TIDMASLR
RNS Number : 3665F
Asimilar Group PLC
21 March 2022
Certain information contained within this Announcement is deemed
by the Company to constitute inside information as stipulated under
the UK Market Abuse Regulations ("MAR"). Upon publication of this
Announcement, this information is now considered to be in the
public domain.
Asimilar Group plc
("Asimilar", the "Company" or the "Group")
Final results for the year ended 30 September 2021
The Board of Asimilar Group plc (AIM: ASLR), the investment
company focused on technology opportunities in the fields of big
data, machine learning, telematics and the Internet of Things, is
pleased to announce the Group's audited results for the year ended
30 September 2021.
Highlights
-- Profit after tax of GBP26.7 million (2020: GBP0.4 million)
-- Basic earnings per share of 23.29p (2020: 0.41p)
-- Total net assets of GBP41.5 million (2020: GBP10.6 million)
-- GBP5 million investment into Dev Clever at 10p per share
-- Further investment in other existing portfolio companies,
including Audioboom, SeeQuestor, Magic Media Works, Gfinity and
Sparkledun
-- Raised GBP7.3 million cash through the exercise of warrants
in the Company, and the sale of Dev Clever options and warrants
Post year end developments
There have been a number of positive post period end
developments in respect of the Group's portfolio companies. Dev
Clever Holdings plc ("Dev Clever"), the Group's largest holding by
carrying value, continues to progress its acquisition of Veative
Labs Pte Ltd (Singapore) ("Veative") and its shares are currently
suspended pending completion and FCA approval of its prospectus.
All Active Asset Capital Ltd ("AAA") has completed its acquisition
of Mesh Holdings plc, resulting in Asimilar now holding 24 million
shares in AAA. AAA has announced a number of interesting
developments and opportunities. Audioboom's share price has
increased materially with its latest closing mid price of GBP18.75
per share (30 September 2021: GBP10.20 per share).
AQSE Growth Market
The Board today announces its intention to seek admission of its
shares to trading on the Access Segment of the AQSE Growth Market.
The Board believes in the opportunities offered by the AQSE Growth
Market to improve liquidity in nascent companies and in the
investment companies that invest in them. It also provides greater
optionality to the Board going forwards, should the Company decide
to cancel the admission of its shares to trading on AIM, in terms
of reducing operating costs and taking advantage of a market regime
which may be more fitting to an investment company. This includes
reducing the risk that investment opportunities are missed and
shareholders' interests thereby affected. The Company's shares will
continue to trade on AIM and the Board will continue to assess the
dual-listing structure. Any proposal to cancel the admission to AIM
would be subject to shareholder approval.
John Taylor, the Chairman of the Company, commented: "I am
delighted to present these excellent results for the year in
review. The Board remains very optimistic on the opportunities our
portfolio companies are presented with in the coming months and
believes several have the potential to make material advances in
2022. We very much look forward to updating the market with news on
a number of fronts."
Contacts:
Asimilar Group plc
John Taylor via Buchanan
Cairn Financial Advisers LLP
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Corporate Finance Limited
(Sole broker)
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Buchanan Communications Ltd Tel: +44 20 7466 5000 or
Asimilar@buchanan.uk.com
Richard Oldworth
Chris Lane
Introduction
I am pleased to present the annual report and consolidated
financial statements for Asimilar Group plc ("Asimilar", "the
Group", or "the Company"), for the financial year ended 30
September 2021.
Technology is at the foundation of our investment criteria. We
invest in businesses that develop purpose-built technology and
possess the operational expertise to scale and generate positive
returns for shareholders. We back founders that have a dedicated
passion and competency for creating and engineering premium
customer experiences through technology, content and product
innovation.
As an investment business we evaluate a significant pipeline of
potential investment opportunities based on the principles of our
stated investment criteria. Before investing, the board always
evaluates the opportunities diligently and takes valued input from
key shareholders and our investor partners on the value potential
of the investment opportunities.
The board has evaluated a number of options to maintain positive
momentum and capitalise on new opportunities in the market that we
believe are in the best interests of shareholders. It has executed
a number of follow on and new investments as a result.
Investment Strategy
At our last Annual General Meeting, held on 18 August 2021,
shareholders approved a broadening of our investment policy to
include a wider array of technology based businesses, whilst still
focusing primarily on the sub-sectors of Big Data, Machine
Learning, Telematics and Internet of Things. It also removed the
stated intention of only considering businesses that are generating
positive cash flows, or are likely to do so imminently, so that
investments in earlier stage, high growth, disruptive companies
could be considered.
Financial Review
Total comprehensive income for the year was GBP26,705,635 (2020:
GBP392,329). Unrealised gains on investments were GBP25,687,510
(2020: loss GBP1,778,363) and realised gains on investments were
GBP2,202,000 (2020 impairment gains: GBP5,728). Cash at the bank at
the year-end was GBP600,090 (2020: GBP709,819).
As at 30 September 2021, total assets were GBP43,735,675 (2020:
GBP12,547,890) and the net fair value of investments held was
GBP43,040,104 (2020: GBP8,794,403). Total net assets were
GBP41,474,640 (2020: GBP10,591,255) which represents 35.94 (2020:
11.60) pence per share.
Investment Portfolio
Asimilar has developed a portfolio approach to its investments.
The Board will assess new investments as well as reinforcing
existing investments in portfolio companies where it has assessed
there are opportunities to enhance shareholder value. In order to
expose our investors to the potential returns that we believe they
demand, such investments should be regarded as at the highest end
of the risk spectrum. A brief summary of our investments and
developments within them is outlined below:
Dev Clever Holdings Plc ("Dev Clever")
Dev Clever Holdings Plc, together with its wholly owned
subsidiary Dev Clever Limited, is a software and technology group
based in Tamworth, United Kingdom, specialising in the use of
lightweight integrations of cloud-based gamification and VR
technologies to deliver rich customer engagement experiences across
both the commercial and education sectors. In January 2019, Dev
Clever listed on the Standard List of the London Stock
Exchange.
The interest in Dev Clever is held via Asimilar's wholly owned
subsidiary, Asimilar Investments Limited ("AIL"), based in
Jersey.
On 3 September 2020, AIL exercised its right to subscribe for
17,500,000 shares in the capital of Dev Clever at a price of 10
pence per Dev Clever share for an aggregate subscription amount of
GBP1.75 million in accordance with the terms of the amended Dev
Clever Investment Agreement.
On 1 December 2020, AIL announced its intention to exercise the
second tranche of the Dev Clever option. This became unconditional
on 26 January 2021 resulting in a further investment of
GBP2,000,000 for 20 million new shares.
On 25 February 2021, the Group announced that it had assigned
the right to subscribe for 30 million shares in Dev Clever to
Sitius Limited ("Sitius") for a cash consideration of GBP3 million.
In addition, AIL assigned some 15 million of the warrants to
subscribe for new Dev Clever shares at 25p each to Sitius for a
further cash consideration of GBP500,000. Asimilar also announced
on 1 March 2021 AIL's intention to use the proceeds from these
assignments to complete its subscription for a further 30 million
shares in Dev Clever at 10p per share which was completed on 18
March 2021.
At 30 September 2021, AIL held 70,000,000 ordinary shares in Dev
Clever representing approximately 12.2% of Dev Clever's issued
share capital. The carrying value of this investment was
GBP26,950,000. Asimilar Group Plc also held an additional 2,300,000
shares at a carrying value of GBP885,500. AIL retains a warrant to
subscribe for 35 million new ordinary shares in Dev Clever at 25
pence per Dev Clever share.
On 24 December 2021, Dev Clever announced that trading in its
ordinary shares was to be suspended pending the approval by the FCA
of the acquisition of Veative by Dev Clever.
Mesh Holdings Plc ("MESH")
MESH is an unlisted investment business that aims to incubate
emerging technology brands. On 3 August 2020 Asimilar announced
that it had reached an agreement with MESH whereby the Company
received a consideration of 24 million MESH shares in return for
the assignment of Asimilar's right to subscribe for up to 32% of
the share capital of Sentiance N.V. ("Sentiance").
MESH holds a number of technology investments including
Sentiance N.V. Asimilar's holding of 24m shares accounted for 8.89%
of MESH's issued share capital and was carried at a valuation of
GBP984,000 as at 30 September 2021.
Sentiance is an emerging and leading organisation within
behavioural, ethical artificial intelligence and machine learning
with its "Motion Intelligence" and "Behavioural Change Platform"
technologies. Sentiance has announced new partnerships, extended
partnerships and contracts with well- known international
businesses, including several within the Fortune 500.
On 29 November 2021 the Court approved a scheme of arrangement
whereby All Active Asset Capital Limited ("AAA"), a private company
previously listed on AIM, acquired 100% of MESH on the basis of one
new AAA share for one MESH share. As a result, Asimilar now holds
24 million AAA shares representing approximately 1.3% of AAA's
issued share capital. It is expected that a 'grey market' trading
facility for AAA shares will be put in place within Q1 of 2022 as
AAA seeks to attain a listing on an international recognised stock
exchange.
Audioboom Group plc ("Audioboom")
Audioboom is a global leader in podcasting with more than 100
million downloads each month from 30 million unique listeners
around the world. Audioboom was ranked as the fourth largest
podcast publisher in the US by Triton Digital in January 2022.
Audioboom's ad-tech and monetisation platform underpins a
scalable content business that provides commercial services for a
premium network of 250 top tier podcasts.
In its quarterly update to 30 September 2021 Audioboom announced
revenues for the nine months of $39.7m, up 117% for the same period
in 2020 ($18.3m). Its nine month adjusted EBITDA of $1.2m compared
to a $1.6m loss for the same nine month period in 2020.
