REG-Anemoi International Ltd Anemoi International Ltd: Interim Results
11/08/2022 07:15
============
Anemoi International Ltd (AMOI)
Anemoi International Ltd: Interim Results
11-Aug-2022 / 07:01 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information in accordance
with the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
═════════════════════════════════════════════════════════════════════════════════════════
Chairman’s Statement
Anemoi is pleased to announce its unaudited interim results for the six months to 30 June
2022.
The first six months of 2022 were marked by changes to Swiss FINMA rules, which pushed
out Institutional commitments to new technology, rampant inflation with the prospect of
Central Bank over-tightening and the prospect of recession.
During the period under review, id4 operated slightly above budgeted expectations for
revenue and costs came in under budget. Having said that sales conversion-times are slow,
and the Board considers it imprudent to embark on geographic expansion until id4 has
shown accelerated traction in its domestic market (Switzerland). On a positive note,
current customers are expanding their commitment to id4 and the company currently has 19
offers in front of potential customers and 2 further offers agreed. With the FINMA rules
in principal benefitting new technology providers and the healthy sale-pipeline with
imminent completion of 50% of the offers, the Board would hope that H2 2022 should show
significant operational and financial improvement.
The principal risks and uncertainties for the remaining six months of 2022 revolve around
the effects of the predicted recession and inflation noted above. It is felt that the id4
product is protected in many ways from recession due to the legal regulatory requirements
that is met by the software, however the Board continue to engage in cost saving reviews
to ensure that the going concern considerations of the Group remain long term.
This condensed consolidated interim financial report for the half-year reporting period
ended 30 June 2022 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 2021 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.
Duncan Soukup
Chairman
Anemoi International Ltd
10 August 2022
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
10 August 2022
Unaudited Condensed Statement of Income
For the six months ended 30 June 2022
6 Months to 6 Months to Year Ended
Jun 2022 Jun 2021 Dec 2021
GBP GBP GBP
Note Unaudited Unaudited Audited
Continuing Operations
Revenue 45,355 - 5,603
Cost of sales (24,070) - (3,525)
Gross profit 21,285 - 2,078
Administrative expenses excluding exceptional (371,399) (115,014) (160,880)
costs
Exceptional administration costs (58,166) - (445,796)
Total administrative expenses (429,565) (115,014) (606,676)
Operating loss before depreciation (408,280) (115,014) (604,598)
Depreciation and Amortisation 4 (42,131) - (3,874)
Impairment - - -
Operating loss (450,411) (115,014) (608,472)
Net financial income/(expense) 3 (384) (7,855) 4,942
Profit/(loss) before taxation (450,795) (122,869) (603,530)
Taxation (685) - -
Profit/(loss) for the period (451,480) (122,869) (603,530)
Earnings per share - GBP pence (using weighted
average number of shares)
Basic and Diluted (0.29) (0.38) (1.55)
Basic and Diluted 6 (0.29) (0.38) (1.55)
Unaudited Condensed Statement of Comprehensive Income
For the six months ended 30 June 2022
6 Months to 6 Months to Year Ended
Jun 2022 Jun 2021 Dec 2021
GBP GBP GBP
Unaudited Unaudited Audited
Loss for the financial year (451,480) (122,869) (603,530)
Other comprehensive income:
Exchange differences on re-translating foreign 197,530 (13,563) (11,779)
operations
Total comprehensive income (253,950) (136,432) (615,309)
Attributable to:
Equity shareholders of the parent (253,950) (136,432) (615,309)
Total Comprehensive income (253,950) (136,432) (615,309)
Unaudited Condensed Statement of Financial Position
As at 30 June 2022
As at As at As at
Jun 2022 Jun 2021 Dec 2021
GBP GBP GBP
Note Unaudited Unaudited Audited
Assets
Non-current assets
Goodwill 4 1,462,774 - 1,462,774
Intangible assets 4 1,429,975 - 1,299,266
