BiON : Interim 2023 Results 31.01.23

31 January 2023

BiON plc

("BiON" or the "Company")

Interim Results

BiON (AIM: BION), an AIM Rule 15 cash shell, announces its unaudited interim results for the six months ended 31 October 2022.

Due to the Company changing its financial year end, as announced on 5 October 2022, the comparative period represents the six months from 1 January 2021 to 30 June 2021 ("H1 2021").

Summary

• During the period, the Company operated as an AIM Rule 15 cash shell
• The Company actively sought a suitable reverse candidate and assessed various business opportunities
• As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022
• From the suspension date, BiON has six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled
• As at 31 October 2022, BiON had cash and cash equivalents of £480 thousand (30 April 2022: £1
  thousand; 30 June 2021: £179 thousand)*

• Following becoming an AIM Rule 15 cash shell, the Company has, from 1 May 2022, adopted Pound Sterling (GBP) as its functional presentational currency. Accordingly, the results for the previous periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021). See the Financial Review for further details.

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

Enquiries:
BiON plc
c/o Gracechurch Group	[phone]
Beaumont Cornish Limited (Nominated Adviser)
Roland Cornish, Asia Szusciak	[phone]
Optiva Securities Limited (Broker)
Vishal Balasingham	[phone]
Gracechurch Group (Financial PR Adviser)
Claire Norbury	[phone]

Strategic Report

Overview

The Company is an AIM Rule 15 cash shell whose principal activity is to identify potential acquisition opportunities. The Company's strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors will consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.

During the period under review, the Company actively sought a suitable reverse candidate and assessed various business opportunities. As a result of not completing a reverse takeover by 20 October 2022 (being six months from the date the Company became an AIM Rule 15 cash shell), trading on AIM in the Company's ordinary shares was suspended on 20 October 2022.

Outlook

Since period end, the Company has been active in its search for acquisition opportunities and is reviewing a number of potential candidates. BiON has six months from 20 October 2022 to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

The Company will update the market as appropriate.

Financial Review

This report covers the six months ended 31 October 2022. As noted, due to the Company changing its financial year end, the comparative period represents the six months from 1 January 2021 to 30 June 2021.

Change in functional and presentational currency

Prior to becoming an AIM Rule 15 cash shell, the Company's operating entity, BiON Ventures Sdn Bhd ("BVSB"), transacted primarily in Malaysian Ringgit (MYR) and, accordingly, its functional and presentational currency was MYR. Following the disposal of BVSB and becoming an AIM Rule 15 cash shell, the Company incurs costs in Pound Sterling (GBP), which are of an administrative and professional fee nature. As a result, the Company adopted, from 1 May 2022, GBP as its functional and presentational currency. The results for the prior periods have been restated in GBP based on the prevailing foreign exchange rate as at the balance sheet date (30 April 2022 and 30 June 2021) and average rate for the six-month period for the H1 2021 income statement (1 January 2021 to 30 June 2021).

Results summary

£000's	Six months to 31 October 2022	Six months to 30 June 2021
	(Unaudited)	(Unaudited)
Revenue	-	98
Operating expenses	(99)	(898)
Loss before tax	(99)	(1,671)
Loss per share	(0.00023)	(0.0039)

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The results reflect the six months to 31 October 2022 being a period when the Company was a cash shell, having disposed of its operating entity on 19 April 2022. As noted above, the operating expenses incurred during the period consist primarily of administrative and professional fees.

Cash flow and funds

Net cash used in operating activities was £479 thousand (H1 2021: £796 thousand). Cash and cash

equivalents at 31 October 2022 was £480 thousand (30 April 2022: £1 thousand; 30 June 2021: £179 thousand).

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		31.10.2022	30.06.2021	30.04.2022
		£'000		£'000			£'000
		unaudited		unaudited			audited
ASSETS
NON-CURRENT ASSETS
Intangible assets	-	121	-
Property, plant and equipment	-	15,969	-
Right-of-use assets	-		827		-
Total non-current assets	-	16,917			-
CURRENT ASSETS
Trade and other receivables	19	1,937	1,001
Amounts due from related parties	-	526	-
Cash and cash equivalents	480		179		1
Total current assets	499		2,642			1,002
Total assets	499	19,559	1,002
EQUITY
Stated capital	13,701	12,073	13,701
Foreign translation reserve	(42)	(463)	(42)
Retained loss	(13,469)	(23,306)	(13,370)
Merger reserve	-		(700)		-
Total shareholders' equity	190	(12,396)			289
Non-controlling interests	-		25		-
Total equity	190	(12,371)			289
CURRENT LIABILITIES
Trade and other payables	126	19,964	570
Lease liabilities	-	84	-
Short-term borrowings	35	450	-
Income tax liabilities	-		248		-
Total current liabilities	161	20,746	570
NON-CURRENT LIABILITY
Government grants deferred income	-	13	-
Long-term borrowings	-	9,854	-
Lease liabilities	-	978	-
Amounts due to directors	148	325	143
Deferred taxation	-		14		-
Total non-current liabilities	148	11,184			143
Total liabilities	309		31,930		713
Total liabilities and equity	499	19,559			1,002

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CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

		PERIOD		PERIOD
		ENDED		ENDED
		31.10.2022	30.06.2021
		£'000	£'000
		unaudited		unaudited
Revenue	-	98
Cost of sales	-		(738)
Gross (loss)/profit	-	(640)
Other income		36
Less: operating expenses
Administrative expenses	(99)		(898)
Operating loss	(99)	(1,502)
Finance income	-	228
Finance costs	-		(397)
Loss before taxation	(99)	(1,671)
Income tax expense	-		-
Loss for the year	(99)	(1,671)
Other comprehensive loss
Exchange difference on translation of foreign operations	-		(14)
Total comprehensive loss	(99)	(1,685)
Loss per share:
Basic (RM)	(0.00023)	(0.0039)
Diluted (RM)	(0.00023)	(0.0039)

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