As at 30 September 2021 Asimilar held 155,000 (2020: 53,400)
shares in Audioboom which represents 0.99% (2020: 0.34%) of the
issued share capital. The investment was valued at GBP1,575,920 at
30 September 2021 based on an Audioboom share price of
GBP10.20.
Magic Media Works Ltd ("Magic Media")
Magic Media is a music entertainment technology business. The
company's mission is to bring families together through shared
music entertainment experiences, making every home a connected
home.
ROXi, which was launched by Magic Media in 2017, is the world's
first 'made for TV' music entertainment product, delivering music
entertainment experiences that allow consumers to listen, sing,
dance and play together at home.
ROXi is backed by celebrity curators Kylie Minogue, Robbie
Williams and Sheryl Crow and delivers its unique interactive
experience through the stylish ROXi Console as well as through
major Smart TV and Pay TV platforms, including Sky.
Offering unlimited music, karaoke-style singing, global radio
access, an ambient sound machine and ROXi's unique music trivia
game, Name That Tune, ROXi is highly differentiated and popular
with its target market of older, family consumers. The company has
global rights agreements with the major labels (Universal Music
Group, Sony Music Group, Warner Music Group) and major independents
including Merlin Music, providing customers with one year's access
to a premium music catalogue of over 55 million music tracks.
On 8 September 2020 Sky Q launched the ROXi music service,
bringing an entertaining mix of unlimited music, music games, radio
and karaoke to the living room, all in one place.
The partnership means that the ROXi music entertainment
experience is now available on the Sky Q Pay TV platform, without
the need for any additional hardware.
The launch of "ROXi on Sky Q" is part of a wider strategy to
provide the ROXi experience on all major Smart TV and Pay TV
platforms, with Sky having been the first European rollout partner.
Roxi is now available on Fire TV, Google TV and Android TV.
On 7 December 2020 Asimilar invested a further GBP298,204 in
Magic Media via a subscription to 298,204 loan notes of GBP1.00
each.
On 23 June 2021 Asimilar took up its pre-emption rights and
invested a further GBP693,564 in loan notes of GBP1.10 each.
Interest will be paid on the Loan Notes at 5%, payable annually
in arrears on the anniversary of the Loan Note subscription. The
Loan Notes expire on 31 January 2026. Magic Media can elect to
satisfy the interest through the issuance of further Loan Notes or
shares to the Loan Note holder. Each Loan Note has a separate
warrant attached which gives the holder the right to subscribe for
a share in Magic Media at GBP1.10 for the 693,564 Loan Notes and at
GBP1.00 for the 298,204 Loan Notes at any time during the life of
the Loan Note ("Warrant"). The exercise of the Warrants can be
carried out by offsetting the exercise subscription due against the
outstanding loan amount, effectively resulting in a cashless
exercise.
At 30 September 2021 Asimilar held 1,646,682 shares which
represents 6.13% (2020: 7.4%) of the issued share capital. Asimilar
also holds GBP1,491,768 in convertible loan notes, 928,717 warrants
and has options over a further 95,000 ordinary shares in Magic
Media. The carrying value of this investment was GBP3,352,295 at 30
September 2021.
Simplestream Limited ("Simplestream")
Simplestream is an award winning provider of best in class, next
generation TV solutions to some of the biggest players in the
broadcast, sports and media industry. Clients include A&E
Networks, AMC Networks, Channel 4, Nova TV Sony Traceplay, QVC TV,
Box Nation, Little Dot Studios and At The Races amongst others.
New customers taken on during the year were GB News, Digital
Theatre and Craftsy. The company delivered the Paralympic Games on
Channel 4's website and over its OTT platform.
Simplestream's cloud-based Media Manager platform provides
broadcasters and rights owners with an end-to-end technology
services eco-system, with a full range of multi-platform TV and
video distribution products including low latency online simulcasts
of TV channels, real-time sports highlights clipping, broadcaster
catch-up services, social video syndication and subscriber
management services.
Simplestream's technology platform also provides multi-channel
and multi-territory front-end templated applications for a complete
range of connected devices including mobiles, tablets, connected
TVs and fast-growing over the top (OTT) platforms such as Amazon
Fire TV, Apple TV and Roku. In the UK Simplestream's "Hybrid TV"
solution is used by leading broadcasters to power "catchup"
services on Freeview, Freesat, YouView and EETV.
Simplestream delivers services across Europe, the US, Africa and
the Far East with further international expansion planned for
2022.
At 30 September 2021 Asimilar held 9,943 (2020: 9,943) shares in
Simplestream, which represents 6.71% (2020: 6.71%) on a fully
diluted basis and a Convertible Loan Note of GBP21,000. The
carrying value of this investment at 30 September 2021 is
GBP856,212.
Gfinity plc ("Gfinity")
Gfinity is a world-leading esports solutions provider. It
focuses on designing, developing and delivering esports solutions
for e-games publishers, rights holders and brands. It has contracts
and partnership arrangements with EA Games, Microsoft, FIFA,
Formula 1 and Indycar.
During the year the company grew its Gfinity Digital Media group
("GDM") through the acquisition of three digital media assets
focused on the gaming industry; EpicStream in December 2020, Stock
Informer in August 2021 and SiegeGG Corporation in September 2021.
These transactions have strengthened the company's Digital Media
offering and improved the company's ability to offer broader and
more in depth content to its dedicated fans.
On 23 August 2021 the company completed a fundraise of GBP3.3m
through an accelerated bookbuild.
At 30 September 2021 Asimilar held 5,962,500 (2020: 400,000)
shares in Gfinity which represent 0.5% (2020: 0.05%) of the issued
share capital. The carrying value of this investment at 30
September 2021 is GBP224,462.
Sparkledun Limited ("Sparkeldun")
Sparkledun is a private company which, through its trading
subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to
exploit a patented process for the extraction of the inner core of
telecoms and power cables, allowing the insertion of fibre optic
without the need for excavation or other disruptive techniques.
The Fast to Fibre commercial proposition is to reduce the cost
of fibre optic deployment particularly in difficult to access areas
such as urban and city centres, thereby increasing the pace of
adoption in line with government targets around the world to
provide ultra-fast internet access. Fast to Fibre has successfully
completed several trials in a variety of geographical locations and
complex situations and is now progressing a number of major
commercial opportunities in the UK, Europe, North America and
India.
On 31 March 2021, Asimilar agreed to invest a further GBP300,044
for 5,047 new ordinary shares. This was part of a fund raise of
GBP2.7 million to fund growth, marketing and R&D.
At 30 September 2021 Asimilar held 8,307 (2020: 3,260) ordinary
shares of GBP1.00 each in the issued share capital of Sparkeldun,
which represents 4% (2020: 1.88%) of its issued share capital. The
carrying value of this investment was GBP493,851 at 30 September
2021.
SeeQuestor Limited ("SeeQuestor")
SeeQuestor brings together leaders in cyber security and
computer vision to deliver an Artificial Intelligence ("AI") tool
to comb through some of the estimated 1.5 trillion hours of CCTV
footage produced per year, harnessing what the Directors believe to
be world leading AI technology and affordable supercomputing to
turn terabytes of video into actionable intelligence.
SeeQuestor has two main products available: SeeQuestor
'Post-Event' which allows teams to comb through archives of video
footage to find persons of interest or vehicles, helping to solve
investigations in a fraction of the time that would otherwise be
needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras
in real-time. Use cases range from homeland security to smart
cities, airports, industrial and mining operations.
The SeeQuestor 'Post-Event' product has been used successfully
to solve crimes by 20 police forces in the UK and overseas. Having
successfully completed a number of pilots in the field through
2019, SeeQuestor 'iCCTV' is now being deployed at scale to secure
sensitive events and sites in several countries.
On 9 November 2020, Asimilar Investments Limited ("AIL")
invested a further GBP250,000 for 16,892 new equity shares in
addition to the 47,018 already held.
0n 31 December 2020 AIL invested a further GBP250,000 for new
equity shares and was also granted a 1 for 1 warrant to subscribe
for further new ordinary shares in SeeQuestor. These warrants have
also been applied on a one for one basis to the previous investment
of GBP250,000 made on 9 November 2020. The warrants were exercised
in December 2021.
The holding of SeeQuestor shares totalled 80,802 as at 30
September 2021, representing 7.08% of the issued share capital of
SeeQuestor, and the carrying value of the investment was
GBP970,138.
Low 6 Limited
Low6 Limited has developed an app for "pool betting" gameplay
designed for Millennials to compete against each other rather than
traditionally pitted against 'the House'. Distribution is through
multi-channel platform technology. Gameplay is available via
'Global network' or 'Ring-fenced geo-specific' tenants and/or
locations.
On 2 October 2020 Asimilar converted GBP60,000 of Convertible
Loan Notes into 4,408 shares. On 19 December 2020 Asimilar
exercised the warrants it held to bring the total investment in Low
6 Limited to 6,612 shares, representing some 0.01% of the issued
share capital. The carrying value of the investment was GBP119,993
at year end.
Zeelo Limited
Zeelo Limited's ambition is to build the world's leading smart
mobility platform for organizations, enabling access to safe and
sustainable transportation for everyday journeys. It seeks to use
technology and data to provide flexible and cost efficient
transportation programmes in public transit deserts. This includes
the smart provision and procurement of shared transport for
businesses and providing employees with a safer commute to work and
in education getting students to schools and colleges safely and
competitively. It also gives transport operators access to new
business via a digitised service.
Zeelo has grown very impressively over 2021 in terms of journeys
taken on the platform and significant revenue and the Board is
confident it will realise the value of its investment in the near
term.
On 4 August 2021 Asimilar invested GBP301,850 for 122 A
preference shares which represents 0.01% of the issued share
capital. The carrying value of this investment was GBP301,850 at 30
September 2021.
