefits |
Total |
£ | £ | £ | £ | |
Executive Directors: | ||||
Marco Casartelli | 96,698 | - | - | 96,698 |
Silvano Maffeis | 89,233 | - | - | 89,233 |
Roger Mitchell | 23,284 | 20,000 | - | 43,284 |
Non-executive Directors: | ||||
John Defterios | 5,625 | - | - | 5,625 |
Martin Perrin | 21,250 | 5,000 | 5,000 | 31,250 |
John Shaw | 24,375 | 15,000 | - | 39,375 |
260,465 | 40,000 | 5,000 | 305,465 |
2009 | Salary and fees |
Bonus | Other benefits |
Total |
£ | £ | £ | £ | |
Executive Directors: | ||||
Marco Casartelli | 92,052 | - | - | 92,052 |
Silvano Maffeis | 82,557 | - | - | 82,557 |
Roger Mitchell | - | - | - | - |
Non-executive Directors: | ||||
John Defterios | - | - | - | - |
Martin Perrin | 18,750 | - | - | 18,750 |
John Shaw | 22,500 | - | - | 22,500 |
215,859 | - | - | 215,859 |
The amounts shown include remuneration paid by Vipera Plc to the Directors in the pre-acquisition period.
6 Operating (loss)/profit
2010 | 2009* | ||
£ | £ | ||
The operating profit/(loss) is arrived at after charging: | |||
Auditors' remuneration: Fees payable to the Company's auditors: - for the audit of the Company's and Group's annual accounts |
18,950 |
3,105 | |
Non-audit fees: | |||
- Tax services | 1,420 | - | |
Net foreign exchange (gains)/losses | (34,722) | 20,039 | |
Depreciation of property, plant and equipment | 1,800 | 410 | |
Operating lease rentals | - Land and buildings | 7,910 | 4,433 |
| - Other | 2,265 | - |
*Vipera GmbH
In accordance with IFRSs, costs associated with the reverse acquisition of Vipera Plc (formerly Ricmore Capital Plc) by Vipera GmbH have been expensed in the statement of comprehensive income of the Company. These had been incurred or accrued for by the date of completion of the acquisition, and have been accounted for as pre-acquisition expenses. In addition to the non-audit fees disclosed above, Littlejohn LLP charged £60,625 (2009 - £Nil) in connection with the corporate finance transaction.
The loss for the financial year dealt with in the financial statements of the parent Company, Vipera Plc, was £346,414 (2009 - loss of £31,636). As permitted by Section 408 of the Companies Act 2006, no separate statement of comprehensive income is presented in respect of the parent Company.
7 Expenses by nature
2010 | 2009* | |
£ | £ | |
Employee benefit expense | 123,647 | 92,019 |
Depreciation | 1,800 | 410 |
Operating lease expenses | 10,175 | 4,433 |
Professional fees | 187,179 | 221,838 |
Other | 41,040 | 81,720 |
363,841 | 400,420 |
8 Profit on disposal of subsidiary undertaking
During the year, the Company received further deferred consideration pursuant to the disposal, in January 2009, of Energy Assets Limited amounting to £158,139.
9 Finance income
2010 | 2009* | |
£ | £ | |
Interest receivable | 703 | 78 |
Foreign exchange gain on financial instruments | - | 6,157 |
703 | 6,235 |
*Vipera GmbH
10 Finance costs
2010 | 2009* | |
£ | £ | |
Interest payable and other finance costs | 16,205 | 64 |
Foreign exchange losses on financial instruments | - | 26,196 |
16,205 | 26,260 |
*Vipera GmbH
11 Tax
Analysis of tax (credit)/charge on ordinary activities:
2010 | 2009* | |
£ | £ | |
Current tax | ||
Current year | 9,323 | - |
Prior year adjustment | - | - |
Deferred tax | ||
Current year | (21,069) | 13,798 |
Prior year adjustment | - | - |
Total tax (credit)/charge (to Consolidated Statement of Comprehensive Income) |
(11,746) |
13,798 |
*Vipera GmbH
Factors affecting the tax (credit)/charge for the year
The tax (credit)/charge for the year is higher (2009 - lower) than the standard rate of corporation tax in the UK of 28% (2009: 28%). The difference is explained below:
2010 | 2009* | |
£ | £ | |
Group (loss)/profit before tax | (287,875) | 68,987 |
Credit on loss on ordinary activities at standard rate | (80,605) | 19,317 |
Effect of: | ||
Expenses not deductible in determining taxable profit | 92,408 | - |
Capital (gains)/losses (utilised)/carried forward | (44,279) | - |
Deferred taxation | (21,069) | - |
Capital taxes | 2,001 | - |
Effect of different corporate tax rates on UK and overseas earnings | 793 | (5,519) |
Tax losses for the period not relieved | 39,005 | - |
(11,746) | 13,798 |
*Vipera GmbH
Factors affecting the tax charge of future periods
Tax losses available to be carried forward by the Group at 31 December 2010 against future profits are estimated to comprise trading losses of approximately £2,296,501 and capital losses of approximately £2,015,813.
