For
immediate release
23 September
2024
RiverFort Global
Opportunities plc
("RGO" or the
"Company")
Unaudited interim results for
the 6 months ended 30 June 2024
RiverFort Global Opportunities plc
is pleased to announce its unaudited interim results for the six
months to 30 June 2024.
Chairman's Statement
Highlights
· Successful redemption of the Company's debt and equity linked
portfolio for cash
· Total
NAV of £4.7 million
as at 30 June 2024
· NAV per
share of 0.60 pence, principally represented by cash, compared to
the pre suspension price of 0.22 pence per share in
March 2024
· Profitable partial realisation of the Company's investment in
Smarttech247 Group plc ("Smarttech247").
· Cash
balance of around £2.9 million
· Currently
pursuing an opportunity to become a listed
operating company in the wellness sector and generate additional
value for stakeholders
Philip Haydn-Slater, Non-Executive
Chairman, commented:
"As explained in the Company's full
year results for the year to 31 December 2023, the Board has been
conscious that small investment companies listed on AIM have become
increasingly less attractive to investors and that the Company's
share price had continued to trade at a significant discount to its
underlying net asset value.
In early 2024, it was decided to
redeem part of its outstanding debt and equity linked portfolio in
order to generate cash. An opportunity was then identified where,
subject to shareholder approval, RGO would become a focused
operating business by acquiring the trading assets of S-Ventures
plc ("SVEN"), a company listed on the AQSE Growth Market and active
in the wellness sector, for circa £3.5 million in new shares in RGO
("RTO").
The Board believes that the proposed
acquisition represents an exciting opportunity and would enable RGO
to become an operating business with attractive potential for
growth and the creation of shareholder value. RGO would bring
additional funding to SVEN's operations and provide them with an
AIM listing and better access to capital. Going forward, the
enlarged group would continue to improve its existing businesses,
taking advantage of economies of scale and consolidation of
infrastructure to support their growth. At the same time, the
Board believes that there are a number of interesting acquisition
opportunities available which would benefit from the team's
expertise and existing infrastructure and enable the enlarged group
to further scale its operations.
Since then, the RTO process has been
advancing which has included due diligence by the Company on SVEN,
the 2023 audit of SVEN and related work. All advisers are
actively engaged, the RTO process is ongoing and expected to
complete in Q4 2024. Meanwhile, trading in our shares remains
suspended on AIM and we look forward to updating the market further
as the RTO process progresses."
Review of activities
The analysis of income for the
period is set out below:
|
Half year to 30 June
2023
|
Year to 31 December
2023
|
|
£000
|
£000
|
Investment income
|
75
|
391
|
Net income from financial
instruments at FVTPL
|
(381)
|
(4,673)
|
Net foreign exchange losses on
financial instruments
|
(7)
|
(45)
|
|
|
|
Total investment income
|
(313)
|
(4,327)
|
Historically investment income was
principally generated from interest and fees, with additional
income from equity conversion and warrants. During the
current period, the Company generated a lower level of total
investment income from its investment portfolio as a significant
proportion of this portfolio was redeemed. Net income from
financial instruments at FVTPL is derived from changes in the value
of the Company's investment portfolio. During the period,
this figure principally comprised the reduction in the value of the
Company's remaining equity holdings offset by the gain on the part
disposal of the Company's holding in Smarttech247. In the prior
period, this figure comprised the losses from the debt and equity
linked portfolio that has since been redeemed. The Company's
principal investment portfolio categories are summarised
below:
Category
|
Cost or valuation
at
30 June
2024
£000
|
Cost or valuation
at
31 December
2023
£000
|
Debt and equity- linked debt
investments
|
1,000
|
2,150
|
Pre IPO investments
|
200
|
200
|
Equity and other
investments
|
710
|
2,005
|
Cash resources
|
2,901
|
1,062
|
|
|
|
Total
|
4,811
|
5,417
|
The debt and equity- linked debt
investments category has reduced as a result of the redemption of
certain of these investments during the period, offset by the new
£1 million loan made to SVEN.
The equity and other investments
category, principally comprises the Company's holdings in
Smarttech247 and Mindflair plc (formerly Pires Investments plc).
The overall value of these investments has decreased due to a
reduction in their share prices during the period and the
profitable disposal of over half of the Company's holding in
Smarttech247.
The key unaudited performance
indicators are set out below:
Performance indicator
|
30
June
2024
|
31
December 2023
|
Change
|
Investment income
|
£75,361
|
£391,151
|
|
Net asset value
|
£4,672,085
|
£5,245,196
|
-10.9%
|
Net asset value - fully diluted per
share
|
0.60p
|
0.68p
|
-10.9%
|
Closing share price
|
0.22p
|
0.39p
|
-43.6%
|
Market capitalisation
|
£1,706,000
|
£3,024,000
|
-43.6%
|
Note: Market capitalisation as at 30
June 2024 is based on the pre suspension price of 0.22 pence per
share.
There has been a small reduction in
the Company's overall net asset position during the period due to a
reduction in the value of its equity investments and a lower level
of investment income, partially offset by the profitable disposal
of part of the investment in Smarttech247 and lower administration
and advisory costs. As referred to above, the Company has
continued to grow its cash balance during the period and is now
well positioned to fund its investment strategy going
forward.
