Primoris Services Annual Report 2019

← All annual reports

FY2019 Annual Report · Primoris Services

Loading PDF…

Company Registration Number 3740688

PRIMORUS INVESTMENTS PLC

REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2019

PRIMORUS INVESTMENTS PLC

CONTENTS

CHAIRMAN’S STATEMENT INCORPORATING THE STRATEGIC REPORT

COMPANY INFORMATION

Directors

Secretary

Registered Office:

J Taylor-Firth (Non-executive Chairman)
A Clayton (Executive Director)
D Strang (Non-executive Director)

D Strang

Suite 3B,
38 Jermyn Street,
London,
SW1Y 6DN

Company Registration Number:

03740688

Country of Incorporation:

United Kingdom

Nominated Adviser

Broker

Auditor

Bankers

Solicitors

Registrars

Cairn Financial Advisers LLP
Cheyne House, Crown Court
62-63 Cheapside
London
EC2V 6AX

Turner Pope Investments (TPI) Ltd
8 Frederick’s Place
London
EC2R 8AB

Chapman Davis LLP
2 Chapel Court
London
SE1 1HH

Barclays Bank plc
Corporate Banking
One Churchill Place
London
E14 5HP

Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW

Share Registrars Limited
Suite E, First Floor
9 Lion and Lamb Yard
Farnham, Surrey
GU9 7LL

PRIMORUS INVESTMENTS PLC

REPORT OF THE DIRECTORS

The Directors present their annual report and the audited Financial Statements for the year ended 31 December
2019.

Principal Activities
Primorus Investments plc is an investing company with a focus to acquire a diverse portfolio of direct and indirect
interests in exploration and producing projects and assets in the natural resources sector in addition to
acquisitions in the leisure, corporate services, consultancy and brand licensing sectors. The Company will consider
possible opportunities anywhere in the world.

Results
The results for the year are set out on page 18 and are stated in UK sterling. The Company made a loss after
taxation of £401,000 (2018: loss of £4,000). The Directors do not recommend payment of a dividend (2018: £Nil).

Review of the Business & Future Developments
A review of the business for the year, and future developments are set out in the Chairman’s Statement
Incorporating the Strategic Report on pages 1 to 3.

Key Performance Indicators
Due to the current status of the Company, the Board has not identified any performance indicators as key.

Going Concern
The Directors note the losses that the Company has made for the year ended 31 December 2019. The Directors
have prepared cash flow forecasts for the period ending 30 June 2021 which take account of the current cost and
operational structure of the Company.

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event
that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its
available funding.

These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in
business for a period of at least twelve months from the date of approval of these financial statements.
Accordingly, the financial statements have been prepared on a going concern basis.

Events After the Reporting Period
Events After the Reporting Period are outlined in Note 16 to the Financial Statements.

Directors’ Remuneration and interests
The Company remunerates the Directors at a level commensurate with the size of the Company and the
experience of its Directors. The Remuneration Committee has reviewed the Directors’ remuneration and believes
it upholds the objectives of the Company with regard to this issue. Details of the Directors’ emoluments and
payments made for professional services rendered are set out in Note 4 to the Financial Statements.

All the Directors below served during throughout the period unless otherwise stated:

Jeremy Taylor-Firth
Alastair Clayton
Donald Strang

Each of the Directors, at the date of this report, hold fully vested options over ordinary shares. Jeremy Taylor-Firth
holds 4.35 million options, Alastair Clayton holds 8.1 million options and Donald Strang holds 4.85 million options
(total options held by Directors is 17.3 million). The option details are disclosed in Note 13 to the financial
statements.

PRIMORUS INVESTMENTS PLC

REPORT OF THE DIRECTORS - CONTINUED

Substantial Shareholding
As at 22 April 2020, the Company had been notified of the following substantial shareholdings in the ordinary
share capital, over 3%;

R.Labrum
JIM Nominees Limited (JARVIS)
HSDL Nominees Limited (IWSIPP)
JIM Nominees Limited (SIPP)
Wealth Nominees Limited (NOMINEE)
Hargreaves Lansdown (Nominees) Limited (15942)
Lawshare Nominees Limited (SIPP)
HSDL Nominees Limited
Interactive Investor Services Nominees Limited (SMKTNOMS)
JIM Nominees Limited (ISA)
HSDL Nominees Limited (IWMAXI)
Hargreaves Lansdown (Nominees) Limited (VRA)
Share Nominees Ltd
Hargreaves Lansdown (Nominees) Limited (HLNOM)

Number of
ordinary shares
16,800,000
16,626,147
13,472,255
11,471,208
6,776,064
6,540,215
6,189,538
6,062,102
5,184,370
4,977,582
4,930,412
4,845,280
4,819,688
4,329,616

% of issued
share capital
12.01%
11.89%
9.63%
8.20%
4.85%
4.68%
4.43%
4.34%
3.71%
3.56%
3.53%
3.47%
3.45%
3.10%

Suppliers’ Payment Policy
It is the Company's policy to agree appropriate terms and conditions for its transactions with suppliers by means
ranging from standard terms and conditions to individually negotiated contracts and to pay suppliers according to
agreed terms and conditions, provided that the supplier meets those terms and conditions. The Company does
not have a standard or code dealing specifically with the payment of suppliers.

Trade payables at the year end all relate to sundry administrative overheads and disclosure of the number of days
purchases represented by year end payables is therefore not meaningful.

Charitable Contributions
During the year the Company made charitable donations amounting to Nil (2018: Nil).

Directors' Indemnities
The Company has put in place qualifying third party indemnity provisions for all of the Directors of the Company
which was in force at the date of approval of this report.

Principal risks and uncertainties
The principal risks and uncertainties facing the are detailed within the Corporate Governance section of this report.

