Visum Technologies PLC Acquisition Announcement

Visum Technologies PLC Acquisition Announcement

22 February 2024

VISUM TECHNOLOGIES PLC

("Visum" or the "Company")

Heads of Terms Signed for the acquisition of Socrates Imaging

Visum Technologies Plc (AQSE: VIS), a video capture technology company with a global focus on the leisure sector, is pleased to announce that it has entered into exclusive non-binding Heads of Terms (“HoT”) to acquire the entire share capital of Socrates Imaging B.V., a company based in the Netherlands, and Socrates Imaging Ltd, a company based in the United Kingdom (together “Socrates Imaging”), for a combination of cash payment and new ordinary shares in Visum totaling €2 million (the "Proposed Acquisition"). Exclusivity has been granted to Visum in relation to the Proposed Transaction until 31 March 2024.

Established in 1990, Socrates Imaging has cultivated a distinguished legacy of excellence over three decades, emerging as a trailblazer in photo and video capture souvenirs within the travel and leisure market. Renowned for its unwavering commitment to innovation, Socrates Imaging stands at the forefront in diverse domains, including ride photo, green screen, studio, and roaming photography. Their expertise extends beyond conventional boundaries, encompassing on-ride video production. Notably, Socrates Imaging is set to collaborate seamlessly with Visum's proprietary video solution, creating a powerful synergy that promises to elevate the standards of video capture and production in the industry. This strategic partnership exemplifies a shared dedication to pushing the boundaries of creativity and technology, ensuring a future where every moment is captured with unparalleled precision.

The Proposed Acquisition is subject to (i) Visum satisfying the cash payment agreed with the vendor; (ii) customary legal, financial, and other due diligence for a transaction of this type; (iii) entry into a legally binding share purchase agreement (“SPA”); and (iv) shareholder approval. While the parties are in advanced discussions regarding the terms of the SPA, there can be no certainty that a binding agreement will ultimately be reached or that the pre-conditions referred to above will be satisfied or waived and, hence, the Company cannot guarantee that the Proposed Acquisition will be completed.

Marc Dixon, CEO of Visum, commented:

"We are thrilled to announce the heads of agreement for the acquisition of Socrates Imaging. The union of our organizations, leveraging Socrates Imaging's extensive experience, over 150 client contracts and cutting-edge technology, promises to be mutually beneficial. This exciting partnership will enable Visum to deliver innovative capture technology, further enhancing our commitment to providing exceptional solutions to our valued customers."

Pim Sonepouse, Founder of Socrates Imaging, added:

In 1990, Socrates developed the first digital ride photo system, quickly followed by a series of new-to-market and innovative products. The quality and reliability of our photosystems are second to none, with the best yet to come in season 2024. I am very excited about the potential collaboration with Visum. It will both accelerate our growth and bring exciting new products and features quicker to market.

The directors of Visum accept responsibility for this announcement.

ENDS

About Visum Technologies

Visum Technologies Plc (AQSE: VIS) is a capture technology firm primarily focusing on the global leisure market. Their mission is revolutionizing capture technology, initially targeting specialized niches within the leisure industry. Visum captures, generates, and distributes branded, real-time digital content. They do this through a combination of proprietary hardware and software solutions that can be distributed and shared on all leading social media platforms. Whenever Visum identifies complementary technologies that can enhance its core offerings, expand its global presence, or facilitate entry into new markets, they are open to partnerships or acquisitions. For more information, please visit www.visumtechnologies.net.

For further information, please contact:

Visum Technologies

Marc Dixon, Chief Executive Officer marc.dixon@visumtechnologies.net

011 (804) 640-3004

First Sentinel Corporate Finance Limited (AQSE Corporate Adviser)

Brian Stockbridge Brian@first-sentinel.com

+44 20 3855 5551

Visum Technologies - Financial Results for the year ended 30 June 2022
RNS Number : 9366I
Visum Technologies PLC
07 December 2022
 

7 December 2022

VISUM TECHNOLOGIES PLC ("VISUM" or the "Company")

Financial Results for the year ended 30 June 2022

 

Visum Technologies Plc ("the Company"), a video technology company focussed on the global leisure market, announces its Annual Financial Results for the period ended 30 June 2022.

A copy of the Annual Report is available on the Company's website at https://visumtechnologies.net/annual-interim-reports/.

 

 

Highlights

·      Successfully acquired Ridercam Systems assets, contracts, IP and listed on the Aquis Growth Market, raising over £600k.

 

Financial Highlights

·      Revenue during the 16-month period was minimal (£28,455) due to the impact of COVID-19.