Asimilar Investments Limited ("AIL") formerly Intrinsic Capital
(Jersey) Limited
On 30 August 2020 Asimilar acquired Asimilar Investments Limited
("AIL"), formerly Intrinsic Capital (Jersey) Limited ("ICJL") in
order to allow Asimilar to manage its portfolio with the benefit of
the more benign capital gains tax regime available in Jersey in
respect of some of its current and future investments.
AIL was a party to an investment agreement with Dev Clever
Holdings Plc (" Dev Clever "), as announced by Dev Clever on 13 May
2020, giving AIL a right to subscribe for up to 100,000,000
ordinary shares in Dev Clever at a price of 10 pence per Dev Clever
share (the " Dev Clever Investment Agreement "). Following the
exercise of all of these subscription rights, AIL would have been
entitled to exercise a warrant to subscribe for up to 50,000,000
additional Dev Clever shares at a price of 25 pence per Dev Clever
Share (the " Dev Clever Warrant ").
At the date of acquisition AIL had exercised part of the option
and invested GBP250,000 for 2,500,000 of Dev Clever shares.
Under the terms of the acquisition agreement of AIL, the Company
acquired the entire issued share capital of AIL in return for the
issuance of 1,000,000 new Asimilar ordinary shares credited as
fully paid (" Consideration Shares "). In addition Mark Horrocks,
the sole owner of AIL, was granted warrants to subscribe for up to
9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000
warrants per tranche. Each tranche was exercisable for two years
after the relevant price criteria in Dev Clever having been
reached. The relevant price criteria are the mid-market closing
price of Dev Clever Shares for a period of five consecutive
Business Days being or exceeding (i) 28 pence; and (ii) 55 pence
respectively. The number of warrants which Mr Horrocks will be able
to exercise will be proportional to the number of shares in Dev
Clever subscribed for by the Company or AIL pursuant to the Dev
Clever Investment Agreement at the date of exercise of such
warrants.
On 29 March 2021, the Company announced that the mid-market
closing price of shares in Dev Clever had exceeded 28 pence for a
period of five consecutive Business Days. Therefore 70 per cent of
the first tranche of 4,500,000 warrants in Asimilar (equating to
3,150,000 warrants) issued to Mark Horrocks have vested. The
3,150,000 warrants are exercisable at 0.01 pence per Asimilar
ordinary share until 29 March 2023.
COVID -19 statement
The continuing global presence of coronavirus COVID-19 during
the year continued to impact on the markets and business activity.
The board has been in discussions, where possible, with its
investee companies to better understand the impact on their
business and actions taken to protect the businesses.
Our investee companies have carried out risk assessments and
successfully implemented a number of actions to protect their
workers and businesses.
Share issues
During the year Asimilar Group Plc issued new shares as a result
of the exercise of various warrants as follows:
- 2,760,000 5p warrants were exercised raising funds of GBP138,000.
- 11,562,500 30p warrants were exercised raising funds of GBP3,468,750.
The following warrants were issued during the year (in addition
to the 3,150,000 warrants issued to Mark Horrocks referred to
above):
- 1,000,000 director warrants to Mark Horrocks with an exercise price of 30p per share.
- 6,000,000 warrants to Sitius relating to the disposal of the
DevClever Option and Warrants with an exercise price of 50p per
share.
- 250,000 director warrants to Michael Preen with an exercise price of 60p per share.
Post Year End Transactions
On 29 October 2021 All Active Asset Capital Limited ("AAA")
completed its acquisition of MESH. Asimilar now holds 24m shares in
AAA which represented 1.3% of AAA's issued share capital. AAA
currently holds 185,917 shares of AAQUA N.V. which represents 32.5%
of the issued share capital of AAQUA NV and 28,000 shares of
Sentiance N.V. which represents 25.3% of the current issued share
capital of that company.
AAA is a technology investing company, previously listed on AIM.
It is pursuing a strategy of investing in opportunities within the
global technology, software and Artificial Intelligence space,
seeking to expose investors to a portfolio of potential future
market leaders. It has announced its intention to re-list on a
recognised international exchange and ahead of that, to enable a
'grey market' trading facility in its shares during 2022.
AAQUA is a new social and community platform, centred around
passions, connecting like-minded people, fans, icons, creators and
brands through a federated network of passion communities. AAQUA's
plan is to reshape the social media experience along more positive
and inclusive lines by empowering peer-level communities,
celebrating authentic and purposeful connections, and unleashing
the power of co-creation.
Sentiance is a Belgian intelligence-driven data science and
behaviour change company. Sentiance's technology is designed to
turn motion data into contextual insights and uses behavioural
change techniques to personalise engagement for safer and
sustainable mobility and well-being experiences.
On 24 December 2021, Dev Clever announced that trading in its
ordinary shares were to be suspended pending the approval by the
FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by Dev
Clever.
On 31 December, AIL exercised its SeeQuestor warrants and
invested GBP337,840 for a further 33,784 new shares to bring its
total holding to 67,568 and total Group holding to 114,586.
On 22 February 2022, the Company issued 240,000 new ordinary
shares as a result of a warrant exercise.
Investment Strategy
The shareholders approved amendments to the investing strategy
at the Company's latest AGM held in July 2021. As a result the
Board broadened its investing policy to encompass the broader
technology sector whilst remaining primarily focused on
opportunities within Big Data, Machine Learning, Telematics and
Internet of Things. It also removed the stated intention of only
considering businesses that are generating positive cash flows or
are likely to so imminently, so that investments in earlier stage,
high growth, disruptive companies can be considered. The full text
of the amended investing policy is as follows:
The Company's Investing Policy is to invest in businesses which
have some or all of the following characteristics:
-- strong management with a proven track record;
-- ready for investment without the need for material re-structuring by the Company
-- via an injection of new finances or specialist management,
the Company can enhance the prospects and therefore the future
value of the investment;
-- able to benefit from the Directors existing network of contacts; and
-- the potential to deliver significant returns for the Company.
Asimilar Group Plc will invest in the technology and software
sectors and aims to focus primarily on opportunities in the Big
Data, Machine Learning, Telematics and Internet of Things
areas.
Whilst the Directors are principally focused on making
investments in private businesses, they do not rule out investments
in listed businesses if this presents, in their judgment, the best
opportunity for Shareholders.
The Company intends to be an active investor in situations where
the Company can make a clear contribution to the progress and
development of the investment. In respect of other more substantial
investment opportunities, the Directors expect the Company to be
more of a passive investor.
The Directors believe that their broad collective experience
together with their extensive network of contacts assists them in
the identification, evaluation and funding of appropriate
investment opportunities. When necessary, other external
professionals will be engaged to assist in the due diligence on
prospective targets and their management teams. The Directors will
also consider appointing additional directors with relevant
experience if required.
There exists no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules. Where the Company builds a portfolio of related
assets it is possible that there may be cross-holdings between such
assets. The Company does not currently intend to fund any
investments with debt or other borrowings but may do so if
appropriate.
The Company's primary objective is that of securing for the
Shareholders the best possible value consistent with achieving,
over time, both capital growth and income for Shareholders through
developing profitability coupled with dividend payments on a
sustainable basis.
Outlook
The Board will continue to pursue and evaluate opportunities
that meet the investment criteria. It remains very optimistic on
the opportunities our portfolio companies are presented with in the
coming months and believe several have the potential to make
material advances in 2022. We very much look forward to updating
the market with news on a number of fronts.
I would like to thank our shareholders and advisors for sharing
our vision and supporting the Board.
John Taylor
Chairman
Date: 18 March 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 SEPTEMBER 2021
2021 2020
Notes GBP GBP
Revenue 5 14,000 14,000
Other income 5 - 1,140,000
Realised gains on investment disposals 2,202,000 -
Administrative expenses (800,536) (1,043,099)
Fair value gain on asset acquisition 18 - 1,694,436
(Losses) / Gains from remeasurement of
derivative financial liabilities 16 (459,900) 436,500
Sundry income 43,414 5,728
Remeasurement to fair value of investments
in financial assets 12,13 25,687,510 (1,778,363)
------------------ ------------------
OPERATING PROFIT BEFORE FINANCING ACTIVITIES 26,686,488 469,202
Finance income 6 20,377 49,945
Finance cost 6 (1,229) (126,818)
------------------ ------------------
PROFIT BEFORE TAX 8 26,705,635 392,329
Tax charge 10 - -
------------------ ------------------
PROFIT AFTER TAX 26,705,635 392,329
------------------ ------------------
Earnings per share (pence per share)
Basic earnings 12 23.29p 0.41p
========= =========
Diluted earnings 12 19.23p 0.28p
========= =========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEARED 30 SEPTEMBER 2021
2021 2020
Notes GBP GBP
ASSETS
Non-current assets
Investments in financial
assets held at fair value 13 36,312,423 5,771,908
-------------------- --------------------
36,312,423 5,771,908
-------------------- --------------------
Current assets
Investments in financial
assets held at fair value 13 6,727,681 3,022,495
Financial assets held at
amortised cost 13 - 2,771,426
Trade and other receivables 14 95,481 182,242
Cash and cash equivalents 600,090 709,819
-------------------- --------------------
7,423,252 6,685,982
-------------------- --------------------
TOTAL ASSETS 43,735,675 12,457,890
========== ==========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 15 131,635 197,135
Derivative financial liabilities
held at fair value 16 2,129,400 1,669,500
-------------------- --------------------
Total liabilities 2,261,035 1,866,635
-------------------- --------------------
Equity
Share capital 17 5,214,709 5,213,277
Share premium account 17 17,932,954 14,327,636
Merger relief reserve 17 279,900 279,900
Warrant reserve 17 157,813 157,813
Retained earnings 17 17,889,264 (9,387,371)
--------------------- ---------------------
Total equity 41,474,640 10,591,255
--------------------- ---------------------
TOTAL EQUITY AND LIABILITIES 43,735,675 12,457,890
========== ==========
The financial statements were approved and authorised for issue
by the board of directors on 18 March 2022 and were signed below on
its behalf by
John Taylor
Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2021
Share Merger
Share Premium Relief Retained Warrant
Capital Account Reserve Earnings Reserve Total
GBP GBP GBP GBP
At 1 October
2019 5,207,754 7,864,973 - (10,104,200) - 2,968,527
Total
comprehensive
income for
the
year - - - 392,329 - 392,329
Share based
payments - - - 324,500 - 324,500
Issue of
warrants - - - - 157,813 157,813
Transactions
with
owners
Shares issued 5,523 6,580,097 279,900 - - 6,865,520
Cost of new
issue - (117,434) - - - (117,434)
----------------- ------------------ ------------------ -------------------- -------------------- ------------------
At 1 October
2020 5,213,277 14,327,636 279,900 (9,387,371) 157,813 10,591,255
Total
comprehensive
income for
the
year - - - 26,705,635 - 26,705,635
Share based
payments - - - 571,000 - 571,000
Transactions
with
owners
Shares issued 1,432 3,605,318 - - - 3,606,750
----------------- ------------------ ------------------- -------------------- -------------------- ------------------
At 30
September
2021 5,214,709 17,932,954 279,900 17,889264 157,813 41,474,640
========= ========== ========== =========== =========== =========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its
nominal value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the
acquisition of Intrinsic Capital Jersey Limited, recognised in
accordance with S162 of the Companies Act 2006.