Auditors
Chapman Davis LLP as auditor have expressed their willingness to continue in office as auditors and a resolution
proposing their reappointment will be submitted at the AGM.

Annual General Meeting
Notice of the forthcoming Annual General Meeting will be enclosed separately.

By Order of the Board

Donald Strang
Director
23 April 2020

PRIMORUS INVESTMENTS PLC

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with
applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the
Directors have elected to prepare the Financial Statements under IFRS as adopted by the EU and applicable law.
The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period.

In preparing these Financial Statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

•
• make judgements and estimates that are reasonable and prudent;
•

state whether applicable accounting standards have been followed, subject to any material departure
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 are responsible for keeping adequate accounting records which disclose with reasonable accuracy
at any time the financial position of the Company and to enable them to ensure that the Financial Statements
comply with the Companies Act 2006. 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.

In so far as each of the Directors are aware:

•
•

there is no relevant audit information of which the Company's auditors are unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant
audit information and to establish that the auditors are aware of that information.

The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company's website. Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation in other jurisdictions.

PRIMORUS INVESTMENTS PLC

CORPORATE GOVERNANCE STATEMENT

Changes to corporate governance regime

The Board of Primorus Investments Plc are committed to the principles of good corporate governance and believe
in the importance and value of robust corporate governance and in our accountability to our shareholders and
stakeholders.

The AIM Rules for companies, updated in early 2018, required AIM companies to apply a recognised corporate
governance code from 28 September 2018. Primorus has chosen to adhere to the Quoted Company Alliance’s
Corporate Governance Code for Small and Mid-Size Quoted Companies (the “QCA Code”) and listed below are the
10 broad principles of the QCA Code and the Company’s disclosure with respect to each point.

THE PRINCIPLES OF THE QCA CODE

1.
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the
adoption of an investing strategy for the Company. Primorus Investments plc is an investing company with a focus
to acquire a diverse portfolio of direct and indirect interests in exploration and producing projects and assets in
the natural resources sector in addition to acquisitions in the leisure, corporate services, consultancy and brand
licensing sectors. The Company will consider possible opportunities anywhere in the world.

Principle Two

2.
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its private shareholders. Shareholders and
analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition,
all shareholders are encouraged to attend the Company’s Annual General Meeting. Investors also have access to
current information on the Company though its website, www.primorusinvestments.com, and via Alastair Clayton,
Executive Director, who is available to answer investor relations enquiries.

Principle Three

3.
Considering wider stakeholder and social responsibilities
The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of
the Company and its investee companies and stakeholders. The Board is therefore charged with the responsibility
to ensure that there is as close as practicable oversight and contact with its key investee companies and
shareholder relationships. Furthermore the Board considers the wider impacts of any investee company in terms
of their social and environmental impacts.

Principle Four

4.
Risk Management
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring
that procedures are in place and are being implemented effectively to identify, evaluate and manage the
significant risks faced by the Company. The risk assessment matrix below sets out those risks, and identifies their
ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the
controls that are implemented to mitigate them. The Audit and Compliance Committee reviews the risk matrix
and the effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate
them, have been identified:

PRIMORUS INVESTMENTS PLC

CORPORATE GOVERNANCE STATEMENT – CONTINUED

Activity

Risk

Impact

Control(s)

Financial

Liquidity, market and credit
risk.

Inability to continue as going
concern.

Robust capital management
policies and procedures.

Inappropriate controls and
accounting policies.

Reduction in asset values.

Incorrect
assets.

reporting

Regulatory
adherence

Breach of rules.

Censure.

Strategic

Damage to reputation.

Inadequate disaster recovery
procedures.

Inability
capital or investments.

to secure new

Loss of key operational and
financial data.

Management

Recruitment and retention of
key people.

Reduction
capability.

operating

The Board agrees and signs
off all annual reports which
detail accounting policies.

Due to size of the Company
– the Board discusses and
agrees all payments over
£25,000.

Audit Committee.

Strong compliance regime
instilled at all levels of the
Company.

Effective
communications
with shareholders coupled
with consistent messaging
to potential investees.

Robust compliance.

Off-site storage of data.

Stimulating
working environment.

and

safe

Balancing salary with longer
term incentive plans.

The Directors have established procedures, as represented by this statement, for the purpose of providing a
system of internal control. An internal audit function is not considered necessary or practical due to the size of the
Company and the close day to day control exercised by the Executive Director, Alastair Clayton. However, the
Board will continue to monitor the need for an internal audit function. The Board works closely with and has
regular ongoing dialogue with the Company financial controller and has established appropriate reporting and
control mechanisms to ensure the effectiveness of its control systems.

PRIMORUS INVESTMENTS PLC

CORPORATE GOVERNANCE STATEMENT - CONTINUED

Principle Five

5.
A Well Functioning Board of Directors
As at the date hereof the Board comprised: the Executive Director Alastair Clayton, a Non-Executive Chairman,
Jeremy Taylor-Firth and a Non-executive Director, Donald Strang. Biographical details of the current Directors are
set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of
no more than 3 years. The Executive Director is considered to be a full time employee whilst the Non-Executive
Directors are considered to be part time but are expected to provide as much time to the Company as is
required. The Board elects a Chairman to chair every meeting.

The Board meets formally at least 4 times per annum but regular contact is maintained so that all Directors are
informed of relevant developments and are able to have discussions whenever required. It has established an
Audit Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed
that appointments to the Board are made by the Board as a whole and so has not created a Nominations
Committee. Both Non-Executive Directors are considered to be part time but are expected to provide as much
time to the Company as is required. The Board considers that this is appropriate given the Company’s current
stage of operations. It shall continue to monitor the need to match resources to its operational performance and
costs and the matter will be kept under review going forward.

