Regulatory News

30 Aug, 2024 09:00 30 Aug, 2024 09:01

Half-year Report

RNS Number : 2179C

Sivota PLC

30 August 2024

SIVOTA PLC

("Sivota," or "the Company")

HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

Sivota, the London-listed investment vehicle focused on later-stage Israeli technology companies, announces its results for the six months ended 30 June 2024 ("H1 2024").

Key financial highlights for the six months ended 30 June 2024:

o Net loss from continuing operations of $368,000 (H1 2023: $328,000)

o Net loss from discontinued operation of $6.0 million

o Cash as at 30 June 2024 of $142,000 (31 December 2023: $969,000)

o No debt as at 30 June 2024 (31 December 2023: $1.6 million).

Apester Ltd ("Apester")

As previously announced, at the end of June 2024, Sivota was informed by the board of Apester, its majority-owned subsidiary in Israel, that due to a deterioration in trading performance, it can no longer proceed as a going concern. Following legal advice Apester filed (the 'filing decision') for bankruptcy in the court of Tel Aviv.

Following the filing decision, the Company now presents Apester as a discontinued activity and recorded a loss of $830,000 from discontinued operations for the first six months of 2024.

At this time, Sivota cannot assess what, if any, recovery it will make in respect of its investment in Apester, although any recovery is likely to be minimal. As a result, the Company has recorded a loss from impairment of Apester's net assets in the amount of $5.2 million.

Termination of transaction negotiations

In May 2024 Sivota announced that negotiations for investment in a leading online technology platform operating across the travel sector, have been terminated. The Company remains committed to exploring further M&A activity and is evaluating its pipeline of opportunities.

Current trading and going concern

The Company continues to evaluate investment opportunities but will need to raise further debt or equity finance to fund its current business development pipeline. During 2024, the Company is expected to generate further losses from operations, which will be expressed in negative cash flows from operating activity. While the directors believe they will be able to raise the additional finance required, this is not guaranteed and hence, there is a material uncertainty with respect of the Company's going concern.

As of the signing of this report, the Company is a cash shell, and therefore there are no material effects of assuming a going-concern basis of accounting in preparing the financial statements.

Ziv Ben-Barouch, Chief Executive Officer of Sivota, commented:

"Despite announcing the filing decision of Apester and the termination of transaction negotiations with the online technology platform, we remain encouraged with our current pipeline and initial state of negotiations with potential prospects and remain confident at least one of these prospects will advance to signing a term sheet.

As funding within the technology sector remain challenging, we believe Sivota is well placed to benefit from opportunities it pursues. The board and management remain committed to securing new investment prospects and executing the company's strategy."

For further information, please visit www.sivotacapital.com or contact:

Sivota PLC

Tim Weller, Non-Executive Chairman

Ziv Ben-Barouch, Chief Executive Officer

via Vigo Consulting

Canaccord Genuity Limited

Bobbie Hilliam

+ 44 (0) 20 7523 8000

Vigo Consulting

Jeremy Garcia

+ 44 (0)20 7390 0230

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Financial Review

Cash flow and net debt

The Company's cash balance as at 30 June 2023 was $142,000 compared to $969,000 as at 31 December 2023. As a result of Apester's disposal there was no debt as at 30 June 2024, compared to net debt of $1.6 million as at 31 December 2023.

Operation results

The Company's ongoing operations resulted in a loss of $368,000 in the six months ended 30 June 2024, compared to the loss of $328,000 in the same period in 2023.

The company's discontinued operation resulted in a loss of $6.0 million.

Current trading and outlook

The Company continues to evaluate investment opportunities.

Risk and uncertainties

The Company operates in an uncertain environment and is subject to several risk factors. The Directors have assessed the principal risks facing the Company, including those that threaten its business model, future performance, solvency, or liquidity.

The Company continues to monitor the principal risks and uncertainties to ensure that any emerging risks are identified, managed, and mitigated.

Financing

The Company intends to acquire further businesses, so it will need to raise further funds, although the war in Israel, as described below, may adversely affect the company's ability to raise additional funds.

Difficulties in acquiring suitable targets

The Company's strategy and future success are dependent to a significant extent on its ability to identify sufficient suitable acquisition opportunities and to execute these transactions on terms consistent with its strategy. If the Company cannot identify suitable acquisitions or execute any such transactions successfully, this will adversely affect its financial and operational performance.

Security, political and economic instability in Israel and the Middle East

Sivota seeks target companies based in Israel. Therefore, security, political, and economic conditions in the Middle East, particularly in Israel, may affect the Group's business directly.

The intensity and duration of Israel's ongoing war against Hamas is difficult to predict. While the operations and business of the target companies are not materially impacted by the ongoing war to date, future disruptions could materially adversely affect their business as a direct result of employees located in Israel called for reserve duty or of third parties boycotting business with Israeli companies as a political step.

Taxation

The Group will be subject to taxation in several different jurisdictions, and adverse changes to the taxation laws of such jurisdictions could negatively affect its profitability.

