REG - APQ Global Limited - Final results for the year ended 31 December 2018
APQ Global Limited
("APQ", "APQ Global" or the "Company")
Final results for the year ended 31 December 2018
APQ Global today announces its audited financial results for the year ended 31 December 2018.
FINANCIAL HIGHLIGHTS
Book Value at 31 December 2018 was $76.4m, a decrease from $100.0m since the start of the year. The term "book value" herein includes the assets of APQ Global Limited and its subsidiaries net of any liabilities, presented in US dollars.
Book Value per share in the year decreased from 128.11 cents to 97.84 cents.
Earnings loss per share for the year was $0.25889 (2017 - earnings gain per share $0.06995).
Dividends paid in GBP totalled 6 pence (8.12 cent) per share and were declared and paid during the year as follows:
· 1.50 pence (2.08 cent) per share Ex Dividend 1 February 2018 Paid 2 March 2018
· 1.50 pence (2.13 cent) per share Ex Dividend 26 April 2018 Paid 25 May 2018
· 1.50 pence (1.95 cent) per share Ex Dividend 26 July 2018 Paid 24 August 2018
· 1.50 pence (1.96 cent) per share Ex Dividend 1 November 2018 Paid 30 November 2018
After the year end, a further dividend of 1.5 pence (1.90 cents) per share was declared on 21 January 2019 in relation to the quarter ended 31 December 2018.
In the year covered by these financial statements, the share price of the Company has consistently traded at a premium over the actual Book Value of the Company.
There have been further AIM market trades since 31 December 2018, details of these can be found on the London Stock Exchange website by following the link below. Monthly book values and quarterly reports are also made available as they fall due.
http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GG00BZ6VP173GGGBXASQ1.html
On 22 January 2018, the Company raised £10,207,300 ($14,492,418) before expenses from the issue of a further 1,982 units of £5,000 ($7,099) nominal convertible unsecured loan stock with a coupon of 3.5% per annum, a conversion premium of 10% and a maturity of 7 years.
For further enquiries, please contact:
APQ Global Limited
Bart Turtelboom - Chief Executive Officer
020 3478 9708
N+1 Singer - Nominated Adviser and Broker
James Maxwell / Justin McKeegan
020 7496 3000
Carey Group - TISE sponsor
Claire Torode
01481 737 279
Investor Relations
ir@apqglobal.com
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is a global emerging markets income company with interests across Asia, Latin America, Eastern Europe, the Middle East and Africa. The Company's objective is to steadily grow earnings to deliver attractive returns and capital growth to shareholders. This objective is achieved through a combination of revenue generating operating activities and investing in growing businesses across emerging markets. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets.
For more information, please visit apqglobal.com.
International Advisory Council (IAC)
Established in February 2017, the IAC assists in locating the best investment opportunities across the globe. The panel of advisors, chaired by Tania Rotherwick, contribute insights from their own areas of geographical and sector expertise to support APQ Global's business strategy.
CHAIRMAN'S STATEMENT
For the year ended 31 December 2018
The aim of the Board is to steadily grow the Company's earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets (or "EM") as well as earning revenue from income generating operating activities. Specifically, our goals are to deliver a dividend yield of 6% per annum (based on capital subscribed) and in addition generate returns to grow the Company by a further 5-10% per annum. The Company focuses its investment activities in emerging markets globally (in Asia, Latin America, Eastern Europe, the Middle East and Africa).Strategic Investment Portfolio
The Company has maintained its investment in City of London Investment Group ("CLIG") representing 7.0% of its overall book value. The Company believes that the positive outlook for the EM equity asset class, the prudent management and an attractive dividend yield bode well for the CLIG stock price. The Company has also maintained a small stake in Anglo Pacific Group of 1.5% of book value, a London Main Market listed mining royalty company, through participation in a rights issue to fund a new royalty agreement with a Canadian mining company.
Direct Investment Portfolio
In December 2018, the Company invested around 1.0% of its Book Value in BARTR Holdings Limited, acquiring 40.0% of its equity. BARTR Holdings Limited is an innovative start-up with specialist knowledge and operational experience in the wholesale telecoms market.
Post year end, the Company has also acquired a 100% interest in a trust and corporate services group, Palladium Trust Services ("Palladium") for an upfront cost representing less than 0.4% of Book Value. Palladium has a diverse and large client base with significant potential for increasing revenue for both the corporate services business and the Company.
Gearing
In 2017, the Company raised £20,090,000 through the issue of 4,018 units of £5,000 ($6,708) nominal convertible unsecured loan stock (CULS). On 22 January 2018, the Company raised a further £10,207,300 ($14,492,418) before expenses from the issue of a further 1,982 units of £5,000 ($7,099) nominal CULS, increasing its leverage to 42%. The CULS were issued with a coupon of 3.5% per annum, a conversion premium of 10% and a maturity of 7 years. The Board has confidence in the long-term prospects for the emerging markets sector and believes that the additional gearing should enable the Company to generate increased total returns over the longer term. The Directors believe that this provides long-term structural gearing at a fixed cost that is competitive with other forms of gearing that were available, and which has the potential to be converted into the permanent capital base of the Company.
Dividends
Despite challenging conditions in Emerging Markets in the year, I am pleased to report that the Company met its target of paying four quarterly dividends of 1.5p, making a total of 6p (8.12 cents) for the year, and that this was maintained into the first quarter of 2019. The portfolio contains a diverse range of asset classes, many of which deliver attractive income levels. The income performance is regularly reviewed by the Board to ensure it continues to meet our investment and return targets.
Total Return
Book Value per share in the year decreased from 128.11 cents to 97.84 cents, a fall of 23.6%. After adjusting for the dividends above, the Total Return for the year was minus 18.1%, performing in line with the MSCI EM Index (down 17%). Despite this, the Board feels the Company is well placed to benefit from the anticipated recovery in EM markets.
Board Change
I am very pleased to welcome Wesley Davis to the Board. On 1 January 2019, Wesley replaced Richard Bray as Finance Director to the Company, and I would like to thank Mr Bray for his hard work and support in seeing the Company successfully through from launch to this point. Mr Davis brings over 25 years of experience in emerging & frontier markets, both in investment banking and operating company roles. He has also previously served in a consulting capacity on the International Advisory Council of the Company, with a focus on private equity and illiquid credit origination.
Conclusion
The investment performance and outlook for Emerging Markets are discussed in more detail in the CEO's statement on page 6, but I am confident that in such volatile times, our diversified portfolio of assets and flexible approach to decision making continues to serve our shareholders interests in the best possible manner.
Wayne Bulpitt
Chairman, APQ Global Limited
CEO'S STATEMENT
Calm After the Storm but Beware the Occluded Front
A hazard of international investing is a life subjected to the vagaries of weather patterns while navigating flights between markets. Just for now, my two worlds are aligned: the polar vortex has lifted; planes and economies are running smoothly once again.
The panic over the US-China trade war, the squeeze from four Fed hikes last year, the deadlock over Brexit - all contributed to the recent chill. Emerging markets afforded no shelter: Latin America was consumed by the impending election of leftist and rightist populists in Mexico and Brazil; Russia and Turkey huddled in anti-American communion with Iran in Syria; the UAE clashed with Qatar; and the world turned on Saudi Arabia.
The climate has decidedly warmed. President Trump wants to meet Xi Jinping "very soon" for talks to end the trade war and delayed his March 1 deadline for imposing 25% tariffs on China.
In emerging markets, Latin America's populists have managed to become popular with investors too. Mexican President AMLO's promised support for the debt laden oil producer, Pemex, eased Mexican yields from the highest levels since the financial crisis. Confidence that Bolsonaro's technocratic economic team will tackle pension reforms that eluded successive Brazilian governments has sent the Bovespa to all-time highs. Even Russia has come in from the cold, with the US dropping sanctions against Rusal and OPEC looking to Moscow for a new alliance to regulate oil prices. There are also signs of a warming in relations among the GCC's members after US Secretary of State Mike Pompeo urged an end to the rift while visiting Qatar.
US stocks had their best start to a year in more than three decades. The MSCI Emerging Markets Index gained 9.5% in the first quarter of 2019. Long EM is suddenly the most popular position among the 200 or so institutional investors polled monthly by Bank of America Merrill Lynch, the first time that's happened in the survey's history. Short EM was a top 3 trade in the previous month.
