TIDMAC8
RNS Number : 7887J
Acceler8 Ventures PLC
29 April 2022
29 April 2022
ACCELER8 VENTURES PLC
("AC8" or the "Company")
Full Year Results for the period ended 31 December 2021
Acceler8 Ventures Plc (LSE: AC8) has today published its Annual
Report and Financial Statements for the period ended 31 December
2021 (the "Annual Report").
In accordance with Listing Rule 9.6.1 copies of the Annual
Report have been submitted to the UK Listing Authority and will
shortly be available to view on the Company's website at
https://acceler8.ventures and will be shortly available for
inspection from the National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanis m
LEI: 2138004B1HKZP1OR2C72
Enquiries
Tessera - Strategic Adviser
Tony Morris +44 (0) 7742 189145
Chairman's Statement
For the 9 month period ended 31 December 2021
CHAIRMAN'S STATEMENT
I am pleased to present the financial results for Acceler8
Ventures Plc ("AC8", the "Company") and its subsidiary (together
the "Group") for the period ended 31 December 2021, which covers
approximately nine months of trading since the Company's
incorporation on 25 March 2021.
Since establishing the Company on the Standard List of the Main
Market of the London Stock Exchange in 2021, as a team we have
remained focused on executing our strategy and continue to assess
investment and acquisition opportunities where we believe there to
be sustainable growth potential both organically, and through
acquisition. These will typically be fundamentally sound assets
located in the UK or internationally, including Europe and the Asia
Pacific region, where tangible opportunities exist to drive
strategic, operational and performance improvements.
Despite some prevailing general macroeconomic uncertainty, we
remain extremely positive regarding prospects within our chosen
areas of focus including gaming, media and entertainment, software
and technology, industrials and business services sectors. With
AC8, we have an ideal platform from which we can execute our buy
and build strategy and we look forward to updating shareholders in
due course as our investment and acquisition plans develop during
the new financial year.
I would like to take this opportunity to thank our shareholders
for both their support at IPO and while we diligently continue to
source and evaluate a number of exciting propositions that if
secured, we believe have the potential to deliver value for our
shareholders.
David Williams
Chairman
28 April 2022
Report of the Directors
For the 9 month period ended 31 December 2021
REPORT OF THE DIRECTORS
The Directors of the Company present their report for the period
ended 31 December 2021.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial period ended 31 December 2021, the Company's
principal activity was a holding company, which has actively
pursued its strategy through the sourcing and assessment of
acquisition and investment opportunities across gaming, media and
entertainment, software and technology, industrials and business
services sectors.
On 19 July 2021, the Company successfully listed its ordinary
shares onto the Main Market of the London Stock Exchange.
RESULTS
During the period, AC8 recorded a loss of GBP383,784 and the
loss per share was GBP0.72, reflecting moderate monthly operating
expenses of the Company as well as transaction expenses occurred
during its IPO, which completed in July 2021. The Company had cash
reserves at the end of the period of GBP432,440.
DIVIDS
At this point in the Company's development, it does not
anticipate declaring any dividends in the foreseeable future. As
such, the Directors do not recommend the payment of a dividend for
the period.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Company's
strategy in sourcing and assessing acquisition and investment
opportunities across its stated sectors of focus.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value
through pursuing its acquisition strategy.
As such, the Board will identify and develop appropriate key
performance indicators after an acquisition has been completed.
GOING CONCERN
The Directors, having made due and careful enquiry, are of the
opinion that the Company has adequate working capital to execute
its operations and has the ability to access additional financing,
if required, over the next 12 months. The Company's unaudited cash
balance as at 22 April 2022 was GBP389,456, and excluding the
consummation of any investment or acquisition which will likely
require specific funding, has adequate resources available to fund
the on-going forecast operating expenses for at least twelve months
following approval of the financial statements. The Directors,
therefore, have made an informed judgement at the time of approving
the financial statements, that there is a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future. As a result, the Directors
have adopted the going concern basis of accounting in preparing the
annual financial statements (see Note 2).
RISK MANAGEMENT
In order to execute the Group's strategy, the Company and its
subsidiaries will be exposed to both financial and non-financial
risks. The Board has overall responsibility for the Group's risk
management and it is the Board's role to consider whether those
risks identified by management are acceptable within the Group's
strategy and risk appetite. The Board therefore periodically
reviews the principal risks and considers how effective and
appropriate the controls that management has in place to mitigate
the risk exposure are and will make recommendations to management
accordingly.
As the Company had not completed an investment or acquisition in
the period, it has limited financial statements and/or historical
financial data, and limited trading history. As such, the Company
during the period was subject to the risks and uncertainties
associated with an early-stage acquisition company, including the
risk that the Company will not achieve its investment objectives
and that the value of any investment or acquisition could decline
and may result in the partial or complete loss of capital invested.
The past performance of investee companies or assets managed by the
Directors will not necessarily be a guide to future business,
results of operations, financial condition or prospects of the
Company.
