REG - Anemoi International - Interim Results

Anemoi InternationalAnnouncement

28/09/2021 07:05

RNS Number : 1900N
  
Anemoi International Ltd
  
28 September 2021
  
 

28 September 2021
 
 
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
 
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi" or the "Company")
Interim Results for the period ended 30 June 2021
 
 
 
CHAIRMAN'S STATEMENT 
I am happy to present the unaudited interim accounts for the six months to 30 June 2021. Whilst the first six months of 2021 were uneventful, the board continues to review potential transactions and looks forward to the second half of the financial year.
As part of this ongoing review, the Board of Anemoi are pleased to announce that the Company has signed non-legally binding heads of terms with the shareholders of id4 AG which set out the key terms for the proposed acquisition of the entire issued share capital of id4. Although the full details are yet to be determined, this is an exciting acquisition. 
id4 is a Software as a Service (SaaS) company specialised in the provision of digital ‎Customer Lifecycle Management ("CLM") solutions for financial and non-financial ‎institutions. id4 was nominated as one of the RegTech 100 in 2020‎‎ as well as ‎receiving the Best Compliance Solution Award in 2020‎ ‎and the Best Fintech Solution ‎Award in 2021 at the WealthBriefing Swiss Awards‎. 
Should the Acquisition complete, it would constitute a Reverse Take Over under the Listing Rules therefore, at the request of the Company, the FCA has suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of the 28th July 2021 pending the publication of a prospectus providing further detail on id4 and the Company as enlarged by the Acquisition, or an announcement that the RTO is not proceeding.
This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2021 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting. 
The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2020 and any public announcements made by Anemoi International Ltd during the interim reporting period. 
 
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
 
Responsibility Statement
We confirm that to the best of our knowledge:
a)    the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
b)    the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
c)    the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
 
 
 
 
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to enable them to assess the Company's strategy and the potential for that strategy to succeed. The IMR should not be relied on by any other party or for any other purpose.
 
 
Duncan Soukup
Chairman 
Anemoi International Ltd 
20 September 2021
 
 




Enquiries:


 




Anemoi International Ltd


 




Duncan Soukup (Chairman)


+33 (0)6 78 63 26 89




 
 


 
Condensed Statement of Income
For the six months ended 30 June 2021




 


 


6 Months to 


Period to 




 


 


Jun 2021


Dec 2020




Note


GBP 


GBP 




Continuing Operations


 


 


 




Revenue


 


- 


- 




Cost of sales


 


- 


- 




Gross profit / (loss)


 


- 


- 




Administrative expenses excluding exceptional costs


 


(115,014)


(102,747)




Exceptional administration costs


 


- 


(88,817)




Total administrative expenses


 


(115,014)


(191,564)




Operating loss


 


(115,014)


(191,564)




Net financial income/(expense)


3


(7,855)


(3,733)




Profit/(loss) before taxation


 


(122,869)


(195,297)




Taxation


 


- 


- 




Profit/(loss) for the period


 


(122,869)


(195,297)




 


 


 


 




 


 


 


 




Loss per share - pence (using weighted average number of shares)


 


 


 




Basic and Diluted - Continuing Operations


 


(0.38p)


(0.65p)




Basic and Diluted


5


(0.38p)


(0.65p)




 
 
 
 
 
Condensed Statement of Comprehensive Income
For the six months ended 30 June 2021
 




 


6 Months to 


Period to 




 


Jun 2021


Dec 2020




GBP 


GBP 




Loss for the financial year


(122,869)


(195,297)




Other comprehensive income:


 


 




Exchange differences on re-translating foreign operations


(13,563)


9,390 




Total comprehensive income


(136,432)


(185,907)




 


 


 




Attributable to:


 


 




Equity shareholders of the parent


(136,432)


(185,907)




Non-Controlling interest


- 


- 




Total Comprehensive income


(136,432)


(185,907)




                                                                                                                                                                                                   


Condensed Statement of Financial Position
As at 30 June 2021




 


 


Jun 2021


Dec 2020




Note


GBP 


GBP 




Assets


 


 


 




 


 


 


 




Current assets


 


 


 




Trade and other receivables


 


7,403 


- 




Cash and cash equivalents


 


1,095,868 


878,642 




Total current assets


 


1,103,271 


878,642 




 


 


 


 




Liabilities


 


 


 




Current liabilities


 