This time last year, emerging market assets were rising like mercury as optimism over economic growth drove the JPMorgan Emerging Market Currency Index to a 30-month high - only to later come crashing down to decade lows. Just as we get nice and toasty, cold fronts have a nasty habit of overtaking warm fronts. Meteorologists call it the Occluded Front: the warmth is driven away from earth's atmosphere, leaving ominous clouds.
Those clouds are in sight. Although Trump recently said he's willing to let the tariffs deadline "slide for a little while" if the US is close to a deal, significant gaps with China remain. There's been no let up in the US campaign against Chinese telecom equipment imports amid allegations of IP theft and cyber espionage by Huawei. And while the toll from tariffs is evident in China's slowing growth, it's not the only major economy that Donald Trump is targeting for a new deal on trade: the European Union could be next. Trump has until mid-May to decide his response to the Commerce Department's recommendations on whether European carmakers' auto imports pose a national security threat and if tariffs would be needed.
Yet, while the sun shines, there are gains to be made. This year's rebound has yet to compensate for near 17% losses in the MSCI EM Index last year, far outstripping the 10.5% slump in the developed world equivalent. EM equity valuations remain low and bond yield premiums high by comparison with US markets and historical levels. Price-to-book value remains under the 10-year average while profitability looks similar to far higher valued developed market peers, with return on equity at around 13%.
Risk hasn't evaporated. Elections this year in India, South Africa, Nigeria, Thailand, the Philippines and Argentina imply localised volatility - but the swings appear skewed in favour of the positive in key markets. Nigeria's incumbent president, Muhammadu Buhari, won re-election. Market reaction was positive as potential reforms include oil sector privatisation and improving monetary & fiscal policy coordination. In Argentina, reformist President Macri's approval rating has fallen to a low due to spending cuts to comply with IMF terms while corruption allegations dog his legacy Peronist rival, ex-President Cristina Fernández de Kirchner. International support for Juan Guaidó makes Venezuela entirely unpredictable - inflation has left record highs but still remains above 2.3 million percent rendering the bolivar near-worthless.
However, on balance, the upside potential looks significantly greater than the downside risk.
Venezuela's basket-case currency contrasts with the emerging market currency basket: exchange rates have stabilised across much of the developing world, spurred in part by rising commodity prices boosting export earnings. Their relative attractiveness is, of course, the inverse of a lack of appeal for dollars and to some extent euros, yen and pounds. With the Federal Reserve trimming its outlook for rate increases, the ECB and Bank of England insulating their economies from Brexit fallout, and the Bank of Japan celebrating its 20th anniversary of zero-rate policies, there's very little interest to pull investors back from emerging markets.
Changing weather patterns come and go. As value investors, our decisions are shaped by the long-range forecast. And for emerging markets, the outlook is clear.
One of the most definitive pieces of research this year came from Standard Chartered, which predicted the biggest 10 economies of 2030 based on nominal GDP using purchasing power parity exchange rates. For emerging markets, the results are glowing:
By 2030, seven of the top 10 global economies will be emerging markets: Standard Chartered
Nominal GDP estimates in trillions of dollars using PPP
China
64.2
India
46.3
USA
31
Indonesia
10.1
Turkey
9.1
Brazil
8.6
Egypt
8.2
Russia
7.9
Japan
7.2
Germany
6.9
Source: Standard Chartered, January 2019
Finally, we will continue to seek value in our investments through any near-term headwinds, driven by our conviction in emerging markets as a compelling long-term investment proposition.
Bart Turtelboom
CEO, APQ Global Limited
2018 IN REVIEW
2018 was a difficult year for emerging markets. Including movements in the GBP/USD exchange rate and the dividend paid, the Company returned minus 18.1%, stated on a monthly compounded basis, Year-to-Date, measured in USD. The book value per share was 98 US cents as of Year End.
Towards the end of the year we gradually decreased our exposure, mainly in equities and local markets, into more defensive instruments.
During the year, the Company's credit exposure generated -2.4%, whilst equity investments returned -4.9% and local currency bond exposure returned -2.8%. EM Currency exposure lost -8.0%.
Return Contribution for Each Asset Class (in $)
Asset Class
2018
Credit
-2.4%
Equity
-4.9%
FX
-8.0%
Rates
-2.8%
TOTAL*
-18.1%
*Note: the contribution for each asset class also includes the relative contribution of other adjustments impacting total return for the year. The overall return to shareholders for the year reflects the movements in book value plus dividends paid.
The bulk of the Company's overall exposure was in credit and government bonds (47.6% of book value), followed by local currency bond exposure (31.9% of book value). EM equities accounted for 19.1% of book value.
Portfolio Breakdown
Asset Class
% of Book Value
% of Total Gross
Credit
47.6%
26.0%
EM Local Markets (ex IRD)
11.8%
6.5%
EM Currency Exposure
20.1%
11.0%
EM Equities
19.1%
10.4%
Cash
84.4%
46.1%
TOTAL
183.0%
100.0%
Liquid Markets Portfolio
During the year, the Company reduced its EM equity portfolio while keeping its two strategic positions in City of London Investment Group and Anglo Pacific Group. The Company added exposure to four Turkish banks, after the sharp sell-off in August. Taking advantage of, in our view, overly-pessimistic sentiment and attractive valuations.
Top EM Equity Exposure (% of Book Value)
Security Name
Exposure (% of Book Value)
City of London Investment Group PLC
7.0%
Turkiye Vakiflar Bankasi TAO
2.9%
Turkiye Garanti Bankasi AS
2.6%
Petroleo Brasileiro SA
2.6%
Akbank T.A.S.
2.5%
Anglo Pacific Group PLC
1.5%
The Company believes that the medium-term global economic growth outlook will be supportive for emerging markets equities, however, the near-term impact of an escalation in trade wars, political and economic uncertainty in Italy and increased tensions in the Middle East and the Gulf will likely dampen market sentiment. From a sector perspective, the bulk of the Company's EM exposure is in Financials, followed by Energy and Basic Materials.
Equity Exposure by Sector
Financial
78.8%
Energy
13.4%
Basic Materials
7.8%
The Company's emerging markets credit book is well diversified for stable income growth. The single largest position held is in Argentina, accounting for 4.7% of book value.
Credit Exposure (% of Book Value)
Security Name
Exposure (% of Book Value)
ARGENT 7 1/8 06/28/17
4.7%
TURKEY 7 06/05/20
4.7%
WMT 4.05 06/29/48
3.9%
PETBRA 6.85 06/05/15
3.5%
EGYPT 7.903 02/21/48
3.4%
ESKOM 8.45 08/10/28
2.5%
PEMEX 4 7/8 01/18/24
2.4%
CAIXBR 7 1/4 07/23/24
1.3%
ISCTR 5 04/30/20
1.3%
UKRAIN 7 3/4 09/01/20
1.3%
Geographically, the credit portfolio is also well diversified with the largest positions concentrated in Turkey (17.4%), Argentina (14.8%) and Brazil (10.2%).
From a sector perspective, the credit exposure is largely concentrated in Government, Financials and corporations in the Energy sector.
Angola
1.4%
Argentina
14.8%
Brazil
10.2%
Chile
2.7%
Ecuador
1.2%
Egypt
7.1%
Ethiopia
1.3%
Georgia
1.4%
Ghana
1.3%
Iraq
2.6%
Kenya
1.3%
Mexico
5.1%
Nigeria
2.6%
Oman
2.5%
South Africa
7.8%
Sri Lanka
1.3%
Tunisia
2.3%
Turkey
17.4%
Ukraine
5.3%
United States
8.2%
Zambia
2.0%
Government
48.3%
Energy
16.3%
Financial
14.0%
Utilities
10.4%
Consumer Cyclical
8.2%
Industrial
1.4%
Consumer, Non-cyclical
1.3%
During the year, the Company significantly reduced its direct currency exposure. The largest long positions were held in the Mexican Peso (4.8% of book value), Ukrainian Hryvnia (4.2%) and the Indian Rupee (3.5%).
The portfolio stress tests indicate that the Company would lose 10.84% of book value for a 10% sell-off in the S&P equity index, 0.99% in value if credit spreads were to widen 10.00% but gain 0.68% in value if interest rates in the US were to increase by 1.00%.