·      The cost of Sales was £28,960 but we expect this to trend towards 25-30% as the business ramps up.

 

Post period end events

·      Signed a Framework Services Agreement with Digiphoto Entertainment Imaging LLC on 26 July 2022 to supply a custom video system at TILT, Chicago's Highest Thrill Ride at the 360 Chicago Observation Deck at the former John Hancock Center.

·      Resignation of Chief Finance Officer, Michael James Stilwell on 31 October 2022.

·      Signed a Collaboration Agreement with Kool Replay on 8 November 2022.

·      Appointment of Peter van Bilsen as a Non-Executive Director on 15 November 2022.

·      Embedding corporate governance framework.

 

The Directors of the Company accept responsibility for the contents of this announcement.

 

 

For further information, please contact:

Visum Technologies PLC

Marc Dixon, Chief Executive Officer

 

 

marc.dixon@visumtechnologies.net

First Sentinel Corporate Finance Limited (AQSE Corporate Adviser)

Brian Stockbridge

 

 


Brian@first-sentinel.com

+44 (0) 203 989 2222

 

 

 

 

 

 

 

CHAIRMAN'S REPORT

 

Dear shareholders,

 

The process of listing Visum Technologies PLC took longer than expected. However, it was a key milestone and hugely rewarding to list the business on the Aquis Stock Exchange in June 2022 with a raise of just over £600k.

 

Over the last 12 months, the focus of the board has been to service our customer base, despite obvious challenges posed by Covid, establish the required governance frameworks required for a PLC organisation and look to the future by building an installation sales pipeline. Under the leadership of the Chief Executive Officer ("CEO"), Marc Dixon, and the financial stewardship of Mike Stillwell, the team has remained stable, motivated, and with a strong sense of the "art of the possible" going forward.

 

Our customer base of installs has remained stable, and we have been ensuring that, as a team, we maintain our high service standards despite travel challenges. By working with our current partners on consumer participation rates and video capture reliability, we are hopeful that we can build relationships and a reputation that will allow us to grow ride penetration within our current theme park operators into 2023/24.

 

A lot of time has been spent training the board in preparation for listing as well as establishing robust governance structures with the support of our company secretariat, Computershare. I am confident that we have both the right governance frameworks and also knowledge base to support the growth of the business over the coming years.

 

Our CEO has done a great job of attending both live events, such as International Association of Amusement Parks and Attractions ("IAAPA"), as well as using his vast experience in this industry to re-establish historical connections as well as create new ones to help build a strong install pipeline into 2023. The Chicago 360 installation was a recent, high-profile win for Visum Technologies PLC. There is a very strong sense, based on feedback from a variety of industry operators that the "future is video" as consumers look to capture dynamic content of their experiences that they can then share with friends and on social media. Visum Technologies PLC is in a strong position to capitalise on the movement from still images to video capture over the coming years.

 

The business has stable technology, an experienced management team, and a PLC status that will allow for future expansion. Despite some macroeconomic challenges the world is facing in 2022, the future looks positive, and the business is ready to seize the opportunities that lie ahead.

 

Andrew Edge

Chairman

 

 

CHIEF EXECUTIVE OFFICER'S REPORT

 

Dear fellow shareholders,

 

It is my pleasure to provide you with our first annual report for the sixteen-month period ending June 30, 2022. The period was a challenging one. On May 26, 2021, we acquired the Ridercam business, assets, IP, and contracts for £3.75 million.  After which, we spent most of the year working through the IPO process to list on either the London Stock Exchange or on the Aquis Stock Exchange (AQSE). After careful consideration of the support and flexibility that AQSE can offer to high growth companies, and reaching a critical point in funding because of delays, we elected to put in an application with AQSE. On June 30, 2022, Visum Technologies Plc reached a significant milestone and successfully listed on the Aquis Growth Market, raising just over £600k.

 

In addition to the challenges with the delay in the listing, Visum Technologies Plc operated on a limited budget and staffing model for the 2021 summer season and the first half of the 2022 season. Covid-19 restrictions on capacity also limited our revenue potential at our two operating locations during the 2021 season and caused us to postpone our growth plans for Asia. The war in Ukraine also derailed our contract with a future installation in Russia, which has now been on permanent hold. The timing of the IPO also proved challenging, as our potential clients were in the middle of their summer season and not ready to engage in discussions for future opportunities. However, we took this time to update our branding, website, and other marketing materials for the future.

 

Despite all the challenges we faced in 2021, the team remained steadfast and dedicated to Visum Technologies Plc, our products, our vision, and the future of video capture in the travel and leisure market.