 


 




Trade and other payables


 


76,752 


21,101 




Total current liabilities


 


76,752 


21,101 




 


 


 


 




Net current assets


 


1,026,519 


857,541 




 


 


 


 




Non-current liabilities


 


 


 




Long term debt


4


229,673 


164,263 




 


 


 


 




Total non-current liabilities


 


229,673 


164,263 




 


 


 


 




Net assets


 


796,846 


693,278 




 


 


 


 




Shareholders' Equity


 




Share capital


6


1,044,855 


804,855 




Other Reserves - Warrant Options


 


74,330 


74,330 




Foreign exchange reserve


 


(4,173)


9,390 




Retained earnings


 


(318,166)


(195,297)




Total shareholders' equity


 


796,846 


693,278 




Total equity


 


796,846 


693,278 






Condensed Statement of Cash Flows
For the six months ended 30 June 2021




 


 


6 Months to 


Period to 




 


Notes 


Jun 2021


Dec 2020




 


GBP 


GBP 




Cash flows from operating activities


 


 


 




Operating Loss


 


(115,014)


(191,564)




Increase in other receivables


 


(7,403)


- 




Increase in other payables


 


55,650 


21,101 




Cash generated by operations


 


(66,767)


(170,463)




 


 


 


 




Cash flows from financing activities


 


 


 




Interest Paid


 


(8,922)


(2,357)




Issue of ordinary share capital


6


240,000 


879,185 




Parent company loan issuance/(repayment)


 


65,411 


164,263 




Net cash flow from financing activities - continuing operations


 


296,489 


1,041,091 




 


 


 


 




 


 


 


 




Net increase in cash and cash equivalents


 


229,722 


870,628 




Cash and cash equivalents at the start of the period


 


878,642 


- 




Effects of foreign exchange rate changes


 


(12,496)


8,014 




Cash and cash equivalents at the end of the period


 


1,095,868 


878,642 




 
 
 
 
 
Condensed Statement of Changes in Equity
For the six months ended 30 June 2021 




 


Attributable to owners of the Company 




 


 


 


 


 


Total 




 


Share 


Other 


Foreign Exchange 


Retained 


Shareholders 




 


Capital 


Reserves 


Reserves 


Earnings 


Equity 




 


£ 


£ 


£ 


£ 


£ 




 


 


 


 


 


 




 


 


 


 


 


 




Opening Balance 


- 


- 


- 


- 


- 




Issuance of Share Capital 


879,185 


- 


- 


- 


879,185 




Other Reserves - Warrant Options 


(74,330)


74,330 


- 


- 


- 




Total comprehensive income for the period 


 


- 


9,390 


(195,297)


(185,907)




Balance as at

31 December 2020 


804,855 


74,330 


9,390 


(195,297)


693,278 




Issuance of Share Capital 


240,000 


- 


- 


- 


240,000 




Other Reserves - Warrant Options 


- 


- 


- 


- 


- 




Total comprehensive income for the period 


- 


- 


(13,563)


(122,869)


(136,432)




Balance as at

30 June 2021 


1,044,855 


74,330 


(4,173)


(318,166)


796,846 




 
 
ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the UK
 
 
Notes to the Condensed Financial Information
1  General information
Anemoi International Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities.  
 
2  Significant Accounting policies
 
The Company prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.
The financial statements are expressed in GBP
The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2020.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
 
2.1  Basis of preparation
 
The condensed consolidated interim financial information for the six months ended 30 June 2021 has been prepared in accordance with International Accounting Standard No. 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2020. 
These condensed interim financial statements for the six months ended 30 June 2021 are unaudited and do not constitute full accounts. The independent auditor's report on the 2020 financial statements was not qualified. 
 
2.2  Going concern
 
The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.
 
 
Notes Condensed Financial Information Continued
3  Net Financial Expense




 


6 Months to 


Period to 




 


Jun 2021


Dec 2020




 


GBP 


GBP 




 


 


 




Loan interest payable


8,906 


2,357 




Bank interest expense


16 


 




Foreign currency (gains)/losses


(1,067)


1,376 




 


7,855 


3,733 




 
4  Borrowings




 


2021


2020




Non-current liabilities


GBP 


GBP 




Convertible loan note drawdown


218,453 


161,905 




Interest accrued


11,220 


2,358 




Total Borrowing


229,673 


164,263 




 
In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of USD$350,000. As at the period end USD$15,400 of interest had been accrued on a drawn down balance of USD$299,824. The notes are redeemable on the second anniversary of the execution date. They have been translated at the year end rate in to GBP.
 
