FASTFORWARD INNOVATIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31MARCH 2017
FastForward Innovations Limited
Contents
Investing Policy
Chairman's Statement
Report of the Chief Executive Officer
Directors
Report of the Directors
Independent Auditor’s Report
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors and Advisers
Page No.
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www.fstfwd.co
Incorporated under the
Companies (Guernsey) Law, 2008.
REGISTERED IN GUERNSEY No. 44403
FastForward Innovations Limited
Investing Policy
For the year ended 31 March 2017
The Company's Investing Policy is to invest in and/or acquire companies which have significant intellectual property
rights which they are seeking to exploit, principally within the technology sector (including digital and content
focused businesses) and the life sciences sectors (including biotech and pharmaceuticals). Initially the geographical
focus will be North America and Europe but investments may also be considered in other regions to the extent that
the Board considers that valuable opportunities exist and positive returns can be achieved.
In selecting investment opportunities, the Board will focus on businesses, assets and/or projects that are available at
attractive valuations and hold opportunities to unlock embedded value. Where appropriate, the Board may seek to
invest in businesses where it may influence the business at a board level, add its expertise to the management of the
business, and utilize its industry relationships and access to finance; as such investments are likely to be actively
managed.
The Company's interest in a proposed investment and/or acquisition may range from a minority position to full
ownership and may comprise one investment or multiple investments. The proposed investments may be in either
quoted or unquoted companies; are likely to be made by direct acquisitions or through an immediate investment;
and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures. The Board may focus
on investments where intrinsic value can be achieved from the restructuring of investments or merger of
complementary businesses.
The Board expects that investments will typically be held for the medium to long term, although short term disposal
of assets cannot be ruled out if there is an opportunity to generate an attractive return for Shareholders. The Board
will place no minimum or maximum limit on the length of time that any investment may be held.
There is 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 under the AIM Rules. The Directors intend to mitigate risk by appropriate due diligence and
transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require
Shareholder approval. The Board considers that as investments are made, and new promising investment
opportunities arise, further funding of the Company may also be required.
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. Investments are expected to be mainly in the form of equity, with debt potentially being raised
later to fund the development of such assets. Investments in later stage assets are more likely to include an element
of debt to equity gearing. The Board may also offer new Ordinary Shares by way of consideration as well as or in lieu
of cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen
contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic
environment and operational problems.
The Board will conduct initial due diligence appraisals of potential businesses or projects and, where it believes that
further investigation is warranted, it intends to appoint appropriately qualified persons to assist. The Board believes
it has a broad range of contacts through which it is likely to identify various opportunities which may prove suitable.
The Board believes its expertise will enable it to determine quickly which opportunities could be viable and so
progress quickly to formal due diligence. The Company will not have a separate investment manager. The Board
proposes to carry out a comprehensive and thorough project review process in which all material aspects of a
potential project or business will be subject to rigorous due diligence, as appropriate. Due to the nature of the sector
in which the Company is focused it is unlikely that cash returns will be made in the short to medium term; rather the
Company expects a focus on capital returns over the medium to long term.
1
FastForward Innovations Limited
Chairman’s Statement (continued)
For the year ended 31 March 2017
I am pleased to present the annual report and financial statements of FastForward Innovations Limited (the
"Company") for the year ended 31 March 2017.
The Company has continued its investing policy of seeking to invest in and/or acquire companies which have
significant intellectual property rights which they are seeking to exploit, principally within the technology sector
(including digital and content focused businesses) and the
life sciences sectors (including biotech and
pharmaceuticals). During the year we have invested in two sectors, namely gaming and medical marijuana, where
we see the potential for major disruption in the market place and consequently significant gains for our
shareholders.
Results
The net assets of the Company at 31 March 2017 were £10,101,000 (2016: £10,277,000), equal to net assets of
7.60p per Ordinary Share (2016: 7.85p per Ordinary Share).
Changes during the period
In June the Board of Directors took the decision to appoint Peel Hunt LLP as our Nominated Adviser. Subsequently on
16 February 2017, as the Company moved its focus to life sciences and gaming, Beaumont Cornish Limited was
reappointed as our Nominated Adviser and Optiva Securities was appointed as our broker. Both have made a positive
contribution to our Company in the short period we have been working with them
Also Vistra Fund Services (Guernsey) has taken over accounting and registered office services to the Company, while Josh
Epstein became Company Secretary. As a result of the change the registered office of the Company is now 11 New
Street, St Peter Port, Guernsey, GY1 2PF.
Directors and advisors
I’d like to thank Bryan Smith and Stephen Dattels, both of whom resigned as directors during the year. Both have
been closely involved in the development of the Company to this point and the Board of Directors wish them well in
the new projects they are undertaking.
Our team was strengthened by the appointment of Norbert Teufelberger as Special Adviser. Norbert’s experience in
building one of the most successful global online gaming companies is a serious advantage for the Company. Norbert
has a deep set of relationships across a multitude of technology sectors and a keen understanding of the overall
consumer internet space. His knowledge and networks have been a major strength to us already.
Investments
Since the approval of the 31 March 2016 audited financial statements the Company has completed three new
investments and added to our investment in one holding. Further details of these investments are set out in the Chief
Executive’s report and on the Company's website www.fstfwd.co.
Post period end
Towards the end of the year the Company announced the disposal of its interest in Satoshipay for shares in Bluestar
Capital plc which were subsequently sold post year end. Satoshipay was one of our earlier and smaller investments
and therefore was targeted as an early disposal candidate. The strength of this company was reflected in the disposal
value achieved which was more than double our investment cost. The investment was sold post year end for
£305,000.
2
FastForward Innovations Limited
Chairman’s Statement (continued)
For the year ended 31 March 2017
Outlook
Our investing policy allied to our broad range of contacts and expertise and fleetness of foot enable us to move
quickly when we see an opportunity. This is especially true with the move into medical marijuana where we see global
growth on a huge scale as markets open up. Maximising shareholder value and creating liquidity events is a task which
can take a significant period of time to achieve. All of our investee companies are small private start-ups which do not
or, for commercial reasons cannot, communicate regularly and publicly with the market and our shareholders which
can be frustrating. Nevertheless Lorne Abony and his team are in constant contact with all our investees to ensure
that their strategic goals align with our own and I remain confident that we will add value to our shareholders over
the year.
Jim Mellon
Date: 6 July 2017
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FastForward Innovations Limited
Report of the Chief Executive Officer
For the year ended 31 March 2017
Introduction
It is truly a pleasure to make my second report of the Chief Executive Officer to shareholders.
Strategy
I have continued our strategy to invest in visionary entrepreneurs developing innovative technologies that solve
problems in their industries or create new markets. During the year we have made two investments in the gaming
space, Moon Active and Leap Gaming, which is an industry I know well. Both are trading above expectation. As the
market is aware, the long term strategy is to take Leap Gaming public. This is taking longer than anticipated but I
remain confident that is will occur within the next year.
It is an enormous validation of the FastForward Innovations Limited strategy and mission statement that we have
invested C$3 million into Nuuvera, a Canadian company focused on the medical marijuana industry, thereby,
providing our shareholders with early market access to deals that would otherwise be closed to them. There is a
global secular trend toward the legalization of marijuana. Like me, the whole Board believes recent deregulation
of marijuana for medical use in Canada, and other jurisdictions, presents a huge market opportunity. I am
delighted that the Company’s shareholders are able to participate in this exciting sector and believe that this
investment will prove a huge success for the Company. The founders of Nuuvera have put together an incredible
team and I am delighted to be a member of the Board of Nuuvera. Demand for the fundraising completed by
Nuuvera was unprecedented in my experience, and some of the biggest names in Canadian business, with huge
success behind them, are shareholders of the company. The Nuuvera team is working incredibly hard to create a
company which has massive potential to create accretive value for our shareholders. I anticipate that Nuuvera will
debut on the Toronto Stock Exchange sometime in the forthcoming year.
Last year I wrote that I would place a heavy emphasis in the second half of 2016 on seeking to crystallize the value
of those businesses at valuations well in excess of the value that we acquired our interests. At the time of writing
we have only successfully achieved one transaction, the sale of Satoshipay completed post year end. I continue to
engage closely with interested parties about possible liquidity transactions but, given the scale and liquidity
profile of our investments it’s difficult to predict when a transaction will crystallize.
Performance and valuation
The Company’s diluted Net Asset Value (“NAV”) per share stands at 7.60p per share compared to 7.82p at 31
March 2016. Whilst it is disappointing that our share price moved from 15.38p per share at 31 March 2016 to
8.62p at 31 March 2017, we have consistently traded at a premium to NAV which in my view reflects that our
shareholders understand the potential locked up in the Company.
Our latest investment in Nuuvera brought us to a fully invested position. It is clearly in our shareholders’ best
interests that their capital is used to generate returns rather than to fund overheads. Therefore over the latter
part of the year I have instigated a process to reduce our overhead costs and to seek recovery of a portion of our
overhead from investee companies reflecting the dedicated work we carry out on their behalf. I anticipate that
these reductions will be reflected in the coming months.
4
FastForward Innovations Limited
Report of the Chief Executive Officer (continued)
For the year ended 31 March 2017
Portfolio
The table below lists the Company’s holdings at the end of March 2017. It details the stake that those positions
represent in the investee companies.
Holding
Share Class
Category
Country of
incorporation
Fralis LLC ( Leap
Gaming)
Units
Gaming
Moon Active Ltd.
Ordinary
Gaming
Nevis
Israel
Number of
shares held
at 31 March
2017
Valuation at
31 March
2017
GBP (‘000)
Percentage
of investee
equity held
970
2,792
41.15%
Biotech/
Healthcare
Biotech/
Healthcare
Biotech/
Healthcare
Tech
investing
Blockchain
Tech
Edtech
Edtech
Media and
Content
Intensity
Therapeutics, Inc
Nuuvera Inc
The Diabetic Boot
Company Limited
Series A
Preferred
Common
Ordinary
Blue Star Capital plc Ordinary
Factom, Inc
Series Seed
Series Seed-1
Preferred
Series Seed-2
Preferred
Series Seed-1
Preferred
Series Seed
Preferred
Vemo Education,
Inc
Vested Finance, Inc
Yooya Media
Total investments
value
Cash, prepayments
and net accruals
Net asset value
Investee Companies
21,949
USA
250,000
584
399
4.88%
2.12%
Canada
3,000,000
1,797
4.45%
England
25,978
England
268,213,880
USA
400,000
2,527,059
1,000,000
1,140,535
798,374
USA
USA
BVI
347
306
570
4.29%
21.70%
2.94%
287
6.52%
1,357
11.60%
27,255
1,516
15.00%
9,955
146
10,101
Intensity Therapeutics, Inc
Intensity Therapeutics is a product development biotechnology company whose mission is to greatly extend the
lives of patients with cancer. The Company is using its proprietary DfuseRxSM platform technology to create novel
immune-based therapeutic products for a new and emerging field of cancer treatment known as in situ
vaccination. Its lead product INT230-6 has demonstrated remarkable activity in multiple animal cancer models. In
the first quarter of 2017 the first two clinical sites completed all needed requirements and internal approvals to
commence clinical trials but frustratingly no patients have been dosed. Intensity is working to add more
treatment centres with a focus on patients with superficial tumours for which immunotherapies have not shown
much efficacy e.g. breast cancer. Intensity management expects that, following the first 3 superficial tumour
patients, enrolment into patients with deep tumours would begin. Significantly more patients become available at
that time.