 

Growth Strategy

Since listing, we have focused on filling our future sales pipeline and ensuring that we keep servicing our current customer base. The growth strategy we put in place for Visum Technologies Plc in the period under review has four distinct strands: product innovation; direct sales to leisure venues; sales to leisure venues via industry partners; and where we see the accretive benefit, strategic acquisition. The benefits of this blended approach have resulted in the uplift in momentum we are experiencing post-period end and are covered in Current Trading and Outlook below.

 

Operational KPI's

During the 18-month period, we have also given considerable thought to the operational KPIs we believe our most relevant to help monitor the uptake and usage of our technology. These are:

·      Number of ride installations

·      Number of cameras installed

·      Number of passenger rides recorded

·      Number of purchases

 

Current Trading and Outlook

We continue to see strong interest in our video products as the theme park photo providers adopt a model around creating social memories and currency beyond what a typical photo can provide and the strength and social sharing of a video.

 

In September 2022, we attended the IAAPA Expo Show in London. In November 2022, we attended the IAAPA show in Orlando, with both shows being heavily attended, seeing record numbers at the Orlando show. The response continues to be very strong, with several opportunities for the 2023 summer season.

 

Additionally, amusement and theme parks saw double-digit growth during the 2022 season, with pent-up demand for entertainment post-Covid. We expect this to strengthen our growth potential as the attractions industry continues to look for new ways to engage and capture their guest experiences.

 

Our 2023 outlook is already off to a positive start, with three new contracts in place. The first is a new location at Europa Park (the second largest theme park in Europe) to provide a system for their Silver Star roller coaster in Spring 2023 reflecting our direct sales to venues strands. The second agreement is with DEI to provide a video system at TILT within the 360 Chicago Observatory, which is currently operational, demonstrating the importance of working with industry partners in our sector. The third agreement is a strategic partnership with Kool Replay, a Canadian company, to provide other capture options for Visum and Kool Replay.

 

In terms of our in-house product development strategy, we are currently working on two new capture products we previewed at the IAAPA Orlando Show and have already seen strong client interest. We anticipate our first location by Q2 of 2023.

 

Despite the current financial climate, Visum Technologies Plc has a robust pipeline of opportunities to deliver creative content and memories to our clients and their consumers. We remain confident in our future plans for growth. To that end, post-period we were delighted to welcome Shahyan Khan to the management team as Director of Finance and industry veteran, Peter Van Bilsen to the Board as a non-executive director. The Board would also like to thank Mike Stilwell, our former CFO who was working on a part-time basis, who resigned in October due to other commitments, for his unfailing support during the listing process. We wish him well.

 

Marc Dixon

Chief Executive Officer

 

 

FINANCIAL KEY POINTS

 

Revenue

As covered in the Chief Executive Officer's Report, revenues for the sixteen month period end 30 June 2022 were minimal (£28,455) reflecting the historic R&D focus of the Ridercam business and the impact of COVID-19 in the 2021 season at its first installation.

 

Cost of Sales

Costs of Sales were £28,960. As the business develops, we would expect Costs of Sales to trend towards the 25-30% of revenue range.

 

OPEX

Administrative expenses for the period was £848,057. Significant elements of this amount were the one-off costs relating to the acquisition of Ridercam and the listing process, totaling £234,366. Moving forward, the goal of the business will be for OPEX to be in the 45-55% of revenue range given the underlying scaleability of the business model. We are also grateful to certain advisers in relation to the admission process who have been fully understanding of the business's current revenue status and are providing extended credit terms.

 

EBITDA

Earnings before interest, taxation, depreciation, and amortization was £790,489 for the period.

 

 

Balance sheet

At the time of listing, the business successfully raised approximately £600,000 via the issue of 4,294,197 ordinary shares at 14 pence. Prior to the listing, the business had also raised £200,000 via a convertible loan note which was interest free and fully converted into shares on 24 August 2022. At 30 June 2022, the Company's cash and cash equivalents stood at £222,386

 

As of 2 December 2022, cash and cash equivalents were £158,194. As a result, the business continues to streamline its operating expenses and review its funding options whilst the business continues to grow its sales pipeline.

 

 

STRATEGIC REPORT

 

The directors present their strategic report on Visum Technologies Plc (the "Company") for the period ended 30 June 2022.

 

Principal activity

The principal business activity is the development and installation of high-quality photo and video-capture technologies for roller coasters and attractions around the world.