In order to mitigate against these risks, the Directors continue
to undertake thorough due diligence on investment opportunities and
acquisition targets, to a level considered reasonable and
appropriate by the Company on a case-by-case basis, including the
potential commissioning of third-party specialist reports as
appropriate. Following completion of any investment or acquisition,
it is intended that any investments or assets will be overseen by
the Directors and assisted by the Company's professional
advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following
financial risks:
a. Price risk: the price paid for securities is subject to
market movement that may have an impact on the operations of the
Group when raising finance;
b. Cash flow interest rate risk: the Group has significant cash
balances which exposed it to movement in the market interest rates;
and
c. Liquidity risk: the Group manages its cash requirements to
balance cash availability and the generation of interest
income.
Given the relatively small size and operation of the Group in
the period, the Directors have not delegated the responsibility of
risk monitoring to a sub-committee of the Board, but closely
monitor the risks on a periodic basis. The Directors consider their
exposure in the financial period to have been low. Refer to Note 14
for assessment of the risks arising from financial instruments.
Non-financial Risk Management
The non-financial risk factors for the period ended 31 December
2021 did not materially change from those set out in AC8's
Prospectus dated 14 July 2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY
EFFICIENCY
As the Company has not completed its first acquisition and has
on only two Directors, limited travel and no premises, the
Directors do not consider any disclosure under the Task Force on
Climate-related Financial Disclosures is required at this juncture,
however the Company will continue to review this position as it
executes its investment and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the
period.
CHARITABLE DONATIONS
The Company has made no charitable donations during the
period.
POST BALANCE SHEET EVENTS
There have been no post balance sheet events. See Note 20.
SHARE CAPITAL
Details of the Company's share capital is set out in Note 15.
The Company's share capital consists of one class of ordinary
share, which does not carry rights to fixed income. As at 31
December 2021, there were 750,000 ordinary shares of 1p par value
each in issue.
SIGNIFICANT SHAREHOLDERS
As at 22 April 2022, the Company had been advised of the
following notifiable interests (whether directly or indirectly
held) in voting rights.
Name Shareholding Percentage
-------------------------------------- ------------ ----------
David Williams 275,000 36.7%
Bank of New York Nominees Limited 116,500 15.5%
Giles Willits 100,000 13.3%
Helen Johnson 37,500 5.0%
Michael Johnson 37,500 5.0%
Transact Nominees Limited 33,333 4.4%
David Morris 25,000 3.3%
Tessera Investment Management Limited 25,000 3.3%
As at 22 April 2022, the Directors in aggregate held 375,000
ordinary shares, which represents 50.0 per cent. of the Company's
issued share capital.
COMPANY DIRECTORS
The Directors during the period and summaries of their
experience are set out below.
David Williams Non-executive Chairman (aged 68)
David has over 36 years' experience in investment markets,
serving as Chairman in executive and non-executive capacities for a
number of public and private companies. He has overseen the
development of these companies, raising in excess of GBP1 billion
of capital to support both organic and acquisitive growth
initiatives.
David was the original founder of Marwyn Capital LLP, the
award-winning investment management company. David was also
formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc,
and Oxford BioDynamics Plc (AIM: OBD), and non-executive director
of Breedon Group plc (AIM: BREE). He currently serves as
Non-executive Chairman of the AIM-quoted cyber security business,
Shearwater Group plc (AIM: SWG) and is a non-executive director of
Main Market listed Red Capital Plc (LSE: AC8) and Bay Capital Plc
(LSE: BAY).
Giles Willits Non-Executive Director (age 55)
Giles has more than 20 years' experience in senior leadership
and financial roles in multiple household name businesses, and is
Chief Financial Officer and board director of IG Design Group plc
(AIM: IGR), the world's largest consumer gift packaging
organisation.
Prior to his role at IG Design Group, Giles was Chief Financial
Officer of Entertainment One Ltd. (LSE: ETO), having joined prior
to its admission to trading on AIM in 2007, during which time the
business grew organically and through acquisitions to a market
capitalisation of over GBP1 billion, becoming a FTSE250 premium
listed organisation. He was also formerly Director of Group Finance
at J Sainsbury plc and qualified as a chartered accountant at
PricewaterhouseCoopers.
During his extensive career, Giles has completed numerous
corporate acquisitions as part of buy-and-build strategies,
acquiring private and publicly listed companies, stepping companies
up from AIM to the Main Market, as well as leading on equity and
debt financings in support of organic growth and acquisition
activity.
The Directors who held office during the period and their
beneficial interest in the share capital of the Company at 31
December 2021 were as follows:
31 December
2021
David Williams 275,000
Giles Willits 100,000
------------
375,000
------------
DIRECTORS REMUNERATION
The Chairman and Non-Executive Director are each entitled to
fees of GBP20,000 each per annum for their respective roles within
the Company, as per their service agreements entered into on 13
July 2021. All Director fees have been accrued in the period. There
are no other benefits paid to Directors outside of their service
fees, save for ordinary course reimbursable expenses properly
incurred in the performing their duties as Directors. The Company
does not operate a pension scheme.