Intensity has told us that the capital received in 2015 and 2016 remains adequate to complete the activities
necessary to conduct phase I/II testing in approximately 40 to 50 patients and as per the 30 May 2017
announcement, this is now underway.
5
FastForward Innovations Limited
Report of the Chief Executive Officer (continued)
For the year ended 31 March 2017
Investee Companies (continued)
The Diabetic Boot Company Limited
DBC, which trades under the name “Pulseflow”, has developed a new form of diabetic friendly footwear with
integrated offloading capabilities and the patented Pulseflow technology which aids in the promotion of blood
flow and improved circulation in one product. In April 2016 DBC raised additional capital from; among others
Regent Pacific Group Limited in which Jim Mellon is a director and has a 21% shareholding. This additional capital
was dependent on DBC achieving certain milestones which it has not. On 6 October 2016, Life Science
Developments Limited (“Life”), a company listed on the AIM market and in which Jim Mellon is a director,
announced that it had entered into a non-binding term sheet to acquire 100% of DBC for new shares in Life
however after the year end Life announced that the acquisition was taking longer than anticipated to conclude.
DBC has successfully obtained short term debt finance and a convertible security in which Fast Forward did not
participate
It is disappointing that DBC has missed key milestones and to see the value of the company not increase as
expected. The major challenge for the DBC board is to successfully navigate its current funding issues. That said, I
am optimistic about this investment and I will continue to closely monitor the efforts of DBC and its major
shareholders to deliver value by commercialising its key product.
SatoshiPay Limited / Blue Star Capital plc
The disposal of Satoshipay is a typical example of the types of transaction I see as fundamental to the value
creation proposition of our Company. We invested £117,630 in September 2015, swapping our holding for
268,213,880 shares of AIM listed Blue Star Capital plc on 2 March 2017 which are shown as held at the year end.
Subsequent to the year end, on 5th April 2017, the Company placed the entire holding of shares in Blue Star for
cash consideration of £305,763 which is the value used in these financial statements.
Factom Inc
Factom is at the forefront of pushing the blockchain revolution towards solving real-world business problems.
Factom's unique back-end infrastructure allows corporations, governments, and organizations to securely
integrate, manage, and secure data -- any type, any source, and at a massive scale. The result is a new generation
of audit and accountability tools for a safer, more affordable way to handle secure and tamper-proof transactions.
In recent months, Factom has moved to launch a new mortgage-focused product, dubbed Harmony.
In October Factom announced that Tim Draper of Draper Associates had invested into Factom and earlier this year
added Medici Ventures (Overstock’s venture arm) to its stellar lineup of investors concluding a Series A round
which raised $8 million at a per share price 79% ahead of our entry level.
The blockchain sector had its fair share of controversies in 2016 but our view is that it is ready for continued
growth in 2017. Like any disruptive technology there is a possibility of negativity but in my view the prospects are
more to the upside in 2017.
Vemo Education, Inc
Vemo Education works at the intersection of education and finance, helping colleges and universities to power
income-based student financing models. The team of education finance experts develop and deploy programs
that enable post-secondary institutions to signal institutional commitment to their students by aligning the cost of
college with student outcomes. Strategic funding programs are designed to address important institutional goals
for recruitment, enrollment, retention, and graduation and specifically leverage income share agreements (ISAs)
in the financial aid packaging process. Vemo currently manages the largest portfolio of ISA contracts in the United
States.
In the past six months, Vemo has begun to show promising growth with the addition of new clients that include
four-year institutions and code schools as well as non-traditional higher education institutions. The company has
also renewed the Purdue University Back a Boiler ISA program for the academic year ’17-18 and announced the
introduction of exciting partnerships and initiatives such as a partnership with Purdue Research Foundation (PRF)
to replicate and bring the foundation for the Back a Boiler ISA program to campuses across the U.S. Discussions
are underway with a number of schools interested in this joint Vemo-PRF initiative.
6
FastForward Innovations Limited
Report of the Chief Executive Officer (continued)
For the year ended 31 March 2017
Investee Companies (continued)
Vemo Education, Inc (continued)
Vemo is also working with Purdue/PRF in the growth of their Back a Boiler ISA program, including the launch of a
charitable component called Pave the Way and development of a refinancing option.
On Vemo’s technical side, the company has a second version of its origination platform and continued to build its
servicing capabilities. This is a first-of-its-kind platform as it is designed specifically to originate and service income
share agreements.
Yooya Media (formerly Entertainment Direct Asia)
Yooya converts China’s massive online video audiences into e-commerce customers. The company achieves this by
delivering technology and solutions that enables brands and retailers to provide a full path to purchase to the
online consumer all the way from the video viewing experience to e-commerce destination. This has long been a
holy grail for brands and advertisers in China, which set a new record in 2016 by doing more than USD 1 billion in e-
commerce sales in a single hour and which typically does see more e-commerce revenue in a day than Brazil does in
a year, as these brands seek to evolve from just basic awareness advertising to full and measurable conversion.
The company reports that its network of video content and creators now delivers more than two billion views per
month across hundreds of video channels and more than forty video distribution platforms (more than any other
independent video-to-ecommerce company in China). In Q1 of 2017, the company announced the launch of its
Partnership Program for Ecommerce Providers, an important development for the company in a market where
even the largest and most sophisticated retailers typically rely on one or more of the hundreds of third-party e-
commerce partners to set up, manage and maintain their typically large-scale e-commerce storefronts in China.
Fralis LLC (trading as Leap Gaming)
Leap Gaming, which was acquired in April 2016, is a developer and provider of 3D gaming technology and
products with a focus on virtual sports and casino. Leap Gaming partners with online and land-based gaming
companies to provide advanced gaming products for end-users. I was particularly pleased to negotiate that a
portion of our investment was paid by issuing shares to one of Leap’s founders since our shares were issued at a
significant premium to our net asset value. Purchasing investments in exchange for our shares enables us to
protect our liquidity and is certainly a type of transaction I will look to repeat in future. Since the acquisition, Leap
Gaming’s products have been embraced and deployed by dozens of new gaming operators and aggregators,
mainly in Europe. Furthermore, the company has also released innovative gaming products which beat the
industry standards, in-play wagering and on-demand games, are a few examples. Since the beginning of 2017, the
Company has been relentlessly pursuing expansion into new geographies, mainly in North America and Asia and
the first distribution deals for these markets are already underway. With dozens of integrations already in place,
which serve as direct integration channels into myriad of gaming operators, unique and advanced product and
strong KPIs from existing deployments, I believe Leap Gaming will continue to steadily grow its business and
increase its presence across the gaming verticals it operates in.
Moon Active Limited
Moon Active, a mobile games developer located in Israel, aims to become a leader in the market of casual social
games. Its objective is to dominate the emerging market of “Hybrid Gaming”. The company's flagship game, Coin
Master, is continuing it's growth in active users and this is reflected in the growth in Gross Revenue with revenue
for Q1 2017 more than ten times the same period in 2016 albeit from a small base.
Vested Finance, Inc (“Schoold”)
Schoold is the leading data-driven mobile app for college counseling, financial aid advising and recruitment.
Operating as a marketplace for post-secondary education the company offers "messaging mentorship" for
prospective students, while equipping partner universities with its proprietary technology to reach and recruit the
digital native generation. The company continues to attract favorable reviews and media attention. For example,
EdTech Times, in May 2017, selected Schoold as one of six startups "shaking up" education. Money Magazine, in
April 2017, featured Schoold as a top app for saving money. During the most recent admissions season US News
and World Report named Schoold as a "must have" app for international students.
7
FastForward Innovations Limited
Report of the Chief Executive Officer (continued)
For the year ended 31 March 2017
Investee Companies (continued)
Vested Finance, Inc (“Schoold”) (continued)
In March 2017 Schoold added a new premium recruitment and retention solution to its product portfolio which will
be marketed to a select number of college and university clients. This solution is similar in many ways to the model
popularized by 2U (NASDAQ:TWOU), which notably at the time of its $500M initial public offering had signed eight
university clients in long-term (10+ year) contracts. Schoold expects by summer to announce the signing of its
first premium client in a similar arrangement which will directly access the $500 billion+ post-secondary tuition
market in the United States. Schoold also continues to offer its popular Viewbook product, targeted at universities
and colleges seeking to engage with the 1.5 million+ students within the app. Over 40 institutions have now
subscribed for this service signaling continued demand in the $5 billion post-secondary advertising and recruitment
market.
As previously announced Schoold is exploring a strategic merger with Lingo Media (TSX-V:LM) which is expected to
accelerate Schoold's global reach as the "world's college recruiter". The acquisition would specifically enable
Schoold to offer additional premium product offerings for North American colleges and universities seeking to
recruit international students from Asia and Latin America where Lingo enjoys market penetration of its English
language learning solutions.
Nuuvera Inc
Nuuvera, FastForward’s most recent investment, was formed to capitalize on the global secular trend towards the
legalisation of Cannabis. This trend, as well as the formation of capital, has begun in Canada which is in many ways
a microcosm of what we see playing out in multiple jurisdictions around the world. At various points in the
legislative process the following countries have followed Canada in legalizing cannabis for medical purposes or are
considering legalisation: Germany, Italy, Czech Republic, and the Netherlands (and multiple other countries in
Europe and South and/or Latin America).
As of March 31, Nuuvera had closed on Canadian $45 million in its seed round financing with FastForward owning a
4.6% ownership stake in common shares of the company by virtue of its Canadian $3 million investment. The seed
financing was raised without any institutions and without a broker or any form of securities dealer and, as such,
Nuuvera paid no commission or related fees. The seed round comprised a disparate and almost entirely
complementary group of individuals and no institutional money. Nuuvera’s shareholders have already made a
meaningful contribution to leverage existing contacts, knowledge and experience for the significant benefit of
Nuuvera.
Nuuvera is committed to rapidly capturing meaningful market share in the medical cannabis sector. In order to do
so, management believes that it is essential to secure relevant cannabis licenses in appropriate and regulated
jurisdictions, beginning in Canada, where Nuuvera has executed a letter of intent to purchase a late stage applicant
to become a Licensed Producer of medicinal cannabis under the Access to Cannabis for Medical Purposes
Regulation (“ACMPR”). This license application has passed all regulatory requirements based on most recent
correspondence with Health Canada and is awaiting receipt of a pre-license inspection letter. This will be the initial
foundation to Nuuvera’s Canadian strategy.
Nuuvera believes that this strategy varies by country but almost without exception every country is creating a
licensing regime where licenses are scarce and are tied to anticipated consumption. Nuuvera believes that
appropriate licenses in meaningful jurisdictions are the essential building blocks to affecting its strategy. To date
Nuuvera is exploring opportunities (at various stages) to apply for or acquire licenses in Canada, Germany,
Netherlands, Israel, Czech Republic, and South and Latin America.
There continues to be significant interest in Nuuvera investment by private investors and Nuuvera has been in
discussions with a “best-in-sector” Canadian investment bank to evaluate several strategies to access the public
capital markets in Canada. Nuuvera management believes, based upon initial indications, that it will have the ability
to raise significant capital in both the private and public markets at prices that would represent a significant return
on FastForward’s investment.
8
FastForward Innovations Limited
Report of the Chief Executive Officer (continued)
For the year ended 31 March 2017
Fund raising and changes to share capital
During the period the Company has issued shares as follows:
Date
24 May
2 June
Number of shares issued
855,031
1,181,022
Amount raised (£)
28,387
-
Note
1
2
Note 1 - Exercise of warrants in respect of Ordinary Shares at an exercise price of 3.32 pence per Ordinary Share (see note 10)
Note 2 - FastForward issued an additional 1,181,022 Ordinary Shares as partial payment of the second investment in Fralis LLC (Leap Gaming).