Philip Haydn-Slater
Non-Executive Chairman
23 September 2024
This announcement contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For
more information, please contact:
RiverFort Global Opportunities
plc:
+44 (0) 20 3368 8978
Philip Haydn-Slater, Non-Executive
Chairman
Nicholas Lee, Investment
Director
Nominated Adviser:
Beaumont
Cornish
+44 (0) 20 7628 3396
Roland Cornish/Felicity
Geidt
Joint
Broker:
+44 (0) 20 7601 6100
Shard Capital Partners LLP
Damon Heath/Erik Woolgar
Joint
Broker:
+44 (0) 20 7562 3351
Peterhouse Capital Limited
Lucy Williams
Beaumont Cornish Limited ("Beaumont
Cornish") is the Company's Nominated Adviser and is authorised and
regulated by the FCA. Beaumont Cornish's responsibilities as the
Company's Nominated Adviser, including a responsibility to advise
and guide the Company on its responsibilities under the AIM Rules
for Companies and AIM Rules for Nominated Advisers, are owed solely
to the London Stock Exchange. Beaumont Cornish is not acting for
and will not be responsible to any other persons for providing
protections afforded to customers of Beaumont Cornish nor for
advising them in relation to the proposed arrangements described in
this announcement or any matter referred to in
it.
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR
THE SIX MONTHS ENDED 30 JUNE 2024
|
Unaudited
6
months
ended
30
June
2024
|
Unaudited
6
months
ended
30
June
2023
|
Audited
Year
ended
31
December
2023
|
|
£
|
£
|
£
|
|
|
|
|
Investment income
|
75,361
|
215,035
|
391,151
|
|
|
|
|
Net loss from financial instruments
at FVTPL
|
(381,767)
|
(140,753)
|
(4,672,874)
|
|
|
|
|
Foreign exchange losses on financial
instruments
|
(6,764)
|
(106,529)
|
(45,154)
|
|
|
|
|
Total income
|
(313,170)
|
(32,247)
|
(4,326,877)
|
|
|
|
|
Administration expenses
|
(258,244)
|
(173,245)
|
(365,715)
|
|
|
|
|
Investment advisory fees
|
-
|
(151,565)
|
(624,243)
|
|
|
|
|
Exchange translation
losses
|
(1,697)
|
(65,725)
|
(25,707)
|
|
|
|
|
Loss
before taxation
|
(573,111)
|
(422,782)
|
(5,342,542)
|
|
|
|
|
Taxation
|
-
|
-
|
-
|
|
|
|
|
Loss
for the period and total comprehensive expense
|
(573,111)
|
(422,782)
|
(5,342,542)
|
|
|
|
|
|
|
|
|
Basic loss per share
|
|
|
|
Continuing and total
operations
|
(0.07p)
|
(0.05p)
|
(0.69p)
|
|
|
|
|
Fully diluted loss per share
|
|
|
|
Continuing and total
operations
|
(0.07p)
|
(0.05p)
|
(0.69p)
|
UNAUDITED STATEMENT OF FINANCIAL POSITION
AS
AT 30 JUNE 2024
|
Unaudited
6
months
ended
30
June
2024
|
Unaudited
6
months
ended
30
June
2023
|
Audited
Year
ended
31
December
2023
|
|
£
|
£
|
£
|
|
|
|
|
ASSETS
|
|
|
|
Non-current investments
|
|
|
|
Financial asset
investments
|
1,910,081
|
5,545,225
|
2,205,372
|
Total non-current assets
|
1,910,081
|
5,545,225
|
2,205,372
|
Current assets
|
|
|
|
Financial asset
investments
|
-
|
1,280,498
|
2,150,000
|
Trade and other
receivables
|
65,623
|
1,444,766
|
729,347
|
Cash and cash equivalents
|
2,901,477
|
2,419,917
|
1,062,338
|
Total current assets
|
2,967,100
|
5,145,181
|
3,941,685
|
|
|
|
|
Total assets
|
4,877,181
|
10,690,406
|
6,147,057
|
|
|
|
|
LIABILITIES
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
205,096
|
525,450
|
901,861
|
Total current liabilities
|
205,096
|
525,450
|
901,861
|
|
|
|
|
Net
assets
|
4,672,085
|
10,164,956
|
5,245,196
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
77,540
|
77,540
|
77,540
|
Share premium account
|
1,568,353
|
1,568,353
|
1,568,353
|
Share options reserve
|
201,034
|
201,034
|
201,034
|
Retained earnings
|
2,825,158
|
8,318,029
|
3,398,269
|
|
|
|
|
Total equity
|
4,672,085
|
10,164,956
|
5,245,196
|
|
|
|
|
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR
THE SIX MONTHS ENDED 30 JUNE 2024
|
Called up
share
capital
|
Share
premium
account
|
Share options
reserve
|
Retained
earnings
|
Total
equity
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
Balance at
1
January 2023
|
77,540
|
1,568,353
|
201,034
|
8,740,811
|
10,587,738
|
Loss for the year and total
comprehensive expense
|
-
|
-
|
-
|
(5,342,542)
|
(5,342,542)
|
|
|
|
|
|
|
Balance at
31
December 2023
|
77,540
|
1,568,353
|
201,034
|
3,398,269
|
5,245,196
|
Loss for the period and total
comprehensive expense
|
-
|
-
|
-
|
(573,111)
|
(573,111)
|
|
|
|
|
|
|
Balance at
30
June 2024
|
