The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
30/09/2024
Valereum Plc
("Valereum", the "Company" or the "Group")
Interim results for the six months ended 30 June 2024
Significant progress in developing products and services for launch in H2 2024
Valereum PLC (AQSE: VLRM), a company focused on unlocking capital and creating value in tokenised digital markets, is pleased to announce its unaudited results for the six months ended 30 June 2024.
Financial highlights:
|
|
HY24 (£'000) |
HY23 (£'000) |
|
EBITDA |
873 |
(70) |
|
Profit/(loss) before tax |
322 |
(243) |
|
Total assets |
5,198 |
1,759 |
|
Net increase/(decrease) in cash |
116 |
(87) |
|
Net cash/(debt) |
47 |
(384) |
● Significant improvement in EBITDA to
● During H1 24, the Company raised interim funding of
● Post-period end, Valereum concluded the
Operational highlights:
● During H1 24, the Company acquired the GSX Group, securing significant technological intellectual property, a highly respected management team with expertise in financial markets including exchange management, and deep relationships across the fintech sector.
● After a comprehensive selection process, Valereum began entering into contractual collaborations with technology providers including Securities Trading Technology (
● Post-period end:
- The Company announced it had been awarded a DASP (digital asset service provider) licence from the regulator in
- Valereum has recently launched VLRM Capital Management VSA Private Fund Limited ("VCM"), an Alternative Investment Fund aiming to maximise returns on investors' capital using technical trading strategies to significantly grow AUM. The Valereum Chairman has invested
Outlook
● Through the acquisition of the technological intellectual property of the GSX Group, the raising of funding for working capital, the elimination of all debt, the forging of partnerships with technology providers, the development of technology, the receipt of the DASP licence, and the recent launch of VCM, Valereum has laid strong foundations to support the generation of revenues from Q4 24 and their future scaling in FY25 and beyond.
Nick Cowan, CEO added:
"I am pleased with the progress made by Valereum in the first half of 2024, as we continued to deliver against our strategy at pace, across all of our verticals, in line with previous communications throughout the year.
There is real momentum across the business and I am excited about the future as Valereum remains well-placed to pursue the opportunities that lie ahead. Our focus is on scaling the launched products and services during H2 2024 and into 2025."
Further updates to follow.
Enquiries:
Valereum Plc
James Formolli, Chairman
Tel: +44 7938767319
Stanford Capital Partners
Tel: 023 3650 3650
Bob Pountney
Patrick Claridge
First Sentinel Corporate Finance
AQSE Corporate Adviser
Brian Stockbridge
Tel: +44 20 3855 5551
The Directors of the Company accept responsibility for the contents of this announcement.
For more information, please visit the Company's website at www.vlrm.com
Operational Review
In January 2024, the Company acquired the entire share capital of the GSX Group, through which it secured considerable intellectual property including technology, partnerships with sector-leading technology providers, prospective long-term users of its solutions and a team which have decades of collective experience within tier-one institutions, specialising in stock exchanges, capital markets and associated technologies, becoming early adopters of the power of blockchain technology in the application of securities markets.
The rich pool of resources acquired enabled Valereum to establish a wider vision and accelerate the roll-out of a blockchain-powered technology platform and marketplaces.
VLRM Technology
Development of Valereum's core technology infrastructure, "The Bridge" Digital FMI (DFMI) platform, has accelerated since entering into a strategic partnership forged with STT during H1 24. The platform, incorporating innovative blockchain technologies, is intended to redefine the current legacy trading model, by providing a rapid and efficient turn-key full-stack technology solution for digital securities & digital assets, from primary issuance to secondary trading, including clearing & settlement finality.
The blockchain technology underpinning Valereum's solutions is increasingly being embraced by governments and large financial institutions such as JPMorgan and Mastercard and there is significant market potential in both RWA (BCG predicts the RWA market size to be between
VLRM Markets
Following a comprehensive research and selection process during H1 24, VLRM has partnered with the technology providers Tokeny, Fireblocks and Antier to enable the launch of the following services during Q4 24:
● The V-Wallet, a non-custodial solution for mobile devices which will enable users to access digital assets via links straight to VLRM marketplaces and venues to buy, sell, hold and manage multiple digital assets.