Conclusion
The financial year ended 31 March 2017 was one of huge activity mostly in the public eye. As I wrote in the
September accounts “Building innovative, disruptive businesses who strive to change the world is not simple and, by
definition, takes time. As such, as investors in early-stage companies, we take a long-term view in our investments”.
Much of our work with investee companies is to assist them in leveraging opportunities to build their businesses
away from the glare of public scrutiny and it can be frustrating that confidentiality and regulation does not enable
me always to share the incredible progress made by the dedicated teams at our investee companies. However I am
confident that the year ahead will see a number of transformational events for several of our investments which in
turn will be hugely positive for our Company.
9
FastForward Innovations Limited
Directors
Jim Mellon (Chairman)
Mr Mellon is an entrepreneur with interests in a number of sectors. After leaving Oxford, where he studied
Philosophy, Politics and Economics, he worked in Asia and the United States in two fund management
companies, GT Management and Thornton Management (Asia) Limited, before founding Regent Pacific Group
Limited in 1991 which was subsequently quoted on the Hong Kong Stock Exchange. He was also a co-founder of
UraMin Inc. and Red Dragon Resources, both mining groups.
Mr Mellon spends most of his time developing start-up opportunities in undervalued sectors, currently
concentrating on life sciences, robotics and FinTech. He is also the co-author of four books: "Wake Up!", "The Top
10 Investments for the Next Ten Years”, "Cracking the Code" and "Fast Forward". In addition, Mr Mellon is
chairman of Plethora Solutions Holdings Pie, Manx Financial Group Pie and Port Erin BioPharma Investments
Limited, and a non-executive director of Charlemagne Capital Limited, Condor Gold Pie and West African
Minerals Corporation, all listed on AIM. He is also a director of Portage Biotech Inc. and Miraculins Inc., both
quoted in Canada.
Lorne Abony (CEO)
Mr Abony is a well-known technology and media entrepreneur whose many successful tech ventures include the
2001 co-founding of FUN Technologies Inc ("FUN"), an AIM listed company.
In 2004 as CEO of FUN, Mr Abony became the youngest CEO of a listed company on the Toronto Stock Exchange
("TSX"), and he sold FUN in 2006 to Liberty Media Corporation for CA$484 million.
Mr Abony is the former CEO of Mood Media Corporation, the world's largest integrated provider of in-store
customer experience solutions, providing services to over 580,000 locations globally. In this role, Mr. Abony
oversaw a public company listed on both the Toronto and London Stock Exchanges with offices in 48 countries,
employing over 2,300 employees. Mr Abony has raised over CA$1 billion through the public and private debt and
equity markets, including over CA$100 million for Petopia.com, CA$190 million for FUN Technologies and over
CA$820 million for Mood Media Corporation.
Mr Abony's entrepreneurial and investment interests focus on companies with market disrupting technologies
and in industries with favourable macroeconomic trends such as FinTech (financial technology) and EdTech
(education technology). Mr Abony currently serves as the executive chairman of investee company Verna
Education Inc ("Verna"), an EdTech company focused on collaborating with higher education institutions to
develop and implement alternatives to traditional debt-dependent student financing options. He is also the
executive chairman of Schoold Inc ("Schoold"), a mobile app that acts as a student's complete college admissions
and career counselor by using machine learning, crowd sourcing, natural language processing and social media
analytics. In addition to his board seats at Verna and Schoold, Mr. Abony is also lead director of Glu Mobile Inc
(NASDAQ: GLUU), a leading global developer and publisher of free-to-play games for smart phone and tablet
devices .
Mr Abony was born and raised in Toronto. He received his undergraduate degree from McGill University and
after graduating from the University of Windsor law school in 1994 with an LLB and the University of Detroit
Mercy with a J .D. (Juris Doctor), he practiced corporate and securities law at a large Toronto law firm. Mr Abony
subsequently earned his MBA from Columbia Business School and embarked on his successful and continuing
entrepreneurial career.
10
FastForward Innovations Limited
Directors (continued)
Ian Burns (COO and CFO)
Mr Burns is the founder and senior executive Director of Via Executive Limited, a specialist management
consulting company and the managing director of Regent Mercantile Holdings Limited, a privately owned
investment company.
Mr Burns is currently a non-executive director and audit committee chairman of three London listed companies,
Phaunos Timber Fund Limited, River and Mercantile UK Micro Cap Investment Company Limited and Twenty Four
Income Fund Limited. He is also the chief financial officer of Circum Minerals Limited and a non-executive
director of Darwin Property Management (Guernsey) Limited and Premier Asset Management (Guernsey)
Limited.
Mr Burns was previously the finance director of AIM-listed Polo Resources Limited and an executive director of
Anson Fund Management Limited and Group Managing Director of Investec Trust. He is the former chairman of
the Guernsey Association of Trustees. He is also a fellow of both the Institute of Chartered Accountants in
England & Wales and the Chartered Institute of Securities and Investment.
11
FastForward Innovations Limited
Report of the Directors
For the year ended 31 March 2017
The Directors are pleased to present their annual report and financial statements for the year ended 31 March 2017.
Status and Activities
The Company is a closed-ended investment company. The Company's investing policy is disclosed on page 1 of this
report.
The Company is domiciled and incorporated as a limited liability company in Guernsey.
The registered office of the Company, from 1 June 2016 is 11 New Street, St Peter Port, Guernsey, GY1 2PF. The
registered office prior to this date was 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX.
The Company is listed on the Alternative Investment Market ("AIM") of the London Stock Exchange Plc.
Changes during the year
On 1 June 2016, Vistra Fund Services (Guernsey) Limited was appointed as the Company Administrator in place of
Elysium Fund Management Limited.
On 1 June 2016, Peel Hunt LLP was appointed as the Company’s Nominated Adviser and Broker. They were
subsequently replaced as Nominated Adviser by Beaumont Cornish Limited on 16 February 2017 and Optiva Securities
Limited as Broker.
On 12 October 2016, Kerman & Co LLP were replaced as Legal Adviser to the Company by Hill Dickinson LLP.
Bryan Smith resigned as Non-Executive Director on 17 November 2016 and Stephen Dattels resigned as Co – Chairman
on 31 March 2017.
Results
The results attributable to shareholders for the year are shown on page 22. The Company made a profit for the year of
£19,000 (2016: loss of £1,473,000).
Dividends
The Company did not pay any dividends during the year (2016: £Nil) and the Directors do not propose a final dividend
for the year (2016: £Nil).
Investments
Details of the Company’s investments are disclosed in the Report of the Chief Executive Officer and notes 12, 13 and
18.
Taxation
The Company has been granted exemption from Guernsey taxation under the terms of The Income Tax (Exempt
Bodies) (Guernsey) Ordinance 1989 so that the Company is exempt from Guernsey taxation on income arising outside
Guernsey and bank interest receivable in Guernsey. The Company’s Guernsey tax exemption fee is £1,200 per annum.
Material Contracts
The Company’s material contracts are with:
• Vistra Fund Services (Guernsey) Limited (“Vistra”), which acts as Administrator;
• Capita Registrars (Guernsey) Limited, which acts as Registrar;
• Beaumont Cornish Limited, which acts as Nominated Adviser; and
• Optiva Securities Limited, which acts as Broker.
12
FastForward Innovations Limited
Report of the Directors (continued)
For the year ended 31 March 2017
Directors
The present members of the Board are listed on page 9 and 10 of this report. Changes to the board during the year and
post year end are disclosed on page 43. There are no service contracts in place between the Directors and the
Company. Details of Directors’ remuneration, bonuses and Options granted to the Directors are disclosed in note 7.
Mr Mellon is a life tenant of a trust which owns Galloway Limited, which held 10,425,991 (7.78%) Ordinary Shares in
the Company at 31 March 2017 and at the date of signing this report.
Mr Burns is the legal and beneficial owner of Smoke Rise Holdings Limited, which held 1,374,024 (1.02%) Ordinary
Shares in the Company at 31 March 2017 and the date of signing this report. Mr Burns is also the Managing Director of
Regent.
Mr Abony held 24,496,870 (18.28%) Ordinary Shares in the Company at 31 March 2017 and at the date of signing this
report.
Substantial Interests
The following interests in 3% or more of the issued Ordinary Shares of the Company:
Number of Ordinary Shares
Percentage of Share Capital
Funds managed by:
Lorne Abony
Regent Mercantile Holdings Ltd
Russell Geyser
Galloway Limited
Norbert Teufelburger
Gigi Levy
Darlington Portfolio Nominees
26,496,871
15,209,248
12,641,876
10,425,991
8,784,801
4,678,363
4,030,912
18.42%
11.44%
9.51%
7.84%
6.61%
3.52%
3.03%
Going Concern
After making reasonable enquiries, and assessing all data relating to the Company’s liquidity, the Directors have a
reasonable expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future and do not consider there to be any threat to the going concern status of the Company. For this
reason, they continue to adopt the going concern basis in preparing the financial statements.
Corporate Governance
As a Guernsey incorporated company and under the AIM Rules for Companies, the Company is not required to comply
with the UK Corporate Governance Code published by the Financial Reporting Council (the “FRC Code”). However, the
Directors place a high degree of importance on ensuring that high standards of Corporate Governance are maintained
and that the Company complies with the Finance Sector Code on Corporate Governance, issued by the Guernsey
Financial Services Commission.
Board Responsibilities
The Board currently comprises three Executive Directors, being Mr Burns, Mr Abony and Mr Mellon.
The Board has engaged Vistra Fund Services (Guernsey) Limited to undertake the administrative duties of the Company.
Clearly documented contractual arrangements are in place with this service provider which define the areas where the
Board has delegated responsibility to it. The Company holds at least three Board meetings per year, at which the
Directors will review the Company's investments and all other important issues to ensure control is maintained over
the Company's affairs.
The Company is self-managed, in that day-to-day investment management recommendations are made by the
Executive Directors.
13
FastForward Innovations Limited
Report of the Directors (continued)
For the year ended 31 March 2017
Board Committees
Audit Committee
Mr Burns is chairman of the Audit Committee. Mr Mellon, Mr Smith (up until 17 November 2016) and Mr Dattels (up
until 31 March 2017) are also members of the Audit Committee.
The Audit Committee meets at least once a year and provides a forum through which the Company’s Auditor reports to
the Board. The Audit Committee examines the effectiveness of the Company’s internal controls, the Annual Report and
Financial Statements, the Auditors’ remuneration and engagement as well as the Auditor’s independence and any non-
audit services provided by them. The Audit Committee receives information from the Administrator, the Company
Secretary and the Auditor. The Audit Committee has formal written terms of reference, which are available upon
request from the Company Secretary.
Nomination Committee
Mr Burns is chairman of the Nomination Committee. Mr Mellon (appointed 1 April 2017), Mr Smith (up until 17
November 2016) and Mr Dattels (up until 31 March 2017) are also members of the Nomination Committee. The
function of the Nomination Committee is to consider the appointment and reappointment of Directors.
The Board is currently comprised of all male Directors. The Board believes that it has the appropriate balance of
independence, knowledge, experience and diversity that is relevant to the Company, and thus the Board does not
believe that it is currently in the best interests of the Company to seek to appoint a new Director, in addition to the
current Directors, to broaden the diversity of the Board.
Shareholders vote on the re-appointment of at least one Director at each Annual General Meeting, with every
Director’s appointment being voted on by Shareholders every three years.