Jeremy Taylor-Firth is considered by the Board to be an Independent Director. The Board notes that the QCA
recommends a balance between executive and non-executive Directors and recommends that there be two
independent non-executives. As it has only one independent non-executive director, the Board does not currently
fully comply with this requirement and will consider making further appointments as the scale and complexity of
the Company grows, which is expected to be when the Company achieves a market capitalisation of over £10
million.

Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and the
attendance record of individual Directors. To date in the current financial year the Directors have a 100% record
of attendance at such meetings. In order to be efficient, the Directors meet formally and informally both in person
and by telephone. To date there have been at least quarterly formal meetings of the Board, and the volume and
frequency of such meetings is expected to continue at this rate.

Principle Six

6.
Appropriate Skills and Experience of the Directors
The Board currently consists of three Directors. The Company believes that the current balance of skills in the
Board as a whole, reflects a very broad range of commercial and professional skills across geographies and
industries and each of the Directors has experience in public markets.

The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment
consideration if the Board concludes that replacement or additional directors are required.

The Board shall review annually the appropriateness and opportunity for continuing professional development
whether formal or informal. Currently each of the Board are involved in financial markets and increase their
awareness and skills via reading and participation in commercial transactions from time to time.

PRIMORUS INVESTMENTS PLC

CORPORATE GOVERNANCE STATEMENT – CONTINUED

Mr Jeremy Taylor-Firth
Chairman and Independent Non-executive Director
Jeremy has 20 years of experience in investment management. In June 2006 he joined Singer & Friedlander
Investment Management as an Investment Director. This business was then acquired by Williams de Broe where
he worked until late 2010. Jeremy is currently an Investment Manager with Hanson Asset Management, where he
has worked since 2011.

In the above capacities Jeremy has gained extensive knowledge of portfolio management, investment
management, investment assessment, risk assessment and suitability as well as developed a deep understanding
of private and public markets for investments in equities and debt. Furthermore Jeremy has developed an
extensive network of investment professionals and market participants.

Mr Alastair Clayton
Executive Director
Alastair has over 20 years’ experience in identifying, financing mineral, energy and technology businesses in
Australia, the USA, Europe, Africa and Asia. A qualified geologist, Alastair also has a Graduate Diploma in Finance
and Economics and maintains a broad network of Equity Provider and Private Equity relationships in Europe, Asia
and the US.

Mr Donald Strang
Non-executive Director
Donald is a member of the Australian Institute of Chartered Accountants and has been in business for over 20
years, holding senior financial and management positions in both publicly listed and private enterprises in
Australia, Europe and Africa. He has considerable corporate and international expertise and over the past decade
has focussed on mining and exploration activities. He is currently a director of various AIM companies.

7.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committee and individual Directors is undertaken on an annual basis in the
form of informal discussions between the Directors.

The annual report details the progress which the Board and the Company has made for the year.

No succession planning is deemed necessary at this point due to the small size of the Company.

Each Director is also assessed by shareholders on a three-year rotation basis at AGM when their re-appointment
is due.

Principle Eight

8.
Corporate Culture
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the
Company as a whole and that this will impact the performance of the Company. The Board is aware that the tone
and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees
behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the
Company delivers long term value to its shareholders and that shareholders have the opportunity to express their
views and expectations for the Company in a manner that encourages open dialogue with the Board.

A large part of the Company’s activities are centred upon what needs to be an open and respectful dialogue with
investee companies and investors and other stakeholders. Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board
places great import on this aspect of corporate life and seeks to ensure that this flows through all that the
Company does.

PRIMORUS INVESTMENTS PLC

CORPORATE GOVERNANCE STATEMENT – CONTINUED

The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and
feedback and enabling positive and constructive challenge. The Company has adopted a code for Directors’ and
employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in
accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.

Principle Nine

9.
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities
of the Chairman and Executive Director arising as a consequence of delegation by the Board. The Board has
adopted appropriate delegations of authority which set out matters which are reserved to the Board. The
Chairman is responsible for the effectiveness of the Board, while management of the Company’s business and
primary contact with shareholders has been delegated by the Board to the Executive Director.

Audit Committee
The Audit Committee comprises Jeremy Taylor-Firth (Chairman) and Donald Strang. This committee has primary
responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the
Company is properly measured and reported. It receives reports from the executive management and auditors
relating to the interim and annual accounts and the accounting and internal control systems in use throughout
the Company. The Audit Committee will endeavour to meet not less than twice in each financial year and it has
unrestricted access to the Company’s auditors.

Remuneration Committee
The Remuneration Committee comprises Donald Strang (Chairman) and Alastair Clayton. The Remuneration
Committee reviews the performance of the executive directors and employees and makes recommendations to
the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee
also considers and approves the granting of share options pursuant to the share option plan and the award of
shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.

Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created
a Nominations Committee.

Non-executive Directors
The Board has appointed 2 Non-executive Directors.

Due to the small size of the Company, it is deemed not necessary to appoint further non-executive directors until
the Company’s market capitalisation is over £10 million.

In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to
promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable
care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a
duty to declare any interest in a proposed transaction or arrangement. There are no plans at this stage to increase
the governance framework until the company achieves minimum £10m market capitalisation.

PRIMORUS INVESTMENTS PLC

Corporate Governance Statement

10.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its private shareholders. shareholders and
analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition,
all shareholders are encouraged to attend the Company’s Annual General Meeting.

current

Investors also have access
its website,
www.primorusinvestments.com, and via Alastair Clayton, Executive Director, who is available to answer investor
relations enquiries. The Company will endeavour, subject to the necessary formalities, to move to electronic
communications with shareholders in order to maximise efficiency. The company’s website details various
information: annual reports, AGM notice of meetings and RNS announcements detailing results of meetings and
other relevant information.

information on

the Company

though

The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or
remuneration committees. There are no specific items to be noted for the current year.