Retained earnings
Represents accumulated losses to date.
Warrant reserve
Represents the fair value of placing warrants issued.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2021
2021 2020
GBP GBP
Operating activities
Profit for the year 26,705,636 392,329
Adjustments for:
(Increase) / decrease in trade
and other receivables 86,761 (112,776)
Decrease in trade and other
payables (65,500) (80,310)
Net finance cost (19,148) (42,655)
Unrealised losses / (gain) on
remeasurement to fair value (25,687,510) 1,364,364
Gain on sale of investments (2,202,000) -
Fair value gain on asset acquisition - (1,694,436)
Share based payments 571,000 324,500
Other income (non-cash transaction) - (1,140,000)
------------------- -------------------
Net cash generated / (used)
in activities (610,761) (988,984)
------------------- -------------------
Investing activities
Payments to acquire investments (9,570,755) (2,453,901)
Proceeds from sale of investments 3,674,463 -
Loans repaid / (advanced) 2,771,426 (2,722,422)
Finance income received 19,148 941
------------------- -------------------
Net cash used in investing activities (3,105,718) (5,175,382)
------------------- -------------------
Financing activities
Net proceeds from issue of shares 3,606,750 6,625,899
Cash arising on acquisition
of ICJL - 5,871
------------------ ------------------
Net cash generated from financing
activities 3,606,750 6,631,770
------------------- -------------------
Net increase / (decrease) in
cash and cash equivalents (109,729) 467,404
Cash and cash equivalents at
the start of the year 709,819 242,415
------------------ ------------------
Cash and cash equivalents at
the end of the year 600,090 709,819
------------------ ------------------
Cash and cash equivalents consist
of:
Cash and cash equivalents 600,090 709,819
========= =========
The Group had no debt in either period, therefore no net debt
reconciliation has been presented.
NOTES TO THECONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 30 SEPTEMBER 2021
1. GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is listed
on the Alternative Investment Market (AIM) and incorporated and
domiciled in the UK. The address of its registered office is 4 More
London Riverside, London, SE1 2AU.
2. ACCOUNTING POLICIES
2.1 Basis of preparation
The consolidated financial statements have been prepared in
accordance with EU endorsed International Accounting Standards and
International Financial Reporting Standards (collectively "IFRS")
and the requirements of the Companies Act 2006 applicable to
companies reporting under IFRS.
The consolidated financial statements have been prepared under
the historical cost convention, as modified by the revaluation of
financial assets and financial liabilities (including derivative
instruments) at fair value through profit or loss.
The preparation of financial statements requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the group's
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements, are
disclosed in note 3.
2.2 Changes in accounting policies and disclosures
(a) New standards, amendments and interpretations adopted by the
Group
During the year ended 30 September 2021, the group has not
adopted any new IFRS, IAS or amendments issued by the IASB and
interpretations by the IFRS Interpretations Committee which have
had a material impact on the group's financial statements.
(b) New standards, amendments and interpretations not yet
adopted
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning after 1
January 2021 and have not been applied in preparing these
consolidated financial statements. None of these is expected to
have a significant effect on the consolidated financial statements
of the Group. There are no other IFRSs or IFRIC interpretations
that are not yet effective that would be expected to have a
material impact on the group.
2.3 Going Concern
The Group had net assets of GBP41,474,640 as at 30 September
2021 (2020: net assets GBP10,591,255) and generated income after
tax of GBP26,705,635 (2020: GBP392,329) in the reporting
period.
After taking into account anticipated operational costs,
expected cash outflows and funds arising from the disposal of
listed investments as part of a cash flow forecast prepared to
April 2023, the directors are confident that the Group will remain
in operational existence for the foreseeable future and that the
going concern basis of preparation is appropriate to the Group's
financial statements.
2.4 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities)
over which the group has control. The group controls an entity when
it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control
ceases.
The Group considers whether acquisitions meet the criteria of a
business combination in determining whether to apply the criteria
of IFRS 3: Business Combinations. Where such criteria are not met
(as in the case of the acquisition of Intrinsic Capital (Jersey)
Limited during the prior year), the consideration payable and
assets and liabilities are ascribed a fair value in accordance with
IFRS 9: Financial Instruments and IFRS 13: Fair Value Measurement.
The reasons and difference arising on such a transaction are
considered and recognised in accordance with the relevant standard.
Differences in fair value arising from an exchange of financial
instruments conducted on an arm's length basis are recognised as
'Day One gains or losses' in the income statement.
Acquisition-related costs are recognised as part of the carrying
value of the relevant asset's initially recognised cost.
Contingent consideration is classified either as equity or as a
financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value, with changes in fair
value recognised in profit or loss.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated. When necessary, amounts reported by
subsidiaries have been adjusted to conform with the group's
accounting policies.
2.5 Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates ("functional
currency").
The consolidated financial statements are presented in Pounds
Sterling (GBP), which is the Company's functional and the Group's
presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in the income statement, except when deferred in
other comprehensive income as qualifying cash flow hedges and
qualifying net investment hedges. Foreign exchange gains and losses
that relate to borrowings and cash and cash equivalents are
presented in the income statement within 'finance income or costs'.
All other foreign exchange gains and losses are presented in the
income statement within 'Finance costs'.
Translation differences on non-monetary financial assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss.
2.6 Revenue
Revenue is recognised when revenue and associated costs can be
measured reliably and future economic benefits are probable.
Revenue is measured at fair value of consideration received or
receivable for services provided in the normal course of business,
net of discounts, VAT and other sales related taxes.
The company only has one class of business, investment holdings
and management, and therefore no segmental information has been
presented.
2.7 Interest income
Interest income is accrued on a time apportioned basis, by
reference to the principal outstanding and at the effective
interest rate applicable.
2.8 Taxation
The tax expense represents the sum of the current tax expense
and deferred tax expense.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from accounting profit as reported in
the Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years and
further excludes items that are never taxable or deductible. The
Group's liability to current tax is measured using tax rates that
have been enacted or substantively enacted by the reporting
date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available against
which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or if the initial liabilities in a
transaction that affect either the taxable profit or the accounting
profit.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient future taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax is calculated at the rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
2.9 Financial assets
Classification
The Group classifies its financial assets in the following
categories: at amortised cost including trade receivables and other
financial assets, at amortised cost and at fair value through
profit or loss. The classification depends on the purpose for which
the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition. No
financial assets are held at fair value through Other Comprehensive
Income (OCI).
Trade receivables and other non interest bearing receivables
Trade and other non interest bearing receivables are recognised
initially at the amount of consideration that is unconditional,
unless they contain significant financing components, in which case
they are recognised at fair value. The group holds the trade
receivables with the objective of collecting the contractual cash
flows, and so it measures them subsequently at amortised cost using
the effective interest method.
The Group's accounting policy is to recognise trade receivables
within current assets.
(i) Fair values of trade receivables
Due to the short-term nature of the current receivables, their
carrying amount is considered to be the same as their fair
value.
(ii) Impairment and risk exposure
Information about the impairment of trade receivables and the
group's exposure to credit risk, foreign currency risk and interest
rate risk can be found in note 4.
Other financial assets at amortised cost
(i) Classification of financial assets at amortised cost
The group classifies its financial assets at amortised cost only
if both of the following criteria are met:
-- the asset is held within a business model whose objective is
to collect the contractual cash flows; and
-- the contractual terms give rise to cash flows that are solely
payments of principle and interest.
(ii) Other receivables
-- These amounts generally arise from transactions outside the
usual operating activities of the group. Interest could be charged
at commercial rates where the terms of repayment exceed six months.
Collateral is not normally obtained. The non-current other
receivables are due and repayable within three years from the end
of the reporting period.
-- Due to the short-term nature of the other current
receivables, their carrying amount is considered to be the same as
their fair value. For the majority of the non-current receivables,
the fair values are also not significantly different from their
carrying amounts.
Financial Assets at Fair Value Through Profit or Loss
(i) Classification of financial assets at fair value through
profit or loss
The group classifies the following financial assets at fair
value through profit or loss (FVTPL):
-- Equity investments for which the entity has not elected to
recognise fair value gains and losses through OCI.