Salary Benefits 31 December
in kind 2021 Total
Director GBP GBP GBP
------- --------- ------------
David Williams 10,000 - 10,000
Giles Willits 10,000 - 10,000
------- --------- ------------
20,000 - 20,000
------- --------- ------------
In addition to the Directors' fee entitlements outlined above,
the Directors are also participants in the Subco Incentive Scheme
and holders of warrants as detailed below.
SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will
depend to a high degree on the future performance of key employees
and advisers in executing and supporting the Company's growth
strategy. The Company has therefore established equity-based
incentive arrangements which are, and will continue to be, an
important means of retaining, attracting and motivating key
employees, consultants and advisers, and also for aligning the
interests of the Directors with those of shareholders.
On 27 May 2021, the Group created a new Subco Incentive Scheme
within its wholly owned subsidiary Acceler8 Ventures Subco Limited.
Under the terms of the Subco Incentive Scheme, scheme participants
are only rewarded if a predetermined level of shareholder value is
created over a three to five year period or upon a change of
control of the Company or Subco (whichever occurs first),
calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue
of any new ordinary shares and taking into account dividends and
capital returns ("Shareholder Value"), realised by the exercise by
the beneficiaries of a put option in respect of their shares in
Subco and satisfied either in cash or by the issue of new ordinary
shares at the election of the Company.
Under these arrangements in place, participants are entitled up
to 15 per cent. of the Shareholder Value created, subject to such
Shareholder Value having increased by at least 12.5 per cent. per
annum compounded over a period of between three and five years from
Admission, or following a change of control of the Company or
Subco.
In order to implement the Subco Incentive Scheme, the Company as
sole shareholder of Subco, approved the creation of a new share
class in Subco (the "B Shares"). At the same time the Subco's
existing ordinary shares were redesignated A Shares. The B Shares
do not have voting or dividend rights.
On 27 May 2021, David Williams, Chairman of the Company, Giles
Willits, a Non-Executive Director of the Company, and Kathleen Long
and Anthony Morris, Directors of Tessera Investment Management
Limited, became the first participants in the Subco Incentive
Scheme ("Founder Participants"), and as such, the proportion of
Shareholder Value attaching to the Subco Incentive Scheme is 2.9
per cent. of a total cap of 15 per cent.
The Founder Participants and their respective holdings are
outlined below.
Participant Subco B shares
held
David Williams 1,667
Giles Willits 24,000
Kathleen Long 1,667
Anthony Morris 1,666
---------------
29,000
---------------
CORPORATE GOVERNANCE
As a Jersey company and a company with a Standard Listing, the
Company is not required to comply with the provisions of the UK
Corporate Governance Code 2018. Furthermore, there is no applicable
regime of corporate governance to which the directors of a Jersey
company must adhere over and above the general fiduciary duties and
duties of care, skill and diligence imposed on such directors under
Jersey law. Notwithstanding this, the Directors are committed to
maintaining high standards of corporate governance and will be
responsible for carrying out the Company's objectives and
implementing its business strategy.
All investment, acquisition, divestment and other strategic
decisions are considered and determined by the Board. The Board
provides leadership within a framework of prudent and effective
controls. The Board has established the corporate governance values
of the Company and has overall responsibility for setting the
Company's strategic aims, defining the business plan and strategy
and managing the financial and operational resources of the
Company.
In this regard, the Board, so far as is practicable given the
Company's size and stage of its development, has voluntarily
adopted the QCA Code as its chosen corporate governance framework.
There are certain provisions of the QCA Code which the Company will
not adhere to currently, and their adoption will be delayed until
such time as the Directors believe it is appropriate to do so. It
is anticipated that this will occur concurrently with the Company's
first material investment or acquisition.
Following such an acquisition, the Company will seek to develop
its corporate governance position, and will address key differences
to the QCA Code including the implementation of audit, remuneration
and nomination committees with appropriate terms of reference, the
publication of KPIs, and the development of a corporate and social
responsibility policy.
ROLE OF THE BOARD
The Board is responsible for the management of the business of
the Company, setting the strategic direction of the Company and
establishing the policies of the Company. It is the Directors'
responsibility to oversee the financial position of the Company and
monitor the business and affairs of the Company, on behalf of the
shareholders, to whom they are accountable. The primary duty of the
Directors is to act in the best interests of the Company at all
times. The Board also addresses issues relating to internal control
and the Company's approach to risk management and has formally
adopted an anti-corruption and bribery policy.
The Company does not have a separate investing committee and
therefore the Board as a whole will be responsible for sourcing
acquisitions and ensuring that opportunities are in conformity with
the Company's strategy.