Statement of directors' responsibilities in respect of the interim results

The Directors being Tim Weller (Chairman), Ziv Ben-Barouch (CEO), and Neil Jones (Non-Executive) confirm that the set of interim financial statements has been prepared in accordance with International Accounting Standard 34 "interim financial reporting", and that interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely an indication of important events that have occurred during the six months period ended 30 June 2024; and material related party transactions in the six months ended 30 June 2024.

SIVOTA PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

U.S. dollars in thousands

A close-up of a report Description automatically generated

The accompanying notes are an integral part of the condensed consolidated financial statements.

The condensed consolidated financial statements on page 5 to 14 were authorised for issue by the board of directors on 30 August 2024 and were signed on its behalf by Ziv Ben-Barouch.

Ziv Ben-Barouch, CEO,

30 August 2024

SIVOTA PLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

	As at 30 June 2024	As at 31 December 2023
	Unaudited	Audited
ASSETS
Non-current assets
Intangible assets, net	-	5,200
Property and equipment, net	1	15
Total non-current assets	1	5,215
Current assets
Trade receivables	-	1,084
Other receivables	29	249
Cash and cash equivalents	142	969
Total current assets	171	2,302
Total assets	172	7,517
EQUITY AND LIABILITIES
Equity
Ordinary share capital	157	157
Deferred shares	65	65
Capital reserve from transactions with non-controlling interests	-	(426)
Share premium	15,139	15,139
Accumulated losses	(15,597)	(12,020)
Total equity attributable to the owners	(236)	2,915
Non-controlling interests	-	1,203
Total equity	(236)	4,118
Current liabilities
Current maturity of long-term loan from related party	-	727
Trade payables	46	1,047
Other payables	362	796
Total current liabilities	408	2,570
Non-current liabilities
Long-term loan from related party	-	829
Total non-current liabilities	-	829
Total equity and liabilities	172	7,517

The accompanying notes are an integral part of the condensed consolidated financial statements.

SIVOTA PLC

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

U.S. dollars in thousands

	Ordinary Share capital	Deferred Shares	Share Premium	Capital reserve from transactions with non-controlling interests	Accumulated losses	Total equity attributable to the owners	Non-controlling interests	Total equity
	Unaudited
For the six months ended 30 June 2024:

Balance as at 1 January 2024	157	65	15,139	(426)	(12,020)	2,915	1,203	4,118

Net loss	-	-	-	-	(3,577)	(3,577)	(2,832)	(6,409)
Net comprehensive loss	-	-	-		(3,577)	(3,577)	(2,832)	(6,409)

Transactions with owners:
Disposal of subsidiary - see Note 4	-	-	-	426	-	426	1,629	2,055
Total transactions with the owners	-	-	-	426	-	426	1,629	2,055

Balance as at 30 June 2024	157	65	15,139	-	(15,597)	(236)	-	(236)

The accompanying notes are an integral part of the condensed consolidated financial statements.

SIVOTA PLC

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

U.S. dollars in thousands

	Ordinary Share capital	Deferred Shares	Share Premium	Capital reserve from transactions with non-controlling interests	Accumulated losses	Total equity attributable to the owners	Non-controlling interests	Total equity
	Unaudited
For the six months ended 30 June 2023:

Balance as at 1 January 2023	157	65	15,139	(413)	(3,697)	11,251	5,141	16,392

Net loss	-	-	-	-	(1,796)	(1,796)	(1,423)	(3,219)
Net comprehensive loss	-	-	-		(1,796)	(1,796)	(1,423)	(3,219)

Transactions with owners:
Transactions with non-controlling interests	-	-	-	-	-	-	3	3
Share-based compensation by subsidiary	-	-	-	-	-	-	197	197
Total transactions with the owners	-	-	-	-	-	-	200	200

Balance as at 30 June 2023	157	65	15,139	(413)	(5,493)	9,455	3,918	13,373

The accompanying notes are an integral part of the condensed consolidated financial statements.

SIVOTA PLC

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

U.S. dollars in thousands

A close-up of a report Description automatically generated

The accompanying notes are an integral part of the condensed consolidated financial statements.

SIVOTA PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

	Six months ended 30 June		For year ended 31 December
	2024	2023	2023
	Unaudited		Audited
Cash flows from operating activities
Net loss	(6,409)	(3,219)	(12,324)
Adjustments for:
Depreciation and amortisation	-	819	1,646
Loss on impairment subsidiary's net assets - see Note 4	5,211	-	7,123
Share-based compensation by subsidiary	-	197	44
Financial expenses, net	98	127	241
Working capital adjustments:
Decrease in trade receivables	457	1,245	1,383
Decrease in other receivables	4	178	150
Decrease in trade and other payables	(7)	(1,300)	(1,648)
Decrease in long term employee benefits	-	(12)	(12)
Net from operating activities	(646)	(1,965)	(3,397)
Cash flows from investing activities
Net cash of subsidiary that ceased to be consolidated	(178)	-	-
Proceeds from sale of equipment	-	6	-
Net cash from (for) investing activities	(178)	6	-

Cash flows from financing activities
Exercise of subsidiary's options	-	3	6
Net cash from financing activities	-	3	6

Net change in cash and cash equivalents	(824)	(1,956)	(3,391)
Effect of foreign exchange rate changes	(3)	(66)	(79)
Cash and cash equivalents at beginning of period	969	4,439	4,439
Cash and cash equivalents at end of period	142	2,417	969

The accompanying notes are an integral part of the condensed consolidated financial statements.