PRIMORUS INVESTMENTS PLC

REPORT OF THE AUDITOR

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PRIMORUS INVESTMENTS PLC

OPINION

We have audited the financial statements of Primorus Investments Plc (the ‘Company’) for the year ended 31
December 2019 which comprise the statement of comprehensive income, the statement of financial position, the
statement of changes in equity, the statement of cash flows and notes to the financial statements, including a
summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the company financial statements
is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion:

• the financial statements give a true and fair view of the state of the Company’s affairs as at 31 December

2019 and of the Company’s loss for the year then ended;

• the Company financial statements have been properly prepared in accordance with IFRSs as adopted by the

European Union;

• the financial statements have been prepared in accordance with the requirements of the Companies Act

2006.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. 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 are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:

• the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not

appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a
period of at least twelve months from the date when the financial statements are authorised for issue.

PRIMORUS INVESTMENTS PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PRIMORUS INVESTMENTS PLC - CONTINUED

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 and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. 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. This is
not a complete list of all risks identified by our audit. Our audit procedures in relation to these matters were
designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion
on these matters individually and we express no such opinion.

We have determined the matters described below to be the key audit matters to be communicated in our report.

CARRYING VALUE OF AVAILABLE FOR SALE UNLISTED INVESTMENTS

The Company’s Available for Sale Investment assets (‘AFS assets’) represent the most significant asset on its
statement of financial position totalling £4.8m as at 31 December 2019, of which unlisted investments represented
£4.1m of the total AFS assets.

The carrying value of Unlisted AFS investments represents significant assets of the Company and assessing
whether facts or circumstances exist to suggest that impairment indicators were present, and if present, whether
the carrying amount of these asset may exceed its recoverable amount was considered key to the audit. This
assessment involves significant judgement applied by management to the Company’s unlisted investments.

We considered it necessary to assess this significant judgement whether facts and circumstances existed to
suggest that impairment indicators were present, and if present, whether the carrying amount of these assets
may exceed its recoverable amount.

How the Matter was addressed in the Audit

The procedures included, but were not limited to, assessing and evaluating management's assessment of whether
any impairment indicators have been identified across the Company’s Unlisted AFS investments, the indicators
being:

• A lack of flow of information in regards to the investee companies’ growth activities and/or, trading and

strategic advancement.

• Discontinuation of, or a plan to discontinue, activities in the relevant projects, or cessation or delays in

project development by the Investee Companies.

• Sufficient information exists to suggest exploration and evaluation assets are unlikely be successfully

developed or profitably sold by the Investee Companies.

• Updates on funding and trading activities by Investee Companies.

We also reviewed Stock Exchange RNS announcements and Board meeting minutes for the year and subsequent
to year end for activity to identify any indicators of impairment. We also assessed the disclosures included in the
financial statements.

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it
could reasonably be expected to change the economic decisions of a user of the financial statements. We used
the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based
on professional judgement, we determined overall materiality for the financial statements as a whole to be
£120,000, based on a 2.5% percentage consideration of the Company’s total assets.

PRIMORUS INVESTMENTS PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PRIMORUS INVESTMENTS PLC - CONTINUED

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included
in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
our report, 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 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 we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. 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.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal

requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not

been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, 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 related 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.

PRIMORUS INVESTMENTS PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PRIMORUS INVESTMENTS PLC - 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 (UK) or ISA IAASB will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.

USE OF OUR REPORT

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Rowan Palmer
(Senior Statutory Auditor)
For and on behalf of Chapman Davis LLP, Statutory Auditor
London
Chapman Davis LLP is a limited liability partnership registered in England and Wales (with registered number
OC306037).

23 April 2020

PRIMORUS INVESTMENTS PLC

FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2019

Revenue
Investment income
Realised gain/(loss) on disposal of AFS investments
Unrealised gain/(loss) on market value movement of AFS investments
Total gains on AFS investments

Impairment provision on AFS investments
Share based payments
Administrative costs

Operating (loss)

(Loss) before tax

Taxation
(Loss) for the year attributable to equity holders of the company

Notes

2
2
2

2019
£000

24
(62)
228
190

-
-
(591)

(401)

-
(401)

2018
£000

7
985
(79)
913

(100)
(212)
(605)

(4)

-
(4)

(Loss) per Share
Basic and diluted (loss) per share (pence)

(0.2868)

(0.0029)

There are no other recognised gains or losses for the year.

The Accounting Policies and Notes form an integral part of these Financial Statements.

PRIMORUS INVESTMENTS PLC

STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2019

ASSETS

Notes

Non-Current Assets
Available for Sale Investments

Current Assets
Trade and other receivables
Cash and cash equivalents

Total Assets

LIABILITIES

Current Liabilities
Trade and other payables
Total Liabilities

Net Assets

EQUITY

Equity Attributable to Equity Holders
of the Company

Share capital
Share premium account
Share based payment reserve
Retained earnings

Total Equity

2019
£000

4,805

15
45

8
9

2019
£000

2018
£000

4,779

4,805

4,779

89
408

4,865

(108)

(118)

(108)

4,757

497

5,276

(118)

5,158

15,391
35,296
683
(46,613)

15,391
35,296
683
(46,212)

4,757

5,158

These Financial Statements were approved by the Board of Directors and authorised for issue on 23 April 2020.

Donald Strang
Director

Alastair Clayton
Director

The Accounting Policies and Notes form an integral part of these Financial Statements.