Board Meetings
All members of the Board are expected to attend each Board meeting and to arrange their schedules accordingly,
although non-attendance may be unavoidable in certain circumstances. Directors’ attendance at Board and Committee
meetings during the financial year is set out below.
Stephen Dattels (appointed 12 November 2014,
resigned 31 March 2017)
Ian Burns (appointed 12 November 2014)
Jim Mellon (appointed 13 July 2015)
Lorne Abony (appointed 27 January 2016)
Bryan Smith (appointed 20 March 2015,
resigned 17 November 2016)
Board Meetings
Committee Meetings
1/1
1/1
5/5
5/5
4/5
4/5
2/4
Dialogue with Shareholders
The Directors are always available to enter into dialogue with shareholders. All ordinary shareholders will have the
opportunity, and indeed are encouraged, to attend and vote at future Annual General Meetings during which the Board
will be available to discuss issues affecting the Company. The Board stays abreast of shareholders’ views via regular
updates from the Chairman and the Nominated Adviser based on meetings they may have held with shareholders.
The Board monitors the trading activity and shareholder profile on a regular basis and maintains contact with the
Company's Broker to ascertain the views of shareholders. Shareholder sentiment is also ascertained by the careful
monitoring of the premium/discount that the Ordinary Shares are traded at in the market when compared to those
experienced by similar companies.
The Company reports formally to shareholders twice a year. Additionally, current information is provided to
shareholders on an ongoing basis through the Company website. The Company Secretary monitors the voting of the
shareholders and proxy voting is taken into consideration when votes are cast at the Annual General Meeting.
14
FastForward Innovations Limited
Report of the Directors (continued)
For the year ended 31 March 2017
Litigation
The Company is not engaged in any litigation or claim of material importance, nor, so far as the Directors are aware, is
any litigation or claim of material importance pending or threatened against the Company.
Internal Control and Financing
The Board is responsible for establishing and maintaining the Company's system of internal control. Internal control
systems are designed to meet the particular needs of the Company and the risks to which it is exposed, and, by their
very nature, provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures
which have been established to provide effective internal controls are as follows:
Vistra Fund Services (Guernsey) Limited is responsible for the provision of administration;
Josh Epstein is responsible for Company Secretarial duties;
The Board clearly defines the duties and responsibilities of the service providers and advisers in the terms of their
contracts; and
The Board reviews financial information produced by the Administrator on a regular basis.
The Company does not have an internal audit department. All of the Company's administrative functions are delegated
to independent third parties and it is therefore felt that there is no need for the Company to have an internal audit
facility.
The Board feels that the procedures employed by the service providers adequately mitigate the risks to which the
Company is exposed.
Risk Profile
Financial Risks
The Company's financial instruments comprise investments, cash and cash equivalents, and various items such as
receivables and payables that arise directly from the Company's operations.
The main risks arising from holding these financial instruments are market risk (including price risk, currency risk and
interest rate risk), credit risk and liquidity risk. Further details are given in note 18 to the financial statements.
Independent Auditor
PricewaterhouseCoopers CI LLP has expressed its willingness to continue to act as Auditor to the Company and a
resolution for its reappointment will be proposed at the forthcoming Annual General Meeting.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing financial statements for each financial year which give a true and fair view,
in accordance with applicable Guernsey law and International Financial Reporting Standards, of the state of affairs of
the Company and of the profit or loss of the Company for that year. In preparing those financial statements, the
Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether International Financial Reporting Standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company transactions, disclose with reasonable accuracy at any time the financial position of the Company and enable
them to ensure that the financial statements comply with the requirements of the Companies (Guernsey) Law, 2008.
15
FastForward Innovations Limited
Report of the Directors (continued)
For the year ended 31 March 2017
Statement of Directors’ Responsibilities (continued)
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the website on which these financial statements
are published. The work carried out by the auditor does not involve consideration of these matters and, accordingly,
the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they
were initially presented on the website.
Legislation in Guernsey governing the preparation and dissemination of the financial statements may differ from
legislation in other jurisdictions.
Disclosure of Information to the Auditor
The Directors who held office at the date of approval of this Report confirm that, so far as they are aware, there is no
relevant audit information of which the Company’s Auditor is unaware and each Director has taken all the steps that he
ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
On behalf of the Board
Lorne Abony
Director
Date: 6th July 2017
Ian Burns
Director
16
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FASTFORWARD INNOVATIONS LIMITED
Report on the audit of the financial statements
____________________________________________________________________________________________
Our opinion
In our opinion, the financial statements give a true and fair view of the financial position of Fastforward Innovations
Limited (the “Company”) as at 31 March 2017, and of its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance
with the requirements of The Companies (Guernsey) Law, 2008.
____________________________________________________________________________________________
What we have audited
The Company’s financial statements comprise:
the statement of financial position as at 31 March 2017;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include a summary of significant accounting policies.
____________________________________________________________________________________________
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section
of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
____________________________________________
Independence
We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (“IESBA Code”). We have fulfilled our other ethical responsibilities in
accordance with the IESBA Code.
_______________________________
Our audit approach
Overview
_________________________________________________
____________________________________
Materiality
● Overall materiality was £263,000 which represents 2.5% of net assets.
Audit scope
● We conducted our audit of the Company’s financial statements from
information provided by Vistra Fund Services (Guernsey) Limited (the
“Administrator”), Ian Burns (Chief Operating Officer) and Joshua Epstein
(Secretary).
● We conducted our audit work in Guernsey and we tailored the scope of our
audit by taking into account the types of investments held within the
Company, the involvement of the parties referred to above, the accounting
processes and controls, and the industry in which the Company operates.
Key audit matters
● Valuation of Investments
17
●
●
●
●
●
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FASTFORWARD INNOVATIONS LIMITED (CONTINUED)
Audit scope
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we considered where the directors made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including amongst other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud. We tailored the scope of our audit in order to perform sufficient work to enable
us to provide an opinion on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
______________________________________________
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance whether the financial statements are free from material misstatement. Misstatements may arise due to
fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the financial statements.
__________________________________
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall materiality for the financial statements as a whole as set out in the table below. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Overall materiality
How we determined it
Rationale for the materiality benchmark
£263,000
2.5% of Net Assets
We believe net assets to be the most appropriate basis
for determining materiality since this is a key
consideration for investors when assessing financial
performance. It is also a generally accepted measure
used for companies in this industry. We also
considered the nature of the underlying investments.
We agreed with those charged with governance that we would report to them misstatements identified during our
audit above £13,000, as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
__________________________________________________________________________
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
______
18
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FASTFORWARD INNOVATIONS LIMITED (CONTINUED)
Key audit matter
How our audit addressed the Key audit matter
Valuation of Financial assets designated at fair value
through profit or loss
Financial assets designated at fair value through profit
or loss at the year end of £9.6 million comprise
predominantly of investments in early stage private
equity / venture capital.
These financial assets constitute a material part of the
statement of financial position and mostly comprise
investments into the level 3 classification of IFRS 13
“Fair Value Measurement” for which observable market
data is limited.
The judgements exercised in determining the fair value
could significantly impact the net asset value of the
Company and this is considered to be a key source of
estimation uncertainty as described in notes 3e and 4 of
the financial statements. The specific areas of
judgement includes the access, accuracy and reliability
of available data specific to that investment as well as
the method that management ascertain is most
appropriate for the fair valuation, along with the
assumptions that management make.
We spent time with the Chief Operating Officer to
understand the investment portfolio, including the
movements during the year. We also understood and
evaluated management’s approach, processes and
controls in determining fair value.
We performed detailed testing over the acquisition cost
of any new investments during the year through
obtaining the purchase agreements.
We performed detailed testing over management’s
assessment of fair value, including obtaining supporting
information for the assumptions that management
were making.
We circulated the Investment companies directly to
confirm certain financial information and also obtain
supporting management information as appropriate.
We also obtained documentation to support the fair
value basis adopted by management.
We did not identify any material issues from our
procedures.
Other information
The directors are responsible for the other information. The other information comprises the Investing Policy, the
Chairman’s Statement, the Report of the Chief Executive Officer, the Directors, the Report of the Directors and the
Directors and Advisers page (but does not include the financial statements and our auditor’s report thereon).
Other than as specified in our report, our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
___________________________________
_____________________________________________
Responsibilities of the directors for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance
with International Financial Reporting Standards, the requirements of Guernsey law and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
19
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FASTFORWARD INNOVATIONS LIMITED (CONTINUED)
___________________________________________________________________
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
____________
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
Conclude on the appropriateness of the director’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the [consolidated] financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
_____________________________________________________________
Report on other legal and regulatory requirements
Under The Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:
___________________
we have not received all the information and explanations we require for our audit;
proper accounting records have not been kept; or
the financial statements are not in agreement with the accounting records.
We have no exceptions to report arising from this responsibility.
20
●
●
●
●
●
●
●
●
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FASTFORWARD INNOVATIONS LIMITED (CONTINUED)
This report, including the opinion, has been prepared for and only for the members as a body in accordance with
Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving this opinion,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing.
Joanne Peacegood
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey
Channel Islands
6 July 2017
21
FastForward Innovations Limited
Statement of Comprehensive Income
For the year ended 31 March 2017
Year ended
31 March 2017
£’000
Year ended
31 March 2016
£’000
Notes
Investment gains and losses
Income from derivative financial instruments designated
at fair value through profit and loss
Loss on derivative financial instruments designated
at fair value through profit and loss
Net unrealised change in fair value of investments
designated at fair value through profit and loss
Donations received
Total investment gains
Income
Bank interest income
Fair value movement of Directors’ share options
Total income
Expenses
Directors' remuneration
Fair value movement of Directors’ share options
Legal and professional fees
Nominated Adviser and broker’s fees
Administration fees
Other expenses
Total expenses
Net loss from operating activities before gains
and losses on foreign currency exchange
Net foreign exchange gains
Total comprehensive profit/(loss) for the year
12
12
7
7
7
8
-
-
373
159
532
1
398
399
(369)
-
(187)
(197)
(59)
(411)
(1,223)
(292)
311
19
149
(163)
159
-
145
1
-
1
(333)
(895)
(173)
(157)
(46)
(141)
(1,745)
(1,599)
126
(1,473)
Profit/(loss) per Ordinary Share – basic and
diluted
10
0.01p
(2.69p)
The Company has no recognised gains or losses other than those included in the results above and therefore, no
separate Statement of Comprehensive Income has been presented.
All the items in the above statement are derived from continuing operations.
The accompanying notes on pages 26 to 42 form an integral part of these financial statements.
22
FastForward Innovations Limited
Statement of Financial Position
As at 31 March 2017
Non-current assets
Investments designated at fair value through profit or loss
Current assets
Other receivables
Cash and cash equivalents
Total assets
Current liabilities
Payables and accruals
Total liabilities
Net assets
Equity
Share capital
Deferred share reserve
Employee stock option reserve
Other reserve
Distributable reserve
Notes
31 March 2017
£’000
31 March 2016
£’000
12
14
15
15
9,955
35
164
199
4,238
4,714
1,415
6,129
10,154
10,367
(53)
(53)
(90)
(90)
10,101
10,277
1,329
630
497
2,293
5,352
1,309
630
895
2,293
5,150
Total equity
10,101
10,277
Net assets per Ordinary Share – basic
Net assets per Ordinary Share – diluted
10/16
10/16
7.60p
7.60p
7.85p
7.82p
The financial statements on pages 22 to 42 were approved by the Board of Directors on 6 July 2017 and were signed
on their behalf by:
Lorne Abony
Director
Ian Burns
Director
The accompanying notes on pages 26 to 42 form an integral part of these financial statements.