Property, plant and equipment 4 10,439 - 10,146
Total non-current assets 2,903,188 - 2,772,186
Current assets
Trade and other receivables 333,461 7,403 628,636
Cash and cash equivalents 2,464,317 1,095,868 2,734,633
Total current assets 2,797,778 1,103,271 3,363,269
Liabilities
Current liabilities
Trade and other payables 526,991 76,752 729,724
Total current liabilities 526,991 76,752 729,724
Net current assets 2,270,787 1,026,519 2,633,545
Non-current liabilities
Long term debt 5 - 229,673 -
Total non-current liabilities - 229,673 -
Net assets 5,173,975 796,846 5,405,731
Shareholders’ Equity
Share capital 7 117,750 1,044,855 117,750
Share premium 5,768,771 - 5,768,771
Preference shares 246,096 - 246,096
Other Reserves 74,330 74,330 74,330
Foreign exchange reserve 217,335 (4,173) (2,389)
Retained earnings (1,250,307) (318,166) (798,827)
Total shareholders' equity 5,173,975 796,846 5,405,731
Total equity 5,173,975 796,846 5,405,731
These financial statements were approved by the board 10 August 2022
Signed on behalf of the board by:
Duncan Soukup
Unaudited Condensed Statement of Cash Flows
For the six months ended 30 June 2022
6 Months to 6 Months to Year ended
Jun 2022 Jun 2021 Dec 2021
GBP GBP GBP
Notes Unaudited Unaudited Audited
Cash flows from operating activities
Profit/(Loss) for the period (450,411) (115,014) (608,472)
(Increase)/decrease in trade and other 295,175 (7,403) -
receivables
(Decrease)/increase in trade and other payables (202,733) 55,650 (47,914)
Net exchange differences (35,837) - 19,688
Depreciation 4 42,131 - 3,874
Cash generated by operations (351,675) (66,767) (632,824)
Taxation (685) -
Net cash flow from operating activities (352,360) (66,767) (632,824)
Cash flows from investing activities
Acquisition of subsidiary - - 18,333
Purchase of intangible assets 4 (115,456) - -
Net cash flow in investing activities - continuing (115,456) - 18,333
operations
Cash flows from financing activities
Interest paid (44) (8,922) (14,632)
Interest received 14 - -
Issue of ordinary share capital 7 - 240,000 2,415,000
Parent company loan issuance/(repayment) - 65,411 81,893
Net cash flow from financing activities (30) 296,489 2,482,261
Net increase in cash and cash equivalents (467,846) 229,722 1,867,770
Cash and cash equivalents at the start of the 2,734,633 878,642 878,642
period
Effects of foreign exchange rate changes 197,530 (12,496) (11,779)
Cash and cash equivalents at the end of the 2,464,317 1,095,868 2,734,633
period
Unaudited Condensed Statement of Changes in Equity
For the six months ended 30 June 2022
Attributable to owners of the Company
Total
Share Share Preference Other Foreign Retained Shareholders
Exchange
Capital Premium Shares Reserves Reserves Earnings Equity
£ £ £ £ £ £ £
Balance as at
31 December 804,855 - - 74,330 9,390 (195,297) 693,278
2020
Issuance of 240,000 - - - - - 240,000
Share Capital
Total
comprehensive - - - - (13,563) (122,869) (136,432)
income for
the period
Balance as at 1,044,855 - - 74,330 (4,173) (318,166) 796,846
30 June 2021
Issuance of
Preference - - 246,096 - - - 246,096
shares
Conversion of
Share Capital (1,018,479) 1,018,479 - - - - -
to par value
Acquisition 50,386 2,616,280 - - - - 2,666,666
of Subsidiary
Issuance of 40,988 2,134,012 - - - - 2,175,000
Share Capital
Foreign
Exchange on - - - - 1,784 - 1,784
translation
Total
comprehensive - - - - - (480,661) (480,661)
income for
the period
Balance as at
31 December 117,750 5,768,771 246,096 74,330 (2,389) (798,827) 5,405,731
2021
Foreign
Exchange on - - - - 22,194 - 22,194
translation
Total
comprehensive - - - - 197,530 (451,480) (253,950)
income for
the period
Balance as at 117,750 5,768,771 246,096 74,330 217,335 (1,250,307) 5,173,975
30 June 2022
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.
id4 AG is a wholly owned subsidiary of Anemoi and was formed as part of the merger of the
former id4 AG (“id4”) with and into its parent, Apeiron Holdings AG on 14 September 2021.
id4 was incorporated and registered in the Canton of Lucerne in Switzerland in April 2019
whilst Apeiron Holdings AG was incorporated and registered in December 2018. Following
the merger, Apeiron Holdings AG was renamed id4 AG.