PRIMORUS INVESTMENTS PLC

STATEMENT OF CHANGES IN EQUITY
AT 31 DECEMBER 2019

Share
capital

Share
premium

Share
based
payment
reserve

Retained
earnings

£000

Total
attributable
to owners
of the
Company
£000

Balance at 31 December 2017

15,391

35,296

471

(46,208)

4,950

Loss for the year
Total comprehensive income for the year

Share options issued
Transactions with owners of the company

-
-

212
212

(4)
(4)

-
-

(4)
(4)

212
212

Balance at 31 December 2018

15,391

35,296

683

(46,212)

5,158

Loss for the year
Total comprehensive income for the year

-
-

(401)
(401)

Balance at 31 December 2019

15,391

35,296

683

(46,613)

4,757

PRIMORUS INVESTMENTS PLC

STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2019

Cash Flows from Operating Activities

Operating Loss
Adjustments for:
Share based payment charge
Impairment provision
Change in trade and other receivables
Change in trade and other payables
Change in AFS Investments
Taxation (paid)

Net Cash used in Operating Activities

Cash Flows from Investing Activities
Loan advanced to related party
Net Cash used in Investing Activities

Cash Flows from Financing Activities
Proceeds from share issues
Share issue costs
Net Cash in generated from Financing Activities

Net Change in Cash and Cash Equivalents

Cash and Cash Equivalents at beginning of period

Cash and Cash Equivalents at end of period

2019
£000

2018
£000

212
100
(47)
21
(175)
-

(260)

-
-

-
-
74
(10)
(26)

-
-

(401)

(363)
(363)

(363)

408

2018
£000

(4)

107
107

(260)

(153)

561

408

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019

1. Accounting Policies

Basis of Preparation

Primorus Investments Plc is a company incorporated in the United Kingdom. The Company's shares are listed
on the AIM market of the London Stock Exchange, and on the Aquis Stock Exchange Growth Market as operated
by Aquis Exchange Plc (“AQSE”).

The Financial Statements are for the year ended 31 December 2019 and have been prepared under the
historical cost convention and in accordance with International Financial Reporting Standards as adopted by
the EU ("adopted IFRS"). These Financial Statements (the "Financial Statements") have been prepared and
approved by the Directors on 23 April 2020 and signed on their behalf by Donald Strang and Alastair Clayton.

The accounting policies have been applied consistently throughout the preparation of these Financial
Statements, and the financial report is presented in Pound Sterling (£) and all values are rounded to the nearest
thousand pounds (£‘000) unless otherwise stated.

Investing Policy
The Company’s investing policy is to acquire a diverse portfolio of direct and indirect interests in exploration
and producing projects and assets in the natural resources sector in addition to acquisition(s) in the leisure,
corporate services, consultancy and brand licensing sectors. The Company will consider possible opportunities
anywhere in the world.

The Directors have considerable experience investing, both in structuring and executing deals and in raising
funds. The Directors will use this experience to identify and investigate investment opportunities, and to
negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to
carry out specialist due diligence prior to making an acquisition or an investment.

The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual
property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such
investments may result in the Company acquiring the whole or part of a company or project (which in the case
of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue),
and such investments may constitute a minority stake in the company or project in question.

The Company may be both an active and a passive investor depending on the nature of the individual
investments in its portfolio. Although the Company intends to be a long-term investor, the Directors will place
no minimum or maximum limit on the length of time that any investment may be held.

The Directors may 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
by way of example, and without limitation, delays in collecting accounts receivable, unexpected changes in the
economic environment and unforeseen operational problems. The Company may in appropriate circumstances
issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to
acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

There are no restrictions in the type of investment that the Company might make nor on the type of
opportunity that may be considered other than set out in this Investing policy.

In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders
including dividends, share repurchases, demergers, and schemes of arrangements or liquidation.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

1. Accounting Policies (continued)

Going Concern
The Directors noted the losses that the Company has made for the Year Ended 31 December 2019. The
Directors have prepared cash flow forecasts for the period ending 30 June 2021 which take account of the
current cost and operational structure of the Company.

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the
event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate
within its available funding.

It is the prime responsibility of the Board to ensure the Company remains a going concern. At 31 December
2019 the Company had cash and cash equivalents of £45,000 and no borrowings. The Company has minimal
contractual expenditure commitments and the Board considers the present funds together with future
disposals of AFS Investments sufficient to maintain the working capital of the Company for a period of at least
12 months from the date of signing the Annual Report and Financial Statements. For these reasons the
Directors adopt the going concern basis in the preparation of the Financial Statements.

New standards, amendments and interpretations adopted by the Company

No new and/or revised Standards and Interpretations have been required to be adopted, and/or are applicable
in the current year by/to the Company, as standards, amendments and interpretations which are effective for
the financial year beginning on 1 January 2019 are not material to the Company.

New standards, amendments and interpretations not yet adopted

At the date of authorisation of these financial statements, the following Standards and Interpretations which
have not been applied in these financial statements, were in issue but not yet effective for the year
presented:

- IFRS 17 Insurance Contracts (effective date 1 January 2021).

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a
material impact on the Company.

Sources of Estimation and Key Judgements

The preparation of the Financial Statements requires the Company to make estimates, judgements and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities. The Directors base their estimates on historic experience and
various other assumptions that they believe are reasonable under the circumstances, the results of which form
the basis of making judgements about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue

Revenue is measured by reference to the fair value of consideration received or receivable by the Company for
services provided, excluding VAT and trade discounts. Revenue is credited to the Income Statement in the
period it is deemed to be earned.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

1. Accounting Policies (continued)

Revenue (continued)

Interest income from financial assets at FVPL is included in the net fair value gains/(losses) on these assets.
Interest income on financial assets at amortised cost and financial assets at, available-for-sale securities, held-
to-maturity investments and loans and receivables is calculated using the effective interest method is
recognised in the statement of profit or loss as part of investment or other income.

Finance Income and Costs

Finance income and costs are reported on an accruals basis.

