VR EDUCATION HOLDINGS PLC
Annual Report and Financial Statements
for the Period Ended 31 December 2017
Registered Number: 613330
VR EDUCATION HOLDINGS PLC
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
for the Period Ended 31 December 2017
TABLE OF CONTENTS
PAGE
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3
4
7
10
13
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15
16
17
COMPANY INFORMATION
CHAIRMAN'S STATEMENT
STRATEGIC REPORT
DIRECTORS' REPORT
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
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VR EDUCATION HOLDINGS PLC
COMPANY INFORMATION
DIRECTORS
SECRETARY
REGISTERED OFFICE
Non-Executive Chairman - Richard Cooper (appointed 1 November 2017)
Executive Director - David Whelan
Executive Director - Sandra Whelan
Executive Director - Séamus Larrissey (appointed 29 November 2017)
Non-Executive Director - Michael Boyce (appointed 16 February 2018)
Non-Executive Director - Tony Hanway (appointed 16 February 2018)
One Advisory Limited
201 Temple Chambers
3 - 7 Temple Avenue
London
EC4Y 0DT
United Kingdom
Unit 9B
Cleaboy Business Park
Old Kilmeaden Road
Waterford
X91 AX83
REGISTERED NUMBER
613330
BANKERS
AUDITOR
Allied Irish Banks
Dunmore Road
Waterford
PKF Littlejohn LLP
1 Westferry Circus
Canary Wharf
London
E14 4HD
United Kingdom
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VR EDUCATION HOLDINGS PLC
CHAIRMAN'S STATEMENT
for the Period Ended 31 December 2017
I am pleased to present my first report as Non-Executive Chairman of VR Education Holdings plc for the period ended
31 December 2017.
The Company was incorporated on 13 October 2017 and up to 31 December 2017 was not trading. The Company
acquired Immersive VR Education Limited in a common control share-for-share transaction on 12 March 2018 and
contemporaneously listed on London's AIM market and Dublin's ESM market. As part of the Admission process, the
Group raised £6 million before expenses, through an oversubscribed placing of 60,000,000 new ordinary shares at a
placing price of 10p each.
Immersive VR Education Limited is a leading virtual reality technology company focused on the education space.
Future Developments in the Business
The admission to the AIM and ESM public markets will assist the Group in its development by:
- granting access to funding to develop and market the ENGAGE platform as well as produce compelling
content to sell on the platform;
- raising the Group’s profile which the Directors believe will assist in attracting users to the ENGAGE
platform and purchase of the Group’s showcase VR experiences and attracting customers to both
ENGAGE Education and ENGAGE Enterprise;
- providing funds through the Placing to accelerate development and growth of the Group and in
particular to prepare for launch of the updated ENGAGE platform in H1 2018, as well as for working
capital and general corporate purposes;
- providing potential access to future development capital to progress future pipeline projects;
- providing a market on which the Ordinary Shares of the Company can be traded, in order to provide
increased liquidity and a market valuation for the Company’s equity which, in conjunction with the
employee option schemes, will assist the Company in attracting, retaining and incentivising high
calibre employees; and
- allowing for expansion of the Group’s development and executive team.
Richard Cooper
Non-Executive Chairman
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VR EDUCATION HOLDINGS PLC
STRATEGIC REPORT
for the Period Ended 31 December 2017
The directors present herewith their strategic report for the period ended 31 December 2017.
Results and Dividends
No profit or loss for the period was recorded. No dividends were paid during the period and as no amount was
transferred to reserves.
Review of the business and future developments
The review of the business and future developments are set out in the Chairman’s Statement.
Key Performance Indicators
The company does not have any key performance indicators as at 31 December 2017.
Principal Activities and Review of the Business
The principal activity of the company will be as an investment vehicle in the Virtual Reality Sector.
Since the period end the Company has acquired a 100% interest in Immersive VR Education Limited, which completed
on 12 March 2018. The Group now exists for the development of the educational Virtual Reality platform ‘Engage’. The
group also develops and sells Virtual Reality experiences for the education market.
The group is dedicated to transforming education globally by providing new tools to educators and corporate trainers
allowing them to provide high quality, low cost content in a virtual networked social learning environment.
Principal Risks and Uncertainties
The company's only key risk at 31 December 2017 is that the acquisition of Immersive VR Education Limited and the
initial public offering would not occur.
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VR EDUCATION HOLDINGS PLC
STRATEGIC REPORT (continued)
for the Period Ended 31 December 2017
Going Concern
The financial information is presented on the going concern basis.
The directors have a reasonable expectation that the Company has adequate resources to continue in operational
existence for the foreseeable future. As such the directors continue to adopt the going concern basis of accounting in
preparing the Financial Information.