On the 17th December 2021, the entire share capital of id4 AG was purchased by Anemoi
International Ltd.
2 Significant Accounting policies
The Group financial statements consolidate those of the Company and its subsidiaries
(together referred to as the “Group”).
The Group prepares its accounts in accordance with applicable UK Adopted International
Accounting Standards “IFRS”.
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 2021.
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
2022 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 2021.
These condensed interim financial statements for the six months ended 30 June 2022 are
unaudited and do not constitute full accounts. The independent auditor’s report on the
2021 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.
3 Net Financial Expense
Six months Six months Year
ended ended ended
30 Jun 22 30 Jun 21 31 Dec 21
Unaudited Unaudited Audited
£ £ £
Loan interest expense 44 8,906 14,616
Bank interest expense - 16 16
Bank interest income (14) - -
Foreign currency (gains)/losses 354 (1,067) (19,574)
384 7,855 (4,942)
4 Earnings per share
Six months Six months Year
ended ended ended
30 Jun 22 30 Jun 21 31 Dec 21
Unaudited Unaudited Audited
£ £ £
The calculation of earnings per share is based on
the following loss attributable to ordinary
shareholders and number of shares:
Loss for the period (451,480) (122,869) (603,530)
Weighted average number of shares of the Company 157,041,665 32,500,000 38,933,104
Earnings per share:
Basic and Diluted (pence) (0.29) (0.38) (1.55)
Number of shares outstanding at the period end: 157,041,665 35,999,999 157,041,665
Number of shares in issue
Opening Balance 157,041,665 30,000,000 30,000,000
Issuance of Share Capital - 5,999,999 127,041,665
Basic number of shares in issue 157,041,665 35,999,999 157,041,665
5 Non-current assets
Plant
Intangible and
Total Goodwill Assets Equipment
Cost GBP GBP GBP GBP
Cost at 1 January 2022 2,791,454 1,462,774 1,316,819 11,861
FX movement 61,228 - 60,444 784
2,852,682 1,462,774 1,377,263 12,645
Additions 115,456 115,456
Cost at 30 June 2022 2,968,138 1,462,774 1,492,719 12,645
Depreciation
Depreciation at 1 January 2022 19,268 - 17,553 1,715
FX movement -
19,268 - 17,553 1,715
Charge for the period on continuing operations 42,131 - 41,772 359
FX movement 3,551 - 3,419 132
Depreciation at 30 June 2022 64,950 - 62,744 2,206
Closing net book value at 30 June 2022 2,903,188 1,462,774 1,429,975 10,439
For impairment testing purposes, management considers the operations of the Group to
represent a single cash generating unit (CGU), providing software and digital solutions
to the financial services industry. The directors have assessed the recoverable amount of
goodwill which in accordance with IAS 36 is the higher of its value in use and its fair
value less costs to sell (fair value), in determining whether there is evidence of
impairment.
The fair value of the CGU as at 30 June 2022 is considered by the directors to be fairly
represented by the value in use of the CGU, which supports the view that the goodwill is
not impaired. Given the early stage of the development post acquisition and sales
pipeline alongside no other indications of impairment, the directors do not consider
there to be any indication that the goodwill is impaired.
6 Borrowings
As at As at As at
30 Jun 22 30 Jun 21 31 DAec 21
Unaudited Unaudited Audited
Non-current liabilities £ £ £
Convertible loan note drawdown - 218,453 -
Interest accrued - 11,220 -
Total Borrowing - 229,673 -
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 December 2020, USD$3,063 of
interest had been accrued on a drawn down balance of USD$221,139. On the 17th December
2021, prior to the acquisition of id4 and new issuance of shares, the loans were
converted to preference shares and 334,956 shares were allotted.