Taxation

Current tax is the tax currently payable based on taxable profit for the year.

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is
generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.
However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an
asset or liability unless the related transaction is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided
if reversal of these temporary differences can be controlled by the Company and it is probable that reversal
will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other
income tax credits to the Company are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent
that it is probable that the underlying deductible temporary differences will be able to be offset against future
taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to
apply to their respective period of realisation, provided they are enacted or substantively enacted at the
balance sheet date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income
statement, except where they relate to items that are charged or credited directly to equity in which case the
related deferred tax is also charged or credited directly to equity.

Foreign Currencies

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance
sheet date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined. Any exchange
differences arising on the settlement of monetary items or on translating monetary items at rates different
from those at which they were initially recorded are recognised in the profit or loss in the period in which they
arise. Exchange differences on non-monetary items are recognised in other comprehensive income to the
extent that they relate to a gain or loss on that non-monetary item taken to other comprehensive income,
otherwise such gains and losses are recognised in the income statement.

The Company's functional currency and presentational currency is Sterling.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

1. Accounting Policies (continued)

Equity

Equity comprises the following:
• "Share capital" representing the nominal value of equity shares.
• "Share premium" representing the excess over nominal value of the fair value of consideration received for

equity shares, net of expenses of the share issue.

• “Share based payment reserve” represents the value of equity benefits provided to employees and
directors as part of their remuneration and provided to consultants and advisors hired by the Company
from time to time as part of the consideration paid.

• "Retained earnings" representing retained profits.

Financial Assets

Financial assets are divided into the following categories: loans and receivables and available-for-sale financial
assets. Financial assets are assigned to the different categories by management on initial recognition,
depending on the purpose for which they were acquired, and are recognised when the Company becomes
party to contractual arrangements. Both loans and receivables and available for sale financial assets are initially
recorded at fair value.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Trade, most other receivables and cash and cash equivalents fall into this category
of financial assets. Loans and receivables are measured subsequent to initial recognition at amortised cost
using the effective interest method, less provision for impairment. Any change in their value through
impairment or reversal of impairment is recognised in the income statement.

Provision against trade receivables is made when there is objective evidence that the Company will not be able
to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the
write-down is determined as the difference between the asset's carrying amount and the present value of
estimated future cash flows.

A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or
the financial asset is transferred and that transfer qualifies for derecognition. A financial asset is transferred if
the contractual rights to receive the cash flows of the asset have been transferred or the Company retains the
contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash
flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the Company
transfers substantially all the risks and rewards of ownership of the asset, or if the Company neither retains
nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.

Available-for-sale financial assets are non-derivative financial assets that are either designated to this category
or do not qualify for inclusion in any of the other categories of financial assets. The Company’s available-for-
sale financial assets include listed and unlisted securities. These available-for-sale financial assets are measured
at fair value. Gains and losses are recognised in the income statement and reported within revenue, except for
impairment losses and foreign exchange differences, which are recognised separately within the income
statement. When the asset is disposed of or is determined to be impaired, the cumulative gain or loss is
recognised in the income statement.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

1. Accounting Policies (continued)

Financial Liabilities

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Company
becomes a party to the contractual provisions of the instrument.

All financial liabilities initially recognised at fair value less transaction costs and thereafter carried at amortised
cost using the effective interest method, with interest-related charges recognised as an expense in finance cost
in the income statement. A financial liability is derecognised only when the obligation is extinguished, that is,
when the obligation is discharged or cancelled or expires.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly
liquid investments that are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.

Share-Based Payments

The Company operates a number of equity-settled, share-based compensation plans, under which the entity
receives services from employees as consideration for equity instruments (options) of the Company. The fair
value of the employee services received in exchange for the grant of the options is recognised as an expense.
The total amount to be expensed is determined by reference to the fair value of the options granted:
•
• excluding the impact of any service and non-market performance vesting conditions (for example,
profitability or sales growth targets, or remaining an employee of the entity over a specified time period;
and
including the impact of any non-vesting conditions (for example, the requirement for employees to save).

including any market performance conditions;

•

Non-market vesting conditions are included in assumptions about the number of options that are expected to
vest. 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.

In addition, in some circumstances, employees may provide services in advance of the grant date, and
therefore the grant-date fair value is estimated for the purposes of recognising the expense during the period
between service commencement period and grant date.

At the end of each reporting period, the entity revises its estimates of the number of options that are expected
to vest based on the non-market vesting conditions. It recognises the impact of the revision to original
estimates, if any, in profit or loss, with a corresponding adjustment to equity.

When the options are exercised, the Company issues new shares. The proceeds received, net of any directly
attributable transaction costs, are credited to share capital (nominal value) and share premium.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

2. Segment Reporting & Revenue

The Company is now operating in a single UK based segment with a single primary activity to invest in
businesses so as to generate a return for the shareholders. The loss from this segment, generated from sale
of investments, was £62,000 (2018: gain £985,000). The non-current assets of the segment are £4,805,000
(2018: £4,779,000).

Revenue
Investment income – interest received on loan notes
Realised (loss)/gain on disposal of AFS investments
Unrealised gain/(loss) on market value movement of AFS investments

3. Operating Activities and Auditor’s Remuneration

Included within results from operating activities are the following:

Operating lease rentals - land and buildings
Auditor's remuneration:
Audit services:
- Company statutory audit
Non-audit services:
- Taxation compliance

4. Information Regarding Directors and Employees

Employment costs, including Directors, during the year:

Wages and salaries
Share based payments

Average number of persons, including Directors employed

Administration

Directors’ remuneration

Emoluments

2019
£000

24
(62)
228
190

2018
£000

7
985
(79)
913

2019
£000

2018
£000

2019
£000

343
-
343

No.