● The VLRM RWA marketplace which will enable the primary issuance and bulletin board-based secondary trading of a diverse range of tokenised real world assets including securities, bonds and funds, real estate, artwork and collectibles, commodities, intellectual property, image rights and royalties.
These services are designed to enable asset owners and investors to unlock and generate value by providing efficiency, transparency, and diversification, and creating wider financial inclusion. The global RWA market is expected to grow rapidly in the coming years and is seen by industry commentators as one of the largest market opportunities in the blockchain sector.
Post period end, VLRM has been awarded a DASP (digital asset service provider) licence from the Comisión Nacional De Activos Digitales (CNAD) in
VLRM Capital
Valereum has recently launched VLRM Capital Management VSA Private Fund Limited ("VCM"), an Alternative Investment Fund aiming to maximise returns on investors' capital using Volume Spread Analysis ("VSA") technical trading strategies to significantly grow AUM. The Fund will trade highly liquid assets only, from both the long side and short side, aiming to generate returns regardless of market conditions.
Valereum Chairman, James Formolli, has invested
Financial review
● Significant improvement in EBITDA to
- Gains of
- Negotiated reductions in trade creditors of
- Reduction in underlying operating costs in H1 24 to
● Profit before tax of
● Total assets increased to £5,198k (2023:
● Net cash inflows during H1 24 amounted to
● The remaining outstanding convertible loans of
● Post-period end, Valereum concluded the
Summary and Outlook
We are pleased with the significant progress achieved in H1 24.
Through the acquisition of the technological intellectual property of the GSX Group, the raising of funding for working capital, the elimination of all debt, the forging of partnerships with technology providers, the development of technology, the receipt of the DASP licence in
Valereum Plc
Consolidated Interim Statement of Total Comprehensive Income
for the period ended 30 June 2024
|
|
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
|
|
|
Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
Six Months ended 30 June 2024 |
|
Six Months ended 30 June 2023 |
|
Year ended 31 December 2023 |
|
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill |
3 |
|
(405,083) |
|
- |
|
- |
|
Administrative expenses |
|
|
(474,402) |
|
(750,675) |
|
(2,637,934) |
|
Operating loss |
|
|
(879,485) |
|
(750,675) |
|
(2,637,934) |
|
|
|
|
|
|
|
|
|
|
Gain on revaluation of financial asset |
|
|
1,195,476 |
|
491,852 |
|
2,049,388 |
|
Interest income |
|
|
2,004 |
|
13,281 |
|
19,432 |
|
Interest expense |
|
|
(22,816) |
|
- |
|
(581) |
|
Foreign exchange gain |
|
|
(753) |
|
1,766 |
|
1,313 |
|
Other income |
|
|
28,363 |
|
- |
|
215,087 |
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) before taxation |
|
|
322,789 |
|
(243,776) |
|
(353,295) |
|
|
|
|
|
|
|
|
|
|
Tax on loss |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) for the financial year |
|
|
322,789 |
|
(243,776) |
|
(353,295) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
Items that may not be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
Unrealised gain/(loss) on crypto assets |
|
|
75,341 |
|
161,770 |
|
58,677 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) for the year |
|
|
75,341 |
|
161,770 |
|
58,677 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/ (loss) for the year |
|
|
398,130 |
|
(82,006) |
