TECC Capital plc
("TECC" or the "Company")
Final Audited Results to 31 March 2022
The period to 31 March 2022 saw the Company admitted to the AQSE Growth Market on 3 June 2021 having successfully raised £1.25 million before expenses though the issue of 25,000,000 Ordinary Shares to a range of investors.
The strategy of the Company is to identify a single transaction that will ultimately result in a reverse takeover (within the meaning set out in the AQSE Growth Market Access Rulebook) of a relevant business or entity.
The Directors believe that the Company’s admission to the AQSE Growth Market offers the Company (i) the ability to enter into negotiations with vendors of businesses or companies, to whom the issue of publicly traded shares as consideration is potentially more attractive than the issue of shares in an equivalent private company for which no trading facility exists; (ii) access to working capital more effectively than if it were an unquoted company; (iii) increased corporate profile; and (iv) the ability to motivate personnel through the future grant of share options in order to assist the Company to attract, retain and motivate high calibre personnel.
The Company’s focus has been identifying businesses which are developing and/or supporting the application of technology in innovative sectors such as:
- artificial intelligence and machine learning;
- life sciences (including medicinal cannabis and cannabidiol (CBD) wellness);
- cyber security; and
- eCommerce (including big data and the internet of things (IOT)).
The Company intends to invest in businesses with content and delivery capability that engage customers, monetise the user experience and have potential to scale.
As stated in the Company’s Admission Document published on 27 May 2021, the Company has continued to seek 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 cashflows or imminently likely to do so;
- having prospects and future value which can be enhanced 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.
The Directors believe that technology is currently evolving at an extremely rapid pace, enabling faster change and progress and, in turn, causing an acceleration of the rate of change. The Directors also believe that the outbreak of COVID-19 has accelerated the already swift growth of the application of technology in innovative sectors and has led to other consequences such as increased home working and the almost universal adoption of self-testing with medical diagnostic equipment by the wider population.
In addition, greater use of online services has provided an increased supply of digital information about online users and their preferences and habits of interest to advertisers and others.
Since the IPO, during the remainder of the period under review, the Board has considered a wide variety of potential transactions and has conducted early stage negotiations and preliminary due diligence with a number of companies in disruptive technology sectors. However, these various discussions failed to lead to a transaction to which the Board were prepared to commit the Company’s resources within the period.
Since the end of the period under review the Board has continued to perform due diligence on certain prospects as well as identifying a variety of further opportunities.
During the period, the majority of the Company’s administrative expenditure has related to one-off expenses incurred in connection with Admission. In addition, some additional costs have been incurred in conducting due diligence on opportunities under consideration by the Board. The loss for the period was £253,408.
Over the period the Directors have focussed on prudent cash management in order to preserve the Company’s assets with a view to maximising the potential of a reverse takeover transaction.
As announced on 26 July 2022, the Company invested £300,000 in to a Convertible Loan Note with EDX Medical Ltd (“EDX”), a company established by Professor Sir Christopher Evans, who is widely regarded as one of Europe’s most successful and prolific life-sciences entrepreneurs.
EDX operates an ISO 15189 accredited molecular biology and diagnostics laboratory in
TECC Capital continues to conduct thorough due diligence on EDX, with a view to establishing whether a Reverse Takeover (“RTO”) transaction is feasible and whether the terms of such a transaction can be agreed between the Company and the shareholders of EDX. The Board believes, that should such a transaction complete it will be transformative for our shareholders.
The Board believes that the Company’s investment in EDX is firmly in line with its strategy of identifying high growth, disruptive, early stage or turnaround opportunities that require investment and/or have the potential for a reverse takeover.
Should the proposed transaction with EDX not lead to the successful completion of an RTO, the Board will continue to utilise the experience and expertise of the Directors to review other disruptive technology businesses in its ongoing search for an appropriate acquisition in line with the strategy outlined above.
The Board looks forward to updating the market on material progress in the execution of its strategy and thanks shareholders for their continued support.
The Directors of the Company accept responsibility for the contents of this announcement.
– Ends –
TECC Capital Plc +44 (0)20 7469 0930
AQSE Corporate Adviser +44 (0)20 3475 1847
Peterhouse Capital Limited
Guy Miller/Mark Anwyl
Statement of Comprehensive Income
For the period ended 31 March 2022
|Operating loss before taxation||(253,408)|
|Total comprehensive loss for the period attributable to the equity owners||(253,408)|
|Loss per share|
|Basic and diluted in pence||(1.070)|
The above results were derived from continuing operations.
Statement of Financial Position
As at 31 March 2022
|Property, Plant and Equipment||832|
|Total non-current asses||832|
|Trade and other receivables||8,068|
|Cash and cash equivalents||1,027,114|
|Total current assets||1,035,182|
|Trade and other payables||52,922|
|Total current liabilities||52,922|
The Financial Statements were approved by the Board of Directors and authorised for issue on 17 August 2022 and were signed on its behalf by:
Statement of Changes in Equity
For the period ending 31 March 2022
|Share Capital||Share Premium||Warrant
|Accumulated Losses||Total Equity|
|As at incorporation||2||-||-||-||2|
|Loss for the period||-||-||-||(253,408)||(253,408)|
|Transactions with owners|
|Issue of ordinary shares and subdivision of shares||299,998||1,000,000||-||-||1,299,998|
|Cost to issue shares||-||(81,067)||-||-||(81,067)|
|Share based payment||-||17,567||-||17,567|
|As at 31 March 2022||300,000||918,933||17,567||(253,408)||983,092|
Statement of Cash Flows
For the period ending 31 March 2022
|Cash flow from operating activities|
|Adjustments for non-cash/non-operating items:|
|Cash outflow from operating activities||(253,042)|
|Changes in working capital|
|(Increase) in trade and other receivables||(8,068)|
|Increase in trade and other payables||52,922|
|Net cash used in operating activities||(208,188)|
|Cash flows from investing activities|
|Purchase of property, plant and equipment||(1,198)|
|Net cash used in investing activities||(1,198)|
|Cash flows from financing activities|
|Proceeds from issue of shares||1,300,000|
|Cost of share issue||(63,500)|
|Net cash generated from financing activities||1,236,500|
|Net increase in cash and cash equivalents||1,027,114|
|Cash and cash equivalents at the beginning of the period||-|
|Cash and cash equivalents at the end of the period||1,027,114|