 

Review of business, future outlook and key performance indicators

The Company listed on the Aquis Stock Exchange during the period and also acquired the business and assets of Ridercam Systems Limited. A review of the business of the company, together with comments on future developments is given in the Chairman's Statement and Chief Executive's Statement.

The board monitors the Company's performance in delivery of strategy by measuring progress against Key Performance Indicators ("KPIs"). These KPIs comprise a number of operational and financial metrics. 


Period ending

30 June 2022

 

£

Operating metrics


Revenue from continuing activities

28,445

Gross loss for the period

(515)

Net loss for the period

(858,776)



Financial metrics


Net Assets / (liabilities)

2,998,214

Cash

222,386

 

Further KPIs may be introduced as the Company evolves.

 

Principal Risks and Uncertainties

 

Global Pandemics, War, Terrorism & Other Events out of the Company's Control

 

The Company's stated business strategy may be adversely affected if the above events impact the leisure sector and specifically influence the opening and operation of Customers' theme parks. Those of any other adverse events may cause negative impacts on the Company's operations in these areas through the closure of leisure activities and theme parks which could result in reduced income levels for the Company and reduced growth of a new business. This risk materialised regarding COVID-19 as a global pandemic, which has impacted and could continue to impact the ability of the business to operate at its full capacity due to the closure of theme parks or reduction and restrictions on travel.

 

Furthermore, the Company's product offering depends on the performance of particular hardware and software systems that could be affected by outages, downtime, or poor performance both in and out of the Company's control. This could result in negative impacts on the Company through increased costs of rectifying issues, loss of contracts, or reduction in brand value over time. The Company systems are vulnerable to impact, or interruption from events such as (but not limited to) (i) natural disasters, (ii) power loss, (iii) third-party supplier failure (including telecommunications), (iv) viruses, or other similar third-party software negatively introduced to the system, (v) computer hacking or other similar activity and (vi) acts of war, terrorism or pandemics. No material outages have occurred as of the date of this report.

 

The supply chain could be an issue as the company orders hardware and equipment to fulfill orders for the 2023 season. The company is looking at alternative camera designs to mitigate risks related to certain components and availability.

 

The current macroeconomic situation continues to be a key risk and concern for the company and could impact the ability for future growth and expansion globally. 

 

Technological Development

 

In order for the Company to remain competitive, technological developments must be followed especially in the event of any technology changes. The Company must continue to increase and improve the functionality, properties and the quality of existing products. Such adaptation is associated with costs that can be significant and are affected by factors that are wholly or partly outside the control of the Company. This means that the level and timing of future operating costs and capital requirements to follow in this development may deviate significantly from current estimates. A lack of ability to follow technological developments, or the costs attributable to any future developments can have a material adverse effect on the Company's operations, financial position, and results.

 

Financial and Capital Risk Management

 

The directors constantly monitor the financial risks and uncertainties facing the group with particular reference to the exposure of credit risk and liquidity risk. They are confident that suitable policies are in place and that all material financial risks have been considered. The major balances and financial risks to which the company is exposed to and the controls in place to minimise those risks are disclosed. The financial risk management objectives and policies can be found within note 22 of the financial statements. The Board considers and reviews these risks on a strategic and day to day basis in order to minimise any potential exposure.

 

The Board's objective is to maintain a balance sheet that is both efficient and delivers long term shareholder value. The Board continues to monitor the balance sheet to ensure it has an adequate capital structure.

 

Going Concern

The Board monitors the Company's ability to continue as a going concern. The following is a summary of the Directors' assessment of the going concern status of the Company.

 

With the company's current cash position, moderate monthly burn rate, upcoming installments for current clients and a strong pipeline of clients for 2023, the company is in good standing for the upcoming year.

 

Based on this information, the Board has made its assessment and remains satisfied that there are no material uncertainties affecting the Company's ability to continue in business for the foreseeable future, being at least 12 months from the date of approval of the financial statements. Accordingly, the Company has adopted the going concern basis in preparing these financial statements.

 

 

FINANCIAL STATEMENTS

 

Income Statement for the period from 18 February 2021 to 30 June 2022

 




2022

 

Notes

 

£

Turnover

5


28,445

Cost of sales



(28,960)

Gross loss

 


(515)





Administrative expenses



(848,057)





Operating loss

6


(848,572)





Interest payable



(10,204)





Loss on ordinary activities before taxation

 


(858,776)

Tax on loss on ordinary activities

8


 -

Loss for the period

 


(858,776)

 

 


 

Loss per share:

 


 

Basic and diluted loss per share - pence

24


2.22

 

All amounts relate to continuing operations.