|
(294,618) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year attributable to: |
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
398,130 |
|
(82,006) |
|
(294,618) |
|
Non-controlling interests |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income /(loss) for the year |
|
|
398,130 |
|
(82,006) |
|
(294,618) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share (pence) |
|
|
0.0029 |
|
(0.0028) |
|
(0.0039) |
|
Diluted earnings (loss) per share (pence) |
|
|
0.0029 |
|
(0.0028) |
|
(0.0039) |
Valereum Plc
Consolidated Interim Statement of Financial Position
At 30 June 2024
|
|
|
Unaudited |
|
Unaudited |
|
Audited |
||||
|
|
|
|
|
Restated (note 6) |
|
|
||||
|
|
Notes |
30 June 2024 |
|
30 June 2023 |
|
31 December 2023 |
||||
|
|
|
£ |
|
£ |
|
£ |
||||
|
Current assets |
|
|
|
|
|
|
||||
|
Loans and other receivables |
|
177,861 |
|
238,633 |
|
81,224 |
||||
|
Cash and cash equivalents |
|
147,487 |
|
5,718 |
|
31,932 |
||||
|
|
|
|
|
|
|
|
||||
|
|
|
325,348 |
|
244,351 |
|
113,136 |
||||
|
Non-current assets |
|
|
|
|
|
|
||||
|
Investments |
|
3,618,115 |
|
1,515,103 |
|
2,322,639 |
||||
|
Property, plant and equipment |
|
2,643 |
|
- |
|
- |
||||
|
Right of use assets |
|
752,162 |
|
- |
|
- |
||||
|
Intangible assets |
|
500,000 |
|
|
|
|
||||
|
Goodwill |
3 |
- |
|
- |
|
- |
||||
|
|
|
4,872,920 |
|
1,515,103 |
|
2,322,639 |
||||
|
|
|
|
|
|
|
|
||||
|
Total assets |
|
5,198,269 |
|
1,759,454 |
|
113,136 |
||||
|
Current liabilities |
|
|
|
|
|
|
||||
|
Other payables including taxation and social security |
|
2,470,259 |
|
1,002,120 |
|
1,787,436 |
||||
|
Lease liability |
|
80,000 |
|
- |
|
- |
||||
|
Loan from noteholders |
|
- |
|
289,429 |
|
117,669 |
||||
|
Other loans |
|
100,000 |
|
100,000 |
|
100,000 |
||||
|
Provisions |
|
40,000 |
|
- |
|
- |
||||
|
Due to related undertakings |
|
- |
|
40,000 |
|
40,000 |
||||
|
Accruals and deferred income |
|
130,940 |
|
34,316 |
|
39,994 |
||||
|
|
|
2,821,200 |
|
1,465,865 |
|
2,085,099 |
||||
|
Non-current liabilities |
|
|
|
|
|
|
||||
|
Lease liability |
|
1,041,318 |
|
- |
|
- |
||||
|
|
|
|
|
|
|
|
||||
|
Total liabilities |
|
3,862,518 |
|
1,465,865 |
|
2,085,099 |
||||
|
|
|
|
|
|
|
|
||||
|
Net assets |
|
1,335,751 |
|
293,589 |
|
- 1,971,963 |
||||
|
Equity |
|
|
|
|
|
|
||||
|
Share capital |
|
4,161,157 |
|
4,148,640 |
|
4,148,640 |
||||
|
Share premium account |
|
24,528,214 |
|
23,842,357 |
|
23,842,357 |
||||
|
Translation reserve |
|
257,478 |
|
257,478 |
|
257,478 |
||||
|
Warrant reserve |
|
20,000 |
|
- |
|
- |
||||
|
Share-based payments reserve |
|
542,671 |
|
488,500 |
|
649,300 |
||||
|
Accumulated losses |
|
(28,173,769) |
|
(28,443,386) |
|
(28,617,579) |
||||
|
|
|
|
|
|
|
|
|
|||
|
Non-controlling interest |
|
- |
|
- |
|
70,500 |
|
|||
|
Total equity |
|
1,335,751 |
|
293,589 |
|
350,696 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total equity and liabilities |
|
6,534,020 |
|
2,053,043 |
|
463,832 |
|
|||
Valereum Plc
Consolidated Interim Statement of Cash Flows
for the period ended 30 June 2024
|
|
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
|
|
|
Restated (note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
Six Months ended 30 June 2024 |
|
Six Months ended 30 June 2023 |
|
Year ended 31 December 2023 |
|
|
|
|
£ |
|
£ |
|
£ |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
(Loss) for the year |
|
|
322,789 |
|
(243,776) |
|
(294,638) |
|
Reconciliation to cash generated from operations: |
|
|
|
|
|
|
|
|
Realised gain on crypto assets |
|
|
- |
|
- |
|
(58,677) |