The Company holds four formal Board meetings a year, with
unscheduled meetings as matters arise which require the attention
of the Board. Formal Board meetings are timed to link to key events
in the Company's corporate calendar. Outside the scheduled and
unscheduled meetings of the Board, the Directors maintain frequent
contact with each other to keep them fully briefed on the Company's
operations.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and
monitoring the Group's systems of internal control. Although no
system of internal control can provide absolute assurance against
material misstatement or loss, the Group's systems are designed to
provide the Directors with reasonable assurance that problems can
be identified on a timely basis and dealt with appropriately.
The Group maintains an appropriate process for financial
reporting. The annual budget is reviewed and approved by then Board
before being formally adopted.
Other key procedures that have been established and which are
designed to provide effective control are as follows:
Management structure - The Board meets regularly on a formal and
informal basis to discuss all issues affecting the Group.
Investment appraisal - The Group has a robust framework for
investment appraisal and approval is required by the Board, where
appropriate.
Share dealing and inside information - the Company has adopted a
share dealing code regulating trading and confidentiality of inside
information for the Directors and other persons discharging
managerial responsibilities (and their persons closely associated)
which contains provisions appropriate for a company whose shares
are admitted to trading on the Official List (particularly relating
to dealing during closed periods which will be in line with the
Market Abuse Regulation). The Company takes all reasonable steps to
ensure compliance by the Directors and any relevant employees with
the terms of that share dealing code.
The Board reviews the effectiveness of the systems of internal
control and considers the major business risks and the control
environment. No significant deficiencies have come to light during
the period and no weaknesses in internal financial control have
resulted in any material losses, or contingencies which would
require disclosure, as recommended by the guidance for Directors on
reporting on internal financial control.
The Directors are focused on careful management of the Company's
cash and financial resources through Board level approvals. At such
time that the Company completes an acquisition, the Directors
anticipate that the Company's financial position and prospects
procedures regime will be updated and expanded as necessary to
cater for the nature of the Company's business following completion
of its inaugural investment or acquisition.
BOARD EVALUATION
In the period, the Board evaluation process was limited to an
ongoing informal evaluation of the performance of the Board by each
Director. This will be replaced by a formal, annual evaluation
process once the Company has completed its first acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the
period and post the period end:
Mayer Brown International LLP and Ogier (Jersey) LLP - legal
Tessera Investment Management Limited - capital markets and
M&A
JTC Plc - company secretarial, governance and regulatory
filings
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she
has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of the Company. The Board
has satisfied itself that there are no conflicts of interest where
the Directors have appointments on the Boards of, or relationships
with, companies outside the Company. Furthermore, the Board
requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest, and
therefore believes it has a robust framework to deal with any
conflict of interest should it arise.
RELATIONS WITH SHAREHOLDERS
The Chairman is the Group's principal spokesperson with
investors, fund managers, the press and other interested parties.
As well as the Annual General Meeting with shareholders, the other
Directors may give formal presentations at investor road shows
following the announcement of interim and full year results.
Notice of this year's Annual General Meeting will shortly be
sent to shareholders.
DISCLOSURE OF INFORMATION TO THE AUDITOR
So far as the Directors are aware, there is no relevant audit
information of which the Company's auditor is unaware, and each
Director has taken all the steps that he ought to have taken as a
Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
The Directors confirm to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as whole;
-- the Chairman's Statement and Report of the Directors includes
a fair review of the development and performance of the business
and the position of the Company and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face; and
-- the annual report and accounts, taken as a whole, are fair,
balanced and understandable and provide the information necessary
for shareholders to assess the Company's position and performance,
business model and strategy.
AUDITOR
The auditor, MHA MacIntyre Hudson, will be proposed for
re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
28 April 2022
Statement of Directors Responsibilities
For the 9 month period ended 31 December 2021
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Directors'
report and the financial statements in accordance with applicable
law and regulations.
Jersey Company law requires the directors to prepare financial
statements for each financial period. Under that law the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards as adopted by the
United Kingdom ("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 state of affairs of the
Company and of the profit or loss of the Company for that
period.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether the Group financial statements have been
prepared in accordance with IFRS as adopted by the United
Kingdom;
-- state whether the Company financial statements have been
prepared in accordance with FRS 101 "Reduced disclosure framework";
and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The Directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities
The maintenance and integrity of the Group's website is the
responsibility of the Directors. The work carried out by the
auditors does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website. Legislation in Jersey governing the
preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation
in other jurisdictions.
Consolidated statement of comprehensive income
For the 9 month period ended 31 December 2021
2021
Note GBP
Administrative expenses (383,784)
Loss before taxation 6 (383,784)
Taxation charge 7 -
----------
Loss for the period (383,784)
Total comprehensive expense for the period (383,784)
==========
Loss per share
Basic and diluted 8 (GBP0.72)
==========
Loss attributable to;
Owners of the parent company (383,785)
Non-controlling interests -
The notes below form part of these consolidated Financial
Statements.