A deferred tax asset amounting to approximately £937,898 (31 December 2009: £159,105) has not been recognised in respect of accumulated losses in the UK, as there is insufficient evidence that the asset will be recovered in the foreseeable future. There were no other factors that may affect future tax charges.
12 Loss per share
Basic loss per share has been calculated by dividing the loss on ordinary activities after taxation by the weighted average number of shares in issue during the year. None of the share based payments were potentially dilutive at the year end and so there is no difference between the basic and diluted loss per share.
Since the year end, 276,471 warrants have been exercised, which may result in the dilution of the earnings per share in the future. Details of share options and warrants that were anti-dilutive but may be dilutive in the future are set out in note 22.
31 December 2010 | Basic and Diluted | |
Loss on ordinary activities after taxation | £276,129 | |
Number of shares | 110,803,187 | |
Loss per share (pence) | 0.24 p |
31 December 2009* | Basic and Diluted | |
Profit on ordinary activities after taxation | £55,189 | |
Number of shares† | 96,107,301 | |
Earnings per share (pence) | 0.05 p |
Number of shares: | 2010 | 2009† |
Weighted average number of shares | 110,803,187 | 96,107,301 |
*Vipera GmbH † re-stated for the effect of the reverse acquisition
13 Goodwill and business combination
Group | Company** | |
Goodwill arising on reverse acquisition of the Company by Vipera GmbH | £ | £ |
Cost | ||
At 1 January 2009 and 2010 | - | - |
Additions | 671,098 | - |
At 31 December 2010 | 671,098 | - |
Accumulated impairment losses | ||
At 1 January 2009 and 2010 | - | - |
Impairment losses for the year | 319,780 | - |
At 31 December 2010 | 319,780 | - |
Net book value | ||
At 31 December 2010 | 351,318 | - |
At 31 December 2009 | - | - |
At 31 December 2008 | - | - |
**Vipera Plc
The goodwill is considered to be attributable to the benefits to be derived from the parent company as a listed entity. Goodwill is included within the UK reporting segment.Details of the consideration paid, net assets acquired and goodwill are as follows:
£ | ||
Consideration | ||
Equity instruments in issue: 13,310,735 Ordinary Shares at 7.55p each | 1,004,960 | |
Fair value of warrants issued | 71,308 | |
Total consideration | 1,076,268 | |
Fair value of Vipera Plc net assets acquired | ||
Cash and cash equivalents | 531,633 | |
Trade and other receivables | - | |
Trade and other payables | (126,463) | |
Total identifiable net assets | 405,170 | |
Goodwill | 671,098 |
In the absence of a reliable valuation of Vipera GmbH, the cost of the combination was calculated using the fair value of all the issued equity instruments of Vipera Plc at the date of acquisition. The fair value of the Ordinary Shares of Vipera Plc was based on the published share price on 16 August 2010. The carrying value of the net assets acquired was the same as the fair value.
Vipera Plc did not contribute any revenue to the Group since the acquisition on 16 August 2010. The consolidated statement of comprehensive income includes £158,139 of profit from the sale of a former subsidiary and an operating profit of £6,827 in the period since acquisition, which is attributable to Vipera Plc. Had Vipera Plc been consolidated from 1 January 2010, the consolidated statement of comprehensive income would show unchanged revenues of £253,109 and a loss of £704,785 (an additional £496,370 loss).