Stress Test Scenarios (as of 31 December 2018)
Scenario
Change in % of Book Value
Equity Stress Test (S&P -10%)
-10.84%
Credit Stress Test (Credit Spreads up 10%)
-0.99%
Interest Rates Stress Test (Yields up 1%)
0.68%
Strategic Investment Portfolio
The Company has maintained its investment in City of London Investment Group ('CLIG') representing 7.0% of its overall book value. The Company believes that the positive outlook for the EM equity asset class, the prudent management and an attractive dividend yield bode well for the CLIG stock price.The Company has maintained a small stake in Anglo Pacific Group of 1.5% of book value, a London Main Market listed mining royalty company, through participation in a rights issue earlier in the year to fund a new royalty agreement with a Canadian mining company.
Direct Investment Portfolio
In December 2018, The Company invested around 1.0% of its Book Value in BARTR Holdings Limited, acquiring a 40.0% equity stake. BARTR Holdings Limited is an innovative start-up with specialist knowledge and operational experience in the wholesale telecoms market.
The Company has also acquired 100% of a group of trust and corporate service vehicles under the name Palladium Trust Services ("Palladium") for an upfront cost of £222,500, representing less than 0.4% of its Book Value. Palladium has a diverse and large client base with significant potential for increasing revenue for both the corporate services business and the Company.
The acquisition of Palladium was completed 22 February 2019.
The Company continues to evaluate various business opportunities with a focus on EM and is in advanced stages of due diligence on one other opportunity. The Company will update shareholders in due course on its progress with these potential investment opportunities.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2018
2018
2017
Note
$
$
Turnover
5
1,601,748
10,161,594
Net loss on financial assets at fair value through profit and loss
12
(18,535,478)
(2,722,395)
Administrative expenses
6
(2,361,870)
(1,786,643)
Operating (loss) / profit for the year before tax
(19,295,600)
5,652,556
Interest receivable
7
1,367,151
306,529
Interest payable
8
(2,280,049)
(499,403)
(Loss) / profit on ordinary activities before taxation
(20,208,498)
5,459,682
Tax on (loss) / profit on ordinary activities
-
-
(Loss) / profit for the financial year
(20,208,498)
5,459,682
Other comprehensive income
Foreign currency translation difference - foreign operations
2.11
-
5,737
Total comprehensive (loss) / income for the year
(20,208,498)
5,465,419
Basic and diluted earnings per share
9
(0.25889)
0.06995
The notes on pages 33 to 53 form an integral part of the Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2018
2018
2017
Note
$
$
Assets
Non-current assets
Property, plant and equipment
11
25,721
18,046
Investments
12
74,154,302
91,923,100
Total non-current assets
74,180,023
91,941,146
Current assets
Trade and other receivables
13
33,839,280
26,597,221
Cash and cash equivalents
511,871
4,005,434
Total current assets
34,351,151
30,602,655
Total assets
108,531,174
122,543,801
Current liabilities
Trade and other payables
14
(253,384)
(414,908)
Total current liabilities
(253,384)
(414,908)
Long term liabilities
3.5% Convertible Unsecured Loan Stock
15
(31,834,626)
(22,135,311)
Total long term liabilities
(31,834,626)
(22,135,311)
Net assets
76,443,164
99,993,582
Equity
Share capital
16
99,596,856
99,494,707
Equity component of 3.5% Convertible Unsecured Loan Stock
15
6,919,355
4,285,225
Other capital reserves
2.9
264,076
-
Retained earnings
(25,409,610)
1,141,163
Exchange reserve
2.11
(4,927,513)
(4,927,513)
Total equity
76,443,164
99,993,582
Net asset value per ordinary share
97.84c
128.11c
The Financial Statements on pages 29 to 53 were approved by the Board of Directors of APQ Global Limited and signed on 16 April 2019 on its behalf by:
___________________ ___________________
Bart Turtelboom Wesley Davis
Chief Executive Officer Director
The notes on pages 33 to 53 form an integral part of the Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 December 2018
Share capital
CULS equity component
Other capital reserves
Retained earnings
Exchange reserve
Total
At 1 January 2017
99,777,784
-
-
779,858
(4,927,513)
95,630,129
Comprehensive income
for the year
Profit for the year
-
-
-
5,459,682
-
5,459,682
Total comprehensive
income for the year
99,777,784
-
-
6,239,540
(4,927,513)
101,089,811
Contributions by and distributions to owners
Transaction costs of
raising equity
(283,077)
-
-
-
-
(283,077)
CULS equity component
-
4,285,225
-
-
-
4,285,225
Foreign currency translation difference - foreign operations
-
-
5,737
-
5,737
Dividends
-
-
-
(5,104,114)
-
(5,104,114)
As at 31 December 2017
99,494,707
4,285,225
-
1,141,163
(4,927,513)
99,993,582
Comprehensive income
for the year
Loss for the year
-
-
-
(20,208,498)
-
(20,208,498)
Total comprehensive
income for the year
99,494,707
4,285,225
-
(19,067,335)
(4,927,513)
79,785,084)
Contributions by and distributions to owners
CULS equity component
-
2,634,130
-
-
-
2,634,130
Share based payments
-
-
376,328
-
-
376,328
Share based payments
settled in cash
-
-
(10,103)
-
-
(10,103)
Issue of share awards
102,149
-
(102,149)
-
-
-
Dividends
-
-
-
(6,342,275)
-
(6,342,275)
As at 31 December 2018
99,596,856
6,919,355
264,076
(25,409,610)
(4,927,513)
76,443,164
The notes on pages 33 to 53 form an integral part of the Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOW For the year ended 31 December 2018
2018
2017
Note
$
$
Cash flow from operating activities
Cash generated from operations
(Loss) / profit for the financial year
(20,208,498)
5,459,682
Adjustments for non-cash income and expenses
Equity settled share-based payments
17
376,328
-
Depreciation
11
12,137
7,350
Net loss on financial assets at fair value through profit and loss
12
18,535,478
2,722,395
Changes in operating assets and liabilities
Decrease / (increase) in trade and other receivables
13
7,245
(124,664)
(Decrease) / increase in trade and other payables
14
(161,524)
270,771
Cash generated from operations
(1,438,834)
8,335,534
Interest received
7
(1,367,151)
(306,529)
Interest paid
8
2,280,049
499,403
Net cash (outflow) / inflow from operating activities
(525,936)
8,528,408
Cash flow from investing activities
Payments to acquire investments
(766,680)
-
Payments to acquire property, plant and equipment
11
(19,812)
(24,902)
Interest received
7
1,367,151
306,529
Loan to APQ Cayman Limited
13
(7,249,304)
(26,472,557)
Net cash outflow from investing activities
(6,668,645)
(26,190,930)
Cash flow from financing activities
Transaction costs of raising equity
16
-
(283,077)
Equity component of CULS
15
2,634,130
4,285,225
Issue of CULS
15
11,279,186
21,952,045
Equity dividends paid
10
(6,342,275)
(5,104,114)
Interest on CULS
8
(1,362,452)
(499,403)
Cash settled share-based payments
17
(10,103)
-
Net cash inflow from financing activities
6,198,486
20,350,676
Net (decrease) / increase in cash and cash equivalents
(996,095)
2,688,154
Cash and cash equivalents at beginning of year
4,005,434
1,128,771
Effect of exchange rate fluctuations on conversion of foreign operation
-
5,243
Exchange rate fluctuation on CULS
15
(2,497,468)
183,266
Cash and cash equivalents at end of year
511,871
4,005,434
Non-current loans and borrowings
Brought forward
22,135,311
-
Cash flows
9,950,795
21,452,642
Non cash flows
(251,480)
682,669
Closing balance
31,834,626
22,135,311
The notes on pages 33 to 53 form an integral part of the Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2018
1. Corporate information
The financial statements of APQ Global Limited (the "Group") for the year ended 31 December 2018 were authorised for issue in accordance with a resolution of the Board of Directors on 16 April 2019. The Company is incorporated as a limited company in Guernsey. The Company was incorporated on 10 May 2016 for an unlimited duration in accordance with the Companies (Guernsey) Law, 2008. The Company's registered office is at 1st Floor, Tudor House, Le Bordage, St Peter Port, Guernsey, GY1 1DB.
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets as well as earning revenue from income generating operating activities.
The Company and its subsidiaries have no investment restrictions and no maximum exposure limits will apply to any investments made by the Group, unless otherwise determined and set by the Board from time to time. No material change will be made to the Company's or subsidiaries objective or investing policy without the approval of Shareholders by ordinary resolution.
