NAPS.L

Napster Group PLC
Napster Group PLC - Half-year Report
30th September 2021, 06:00
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RNS Number : 4382N
Napster Group PLC
30 September 2021
 

The information contained within this announcement is deemed by the Company to constitute inside information

stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via

the Regulatory Information Service, this inside information is now considered to be in the public domain.

For Immediate Release                                                                                                                      30 September 2021

Napster Group PLC (formerly Melody VR Group PLC)

('NAPS' or the 'Company')

Half-yearly Results

Napster Group PLC (AIM: NAPS), a leading music company and operator of the MelodyVR and Napster platforms, is pleased to announce its Half-yearly Results for the period 29 December 2020 to 30 June 2021.

 

Financial Highlights

·       Revenues of £32.9m for the half year, up from £0.2m on H1 2020;

 

·       Adjusted Operating Loss of £8.1m (H1 2020 Loss £9.4m);

 

·       Annualised integration savings of $5.7m secured during H1 2021;

 

·       Monthly global streams increased by 18% on H1 2020;

 

·       On 8 February 2021, the Company secured £6.48m investment from Nice & Green S.A, a Swiss investment firm and a further £1.6m via open offer on the PrimaryBid.com platform. In April 2021, Nice and Green's investment increased to £8.0m;

 

Commercial Highlights

·       On 2 February 2021, the Company announced the extension of its platform services agreement with SONOS to 14 new territories;

 

·       On 5 February 2021, the Company launched its exclusive 5G music partnership with Singtel, Asia's leading communications technology company;

 

·       On 8 March 2021, the Company changed its name to Napster Group PLC;

 

·       On 13 March 2021, the Company appointed Emmy Lovell, ex Executive President of WEA Europe as Chief Strategy Officer;

 

·       On 14 April 2021, the Company entered in to an exclusive 12-month partnership with NOS, one of Portugal's largest mobile operators;

 

·       On 10 June 2021, the Company announced the expansion of its partnership with SONOS Radio HD into five new territories;

 

- Ends -

Napster Group PLC

Anthony Matchett, CEO                                                                                                                   email@napster.group           


finnCap Limited: Nominated Adviser and Broker

Corporate Finance: Marc Milmo, James Thompson, Milesh Hindocha                         Tel:44 (0) 20 7614 5900

 

ECM: Tim Redfern, Sunila de Silva

 

Equitory (Investor Relations)                                                                                                   napster@equitory.com 

Clara Melia, Geoff Callow                                                                                                                                  


Chief Executive's Statement

I am pleased to report our results for the period 29 December 2020 to 30 June 2021 (the "Period") which for the first time reflect the activities of the enlarged group, incorporating the activities of the Napster business which was acquired on 28 December 2020.

 

Our vision for the enlarged group is to create the music platform of the future, serving music fans all over the world with the broadest range of music content, available in multiple formats and across multiple connected devices. Our ability to offer high-definition music streaming, curated radio and playlisting, short form video series, long-form video such as documentaries and films, as well as exclusive immersive audio-visual experiences and live events will provide for a content focused acquisition strategy with an owned and operated proprietary technology platform enabling a new era in music content consumption.

 

The development of our new platform has been one of the key areas of focus for the Company since the acquisition of the Napster business. This focus is well illustrated by the fact that as we move in to Q4, nearly 65% of our staff are involved in the development of our new platform with its enhanced offering, and we anticipate this resource to continue to expand until launch in early 2022. The funding initiatives secured at the start of the year have allowed us to further strengthen our balance sheet and supplement our development efforts. Both Davis Capital and Nice & Green, two material sources of finance and two of our most significant shareholders have shown invaluable support and belief in our vision for the future of music.

 

During the period we have also made some key hires, notable amongst these being Emmy Lovell, a seasoned music industry executive leader who joins us from Warner Music Group as Chief Strategy Officer, having developed digital promotions for artists including Kylie Minogue and The Chemical Brothers, as well as leading campaigns for the major artists including Gorillaz, Deadmau5, Danger Mouse and Tinie Tempah. In addition, Mark Kortekaas, a veteran of more than 30 years in digital media having formerly served as CTO of Univision and prior to that General Manager for the BBC's Online Technology Group joins us as Chief Technology Officer. Mark leads the technical creation of our new service, which will provide us with the ability to monetise our extensive content via multiple tiered subscription packages, live ticketed events and, in time, traditional merchandising sales. We believe the combination of our platform technology, unique immersive content, curation and monetisation will provide for unrivalled appeal and herald a new era of growth.