14 Intangible assets
Product platforms |
Total | ||
Group | £ | £ | |
Cost | |||
At 1 January 2009* | 1,269,354 | 1,269,354 | |
Additions | 104,376 | 104,376 | |
Internal development | 82,556 | 82,556 | |
Exchange differences | (91,444) | (91,444) | |
At 1 January 2010 | 1,364,842 | 1,364,842 | |
Additions | 56,567 | 56,567 | |
Internal development | 140,813 | 140,813 | |
Exchange differences | 201,363 | 201,363 | |
At 31 December 2010 | 1,763,585 | 1,763,585 | |
Accumulated amortisation | |||
At 1 January 2009* | (435,912) | (435,912) | |
Charge for the year | - | - | |
Exchange differences | 33,074 | 33,074 | |
At 1 January 2010 | (402,838) | (402,838) | |
Charge for the year | - | - | |
Exchange differences | (53,398) | (53,398) | |
At 31 December 2010 | (456,236) | (456,236) | |
Net book value | |||
At 31 December 2010 | 1,307,349 | 1,307,349 | |
At 31 December 2009* | 962,004 | 962,004 | |
At 31 December 2008* | 833,442 | 833,442 |
*Vipera GmbH
The above intangible assets comprise investment in the development of group product platforms. All research and development costs not eligible for capitalisation have been expensed.
The recoverable amount of the above cash generating unit has been determined based on value in use calculations. No goodwill is allocated to the Group's cash generating unit as this related to the parent company as explained in note 13. The value in use calculations use cash flow projections based on financial budgets approved by management covering a two year period. These incorporate contracted revenues, revenues which are based on project tenders and projected revenue. Given the nature of the work and the visibility of revenue in the future, it is considered appropriate not to extend the discounted cash flow workings beyond this period. Probabilities have been assigned to revenues based on the anticipated success - a rate of 90-95% has been applied to contracted work, versus 70% applied to projected work. A discount rate of 15% has been used in the calculations. The recoverable amount based on value in use exceeded the carrying value by £2,252,182. A reduction in the projected revenues by 70% would remove the remaining headroom and give rise to the recognition of an impairment charge against profit or loss.
15 Deferred taxation
Group | Statement of Financial Position | ||
31 December2010 | 31 December 2009* | 1 January 2009* | |
£ | £ | £ | |
Deferred tax liability: | |||
Revaluations of intangible assets to development costs | (45,290) | (10,815) | 14,630 |
Deferred tax asset: | |||
Revaluations of property, plant and equipment to costs net of accumulated depreciation |
172 |
218 |
334 |
Deferred revenue | - | - | 5,270 |
Losses available for offset against future taxable income | 165,392 | 96,264 | 87,785 |
165,564 | 96,482 | 93,389 | |
Reflected in the Statement of Financial Position as to: | |||
Deferred tax asset | 165,564 | 96,482 | 93,389 |
Deferred tax liability | (45,290) | (10,815) | 14,630 |
120,274 | 85,667 | 108,019 | |
Reconciliation of net deferred tax asset | |||
Opening balance as of 1 January | 85,667 | 108,019 | 73,485 |
Tax income/(expense) recognised in Statement of Comprehensive Income |
21,069 |
(13,797) |
(95) |
Exchange differences | 13,538 | (8,555) | 34,629 |
Balance at 31 December 2010 | 120,274 | 85,667 | 108,019 |
*Vipera GmbH
Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise deferred tax assets in respect of tax losses of approximately £3,596,142, which are available to carry forward against future taxable income.
16 Property, plant and equipment
Office equipment | Technical equipment |
Total | |
Group | £ | £ | £ |
Cost | |||
At 1 January 2009* | 352 | 5,828 | 6,180 |
Additions | - | 441 | 441 |
Disposals | - | - | - |
Exchange differences | (26) | (443) | (469) |
At 1 January 2010* | 326 | 5,826 | 6,152 |
Additions | 1,038 | 6,792 | 7,830 |
Disposals | - | - | - |
Exchange differences | 33 | 222 | 255 |
At 31 December 2010 | 1,397 | 12,840 | 14,237 |
Accumulated depreciation | |||
At 1 January 2009* | 141 | 5,310 | 5,451 |
Charge for the year | 32 | 378 | 410 |
Disposals | - | - | - |
Exchange differences | (11) | (393) | (404) |
At 1 January 2010* | 162 | 5,295 | 5,457 |
Charge for the year | 1,072 | 728 | 1,800 |
Disposals | - | - | - |
Exchange differences | 17 | 209 | 226 |
At 31 December 2010 | 1,251 | 6,232 | 7,483 |
Net book value At 31 December 2010 |
146 |
6,608 |
6,754 |
At 31 December 2009* | 164 | 531 | 695 |
At 31 December 2008* | 211 | 518 | 729 |
* Vipera GmbH
17 Investment in subsidiary undertakings
2010 | 2009 | |
Company** | £ | £ |
Cost at 1 January 2009 | - | - |
Additions | 7,905,701 | - |
Cost at 31 December 2010 | 7,905,701 | - |
**Vipera Plc
The following are the principal subsidiaries of the Company at 31 December 2010 and at the date of these financial statements.