23
Deferred
Shares
reserve
£'000
Employee
stock
Other
reserve
£'000
option Distributable
reserve
reserve
£'000
£'000
Total
£'000
FastForward Innovations Limited
Statement of Changes in Equity
For the year ended 31 March 2017
Balance as at 31 March 2015
Total comprehensive loss for the year
Transactions with shareholders
Issue of Ordinary Shares
Acquisition of Treasury Shares
Employee share scheme - value
of employee services
Share
Capital
£'000
274
-
1,067
(32)
-
630
2,293
-
-
-
-
-
-
-
-
Balance as at 31 March 2016
1,309
630
2,293
Total comprehensive income for the
year
Transactions with shareholders
Issue of Ordinary Shares
Employee share scheme - value
of employee services
-
20
-
-
-
-
-
-
-
-
-
-
-
895
895
-
-
(398)
(2,734)
463
(1,473)
(1,473)
9,672
(315)
10,739
(347)
-
895
5,150
10,277
19
19
183
-
203
(398)
Balance as at 31 March 2017
1,329
630
2,293
497
5,352
10,101
The accompanying notes on pages 26 to 42 form an integral part of these financial statements.
24
FastForward Innovations Limited
Statement of Cash Flows
For the year ended 31 March 2017
Cash flows from operating activities
Bank interest received
Nominated Adviser and broker’s fees paid
Legal and professional fees paid
Other expenses paid
Directors’ remuneration paid
Net cash outflow from operating activities
Cash flows from investing activities
Purchase of investments
Transferred from broker
Net cash outflow from investing activities
Cash flows from financing activities
Issue of Ordinary Shares
Ordinary Share buyback
Net cash inflow from financing activities
(Decrease)/increase in cash and cash equivalents
Cash and cash equivalents brought forward
(Decrease)/increase in cash and cash equivalents
Foreign exchange movement
Cash and cash equivalents carried forward
Significant non-cash transactions
Issue of Ordinary Shares for investment
Issue of Ordinary Shares for consultancy services
Year ended
31 March 2017
£’000
Year ended
31 March 2016
£’000
2
(205)
(131)
(462)
(486)
(1,282)
(4,630)
4,351
(279)
28
-
28
(1,533)
1,415
(1,533)
282
164
1
(166)
(108)
(145)
(329)
(747)
(3,385)
240
(3,145)
5,423
(347)
5,076
1,184
237
1,184
(6)
1,415
Year ended
31 March 2017
£’000
Year ended
31 March 2016
£’000
174
-
693
65
The accompanying notes on pages 26 to 42 form an integral part of these financial statements.
25
FastForward Innovations Limited
Notes to the Financial Statements
For the year ended 31 March 2017
1. General Information
The Company is a closed-ended investment company. The Company is domiciled and incorporated as a limited liability
company in Guernsey. The registered office of the Company is 11 New Street, St Peter Port, Guernsey, GY1 2PF.
The Company’s Ordinary Shares are traded on AIM, a market operated by the London Stock Exchange.
2. Basis of Preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board (“IASB”), interpretations issued by the IFRS Interpretations
Committee (“IFRSIC”) applicable to companies reporting under IFRS and applicable legal and regulatory requirements of
Guernsey Law and reflect the following policies, which have been adopted and applied consistently.
The financial statements have been prepared on a historic cost basis, as modified by the revaluation to fair value of
certain financial assets and financial liabilities (including derivative instruments).
Changes and amendments to existing standards effective in the year commencing 1 April 2016
The Company has adopted the following revisions and amendments to IFRS issued by the IASB, which may be relevant to
and effective for the Company’s financial statements for the annual period beginning 1 April 2016:
Annual Improvements 2012-2014 Cycle.
IAS 1 – Presentation of Financial Statements
During the year, the Company did not adopt any standards or interpretations that had an impact on the reported
financial position or performance of the Company.
Standards, amendments and interpretations issued but not yet effective
The IASB has issued/revised the following relevant standards with an effective date after the date of these financial
statements:
IFRS 9 - Financial Instruments (effective date: 1 January 2018)
IFRS 15 - Revenue from Contracts with Customers (effective date: 1 January 2018)
No other relevant standards, interpretations or amendments have been issued by the IASB with an effective date after
the date of these financial statements. The Directors have chosen not to early adopt the above standards and
amendments to standards and they do not anticipate that they, with the exception of IFRS 9, would have a material
impact on the Company’s financial statements in the period of initial application. A full assessment of the impact of IFRS
9 has not yet been performed.
3. Significant Accounting Policies
a) Investment Income
Interest income is recognised on an accruals basis using the effective interest method and includes bank interest and
interest from debt securities.
Dividend income from investments designated at fair value through profit or loss is recognised through the Statement of
Comprehensive Income within dividend income when the Company’s right to receive payments is established.
b) Expenses
All expenses are accounted for on an accruals basis and, with the exception of share issue costs, are charged through the
Statement of Comprehensive Income in the period in which they are incurred.
26
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
3. Significant Accounting Policies (continued)
c) Taxation
The Company is exempt from taxation in Guernsey. However, in some jurisdictions, investment income and
capital gains are subject to withholding tax deducted at the source of the income. The Company presents the
withholding tax separately from the gross investment income, if any, in the Statement of Comprehensive
Income. For the purpose of the Statement of Cash Flows, cash inflows from financial assets are presented net
of withholding taxes when applicable.
d) Share based payments
Share-based compensation benefits are provided to key employees via the Employees Option Plan, i.e. an
equity-settled share-based payment plan. Information relating to this plan is set out in note 7 to the financial
statements.
The fair value of options granted under the Employee Option Plan is recognised as an employee benefits
expense with a corresponding increase in equity. The total amount to be expensed is determined by reference
to the fair value of the options granted:
including any market performance conditions;
excluding the impact of any service and non-market performance vesting conditions; and
including the impact of any non-vesting conditions.
The total expense is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the Company revises its estimates of the
number of options that are expected to vest based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if any, in the Statement of Comprehensive Income,
with a corresponding adjustment to equity.
When the options are exercised, the Company transfers the appropriate amount of shares to eligible employee
with no cash settlement involved.
e) Investments designated at fair value through profit or loss
Classification
The Company classifies its investments in debt and equity securities, and related derivatives, as financial assets
at fair value through profit or loss. These financial assets are designated by the management of the Company
at fair value through profit or loss on acquisition.
Financial assets designated at fair value through profit or loss at inception are those that are not classified as
held for trading but are managed and their performance evaluated on a fair value basis in accordance with the
Company’s documented Investing Policy. It is the Company’s policy for the management to evaluate the
information about these financial assets on a fair value basis together with other related financial information.
Assets in this category are classified as current assets if they are expected to be realised within 12 months of
the year end date. Those not expected to be realised within 12 months of the year end date will be classified
as non-current.
Recognition/derecognition
Regular-way purchases and sales of investments are recognised on the trade date - the date on which the
Company commits to purchase or sell the investment.
Financial assets are derecognised when the Company loses control over the contractual rights that comprise
that asset. This occurs when rights are realised, expire or are surrendered and the rights to receive cash flows
from the investments have expired or have been transferred and the Company has transferred substantially all
risks and rewards of ownership. Realised gains and losses on investments sold are calculated as the difference
between the sales proceeds and cost. Financial assets that are derecognised and corresponding receivables
from the buyer for the payment are recognised as of the date the Company has transacted an unconditional
disposal of the assets.
27
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
3. Significant Accounting Policies (continued)
e) Investments designated at fair value through profit or loss (continued)
Measurement
Financial assets and liabilities designated at fair value through profit or loss are initially recognised at fair value.
Transaction costs are expensed through the Statement of Comprehensive Income. Subsequent to initial
recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair
value. Gains and losses arising from changes in the fair value of the financial assets and liabilities at fair value
through profit or loss are presented through the Statement of Comprehensive Income within `investment
gains and losses’ in the period in which they arise.
Interest income from financial assets designated at fair value through profit or loss is recognised through the
Statement of Comprehensive Income within other income using the effective interest rate method.
Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The fair value of financial instruments traded in active markets (such as publicly traded securities) is based on
quoted market prices at the financial reporting date. The quoted market price used for these financial assets
held by the Company is the current bid price.
The Company monitors trade prices and volumes taking place a few days before and after the year-end date,
in order to assess whether the trade prices used at each valuation date are representative of fair value. If a
significant movement in fair value occurs subsequent to the close of trading up to midnight in a particular
stock exchange on the year end date, valuation techniques will be applied to determine the fair value.
The fair value of financial instruments that are not traded in an active market (for example unquoted private
companies) is determined by using valuation techniques in accordance with the International Private Equity
and Venture Capital Valuation Guidelines (IPEV Guidelines). The Company uses a variety of methods and
makes assumptions that are based on market conditions existing at each financial reporting date. Valuation
techniques used include the use of comparable recent arm’s length transactions, discounted cash flow
analysis, option pricing models and other valuation techniques commonly used by market participants.
The valuation techniques also consider the original transaction price and take into account the relevant
developments since the acquisition of the investments and other factors pertinent to the valuation of the
investments, with reference to such rights in connection with realisation, recent third-party transactions of
comparable types of instruments, and reliable indicative offers from potential buyers. In determining fair
value, the Company may rely on the financial data of investee portfolio companies and on estimates by the
management of the investee portfolio companies as to the effect of future developments.
Notwithstanding the above, the variety of valuation bases adopted and the quality of management
information provided by the underlying investments, means that there are inherent limitations in determining
the value of the investments. The amount realised on the sale of those investments may differ from the values
reflected in these financial statements and the difference may be significant.
f) Offsetting of Financial Instruments
Financial assets and financial liabilities are offset and reported net by counterparty in the Statement of
Financial Position, when there is currently a legally enforceable right to offset the recognised amounts and
there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. A
current legally and contractually enforceable right to offset must not be contingent on a future event.
Furthermore, it must be legally and contractually enforceable in (i) the normal course of business; (ii) the event
of default; and (iii) the event of insolvency or bankruptcy of the Company and all of the counterparties.
28
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
3. Significant Accounting Policies (continued)
g) Financial instruments within the margin account
The financial instruments within the margin account comprised cash balances held at the Company’s clearing
brokers and cash collateral pledged to counterparties related to derivative contracts. Cash that is related to
securities sold, not yet purchased, is restricted until the securities are purchased. Financial instruments held
within the margin account consist of cash received from brokers to collateralize the Company’s derivative
contracts and amounts transferred from the Company’s bank account.
h) Cash and cash equivalents
Cash and cash equivalents, comprising cash balances and call deposits which are held to maturity, are carried
at cost. Cash and cash equivalents are defined as cash in hand, demand deposits, bank overdrafts and short-
term highly liquid investments with original maturities of three months or less and subject to insignificant risk
of changes in value.
i) Other receivables
Other receivables are carried at the original invoice amount, less allowance for doubtful receivables and
include receivables against issuance of Ordinary Shares. Provision is made when there is objective evidence
that the Company will be unable to recover balances in full. Balances are written off when the probability of
recovery is assessed as being remote.
j) Other payables and accrued expenses
Payables and accrued expenses are recognised initially at fair value and subsequently stated at amortised cost.