 

We have continued to refine our launch and content strategy with a significant program of market research and testing which underpin our assumptions and aspirations for 2022 and beyond.  As we approach Q4, we have now completed the rebranding of our business which features throughout the user journey within our new music platform. In preparation for launch we have been able to share our vision of the future with many of our strategic partners who for the first time have been able to see visuals and "mockups" of the new combined App in advance of our beta launch. We expect the App to be available for preview by our partners next month.

 

The 5G roll out across the globe provides the opportunity for mobile operators to showcase their high-speed technology and for us to work with key strategic partners that have significant consumer followings. To date we have engaged with more than 20 mobile operators across 5 continents, as we seek to lay solid foundations for the Company so as to maximise potential consumer engagement at the time of our forthcoming launch. These partnerships will accelerate awareness and provide a catalyst for consumer growth.

 

As a business with annual revenues approaching $100m and a loyal subscriber base spread across 33 territories, the new music service that we are developing seeks to attract new users whilst preserving the existing subscriber base. Over the course of the first half of the current financial year, we have seen our monthly global streams increase by 18% per user and with an average customer lifetime exceeding 5 years, the preservation of our existing user base is important to us.

 

Despite this progress, our shareholders have experienced erosion in the value of their holding. We are committed to delivering long term shareholder value and to securing a valuation more appropriate to the scale of our operations, our revenues and the opportunity that stands before us. Our major stakeholders which include rightsholders, investors, artists, consumers and a growing employee base are now predominantly concentrated in the US. As a largely US centric business, we now believe that the interests of our shareholders would be better served by securing a listing in the US and accessing a valuation more aligned to the metrics which have been attributed to some of our music competitors and peers. We are therefore in the process of exploring the possible options available to the Board to deliver a listing in the US. Shareholders will be kept informed of any developments in this regard.

 



 

Principal Risks and Uncertainties

The success of our business is dependent upon the launch of our new music platform and its appeal to both consumers and partners throughout the various territories in which we operate. Our new platform will provide access to a broad range of music content including our immersive VR and 2D 360 content library and access to live ticketed events. This aspect will differentiate our service from all other music streaming services and the resumption of mass attended events and artist performances is essential if we are to generate new and exciting content for our platform. For the optimum user experience access to the full suite of platform content will require an uninterrupted high-speed internet connection through which to upload our content. For this we are dependent on the continued roll out of by the mobile operators of 5G technology, where increased bandwidth will facilitate heightened engagement for the billions of smartphone users on the move. Our proven ability to monetise our live and immersive content as demonstrated at the end of last year with Liam Gallagher in combination with our core streaming platform will provide for a peerless service to excite both music fans and shareholders alike.

 

Results

The results for the Group reflect the performance of the enlarged Napster Group for the period 29 December 2020 to 30 June 2021, and as such incorporate the consolidated activities of the Napster business for the first time.

 

During the Period the Group reported revenues of £32.9m, increasing from £0.2m in the period to 30 June 2020. After cost of sales comprising payments to rights holders and content capture and creation costs, the Group reported a gross profit of £8.3m (2020 : loss of £(1.1)m).

 

Adjusted Operating Loss before non-recurring and non-cash items totaled £(8.1)m  compared with the previous year's first half result of £(9.4m).

 

Cost control is a key operational focus particularly during this pre-launch period when development resourcing is at its height. Integration of all business functions is now complete with the integration process delivering annualized saving of approximately $5.7m, primarily from a reduction in our work force in areas where functions overlapped. An efficient process of cash collection has been key in managing our working capital requirements and we are pleased to report a debtor day figure of 52 days (2020 : 66 days)

 

Cash on hand at the end of June 2021 totaled £9.7m (2020 : £2.6m). On 20 December 2020, the Company announced that it had entered into a US$25 million secured loan facility arrangement with Davis Capital Partners LLC an investment company and significant shareholder owned by Lanse Davis, one of the Company's non-executive Directors.  At the half year US$15 million of the loan had been drawn down.

 

In addition, on February 2021, the Company entered in to an £8.0m convertible loan note facility with Nice & Green S.A a Swiss Investment firm, all of which had been advanced by the end of the half year.

 

At 30 June 2021, the Group's net assets totaled £18.6m (2020 : £12.2.m).