Consolidated statement of Financial Position
As at 31 December 2021
31 December 31 December
2021 2021
Note GBP GBP
Current assets
Cash and cash equivalents 11 432,440
Other receivables 12 1,169
Total current assets 433,609
------------
Total assets 433,609
------------
Current liabilities
Other payables 13 80,080
Total current liabilities 80,080
Total liabilities 80,080
------------
Total net assets 353,529
============
Equity
Issued share capital 15 7,500
Share premium 16 729,598
Capital redemption reserve 16 2
Share based payment reserve 16 146
Non-controlling interest 16 67
Retained deficit 16 (383,784)
Total equity 353,529
============
The consolidated financial statements were approved and
authorised for issue by the Board on 28 April 2022 and were signed
on its behalf by:
David Williams
Chairman
The notes below form part of these consolidated Financial
Statements.
Consolidated statement of changes in equity
For the 9 month period ended 31 December 2021
Non-controlling
Share Share Capital Share Retained interest
capital premium redemption based deficit Total
reserve payment
reserve
Note GBP GBP GBP GBP GBP GBP GBP
Balance at
incorporation
date 2 - - - - - 2
Loss for the
period - - - - (383,784) - (383,784)
Transactions
with owners in
their capacity
as owners:
Issue of new
ordinary shares 15 7,498 742,498 2 - - 67 750,065
Ordinary share
issue costs (12,900) (12,900)
Share based
payment 18 - - - 146 - 146
At 31 December
2021 7,500 729,598 2 146 (383,784) 35329
See note 15 of the notes for full details of the capital
movements during the period.
The notes below form part of these consolidated Financial
Statements.
Consolidated statement of cash flows
For the 9 month period ended 31 December 2021
2021
GBP
Operating activities
Loss before taxation (383,784)
Adjustments for:
Share based payment charge 146
Operating cash flows before changes in working
capital (383,638)
Increase in other receivables (1,169)
Increase in other payables 80,147
----------
Net cash outflows from operating activities (304,660)
----------
Financing activities
Issue of ordinary shares net of issue costs 750,000
Ordinary share issue costs (12,900)
Net cash inflows from financing activities 737,100
----------
Net increase in cash and cash equivalents 432,440
Cash and cash equivalents at beginning of the period -
Cash and cash equivalents at end of the period 432,440
==========
The notes below form part of these consolidated Financial
Statements.
Notes forming part of the consolidated financial statements
For the 9 month period ended 31 December 2021
1 General information
The Company was incorporated on 25 March 2021 as Acceler8
Ventures Limited, a private limited company under the laws of
Jersey with registered number 134586. On 17 May 2021, the Company
was re-registered as an unlisted public limited company and its
name was changed to Acceler8 Ventures Plc. On 19 July 2021 the
Company shares were admitted to trading onto the Main Market of the
London Stock Exchange. The Company is the parent company of
Acceler8 Ventures Subco Limited (a private limited company under
the laws of Jersey with registered number 134587).
The address of its registered office is 28 Esplanade, St.
Helier, Channel Islands, JE2 3QA, Jersey. The Group has been
incorporated for the purpose of identifying suitable acquisition
opportunities in accordance with the Group's investment and
acquisition strategy with a view to creating shareholder value. The
Group will retain a flexible investment and acquisition strategy
which will, subject to appropriate levels of due diligence, enable
it to deploy capital in target companies by way of minority or
majority investments, or full acquisitions where it is in the
interests of shareholders to do so. This will include transactions
with target companies located in the UK and internationally.
2 Accounting policies
The principal policies adopted in the preparation of the
consolidated financial statements are as follows:
(a) Basis of preparation
These consolidated financial statements have been prepared in
accordance with the requirements of International Financial
Reporting Standards as adopted by the United Kingdom ("IFRS") and
the requirements of the Companies (Jersey) Law 1991.
No comparative figures have been presented as the consolidated
financial statements cover the period from incorporation on 25
March 2021 to 31 December 2021.
(b) Basis of consolidation
The consolidated financial statements present the results of the
Company and its subsidiaries ("the Group") as if they formed a
single entity. Intercompany transactions and balances between Group
companies are therefore eliminated in full.
Where the Group has control over a Company, it is classified as
a subsidiary. The Group controls a Company if all three of the
following elements are present: power over the Company, exposure to
variable returns from the Company, and the ability of the Group to
use its power to affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may
be a change in any of these elements of control.
The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the
consolidated statement of financial position, the acquiree's
identifiable assets, liabilities and contingent liabilities are
initially recognised at their fair values at the acquisition date.
The acquisition related costs are included in the consolidated
statement of comprehensive income on an accruals basis. The results
of acquired operations are included in the consolidated statement
of comprehensive income from the date on which control is
obtained.
2 Accounting policies
(c) Functional and presentational currency
The Group's functional and presentational currency for these
financial statements is the pound sterling.
