Latest Results

Final Results


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Introduction and Key highlights

The Board is pleased to announce the Company's unaudited results for the six month period ended 31 March 2020. The key highlights during the period were:

  • 11 October 2019: completed fund raise of £750,000 before costs at 2.5p per share
  • 3 December 2019:   John Taylor and Donald Stewart appointed to the Board
  • 23 December 2019:  change of name to Asimilar Group plc
  • 20 January 2020:  completed fund raise of £1,850,000 before costs at 16p per share
  • 24 January 2020:  completed fund raise of £4,000,000 at 40p per share
  • 14 February 2020: non-binding heads of terms agreed for investments in Sentiance NV ("Sentiance") and shares suspended from trading
  • 27 February 2020:  completed equity investment of £470,180 in SeeQuestor Limited
  • 12 March 2020:  conditional fundraise of £7,500,000 announced at 60p per share
  • As at 31 March 2020, Asimilar's Net Asset Value equates to 8.51p per ordinary share

The Company is working hard with its Nominated Adviser, and its other professional advisers, on preparing an admission document and is continuing its dialogue with Sentiance in relation to the proposals announced on 4 and 12 March 2020. Although there is no guarantee the proposed transaction will complete, encouraging progress is being made towards that goal. 

We hope to be in a position to update shareholders on our progress in the near future.

 

CHAIRMAN'S STATEMENT
FOR THE SIX MONTHS ENDED 31 MARCH 2020

 

Introduction

I am pleased to report that the Company has had a very active six month period ended 31 March 2020.

Following the changes to the board and its change of name in December 2019, the Company is focusing on investing in businesses in the fields of big data, machine learning, telematics and the internet of things (IoT) with content and delivery capability that engage customers, monetise the user experience and have potential to scale.

The sectors we have invested in are e-sports, OTT broadcast TV streaming, music streaming, podcasting and cyber security, all of which are enjoying significant growth in recent months in spite of the Covid-19 pandemic.

Also during the period we announced our plans to make a significant investment in Belgian AI company Sentiance NV ("Sentiance"), a leading player in artificial intelligence ("AI"), machine learning and contextual behavioural data science.  Due to the aggregate size of the proposed investments relative to the Company's existing portfolio, the proposals are classified as a reverse takeover under the AIM Rules and are conditional, inter alia, upon the approval of shareholders.  The Company's shares were suspended from trading on 14 February 2020 and will remain suspended pursuant to AIM Rule 40 pending publication by the Company of an admission document with further details in relation to the proposed investments and the conditional placing to raise £7.5 million announced on 12 March 2020.

As an investing company Asimilar continues to support and actively work with each of its investee companies to maximise shareholder value and build quality businesses.  Our portfolio now consists of two listed and four private companies.  We believe that there is significant upside to be delivered and we are working with the boards of each of our investee companies to assist them in realising their potential.

Following a number of fund raises to the end of March 2020, the Company's Net Asset Value at 31 March 2020 was £8,968,843.

Market context and background to investment strategy

Asimilar is an Investing Company which is admitted to trading on AIM and currently has an investment portfolio of six direct equity investments. 

Its Investing Policy is as follows:

Investment Objective

The Company's vision is to be a successful and profitable investment company focusing on technology, travel, leisure and media sectors with a particular focus in the fields of big data, machine learning, telematics and the internet of things (IoT). The Company intends to achieve this by identifying early stage or turnaround opportunities that require investment and/or have the potential for a reverse takeover. The Company intends to invest in businesses with content and delivery capability that engage customers, monetise the user experience and have potential to scale.

Investing Strategy

The Company's investing strategy is to invest into businesses which have some or all of the following characteristics:

  • strong management with a proven track record;
  • ready for investment without the need for material re-structuring by the Company;
  • generating positive cash flows or imminently likely to do so;
  • the Company can enhance the prospects and future value of the investment through an injection of new finances or specialist management;
  • able to benefit from the Directors' existing network of contacts; and
  • the potential to deliver significant returns for the Company.

Whilst the Directors will be principally focused on making an investment in private businesses, they do not rule out investment in listed businesses if this presents, in their judgment, the best opportunity for shareholders.

While the Company intends primarily to invest in directly held minority equity holdings, the Directors will invest in other forms of security including bonds and loan notes which may be secured or unsecured and convertible into equity or not. 

The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other, more substantial investment opportunities, the Directors expect that the Company will be more of a passive investor.

The Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams.