The difference between the proceeds and the amount payable is recognised over the period of the payable
using the effective interest method. As at the year ended, the carrying amount of other payables and accrued
expenses approximate their fair value.
k) Foreign currency translation
Functional and presentation currency
The Company’s Ordinary Shares are denominated in Sterling and are traded on AIM in Sterling. The primary
activity of the Company is detailed in the Investing Policy on page 1. The performance of the Company is
measured and reported to the investors in Sterling and the majority of the expenses incurred by the Company
are in Sterling. Consequently, the Board of Directors considers that Sterling is the currency that most faithfully
represents the effects of the underlying transactions, events and conditions. The financial statements are
presented in Sterling, which is the Company’s functional and presentation currency. All amounts are rounded
to the nearest thousand.
Transactions and balances
Foreign currency transactions are translated into the functional currency using rates approximating to the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at year end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised through the Statement of Comprehensive
Income. Translation differences on non-monetary financial assets and liabilities, such as financial assets
designated at fair value through profit or loss, are recognised through the Statement of Comprehensive
Income within the net unrealised change in fair value of investments.
l) Net assets per share
The net assets per Ordinary Share disclosed on the face of the Statement of Financial Position is calculated by
dividing the net assets of the Company as at the year-end by the number of Ordinary Shares in issue at the
year end.
Earnings per Ordinary Share is calculated by dividing the net profit/loss for the year by the weighted average
number of Ordinary Shares in issue during the year.
29
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
3. Significant Accounting Policies (continued)
m) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
the profit attributable to owners of the Company, excluding any costs of servicing equity other than
ordinary shares; and
by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements, if any, in ordinary shares issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account:
the after tax effect of interest and other financing costs associated with dilutive potential ordinary
shares; and
the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
n) Transaction costs
Transaction costs are legal and professional fees incurred to structure a deal to acquire the investments
designated as financial assets at fair value through profit or loss. They include the upfront fees and
commissions paid to agents, advisers, brokers and dealers and due diligence fees. Transaction costs, when
incurred, are immediately recognised in the Statement of Comprehensive Income as an expense.
o) Contributed equity
Ordinary shares are classified as equity. Where the Company purchases its own equity share (e.g. as the result
of a share buy-back), the consideration paid, including any directly attributable incremental costs, is deducted
from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or
reissued. The Company has held all treasury shares purchased in the year and has presented them in the
Statement of Changes in Equity as a deduction from contributed equity.
p) Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their investee
companies at fair value through profit or loss. The criteria (per IFRS 10) which define an investment entity are,
as follows:
An entity that obtains funds from one or more investors for the purpose of providing those investors
with investment services;
An entity that commits to its investors that its business purpose is to invest funds solely for returns
from capital appreciation, investment income or both; and
An entity that measures and evaluates the performance of substantially all of its investments on a fair
value basis.
The Company meets the above criteria and is therefore categorised as an investment entity within IFRS 10.
4. Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires the Board to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the results
of which form the basis of making the judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates.
The Board make estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results.
30
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
4. Critical Accounting Estimates and Judgements (continued)
The Directors believes that the underlying assumptions are appropriate and that the financial statements are
fairly presented. Estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are outlined below:
Judgements
Going Concern
After making reasonable enquiries, and assessing all data relating to the Company’s liquidity, management has
a reasonable expectation that the Company has adequate resources to continue in operational existence for
the foreseeable future and do not consider there to be any threat to the going concern status of the Company.
For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Assessment as an investment entity
In determining the Company meeting the definition of an investment entity in accordance with IFRS 10, it has
considered the following:
the Company has raised the commitments from a number of investors in order to raise capital to
invest and to provide investor management services with respect to these private equity investments;
the Company intends to generate capital and income returns from its investments which will, in turn,
be distributed to the investors; and
the Company evaluates its investment performance on a fair value basis, in accordance with the
policies set out in these financial statements.
Although the Company met all three defining criteria, management has also assessed the business purpose of
the Company, the investment strategies for the private equity investments, the nature of any earnings from
the private equity investments and the fair value model. Management made this assessment in order to
determine whether any additional areas of judgement exist with respect to the typical characteristics of an
investment entity versus those of the Company. Management have therefore concluded that from the
assessments made, the Company meets the criteria of an investment Company within IFRS 10.
Part of the assessment in relation to meeting the business purpose aspects of the IFRS 10 criteria also requires
consideration of exit strategies. Given that the Company does not intend to hold investments indefinitely,
management have determined that the Company’s investment plans support its business purpose as an
investment entity.
The Board has also concluded that the Company meets the additional characteristics of an investment entity,
in that: it is intended that in future it will have more than one investment; the investments will predominantly
be in the form of equities, derivatives and similar securities; it has more than one investor and the majority of
its investors are not related parties.
Estimates and assumptions
Fair Value of financial instruments
The fair values of securities that are not quoted in an active market are determined by using valuation
techniques as explained in the IPEV Guidelines, primarily earnings multiples, discounted cash flows and recent
comparable transactions. The models used to determine fair values are validated and periodically reviewed by
the Company. In some instances the cost of an investment is the best measure of fair value in the absence of
further information. The inputs in the earnings multiples models include observable data, such as the earning
multiples of comparable companies to the relevant portfolio company, and unobservable data, such as
forecast earnings for the portfolio company. In discounted cash flow models, unobservable inputs are the
projected cash flows of the relevant portfolio company and the risk premium for liquidity and credit risk that
are incorporated into the discount rate. However, the discount rates used for valuing equity securities are
determined based on historic equity returns for other entities operating in the same industry for which market
returns are observable. Management uses models to adjust the observed equity returns to reflect the actual
equity financing structure of the valued equity investment. Models are calibrated by back-testing to actual
results/exit prices achieved to ensure that outputs are reliable, where possible.
31
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
4. Critical Accounting Estimates and Judgements (continued)
Valuation of Options
The fair values of the Options are measured using the Black-Scholes model. The Black-Scholes model is
considered an acceptable model where options are subject to market conditions as defined within IFRS 2.
The Black-Scholes model takes into account the following factors when calculating the fair value of the share
options at grant date:
any market vesting conditions;
the expected term of the options (see below);
the expected volatility of the company's share price as at grant date;
the risk-free rate of return available at grant date;
the company's share price at grant date;
the expected dividends on the company's shares over the expected term of the options; and
the exercise (strike) price of the options.
The expected term of the options is assumed to be 5 years from the grant date. However, the options can be
exercised at any point after vesting and within a 10 year period from the grant date. As the management of
the Company are unsure as to when the options will be exercised, it is assumed they will be exercised half way
through the 10 year period from grant date to lapse date which is 5 years.
5. Segmental Information
In accordance with International Financial Reporting Standard 8: Operating Segments, it is mandatory for the
Company to present and disclose segmental information based on the internal reports that are regularly
reviewed by the Board in order to assess each segment’s performance and to allocate resources to them.
Management information for the Company as a whole is provided internally to the Directors for decision-
making purposes. Their asset allocation decisions are based on an, integrated investment strategy and the
Company’s performance is evaluated on an overall basis. Prior to the change in Investing Policy on 28 July
2015, the single segment was deemed to be the natural resources and/or energy sector, primarily in Africa.
Following this change in Investing Policy, the primary segment is investments in companies which have
significant intellectual property rights which they are seeking to exploit, principally within the technology
sector (including digital technology, and content focused businesses) and the life sciences sectors (including
biotech and pharmaceuticals). Initially the geographical focus will be North America and Europe but
investments may also be considered in other regions to the extent that the Board considers that valuable
opportunities exist and positive returns can be achieved.
Segment assets
The internal reporting provided to the Board for the Company’s assets, liabilities and performance is prepared
on a consistent basis with the measurement and recognition principles of IFRS. Segment assets are measured
in the same way as in the financial statements. These assets are allocated based on the operations of the
segment and the physical location of the asset. At 31 March 2017 the cross section of segment assets between
geographical focus and economic sectors were as follows:
Geographical Focus
Private equity investments
- North America
- Europe
- Middle East
- Other
Year ended 31 March 2017
Technology
sector
£’000
4,010
306
584
4,308
Life sciences
sector
£’000
400
347
-
-
Total segment assets
9,208
747
Total
£’000
4,410
653
584
4,308
9,955
32
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
5. Segmental Information
Segment liabilities
Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated
based on the operations of the segment. At the 31 March 2017 there were no segmented liabilities.
Other profit and loss disclosures
The other revenue generated by the Company during the year was interest of £1,000 (2016: £1,000), arising
from cash and cash equivalents, which was generated in Guernsey, and an unrealised gain on private equity
investments. At 31 March 2017 the cross section of the unrealised gain on private equity investments between
geographical focus and economic sectors were as follows:
Geographical Focus
Private equity investments
- North America
- Europe
- Middle East
- Other
Year ended 31 March 2017
Technology
sector
£’000
1,917
179
584
2,985
Life sciences
sector
£’000
52
-
-
-
Total
£’000
1,969
179
584
2,985
Total unrealised gain on investments
5,665
52
5,717
In the year ended 31 March 2017 there were no segmented expenses.
6. Administration Fees
Elysium Fund Management Limited was entitled to an administration fee from the Company of £24,000 per
annum, with effect from 1 January 2016, the administration fee was increased to £48,000 per annum. On 1
June 2016 the administrator changed to Vistra Fund Services (Guernsey) Limited. Vistra is entitled to an
administration fee of £45,000 per annum.
In the year ended 31 March 2017, a total of £59,000 (2016: £46,000) was incurred in respect of administration
fees, of which, £23,000 was payable at the financial reporting date (2016: £28,000).
7. Directors’ Remuneration
On 1 February 2016, the Board agreed the following compensation packages for the Directors of the Company,
with effect from 1 January 2016, except for share options which are applicable from 17 February 2016:
Lorne Abony is entitled to an annual salary of £250,000, payable monthly in arrears, and a discretionary
bonus. In addition, the Company will pay Mr Abony’s rental expense for an office amounting to up to
US$30,000 per annum, a personal assistant amounting to up to US$60,000 per annum and health
insurance. The Company has also granted Mr Abony Options over 9% of the issued shares (on a fully
diluted basis) at 20 pence per share. The terms of the Options are explained below.
Stephen Dattels was entitled to an annual salary of £50,000, payable quarterly in arrears. Stephen
agreed to waive his fees for the final quarter of the financial year. In addition, the Company has
granted Mr Dattels Options over 2% of the issued shares (on fully diluted basis) at 20 pence per share.
The terms of the Options are explained below.
Jim Mellon was entitled to an annual salary of £30,000, payable quarterly in arrears. In addition, the
Company has granted Mr Mellon Options over 1% of the issued shares (on fully diluted basis) at 20
pence per share. The terms of the Options are explained below.
33
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
7. Directors’ Remuneration (continued)
Ian Burns is entitled to an annual salary of £25,000, payable quarterly in arrears. Ian agreed to
waive his fees for the final quarter of the financial year.
Bryan Smith was entitled to an annual salary of £15,000, payable quarterly in arrears.
Following the approval to grant Options, the number of share options held by each Director is as follows:
Date Granted
Options issued
Lorne Abony
Stephen Dattels
Jim Mellon
17-Feb-16
17-Feb-16
17-Feb-16
12,131,548
3,032,887
1,516,444
16,680,879
% of issued
shares on
fully diluted
basis
Exercise
price
(pence)
20
20
20
9%
2%
1%
12%
The Options entitles the holder upon exercise to one Ordinary Share of 1p in the Issued Share Capital of the
Company. Following the grant of the Options, 50% of the Options vested immediately, 25% of the Options shall
vest after 12 months (subject to the weighted average price of the Company’s ordinary shares rising above 25
pence for ten consecutive trading days), and the balance of 25% shall vest after 24 months (subject to the
weighted average price of the Company’s Ordinary Shares rising above 35 pence for ten consecutive trading
days). Subject to vesting (which is accelerated in the event of a change of control), the Options may only be
exercised while the party remains, or in the six month period after they cease to be, an “eligible employee” of
the Company (as such term is defined in the Option Agreements) and within a five year term from the date of
grant. The Options may be exercised on a cash-less basis subject to agreement of the Board at such time.