 

Outlook

With the technical development of our music platform at an advanced stage and discussions with key strategic partners progressing to a stage of commercial substance, we are confident that our technology will provide us with the ability to scale and that the launch of our new music service will set new standards for content and the way in which it is delivered. As set out above, we are committed to delivering shareholder value and believe that securing a US listing will enable the Group to secure an appropriate valuation that is consistent with our industry peers. With new 5G mobile networks providing the conduit for content delivery, we will be able to provide an unrivalled mobile experience for music fans around the world.  We have a committed and capable leadership team supported by staff drawn from all corners of the music and digital industry. I would like to thank all of our team for their commitment, energy and vision and I look forward to the second half of the year and the planned launch of our new platform with great anticipation. 

 

 





 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR NAPSTER GROUP PLC

for the period 29 December 2020 to 30 June 2021

 


Notes

Unaudited

29 December 2020 to

30 June 2021


Unaudited

six months to

30 June 2020


Audited

year to

28 December 2020

£

£

£

Revenue


32,907,681


189,932


987,726

Cost of Sales


(24,562,085)


(1,283,116)


(5,562,891)

Gross Profit/(Loss)


8,345,596


(1,093,184)


(4,575,165)

Administrative expenses


(22,127,504)


(9,391,361)


(21,451,129)

 

 

OPERATING LOSS

(13,781,908)


(10,484,545)


(26,026,294)

Operating loss before non-recurring and non-cash items

(8,116,668)


(9,353,223)


(23,618,216)

Transaction fees

(1,285,000)


-


-

Depreciation, Amortisation and Impairment

(3,656,641)


(1,002,638)


(2,272,386)

Gain on disposal of non-current assets

5,369


-


-

Share based payments

(728,968)


(128,684)


(135,622)

OPERATING LOSS

(13,781,908)


(10,484,545)


(26,026,294)

 

Finance income


725,984


21,204


29,597

Finance costs


(1,102,520)


(15,726)


(67,990)

Foreign exchange loss


(1,326,578)


(262,333)


(749,808)

LOSS FOR THE PERIOD BEFORE TAXATION


(15,485,022)


(10,741,400)


(26,814,495)

Taxation


805,399


-


4,377,298








NET LOSS AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD


(14,679,623)


(10,741,400)


(22,437,197)

Attributable to:

Owners of the Company


(14,679,623)


(10,741,400)


(22,437,197)















Loss per share







Basic and Diluted from Continuing Operations

(0.56)p


(0.68)p


(1.3p)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR NAPSTER GROUP PLC

for the period 29 December 2020 to 30 June 2021 (unaudited)


Share capital

Share premium

Merger Relief Reserve

Share Option Reserve

Retained Losses

Reverse Takeover Reserve

Non-Controlling Interest

Currency Translation Reserve

Total Equity

£

£

£

£

£

£

£

£

£










Balance at 1 July 2020

17,806,119

47,599,443

486,611

2,546,427

(45,983,990)

(10,002,543)

(44,990)

(169,123)

12,237,954











Share issue

3,243,085

7,622,259

-

-

-

-

-

-

10,865,344

Grant of share options/warrants

177,505

30,975

-

6,936

-

-

-

-

215,416

Loss for the year

-

-

-

-

(11,695,797)

-

-

-

(11,695,797)

Other comprehensive income:










Currency transaction reserve

-

-

-

-

-

-

-

447,155

447,155











Balance at 28 December 2020

21,226,709

55,252,677

486,611

2,553,363

(57,679,787)

(10,002,543)

(44,990)

278,032

12,070,072











Share issue

6,990,995

12,131,399

-

-

-

-

-

-

19,122,394

Grant of share options/warrants

-

-

-

728,968

-

-

-

-

728,968

Loss for the year

-

-

-

-

(14,679,623)

-

-

-

(14,679,623)

Other comprehensive income:










Currency transaction reserve

-

-

-

-

-

-

-

1,335,747

1,335,747

Balance at 30 June 2021

28,217,704

67,384,076

486,611

3,282,331

(72,359,410)

(10,002,543)

(44,990)

1,613,779

18,577,558


 


CONSOLIDATED STATEMENT OF FINANCIAL POSISITON FOR NAPSTER GROUP PLC

as at 30 June 2021

 

 