 

The notes below form part of these financial statements.

 

Statement of Comprehensive Income for the period from 18 February 2021 to 30 June 2022

 


Notes

2022

£

Loss for the period

 

(858,776)


 


Other comprehensive income

 

                   -  




Total comprehensive income for the period

 

(858,776)

 

The notes below form part of these financial statements.

 

 

Statement of Financial Position as at 30 June 2022

 



2022

 

Notes

£

£

 




Fixed assets

 



Intangible assets

9


       3,661,917





Current assets

 



Debtors

10

          449,546


Cash at bank and in hand


          222,386




          671,932










Creditors: amounts falling due within one year

 


Trade and other creditors

11

          (762,584)






Net Current liabilities

 


(90,652)

Total assets less current liabilities

 


       3,571,265





Creditors: amounts falling due after more than one year

 

Other creditors

12


          (573,051)





Net assets

 


       2,998,214

 








Capital and reserves

 



Share Capital

13


          507,213

Share Premium

14


       3,349,777

Profit and loss account

15


(858,776)

Total Equity

 


       2,998,214

 

 

 

Statement of Changes in Equity for the period from 18 February 2021 to 30 June 2022


Share Capital

Share Premium

Other reserves

Profit and Loss Account

Total

 

£

£

£

£

£







At 18 February 2021

-

-

-

-

-

Loss for the financial year

-

-

-

(858,776)

(858,776)

Total comprehensive income for the financial year

-

-

-

(858,776)

(858,776)







Shares issued

507,213

3,349,777

-

-

3,856,990







At 30 June 2022

507,213

3,349,777

                  -  

(858,776)

2,998,214

 

 

The following describes the nature and purpose of each reserve within owners' equity.

 

Reserve                                                           Description and purpose

 

Share Capital                                         This represents the nominal value of shares issued.

 

Share Premium                                      Amount subscribed for share capital in excess of nominal value.

 

Profit & Loss Account                              Cumulative net gains and losses recognized in the statement of comprehensive income.

 

The notes below form part of these financial statements.

 

 

Statement of Cash Flows for the period from 18 February 2021 to 30 June 2022



2022

 

Notes

£

Cash flows from operating activities

 


Operating loss for the period


(848,572)

Adjustments for:



Amortisation of goodwill


58,083







Changes in:



Trade and other debtors


(99,546)

Trade and other creditors


473,032

Cash generated from operations


(417,003)

Interest paid


-

Net cash used in operating activities


(417,003)







Cash flows from investing activities

 


-


-

Net cash generated from investing activities

 

-

 









Cash flows from financing activities

 


Share issue


439,389

Issue of Convertible Loan Note


200,000

Net cash used in financing activities


639,389




Increase/(Decrease- in cash and cash equivalents


222,386

Cash and cash equivalents at beginning of year


                  -  




Cash and cash equivalents at the end of the year

 

222,386

 

Non-cash transactions

The acquisition of the business and certain assets of Ridercam Systems Limited for £3.75m was a non-cash transaction during the period with shares issued to settle the majority of the consideration payable, with some consideration being deferred. Refer to Note 9 for further details.

 

The notes below form part of these financial statements.

 

 

Notes to the accounts for the period from 18 February 2021 to 30 June 2022

 

1       General Information

The company is a public company limited by shares, registered in England and Wales. The address of the registered office is Bragborough Hall Business Centre, Welton Lane, Braunston, Northamptonshire, NN11 7JG, United Kingdom.

 

2       Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'

 

3       Summary of significant accounting policies

 

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

 

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from the company's development activity is recognised only if all the following conditions are met:

 

•   an asset is created that can be identified;

•   it is probable that the asset created will generate future economic benefits: and,

•   the development cost of the asset can be measured reliably.

 

Internally-generated intangible assets are amortised on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

 

Intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their estimated useful economic lives. The amortisation expense is included within the other administrative expenses line of the statement of comprehensive income.

 

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights.

 

Business combinations and goodwill

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the company, liabilities incurred by the company to the former owners of the acquiree and the equity interests issued by the company in exchange for the business and assets of the acquiree. Acquisition-related costs are recognised in the profit and loss as incurred. Any goodwill that arises is amortised over its estimated useful economic life.

 

Going Concern

In preparing the financial statements, the directors are required to make an assessment of the ability of the company to continue as a going concern. The directors have prepared a cash flow forecast which covers the period to June. A "reverse stress" test has been applied to the forecasts, seeking to establish the level of liquidity headroom the company is expected to have during this forecast period to June 2024. The directors' assessment has taken into account current macroeconomic factors.