David Whelan
Director
28 June 2018
Séamus Larrissey
Director
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VR EDUCATION HOLDINGS PLC
DIRECTORS' REPORT
for the Period Ended 31 December 2017
The directors present herewith their annual report and audited financial statements for the period ended 31
December 2017.
Results and Dividends
The results for the period are set out in the Strategic Report on page 4. The directors do not propose to declare a
dividend.
Directors
The present directors are as listed on page 3 and, unless otherwise indicated, have served throughout the period.
Directors’ and Secretary’s interests In shares
The direct and indirect interests of the directors and secretary in the share capital of the company at the beginning
and the end of the period were as follows:
Sandra Whelan
David Whelan
Séamus Larrissey
Richard Cooper
Michael Boyce
Tony Hanway
Substantial Interests
On Incorporation
31/12/2017
Ordinary
Shares
Ordinary
Shares
1
-
-
-
-
-
1
-
-
-
-
-
The only shareholder at 31 December 2017 was Sandra Whelan.
Events after the Reporting Period
On 12 March 2018 the company acquired 100% of Immersive VR Education Limited in a common control share for
share transaction. VR Education Holdings PLC was then immediately admitted to the AIM and ESM public markets
raising €6.75m before fees and expenses.
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VR EDUCATION HOLDINGS PLC
DIRECTORS' REPORT
for the Period Ended 31 December 2017
Corporate Governance
The directors are considering the impact of adopting the QCA Code of Corporate Governance and the
appropriateness of this once the Company is admitted to AIM.
Directors' Responsibilities Statement
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with
applicable Irish law and regulations.
Irish Company law requires the directors to prepare financial statements for each financial year. Under that law they
have elected to prepare the financial statements in accordance with accounting standards issued by the Financial
Reporting Council including IFRS.
Under company law, the directors must not approve the financial statements unless they are satisfied that they give a
true and fair view of the assets, liabilities and financial position of the company as at the financial year end date and
of the profit or loss of the company for the financial year and otherwise comply with the Companies Act 2014.
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 the financial statements have been prepared in accordance with applicable
accounting standards, identify those standards, and note the effect and the reasons for any
material departure; 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 ensuring that the company keeps or causes to be kept adequate accounting records
which correctly explain and record the transactions of the company, enable at any time the assets, liabilities, financial
position and profit or loss of the company to be determined with reasonable accuracy and enable them to ensure that
the financial statements and Directors’ Report comply with the Companies Act 2014 and enable the financial
statements to be audited. They are also responsible for taking such steps as are reasonably open to them to safeguard
the assets of the company and to prevent and detect fraud and other irregularities.
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VR EDUCATION HOLDINGS PLC
DIRECTORS' REPORT
for the Period Ended 31 December 2017
Accounting Records
The measures that the Directors have taken to secure compliance with the requirements of sections 281 to 285 of the
Companies Act 2014 with regard to the keeping of accounting records, include the provision of appropriate resources
to maintain adequate accounting records throughout the company, including the employment of appropriately
qualified personnel and the maintenance of computerised accounting systems.
The accounting records of the Company are held at their registered office at Unit 9, Cleaboy Business Park,
Waterford, Ireland.
Disclosure of information to the Auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any
relevant audit information and to establish that the company's auditor is aware of that information. The directors
confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
On behalf of the board
David Whelan
Director
28 June 2018
Séamus Larrissey
Director
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VR EDUCATION HOLDINGS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF VR EDUCATION HOLDINGS PLC
Opinion
We have audited the financial statements of VR Education Holdings PLC (the ‘company’) for the year ended 31
December 2017 which comprise statements such as: 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 their preparation 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 2017 and of its
results for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union;
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.
Our application of materiality
Materiality applied to the Company financial statements was £1,250. This amount represents 5% of gross assets held
at the year end. Our application was considered appropriate based on where the areas of risk arise in the Company.
We apply the concept of materiality in planning and performing our audit, and in evaluating the effect of misstatement.
At the planning stage materiality is used to determine the financial statement areas that are included
within the scope of our audit.
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VR EDUCATION HOLDINGS PLC
An overview of the scope of our audit
As part of the design of our audit, we determined materiality, as above, and addressed risks of material misstatement
in the financial statements. In particular, we look at where the Directors made subjective judgements. We also
addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified, including 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.
In our assessment of the financial statements for the period ended 31 December 2017, there were deemed to be no
key audit matters to be addressed.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information. 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.
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.
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VR EDUCATION HOLDINGS PLC
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) 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 our engagement letter dated 25
June 2018. 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.