Notes


Unaudited

As at

30 June 2021


Unaudited

As at

30 June 2020


Audited

As at

28 December 2020

£

£

£

ASSETS








NON CURRENT ASSETS








Property, plant and equipment


4

1,743,577


1,082,766


1,019,662

Right of Use Assets


5

1,623,203


620,369


1,498,740

Financial Assets



-


258,107


243,809

Goodwill


6

13,049,140


-


603,476

Intangible assets


6

34,404,932


3,800,128


811,737

TOTAL NON-CURRENT ASSETS



50,820,852


5,761,371


4,177,424









CURRENT ASSETS








Inventories



-


368,025


-

Trade and other receivables



18,086,900


5,101,554


16,359,041

Cash and cash equivalents



9,699,987


5,320,925


2,622,526

TOTAL CURRENT ASSETS



27,786,887


10,790,504


18,157,991









TOTAL AS890SETS



78,607,739


16,551,874


23,158,991









CURRENT LIABILITIES








Trade and other payables



(42,967,207)


(3,682,997)


(5,156,790)

Borrowings


8

(15,221,986)


-


(4,317,451)

Lease liabilities



(712,650)


(368,928)


(644,018)

TOTAL CURRENT LIABILITIES



(58,901,843)


(4,051,925)


(10,118,259)









NON-CURRENT LIABILIITES








Lease liabilities



(1,128,338)


(261,995)


(970,660)









NET ASSETS



18,557,558


12,237,954


12,070,072









EQUITY








Share capital


9

28,217,704


17,806,119


21,226,709

Share Premium Reserve



67,384,076


47,599,443


55,252,677

Retained Losses



(72,359,410)


(45,983,990)


(57,679,787)

Share Option Reserve



3,282,331


2,546,427


2,553,363

Merger Relief Reserve



486,611


486,611


486,611

Non-controlling Interests



(44,990)


(44,990)


(44,990)

Currency Translation Reserve



1,613,779


(169,123)


278,032

Reverse Takeover Reserve



(10,002,543)


(10,002,543)


(10,002,543)









TOTAL EQUITY



18,557,558


12,237,954


12,070,072

 

 

CONSOLIDATED CASH FLOW STATEMENT FOR NAPSTER GROUP PLC

for the period 29 December 2020 to 30 June 2021



Unaudited

29 December 2020 to

30 June 2021


Unaudited

six months to

30 June 2020


£

£

£

Loss for the period before taxation



(15,485,022)


(10,741,400)


(26,814,495)









Adjustments for:







R&D taxation credits



-


-


Depreciation of tangible assets



388,749


359,411


Amortisation of intangible assets



2,783,968


522,036


Depreciation of right-of-use assets



483,926


121,192


(Gain)/loss on disposal of intangible assets



(5,369)


-


Share based payment expense



728,968


128,684


Other non-cash movements



1,469,873


-


Decrease in inventories



-


3,851


Decrease/(increase) in trade and other receivables



11,541,483


(1,718,735)


(Decrease)/increase in trade and other payables



(15,223,439)


2,539,686


4,013,479

Net cash outflow from operating activities



(13,316,863)


(8,785,275)


(28,263,150)









Investing activities:







Purchase of property, plant and equipment



(949,551)


(628,449)


Proceeds on sale of property, plant and equipment



103,144


-


Investment in intangible assets



-


(1,675,114)


Acquisition of a subsidiary net of cash acquired



(1,938,867)


-










Net cash generated used in investing activities



(2,785,274)


(2,303,563)


(1,216,595)









Financing activities:







Proceeds from share issues net costs



6,682,394


9,795,964


Proceeds from the exercise of warrants



-


133,519


Repayment of lease liabilities



(365,762)


-


Prepayment of borrowings



(3,781,330)


-


Proceeds from borrowings



18,732,183


-


4,317,451

Net cash generated from financing activities



21,267,485


9,929,483


25,320,758









Increase/(decrease) in cash and cash equivalents



5,165,348


(1,159,355)


Effect of changes in foreign exchange



1,912,113


(315,061)









Cash and cash equivalents brought forward



2,622,526


6,795,341










Cash and cash equivalents carried forward



9,699,987


5,320,295


2,622,526

 

 

 

 

 

 



 

NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR NAPSTER GROUP PLC

for the period 29 December 2020 to 30 June 2021


1.     Basis of preparation of interim financial information

 

The consolidated interim financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as endorsed by the European Union ("IFRS") and expected to be effective for the year ended 31 December 2021.