-- Derivative financial assets such as options over counterparty
equity instruments.
(ii)Fair value, impairment and risk exposure
Information about the methods and assumptions used in
determining fair value is provided in note 3.
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount
reported in the Statement of Financial Position when there is a
legally enforceable right to offset the recognised amounts and
there is an intention to settle on a net basis or realise the asset
and settle the liability simultaneously. The legally enforceable
right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of
default, insolvency or bankruptcy of the company or the
counterparty.
Derivative Financial Instruments that do not qualify for hedge
accounting
Derivatives are initially recognised at fair value on the date a
derivative contract is entered into and are subsequently remeasured
at their fair value.
The Group's derivatives do not qualify for hedge accounting.
Changes in the fair value of any derivative instrument that does
not qualify for hedge accounting are recognised immediately in
profit or loss and are included in other gains/(losses).
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks and other short term deposits with maturities of
three months or less.
Derivative financial liabilities
Derivative financial liabilities constitute warrants over the
parent company's own equity, they are initially recognised at fair
value on the date a derivative contract is entered into and are
subsequently remeasured at their fair value.
Information about the methods and assumptions used in
determining fair value is provided in note 3.
Trade and other receivables
Trade and other non-interest bearing receivables are initially
recognised at cost and are subsequently measured at amortised cost
using the effective interest method, less provision for impairment.
A provision for impairment of trade receivables is established when
there is objective and probable evidence that it is uncertain if
the amount due can be collected. Movement in the provision charged
or credited in the period is recognised in the income
statement.
The Group discounts some of its trade receivables. The
accounting policy is to continue to recognise the trade receivables
within current assets and to record cash advances as borrowings
within current liabilities.
Trade and other payables
Trade and other payables are not interest bearing and are
initially recognised at cost and are subsequently measured at
amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the Group are recorded at the
proceeds received, net of direct issue costs.
2.10 Share based payments
The Company issues equity-settled options and warrants to
certain employees, directors and financing parties and these are
measured at fair value at the date of grant by reference to the
fair value of the equity instruments granted. The fair value
determined at the grant date of equity-settled share-based payments
is expensed on a straight-line basis over the vesting period (or
immediately if there is no such period), based on the Company's
estimate of the number of instruments that will eventually vest
with a corresponding adjustment to equity. Fair value is measured
by use of an appropriate option pricing model. The expected life
use in the model has been adjusted based on management's best
estimates, for the effect of non-transferability, exercise
restrictions, and behavioral considerations.
Non-vesting and market vesting conditions are taken into account
when estimating the fair value of the option at grant date. Service
and non-market vesting conditions are taken into account by
adjusting the number of options expected to vest at each reporting
date.
2.11 Earnings per share
Basic earnings per share is calculated by dividing:
-- the profit attributable to owners of the company, excluding
any costs of servicing equity other than ordinary shares;
-- by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary
shares issued during the year and excluding treasury shares (note
11).
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account:
-- the after-income tax effect of interest and other financing
costs associated with dilutive potential ordinary shares; and
-- the weighted average number of additional ordinary shares
that would have been outstanding, assuming the conversion of all
dilutive potential ordinary shares
3. Critical accounting judgements and key sources of estimation
uncertainty
Estimates and judgements are continually evaluated and are based
on historical experience, internal controls, advice from external
experts and other factors, including expectations of future events
that are believed to be reasonable under circumstances. The
following estimates are considered integral to the Group's reported
financial information:
Investment valuation
The Group has a number of level 3 investments whereby their
valuation is determined in whole or in part using valuation
techniques based on assumptions that are not supported by prices
from observable market transactions in the same instrument and not
based on available observable data.
Valuation of Unlisted equity investments
Management determines the fair value of unlisted equity
investments primarily by reference to the prevailing price of
further investment when conducted by the relevant entity on an
arm's length basis. This is determined by reference to relevant
historical fund raising prices and relevant post balance sheet
events where it can be explicitly demonstrated that the conditions
existed at the Group's balance sheet date. Management also
exercises its own professional judgement in conducting these
desktop valuations. At the balance sheet date the aggregate fair
value of investments valued in this manner was GBP13,384,222 (2020:
GBP7,098,593) (see note 13 for further analysis).
Where recent share placings have not been undertaken by the
relevant investee entity, or are not considered to be a reliable
indicator of fair value, management utilises alternative techniques
to assess equity valuations. Such techniques include reference to
comparable market transactions for similar business, enterprise
valuations based on revenue and EBITDA multiples and equity
valuation adjustments to take into account factors such as working
capital, cash and debt positions in the investee entity. Such
investment valuation methodologies rely on unobservable inputs and
will often present a range of potential valuations. The Directors
will adopt what they consider to be the most appropriate valuation
within such ranges but acknowledge that there remains significant
estimation uncertainty associated with this approach
Mesh Holdings Plc ("MESH") equity investment
On 3 August 2020 the Company acquired 24 million shares in MESH
(8.9% of its share capital, since diluted to 8.2%). The fair value
of the shareholding at the balance sheet date of GBP984,000 (2020:
GBP1,130,000) was determined with reference to an external
valuation conducted by an independent third party. The valuation
was derived by using a net asset valuation basis using publicly
available data and the Directors' assessment of key asset and
liability valuations associated with MESH. This included an
assessment of the fair value of Sentiance N.V., subscription rights
over which were transferred to MESH in exchange for the shares
acquired by the Group.
Derivative assets - Dev Clever Holdings Plc ("Dev Clever")
The fair value of derivative financial assets at the balance
sheet date of GBP5,670,000 (2020: GBP2,920,000) has been determined
with reference to third party actuarial valuation based on an
adjusted binomial model based on the "binomial" or "lattice" option
pricing method. The significant inputs into the model were a
weighted average share price of GBP0.385 at year end date,
volatility of 61% , dividend yield of 0%, the assumption that
warrants are subscribed for when 100% in the money, and an annual
risk-free interest rate equal to the yield on zero coupon yield
curve of UK gilts at the issue dates. The volatility measured at
the standard deviation of continuously compounded share returns is
based on statistical analysis of Dev Clever's daily share prices
over the last year.
Derivative liabilities - AIL consideration warrants
The fair value of derivative liabilities at the balance sheet
date of GBP2,129,400 (2020: GBP1,669,500) has been determined
through a third party actuarial valuation using a Monte Carlo model
that is consistent with the mathematics underlying the
Black-Scholes methodology. The significant inputs into the model
were a weighted average Dev Clever share price of GBP0.38 at year
end date, volatility of 73%, dividend yield of 0%, the assumption
that warrants are subscribed for when in the money, and an annual
risk-free interest rate equal to the yield on zero coupon yield
curve of UK gilts at the issue dates. The volatility measured at
the standard deviation of continuously compounded share returns is
based on statistical analysis of daily share prices over the last
year relevant to the instrument (namely that of the Group and
reference holding, Dev Clever Holdings Plc).
Valuation of Share based payments
The fair value of share based payments at the grant date of
GBP571,000 (2020: GBP324,500) has been determined through an
actuarial valuation using an adjusted binomial model. The
significant inputs into the model were a weighted average share
price of GBP0.38 at the grant date, the exercise price shown above,
average volatility of 73%, dividend yield of 0%, the assumption
that warrants are subscribed for when 100% in the money, and an
annual risk-free interest rate equal to the yield on zero coupon
yield curve of UK gilts at the issue dates. The volatility measured
at the standard deviation of continuously compounded share returns
is based on statistical analysis of daily share prices over the
twelve months prior to grant.
4. Financial Risk Management
Financial Risk Factors
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit
risk and liquidity risk. The Group's overall risk management
programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the Group's
financial performance.
Risk management is carried out under policies approved by the
Board of Directors. The Board provides principles for overall risk
management, as well as policies covering specific areas, such as
foreign exchange risk, interest rate risk, credit risk, use of
derivative financial instruments and non-derivative financial
instruments, and investment of excess liquidity.
(i) Derivatives
Derivatives held by the company are for speculative investment
and not for economic hedging purposes. They are classified as 'held
for trading' for accounting purposes and are accounted for at fair
value through profit or loss.
They are presented as current assets or liabilities to the
extent that they are expected to be settled within 12 months after
the end of the reporting period.
Information about the derivatives used by the group is provided
in notes 12 and 16.
(ii) Fair value measurement
For information about the methods and assumptions used in
determining the fair value of derivatives, refer to note 3.
(a) Market Risk
(i) Foreign Exchange Risk
The directors do not consider the Group to be exposed to a
significant currency risk in the current year.
(ii) Price Risk
The Group is exposed to equity securities price risk because of
investments held by the Group, classified on the consolidated
Statement of Financial Position at fair value through profit or
loss. The Group is not exposed to commodity price risk.
Sensitivity analysis
The table below summarises the impact of increases/decreases in
the equity investment portfolio on the Group's post-tax profit for
the year and on total equity. The analysis is based on the
assumption that the equity investments had increased/decreased by
5%, with all other variables held constant. Where option pricing
models with unobservable inputs have been used to derive fair
values, the impact of changes in the most significant input
assumption has been demonstrated.