77,540
|
1,568,353
|
201,034
|
2,825,158
|
4,672,085
|
UNAUDITED STATEMENT OF CASH FLOWS
FOR
THE SIX MONTHS ENDED 30 JUNE 2024
|
Unaudited
6
months
ended
30
June
2024
|
Unaudited
6
months
ended
30
June
2023
|
Audited
Year
ended
31
December
2023
|
|
|
£
|
£
|
£
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
Loss before taxation
|
(573,111)
|
(422,782)
|
(5,342,542)
|
Adjustments for:
|
|
|
|
Profit on disposal of trading
investments
|
(157,760)
|
-
|
-
|
Fair value loss on trading
investments
|
539,527
|
140,753
|
4,672,874
|
Foreign exchange losses on other
financial instruments
|
6,764
|
106,529
|
45,154
|
Operating cash flow before working
capital changes
|
(184,580)
|
(175,500)
|
(624,514)
|
Decrease in trade and other
receivables
|
663,724
|
410,104
|
1,125,523
|
(Decrease)/Increase in trade and
other payables
|
(696,765)
|
194,489
|
570,901
|
NET CASH (OUTFLOW)/INFLOW FROM
OPERATING ACTIVITIES
|
(217,621)
|
429,093
|
1,071,910
|
INVESTING ACTIVITIES
|
|
|
|
Purchase of investments
|
(1,000,000)
|
-
|
(3,690,590)
|
Disposal of investments
|
913,524
|
-
|
-
|
Debt instrument
repayments
|
2,150,000
|
1,076,840
|
2,768,037
|
NET CASH GENERATED FROM/(USED IN)
INVESTING ACTIVITIES
|
2,063,524
|
1,076,840
|
(922,553)
|
NET INCREASE IN CASH AND CASH
EQUIVALENTS
|
1,845,903
|
1,505,933
|
149,357
|
Cash and cash equivalents at the
beginning of the period
|
1,062,338
|
958,135
|
958,135
|
Effect of foreign currency exchange
on cash
|
(6,764)
|
(44,151)
|
(45,154)
|
CASH AND CASH EQUIVALENTS AT THE END
OF THE PERIOD
|
2,901,477
|
2,419,917
|
1,062,338
|
NOTES TO THE INTERIM REPORT
1. The
financial information set out in this interim report does not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The group's statutory financial
statements for the period ended 31 December 2023, prepared under
International Financial Reporting Standards (IFRS), have been filed
with the Registrar of Companies. The auditor's report on
those financial statements was unqualified and did not contain a
statement under section 498 (2) or (3) of the Companies Act
2006.
The interim financial information
has been prepared in accordance with the recognition and
measurement principles of International Financial Reporting
Standards (IFRS) and on the same basis and using the same
accounting policies as used in the financial statements for the
year ended 31 December 2023. The interim financial statements have
not been audited or reviewed in accordance with the International
Standard on Review Engagement 2410 issued by the Auditing Practices
Board.
The financial statements have been
prepared on a going concern basis under the historical cost
convention.
The Directors believe that the going
concern basis is appropriate for the preparation of the financial
statements as the Company is in a position to meet all its
liabilities as they fall due.
2. Earnings
per share
Earnings per share is calculated by
dividing the profit/(loss) attributable to equity shareholders by
the weighted average number of shares in issue.
|
Six months
ended
30
June
2024
(unaudited)
|
Six months
ended
30
June
2023
(unaudited)
|
Year
ended
31
December
2023
(audited)
|
(Loss)/profit from continuing and
total operations
|
(£573,111)
|
(£422,782)
|
(£5,342,542)
|
Weighted average number of shares in
the period for basic earnings
|
775,404,187
|
775,404,187
|
775,404,187
|
Weighted average number of shares in
the period for fully diluted earnings
|
775,404,187
|
775,404,187
|
775,404,187
|
Basic and fully diluted (loss)/earnings per
share:
|
|
|
|
Basic (loss)/earnings per share from
continuing and total operations
|
(0.07p)
|
(0.05p)
|
(0.69)p
|
Fully diluted (loss)/earnings per
share from continuing and total operations
|
(0.07p)
|
(0.05p)
|
(0.69)p
|
For the current period exercise of
the outstanding warrants would be anti-dilutive for earnings per
share, so the weighted average number of shares in issue is the
same for both basic and fully diluted earnings per share
calculations.
|
3. Copies of
the interim report can be obtained from: The Company Secretary,
RiverFort Global Opportunities plc, Suite 39, 18 High Street, High
Wycombe, Buckinghamshire, HP10 8NJ and are available to view and
download from the Company's website : www.riverfortglobalopportunities.com