Country of incorporation | Class of shares | Proportion of Nominal value and voting rights held by parent company | Nature of business | |
Vipera GmbH | Switzerland | Ordinary | 100% | Software development and sales |
Vipera Srl | Italy | Ordinary | 100% | Sales and marketing of group products |
Vipera GmbH was acquired on 16 August 2010 for a consideration of £7,897,013. This was settled by the issue of shares at 7.55p each, being the fair value of the shares at the acquisition date, together with 4,044,217 warrants. The fair value of the warrants has been calculated as £71,308, using the Black Scholes pricing model.
On 4 October 2010 the Company created a subsidiary in Italy, Vipera Srl, with share capital of €10,000 (£8,688).
18 Trade and other receivables
2010 | 2009 | |||
Group | Company** | Group* | Company** | |
£ | £ | £ | £ | |
Trade receivables | 130,245 | - | - | - |
Other receivables | 11,666 | 3,657 | 8,790 | - |
Amount owed by group undertakings | - | 566,317 | - | - |
Prepayments and accrued income | 2,500 | 2,500 | 187 | - |
144,411 | 572,474 | 8,977 | - |
*Vipera GmbH
**Vipera Plc
Trade receivables
Included in the Group's trade receivables balance are debtors with a carrying amount of £105,733 (2009 - £nil) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.
Ageing of past due but not impaired trade receivables:
2010 | 2009* | |
£ | £ | |
0 - 15 days | 112,812 | - |
16 - 30 days | - | - |
Over 30 days | 17,433 | - |
130,245 | - |
The carrying amount of the Group's trade and other receivables are denominated in the following currencies:
2010 | 2009* | |
£ | £ | |
US Dollars | 77,974 | - |
Emirati Dirham | 52,271 | - |
130,245 | - |
*Vipera GmbH
The maximum exposure to credit risk at the reporting date is the carrying value reported above. The Group does not hold collateral as security.
19 Trade and other payables
2010 | 2009 | |||
Group | Company** | Group* | Company** | |
£ | £ | £ | £ | |
Trade payables | 43,414 | 19,144 | 255,910 | 15,758 |
Shareholder loans | 171,308 | - | - | - |
Sundry creditors and accruals | 101,271 | 26,908 | 19,455 | 25,820 |
315,993 | 46,052 | 275,365 | 41,578 |
*Vipera GmbH
**Vipera Plc
Shareholder loans are unsecured, interest free and repayable on or before 31 December 2011.
20 Non current liabilities
Other payables of £102,565 (2009 - £nil) represent loans from shareholders which are not currently committed to be repayable within one year after the year end. The amounts are unsecured, interest free and repayable at the discretion of the Board taking into account the working capital requirements of the Group.
21 Called up share capital
2010** | 2009** | |||
No. of shares | No. of shares | |||
'000 | £ | '000 | £ | |
Authorised: | ||||
Ordinary shares of 1p | 680,542,352 | 6,805,424 | 500,000,000 | 5,000,000 |
Deferred shares of 24p | 13,310,735 | 3,194,576 | - | - |
10,000,000 | 5,000,000 | |||
Allotted and fully paid: | ||||
Ordinary shares of 1p | 129,727,160 | 1,297,272 | 332,768,383 | 3,327,684 |
Deferred shares of 24p | 13,310,735 | 3,194,576 | - | - |
4,491,848 | 3,327,684 |
No. of 1p Ordinary Shares** |
£ | No. of 24p Deferred Shares** |
£ | |
At 1 January 2010 | 332,768,383 | 3,327,684 | - | - |
Share consolidation | (319,457,648) | (3,194,576) | 13,310,735 | 3,194,576 |
Shares issued | 116,416,425 | 1,164,164 | - | - |
At 31 December 2010 | 129,727,160 | 1,297,272 | 13,310,735 | 3,194,576 |
**Vipera Plc
On 13 August 2010 the Company consolidated each Ordinary Share of 1p each in the capital of the Company into Ordinary Shares of 25p each. Immediately thereafter each resulting Ordinary Share of 25p was sub-divided and reclassified as 1 Ordinary Share of 1p each and 1 Deferred Share of 24p each in the capital of the Company.