Level 3 Investments in equity instruments
Impact on post-tax Impact on total
profit equity
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Financial assets at fair
value through profit or
loss - increase 5% 332,8271 205,930 332,827 205,930
Financial assets at fair
value through profit or
loss - decrease 5% (332,827) (205,930) (332,827) (205,930)
Impact on post-tax Impact on total
profit equity
Derivative assets - Dev Clever 2021 2020 2021 2020
options
GBP'000 GBP'000 GBP'000 GBP'000
Derivative assets at fair value
through profit or loss - increase
10% - 180,000 - 180,000
Derivative assets at fair value
through profit or loss - decrease
10% (-) (140,000) (-) (140,000)
Dev Clever warrants change in
subscription behaviour (default
is to subscribe at 100% in the
money)
Subscribe at 20% in the money (945,000) (850,000) (945,000) (850,000)
Returns maximisation* 280,000 550,000 280,000 550,000
Financial liabilities - consideration
warrants
Financial liabilities at fair
value through profit or loss
- increase volatilities of reference
companies by 10% (3,150) 225,000 (3,150) 225,000
Financial liabilities at fair
value through profit or loss
- decrease volatilities of reference
companies by 10% (12,600) (198,000) (12,600) (198,000)
*Assumes the warrant holder tries to maximise returns in a
financially optimal way, which generally means they will not
exercise until almost the subscription deadline.
Post-tax profit for the year would increase/decrease as a result
of gains/losses on equity securities and derivative financial
instruments classified as at fair value through profit or loss.
(iii) Interest Rate Risk
The Group currently funds its operations through the use of
equity. Cash at bank which is denominated in sterling, is held at
variable rates. At the year end, the Group's financial liabilities
did not suffer interest and thus were not subject to interest rate
risk. It is unlikely that interest rates would decrease by as much
as 1% as they are currently less than 1%. Any decrease in interest
rate to a minimum of 0% would have an insignificant impact on the
interest income received by the Group.
(b) Credit Risk
(i) Risk Management
Credit risk is mitigated by the Group via managing and analysing
the credit risk for each new debtor before terms and conditions are
offered. Credit risk arises from cash and cash equivalents,
derivative financial instruments and deposits with banks and
financial institutions, as well as credit exposures to outstanding
receivables and committed transactions. For banks and financial
institutions, only independently rated parties with a minimum
rating of "A" are accepted.
While cash and cash equivalents are also subject to the
impairment requirements of IFRS 9, the identified impairment loss
was immaterial.
(c) Liquidity Risk
The principal risk to which the Group is exposed is liquidity
risk. The nature of the Group's activities means it finances its
operations through retained earnings and the issue of new shares to
investors. The principal cash requirements are in relation to the
Group's investing policy and meeting working capital requirements.
The Group seeks to manage liquidity through planning, forecasting,
and careful cash management.
Capital Risk Management
The Group's main objective when managing capital is to protect
returns to shareholders by ensuring the Group will continue to
invest and trade profitably in the foreseeable future. The Group
also aims to maximise its capital structure of equity so as to
minimise its cost of capital. The Group expects its current and
projected capital resources to be sufficient to cover its existing
liabilities.
The Group's capital structure is derived solely from the issue
of Ordinary and Deferred Shares.
The Group has not made any changes to its capital management
during the year.
5. REVENUE AND OTHER INCOME 2021 2020
GBP GBP
Revenue: Management fees 14,000 14,000
Other income - 1,140,000
========= =========
The Company only has one class of business, investment holdings
and management, and therefore no segmental information has been
presented.
Other income in prior year related to the exchange of
subscription rights over shares in Sentiance NV for 8.9% of the
share capital of Mesh Holdings Plc. A fair value of GBP1,140,000
was ascribed to the exchange at the date of the transaction. No
cash or other services were exchanged as part of the
transaction.
6. FINANCE INCOME AND COSTS 2021 2020
GBP GBP
Bank and other interest received 20,377 49,945
------------------ ------------------
20,377 49,945
========= =========
Other interest payable 1,229 7,318
Share based payment (note 18) - 119,500
----------------- -----------------
1,2299 126,818
======== ========
7. PROFIT FOR THE YEAR BEFORE TAX 2021 2020
GBP GBP
Profit for the year is stated after
charging:
Auditors' remuneration
- audit of the Group and Parent Company's
financial statements 36,000 22,200
- interim financial statement review
services 2,000 1,950
-reporting accountant services - 28,500
Foreign exchange losses 40,450 330,819
========= ==========
8. DIRECTORS' EMOLUMENTS 2021 2020
GBP GBP
Aggregate emoluments including benefits in kind and
valuation ascribed to share based payments, by director,
are as follows:-
Simon Robinson (resigned 3/12/2019) - 35,577
Sean Nicolson (resigned 3/12/2019) - 28,461
Sohail Bhatti 50,000 111,000
John Taylor 36,000 132,000
Donald Stewart (resigned 26/10/2020) 21,000 112,000
Mark Horrocks 108,000 -
Michael Preen 71,200 -
------------------ ------------------
Aggregate emoluments 286,200 419,038
========= =========
Warrants granted to directors during the year are disclosed in
the Remuneration Report. These have been accounted for in
accordance with IFRS2 Share based payments. See note 18 for details
of expenditure relating to share based payment transactions
recognised during the year.
Director Grant date Number Exercise Vesting Expiry
price date date
(p)
Mark Horrocks 22/10/2020 1,000,000 30p 22/10/2020 22/10/2023
Michael Preen 18/06/2021 250,000 60p 18/12/2021 17/06/2024
The number of directors for whom retirement benefits are
accruing under defined contribution schemes was nil (2020: Nil).
The total contributions payable during the year amounted to GBPNil
(2020: GBP Nil).
Exercisable warrants held by directors who held office at the
relevant balance sheet date are detailed below:
2021 2020
Number Number
Directors who resigned during the
year
Donald Stewart - 2,000,000
----------------------- -----------------------
- 2,000,000
Current directors
Sohail Bhatti - exercise price 5p,
expires 31 May 2022 2,000,000 2,000,000
Sohail Bhatti - exercise price 10p,
expires 3 December 2022 1,000,000 1,000,000
John Taylor - exercise price 10p,
expires 3 December 2022 2,000,000 2,000,000
Mark Horrocks - exercise price 0.01p,
expires 29 March 2023 3,150,000 4,500,000
Mark Horrocks - exercise price 0.01p,
expires 31 December 2025 3,150,000 4,500,000
Mark Horrocks - exercise price 30p, 1,000,000 -
expires 22 October 2023
Michael Preen - exercise price 60p, 250,000 -
expires 17 June 2024
----------------------- -----------------------
12,550,000 16,000,000
=========== ===========
9. STAFF COSTS 2021 2020
Number Number
The average monthly number of employees (including
directors) during the year was
Administration 4 3
======== ========
GBP GBP
Employment costs
Wages and salaries 117,200 214,038
Social security costs 8,748 20,872
Warrants granted (note 18) 169,000 205,000
------------------ ------------------
294,948 439,910
========= =========
10. TAXATION 2021 2020
GBP GBP
10(a) Current year tax
UK corporation tax (note 11(b)) - -
======= =======
10(b) Factors affecting the tax charge for the
year
Profit on ordinary activities before taxation 26,705,635 392,329
----------------- -----------------
Profit on ordinary activities before taxation
multiplied by the main
rate of UK corporation tax 19% (2020: 19%) 5,074,071 74,542
----------------- -----------------
Effects of:
Non deductible expenses in subsidiary (4,236,894) 86,623
Gain on acquisition of assets and liabilities
of ICJL - (321,942)
Fair value uplift adjustment in subsidiary (688,940) 238,925
Capital gains difference at 19% 228,890 201,368
Net tax adjustments and transfer (25,188) (35,001)
Non deductible expenses (243,463) (160,428)
Deferred tax not recognized (108,476) (84,087)
------------------ ------------------
Current tax charge - -
========= =========
The Company has unutilised losses carried forward of
GBP1,590,705 (2020: GBP1,123,285). As at 30 September 2021 the
Group and Company had unrealised taxable gains of GBP1,170,913
(2020: GBPnil) which give rise to a deferred tax liability of
GBP292,728 (2020: GBPnil). No deferred tax liability has been
recognised in respect of these gains, as tax losses of an equal and
opposite amount can be offset set such that the Group and Company's
deferred tax balance and charge for the year were GBPnil (2020:
GBPnil).
Asimilar Investments Limited has no tax charge for the current
year and is considered outside the scope of UK corporation tax.
11. EARNINGS PER SHARE
The calculations of earnings per share are based on the
following profits and number of shares.
2021 2020
Basic Diluted Basic Diluted
Profit for the
financial
year 26,705,636 26,705,636 392,329 392,329
-------------------------- ------------------------ -------------------------- -----------------------
Weighted
average number
of
shares for
basic and
diluted
profit per
share 114,661,685 138,871,831 95,478,966 139,211,257
============= ============= ============ ===========
Profit per
share
(pence per
share) 23.29p 19.23p 0.41p 0.28p
============= ============= ============ ===========
IAS 33 requires presentation of diluted EPS when a company could
be called upon to issue shares that would decrease earnings per
share, or increase the loss per share.
12 FINANCIAL ASSETS
(a) Summary of financial assets
2021 2020
GBP GBP
Non-Current
Investments in financial assets
designated at fair value through
profit or loss (see (b)) 36,312,423 5,771,908
---------------------- ----------------------
36,312,423 5,771,908
Current
Investments in financial assets
designated at fair value through
profit or loss (see movement
analysis in (c)) 6,727,681 3,022,495
Financial assets (loans) (see
(c)) carried at amortised
cost - 2,771,425
Trade receivables carried
at amotised cost (Note 14) 66,790 152,750
---------------------- ----------------------
6,794,471 5,946,670
=========== ===========
43,106,895 11,718,578
=========== ===========
(b) Analysis of movement of
non-current investments
2021 2020
Financial assets designated GBP GBP
at fair value through profit
or loss
Non - Current
Fair value of investments
brought forward 5,771,908 2,684,091
Purchases during the year 8,594,573 3,381,180
Disposals during the year (88,652) -
Net unrealised gain/ (loss)
in fair value 22,034,594 (520,863)
Arising through acquisition
of AIL:
- Equity investments - 227,500
---------------------- ----------------------
Fair value of investments
carried forward 36,312,423 5,771,908
=========== ===========
(c) Analysis of movement of 2021 2020
current financial assets
GBP GBP
Financial assets designated
as held at fair value through
profit or loss
Current
Fair value of investments 3,022,495 -
brought forward
Purchases during the year 976,182 102,495
Disposals during the year (923,912) -
Arising through acquisition
of ICJL:
- Equity investments (Dev
Clever options - Note 3) - 2,000,000
- Warrants (Dev Clever warrants
- Note 3) - 2,177,500
Net unrealised gain/(loss)
in fair value 3,652,916 (1,257,500)
---------------------- ----------------------
Fair value of investments
carried forward 6,727,681 3,022,495
=========== ===========
As at 30 September 2021 the fair value of options and warrants
over shares in Dev Clever Holdings Plc was GBP5,670,000 (2020:
GBP2,920,000). See note 3 for valuation details.