 

The consolidated interim financial statements are unaudited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 28 December 2020, prepared in accordance with IFRS, have been filed with the Registrar of Companies. The Auditors' Report on these accounts was unqualified, did not include any matters to which the Auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.

 

The consolidated interim financial statements are for the period 29 December 2020 to 30 June 2021.

The consolidated interim financial information does not include all the information and disclosures required in the annual financial statements and should be read                in conjunction with the group's annual financial statements for the year ended 28 December 2020, which were prepared in accordance with IFRS.

Going Concern

The executive management has prepared detailed cash flow forecasts for the Board.  The Directors believe that the launch of the Group's new music platform will provide a catalyst for both subscription and revenue growth, but that over the course of the short to medium term prior to launch, it will place reliance on a number of its strategic stakeholders including rights holders and its principal lender Davis Capital to ensure that there is sufficient liquidity to meet its liabilities as and when they fall due.

 

Whilst such support cannot be guaranteed, the Directors are confident that the discussions to date provide sufficient confidence in securing the continued support from Davis Capital and ultimately securing its listing the US in combination with a further equity fundraising.

 

In the event of a delay to the timetable, the Directors are confident that cost savings could be implemented, or alternative financing sought to accommodate such a delay.

 

If ultimately the Directors are not able to secure the requisite support from its key stakeholders and fail to secure additional equity funding doubt would be cast as to the Group's ability to continue as a going concern.  However, having regard to their assessment of the potential sources of finance and the existing working capital position, the Directors are of the opinion that the Group has the ability to secure the resources required to enable it to undertake its planned activities for the next twelve months.

 

Revenue Recognition

Revenue is recognised to the extent that it is probable that economic benefit will flow to the group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received in the ordinary course of the group's activities, excluding discounts, rebates, value added tax and other sales taxes.

(a)   Content sales

Content revenue is recognised in the period the content is purchased from the platform either directly or via third party resellers. Revenue from content sales are recognised gross of costs paid to third party license and right holders in line with contracts, with the corresponding cost recognised as cost of sales.

 

(b)   Content license revenue

Revenue from license contracts for the use of artist/label content is recognised over the period to which the contract relates.

 

(c)   Interest income

Interest income is recognised using the effective interest method.

NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR NAPSTER GROUP PLC

for the period 29 December 2020 to 30 June 2021

 

Intangible assets - Development and content creation costs

The group recognises both internal development costs as well as VR content creation costs as intangible assets only when the following criteria are met: the technical feasibility of completing the intangible asset exists, there is an intent to complete and an ability to use or sell the intangible asset, the intangible asset will generate probable future economic benefits, there are adequate resources available to complete the development and to use or sell the intangible asset, and there is the ability to reliably measure the expenditure attributable to the intangible asset during its development.

Intangible assets with finite lives are amortised on a straight-line basis over their estimated useful lives and are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation of intangible assets is recognised in the consolidated statement of comprehensive income/costs in the expense category consistent with the function of the intangible assets.

Amortisation rates applicable to development costs is 33% straight line.

Amortisation rates applicable to content assets released during the period is as follows:

     Year 1: 80%

     Year 2: 15%

     Year 3: 5%

Content assets in production are not amortised as these assets are still in development and not in the condition necessary to be capable of operating in the manner intended by management. At the point the asset is in operational condition it is reclassified to Content Assets - released and is amortised in line with the above amortisation policy.

2.     Statement of compliance

The financial statements comply with IFRS.

The Group currently adopts all relevant accounting standards that have been endorsed by the EU.       There are

various standards that are expected to be endorsed in 2021. The Group believes these standards will have no material 

impact on the financial statements.


3. Loss Per Share








Loss attributable to equity holders of the Company

Unaudited

30 June 2021

Unaudited

30 June 2020

Audited

Year to

28 December 2020


£

£

£

Continuing and total operations


(14,679,623)

(10,741,400)

(22,437,197)








No of shares

No of Shares

No of shares

Weighted average number of ordinary shares in issue for basic and fully diluted earnings


2,599,276,563

1,590,872,778

1,770,398,225








Price per Share

Price per Share

Price per Share






Loss per share


(0.56)p

(0.68)p

(1.3p)

Basic and diluted:


(0.56)p

(0.68)p

(1.3p)






 

4. Tangible fixed assets

 