Subsequent to that date, the Company issued the following shares:
- 103,651,724 new Ordinary Shares at an issue price of 7.55 pence per share as part of the consideration payable upon the acquisition of Vipera GmbH on 16 August 2010;
- 647,058 new Ordinary Shares at an issue price of 8.5 pence per share subscribed for at re-admission following the acquisition of Vipera GmbH;
- 11,764,701 new Ordinary Shares, together with warrants to subscribe for a further 1,176,743 shares, at an issue price of 8.5 pence per share subscribed, pursuant to a placing to raise £1,000,000 of additional capital on 9 November 2010; and
- 352,942 new Ordinary Shares by way of commission in relation to the November 2010 placing.
The Ordinary Shares entitle the holders to receive all ordinary dividends and all assets on a winding up, subject only to satisfying the entitlement, if any, of the holders of the Deferred Shares.
A Deferred Share does not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return of capital on a winding up other than the nominal amount paid on such shares once the holders of new Ordinary Shares have received a distribution of £10,000,000 per new Ordinary Share.
NOTE TO THE ANNOUNCEMENT
The financial information set out above for the years ended 31 December 2010 and 31 December 2009 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006, but is derived from those accounts. Whilst the financial information included in this announcement has been compiled in accordance with International Financial Reporting Standards ("IFRS") this announcement itself does not contain sufficient financial information to comply with IFRS. A copy of the statutory accounts for 2009 has been delivered to the Registrar of Companies and those for 2010 will be posted to shareholders. The full audited financial statements for the years end 31 December 2010 and 31 December 2009 do comply with IFRS.
Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Vipera Plc will be held at 1 Cornhill, London EC3V 3NDon Tuesday, 17 May 2011 at 12 noon for the following purposes:
Ordinary Business:
1. To receive the Report of the Directors and Auditors and the Accounts for the year ended 31 December 2010.
2. To re-elect John Kosta Defterios as a Director of the company.
3. To re-elect Marco Casartelli as a Director of the company.
4. To re-elect Roger Paul Mitchell as a Director of the company.
5. To re-elect Silvano Maffeis as a Director of the company.
6. To reappoint Littlejohn LLP as auditors and to authorise the Board to fix their remuneration.
Special Business
To consider and, if thought fit, to pass the following Resolutions which will be proposed as to Resolution 7 as an ordinary Resolution and as to Resolution 8 as special Resolutions:
7. THAT for the purposes of section 551 Companies Act 2006 ("2006 Act") (and so that expressions used in this resolution shall bear the same meanings as in the said section 551):
(a) the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares and to grant such subscription and conversion rights as are contemplated by sections 551(1)(a) and (b) of the 2006 Act respectively up to a maximum nominal amount of £1,000,000 to such persons and at such times and on such terms as they think proper during the period expiring at the conclusion of the next Annual General Meeting of the Company (unless previously varied, revoked or renewed by the Company in general meeting); and
(b) the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require relevant securities to be allotted after the expiry of such authority and the Directors may allot any relevant securities pursuant to such offer or agreement as if such authority had not expired; and
(c) all prior authorities to allot securities be revoked but without prejudice to the allotment of any securities already made or to be made pursuant to such authorities.
8. THAT the Directors be granted power pursuant to Section 571 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred on them to allot such shares or grant such rights by Resolution 8 contained in the Notice of the Annual General Meeting of the Company of which this Resolution forms part as if section 561(1) and sub sections (1)-(6) of section 562 of the 2006 Act did not apply to any such allotment, provided that the power conferred by this Resolution shall be limited to:
(a) the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as maybe) to the respective number of equity securities held or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and
(b) the allotment of equity securities up to an aggregate nominal value of £1,000,000; and
(c) shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, the date 15 months from the date of passing of this Resolution unless previously varied, revoked or renewed by the Company in general meeting provided that the Company December, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired; and
(d) all prior powers granted under section 571 of the Companies Act 2006 be revoked provided that such revocation shall not have retrospective effect.
By Order of the Board Martin Perrin Secretary 11 April 2010 | Registered office: 39 Station Road Thames Ditton Surrey KT7 0PA |
Related Shares:
Vipera