4
4

£000

323

2018
£000

336
-
336

No.

4
4

£000

320

The Company operates only the basic pension plan required under UK legislation, contributions thereto
during the year amounted to £nil (2018: £nil).

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

Information Regarding Directors and Employees (continued)

Emoluments of the Individual Directors

2019
A Clayton
J Taylor Firth
D Strang

2018
A Clayton
J Taylor Firth
D Strang

Fees and
salaries

£000
200
60
63
323

£000
200
60
60
320

Share based
payments
(non-cash)
£000
-
-
-
-

£000
106
106
-
212

Total

£000
200
60
63
323

£000
306
166
60
532

Directors’ fees totalling £43,000 have been accrued and remain unpaid as at 31 December 2019 (2018:
£51,000). This amount is included within trade and other payables, Note 10.

Directors’ interest in share options is set out in Note 13.

Key Management Personnel

The key management personnel are considered to be the Directors. Their remuneration is included in Note 4
above.

5. Income Tax (Credit)/Expense

The relationship between the expected tax (credit)/expense based on the effective tax rate of the Company
at 19% (2018: 19%) and the tax (credit)/expense actually recognised in the income statement can be
reconciled as follows:

Loss for the year before tax
Tax rate
Expected tax credit

Expenses not deductible for tax purposes
Deferred tax asset not recognised
Set off against tax losses

Actual tax expense

Deferred Tax

2019
£000

(401)
19%

76
-
(76)

2018
£000

(4)
19%
(1)

41
-
(40)

The amount of approximate unused tax losses for which no deferred tax asset is recognised in the statement
of financial position is £1,835,000 (2018: £1,759,000).

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

6. Loss per Share

2019

Loss after tax
Earnings attributable to ordinary shareholders

Weighted average number of shares

Total basic and diluted loss per share

2018 (restated)

Loss after tax
Earnings attributable to ordinary shareholders

£000

(401)
(401)

£000

(4)
(4)

Weighted average
No. of shares

Basic per
share
amount
(pence)

139,830,968

Weighted average number of shares

139,830,968

Total basic and diluted loss per share

7. Available for Sale Investments

Investment in listed and unlisted securities
Valuation at beginning of the period
Additions at cost
Disposal proceeds
Investee loan “sold” included within equity sale
(Loss) / gains on disposals
Gain / (loss) on Market value revaluation
Impairment in value of unlisted investment
Foreign exchange gain/ (loss)
Valuation at the end of the period

The available for sale investments splits are as below:
Non-current assets – listed
Non-current assets – unlisted

2019
£000
4,779
522
(663)
-
(62)
228
-
1
4,805

706
4,099
4,805

(0.2868)

(pence)

(0.0029)

2018
£000
3,761
3,621
(4,332)
943
985
(79)
(100)
(20)
4,779

907
3,872
4,779

The Directors have reviewed the carrying value of the unlisted investments, and have considered no impairment
is required (2018: £100,000).

Available-for-sale investments comprise both listed and unlisted investments. The listed investments are traded
on stock markets throughout the world and are held by the Company as a mix of strategic and short term
investments.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

8. Trade and Other Receivables

Current trade and other receivables

Trade receivables
Other receivables
Prepayments and accrued income

2019
£000

-
4
11
15

2018
£000

-
30
59
89

The Directors consider that the carrying amount of trade and other receivables approximates to their fair
value.

9. Cash at Bank and Cash Equivalents

Cash at Bank

10. Trade and Other Payables

Current trade other payables

Trade payables
Other payables
Taxation and social security
Accruals and deferred income

2019
£000

20
43
26
19
108

2018
£000

408

2018
£000

19
51
29
19
118

All amounts are short term and the carrying values are considered to be a reasonable approximation of fair
value.

11. Risk Management Objectives and Policies

Financial assets by category

The categories of financial asset included in the balance sheet and the headings in which they are included are
as follows:

Current assets

Loans and receivables
Cash

2019
£000

15
45
60

2018
£000

30
408
438

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

11. Risk Management Objectives and Policies (continued)

Financial Liabilities by Category

The categories of financial liability included in the balance sheet and the headings in which they are included
are as follows:

Current liabilities

Financial liabilities measured at amortised cost

2019
£000

106

2018
£000

118

The Company is exposed to market risk through its use of financial instruments and specifically to credit risk,
and liquidity risk which result from both its operating and investing activities. The Company's risk management
is coordinated at its headquarters, in close co-operation with the Board of Directors, and focuses on actively
securing the Company's short to medium term cash flows by minimising the exposure to financial markets.
Long term financial investments are managed to generate lasting returns. The Company does not actively
engage in the trading of financial assets for speculative purposes nor does it write options. The most significant
financial risks to which the Company is exposed to are described below.

Interest rate sensitivity

The Company is not substantially exposed to interest rate sensitivity, other than in relation to interest bearing
bank accounts.

Credit risk analysis

The Company's exposure to credit risk is limited to the carrying amount of trade receivables. The Company
continuously monitors defaults of customers and other counterparties, identified either individually or by
Company, and incorporates this information into its credit risk controls. Where available at reasonable cost,
external credit ratings and/or reports on customers and other counterparties are obtained and used.
Company's policy is to deal only with creditworthy counterparties. Company management considers that
trade receivables that are not impaired for each of the reporting dates under review are of good credit quality,
including those that are past due.

None of the Company's financial assets are secured by collateral or other credit enhancements.

The credit risk for liquid funds and other short-term financial assets is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.

Liquidity risk analysis

The Company’s continued future operations depend on the ability to raise sufficient working capital through
the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with
which to finance operations. Controls over expenditure are carefully managed.

Capital Management Policies

The Company's capital management objectives are:
•
•

to ensure the Company's ability to continue as a going concern; and
to provide a return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents.