7 Share Capital
As at As at As at
30 Jun 22 30 Jun 21 31 Dec 21
Unaudited Unaudited Audited
£ £ £
Authorised share capital:
Unlimited ordinary shares of - - -
$0.001 each
Fully subscribed shares
29,950,000 ordinary shares of 1,200,000 1,200,000 1,200,000
$0.04 each
Exchange rate adjustment 1.3649 1.3649 1.3649
29,950,000 ordinary shares in 879,185 879,185 879,185
GBP
Placing 5,999,999 ordinary 240,000 240,000 240,000
shares of £0.04
Conversion of shares to par
value of $.0001 at rate of (1,092,810) - (1,092,810)
1.3649
Issuance of 66,666,666 shares 50,387 - 50,387
for acquisition of id4 AG
Placing of 54,375,000 shares 40,988 - 40,988
of $0.001
Less fair value of options - (74,330) -
and warrants
Total 117,750 1,044,855 117,750
Number Number Number
of shares of shares of shares
Fully subscribed shares 157,041,665 35,999,999 157,041,665
Balance at close of period 157,041,665 35,999,999 157,041,665
Under the Company’s articles of association, the Board is authorised to offer, allot,
grant options over or otherwise dispose of any unissued shares. Furthermore, the
Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s
own shares for such consideration as they consider fit, and either cancel or hold such
shares as treasury shares. The directors may dispose of any shares held as treasury
shares on such terms and conditions as they may from time to time determine. Further, the
Company may redeem its own shares for such amount, at such times and on such notice as
the directors may determine, provided that any such redemption is pro rata to each
shareholders’ then percentage holding in the Company.
On the 14th April 2021, a total of 5,999,999 new DIs (the "Placing DIs") were placed by
at a price of £0.04 per Placing DIs (the "Placing") with existing and new investors
("Placees") raising gross proceeds of approximately £240,000. The Placing DIs represent
Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company
prior to the Placing.
On the 16th August 2021 the Board announced that the par value of its issued and
outstanding ordinary shares of no par value had changed to US$0.001 per Ordinary Share.
The total number of issued shares with voting rights remained unchanged at 35,999,999
Ordinary Shares. Aside from the change in nominal value, the rights attaching to the
Ordinary Shares (including all voting and dividend rights and rights on a return of
capital) remained unchanged.
On the 17th December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary
Shares of $0.001 were issued to the shareholders of id4 in settlement of consideration
for the acquisition and the Company was readmitted to trading on the London Stock
Exchange.
On the 17th December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary
Shares of $0.001 were issued in a further placing with existing and new investors,
raising a total of £2,175,000.
8 Related Party Transactions
Thalassa Holdings Ltd, which holds shares in the Group is related by common control
through the Chairman, Duncan Soukup.
Thalassa Holdings Ltd invoiced the Group for administration costs totalling £8,709 (June
2021:£37,293, Dec 2021: £48,302)). At the period end the balance owed to Thalassa
totalled £340,768 (June 2021: £26,147, Dec 2021: £360,264.
Consultancy and administrative services were accrued on behalf of a company in which the
Chairman has a beneficial interest, the Group were invoiced £77,556 of fees in the period
(Jun 2021: £9,525. Dec 2021:£19,263).
Athenium Consultancy Ltd, a company controlled by the Director, Tim Donell, and in which
the Group owns shares invoiced the group for financial and corporate administration
services totalling £75,000 for the period (Jun 2021: nil, Dec 2021: nil).
9 Subsequent events
There were no subsequent events to report
10 Copies of the Interim Report
The interim report is available on the Company’s website:
1 www.anemoi-international.com.
═════════════════════════════════════════════════════════════════════════════════════════
ISIN: VGG0419A1057
Category Code: IR
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
OAM Categories: 1.2. Half yearly financial reports and audit
reports/limited reviews
Sequence No.: 180577
EQS News ID: 1417919
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
2 fncls.ssp?fn=show_t_gif&application_id=1417919&application_name=news&site_id=reuters9
References
Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=294ba89712b8663305c87a86571f036b&application_id=1417919&site_id=reuters9&application_name=news
============Recent news on Anemoi International
See all newsREG-Anemoi International Ltd Anemoi International Ltd: Notice of AGM
AnnouncementREG-Anemoi International Ltd Anemoi International Ltd: Annual Financial Report to 31 December 2024
AnnouncementREG-Anemoi International Ltd Anemoi International Ltd: 2024 Interim Results
AnnouncementREG-Anemoi International Ltd Anemoi International Ltd: Results of AGM
AnnouncementREG-Anemoi International Ltd Anemoi International Ltd:
Announcement