Share Option measurement of fair value
The fair value of the Options has been measured using the Black-Scholes model. Services and non-market
performance conditions attached to the arrangements were not taken into account in measuring fair value as
explained in note 3(d) and 4.
The following market conditions have been incorporated into the fair value calculation of the Options at the
grant date and year ended 31 March 2017:
25% of the share awards vest from year 1 onwards subject to the weighted average price of the share
price exceeding 25 pence for a minimum of 10 trading days; and
25% of the share awards vest from year 2 onwards subject to the weighted average price of the share
price exceeding 35 pence for a minimum of 10 trading days.
In addition, the model inputs used in the measurement of the fair values at grant date and the year ended 31
March 2017 were as follows:
Fair value
Share price
Exercise price
Annualised expected volatility
Expected life
Expected dividends
Annual risk free interest rate
Year ended
31 March
2017
2.9797 pence
8.62 pence
20 pence
73.95%
5 years
nil
0.86%
Year ended
31 March
2016
5.3364 pence
15.375 pence
20 pence
70.09%
5 years
nil
0.86%
Grant date
17 February
2016
9.2281 pence
18.00 pence
20 pence
70.09%
5 years
nil
0.86%
34
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
7. Directors’ Remuneration (continued)
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price.
The total fair value of the share Options is estimated to be 497,000. The Options outstanding at 31 March 2017
had an exercise price of 20 pence per share and a contractual life of 5 years.
Stephen Dattels (appointed on 12 November 2014)
Ian Burns (appointed on 12 November 2014)
Jim Mellon (appointed on 13 July 2015)
Lorne Abony (appointed on 6 January 2016)
Bryan Smith (resigned 17 November 2016)
Stephen Dattels (appointed on 12 November 2014)
Ian Burns (appointed on 12 November 2014)
Jim Mellon (appointed on 13 July 2015)
Lorne Abony (appointed on 6 January 2016)
Bryan Smith (appointed on 20 March 2015)
Directors’
Remuneration
£'000
39
19
30
278
3
369
Directors’
Remuneration
£'000
63
31
8
212
19
333
31 March 2017
Value of
Options
issued
£'000
(73)
-
(36)
(289)
-
(398)
31 March 2016
Value of
Options
issued
£'000
163
-
81
651
-
895
Total
£'000
(34)
19
(6)
(11)
3
(29)
Total
£'000
226
31
89
863
19
1,228
No bonuses or pension contributions were paid or were payable on behalf of the Directors. Details of the
Directors’ interests in the share capital are set out in note 17.
8. Other expenses
Marketing expenses
Directors’ expenses
Regulatory and listing fees
Registrar fees
Audit fees
Directors’ and Officers’ liability insurance
Other expenses
9. Tax effects of other comprehensive income
Year ended
31 March
2017
£'000
33
211
16
18
23
5
105
411
Year ended
31 March
2016
£'000
44
25
22
19
18
5
8
141
The Income Tax Authority of Guernsey has granted the Company exemption from Guernsey income tax under
the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and the income of the Company may be
distributed or accumulated without deduction of Guernsey income tax. Exemption under the above mentioned
Ordinance entails payment by the Company of an annual fee of £1,200 for each year in which the exemption is
claimed. It should be noted, however, that interest and dividend income accruing from the Company’s
investments may be subject to withholding tax in the country of origin.
There were no tax effects arising from the other comprehensive income disclosed in the Statement of
Comprehensive Income (2016: £Nil).
35
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
10. Profit per Ordinary Share
The profit per Ordinary Share of 0.01p (2016: loss of 2.69p) is based on the profit for the year of £19,000
(2016: loss of £1,473,000) and on a weighted average number of 132,651,181 Ordinary Shares in issue during
the year (2016: 54,750,152 Ordinary Shares).
The Warrants were exercised during the year and therefore there was no dilutive effect. The basic and diluted
earnings per Ordinary Share were the same.
The average share price of the Ordinary Shares during the year was below the exercise price of the Options
(exercise price of 20.00 pence). Therefore, as at 31 March 2017 the Options had no dilutive effect.
11. Dividends
During the year ended 31 March 2017, no dividend was paid to shareholders (2016: £Nil). The Directors do not
propose a final dividend for the year ended 31 March 2017 (2016: £Nil).
12. Financial Assets and Liabilities Designated at Fair Value through Profit or Loss
Financial assets designated at fair value through profit or loss
Opening valuation
Purchases
Donation received
Net unrealised change in fair value of financial assets
Closing valuation
31 March 2017
£’000
31 March 2016
£’000
4,238
5,185
159
373
9,955
-
4,079
-
159
4,238
Of the closing fair value, £305,000 related to an investment held in Bluestar Capital plc and was subsequently
sold in April 2017. Details of the investments held are given in the Report of the Chief Executive and at the
Company’s website. See note 17 for details of the donation received.
13. Fair value of financial instruments
IFRS 13 requires the Company to classify financial instruments at fair value using a fair value hierarchy that
reflects the significance of the inputs used in making the measurement. The fair value hierarchy has the
following levels:
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can
access at the year-end date (Level 1);
Those involving inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
Those with inputs for the asset or liability that are not based on observable market data
(unobservable inputs) (Level 3).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined on the basis of the lowest level input that is significant to the fair value measurement in its
entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its
entirety.
36
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
13. Fair value of financial instruments (continued)
If a fair value measurement uses observable inputs that require significant adjustment based on unobservable
inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair
value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes ‘observable’ requires significant judgement by the Company. The
Company considers observable data to be that market data that is readily available, regularly distributed or
updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively
involved in the relevant market. All (2016: All) of the financial assets held at fair value as at 31 March 2017
except Bluestar Capital plc (as referred to in note 12) are classified as Level 3. There were no transfers between
levels during the year (2016: None).
The valuations used to determine fair values are validated and periodically reviewed by experienced personnel
and are in accordance with the International Private Equity and Venture Capital Valuation Guidelines. The
valuations, when relevant, are based on a mixture of:
third party financing (if available);
cost, where the investment has been made during the year and no further information has been
available to indicate that cost is not an appropriate valuation;
proposed sale price;
discount to NAV calculations;
discount to last traded price;
discounted cash flow; and
discount to bid prices of PLUS quoted investments.
A reconciliation of the opening and closing balances of assets designated at fair value through profit or loss
classified as Level 3 is shown below:
Fair value of investments brought forward
Purchases during the year
Net unrealised change in fair value
Fair value of investments carried forward
Fair value of investments brought forward
Purchases during the year
Net unrealised change in fair value
Fair value of investments carried forward
14. Other receivables and prepayments
Issued Ordinary Shares
Other receivables
Prepayments
31 March 2017
£'000
127
-
179
31 March 2016
£'000
-
118
9
306
127
31 March 2017
£'000
4,111
5,185
353
9,649
31 March 2017
£'000
-
11
24
35
31 March 2016
£'000
-
3,961
150
4,111
31 March 2016
£'000
4,700
-
14
4,714
37
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
14. Other receivables and prepayments (continued)
The Issued Ordinary Shares receivable of £4,700,000 in the prior year related to amounts held by the
Company’s legal adviser from equity raising activities pending completion of the required anti money
laundering due diligence. In the current year, the balance of the Issued Ordinary Shares receivable was
transferred to the Company’s bank account by the Company’s legal adviser.
15. Share Capital, Warrants and Options
31 March 2017
£’000
31 March 2016
£’000
Authorised:
1,910,000,000 Ordinary Shares of 1p
1,910,000,000 Ordinary Shares)
100,000,000 Deferred Shares of 0.9p
100,000,000 Deferred Shares)
(2015:
(2015:
Allotted, called up and fully paid:
132,985,875 Ordinary Shares of 1p
130,949,822 Ordinary Shares)
(2016:
70,700,709 Deferred Shares of 0.9p
70,700,709)
(2016:
Warrants:
Broker Warrants
Options:
Share options
19,100
900
20,000
19,100
900
20,000
1,329
1,309
630
-
630
-
17,680,879
16,680,879
Warrants
On 9 May 2016, Peterhouse assigned their 855,031 Broker Warrants over to Stifel on the same terms as
set out in the initial Warrant Deed dated 13 November 2014. On 23 May 2016, the 855,031 Broker
Warrants were exercised for a price of 3.32p per Ordinary Share and for total consideration of £28,387.
Deferred Shares
In aggregate (not per share), the holders of Deferred Shares shall be entitled to receive up to £1 only as a
preferred dividend or distribution. The Deferred Shares have zero economic value. The holders of Deferred
Shares, in respect of their holdings of Deferred Shares, shall not have the right to received notice of any
general meeting of the Company, nor the right to attend, speak or vote at any such general meeting. The
Company has the right to transfer the Deferred Shares to such persons as it wishes, without the consent
of the holders of the Deferred Shares, and to cancel Deferred Shares with the consent of such transferee.
Options
On 14 April 2016, the Company appointed Norbert Teufelberger as a Special Adviser. Mr Teufelberger will
support the Company’s
initiatives in identifying early stage investment opportunities in the technology and
gaming industry, given his extensive experience across these sectors. The Company has agreed to grant
1,000,000 Options over Ordinary Shares in the Company on the same terms as the Options granted to the
Directors, on 17 February 2016.
Directors’ Authority to Allot Shares
The Directors are generally and unconditionally authorised to exercise all the powers of the Company to
and subject to the terms the Directors may determine up to a maximum
allot relevant securities
aggregate nominal amount of £5,000,000 (representing 5,000,000,000 Sub-Ordinary Shares of £0.001 each,
or 500,000,000 New Ordinary Shares of £0.01 each). Authority under this resolution will expire on the date
falling five years after the date of the Annual General Meeting. The Guernsey Companies Law does not
limit the power of Directors to issue shares or impose any pre-emption rights on the issue of new shares.
38
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
15. Share Capital, Warrants and Options (continued)
Accordingly, the Directors are generally and unconditionally authorised to allot securities in the Company
up to the authorised but unissued share capital of the Company, any such power not to be limited in
duration.
Changes in share capital during the period
As mentioned above,
exercise price of 3.32p each,
for a total of £28,387.
in May 2016, the Company received notice to exercise 855,031 Warrants at an
In April 2016, the Company issued an additional 1,181,022 Ordinary Shares at 1p per share to satisfy an
overpayment made in the Secondary investment in Fralis LLC (Leap Gaming). The total consideration for the
shares was US$250,000, which equated to £174,092.
One further change to Share Capital has occurred as described under the Options section above.
16. Net Assets per Ordinary Share
Basic and diluted
The basic and diluted net asset value per Ordinary Share is based on the net assets attributable to equity
shareholders of £10,101,000 (2016: £10,277,000) and on 132,985,875 Ordinary Shares (2016: 130,949,822
Ordinary Shares) in issue at the end of the year. The share price of the Ordinary Shares at 31 March 2017 of
8.62 pence (2016: 15.375 pence) was below the exercise price of the Options (exercise price of 20.00 pence).
Therefore, as at 31 March 2017 the Options had no dilutive effect.