Audio-Visual Prod Equipment


Fixtures

&

Fittings


Computer Equipment


Leasehold Improvements


Motor Vehicle


Total


£


£


£


£


£


£

Cost












As at 28 December 2020

674,256


252,203


208,583


547,028


13,190


1,695,260

Additions

30,612


78,663


602,783


50,443


187,051


949,552

Business combination

-


17,213


394,593


360,786


-


772,592

Disposal

-


(7,998)


-


(124,013)


-


(132,011)

Foreign exchange

-


292


(7,114)


(8,611)


-


(15,434)

As at 30 June 2021

704,868


340,372


1,198,845


825,633


200,241


3,269,959













Depreciation












As at 28 December 2020

424,180


59,033


95,018


95,169


2,198


675,598

Charge for the period

80,731


70,075


79,731


156,013


2,198


388,749

Business combination

-


10,694


157,144


335,788


-


503,626

Disposal

-


(7,998)


-


(26,238)


-


(34,236)

Foreign exchange

-


(211)


3,000


4,567


-


7,355

As at 30 June 2021

504,911


132,015


328,893


556,166


4,397


1,526,382













Net Book Value












As at 28 December 2020

250,076


193,170


113,565


451,859


10,992


1,019,662

As at 30 June 2021

199,956


200,357


869,952


269,468


195,844


1,743,577

 

 

5. Right of use assets







Land & Buildings

Total

Cost

£

£

As at 28 December 2020





1,900,265


1,900,265

Additions





763,664


763,664

Business combination





1,379,785


1,379,785

Disposal





(1,878,223)


(1,878,223)

Foreign exchange





(22,009)


(22,009)

As at 30 June 2021





2,143,482


2,143,482









Depreciation








As at 28 December 2020





401,525


401,525

Charge for the period





483,926


483,926

Business combination





1,200,107


1,200,107

Disposal





(1,544,004)


(1,544,004)

Foreign exchange





(21,275)


(21,275)

As at 30 June 2020





520,279


520,279









Net Book Value








As at 28 December 2020





1,498,740


1,498,740

As at 30 June 2021





1,623,203


1,623,203









 

6. Intangible assets

 

















Goodwill


Development and technology


Customer relationship


Trade name


Content - in production


Total

Cost


£


£


£


£


£


£

As at 28 December 2020

603,476


1,880,493


-


-


1,231,131


3,715,100













Additions

3,169,599


-


-


-


-


3,169,599

Business combination

9,708,069


836,415


15,847,861


19,787,815


-


46,180,160

Foreign exchange

-


(12,085)


(228,962)


(285,884)


-


(526,931)













As at 30 June 2021

13,481,114


2,704,823


15,618,899


19,501,931


1,231,131


52,537,898













Amortisation
























As at 28 December 2020

-


1,162,327


-


-


1,137,560


2,299,887













Charge for the period

432,004


508,488


778,216


971,689


93,571


2,783,968














As at 30 June 2021

432,004


1,670,815


778,216


971,689


1,231,131


5,083,855













Net Book Value
























As at 28 December 2020

603,476


718,166


-


718,166


93,571


1,415,213

As at 30 June 2021

13,049,140


1,034,008


14,840,683


18,530,242


-


47,454,073

 



7. Business combination

On 29 December 2020 the Group acquired 100% of the issued capital of Rhapsody International Inc, which trades as Napster, for $25.3m (GBP £18.2m).

 

Napster, the original music industry disruptor, and a global music streaming service has over 1.1m paying subscribers and 5m total users. Over the coming year, we intend to leverage the existing Napster userbase, partners and underlying technologies developed by the Company as part of the foundation to build a next-generation music platform. At present, music content consumption is extremely fragmented for fans, with audio, video and live-events spanning multiple-platforms with a consequent need for multiple subscriptions. Our ambition over the coming months, with the support of our existing partners, is to build a cross-platform, hybrid music service, delivering audio recordings including the latest albums, video content incorporating music videos and documentaries, as well as renowned live-events, all via a single platform. The aim is to provide rightsholders and artists with fair compensation for their works in conjunction with a new suite of tools for both artists and rightsholders to deliver better engagement from their content and enable cross-promotion between their multiple content outputs.