The Group's investment activities are managed by the Board.
The shares are quoted on The International Stock Exchange for informational purpose. The ordinary shares are admitted to trading on AIM.
2. Significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and applicable law. The financial statements have been prepared on a historical-cost basis, except for financial assets and financial liabilities held at fair value through profit or loss (FVTPL) that have been measured at fair value.
The principle accounting policies are set out below.
2.2 Functional and presentational currency
The Group's presentational and functional currency is US Dollars.
2.3. Standards issued but not yet effective
New and amended standards and interpretations
There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2018 that had a significant effect on the Group's financial statements. Furthermore, none of the amendments to standards that are effective from that date had a significant effect on the financial statements.
IFRS 9 has replaced IAS 39 Financial Instruments: Recognition and Measurement and became effective for accounting periods beginning on or after 1 January 2018 and has been first adopted in these financial statements. The transition adjustment is made to retained earnings on 1 January 2018, and the Group has determined that the transitional effects of the standards do not have a material impact. The adoption of IFRS 9 resulted in changes to accounting policies but no adjustment to the amounts recognised in the financial statements.
The Company has a loan receivable, repayable on demand from APQ Cayman Limited. Under IFRS 9 the intercompany loan is subject to the expected credit loss model. The Company has adopted the general approach to the credit loss model for the intercompany loan. All interest payments have been received on time and the net asset value of APQ Cayman Limited far exceeds the loan debtor. There has been no significant increases in credit risk identified and therefore 12-month stage 1 ECL is recognised. The Company considers the risk of a default event in the following 12 months to be highly unlikely and any ECL would be immaterial and as such has not been quantified or disclosed.
IFRS 15 is effective for periods beginning on or after 1 January 2018. IFRS 15 replaces IAS 18 Revenue and IAS 11 Construction Contracts. The Group has limited exposure to revenue from contracts with customers and the Group has not been required to restate its comparatives or change its methods for recognising revenue
2.3. Standards issued but not yet effective (continued)
At the date of authorisation of these financial statement, IFRS 16 "Leases" was issued but will not become effective until accounting periods beginning on or after 1 January 2019. The Group will take advantage of the transition exemptions available on the implementation of IFRS 16 and will adopt the modified retrospective approach. This will mean that the Group will not need to restate the comparatives stated in these financial statements for the year ended 31 December 2018 in the 2019 financial statements. The effect of the adoption of IFRS 16 will result in the increase of both assets and liabilities by approximately $163k and to accelerate the expense recognised within the Statement of Comprehensive Income.
IFRS 17 "Insurance contracts" was issued and will not become effective until accounting periods beginning 1 January 2021. IFRS 17 applies to all types of insurance contacts and covers recognition, measurement, presentation and disclosure. This standard is not applicable to the Group.
An amendment to IAS 8 "Accounting policies, changes in accounting estimates and errors" will become effective for accounting periods beginning on or after 1 January 2020. The introduction amendments to IAS 8 are not expected to have a material impact on the reported results and financial position of the Group.
Other accounting standards have been published and will be mandatory for the Group's accounting periods beginning on or after 1 January 2020 or later periods. The impact of these standards is not expected to be material to the reported results and financial position of the Group.
2.4 Basis of consolidation
The Directors have concluded that APQ Global Limited has all the elements of control as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to its subsidiaries and that the Company satisfies the criteria to be regarded as an investment entity. For a detailed analysis of the assessment of the criteria please refer to note 3; Significant accounting judgements, estimates and assumptions. Based on this, the subsidiary APQ Cayman Limited is therefore measured at fair value through profit or loss (FVTPL), in accordance with IFRS 13 "Fair Value Measurement" and IFRS 9 "Financial Instruments".
Notwithstanding this, IFRS 10 requires subsidiaries that provide services that relate to the investment entity's investment activities to be consolidated. The subsidiary APQ Partners LLP assists the Board with implementation of its business strategy, provides research on business opportunities in emerging markets and provides support for cash management and risk management purposes. Accordingly, the consolidated financial statements of the Group include the results of the Company and APQ Partners LLP, whilst APQ Cayman Limited is measured at FVTPL. The results of APQ Partners LLP are consolidated from the date control commences. Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing these consolidated financial statements.
2.5 Financial instruments
The Group classifies its financial assets and financial liabilities at initial recognition into the following categories, in accordance with IFRS 9 Financial Instruments.
Financial assets and liabilities at FVTPL
The investments in APQ Cayman Limited is designated at fair value through profit or loss upon initial recognition on the basis that they are part of a group of financial assets that are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Company, as set out in the Company's offering document.
In accordance with the exception under IFRS 10 Consolidated Financial Statement for an investment entity, the Company does not consolidate its investment in APQ Cayman Limited and has designated the investment as fair value through profit or loss in the financial statements. The investment in APQ Cayman Limited is subsequently measured at fair value with movements in fair value recognised as net gain/(loss) on financial assets at fair value through profit and loss in the consolidated statement of comprehensive income.
The investment in BARTR Holdings Limited is designated as fair value through profit or loss with movements in fair value recognised as net gain/(loss) on financial assets at fair value through profit and loss in the consolidated statement of comprehensive income.
The Group recognises trade debtors, accrued income and other debtors as financial assets classified as amortised cost. These assets are held in order to collect the contractual cash flows and the contractual cash flows are solely payments of principal and interests. These are classified, at initial recognition, as receivables at fair value plus transaction costs and are subsequently measured at amortised cost. The Group has adopted the simplified approach to the credit loss model for trade receivables. Further detail is disclosed in Note 13 in these financial statements.
A financial asset (or, where applicable, a part of a financial asset or a part of a group of similar financial assets) is derecognised where the rights to receive cash flows from the asset have expired, or the Group has transferred its rights to receive cash flows from the asset, or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement and either:
(a) the Group has transferred substantially all of the risks and rewards of the asset; or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its right to receive cash flows from an asset (or has entered into a pass-through arrangement), and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
The Group recognises trade creditors, other creditors, accruals and the liability component of convertible loan stock as other financial liabilities. Other financial liabilities are classified, at initial recognition, as payables at fair value net of transaction costs and are subsequently measured at amortised cost using the effective interest method. Further detail is disclosed in Note 14 and Note 15 in these financial statements.
The Group derecognises a financial liability when the obligation under the liability is discharged, cancelled or expired.
2.6 Fair value measurement
The Company measures its investments in APQ Cayman Limited and BARTR Holdings Limited at fair value at each reporting date.
For APQ Cayman Limited this is considered to be the carrying value of the net assets of APQ Cayman Limited. APQ Cayman Limited measures its underlying investments at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price (bid price for long positions and ask price for short positions), without any deduction for transaction costs.
For all other financial instruments, not traded in an active market, including BARTR Holdings Limited, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. Valuation techniques include the market approach (i.e., using recent arm's length market transactions adjusted as necessary and reference to the current market value of another instrument that is substantially the same) and the income approach (i.e., discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible).
For assets and liabilities that are measured at fair value on a recurring basis, the Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole), and deems transfers to have occurred at the beginning of each reporting period.
2.7 Foreign currency translations
Transactions during the year, including purchases and sales of securities, income and expenses, are translated at the rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Foreign currency transaction gains and losses on financial instruments classified as at FVTPL are included in profit or loss in the statement of comprehensive income as part of the 'net (loss) or gain on financial assets at fair value through profit or loss'.
For the year ended 31 December 2017, the income and expense items of APQ Partners LLP were translated into US Dollar at the average exchange rate for the period. All assets and liabilities of APQ Partners LLP were translated at exchange rates prevailing on the statement of financial position date. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity. On 1 January 2018, the functional currency of APQ Partners LLP was changed to US Dollar.
2.8 Share capital
In the event of the liquidation of the Company the Ordinary Shares entitle the holder to a pro rata share of the Company's net assets. Shares are issued net of transaction costs, which are defined as incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
2.9 Share-based payments
On 19 April 2017, and amended on 17 July 2018, the Company formalised a management share plan. The plan allows for certain members of the management to benefit from 20% of any increase in the year end book value per share for a given year (a performance period). Awards can be issued as an allocation of a specified number of shares or as an option (a right to acquired shares under the plan for nil consideration). Since any awards granted are to be settled by the issuance of equity, they are deemed to be equity settled share-based payments accounted for in accordance with IFRS 2.