 

On the basis of these forecasts, the directors are confident that the company has adequate resources to continue in operational existence and to meet their liabilities as they fall due for the foreseeable future. As a result of the above, the directors have concluded that it remains appropriate to adopt a going concern basis of preparation in these financial statements.

 

Taxation

A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period.

Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

 

Provisions

Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

 

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction.

 

At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non- monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

 

Share-based compensation

The fair value of the employee and suppliers services received in exchange for the grant of the options and warrants is recognized as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options and warrants granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options and warrants that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options and warrants that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

 

 

Financial assets                                                                                                    

Basic financial assets, including trade and other receivables and cash or bank balances, excluding any financing transactions, are initially recognised at transaction price and are subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.                                                                                                                                                                     

Investments in equity instruments (other than the company's own equity or any subsidiaries, associates and joint ventures) and other financial assets are initially recognised at their transaction price and are subsequently measured at fair value at each period end. Changes in fair value are recognised in the profit or loss. Fair value is measured with reference to the net asset value per share at the period end.

 

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.              

 

Financial liabilities                                                                                                

Basic financial liabilities, including trade and other payables and bank loans, excluding any financing transactions, are initially recognised at transaction price and are subsequently measured at amortised cost determined using the effective interest method.

 

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

 

3  Critical accounting estimates and judgements

 

The preparation of financial statements in accordance with FRS 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland, requires the use of certain critical accounting estimates and judgements. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under circumstances. Although these estimates are based on directors' best knowledge of the amount, event or actions, actual results may differ from those estimates. The following is intended to provide an understanding of the policies that the directors consider critical because of the level of complexity, judgment or estimation involved in their application and their impact on the financial statements.

 

Share based payments

The fair value of share based payments recognized in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry. Refer to Note 22 for further details.

 

 

Intangible assets

It is the company's policy to amortise intangible assets over the period during which the company is expected to benefit. Amortisation only commences once the asset is fully ready for use as intended by management. During the period the company acquired an intangible asset from Ridercam Systems Limited but judged that further development work would be required on the asset. Therefore, the company has judged that the intangible asset shouldn't be amortised during the period. With regards to goodwill the company has estimated that they will receive future economic benefits for at least 10 years, so have used the maximum life permitted. The carrying amounts of intangible assets are disclosed in Note 9.

 

 

Going concern

Management have considered that the company remains a going concern. The going concern assumption is discussed further in note 1.

 






 

 



 

 

 

5

Analysis of turnover

 



2022






£


Sale of goods




                  26,827


Services rendered




                    1,618






                  28,445








By geographical market:






UK




                           -  


Europe




                  26,827


North America




                    1,618






                  28,445












 

6

Operating Loss

 



2022

£

 

This is stated after charging:












Auditors remuneration for audit services




                  10,000


Amortisation of goodwill




                  58,083


Foreign exchange differences



                    1,250






The interest payable in the income statement relates to deferred consideration included within  creditors due after 1 year.







7

Directors' emoluments

 



2022

£


Emoluments




                265,162








Highest paid director




                169,225








Number of directors to whom accrued/paid fees during year


6







There were no employees, the directors were paid via service agreements and further details are

provided on in the Corporate Governance Statement.













 

 

 





 

8

Taxation

 



2022


 

 



£

 

Analysis of charge in period

 





Current tax:






UK corporation tax on profits for the period




                           -  


Adjustments in respect of previous periods



                           -  













Reconciliation of tax expense

 





The tax assessed on the profit on ordinary activities of the year is the standard rate of corporation tax in the UK of 19%






2022

 





£

 







Loss on ordinary activities before taxation




(858,776)








Loss on ordinary activities by rate of tax




(163,167)


Effect of expenses not deductible for tax purposes



37,246


Unutilised / (Utilised) losses carried forward



           125,922








Tax on loss



                           -  

 





 

 

 

9

Intangible fixed assets

 



 

 








Goodwill

Identified intangible assets

 

Total


 

£

£

 

£


Cost

 





At 18 February 2021

-

-


                        -  


Additions through business combinations

536,154

3,183,846


         3,720,000


At 30 June 2022

536,154

3,183,846


         3,720,000








Amortisation

 





At 18 February 2021

-

-


                        -  


Provided during period

58,083

-


         58,083


At 30 June 2022

58,083

-


         58,083








Carrying amount

 





At 30 June 2022

478,071

3,183,846


   3,661,917

 







At 17 February 2021

-

-


                        -  







 

Acquisition

On 26 May 2021 the company acquired the business and certain assets of Ridercam Systems Limited ("Ridercam") for total consideration of £3.75m. The consideration payable was as follows:

 

•      £682,400 of deferred consideration

•      £739,098 by way of the issue of 7,390,982 Ordinary Shares which were issued on 26 May 2021; and

•      £2,328,502 by way of the settlement of all outstanding debt liabilities due from Ridercam to the

company as a result of the acquisition of the debt from the original creditors of Ridercam as part of the restructure of their business. Following such acquisition of the debt by the company, the company then settled such debts due from Ridercam as part of the consideration for the acquisition.