|
Revaluation gain on equity investments |
|
|
(1,195,476) |
|
(491,852) |
|
(2,049,388) |
|
Equity settled share-based payments expense |
|
|
746 |
|
111,000 |
|
361,800 |
|
Gain on disposal of fixed assets |
|
|
- |
|
- |
|
(103,093) |
|
Lease interest |
|
|
16,816 |
|
|
|
|
|
Impairment of goodwill |
3 |
|
405,083 |
|
- |
|
- |
|
Impairment of investments |
|
|
- |
|
- |
|
750,000 |
|
Depreciation (including right of use asset depreciation) |
|
|
47,049 |
|
11,808 |
|
11,808 |
|
Decrease in receivables |
|
|
97,774 |
|
35,719 |
|
141,569 |
|
Increase /(Decrease) in payables |
|
|
66,017 |
|
(480,689) |
|
(1,457) |
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities |
|
|
(239,202) |
|
(1,057,790) |
|
(1,242,076) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchase of computer equipment |
|
|
(2,643) |
|
- |
|
- |
|
Cash acquired with subsidiary |
|
|
215,070 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Net cash flow from investing activities |
|
|
212,427 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Loan proceeds |
|
|
- |
|
- |
|
140,000 |
|
Repayment of loans |
|
|
(157,669) |
|
- |
|
- |
|
Issue of shares |
|
|
300,000 |
|
970,980 |
|
1,041,480 |
|
|
|
|
|
|
|
|
|
|
Net cash flow from financing activities |
|
|
142,331 |
|
970,980 |
|
1,181,480 |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash |
|
|
115,556 |
|
(86,810) |
|
(60,596) |
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand at the start of the period/ year |
|
|
31,932 |
|
92,528 |
|
92,528 |
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand at the end of the period/ year |
|
|
147,488 |
|
5,718 |
|
31,932 |
Valereum Plc
Notes to the Consolidated Interim Financial Statements
1. Basis of preparation
Valereum Plc (herein "the Company" or "the Group") presents its consolidated interim financial statements for the period ended 30 June 2024.
These interim consolidated financial statements have been prepared using the recognition and measurement principles of International Financial Reporting Standards as adopted for use in the United Kingdom using the accounting policies that are expected to be applicable in the preparation of the Group Annual Report for the year ended 31 December 2024.
The accounting policies applied are consistent with those disclosed in the Group Annual Report for the year ended 31 December 2023 and in accordance with the additional accounting policies as stated below.
"Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Direct costs of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to profit or loss. "
Right of use assets are measured at the amount of the lease liability plus incremental direct costs incurred and lease payments made before the commencement of the lease.
Lease liabilities in respect of property leases are measure at the present value of future lease payments discounted at the Company's incremental borrowing rate. Interest is charged to profit or loss at an even rate on the carrying amount of the lease liability.
The interim consolidated financial statements have not been subject to a review by the Company's independent auditor.
These interim consolidated financial statements are not the statutory accounts of the Company. The statutory accounts of the Company were approved and were authorised for issue by the directors on 28 June 2024 and were filed with the Registrar. The independent auditor's report on those financial statements was unqualified but drew reference to a material uncertainty in relation to the going concern status of the Company.