2.9 Share-based payments (continued)
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, together with a corresponding increase in other capital reserves, based upon the Group's estimate of the shares that will eventually vest, which involves making assumptions about any performance and service conditions over the vesting period. The vesting period is determined by the period of time the relevant participant must remain in the Group's employment before the rights to the shares transfer unconditionally to them. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates on the number of awards it expects to vest based on service conditions.
Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.
The Group retains the right to settle the share award in cash. The transaction is accounted for as an equity settled payment and vested over the life of the award. At the point the Group elects to settle the share award in cash, or an expectation that the award will be settled in cash, the value of the portion to be settled in cash is reclassified from the share-based payment reserve to liabilities. Any difference between the value recorded in the share-based payment reserve and the value of the cash to be paid is recognised as an expense in the statement of comprehensive income.
Per the management share plan the vesting period for any awards issued can be up to 5 years and subject to certain conditions. The first awards were issued in the year with respect to the performance period ended 31 December 2017.
2.10 Retained earnings
Retained earnings consists of profit or losses for the financial year as disclosed in the Statement of Comprehensive Income less foreign currency translation differences. Dividends declared by the Board of Directors are paid are accounted for as a deduction from retained earnings.
2.11 Exchange reserve
During the previous year, the Company changed the functional and presentational currency in which it presents its financial statements from Pounds Sterling to US Dollars. A change in presentational currency is a change in accounting policy which is accounted for retrospectively. The financial information for the period ended 31 December 2016 was previously reported in Pounds Sterling and was restated in US Dollars using differing exchange rates. The retained earnings were converted using an average rate for the period they related to. Equity shares were converted using the historical date which was the date of issue of the shares. The assets and liabilities were converted at the closing exchange date at 31 December 2016. Therefore, an exchange reserve is included in the Statement of Financial Position to reflect the fact this change in presentational currency from the functional currency to 31 December 2016.
2.12 Distributions to shareholders
Dividends are at the discretion of the Company. A dividend to the Company's shareholders is accounted for as a deduction from retained earnings. An interim dividend is recognised as a liability in the period in which it is irrevocably declared by the Board of Directors. A final dividend is recognised as a liability in the period in which it is approved by the annual general meeting of shareholders.
2.13 Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and short-term deposits in banks that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less.
Short-term investments that are not held for the purpose of meeting short-term cash commitments and restricted margin accounts are not considered as 'cash and cash equivalents'.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts when applicable.
2.14 Property, plant and equipment
Property, plant and equipment is recorded at historical cost less accumulated depreciation and impairment losses.
Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost or valuation of each asset evenly over its expected useful life to estimated residual values, as follows:
Office equipment over 3 years (2017 - over 3 years)
Furniture and fixtures over 4 years (2017 - over 4 years)
Leasehold improvements over 2 years (2017 - over 2 years)
Residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at each year end.
2.15 3.5% Convertible Unsecured Loan Stock 2024
3.5% Convertible Unsecured Loan Stock 2024 ("CULS") issued by the Company is regarded as a compound instrument, comprising of a liability component and an equity component. At the date of issue, the fair value of the liability component was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 6.5%. The fair value of the equity component, representing the option to convert liability into equity, is derived from the difference between the issue proceeds of the CULS and the fair value assigned to the liability. The liability component is subsequently measured at amortised cost using the effective interest rate.
Direct expenses associated with the CULS issue are allocated to the liability and equity components in proportion to the split of the proceeds of the issue. Expenses allocated to the liability component are amortised over the life of the instrument.
The interest expense on the CULS is calculated according to the effective interest rate method by applying the assumed rate of 6.5% at initial recognition to the liability component of the instrument. The difference between this amount and the actual interest paid is added to the carrying amount of the CULS.
2.16 Interest revenue and expenses
Interest revenue and expenses are recognised in the statement of comprehensive income for all interest-bearing financial instruments using the effective interest method.
2.17 Dividend income
Dividend income is recognised on the date when the Company's right to receive the payment is established.
2.18 Net gain or loss on financial assets and liabilities at fair value through profit or loss
Net gains or losses on financial assets and liabilities at FVTPL are changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as at FVTPL and exclude interest and dividend income and expenses.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the period and from reversal of the prior period's unrealised gains and losses for financial instruments which were realised in the reporting period. Realised gains and losses on disposals of financial instruments classified as at FVTPL are calculated using the first-in, first-out (FIFO) method. They represent the difference between an instrument's initial carrying amount and disposal amount, or cash payments or receipts made on derivative contracts (excluding payments or receipts on collateral margin accounts for such instruments).
2.19 Fee expense
Fees are recognised on an accrual basis. Refer to Note 6 for details of fees and expenses paid in the period.
2.20 Taxes
The Company is taxable in Guernsey at the company standard rate of 0% (2017 - 0%).
However, in some jurisdictions, investment income is subject to withholding tax deducted at the source of the income. Withholding tax is a generic term used for the amount of withholding tax deducted at the source of the income and is not significant for the Company. The Company presents the withholding tax separately from the gross investment income in the statement of comprehensive income. For the purpose of the statement of cash flows, cash inflows from investments are presented gross of withholding taxes, when applicable.
2.21 Leases
Leases are accounted for in accordance with IAS 17 and IFRIC 4. The leases entered into by the Group are operating leases. The total payments made under operating leases are charged to other administrative expenses in the statement of comprehensive income on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements and disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Assessment as investment entity
The Company owns 100% of the shares of APQ Cayman Limited. Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit or loss rather than consolidate them, except to the extent that the subsidiary provides services that relate to the investment entity's investment activities. The criteria which define an investment entity are, as follows:
• An entity that obtains funds from one or more investors for the purpose of providing those investors with investment management services;
• An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
• An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Company's listing document details its objective of providing investment management services to investors which includes investing in equities, fixed income securities, private equity and property investments for the purpose of returns in the form of investment income and capital appreciation. This is via its subsidiary APQ Cayman Limited.
The Company reports to its investors via quarterly investor information, and to its management, via internal management reports, on a fair value basis. All investments are reported at fair value to the extent allowed by IFRS in the Company's annual reports. The Company has a clearly documented exit strategy for all of its underlying investments (i.e. those investments held by APQ Cayman Limited).
The Board has concluded that the Company meets additional characteristics of an investment entity, in that it has more than one investment; the Companies ownership interests are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related parties.
3. Significant accounting judgements, estimates and assumptions (continued)
The Board has therefore concluded that the Company meets the definition of an investment entity. These conclusions will be reassessed on an annual basis, if any of these criteria or characteristics change and therefore recognises its investment in APQ Cayman Limited at fair value through profit or loss. The Board has also concluded that since APQ Partners LLP provides services related to the Company's investment activities, this subsidiary should be consolidated.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Fair value of investments
The Directors consider that the fair value of the investment in APQ Cayman Limited should be based on the NAV of APQ Cayman Limited, please refer to note 2.6 and note 12 for further discussion regarding the fair value of investments.
The Directors consider that the fair value of the investment in BARTR Holdings Limited approximates the cost at acquisition as there has been no significant change in prevailing market conditions, or the circumstances of BARTR Holdings Limited.
Fair value of share awards
The Directors consider the fair value of the share awards issued in the year to be the equivalent of the fixed cash settlement of the transaction were the Board to choose to settle in cash rather than shares. In the event there was no fixed amount for the cash settlement the Directors would value the awards using the Black Scholes model.
To determine the expense to be recognised in the statement of comprehensive income over the vesting period the Directors must calculate the expected likelihood of the service conditions being met for the awards to vest, and only recognise the portion where this is likely to be met. This expectation is remeasured at each reporting date.
4. Segment Information
For management purposes, the Group is organised into one main operating segment, which invests in equities and credit, government and local currency bonds. All of the Group's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
The following table analyses the Group's assets by geographical location. The basis for attributing the assets are the place of listing for the securities or for non-listed securities, country of domicile.