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

12. Share Capital

Allotted, issued and fully paid
139,830,968 ordinary shares of 0.20p each (2018: 2,796,619,344 of 0.01p each)
28,976,581 deferred shares of 45p each (2018: 28,976,581)
28,976,581 A deferred shares of 4p each (2018: 28,976,581)
92,230,985 B deferred shares of 0.99p each (2018: 92,230,985)

The deferred shares and the A and B deferred shares do not carry voting rights.

2019
£000

279
13,040
1,159
913
15,391

2018
£000

279
13,040
1,159
913
15,391

Ordinary shares of 0.01p each
As at 31 December 2017

No issue of shares during the period
As at 31 December 2018

Ordinary
Shares
Number

Nominal
Value
£’000

2,796,619,344

-
2,796,619,344

279

-
279

In October 2019 the ordinary shares of 0.01p each were subject of a 1 for 20 share consolidation via the creation
in the year ended
of new ordinary shares of 0.2p each. There were no
31 December 2019. The called up, allotted, issued and fully paid new ordinary shares of 0.2p each totalled:

issues of share

As at 31 December 2019

139,830,968

279

Details of the share options and warrants the Company has in issue are disclosed in Note 13.

13. Share-based payments

Details of share options and warrants granted to Directors, employees & consultants, over the ordinary shares
are as follows:

Further to the share consolidation effected in October 2019 the unexercised options in issue as at 31
December 2018 were restated as:

Share options
D. Strang
D. Strang
A Clayton
J Taylor-Firth
Consultants
D Strang
A Clayton
A Clayton
J Taylor-Firth

Exercise Price

Expiry date

(Original)
£
0.004
0.003
0.003
0.003
0.004
0.003
0.003
0.003
0.003

(Amended)
£
0.08
0.06
0.06
0.06
0.08
0.06
0.06
0.06
0.06

14/11/2023
31/12/2020
31/12/2020
31/12/2020
14/11/2023
03/08/2022
03/08/2022
09/01/2025
09/01/2025

At 31 December
2018
(Original)
No.
10,000,000
12,000,000
12,000,000
12,000,000
10,000,000
75,000,000
75,000,000
75,000,000
75,000,000
356,000,000

At 31 December
2018
(Amended)
No.
500,000
600,000
600,000
600,000
500,000
3,750,000
3,750,000
3,750,000
3,750,000
17,800,000

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

13. Share-based payments (continued)

During the year no options were granted (2018: 150,000,000 pre consolidation), exercised or expired.

At 1 January
2019

Issued during
the year

Exercised or
expired during
the year

At 31
December
2019

No.

Date from
which
exercisable

Expiry date

Exercise
Price

(Amended)
£

Share options
D. Strang
D. Strang
A Clayton
J Taylor-Firth
Consultants
D Strang
A Clayton
A Clayton
J Taylor-Firth

(Amended)
No.

500,000
600,000
600,000
600,000
500,000
3,750,000
3,750,000
3,750,000
3,750,000
17,800,000

-
-
-
-
-
-
-
-
-
-

500,000
600,000
600,000
600,000
500,000
3,750,000
3,750,000
3,750,000
3,750,000
17,800,000

0.08
0.06
0.06
0.06
0.08
0.06
0.06
0.06
0.06

14/11/2013
30/11/2015
30/11/2015
30/11/2015
14/11/2013
03/08/2017
03/08/2017
09/01/2018
09/01/2018

14/11/2023
31/12/2020
31/12/2020
31/12/2020
14/11/2023
03/08/2022
03/08/2022
09/01/2025
09/01/2025

The share price range during the year was £0.03 to £0.018 (2018: £0.04 to £0.019).

The weighted average values of options are as follows:

Weighted average exercise price of options granted
Weighted average exercise price of options exercisable at the
end of the year
Weighted average option life remaining

2019

6.11p

2018

6.11p

6.11p
3.53 years

6.11p
4.53 years

For those options granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated
using the Black-Scholes model. The inputs into the model were as follows:

Risk free rate

Share price
volatility

Expected life

Share price
at date of
grant

9 January 2018

1.10%

102.63%

7.00 years

£0.036

Expected volatility was determined by calculating the historical volatility of the Company's share price for 12
months prior to the date of grant. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural
considerations.

All option numbers and prices have been adjusted for the share consolidation.

The Company recognised total expenses of £nil (2018: £212,000) relating to equity-settled share-based
payment transactions during the year, and £nil was transferred via equity to retained earnings on the exercise
of nil options (2018: nil options) during the year (2018: £nil).

During the year, no warrants expired (2018: 4.075 million pre consolidation).

PRIMORUS INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2019 (CONTINUED)

14. Capital Commitments

The Directors have confirmed that there were no contingent liabilities or capital commitments which should
be disclosed at 31 December 2019. No provision has been made in the financial statements for any amounts
in relation to any capital expenditure requirements of the Company’s associate or investments, and such costs
are expected to be fulfilled in the normal course of the operations of the Company.

15. Related Party Transactions

Key Management Personnel

The key management personnel are considered to be the Directors. Their remuneration is included in Note 4
to the accounts. There is no other management compensation to be disclosed.

16. Events after the end of the reporting period

After the reporting date, there has been a significant fall in global stock markets as a result a number of the
Company's investments have been impacted by COVID-19. Under IFRS these are non-adjusting events in respect of
the year-end 31 December 2019. Although the full extent and timing of the impact of these events is not yet known,
the Company expects it may experience delays in returns generated as a result of COVID-19. Consequently, the
financial reporting impact will need to be considered in 2020 and could impact areas such as the carrying value of
our Available for Sale Investments.

17. Ultimate Controlling Party

There is not considered to be an ultimate controlling party of the Company.