 

The deferred consideration was later reduced by £30,000 on 12 April 2022.

 

Identified intangible assets

Prior to the acquisition, Ridercam had been focused on its research and development program,

which provided for the development of the Visum 4.0 camera system. During this period, Ridercam had many ride installations, but these were operated as part of the research & development program rather than on a fully commercialised basis. The main expenditure incurred by Ridercam prior to its acquisition related to the development of the technology, intellectual property, and camera system with total aggregate expenditure reaching £3,183,846.

 

The company has allocated this cost as the fair value at acquisition date of the identified intangible assets.

 

The company intends to continue its research and development program to continue developing its products and features offered to customers. The asset is not yet fully ready for use as intended by management and therefore, it has not yet been amortised.

 

Goodwill

The goodwill relates to the excess of the cost of acquiring Ridercam over the identified intangible assets, as there were no other significant identifiable assets, liabilities or contingent liabilities acquired. The goodwill includes other intangible assets that cannot be recognised separately as intangible assets. The goodwill is to be written off in equal annual instalments over its estimated economic life of 10 years.

 

Revenue and profit and loss

The revenue in the period relating to the business acquired from Ridercam is £28,445.

The loss in the period relating to the business acquired from Ridercam is £515.

 











 

10

Debtors

 



2022

 





£


Other debtors




                436,207


Accrued Income




                    3,339


Prepayments




                  10,000





                449,546

 






11

Creditors: amounts falling due within one year

 


2022


 

 


£


Trade Creditors




                354,761


Other creditors




                289,091


Accruals and deferred income




                118,732











                762,584

 

Included within other creditors is a £200,000 convertible loan which was converted into equity on 24 August 2022.






12

Creditors: amounts falling due after more than one year




Deferred Consideration



                573,051












13

Share capital

Nominal

 


2022

 


Value

Number

 

£

 

Allotted and called up:






Ordinary shares

0.01

       50,721,287

                507,213













Shares issued during period:






Ordinary shares

0.01

       50,721,287

                507,213






2,500,000 ordinary shares have been issued but not fully paid. The remaining ordinary shares are fully paid. The consideration receivable for the ordinary shares issued in the year is £3,856,990.

 

Each ordinary share has full rights in the company with respects to voting, dividends and distributions.







14

Share premium

 



2022


 

 



£


At 18 February




                            1


Shares issued




            3,349,776


At 30 June 2022

 


            3,349,777













15

Profit and loss account

 



2022


 

 



£


At 18 February




                           -  


Profit for the period




(858,776)


Dividends




                           -  


At 30 June 2022

 


(858,776)

 






16

Events after the reporting date

 




On 24 August 2022 the Company issued 1,428,571 ordinary shares of £0.01 each at £0.14 per share upon the conversion of a £200,000 convertible loan.


 

 




17

Related party transactions

 




Included within trade creditors and accruals are balances of £63,031 and £93,000 respectively which are due to the directors in relation to their fees. The directors fees are disclosed in the Corporate Governance Statement.







18

Presentation currency

 





The financial statements are presented in Sterling.










19

Legal form of entity and country of incorporation

 




Visum Technologies PLC is a public company limited by shares and incorporated in England.







20

Principal place of business

 





Bragborough Hall Business Centre






Welton Road






Braunston






Daventry






Northamptonshire






NN11 7JG











 

21

Warrants and share based payments

 

On 29 June 2022, 1,014,426 warrants were granted to the company's corporate adviser and were exercisable at 14p each over a term of 5 years.

 

The fair value of the warrants issued in the period was derived using the Black Scholes model and the share based expense was approximately £30,000 but has not been deemed to be material and so has not been recognised. The net charge recognized in the income statement and statement of comprehensive income for share warrants was £nil.