17. Related Parties
Mr Dattels, a director of FastForward until 31 March 2017, is a discretionary beneficiary of a trust which owns
Regent Mercantile Holdings Limited (“Regent”), which held 15,209,248 (2016: 15,209,248) Ordinary Shares in
the Company at 31 March 2017 and the date of signing this report. Mr Burns is the Managing Director of
Regent.
Mr Mellon, a director of FastForward, is a life tenant of a trust which owns Galloway Limited (“Galloway”),
which held 10,425,991 (2016: 10,425,991) Ordinary Shares in the Company at 31 March 2017 and at the date
of signing this report.
At 31 March 2017 FastForward held 25,978 Ordinary Shares in The Diabetic Boot Company Ltd (“DBC”).
Galloway and Regent Pacific Group Limited also hold shares in DBC. The combined shareholding in DBC is in
excess of 30%. Regent Pacific Group is deemed to be a related party as Mr Mellon and Mr Dattels were Co-
Chairmen of Regent Pacific Group Limited until Mr Dattels resignation as a director of Regent Pacific Group
Limited on 1 September 2016.
Mr Burns, a director of FastForward, is the legal and beneficial owner of Smoke Rise Holdings Limited
(“Smoke”), which held 1,374,024 (2016: 1,374,024) Ordinary Shares in the Company at 31 March 2017 and at
the date of signing this report.
Mr Smith held 1,155,668 (2016: 687,832) Ordinary Shares in the Company at 31 March 2017 and at the date of
signing this report. Mr Smith resigned as a director of FastForward on 17 November 2016.
Mr Abony, a director of FastForward, held 24,496,871 (2016: 26,438,391) Ordinary Shares in the Company at
31 March 2017 and at the date of signing this report.
In March 2017, FastForward was transferred an additional 2,000,000 shares in Vemo Education Inc by Mr
Abony. The transfer performed was for nil consideration, however, at the date of transfer the fair value of the
shares equated to £159,000 (note 12). As at 31 March 2017 FastForward held 3,527,059 (2016: 4,328,425)
non-assessable series-2 preferred stocks in Vemo Education. Inc (“Vemo”), a company related by virtue of
common shareholdings with Mr Abony. Mr Abony is also the non-executive Chairman of Vemo.
39
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
17. Related Parties (continued)
In July 2016, FastForward purchased an additional 798,374 seed series shares in Schoold Inc for total cash
consideration of US$700,000. As at 31 March 2017 FastForward holds a total of 1,938,909 shares in Schoold.
Mr Abony is a substantial shareholder and the non-executive chairman of Schoold.
The Directors’ remuneration for the year ended 31 March 2017 is disclosed in note 7. The Directors consider
that there is no immediate or ultimate controlling party.
18. Financial Risk Management
Treasury policies
The objective of the Company’s treasury policies is to manage the Company’s financial risk, secure cost
effective funding for the Company’s operations and to minimise the adverse effects of fluctuations in the
financial markets on the value of the Company’s financial assets and liabilities on reported profitability and on
cash flows of the Company.
The Company finances its activities with cash and short-term deposits, with maturities of three months or less.
Other financial assets and liabilities, such as receivables and payables, arise directly from the Company’s
operating activities. Derivative instruments may be used to change the economic characteristics of financial
instruments in accordance with the Company’s treasury policies.
The financial assets and liabilities of the Company were:
Financial assets at fair value through profit or loss
Investments
Financial assets at amortised cost
Other receivables
Cash and cash equivalents
Financial liabilities at amortised cost
Other payables
31 March 2017
£'000
9,955
35
164
199
53
31 March 2016
£'000
4,238
4,700
1,415
6,115
90
The main risks arising from the Company’s financial assets and liabilities are credit risk, liquidity risk and
market risk, and are set out below, together with the policies currently applied by the Board for their
management. Market risk comprises three types of financial risk, being interest rate risk, currency risk and
other price risk, being the risk that the fair value or future cash flows will fluctuate because of changes in
market prices other than from interest rate and currency risks.
Credit risk
The Company takes on exposure to credit risk, which is the risk that one party will cause a financial loss for the
other party by failing to discharge an obligation.
The Company’s credit risk is primarily attributable to its private equity investments, other receivables and cash
and cash equivalents. In order to mitigate credit risk, the Company seeks to trade only with reputable
counterparties that the management believe to be creditworthy.
The credit risk on cash and cash equivalents is limited by using banks with high credit ratings assigned by
international credit-rating agencies.
At the year end, the entire amount of cash and cash equivalents of £164,000 (100.00%) was placed with HSBC
Bank plc (2016: £1,415,000). The Moody’s credit rating for HSBC Bank plc was Aa3 as at 31 March 2017.
40
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
18. Financial Instruments (continued)
Credit risk (continued)
The Company’s investment policy is to invest in start-up or early stage investments. These companies carry a
higher risk of credit failure through their inability to raise sufficient funds to bring their technology to a
successful and profitable conclusion. The credit risk on private equity investments is monitored by the
management who review the business plans, budgets, market updates and management accounts of the
private equity investments on a regular basis.
Liquidity risk
Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its
obligations in full as they fall due or can only do so on terms that are materially disadvantageous. The
Company invests in private equities, which, by their very nature, are illiquid. During the year, the Company
raised £213,000 (2016: £10,739,000) via an issue of Ordinary shares to enable the Company to acquire further
investments and maintain a sufficient cash balance to meet its working capital requirements.
The contractual undiscounted cash flows of the Company’s financial liabilities, which are equal to the fair value
of the Company’s financial liabilities, are all payable within three months to the sum of £53,000 (2016:
£90,000).
In addition, the Company’s
The Board monitors the Company’s liquidity position on a regular basis.
Administrator continually monitors the Company’s liquidity position and reports to the Board when
appropriate.
Market risk
(i) Price risk
The Company’s private equity investments and derivative financial instruments are susceptible to price risk
arising from uncertainties about future values of the private equity investments or derivative financial
instruments. This price risk is the risk that the fair value or future cash flows will fluctuate because of changes
in market prices, whether those changes are caused by factors specific to the individual investment or financial
instrument or its holder or factors affecting all similar financial instruments or investments traded in the
market, if any.
During the year, the Company did not hedge against movements in the value of its private equity investments.
A 10% increase/decrease in the fair value of private equity investments would result in a £995,000 (0.98%)
(2016: £424,000) increase/decrease in the net asset value.
ii) Currency risk
The Company regularly holds assets (both monetary and non-monetary) denominated in currencies other than
the functional currency (Sterling). It is therefore exposed to currency risk, as the value of the financial
instruments denominated in other currencies will fluctuate due to changes in exchange rates.
Foreign currency risk, as defined in IFRS 7, arises as the values of recognised monetary assets and monetary
liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. IFRS 7 considers
the foreign exchange exposure relating to non-monetary assets and liabilities to be a component of market
price risk, not foreign currency risk. The Company monitors the exposure on all foreign-currency-denominated
assets and liabilities.
The Company monitors its exposure to foreign exchange rates and, where exposure is considered significant,
appropriate measures would be adopted to minimise these exposures. As at 31 March 2017, a proportion of
the net financial assets of the Company were denominated in currencies other than Sterling as follows:
41
FastForward Innovations Limited
Notes to the Financial Statements (continued)
For the year ended 31 March 2017
18. Financial Instruments (continued)
Market risk (continued)
ii) Currency risk (continued)
US Dollar
Cash and cash equivalents
Net US Dollar exposure
31 March 2017
£’000
164
164
31 March 2016
£’000
1,178
1,178
At 31 March 2017, if the exchange rate of the US Dollar had strengthened/weakened by 10% against the
Sterling, with all other variables remaining constant, the increase/(decrease) in the profit for the year would
amount to +/- £16,400 (2015: +/- £117,800).
iii) Interest rate risk
The Company currently funds its operations through the use of equity. Cash at bank, the majority of which was
in US Dollars at the year end, is held at variable rates. At the year end, the Company’s financial liabilities did
not suffer interest and thus were not subject to any interest rate risk. It is unlikely that interest rates would
decrease by as much as 1% as they are currently less than 1%. Any decrease in the interest rate to a minimum
of 0% would have an insignificant impact on the interest income received by the Company.
19. Capital Management Policy and Procedures
The Company’s capital structure is derived solely from the issue of Ordinary and Deferred Shares.
The Company does not currently intend to fund any investments through debt or other borrowings but may do
so if appropriate. Investments in early stage assets are expected to be mainly in the form of equity, with debt
potentially being raised later to fund the development of such assets. Investments in later stage assets are
more likely to include an element of debt to equity gearing. The Company may also offer new Ordinary Shares
by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital
and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts
receivable, unexpected changes in the economic environment and operational problems.
The Board monitors and reviews the structure of the Company’s capital on an ad hoc basis. This review
includes:
The need to obtain funds for new investments, as and when they arise
The current and future levels of gearing
The need to buy back Ordinary Shares for cancellation or to be held in treasury, which takes account
of the difference between the net asset value per Ordinary Share and the Ordinary Share price
The current and future dividend policy; and
The current and future return of capital policy.
The Company is not subject to any externally imposed capital requirements.
20. Events after the Financial Reporting Date
During April 2017 the shares held in Bluestar Capital plc were sold for £305,000 (note 12).
42
FastForward Innovations Limited
Directors and Advisers
For the year ended 31 March 2017
Directors
Stephen Dattels (Executive Co-Chairman)
Jim Mellon (Executive Co-Chairman)
Ian Burns (Chief Operating Officer)
Bryan Smith (Non-Executive Director)
Lorne Abony (Chief Executive Officer)
Administrator and Registered Office
Vistra Fund Services (Guernsey) Limited (appointed 1 June 2016)
11 New Street
St Peter Port
Guernsey
GY1 2PF
Elysium Fund Management Limited (until 31 May 2016)
PO Box 650
Royal Chambers
St Julian's Avenue
St Peter Port
Guernsey
GY1 3JX
Registrar
Capita Registrars (Guernsey) Limited
PO Box 627
Bulwer Avenue
St Sampsons
Guernsey
GY2 4LH
(resigned 31 March 2017)
(resigned 17 November 2016)
Nominated Adviser
Peel Hunt LLP (appointed 1 June 2016 until
17 February 2017)
Moor House
120 London Wall
London
EC2Y 5ET
Beaumont Cornish Limited (until 31 May 2016
re-appointed 17 February 2017)
2nd Floor
Bowman House
29 Wilson Street
London
EC2M 2SJ
Independent Auditor
PricewaterhouseCoopers CI LLP
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey
GY1 4ND
Brokers
Peel Hunt LLP (appointed 1 June 2016 until 17 February 2017)
Moor House
120 London Wall
London EC2Y 5ET
Guernsey Legal Adviser to the Company
Collas Crill
Glategny Esplanade
St Peter Port
Guernsey
Peterhouse Corporate Finance Limited (until 30 September 2016)
31 Lombard Street
London , EC3V 9BQ
Optiva Securities Limited (appointed 17 February 2017)
2 Mill Street
London
W1S 2AT
English Legal Adviser to the Company
October 2016)
Kerman & Co LLP (until 12 October 2016)
200 Strand
London, WC2R 1DJ
Hill Dickinson LLP (from 12 October 2016)
The Broadgate Tower
20 Primrose Street
London EC2A 2EW
Secretary
Joshua Epstein (appointed 1 June 2016)
11 New Street
St Peter Port
Guernsey
GY1 2PF
Elysium Fund Management Limited (until 31 May 2016)
PO Box 650
Royal Chambers
St Peter Port
Guernsey
GY1 3JX
Special Adviser
Norbert Teufelberger
11 New Street
St Peter Port
Guernsey
GY1 2PF
Guernsey
43