Financial assets held at amortised cost
The investment held at amortised cost constitute an arm's length
interest bearing short term loan of GBPnil (2020: GBP2,771,426) at
an annual interest rate of 3% that was repaid in full on 30
November 2020.
Details of the investments held are given in the Chairman's
statement.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
IFRS 9 requires the Group to classify financial instruments at
fair value using a fair value hierarchy that reflects
the significance of the inputs used in making the measurement.
The fair value hierarchy has the following levels:
-- quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
-- inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (that
is, as prices) or indirectly (that is, derived from prices) (Level
2);
-- inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (Level
3).
(a) Financial instruments classified as level 1
The fair value of financial instruments traded in active markets
is based on quoted market prices at the end of the reporting
period. A market is regarded as active if quoted prices are readily
and regularly available from an exchange, dealer, broker, industry
group, pricing service or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an
arm's length basis. The quoted market price used for financial
assets held by the Group is the current bid price. These
instruments are included in Level 1. Instruments included in Level
1 comprise equity investments classified as trading securities or
available-for-sale.
(b) Financial instruments classified as level 2
The fair value of financial instruments that are not traded in
an active market (for example, over-the-counter derivatives) is
determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is
available and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in Level
2.
If one or more of the significant inputs is not based on
observable market data, the instrument is included in Level 3.
Specific valuation techniques used to value financial
instruments include:
-- quoted market prices or dealer quotes for similar instruments;
-- the fair value of interest rate swaps is calculated as the
present value of the estimated future cash flows based on
observable yield curves;
-- the fair value of forward foreign exchange contracts is
determined using forward exchange rates at the end of the reporting
period, with the resulting value discounted back to present
value;
-- other techniques, such as discounted cash flow analysis, are
used to determine fair value for the remaining financial
instruments.
The group holds no financial instruments classified as level
2.
(c) Financial instruments classified as level 3
The fair value of financial instruments that are not traded in
an active market (for example, over-the-counter derivatives) and
determined by using valuation techniques. which require significant
adjustment based on unobservable inputs are included in level
3.
The determination of what constitutes observable requires
judgement by the Group. The Group considers observable data to be
market data that is readily available, regularly distributed or
updated, reliable and verifiable, not proprietary, and provided by
independent sources that are actively involved in the relevant
market.
For financial instruments classified as level 3 the Group uses a
combination of internal and external valuations. Where management
determines an external valuation is appropriate the group engages
with professional service providers. Specific valuation techniques
include:
-- Market approach (utilising EBITDA or Revenue multiples,
industry value benchmarks and available market prices
approaches);
-- Net asset approach;
-- Income approach (utilising Discounted Cash Flow, Replacement
Cost and Net Asset approaches);
-- Desktop valuations based on price of a recent transaction
when transaction price/cost is considered indicative of fair value;
and
-- Actuarial valuations using Monte Carlo, Black Scholes and adjusted binomial models.
The following table presents the Group's assets that are
measured at fair value at 30 September 2021:
Level 1 Level 3 Total
GBP GBP GBP
Held at fair value
At 1 October 2019 107,115 2,576,976 2,684,091
---------------------- ---------------------- ----------------------
Additions during the year 1,792,495 1,691,180 3,483,675
Arising through acquisition
of ICJL:
-equity investments 227,500 - 227,500
-Warrants - 2,000,000 2,000,000
-options - 2,177,500 2,177,500
Revaluation recognised in
statement of comprehensive
income (431,300) (1,347,063) (1,778,363)
---------------------- ---------------------- ----------------------
At 1 October 2020 1,695,810 7,098,593 8,794,403
---------------------- ---------------------- ----------------------
Additions during the year 6,802,757 2,767,997 9,570,754
Disposals during the year (136,564) (876,000) (1,012,564)
Revaluation recognised in
statement of comprehensive
income 21,293,879 4,393,631 25,687,510
---------------------- ---------------------- ------------------------
At 30 September 2021 29,655,882 13,384,221 43,040,103
---------------------- ---------------------- -----------------------
Net book value
At 30 September 2021 29,655,882 13,384,221 43,040,103
=========== =========== ===========
At 30 September 2020 1,695,810 7,098,593 8,794,403
=========== =========== ===========
The following table presents the Group's financial liabilities
that are measured at fair value at 30 September 2021:
Level 1 Level 3 Total
Held at fair value
At 1 October 2020 - 1,669,500 1,669,500
Derivatives over own equity - - -
issued in the year
Fair value adjustment - 459,900 459,900
---------------------- ---------------------- ----------------------
At 30 September 2021 - 2,129,400 2,129,400
---------------------- ---------------------- ----------------------
There were no transfers between levels during the year.
Refer to note 3 for further details of specific level 3
valuations performed during the year.
Refer to note 4 for sensitivity analysis on changes to financial
instruments carried at fair value.
14. TRADE AND OTHER RECEIVABLES 2021 2020
GBP GBP
Trade receivables 23,400 15,000
Prepayments and accrued
income 28,691 29,493
Other receivables 43,390 137,750
----------------- -----------------
95,481 182,243
======== ========
The directors consider the carrying value of trade and other
receivables to equal their fair value. No interest is charged on
receivables.
The directors consider trade receivables held at amortised cost
to have no significant financing element, and the effect of
discounting to be immaterial.
15. TRADE AND OTHER PAYABLES 2021 2020
GBP GBP
Trade payables 40,980 57,917
Accruals and deferred income 83,635 135,046
Other taxes and social
security 7,020 4,173
--------------- ---------------
131,635 197,136
======== ========
The directors consider the carrying value of trade and other
payables to equal their fair value.
16. DERIVATIVE FINANCIAL LIABILITIES 2021 2020
GBP GBP
Derivative liabilities 2,129,400 1,669,500
======== ========
On 30 August 2020 as part of the consideration advanced for the
acquisition of AIL, Asimilar Group Plc granted warrants to
subscribe for up to 9,000,000 Asimilar Group Plc ordinary shares in
two tranches of up to 4,500,000 warrants per tranche. The warrants
represent derivatives over own equity and have been recognised as
derivative financial liabilities.
Refer to note 3 for further details regarding the valuation of
derivative financial liabilities.
Refer to note 4 for sensitivity analysis on changes to financial
liabilities carried at fair value.
The change in the fair value of the warrants from GBP1,669,500
to GBP2,129,400 as at 30 September 2021 represents a fair value
loss to the Group of GBP459,900 which has been recognised in the
income statement.
The change in fair value primarily arose as a result of
fluctuations in the share prices of referenced equity instruments
within the consideration warrants between the reporting dates of 30
September 2020 and 30 September 2021.
17. SHARE CAPITAL 2021 2020
GBP GBP
Issued and fully paid
As at 1 October 2020 5,213,277 5,207,754
Issue of 14,322,500 (2020: 55,229,167)
Ordinary shares of 0.01p each 1,432 5,523
----------------------- -----------------------
At 30 September 2021 5,214,709 5,213,277
=========== ===========
The Company has the following classes
of share capital
Ordinary shares 121,683,943 (2020: 107,361,443
of 0.01p) shares of 0.01p each 12,168 10,736
A deferred shares (44,132,276 shares
of 9.99p each) 4,408,815 4,408,815
Deferred shares (8,819,181 shares of
9p each) 793,726 793,726
---------------------- ----------------------
5,214,709 5,213,277
=========== ===========
Share Premium 2021 2020
GBP GBP
As at 1 October 2020 14,327,636 7,864,973
Shares issued during the year (net of
costs) 3,605,318 6,462,663
----------------------- -----------------------
At 30 September 2021 17,932,954 14,327,636
=========== ===========
Share transaction history
During the year ended 30 September 2021 the following share
transactions took place.
Asimilar Group Plc issued new shares as a result of exercise of
various warrants as follows:
- 2,760,000 warrants were exercised at 5p raising funds of GBP138,000.
- 11,562,500 warrants were exercised at 30p raising funds of GBP3,468,750.
The following warrants were issued during the year:
- 1,000,000 director warrants to Mark Horrocks with an exercise price of 30p per share.
- 6,000,000 warrants to Sitius Limited relating to the disposal
of Dev Clever option and warrants with an exercise price of 50p per
share.
- 250,000 director warrants to Michael Preen with an exercise price of 60p per share.
The ordinary shares have full voting rights, priority dividend
rights and priority in the case of winding up.
The deferred shares of 9.99p each have no voting rights and
shareholders are not entitled to any dividend, and only receive the
nominal amount paid up on their share after there has been
distributed GBP1,000,000 to each of the holders of the ordinary
shares. The deferred shares shall not entitle the holders thereof
to any further or other right of participation in the assets of the
Company.