 

The following assumptions were used in the calculations for director warrants issued in the period, depending on the warrants and date of share issue:





Exercise price

14p



Share price at grant date

14p



Risk-free rate

2.1%



Volatility

25%



Expected life

5 years



Fair value

2.93p



 

Expected volatility is based on a conservative estimate for a AQSE listed entity. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

Conversion of warrants

Each warrant converts into one ordinary share of the company on exercise.  No amounts are paid or payable by the recipient on receipt of the warrant and the company has no legal obligation to repurchase or settle the warrant in cash.  The warrants carry neither rights to dividends nor voting rights prior to the date on which the warrants are exercised.  Warrants may be exercised at any time from the date of vesting to the date of expiry.

 

Movements in the number of warrants outstanding and their related weighted average exercise prices are as follows:


 

 


   Number of warrants 

Average exercise price


 

2022

 

2022



No.


£

Outstanding at the beginning of the period


-


-

-       Granted during the year


1,014,426


0.14

-      


───────


──────

Outstanding at the end of the period


1,014,426


0.14

 


───────


──────

           

The warrants outstanding at the period end were all exercisable and had a weighted average remaining contractual life of 5 years and the maximum term is 5 years. The exercise price range is 14p.

 

 

    22           Financial Risk Management Objectives and Policies

 

The Company's financial instruments comprise cash balances and receivables and payables that arise directly from its operations.

 

The main risks the Company faces are foreign currency risk, interest risk, liquidity risk and capital risk.

 

The board regularly reviews and agrees policies for managing each of these risks.  The Company's policies for managing these risks are summarised below and have been applied throughout the period.  The numerical disclosures exclude short-term debtors and their carrying amount is considered to be a reasonable approximation of their fair value.

 

Foreign currency risk 

The Company is exposed to movement in foreign currency exchange rates arising from normal trading transactions that are denominated in currencies other than the respective functional currencies of the Company entities, primarily with respect to United States dollars and Australian dollars.  The Company does not currently have a policy to hedge its exposure to foreign currency exchange risk. The gains or losses disclosed in Note 6 are equivalent to a sensitivity analysis and indicate how the profit or loss is affected by changes in foreign currency exchange rates.

       

Interest risk

The Company is not exposed to significant interest rate risk as it has fixed rates of interest bearing liabilities at the period end.

 

Credit risk

The Company is exposed to significant credit risk from its loans and receivables if underlying borrowers fail to make repayments or default.

 

The Board of Directors manages credit risk by using secured Debt instruments with collateral where possible and by reviewing the credit worthiness of counterparties prior to making loans and credit sales. The carrying amounts of trade and other receivables, secured loan notes and cash and bank balances represent the Company's maximum exposure to credit risk in relation to financial assets.

 

Cash and bank balances, including fixed deposits are placed with reputable financial institutions.

 

Liquidity risk

Liquidity risk is the risk that Company will encounter difficulty in meeting these obligations associated with financial liabilities.

 

The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Company's short term and long-term funding risks management requirements.

 

During the period under review, the Company has utilised various borrowing facilities and their carrying amount is a reasonable approximation of their fair value.

 

The Company manages liquidity risks by maintaining adequate reserves and reserve borrowing facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

 

Capital risk

The Company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

 

    23          Financial Instruments

 

Financial instruments represent any contractual agreement that creates a financial asset, financial liability
or an equity instrument. Financial assets comprise cash and bank balances, trade and other receivables. Financial liabilities comprise trade and other payables, loans and borrowings.


Fair value measurements


Management consider that the carrying amounts of financial assets and financial liabilities recognised in the
Company's financial statements approximate their fair values.

 

 

 

 

 

 

 


 


 



 

 

 

 

 


 



 

 

 

 

 

2022

 



 

 

 

 

 

£

 


 

 

 

 

 

 

 

 


Financial assets at amortised cost

 

 

 

 

 

 


Trade and other receivables



 



398,982

 


Cash and cash equivalents






222,386

 








621,368

 









 


Financial liabilities at amortised cost





 

                











 


Trade payables



 



354,761

 


Other creditors



 



867,604

 





 



1,222,365

 








 

 

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

 

Cash and cash equivalents, trade and other receivables, trade and other payables and loans and borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments.

 

 

24.                   Earnings per share

 

Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period.

 

                    Reconciliations are set out below:


 

Earnings

Weighted average

 

Loss per-share


£

Number of shares

Pence

2022




Basic and diluted earnings per share:




Earnings attributable to ordinary shareholders

 

(858,776)

 

38,603,674

 

2.22


══════

════════

══════





       

      Basic and diluted earnings per share are considered to be the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. As at 30 June 2022 there were 1,014,426 outstanding share warrants, which are potentially dilutive.

 

 

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