The Company's primary objective is that of securing for shareholders the best possible value consistent with achieving, over time, both capital growth and income for shareholders through developing profitability coupled with dividend payments on a sustainable basis.

There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.

Summary of investment portfolio

The Board has been selective in the transactions made and our investment portfolio now consists of businesses with strong technology and content themes.  Each of the businesses are pioneers and innovators in their sectors and are disrupting the space that they are in, which is consistent with Asimilar's investment criteria.

 

Simplestream:

Simplestream is a leading provider of software as a service (SaaS) based video streaming solutions.  The private company is a market leader for its Live2VOD and Hybrid TV solutions, during the year launched its Sports Video Platform and also provides Cloud TV and Telco TV solutions.  Clients include: News Corporation (Ball Ball); A&E Networks; AMC Networks; Nova TV Sony Traceplay; QVC TV; Box Nation; Little Dot Studios and At The Races, amongst others.

Simplestream operates a Sport Video Platform which includes low latency streaming, live event management, automated generation of video highlights and data integrations for real-time match, league and player stats, plus HTML5 based applications that can sit across any device. It delivers services across Europe, the US, Africa and the Far East. 

In September 2019 Simplestream built an 'accessible' video platform and responsive website for Channel 4, specifically for online coverage for Para Sports and the Tokyo 2020 Paralympics. This successfully provided video on demand and live action services for the World Para Swimming Championships that were held in early September 2019.

Simplestream now delivers services across Europe, the US, Africa and the Far East with further international expansion planned for 2020.  

Asimilar holds 9,943 shares in Simplestream, which represents a 6.34% holding on a fully diluted basis.

 

Magic Media Works Ltd ("MMW"):

MMW delivers unique Made-for-TV Music Entertainment Experiences targeted at the mass market consumer. MMW's mission is to make every home happier, through the joy of Shared Music Entertainment.

MMW's flagship product, ROXi, is an affordable home music entertainment system, offering unlimited music with 35 million songs from all the major and independent labels, voice commands, music trivia games, karaoke games, worldwide radio and yoga and meditation.

The company has global rights agreements with the three major labels including Universal Music Group, Sony Music Group and Warner Music Group, plus all the major independents including Merlin.

The majority of the company's products are sold direct to consumer through Direct Response TV advertisements on mainstream TV channels.  In the most recent Q4 2019 trading the company saw a 500% return on investment on core TV marketing spend.

In November 2019 Ron Dennis CBE, the former Chairman and Founder of Mclaren Technology Group, joined the share register taking a 10% equity stake.

In preparation for an IPO the company has appointed Rupert Howell (ex-MD, ITV plc) as independent Non- Executive Chairman and Serene Sass (ex-Warner Music) and Carol Weatherall (ex-eVentures) as independent Non-Executive Directors 

In March 2020 the company launched a new funding raise to support expansion in the UK and internationally. This round was over-subscribed and over £2.0 million was raised.

Following closure of this round, Asimilar holds 1,646,682 Ordinary Shares in MMW, representing 7.61% percent of the issued share capital of MMW plus a £500,000 Convertible Loan Note. The Company has options over a further 95,000 ordinary shares in MMW.

 

SeeQuestor Limited

SeeQuestor Limited ("SeeQuestor") brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence ("AI") tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.

SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of video footage to find persons of interest or vehicles,  helping to solve investigations in a fraction of the time that would otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from homeland security to smart cities, airports, industrial and mining operations.

The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas. Having successfully completed a number of pilots in the field through 2019, SeeQuestor 'iCCTV' is now being deployed at scale to secure sensitive events and sites in several countries.

On 27 February 2020, Asimilar held 47,018 ordinary shares of 1 pence each in the capital of SeeQuestor representing approximately 4.7 per cent of the issued share capital of SeeQuestor.

 

Sparkledun Limited:

Sparkledun Limited ("Sparkledun") is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of fibre optic without the need for excavation or other disruptive techniques.

The Fast to Fibre commercial proposition is to reduce the cost of fibre optic deployment particularly in difficult to access areas such as urban and city centres, thereby increasing the pace of adoption in line with government targets around the world to provide ultra-fast internet access. Fast to Fibre has successfully completed several trials in a variety of geographical locations and complex situations and is now progressing a number of major commercial opportunities.

Fast to Fibre is in the process of completing a fundraise, with commitments of £1.5 million on a pre-money valuation of £4.4 million. It has completed its research and development programme supported by an EU grant and is now focused on conversion of commercial opportunities in the Czech Republic and Germany.