2018
2017
Group
$
$
Cayman
107,109,483
118,395,657
United Kingdom
417,338
457,254
Guernsey
1,004,353
3,690,890
108,531,174
122,543,801
5. Analysis of turnover
2018
2017
$
$
Dividends received from APQ Cayman Limited
1,592,173
10,150,252
Rental income
9,575
11,342
1,601,748
10,161,594
6. Analysis of administrative expenses
2018
2017
$
$
Personnel expenses
342,811
380,526
Operating lease expenses
95,601
91,113
Depreciation expenses
12,137
7,350
Audit fees
95,121
78,098
Audit related services
6,846
-
Nominated advisor fees
84,025
98,761
Expenses incurred in relation to BARTR Connect Limited
70,000
-
Administration fees and expenses
64,033
116,544
Director's fees for Bart Turtelboom
100,872
118,666
Director's fees for Wayne Bulpitt
39,932
39,049
Director's fees for Richard Bray
39,932
39,049
Director's fees for Philip Soulsby
23,584
22,842
Other expenses
286,245
427,012
Professional fees
679,365
410,587
Share based payment expenses
376,328
-
Insurance
(352)
12,798
Recharge of expenses to APQ Cayman Limited
(169,483)
-
Net exchange gains
214,873
(55,752)
2,361,870
1,786,643
7. Interest receivable
2018
2017
$
$
Loan interest receivable from APQ Cayman Limited
1,367,008
306,499
Bank interest receivable
143
30
1,367,151
306,529
During 2018, the Company provided a loan of $7,249,304 (2017 - $26,472,557) to APQ Cayman Limited from the proceeds of the CULS issue. The loan is repayable on demand and the entire balance is outstanding at 31 December 2018 and is included within trade and other receivables.
In addition, the Company charged interest of $1,367,008 (2017 - $306,499) to APQ Cayman Limited for the year ended 31 December 2018. This was fully received during the year and no balance was outstanding at year end. Interest is accrued on the outstanding balance of the loan at such rate as is required to enable the Company to meet its obligations to holders of its convertible unsecured loan stock 2024 in relation to the payment of interest thereon.
8. Interest payable
2018
2017
$
$
Interest on 3.5% Convertible Unsecured Loan Stock 2024
2,280,049
499,403
2,280,049
499,403
9. Earnings Per Share
The basic and diluted earnings per shares are calculated by dividing the profit or loss by the average number of ordinary shares outstanding during the year.
2018
2017
$
$
Total comprehensive (loss) / income for the year
(20,208,498)
5,459,682
Weighted average number of shares in issue
78,057,840
78,055,000
Earnings per share
(0.25889)
0.06995
For the current year the effect of share awards vested but not yet issued is not dilutive as the effect of this dilution would be to decrease the loss per share. For the prior period there was no dilution per ordinary share.
10. Dividends
Dividends were declared in the year ended 31 December 2017 and 2018 as follows:
Ex-dividend date
Payment date
Dividend (£)
Dividend ($)
Dividend per share (£)
Dividend per share ($)
First dividend
26 January 2017
24 February 2017
390,275
491,005
0.005
0.006
Second dividend
27 April 2017
24 May 2017
1,170,825
1,514,755
0.015
0.019
Third dividend
27 July 2017
18 August 2017
1,170,825
1,543,557
0.015
0.020
Fourth dividend
26 October 2017
27 November 2017
1,170,825
1,554,797
0.015
0.020
Total 2017
3,902,750
5,104,114
0.050
0.065
First dividend
1 February 2018
2 March 2018
1,170,825
1,625,920
0.015
0.021
Second dividend
26 April 2018
25 May 2018
1,170,825
1,665,264
0.015
0.021
Third dividend
26 July 2018
24 August 2018
1,170,825
1,522,307
0.015
0.020
Fourth dividend
1 November 2018
30 November 2018
1,172,021
1,528,784
0.015
0.020
Total 2018
4,684,496
6,342,275
0.060
0.082
The stated dividend policy of the Company is to target an annualised dividend yield of 6% based on the Placing Issue Price. In addition, the Company declared a further dividend of 1.5 pence (1.90 cents) per share on 21 January 2019 in respect of the quarter ended 31 December 2018.
There is no guarantee that any dividends will be paid in respect of any financial year. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Company's businesses. There can be no guarantee that the Group will achieve the target rates of return referred to in this document or that it will not sustain any capital losses through its activities.
11. Property, plant and equipment
Office
equipment
Furniture and fixtures
Leasehold
improvements
Total
$
$
$
$
Cost
At 1 January 2018
43,042
14,519
34,588
92,149
Additions during the year
14,979
4,833
-
19,812
At 31 December 2018
58,021
19,352
34,588
111,961
Accumulated depreciation
At 1 January 2018
26,778
12,737
34,588
74,103
Charge for the year
10,898
1,239
-
12,137
At 31 December 2018
37,676
13,976
34,588
86,240
Net book value
At 31 December 2018
20,345
5,376
-
25,721
At 31 December 2017
16,264
1,782
-
18,046
12. Investments
APQ Cayman Limited
BARTR Holdings Limited
Total
$
$
$
At 1 January 2018
91,923,100
-
91,923,100
Additions
-
766,680
766,680
Fair value movement
(18,535,478)
-
(18,535,478)
73,387,622
766,680
74,154,302
APQ Cayman Limited was acquired during the prior year. APQ Global Limited wholly owns APQ Cayman Limited whose registered office of the Company is at the offices of Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. The Company meets the definition of an investment entity. Therefore, it does not consolidate APQ Cayman Limited and recognises it as an investment at fair value through profit or loss.
APQ Global Limited is the managing partner of APQ Partners LLP whose registered office is at 22-23 Old Burlington Street, London, W1S 2JJ. This subsidiary is consolidated into the group financial statements. Refer to 2.4 for further detail.
On the 19 November 2018, the Company invested $766,680 in BARTR Holdings Limited, a company incorporated in England and Wales, whose registered office is Tobias House St. Marks Court, Thornaby, Stockton-On-Tees, United Kingdom, TS17 6QW. This capital interest represents a 40% shareholding and equivalent voting rights. BARTR Holdings Limited wholly owns two subsidiaries, BARTR Connect Limited, whose registered office is Tobias House St. Marks Court, Thornaby, Stockton-
12. Investments (continued)
On-Tees, Stockton-On-Tees, United Kingdom, TS17 6QW, and BARTR Technologies Limited, whose registered office is 156 Great Charles Street Queensway, Birmingham, England, B3 3HN, the Company therefore has an indirect 40% interest in these subsidiaries.
Valuation techniques
APQ Cayman Limited has a portfolio of tradable assets and liabilities which it values at fair value using the same policies as the Company. The Company is able to redeem its holding of APQ Cayman Limited at its net asset value. Fair value of the investment in APQ Cayman Limited is therefore measured at its Net Asset Value.
The investment in BARTR Holdings Limited was completed on 19 November 2018. There have been no significant changes to the circumstances of BARTR Holdings Limited and its subsidiaries, or to wider market conditions. Its carrying value at acquisition therefore approximates its fair value.
Unlisted managed funds
The Company classifies its investments into the three levels of the fair value hierarchy based on:
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company has classified its investments in APQ Cayman Limited and BARTR Holdings Limited as level 3 because its net asset value is deemed to be an unobservable input. The most significant unobservable input used in the fair value of the investment in APQ Cayman is the NAV. The movement in the investments in the year are shown above.
The movement of investments classified under level 3 is the same as the table above.
Sensitivity
The most significant unobservable input used in the fair value is the NAV of APQ Cayman Limited. A reasonable change of 5% in the NAV will have an impact of $3,669,381 (2017 - $4,596,155) on the fair value of the investment.
Further sensitivity to underlying market movements has been noted in the 2018 review on page 10.
13. Trade and other receivables
2018
2017
$
$
Trade debtors
21,808
8,667
Loan to APQ Cayman Limited
33,721,861
26,472,557
Prepayments and accrued income
59,044
74,730
Other debtors
36,567
41,267
33,839,280
26,597,221
During the year, the Company provided a loan of $7,249,304 (2017 - $26,472,557) to APQ Cayman Limited from the proceeds of the CULS issue. The loan is repayable on demand and the entire balance is outstanding at 31 December 2018 and is included within trade and other receivables. In addition, the Company charged interest of $1,367,008 (2017 - $306,499) to APQ Cayman Limited for the year ended 31 December 2018. This was fully received during the year and no balance was outstanding at year end. Interest is accrued on the outstanding balance of the loan at such rate as is required to enable the Company to meet its obligations to holders of its convertible unsecured loan stock 2024 in relation to the payment of interest thereon.