(d) Going concern
The Directors, having made due and careful enquiry, are of the
opinion that the Company has adequate working capital to execute
its operations and has the ability to access additional financing,
if required, over the next 12 months. The Company's unaudited cash
balance as at 22 April 2022 is GBP389,456, and excluding the
consummation of any investment or acquisition which will likely
require specific funding, has adequate resources available to fund
the on-going forecasted operating expenses for at least twelve
months following approval of the financial statements. The
Directors, therefore, have made an informed judgement, at the time
of approving the financial statements, that there is a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. As a result, the
Directors have adopted the going concern basis of accounting in
preparing the annual financial statements.
(e) Employee benefits
Short-term benefits
Short-term employee benefit obligations are measured on an
undiscounted basis and are expensed as the related service is
provided. A liability is recognised for the amount expected to be
paid under short-term cash bonus or profit-sharing plans if the
Group has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
(f) Taxation
Tax on the profit or loss for the period comprises current and
deferred tax. Tax is recognised in the income statement except to
the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the period, using tax rates enacted or
substantively enacted at the balance sheet date.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition
of goodwill; the initial recognition of assets or liabilities that
affect neither accounting nor taxable profit other than in a
business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in
the foreseeable future. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted
or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the temporary difference can be utilised.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term
deposits with an original maturity of three months or less, held
for meeting short term commitments.
(h) Financial assets and liabilities
The Group's financial assets and liabilities comprise cash and
other payables.
Other payables are not interest bearing and are stated at their
amortised cost.
(i) Share-based payments
The Group operates an equity-settled share-based payment plan.
The fair value of the employee services received in exchange for
the grant of options is recognised as an expense over the vesting
period, based on the Group's estimate of awards that will
eventually vest, with a corresponding increase in equity as a
share-based payment reserve.
This plan includes market-based vesting conditions for which the
fair value at grant date reflects and are therefore not
subsequently revisited. The fair value is determined using a
binomial model.
(j) Accounting standards issued
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 -
Interest Rate Benchmark Reform - Phase 2 (effective for annual
periods beginning on or after 1 January 2021) were issued and
adopted in the period with no material impact on the financial
statements.
There were no other new accounting standards issued have been
adopted in the period.
(k) Standards in issue but not yet effective
At the date of authorisation of these financial statements there
were amendments to standards which were in issue but which were not
yet effective and which have not been applied. The principal ones
were:
-- Amendment to IFRS 16, 'Leases' - COVID-19 related rent
concessions. Extension of the practical expedient (effective for
annual period beginning on or 1 April 2021)
-- A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 37
and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16
(effective for annual periods beginning on or after 1 January
2022)
-- Amendments to IAS 1, Presentation of financial statements on
classification of liabilities (effective date deferred until
accounting periods starting not earlier than 1 January 2024)
-- Narrow scope amendments to IAS 1, Practice statement 2 and
IAS 8 (effective for annual periods beginning on or after 1 January
2023.
-- Amendment to IAS 12 - deferred tax related to assets and
liabilities arising from a single transaction (effective for annual
periods beginning on or after 1 January 2023)
-- The Directors do not expect the adoption of these amendments
to standards to have a material impact on the financial
statements.
3 Accounting estimates and judgements
In preparing the consolidated financial statements, the
Directors have to make judgments on how to apply the Group's
accounting policies and make estimates about the future. The
Directors do not consider there to be any critical judgments that
have been made in arriving at the amounts recognised in the
consolidated financial statements with the exception of the
valuation of share based payments. Please see note 18 for further
details.
4 Employees
Staff costs, including Directors, 2021
consist of: GBP
Wages and salaries 20,000
Share based payments (Note 18) 129
_______
20,129
_______
2021
Number
The average number of employees, including 2
Directors, during the period was: _______
5 Directors' remuneration
The Company Directors are considered the only key management
personnel and their remuneration was as follows:
2021
GBP
Directors' emoluments 20,000
Share-based payments (Note 18) 129
________
20,129
________
6 Operating loss
2021
GBP
This has been arrived at after charging:
Professional services 244,328
Listing expenses 56,549
Fees payable to the Company's auditor for the
audit of the parent and consolidated accounts 20,000
7 Taxation
2021
GBP
Jersey corporation tax
Corporation tax on loss for the period -
Total taxation on loss on ordinary activities -
9 month
period
ended 31
Dec 2021
GBP
Loss before tax (383,784)
________
Tax for financial service companies at 10% (38,378)
Effect of:
Tax losses on which a deferred tax asset has not
been recognised 38,378
________
Total taxation on loss on ordinary activities -
________
8 Earnings per share
Earnings per share is calculated by dividing the loss after tax
for the period by the weighted average number of shares in issue
for the period, these figures being as follows:
2021
GBP
Loss used in basic and diluted EPS, being loss
after tax (383,784)
Adjustments:
Share based remuneration 146
Adjusted earnings used in adjusted EPS (383,638)
________
The Subco Incentive Scheme share options (note 18) have not been
included in the diluted EPS on the basis that they are
anti-dilutive, however they may become dilutive in future
periods.