5  Earnings per share




 


6 Months to 


Period to 




 


Jun 2021


Dec 2020




 


GBP 


GBP 




The calculation of earnings per share is based on

the following loss attributable to ordinary shareholders and number of shares:


 


 




Loss for the period from continuing operations


(122,869)


(195,297)




Loss for the period


(122,869)


(195,297)




 


 


 




Weighted average number of shares of the Company


32,500,000 


30,000,000 




 


 


 




Loss per share:


 


 




Basic and Diluted (pence)


(0.38p)


(0.65p)




 
 
Notes Condensed Financial Information Continued
6  Share Capital




 


As at 


As at 




 


30 Jun 2021 


31 Dec 2020 




 


 


 




Authorised share capital:


 


 




100,000,000 ordinary shares of no par value


- 


- 




 


 


 




 


 


 




Fully subscribed shares


 


 




29,950,000 ordinary shares of $0.04 each


1,198,000 


1,198,000 




Exchange rate adjustment


                    1.3649 


1.3649




29,950,000 ordinary shares in GBP


879,185 


879,185 




Placing of 5,999,999 ordinary shares of £0.04


240,000 


- 




Less fair value of options and warrants


(350,501)


- 




Total


768,684 


879,185 




 


 


 




 


Number 


Number 




 


of shares 


of shares 




 


 


 




Fully Subscribed shares as per above


35,949,999 


29,950,000 




Fully Subscribed shares of no value


50,000 


50,000 




Total


35,999,999 


30,000,000 




 
Under the Company's amended memorandum of association of 25 May 2021, the Company is authorised to issue an unlimited number of shares of one class. 
 
During the period 5,999,999 ordinary shares were placed at a price of £0.04 per share with existing and new investors (the Placing), bringing the total issued share capital of the company to 35,999,999 Ordinary Shares of no par value. 
 
Simultaneous to the Placing the Company granted to subscribers:
 
(i)            5,999,999 'A' warrants with an exercise period of one year from the first anniversary of the date of grant entitling an 'A' warrantholder to subscribe for one ordinary share of the Company for each warrant held at a subscription price of £0.08; and
(ii)           5,999,999 'B' warrants  with  an  exercise  period  of  one  year  from  the  second  anniversary  of  the  date  of  grant  entitling  a  warrantholder  to  subscribe  for  one  ordinary  share  of  the  Company  for  each  warrant  held  at  a  subscription  price  of  £0.12
 
in  each  case  with  the  subscription  rights  and  price  per  ordinary  share  being  subject  to  adjustment in the event of any share splits or share consolidations by the Company.
 
Accelerated  subscription  rights  apply  to  both  'A' warrant  and 'B' warrants in  the  event  that the Company undertakes further  equity  fund  raises  (including  in  connection  with  a  merger,  acquisition  or  reverse  takeover  transaction) .
 
The  Company  may,  at  any  time  during  the  exercise  periods of the 'A' warrants and 'B' warrants  when  the  Company's  share  price  equals  or  exceeds  the  subscription  price applicable to each class of warrant,  without  notice  purchase  any  warrants  at  any  price  by  tender,  private  treaty  or  otherwise.  The  Company  may  accept  the  surrender  of  a  Warrant  at  any  time.  Any  Warrants  so  purchased  or surrendered will be cancelled by the Company, which will not be at liberty to reissue or resell them.
 
Notes Condensed Financial Information Continued
 
7  Related Party Transactions
 
Thalassa Holdings Ltd, which holds shares in the Company is related by common control through the Chairman, Duncan Soukup.
The staff costs incurred by the Company are recharged from Thalassa Holdings Ltd totalling £37,293 for the period.
Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group accrued $13,000 of fees in the period (2020 : nil). There was no further director's remuneration for the period.
 
8  Subsequent events
The Company's M&A were amended by a written resolution of the board on 15th July 2021 such that the Company is authorised to issue shares of one class with a par value of US$0.001
Luca Tomasi was appointed as a director of the Company by a written resolution of the board passed on 1 July 2021.
 
9  Copies of the Interim Report
 
The interim report is available on the Company's website: www.anemoi-international.com. 
 

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