14. Trade and other payables
2018
2017
$
$
Trade creditors
115,046
102,944
Other creditors
37,315
157,421
Accruals
101,023
154,543
253,384
414,908
15. 3.5% Convertible Unsecured Loan Stock 2024
Nominal number
of CULS
Liability
component
Equity
component
$
$
$
As at 1 January 2017
-
-
-
Issue of 3.5% Convertible Unsecured Loan Stock 2024
26,953,749
22,518,898
4,434,851
Expenses of issue
-
(759,757)
(149,626)
Amortisation of discount on issue and issue expenses
-
499,403
-
Interest paid during the year
-
(306,499)
-
Exchange differences
-
183,266
-
As at 31 December 2017
26,953,749
22,135,311
4,285,225
Issue of 3.5% Convertible Unsecured Loan Stock 2024
14,492,418
11,755,346
2,737,072
Expenses of issue
-
(442,099)
(102,942)
Amortisation of discount on issue and issue expenses
-
2,245,988
-
Interest paid during the year
-
(1,362,452)
-
Exchange differences
-
(2,497,468)
-
As at 31 December 2018
41,446,167
31,834,626
6,919,355
At an Extraordinary General Meeting held on 4 September 2017, Resolutions were passed approving the issue of 4,018 3.5 per cent. convertible unsecured loan stock 2024 ("CULS") to raise £20,090,000 before expenses. The CULS were admitted to trading on the International Securities Market, the London Stock Exchange's market for fixed income securities and dealings commenced at 8.00 a.m. on 5 September 2017.
Following Admission there were 4,018 CULS in issue. Holders of the CULS are entitled to convert their CULS into Ordinary Shares on a quarterly basis throughout the life of the CULS, commencing 31 December 2017, and all outstanding CULS will be repayable at par (plus any accrued interest) on 30 September 2024. The initial conversion price is 105.358 pence, being a 10 per cent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017. Following conversion of 80 per cent. or more of the nominal amount of the CULS originally issued, the Company will be entitled to require remaining CULS Holders to convert their outstanding CULS into Ordinary Shares after they have been given an opportunity to have their CULS redeemed.
On 22 January 2018, the Company raised a further £10,207,300 ($14,492,418) before expenses through the issue of 1,982 units of 3.5 per cent. convertible unsecured loan stock 2024 in denominations of £5,000 ($7,099) nominal each, at an issue price of £5,150 ($7,312) per unit.
16. Share Capital
The issued share capital of the Company is 78,134,735 ordinary shares of no par value listed on The International Stock Exchange and AIM.
Quantitative information about the Company's capital is provided in the statement of changes in equity and in the tables below.
The shares are entitled to dividends when declared and to payment of a proportionate share of the Companies net asset value on any approved redemption date or upon winding up of the Company.
The Company's objectives for managing capital are:
• To invest the capital in investments meeting the description, risk exposure and expected return indicated in its listing documents.
• To maintain sufficient liquidity to meet the expenses of the Company, pay dividends and to meet redemption requests as they arise.
• To maintain sufficient size to make the operation of the Company cost-efficient.
• The Board has authority to purchase up to 14.99 per cent. of the issued Ordinary Share capital of the Company. The Board intends to seek a renewal of this authority at each annual general meeting of the Company. No buy backs occurred during the period under review.
Ordinary
shares
No
£
$
As at 1 January 2017
78,055,000
76,839,621
99,777,784
Transaction costs of raising equity
-
(218,000)
(283,077)
As at 31 December 2017
78,055,000
76,621,621
99,494,707
Shares issued from share awards during the year
79,735
75,512
102,149
At 31 December 2018
78,134,735
76,697,133
99,596 856
During the year ended 31 December 2018, 79,735 shares were issued as part of the share award scheme as detailed in note 17.
17. Share awards
On 19 April 2017 (and amended 17 July 2018), the Company established a share award scheme for the employees of the Company. The scheme grants the Board the authority to allot share awards or share options with service conditions attached. Share awards or options can only be awarded for performance periods whereby the book value per share (excluding dividend transactions) exceeds the book value per share for all previous performance period ends. The maximum amount of share awards or options is determined by reference to 20% of the increased performance of the current book value per share against all previous performance periods. The Board retains the right to settle these awards in either shares or cash.
The first share awards were granted in 2018 with respect to the performance period ended 31 December 2017.
Grant date
Type of award
No. of instruments
Vesting conditions
Final vesting date
1 January 2018
Shares
584,141
Awards vest quarterly over 5 years provided the employee is still in service of the Group.
31 December 2022
Grant date
Fair value of instrument granted
Charge for awards to be settled in Equity
Charge for awards to be settled in Cash
Total charge for share based awards
pence
$
$
$
1 January 2018
128.11
366,225
10,103
376,328
Fair value for the award dated 1 January 2018 is calculated by reference to the fixed value of cash per share that the Board is at discretion to pay rather than settle the award in shares.
The unvested portion of the share awards currently granted is $372,016 (2017 - $nil)
18. Business combinations
On 3 February 2017, the Company acquired 100% of APQ Partners LLP. The following table summarises the consideration paid, the fair value of the assets acquired, liabilities at the acquisition date.
APQ Partners
LLP
$
Cash
-
Total consideration transferred
-
Recognised amounts of identifiable assets acquired, and liabilities assumed
Cash and cash equivalents
39,862
Tangible fixed assets
7,885
Trade and other receivables
134,259
Trade and other payables
(182,006)
-
19. Commitments
Operating lease commitments
At 31 December 2017, the Group had future minimum lease payments under non-cancellable operating leases in relation to rental of the Group's premises, which fall due as follows:
2018
2017
$
$
Within 1 year
89,152
94,693
Within 2 to 5 years
88,663
188,607
177,815
283,300
20. Financial risk and management objectives and policies
The Group's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Group's activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Group's continuing profitability. The Group is exposed to market risk (which includes interest rate risk, currency risk and price risk), liquidity risk, credit risk and investment holding period risk arising from the financial instruments it holds.
Interest rate risk
Whilst the bank accounts of APQ Global Limited are not interest bearing there is no exposure to interest rate risk. In addition, the CULS are at a fixed interest rate so there is no exposure to interest rate risk.
Currency risk
The Group's functional and reporting currency is denominated in US Dollars. The Group's Ordinary Shares are denominated in Sterling. Through its activities in emerging markets the Group will have underlying exposure to a range of emerging market currencies. Accordingly, the Group's earnings may be affected favourably or unfavourably by fluctuations in currency rates. The impact of an overall increase/decrease in the NAV of APQ Cayman Limited is disclosed on page 45. The Board may engage in the future in currency hedging in seeking to mitigate foreign exchange risk although there can be no guarantees or assurances that the Group will successfully hedge against such risks.
The Group hold assets and liabilities in Pounds Sterling at year end. The following table detail the Group's assets and liabilities and the currency exposure to Pounds Sterling to the Group:
2018
2017
$
$
Cash and cash equivalents
446,377
4,005,286
Trade debtors
21,808
8,667
Loan to APQ Cayman Limited
33,721,861
26,472,557
Accrued income
764
812
Other debtors
36,567
41,206
Trade creditors
(115,046)
(102,944)
Other creditors
(37,315)
(157,421)
Accruals
(101,023)
(154,543)
CULS
(31,834,626)
(22,135,311)
2,139,367
7,978,309
A reasonable change of 5% in the Group's Pounds Sterling net assets will have an impact of $106,968 (2017 - $398,915) on the value of the net assets. This level of change is considered to be reasonable based on observations of current conditions.
Liquidity risk
Liquidity risk is the risk that the Group and the Company may not be able to meet a demand for cash or fund an obligation when due. The Board continuously monitor forecast and actual cash flows from operating, financing and investing activities to consider payment of dividends, repayment of the Group's outstanding debt or further investing activities.
20. Financial risk and management objectives and policies (continued)
The Group may employ borrowings in connection with its business activities. Prospective investors should be aware that in the event that the Group's income falls for whatever reason, the use of borrowings will increase the impact of such a fall on the net revenue of the Group. The Group will pay interest on any borrowing it incurs. As such, the Group is exposed to interest rate risk due to fluctuations in the prevailing market rates. Interest rate movements may affect the level of income receivable by the Group and the interest payable on the Group's variable rate borrowings.