Alistair Roberts (Registered Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
28 June 2018
1 Westferry Circus
Canary Wharf
London E14 4HD
- 12 -
Note
2017
-
-
-
-
-
-
-
-
VR EDUCATION HOLDINGS PLC
STATEMENT OF COMPREHENSIVE INCOME
for the Period Ended 31 December 2017
Revenue
Administrative Expenses
Operating Result
Finance Income/(Expense)
Result Before Taxation
Income Tax
Total Comprehensive Profit/(Loss) for the Period
Earnings per share:
Basic and diluted (€)
8
- 13 -
VR EDUCATION HOLDINGS PLC
STATEMENT OF FINANCIAL POSITION
At 31 DECEMBER 2017
ASSETS
Current Assets
Trade and other receivables
Cash and short term deposits
Total Assets
EQUITY AND LIABILITIES
Capital and Reserves
Issued share capital
Total Equity
Current Liabilities
Redeemable Shares
Total Liabilities
Total Equity and Liabilities
On behalf of the board
David Whelan
Director
28 June 2018
Note
2017
4
5
6
7
18,750
6,250
25,000
-
-
25,000
25,000
25,000
Séamus Larrissey
Director
- 14 -
VR EDUCATION HOLDINGS PLC
STATEMENT OF CHANGES IN EQUITY
for the Period Ended 31 December 2017
At incorporation on 13 October 2017
Total comprehensive income for the period ended
31 December 2017
Share capital issued net of issued costs
Attributable to Equity Shareholders
Share
Capital
€
Retained
Earnings
€
Total
€
-
-
-
-
-
-
-
-
-
-
-
-
- 15 -
VR EDUCATION HOLDINGS PLC
STATEMENT OF CASH FLOWS
for the Period Ended 31 December 2017
Cash Flows from Operating Activities
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Proceeds from issuance of redeemable shares
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of period
Note
2017
-
-
6,250
6,250
-
6,250
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VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
The Company was incorporated on 13 October 2017 as VR Education Holdings PLC in Ireland with
Registered Number 613330 under the Companies Act 2014.
The address of its registered office is Unit 9 Cleaboy Business Park, Old Kilmeaden Road, Waterford, X91 AX83,
Ireland.
2. Basis of Preparation
The Financial Information of VR Education Holdings PLC have been prepared in accordance with International
Financial Reporting Standards (IFRS) and IFRIC interpretations (IFRS IC) as issued by the International Accounting
Standards Board as adopted by the European Union and the Companies Act 2014 applicable to companies
reporting under IFRS.
The Financial Information has been prepared under the historical cost convention, as modified by the revaluation
of land and buildings, available-for-sale financial assets, and financial assets and financial liabilities (including
derivative instruments) at fair value through profit or loss.
The preparation of the Financial Statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the
statement of financial position date and the reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management’s best estimate of the amount, event or actions,
actual results ultimately may differ from those estimates.
The preparation of Financial Information in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Company’s
accounting policies.
3. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of the Financial Information are set out below.
Going Concern
The financial information is presented on the going concern basis.
The directors have a reasonable expectation that the Company has adequate resources to continue in operational
existence for the foreseeable future. As such the directors continue to adopt the going concern basis of accounting
in preparing the Financial Information.
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VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies (continued)
Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the Financial Information of the Company are measured using the currency of the primary
economic environment in which the entity operates (“functional currency”).
The Financial Information is presented in euro (€), which is the Company’s functional and presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions or valuation where items are re-measured. 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 in the income statement,
except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net
investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents
are presented in the income statement within ‘finance income or costs’. All other foreign exchange gains and
losses are presented in the income statement within Administrative Expenses.
Current versus non-current classification
The Company presents assets and liabilities in the statement of financial position based on current/non-current
classification. An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period
Or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability forat
least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in the normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period
Or
• There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period
The Company classifies all other liabilities as non-current.
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VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies (continued)
Fair value measurement
The Company measures financial instruments such as derivatives at fair value at each balance sheet date.
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 measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability
Or
• In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or
a liability is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Cash and Cash Equivalents
In the Statement of Cash Flows, cash and cash equivalents comprise cash in hand and short term deposits. Bank
overdrafts are shown within borrowings in current liabilities on the Statement of Financial Position.
Share Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds. Where the issuance of the new shares or options occurs in a subsequent period
from when the incremental costs are incurred these costs are prepaid until the issuance takes place.
Where the Company purchases its own equity share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the
Company’s equity holders, until the shares are cancelled or reissued. Where such shares are subsequently
reissued, any consideration received, net of any directly attributable incremental transaction costs and the
related income tax effects, is included in equity attributable to the Company’s equity holders.