 

The fair value of the assets acquired and liabilities assumed were as follows:

 


Book value


Adjustment


Fair value


$000


$000


$000

Intangible assets

      15,731


         48,877


        64,608

Property, plant and equipment

           367


-


            367

Current assets

      30,514


(273)


        30,241

Current liabilities

(72,273)


           1,048


(71,225)

Non-current liabilities

(38,477)


         35,463


(3,014)

Total net (liabilities)/assets

(64,138)


85,115


20,977




Goodwill


4,320






25,297







The consideration for the acquisition and the goodwill arising on acquisition are as follows:




$000


Purchase consideration:


Cash




15,000


Fair value of shares issued


10,297






25,297

 

241,403,508 ordinary shares were issued at 3.56 pence per share to the vendors as part of the consideration for the acquisition as noted above. The fair value of the 241,403,508 ordinary shares issued as part of the consideration was determined on the basis of a Black-Scholes option pricing model. 

8. Borrowings


Unaudited

As at

30 June 2021


Unaudited

As at

30 June 2020


Audited

As at

28 December 2020


£


£


£

Current

(15,221,986)


-


(4,317,451)

Non-current

-


-


-







Total borrowings

(15,221,986)


-


(4,317,451)



 

8. Borrowings (continued)

US$25 million loan facility 

In December 2020, the Company announced that it had secured a US$25 million secured loan facility arrangement (the "Facility") with Davis Capital Partners LLC. The Facility attracts interest at a rate of 10 per cent per annum on drawn down funds, together with an arrangement fee of 2% payable on each draw. Interest is paid quarterly on the principal amount outstanding and can be paid in either cash or equity at the Company's option. The latest date for repayment is 20 months from the commencement of the Facility, however it may be repaid earlier at the Company's election. Any amounts repaid will not be available for subsequent drawdown. The Facility is secured against the assets of the Group and contains events of default which are customary in nature for this type of loan facility. As at 30 June 2021, US$15 million had been drawn down under the Facility and US$10.0 million of the Facility remained undrawn. 

GBP£8 million Convertible Loan Note facility

In February 2021, the Company announced that it had secured an investment of GBP£6.48 million by way of unsecured, interest free Convertible Loan Notes (the "CLN") from Swiss Investment firm Nice & Green S.A. (the "Investor"). In April 2021, this investment was increased to GBP 8.0 million. Under the terms of the CLN, the loan notes are convertible into Ordinary Shares at the Investors request and will have a conversion price calculated with reference to 93 per cent. of the lowest daily VWAP during the 6 trading days immediately preceding the date of notice of conversion. The Company has the option to redeem the Loan Notes at its absolute discretion in cash at a 3 per cent premium to their nominal value. 

 

In addition, the Investor will receive a commitment fee equal to 5 per cent of the principal amount of each tranche of CLN subscribed for. The CLN agreement contains customary representations and warranties for a financing arrangement of this nature. As at 30 June 2021, GBP £8.0 million of the CLN had been advanced. Of this £3.84m had been converted to equity.

 

9. Share Capital







30th June 2021

(unaudited)

30th June 2020

(unaudited)


Number

Number

Ordinary shares of 1.1 pence each

506,735,267

499,725,635

Ordinary shares of 1.16 pence each

231,750,344

231,750,344

Ordinary shares of 1.2 pence each

4,615,090

4,615,090

Ordinary shares of 1.4 pence each

41,024,988

41,024,988

Ordinary shares of 1.7 pence each

205,232,810

205,232,810

Ordinary shares of 1.767 pence each

130,164,120

-

Ordinary shares of 1.85 pence each

33,419,076

33,419,076

Ordinary shares of 2.06 pence each

63,310,069

-

Ordinary shares of 2.77 pence each

9,747,292

-

Ordinary shares of 3.3 pence each

48,458,130

-

Ordinary shares of 3.5 pence each

335,024,248

-

Ordinary shares of 3.56 pence each

241,403,508

-

Ordinary shares of 3.75 pence each

481,427,404

275,419,966

Ordinary shares of 4.5 pence each

111,111,111

111,111,111

Ordinary shares of 8 pence each

187,500,000

187,500,000

Ordinary shares of 9 pence each

25,050

-

Ordinary shares of 15.399 pence each

4,997,041

4,997,041

Ordinary shares of 16 pence each

125,000,000

125,000,000

Deferred shares of 0.24 pence each

150,520,616

150,520,616

Deferred shares of 0.95 pence each

26,000

26,000




Total

2,937,466,164

1,896,307,667




 

 

Further copies of this document are available both at the registered office of the Company. The statement

will also be available to download on the Company's website: https://napster.group/

 

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