Asimilar holds 3,260 ordinary shares of £1.00 each in the issued share capital of Sparkeldun. Following the completion of the fund raise this will represent 1.78%. of the fully diluted share capital.

 

Gfinity Plc:

Gfinity Plc ("Gfinity") is an AIM quoted esports solutions provider. It focuses on designing, developing and delivering esports solutions for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft, FIFA, Formula 1 and Indycar.

It currently accesses 20 million gamers per month on its platforms and two brands -  Gfinity Sports and Real Sports 101.

In a trading update published on 16 March 2020, Gfinity announced that, due to challenging market conditions which have now been exacerbated by the impact of the COVID-19 virus, it expects lower revenue and increased losses for the year to 30 June 2020 and is implementing a significant cost reduction programme, including board and management changes, adopting a flexible variable cost operating model and sharpening its focus on three core areas of own community; building community for others; and Motorsports, with F1 as the anchor client.  On 2 April 2020, Gfinity announced it had raised £2.25 million, before expenses, through a placing and subscription of 225,000,000 new ordinary shares at a price of 1 penny per share. Asimilar holds 400,000 shares in Gfinity.

 

AudioBoom Plc:

AIM quoted AudioBoom Plc ("AudioBoom") is one of the world's leading spoken-word audio or podcasting platforms for hosting, distributing and monetising content that enables the creation, broadcast and syndication of audio content across multiple networks and geographies.

In February 2020 AudioBoom entered into a US$4 million secured loan facility arrangement to provide headroom to fund the company and its growth strategy through to sustainable positive cash generation on a monthly basis and retained Raine Advisors Limited to examine strategic options for the business. AudioBoom now considers itself to be in an "offer period" as defined in the Takeover Code.

Asimilar holds 53,400 shares in AudioBoom.

 

Proposed Transaction

 

Sentiance NV

As mentioned above, Asimilar is continuing to pursue its proposed investment in Sentiance NV ("Sentiance"), details of which were announced on 4 and 12 March 2020.

Sentiance is a Belgian private company headquartered in Antwerp which is in the business of developing artificial intelligence software, machine learning and contextual behavioural data science.

Sentiance has developed proprietary software technology which can be embedded in any mobile application on any connected device which collects and analyses low level IoT sensor data in real time to produce behavioural insights about user location, transport mode and base level activities, detecting and predicting personal context based on the user's current situation and historical patterns and aggregating user patterns, routines and affinities into behavioural segments and profiles.  These insights enable companies to understand how customers go through their everyday lives, discover and anticipate key moments for consumers, and adapt their engagement to real-world behaviour and real-time context.  Sentiance's contextual intelligence enables solutions for lifestyle-based insurance, contextual marketing and commerce, smart mobility, connected health, smart city and connected car.  Sentiance's ultimate goal is to provide technology to improve people's lives.

Sentiance has closed a number of high-profile client contracts with both global industry leaders and emerging challengers, across its core solution verticals: smart mobility, user-based insurance, connected car, personalised wellbeing services and consumer loyalty programs. With a growing roster of global clients and a validated and advanced qualified pipeline of new business opportunities across the globe, the Board believes that Sentiance is poised for significant growth.

Due to the aggregate size of the proposed investment in Sentiance relative to the Company's existing portfolio, the investment is classified as a reverse takeover under the AIM Rules and will be conditional, inter alia, upon the approval of shareholders. The Company is working hard with its Nominated Adviser, and its other professional advisers, on preparing an appropriate admission document and is continuing its dialogue with Sentiance in relation to the proposals announced on 4 and 12 March 2020.  Although there is no guarantee the proposed transaction will complete, encouraging progress is being made towards that goal.

 

We hope to be in a position to update shareholders on our progress in the near future.

I would like to thank our shareholders and advisers for continuing to support the Board and our vision.

 

 

John Taylor
Chairman

30 June 2020

 

 

INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 MARCH 2020

    
  

Unaudited

Unaudited

  

six months ended

six months ended

  

31 March 2020

31 March 2019

 

Notes

£

£

    
    

Other income

 

7,000

7,000

Unrealised loss on remeasurement  to fair value

3

(20,015)

 

(19,837)

    

Administrative expenses

 

(553,343)

(139,923)

LOSS  FROM OPERATIONS BEFORE FINANCING ACTIVITIES

 

(566,358)

    

Finance income

 

775

145

    

LOSS BEFORE TAX

 

(565,583)

(152,615)

  ----------------------------------

Tax

 

-

-

  ----------------------------------

LOSS FOR THE PERIOD

 

(565,583)

(152,615)

  ----------------------------------
    
  ----------------------------------

TOTAL COMPREHENSIVE EXPENSE

FOR THE PERIOD

 

 

(565,583)

 

(152,615)

  ====================

Loss before tax and total comprehensive income expense for the period are all attributable to the equity shareholders of the parent.