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VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies (continued)
New standards, interpretations and amendments adopted by the Company
The Company has adopted all applicable IFRS’s in force as at 31 December 2017. At 31 December 2017, the
following new and revised IFRSs relevant to the company are issued but are not yet effective:
IFRS 9 Financial Instruments
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
IAS 7 (amendments) Disclosure of changes in liabilities arising from financing
activities
IAS 12 (amendments) Recognition of Deferred Tax Assets for Unrealised Losses
Annual Improvements to IFRSs: 2014-2016 cycle *
* Not yet endorsed for use in EU.
Effective
Date
01-Jan-18
01-Jan-18
01-Jan-19
01-Jan-17
01-Jan-17
01-Jan-17
IFRS 9 will impact the recognition, measurement and disclosures of financial instruments. The Company is
currently assessing the impact of the revisions on the Company’s financial position, a process expected to be
finalised during the year ending 31 December 2018. Until such assessment is completed it is not practical to
provide an estimate of the full effect of IFRS 9.
IFRS15 ‘Revenue from Contracts with Customers’ sets out new revenue recognition criteria that will
be applicable from 1 January 2018 and its effect is dependent on the Company generating revenue in the period.
The Company is currently in the process of assessing the impact of the implementation of this standard and
therefore the full effect of the standard has not yet been determined.
IFRS 16 ‘Leases’. IFRS 16 requires lessees to recognise a lease liability reflecting future lease p payments and a
‘right of use asset’ for virtually all lease contracts. This is effective for the period beginning on 1 June 2018, with
earlier adoption permitted if IFRS 15 ‘Revenue from contracts with customers’ is also applied. The Company has
not yet assessed the full effect of this standard.
Of the other IFRSs and IFRICs, none are expected to have a material effect on future Company financial
statements.
- 20 -
2017
18,750
18,750
2017
6,250
6,250
2017
6,250
6,250
-
6,250
Total
€
-
VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
4. Trade and Other Receivables
Other Receivables
5. Cash and short-term deposits
Cash at bank and on hand
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 31
December:
Cash at bank and on hand
Bank overdrafts
Cash and cash equivalents
6. Issued Share Capital and Premium
At Incorporation
At 31 December 2017
Number of
shares
1
1
Ordinary
Shares
€
-
Share
Premium
€
-
-
-
-
On incorporation, the Company issued 1 ordinary share of €0.001 for consideration of €0.001 cash.
7. Trade and Other Payables
Redeemable Shares
2017
25,000
25,000
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VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
8. Earnings Per Share
The calculation for earnings per share (basic and diluted) for the relevant period is based on the profit after income
tax attributable to equity Shareholder for the period from incorporation on 13 October 2017 to 31 December
2017 and is as follows:
Loss attributable to equity shareholders (€)
Weighted average number of shares
Loss per founder share (€)
-
1
-
9. Related Party Transactions
On incorporation, the company issued 1 €0.001 ordinary share to Sandra Whelan.
On 13 December 2017 Richard Cooper subscribed to €25,000 Redeemable Shares, of which €6,250 was paid up
as at 31 December 2017.
10. Ultimate Controlling Party
At 31 December 2017 the ultimate controlling party was Sandra Whelan who held the only share issued in the
company.
11. Events after the Reporting Period
On 5 March 2018 at a general board meeting of the Company shareholders voted in favour of the following:
- Acquisition of Immersive VR Education Limited in a common control share-for-share transaction
conditional upon admission of the Group on London's AiM market and Dublin's ESM market.
On 12 March 2018 the Company acquired Immersive VR Education Limited and contemporaneously listed on
London's AiM market and Dublin's ESM market. As part of the Admission process, the Group raised £6 million
before expenses, through an oversubscribed placing of 60,000,000 new ordinary shares at a placing price of 10p
each.
Acquisition of Immersive VR Education Limited
Subsequent to shareholder approval noted above, on 12 March 2018 the Company entered into a share-for-
share common control transaction with Immersive VR Education Limited ("IVRE") for the acquisition of the
entire share capital of IVRE.
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VR EDUCATION HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
11. Events after the Reporting Period (continued)
Total Consideration
Shares issued
Recognised amounts of identifiable assets acquired and liabilities assumed based on
Immersive VR Education Limited balance sheet as at 12 March 2018
Non-current assets
Property, plant & equipment
Intangible assets
Current assets
Trade & other receivables
Cash & cash equivalents
Current Liabilities
Trade & other payables
Fair value of total net assets
Shares
133,089,740
€
51,796
504,487
556,283
198,645
107,643
306,288
515,273
515,273
347,298
- 23 -