The A deferred shares have no voting rights and shareholders are
not entitled to any dividend. Holders of A deferred shares shall be
entitled to the amount paid up or credited as paid up on the A
deferred shares to be paid out of the assets of the Company
available for distribution among the members, after payment, to the
holders of deferred Shares of the amounts paid up thereon. The
holders of the A deferred shares shall not be entitled to any other
or further right to participate in the assets of the Company.
Warrants
Movements in warrants during the year
Warrant number Exercise Vest date Expiry date
price pence
As at 1 October
2020
1,833,333 5p 05/02/2019 22/02/2022
3,500,000 5p 07/05/2019 31/05/2022
5,000,000 10p 03/12/2019 31/12/2022
16,500,000 6p 01/10/2019 31/10/2020
11,562,000 30p 14/01/2020 31/03/2021
10,000,000 130p 24/01/2020 31/12/2021
3,500,000 60p 06/10/2020 31/12/2020
4,500,000 0.01p* 31/08/2020 31/12/2025
4,500,000 0.01p** 31/08/2020 31/12/2025
------------------------
60,895,333
Weighted average
price 33p
Lapsed (16,500,000) 6p 01/10/2019 31/10/2020
(3,500,000) 60p 06/10/2020 31/12/2020
------------------------
(20,000,000)
Weighted average
price 15p
Cancelled (2,700,000) 0.01p 31/08/2020 31/12/2025
(1,350,000) 0.01p** 31/08/2020 31/12/2020
Exercised (1,260,000) 5p 05/02/2019 22/02/2022
(1,500,000) 5p 07/05/2019 31/05/2022
(11,562,000) 30p 14/01/2020 31/03/2021
------------------------
(14,322,000)
Weighted average
price 25p
Granted 1,000,000 30p 22/10/2020 22/10/2023
6,000,000 50p 24/02/2021 24/08/2022
250,000 60p 18/06/2021 17/06/2024
-------------------------
7,000,000
Weighted average
price 47p
-------------------------
31,123,333
============
As at 30 September 573,333 5p 05/02/2019 21/02/2022
2021 2,000,000 5p 07/05/2019 31/05/2022
5,000,000 10p 03/12/2019 03/12/2022
1,000,000 30p 22/10/2020 22/10/2023
10,000,000 130p 24/01/2020 31/12/2021
3,150,000 0.01p* 31/08/2020 31/12/2025
3,150,000 0.01p** 31/08/2020 31/12/2025
6,000,000 50p 24/02/2021 24/08/2022
250,000 60p 18/06/2021 17/06/2024
------------------------
31,123,333
============
Weighted average
price 55p
* Exercisable in the event mid market price of DevClever
Holdings Plc is or exceeds 28p for at least 5 consecutive business
days. This condition was satisfied on 29 March 2021
** Exercisable in the event mid market price of DevClever
Holdings Plc is or exceeds 55p for at least 5 consecutive business
days
Of the 31,123,333 outstanding warrants (2020: 60,895,833
warrants), 27,723,333 warrants (2020: 48,395,833) were
exercisable.
Warrants exercised in 2021 resulted in 14,322,000 shares (2020:
2,666,667 shares) being issued at a weighted average price of
GBP0.25 each (2020: GBP0.054 each). The related weighted average
share price at the time of exercise was GBP0.40 (2020: GBP0.34) per
share. There were no transaction costs to offset against the
proceeds received in either period.
.
The Company entered into the following transactions where
warrants were issued:
On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants
to company Director, Mark Horrocks, with an exercise price of
30.00p and a vesting date of 22 October 2020. The fair value at the
grant date of these warrants has been determined through an
actuarial valuation using an adjusted binomial model. The aggregate
fair value of the warrants of GBP108,000 has been expensed as
directors remuneration in accordance with IFRS 2 share based
payments and the Group's accounting policy outlined in note 2.10.
These share based payments are also disclosed in note 19 and the
directors remuneration report.
On 18 June 2021 Asimilar Group Plc issued 250,000 warrants to
company Director, Michael Preen, with an exercise price of 60.00p
and a vesting date of 18 June 2021. The fair value at the grant
date of these warrants has been determined through an actuarial
valuation using an adjusted binomial model. The aggregate fair
value of the warrants of GBP61,000 has been expensed as directors
remuneration in accordance with IFRS 2 share based payments and the
Group's accounting policy outlined in note 2.10. These share based
payments are also disclosed in note 19 and the directors
remuneration report.
On 24 February 2021 as part consideration for the disposal of
the Dev Clever option and warrants by Asimilar Investments Limited,
Asimilar Group Plc granted warrants to subscribe for up to
6,000,000 Asimilar ordinary shares. These were granted to Sitius
Limited, the investment vehicle of David Von Rosen. The warrants
represent derivatives over own equity and have been recognised as
derivative financial liabilities. At the balance sheet date the
aggregate fair value of these warrants of GBP402,000 has been
determined through a third party actuarial valuation using an
adjusted binomial model that is consistent with the mathematics
underlying the Black Scholes formula.
Warrant Reserve
2021 2020
GBP GBP
As at 1 October 157,813 -
Premium attributable to bundled warrants
issued as part of private placing (warrant
reserve) - 157,813
----------------------- -----------------------
At 30 September 157,813 157,813
=========== ===========
18. FAIR VALUE GAIN ON ACQUISITION
In year the ending 30 September 2020, a fair value exchange gain
arose on the acquisition of Asimilar Investments Limited ("AIL"),
in Jersey, as the fair value of identifiable assets and liabilities
acquired was higher than the consideration transferred. The
Directors considered the commercial context of the transaction and
deemed it appropriate to recognise this gain in the income
statement on the date of the acquisition of AIL.
GBP
Fair value of assets and
liabilities acquired 4,091,836
Less: Total consideration
transferred (2,397,400)
-----------------
Fair value gain on asset
acquisition . 1,694,436
========
19. SHARE BASED PAYMENTS
On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants
to company Directors with an exercise price of 30.00p and a vesting
date of 22 October 2020 and exercisable by 22 October 2023.
On 18 June 2021 Asimilar Group Plc issued a further 250,000
warrants to company Directors with an exercise price of 60.00p and
a vesting date of 18 June 2021 and exercisable by 17 June 2024.
The fair value at the grant date of these warrants has been
determined using an adjusted binomial model. The aggregate fair
value of the warrants of GBP169,000 has been expensed as directors
remuneration in accordance with IFRS 2 Share Based payments and the
Group's accounting policy outlined in note 2.10.
These share based payments are also disclosed in the directors
remuneration report.
On 24 February 2021 Asimilar Group Plc issued 6,000,000 warrants
with an exercise price of 50.00p with an expiry date of 24 August
2022 to Situis Limited. The warrants were issued as part of the
arrangements with Asimilar Investments Limited to transfer 30m of
options and 15m of warrants held in Dev Clever for a consideration
of GBP3.5m. The fair value of these warrants has been determined
through an actuarial valuation using an adjusted binomial model.
The aggregate fair value of the warrants of GBP402,000 has been
expensed as investment cost of Asimilar Investments Limited and
share based payment.
The fair value of warrants granted during the period, determined
using the adjusted binomial model, was GBP0.067 per warrant . The
significant inputs into the model were a weighted average share
price of GBP0.38 at the grant date, the exercise price shown above,
volatility of 73% , dividend yield of 0% , the assumption that
warrants are subscribed for when 100% in the money, and an annual
risk-free interest rate equal to the yield on zero coupon yield
curve of UK gilts at the issue dates. The volatility measured at
the standard deviation of continuously compounded share returns is
based on statistical analysis of daily share prices over the last
year.
The total value of share based payments recognised as
expenditure during the year was GBP571,000 (2020: GBP324,500). This
amount has also been credited to equity in accordance with the
provisions of IFRS 2: Share Based Payments.
20. ULTIMATE CONTROLLING PARTY
The Group is admitted to AIM and there is no individual
controlling party. The Directors' Report provides details of those
shareholders with an individual holding exceeding 3% of issued
share capital.
21. RELATED PARTY DISCLOSURES
Directors' remuneration is shown in Note 8. There were no key
management personnel other than the Directors (2020: none).
On 30 August 2020, the acquisition date of Asimilar Investments
Limited, the company had a liability to Mark Horrocks of
GBP319,036. GBP250,000 was paid back on 9 September 2020. The
balance outstanding at 30 September 2021 was GBPNil (2020:
GBP69,036). Mark Horrocks became a director of Asimilar Group Plc
on the acquisition of Asimilar Investments Limited.
During the year, Kepstorn Solicitors provided legal and advisory
service to the Asimilar Group Plc. Donald Stewart is a partner in
the firm and was a director of Asimilar Group Plc at the time.
Total cost of service provided amounted to GBP19,940. (2020:
GBP125,340). These were fully paid during the year. There were no
outstanding amounts at the year end.
There were no other transactions falling within the scope of IAS
24 Related Party Disclosures.
22. POST BALANCE SHEET EVENTS
The board does not consider these to be adjusting events.
On 29 November 2021 All Active Asset Capital Limited (AAA) and
MESH completed a scheme of arrangement whereby AAA acquired 100% of
MESH. Accordingly, Asimilar now holds 24 million AAA shares.
On 24 December 2021, Dev Clever Holdings announced that trading
in its ordinary shares was to be suspended pending the approval by
the FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by
Dev Clever.
On 31 December, AIL exercised its SeeQuestor warrants and
invested GBP337,840 for a further 33,784 new shares to bring its
total holding to 67,568 and total Group holding to 114,586.
0n 22 February 2022, the Company issued 240,000 new ordinary
shares as a result of a warrant exercise.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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END
FR UROARUUUOUUR
(END) Dow Jones Newswires
March 21, 2022 03:15 ET (07:15 GMT)
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