The following table details the Group's expected maturity for its financial liabilities together with the contractual undiscounted cash flow amounts:
31 December 2018
Less than 1 year
1 - 5 years
5 + years
Total
$
$
$
$
Liabilities
Trade creditors
(115,046)
-
-
(115,046)
Other creditors
(37,315)
-
-
(37,315)
Accruals
(101,023)
-
-
(101,023)
CULS
-
-
(45,933,169)
(45,933,169)
(253,384)
-
(45,933,169)
(46,186,553)
31 December 2017
Less than 1 year
1 - 5 years
5 + years
Total
$
$
$
$
Liabilities
Trade creditors
(102,944)
-
-
(102,944)
Other creditors
(157,421)
-
-
(157,421)
Accruals
(154,543)
-
-
(154,543)
CULS
-
-
(33,528,551)
(33,528,551)
(414,908
-
(33,528,551)
(33,943,459)
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge an obligation. The Group generate its returns through its investment in APQ Cayman Ltd and is thus exposed to the risk of credit-related losses primarily through that investment. This is a specific investment policy of the Group. The risk of default from the investment is considered minimal because the Group is able to redeem its investment in APQ Cayman Limited at any time. The underlying assets within APQ Cayman Limited are readily tradable and thus liquid.
The Group banks with NatWest, HSBC and Barclays. As per Fitch ratings, NatWest has a credit rating of A+, HSBC has a credit rating of AA- and Barclays has a credit rating of A+.
The Group's maximum exposure to credit risk in relation to the financial assets is the carrying amount as disclosed in the statement of financial position.
The Group is also exposed to the following risks through its investment in APQ Cayman Limited ("Cayman").
• Cayman has investment exposure to emerging markets, which are subject to certain risks and special considerations that are not typically associated with more developed markets and economies.
• Cayman invests in derivative instruments which can be highly volatile and may be difficult to value and/or liquidate.
• Cayman seeks exposure to emerging markets through the use of structured products which carry additional credit risks, are inherently difficult to value, illiquid and subject to counterparty risk on maturity.
• Cayman is subject to the risk of the inability of any counterparty to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. Where Cayman utilises derivative instruments, it is likely to take credit risk with regard to such counterparties and bear the risk of settlement default.
• Cayman is subject to custody risk in the event of the insolvency of the custodian or any sub-custodians.
The Group intentionally exposes itself to these risks as part of its operations. These risks are managed on an ongoing basis by performance reviews of the underlying portfolio on a quarterly basis by the Board of the Group.
21. Capital Management
The Group can raise new capital which may be implemented through the issue of a convertible debt instrument or such other form of equity or debt as may be appropriate. It also has a buy-back authority subject to a maximum buy-back of 14.99 per cent of the issued Ordinary Shares.
The Group's objectives for managing capital are:
• To invest the capital into investments through its subsidiary, APQ Cayman Limited.
• To maintain sufficient liquidity to meet the expenses of the Group and pay dividends.
• To maintain sufficient size to make the operation of the Group cost-effective.
The Group may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Articles or elsewhere on the amount of borrowings that the Group may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Group and will review the position on a regular basis.
The Group's capital comprises:
2018
2017
$
$
Share capital
99,596,856
99,494,707
Equity component of 3.5% Convertible Unsecured Loan Stock 2024
6,919,355
4,285,225
Other capital reserves
264,076
-
Retained earnings
(25,409,610)
1,141,163
Exchange reserve
(4,927,513)
(4,927,513)
Total shareholders' funds
76,443,164
99,993,582
22. Related party transactions
Richard Bray was a director of the Company and its wholly owned subsidiary, APQ Cayman Limited, as well as being a director of Active Management Services Limited which is part of the Active Group as is Active Services (Guernsey) Limited.
Wayne Bulpitt founded the Active Group; he is also a shareholder of the Company.
Bart Turtelboom founded APQ Partners LLP and is also a director of APQ Cayman Limited as well as the largest shareholder of the Company.
22. Related party transactions (continued)
The Directors are remunerated from the Company in the form of fees, payable monthly in arrears. Bart Turtelboom was entitled to an annual salary of £120,000 as Chief Executive Officer of the Company. From 1 April 2018 this was split between the Company and APQ Cayman Limited.
APQ Global Limited - Remuneration
$
APQ Global Limited - Share based remuneration
$
APQ Cayman Limited - Remuneration
$
Total
$
2018
2017
2017
2018
2017
2018
2017
Bart Turtelboom
Chief Executive Officer
100,872
118,666
-
58,855
-
460,789
118,666
Wayne Bulpitt
Non-Executive Chairman
39,932
39,049
-
-
-
39,932
39,049
Richard Bray
Executive Director
39,932
39,049
-
5,000
5,000
44,932
44,049
Philip Soulsby
Non-Executive Director
23,584
22,842
-
-
-
23,584
22,842
204,320
219,606
-
63,855
5,000
569,237
224,606
APQ Global Limited has incurred $64,033 (2017 - $116,544) of fees and expenses to Active Services (Guernsey) Limited as administrator of the Company. As at 31 December 2018, APQ Global Limited owed $11,261 (2017 - $26,387) to Active Services (Guernsey) Limited.
APQ Global Limited has supported APQ Cayman Limited by paying directors fees of $822 (2017 - $5,000) during the year to Richard Bray as he was a director of both entities. Richard Bray has resigned post year end.
As described in the Listing Document, and under the terms of the Services Agreement, APQ Partners LLP assist the Board and the Group's management based in Guernsey with the implementation of its business strategy, provide research on business opportunities in emerging markets and provide support for cash management and risk management purposes. APQ Partners LLP are entitled to the reimbursement of expenses properly incurred on behalf of APQ Global Limited in connection with the provision of its services pursuant to the agreement. APQ Partners LLP has recharged expenses of $417,959 (2017 - $953,588) to APQ Global Limited during the year. As at 31 December 2018, APQ Global Limited were owed $229,391 (2017 - $134,463) from APQ Partners LLP. In the current and prior year amounts have been eliminated on consolidation.
During the year, APQ Global Limited provided a loan of $7,249,304 (2017 - $26,472,557) to APQ Cayman Limited from the proceeds of the CULS issue. The balance outstanding as at 31 December 2018 is $33,721,861 (2017 - $26,472,557) and is included within trade and other receivables. In addition, APQ Global Limited charged interest of $1,367,008 (2017 - $306,499) to APQ Cayman Limited for the year ended 31 December 2018. This was fully received during the year and no balance was outstanding at year end (2017 - no balance outstanding). Additionally, APQ Global Limited recharged expenses to APQ Cayman Limited of $169,483 (2017 - $nil) during the year.
During the year, APQ Global Limited provided $70,000 (2017 - $nil) to BARTR Connect Limited in the context of an investment in BARTR Holdings Limited, an entity over which the Company has significant influence. At 31 December 2018, $nil (2017 - $nil) was due to BARTR Connect Limited (See Note 11).
23. Events after the reporting period
On 10 January 2019, the Company incorporated a wholly owned subsidiary APQ Corporate Services Limited for the purpose of acting as a holding company for new investments.
On 21 December 2018, the Company entered into an agreement to purchase 100% of the following 5 entities; Palladium Trust Services, a Company incorporated in England and Wales, Palladium Trust
23. Events after the reporting period (continued)
Company (NZ) Limited, a company incorporated and domiciled in New Zealand, Palladium Corporate Service (Singapore) Pte Limited, a company incorporated and domiciled in Singapore, Pallidum Finance Group Limited (Seychelles), a company incorporated and domiciled in the Seychelles and Palladium Trust Company (BVI) Limited, a company incorporated and domiciled in the British Virgin Islands. The completion of this purchase was finalised on 22 February 2019. The total consideration of the purchase agreement was £222,500.
After the year end, a further dividend of 1.5 pence (1.90 cents) per share was declared on 21 January 2019 and was paid on 1 March 2019 in relation to the quarter ended 31 December 2018.
24. Availability of the report and accounts
Copies of the Company's report and accounts for the year to 31 December 2018 will be posted to shareholders later today. Copies will also be available to download from the Company's website at https://www.apqglobal.com/investors/reports-presentations/.
END
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDFR DMGZVNVLGLZM
Recent news on APQ Global
See all newsREG - APQ Global Limited - Trading Update
AnnouncementREG - APQ Global Limited - Book Value Report
AnnouncementREG - APQ Global Limited - Book Value Report
AnnouncementREG - APQ Global Limited - Book Value Report
AnnouncementREG - APQ Global Limited - Book Value Report
Announcement