   

Loss per share

  

Basic

(0.66)

(0.33)p

 ====================

Diluted

(0.66)

(0.33)p

 ====================

Income and profit from operations for the current period all derive from continuing operations.

 

 

INTERIM STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHS ENDED 31 MARCH 2020

  

Unaudited

Audited

  

31 March

30 September

  

2020

2019

 

Notes

£

£

ASSETS

   
    

Non-current assets

   
    

Investments

3

3,134,256

2,684,091

  

3,134,256

2,684,091

  ----------------------------------

Current assets

   
    

Trade and other receivables

4

5,433,113

69,466

Cash and cash equivalents

5

530,533

242,415

  ----------------------------------
  

5,963,646

311,811

  ----------------------------------
    

TOTAL ASSETS

 

9,097,902

2,995,972

  ====================

EQUITY AND LIABILITIES

   
    

Equity

   

Share capital

6

5,213,077

5,207,754

Share premium account

 

14,425,549

7,864,973

Retained earnings

 

(10,669,783)

(10,104,200)

Total equity attributable to equity holders of the parent

   
 

8,968,843

2,968,527

  ----------------------------------

Current liabilities

   

Trade and other payables

 

129,059

27,445

Total liabilities

 

129,060

27,445

  ----------------------------------
    

TOTAL EQUITY AND LIABILITIES

 

9,097,902

2,995,972

  ====================

 

 

INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 MARCH 2020

  

Share

  
 

Share

Premium

Retained

 
 

capital

Account

Earnings

Total

     
 

£

£

£

£

     

Audited as at 1 October 2018

5,206,954

7,574,273

(9,372,416)

3,408,811

     

Total comprehensive expenses for the period

-

-

(152,615)

(152,615)

Share issue

800

299,200

 

300,000

Cost of new issue

 

(8,500)

 

(8500)

 --------------------------------------------------------------------

Unaudited as at 31 March 2019

5,207,754

7,864,973

(9,525,031)

3,547,696

 ========================================

Audited as at 1 October 2019

5,207,754

7,864,973

(10,104,200)

2,968,527

     

Total comprehensive expenses for the period

  

(565,583)

(565,583)

Share issue

5,323

6,678,010

 

6,683,333

Cost of new issue

 

(117,434)

 

(117,434)

 --------------------------------------------------------------------

Unaudited as at 31 March 2020

5,213,077

14,425,549

(10,669,783)

8,968,843

 ========================================

 

All equity is attributable to equity shareholders of the parent.

Share Capital

Represents the par value of shares in issue.

Share premium

Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.

Retained earnings

Represents accumulated losses to date.

  

 

 

INTERIM STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 MARCH 2020

  

Unaudited

Unaudited

  

six months ended

six months ended

  

31 March 2020

31 March 2019

  

£

£

    

Operating activities

   

Loss before tax

 

(565,583)

(152,615)

Loss on current fair value adjustment

 

20,015

19,837

    

Changes in working capital:

   

(Increase) / Decrease  in trade and other receivables

 

(5,363,647)

15,845

Increase in trade and other payables

 

101,614

9,079

Net finance cost

 

(775)

(145)

  ----------------------------------

Net cash used in operating activities

 

(5,808,376)

(107,999)

  ----------------------------------

Investing activities

   

Interest received

 

775

145

Investments additions

 

(470,180)

(100,000)

Net cash used in investing activities

 

(469,405)

(99,855)

  ----------------------------------

Financing activities

   

Net proceeds from issue of shares

 

6,565,899

291,500

  ----------------------------------

Net cash received from  financing activities

 

6,565,899

291,500

  ----------------------------------
    

Net (decrease) / increase in cash and cash equivalents

 

288,118

83,646

    

Cash and cash equivalents at the start of the period

242,415

270,524

 ----------------------------------

Cash and cash equivalents at the end of the period

530,533

354,170

 ====================

 

 

Notes

The notes are available in the PDF download.

 

Page last up-dated: 30 June 2020