SIVOTA PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

1. General information

The Company is a public limited company incorporated and registered in England and Wales on 22 September 2020, with registered company number 12897590. Its registered office is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF.

In July 2021, the Company completed a placing and listed on the Main Market (Standard Segment) of the London Stock Exchange ("LSE").

In December 2021, the Company announced that it had entered into a non-binding term sheet with Apester. As a result, the Company's shares were suspended pending the completion of the transaction and the publication of the prospectus regarding its enlarged group. On 12 May 2022, the Company completed the acquisition, published the prospectus in September 2022, and completed its readmission to the LSE.

The cash consideration for the Acquisition was funded through a $14.2 million (gross) placing and direct subscription of 11,500,000 new ordinary shares of Sivota of one pence each.

In July 2024 the Company announced Apester's filing decision, as detailed in Note 4.

2. Definitions

In these financial statements:

The Company	-	Sivota PLC
The Group	-	The Company and its consolidated subsidiaries
Subsidiaries	-	Entities that are controlled (as defined in IFRS 10) by the Company and whose accounts are consolidated with those of the Company.
Dollar/USD	-	U.S. dollar/"$"

3. Significant accounting policies

The following accounting policies have been applied consistently in the financial statements for all periods presented unless otherwise stated.

a. Basis of accounting

The Group Financial Statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the UK Companies Act 2006.

The interim condensed consolidated financial statements for the six months ended 30 June 2024 have been prepared in accordance with IAS 34, Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's financial statements as at 31 December 2023.

SIVOTA PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

Going concern

The Company projects that it will need to raise further debt or equity finance to fund the planned business development. During 2024, the company is expected to generate further losses from operations, which will be expressed in negative cash flows from operating activity. Hence, the continuation of the Company's operations depends on raising the required financing resources or reaching profitability, which are not guaranteed at this point.

While the directors believe they will be able to raise the additional finance required, this is not guaranteed and hence, there is a material uncertainty with respect of going concern.

As of the signing of this report, the company is a cash shell, and therefore there are no material effects of assuming a going-concern basis of accounting in preparing the financial statements.

b. Standards and interpretations issued but not yet applied

There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2024 that had a significant effect on the Company's Financial Statements.

At the date of authorisation of these Financial Statements, a number of amendments to existing standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective for the year presented. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Company in future periods.

4. Discontinued operation.

In June 2024, Sivota was informed by the board of Apester, its majority-owned subsidiary in Israel, that due to a deterioration in trading performance, it can no longer proceed as a going concern, and following legal advice, Apester has taken the decision to file for bankruptcy (the "filing decision"). Following the filing decision, Apester filed for bankruptcy in the court of Tel Aviv. At this point, Sivota cannot assess what recovery it will make in respect of its investment in Apester, but that recovery is not expected to be material.

Following the filing decision, the Company stopped Apester's consolidation at the end of June and wrote off its investment in Apester to zero. As a result, the Company recorded Apester's loss in H1 2024 as a loss from discontinued operation along with a loss on the impairment of Apester's net assets:

SIVOTA PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

	Six months ended 30 June		For the year ended 31 December
	2024	2023	2023
	Unaudited		Audited
Revenues	1,557	3,129	5,622
Expenses	2,387	6,020	10,074
Loss before taxes	(830)	(2,891)	(4,452)

Taxes on income	-	-	(3)
Net loss after taxes	(830)	(2,891)	(4,455)
Net assets impairment loss	(5,211)	-	(7,123)
Loss from discontinued operation	(6,041)	(2,891)	(11,578)

Cash flow used in discontinued operation:

Net cash flow used in operating activities	(276)	(1,613)	(2,821)
Net cash flow from investing activities	-	6	-
Net cash flow from financing activities	-	3	6
Net decrease in cash	(276)	(1,604)	(2,815)

Loss from discontinued operation:

5. Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

Loss per share for loss from continuing operations:

	Six months ended 30 June		The year ended 31 December
	2024	2023	2023
	Unaudited	Unaudited	Audited
Loss for the period attributable to the equity holders of the Company	(368)	(328)	(746)

Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share	12,585,000	12,585,000	12,585,000

Basic and diluted loss per share - U.S. dollars	(0.03)	(0.03)	(0.06)

SIVOTA PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

Loss per share for total loss:

	Six months ended 30 June		The year ended 31 December
	2024	2023	2023
	Unaudited	Unaudited	Audited
Loss for the period attributable to the equity holders of the Company	(3,577)	(1,796)	(8,323)

Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share	12,585,000	12,585,000	12,585,000

Basic and diluted loss per share - U.S. dollars	(0.28)	(0.14)	(0.66)

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