2021
Number
Weighted average number of ordinary shares of
1p each used as the denominator in calculating
basic and diluted EPS 529,360
________
Earnings/(loss) per share
Basic and diluted (GBP0.72)
Adjusted - basic and diluted after the adjustments (GBP0.72)
in the table above
9 Adjusted earnings before interest, tax, depreciation
and amortisation (Adjusted EBITDA)
2021
GBP
Loss before tax ( 383,784)
EBITDA loss ( 383,784)
Share based remuneration 146
Adjusted EBITDA loss ( 383,638)
===========
10 Subsidiaries
The Company directly owns the ordinary share capital of its
subsidiary undertakings as set out below:
Subsidiary Nature of business Country of Proportion of A Proportion of B
incorporation ordinary shares held ordinary shares held
by Company by Company
Acceler8 Ventures Intermediate holding Jersey, Channel 100 per cent. 0 per cent.
Subco Limited company Islands
The address of the registered office of Acceler8 Ventures Subco
Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands,
JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021.
The A ordinary shares have full voting rights, full rights to
participate in a dividend and full rights to participate in a
distribution of capital. The B ordinary shares have been issued
pursuant to the Company's Subco Incentive Scheme and hold no voting
or dividend rights
11 Cash and cash equivalents
2021
GBP
Cash and cash equivalents 432,440
________
12 Other receivables
2021
GBP
Prepayments 1,169
________
13 Other payables
2021
Current other payables GBP
Accruals 80,080
________
14 Financial instruments
The Group's financial assets and liabilities comprise cash and
other payables. The carrying value of all financial assets and
liabilities equals fair value given their short term nature.
Financial assets
measured at amortised
cost
2021
GBP
Current financial assets
Cash and cash equivalents 432,440
________
Financial liabilities
measured at amortised
cost
2021
GBP
Current financial liabilities
Accruals 80,080
________
Credit risk
The Group's credit risk is wholly attributable to its cash
balance. All cash balances are held at a reputable bank in Jersey.
The credit risk from its cash and cash equivalents is deemed to be
low due to the nature and size of the balances held.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due.
The Group's approach to liquidity risk is to ensure that
sufficient liquidity is available to meet foreseeable requirements
and to invest funds securely and profitably.
The following table details the contractual maturity of
financial liabilities based on the dates the liabilities are due to
be settled:
Financial liabilities:
Less than 2 to 5 More than
1 year Years 5 years Total
GBP GBP GBP GBP
Accruals 80,080 - - 80,080
______ ______ ______ ______
At 31 December 2021 80,080 - - 80,080
_______ _______ ______ _______
15 Share capital
Allotted, called up and fully
paid
2021 2021
Number GBP
Ordinary shares of 1p each:
At incorporation date 2 -
Issued in the period 749,998 7,500
_________ _________
At 31 December 750,000 7,500
_________ _________
On incorporation on 25 March 2021, the Company had an authorised
share capital of GBP10,000 divided into 10,000 ordinary shares of
par value of GBP1 each, of which one ordinary share was issued to
each of the Founders. The two ordinary shares were each issued for
consideration of GBP1.00 per share.
On 18 May 2021, the Company sub-divided its share capital.
Pursuant to the Sub-division, the two ordinary shares of GBP1.00
each in the issued share capital of the Company were split into 200
ordinary shares. Following the sub-division, 198 ordinary shares
were re-designated as deferred shares of par value GBP0.01 each.
Following the sub-division and re-designation: the issued share
capital of the Company was comprised of 2 ordinary shares and 198
deferred shares; and the Company had an authorised share capital of
GBP10,002 divided into 1,000,000 ordinary shares of par value
GBP0.01 each and 200 deferred shares of a par value GBP0.01 each.
The deferred shares were redeemed and subsequently cancelled, with
a capital redemption reserve created of equivalent value as per
note 16.
On 21 May 2021, the Company issued and allotted 399,998 Ordinary
Shares at a price of GBP1.00 per ordinary share to the founders,
for aggregate consideration of GBP399,998 in cash. Immediately
following that issue and allotment, the issued share capital of the
Company was comprised of 400,000 ordinary shares and 198 deferred
shares.
On 21 May 2021, in accordance with article 5B of the Articles,
the Company redeemed for nil consideration the deferred shares. Any
amounts standing to the credit of any nominal or share premium
account relating to deferred shares that were redeemed were
credited to a capital reserve of the Company and are available for
use in accordance with the Companies Law.
On 24 May 2021, the Company issued and allotted 25,000 ordinary
shares at a price of GBP1.00 per ordinary share, for aggregate
consideration of GBP25,000 in cash. Immediately following that
issue and allotment, the issued share capital of the Company was
comprised of 425,000 ordinary shares.