2. Earnings per share
|
|
Unaudited Six Months ended 30 June 2024 |
|
Unaudited Six Months ended 30 June 2023 |
|
Audited Year ended 31 December 2023 |
|
|
£ |
|
£ |
|
£ |
|
Profit or loss for the year attributable to the shareholders of the Parent Company |
322,789 |
|
(243,776) |
|
(353,295) |
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares in issue at end of period/ year |
110,916,412 |
|
86,484,387 |
|
91,510,253 |
|
|
|
|
|
|
|
|
Basic earnings(loss) per share |
0.0029 |
|
(0.0028) |
|
(0.0039) |
|
|
|
|
|
|
|
|
Diluted earnings(loss) per share |
0.0029 |
|
(0.0028) |
|
(0.0039) |
At 30 June 2024 the number of warrants outstanding over ordinary shares of
3. Business combinations
On 30 January 2024 the Company acquired the entire share capital of the GSX Group Limited for a consideration of 5,000,000 Ordinary Shares of
Below summarises the provisional fair value assets and liabilities acquired. The directors expect to have completed the fair value exercise within twelve months of the date of acquisition.
|
|
|
|
|
|
Provisional |
|
|
|
|
|
|
£ |
|
Unlisted investments |
|
|
|
|
100,000 |
|
Development intangible assets |
|
|
|
|
500,000 |
|
Right of use assets |
|
|
|
|
709,212 |
|
Cash at Bank |
|
|
|
|
215,070 |
|
Other receivables and prepayments |
|
|
|
|
196,374 |
|
Other payables |
|
|
|
|
(707,753) |
|
Provisions |
|
|
|
|
(40,000) |
|
Lease liabilities |
|
|
|
|
(1,102,986) |
|
Net liabilities acquired |
|
|
|
|
(130,083) |
|
|
|
|
|
|
|
|
Consideration comprising 5,000,000 Ordinary shares of |
|
|
|
|
275,000 |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
405,083 |
Following the acquisition, it was deemed that the goodwill arising was not recoverable and was fully impaired.
Immediately prior to acquisition, the Company issued warrants over 10,000,000 Ordinary Shares of
4. Share capital
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
30 June 2024 |
|
30 June 2023 |
|
31 December 2023 |
|
|
Authorised |
£ |
|
£ |
|
£ |
|
|
6,000,000,000 Ordinary Shares of |
6,000,000 |
|
6,000,000 |
|
6,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued |
|
|
|
|
|
|
|
Number of shares issued at beginning of period/ year |
101,644,718 |
|
79,224,628 |
|
79,224,628 |
|
|
|
|
|
|
|
|
|
|
Number of shares issued during period/ year |
12,517,857 |
|
22,420,090 |
|
22,420,090 |
|
|
|
|
|
|
|
|
|
|
Number of shares in issue at end of period/ year |
114,162,575 |
|
101,644,718 |
|
101,644,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares were issued during the period as follows: |
Number of shares |
|
||||
|
|
|
|
||||
|
Issued on the acquisition of GSX Group Limited (see note 4) |
5,000,000 |
|
||||
|
Issue of shares on 4 January 2024 to acquire non-controlling shares of Valereum Collections Limited at 0.049p per share |
2,517,857 |
|
||||
|
Issue of shares to James Formolli on 28 March 2024 at 6p per share |
5,000,000 |
|
||||
|
|
12,517,857 |
|
||||
5. Events after the end of the reporting period
On 31 May 2024 the Company announced the issue of 9,000,000 share options over ordinary shares of
Since the end of the period the Company concluded the raising of
Since the end of the period options and warrants have been exercised over a total of 6,757,692 ordinary shares of
The above shares were admitted to trading on 10 July 2024.
6. Restatement of interim results for the period ended 30 June 2023
|
The interim results for the period ended 30 June 2023 were restated as follows: |
|
|
|
£ |
|
Loss as previously stated |
(624,628) |
|
Share based payment expense (previously not reported) |
(111,000) |
|
Revaluation of investments (previously not reported) |
491,852 |
|
Loss as restated |
(243,776) |
|
|
|
|
Total comprehensive loss as previously stated |
(462,858) |
|
Share based payment expense (previously not reported) |
(111,000) |
|
Revaluation of investments (previously not reported) |
491,852 |
|
Total comprehensive loss as restated |
(82,006) |
|
|
|
|
Net liabilities as previously stated |
(198,263) |
|
Revaluation of investments (previously not reported) |
491,852 |
|
Net assets and equity as restated |
293,589 |
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