Pursuant to the IPO placing, 325,000 ordinary shares were issued
and allotted at a price of GBP0.10 per ordinary shares to certain
new investors.
Immediately following this issue and allotment, the Company's
issued share capital increased to 750,000 ordinary shares. All
shares are equally eligible to receive dividends and the repayment
of capital and represent one vote at the shareholders' meeting of
the Company.
16 Reserves
Share premium and retained earnings represent balances
conventionally attributed to those descriptions. The transaction
costs relating to the issue of shares was deducted from share
premium.
The Capital redemption reserve is made up on amounts arising
from the cancellation of the deferred shares.
The Group having no regulatory capital or similar requirements,
its primary capital management focus is on maximising earnings per
share and therefore shareholder return.
The non-controlling interests reserves arises out of amounts due
to holders of the B shares in Acceler8 Ventures Subco Limited.
The Directors have proposed that there will be no final dividend
in respect of 2021.
17 Share Incentive Plan
On 14 July 2021, the Group created a Subco Incentive Scheme
within its wholly owned subsidiary Acceler8 Ventures Subco Limited
("Subco"). Under the terms of the Subco Incentive Scheme, scheme
participants are only rewarded if a predetermined level of
shareholder value is created over a three to five year period or
upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in
market capitalisation of the Company, following adjustments for the
issue of any new Ordinary shares and taking into account dividends
and capital returns ("Shareholder Value"), realised by the exercise
by the beneficiaries of a put option in respect of their shares in
Subco and satisfied either in cash or by the issue of new ordinary
shares at the election of the Company.
Under these arrangements in place, participants are entitled to
up to 15 per cent. of the Shareholder Value created, subject to
such Shareholder Value having increased by at least 12.5 per cent.
per annum compounded over a period of between three and five years
from admission or following a change of control of the Company or
Subco.
18 Share based payments
The Subco Incentive Scheme detailed in Note 17 is an
equity-settled share option plan which allows employees and
advisors of the Group to sell their B shares to the company in
exchange for a cash payment or for shares in the Company (at the
Company's election) if certain conditions are met.
These conditions include good and bad leaver provisions and that
growth in Shareholder Value of 12.5 per cent. compound per annual
is delivered over a three to five year period for the scheme to
vest. This second condition is therefore a market condition which
has been taken into account in the measurement at grant date of the
fair value of the options.
The outstanding B share options have a weighted average
contractual life of 4 years 9 months. 29,000 B share options were
issued in the period, all of which were outstanding at the period
end. No B share options were exercised in the period. No B share
options have expired during the period. The weighted average
exercise price of the outstanding B share options is Nil.
The Group recognised GBP146 of expenditure in the statement of
total comprehensive income in relation to equity-settled
share-based payments in the period.
The fair value of options granted during the period is
determined by applying a binominal model. The expense is
apportioned over the vesting period of the option and is based on
the number which are expected to vest and the fair value of these
options at the date of grant.
The inputs into the binomial model in respect of options granted
in the period are as follows:
Opening share price GBP1
Expected volatility of
share price 16.67%
Expected life of options 5 years
Risk-free rate 0.71%
Target increase in share
price per annum 12.5%
Fair value of options 5.397p
Expected volatility was estimated by reference to the average
5-year volatility of the FTSE SmallCap Index.
The target increase in Shareholder Value is laid out in the
Articles of Association of the Subco and represents the compounded
target annual increase in market capitalisation (adjusted for
capital raises and dividends) that needs to be met between the
third and fifth anniversary of the Group's admission onto the Main
Market of the London Stock Exchange in order for the scheme to
vest.
The Group did not enter into any share-based payment
transactions with parties other than employees and advisors during
the current period.
19 Related party transactions
Transactions with key management personnel
Key management personnel comprise the Directors and executive
officers. The remuneration of the individual Directors is disclosed
in the Report of the Directors.
Other transactions - Group
On 14 May 2021, the Company entered into an arm's length
strategic advisory agreement with Tessera pursuant to which Tessera
has agreed to provide strategic and general corporate advice, and
acquisition and capital raising transaction support services to the
Company. Tessera was entitled to an initial transaction fee of
GBP100,000 (plus VAT) payable on admission for transaction
management services provided to the Company in connection with
admission capital raising activities.
From admission, Tessera will provide strategic advisory services
and will be paid a success fee on completion on the first
acquisition, at an amount to be agreed between Tessera and the
Company. Following completion of the first acquisition, Tessera
will provide services as requested by the Company and will charge a
fixed daily rate or monthly retainer fee depending on the volume of
such services. As at 31 December 2021, GBPnil was owed to Tessera
by the Company.
20 Post balance sheet events
There are no events subsequent to the reporting date which would
have a material impact on the financial statements.
21 Contingent liabilities
There are no contingent liabilities at the reporting date which
would have a material impact on the financial statements.
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END
FR UWUARUKUSUUR
(END) Dow Jones Newswires
April 29, 2022 02:01 ET (06:01 GMT)
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