REG - APQ Global Limited - Interim Results for the Period to 30 June 2017 <Origin Href="QuoteRef">APQ.L</Origin> - Part 2
26/09/2017 11:25
- Part 2: For the preceding part double click ID:nRSZ8477Ra
for revenue arising from contracts with customers. Under IFRS 15, revenue is
recognised at an amount that reflects the consideration to which an entity
expects to be entitled in exchange for transferring goods or services to a
customer. The standard is not expected to have any impact on the Company.
IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses - Amendments
to IAS 12
The amendments clarify that an entity needs to consider whether tax law
restricts the sources of taxable profits against which it may make deductions
on the reversal of that deductible temporary difference.
These amendments are effective for annual periods beginning on or after 1
January 2017 with early application permitted. If an entity applies the
amendments for an earlier period, it must disclose that fact. These amendments
are not expected to have any impact on the Company.
IFRS 2 Classification and Measurement of Share-based Payment Transactions -
Amendments to IFRS 2
The IASB issued amendments to IFRS 2 Share-based Payment that addresses three
main areas: the effects of vesting conditions on the measurement of a
cash-settled share-based payment transaction; the classification of a
share-based payment transaction with net settlement features for withholding
tax obligations; and accounting where a modification to the terms and
conditions of a share-based payment transaction changes its classification
from cash settled to equity settled.
On adoption, entities are required to apply the amendments without restating
prior periods, but retrospective application is permitted if elected for all
three amendments and other criteria are satisfied. The amendments are
effective for annual periods beginning on or after 1 January 2018, with early
application permitted. The Company is assessing the potential effect of the
amendments on its consolidated financial statements.
5. Segment Information
For management purposes, the company is organised into one main operating
segment, which invests in equity securities. All of the Company's activities
are interrelated, and each activity is dependent on the others. Accordingly,
all significant operating decisions are based upon analysis of the Company as
one segment. The financial results from this segment are equivalent to the
financial statements of the company as a whole.
The following table analyses the Company'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.
Period ended
30 June 2017
GBP
Cayman 76,235,464
United Kingdom 45,672
Guernsey 185,732
Total 76,466,868
6. Financial Assets and Financial Liabilities at Fair Value Through Profit or
Loss
Fair Value
GBP
INVESTMENTS
APQ Cayman Limited
Opening balance 76,595,715
Acquisitions -
Fair value movement (360,251)
76,235,464
APQ Partners LLP
Opening balance -
Acquisitions -
Fair value movement 45,056
45,056
The Company meets the definition of an investment entity. Therefore, it does
not consolidate its subsidiary but, rather, recognises it as an investment at
fair value through profit or loss.
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.
APQ Partners LLP main assets are cash and trade receivables. As the Company
is the Managing Partner of APQ Partners LLP, it is able to control of the
assets and liabilities of the partnership. APQ Partners LLP is also therefore
measured at its Net Asset Value.
Unlisted managed funds
The Company classifies its investments into the three levels of the fair value
hierarchy based on:
- Quoted prices in active markets for identical assets or liabilities
(Level 1)
- 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) (Level 2)
- Those with inputs for the asset or liability that are not based on
observable market data (unobservable inputs) (Level 3)
The Company has classified its investment in subsidiaries as level 3 because
its net asset value is deemed to be an unobservable input. The movement in the
investment is shown above.
The movement of investments classified under level 3 is the same as the table
above.
Note sensitivity
The most significant unobservable input used in the fair value is the NAV of
the underlying investments. A reasonable change of 5% in the NAV will have an
impact of £3,829,785 on the results of the Company.
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.
APQ Global Limited has supported APQ Cayman Limited by paying directors fees
of £2,044.16 to Richard Bray as he is a director of both entities.
GBP
7. Expenses
APQ Partners LLP Operating Expenses Paid 657,169
Salaries 20,000
Audit fee 30,000
Administration fees and expenses 46,228
Director's fees (Wayne Bulpitt) 15,000
Director's fees (Richard Bray) 15,000
Director's fees (Philip Soulsby) 8,726
Other expenses 4,480
Professional fees 129,454
Realised fx loss 268
Insurance expenses 5,098
931,422
8. Share Capital
The issued share capital of the Company is 78,055,000 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 GBP
As at 31 December 2016 78,055,000 76,839,621
Repurchase and cancellation of own shares - -
Issue of shares - -
As at 30 June 2017 78,055,000 76,839,621
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
period.
Profit for the period 524,208
Average number of shares in issue during the period 78,055,000
Earnings per share 0.00672
10. Dividends paid
Ex-dividend date Payment date Dividend Dividend per Share
First dividend 26 January 2017 27 February 2017 £390,275.00 £0.005
Second dividend 27 April 2017 24 May 2017 £1,170,825.00 £0.015
The stated dividend policy of the Company is to target an annualised dividend
yield of 6% based on the Placing issue Price. The latest dividend payment of
£0.015 after the first full operating quarter of the Company is on target with
the stated policy.
There is no guarantee that any dividends will be paid in respect of any
financial year or period. 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. Financial risk and management objectives and policies continued
The Company 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
Company.
12. Capital Management
The Company 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 Company'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
Company and pay dividends.
• To maintain sufficient size to make the operation of the
Company cost-effective.
The Company 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 Company may incur, the Directors will adopt a
prudent borrowing policy and oversee the level and term of any borrowings of
the Company and will review the position on a regular basis.
13. Other payables
All of the Company's liabilities fall due within three months at 30 June
2017.
As at 30 June 2017
GBP
Liabilities
Audit Fees Payable 89,000
Salaries 20,000
Capita Prof. Services Payable 2,824
Director's Fees Payable (Wayne Bulpitt) 2,500
Director's Fees Payable (Richard Bray) 2,500
Director's Fees Payable (Philip Soulsby) 1,438
Listing Fees Payable 978
119,240
14. Accounting period
The accounting period is from 1 January 2017 to 30 June 2017.
15. Related party transactions
Richard Bray is also a director of the 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 majority shareholder of the Company.
The directors are remunerated in the form of fees, payable monthly in arrears.
Bart Turtelboom agreed to waive his entitlement to director's fees however
with effect from 1 April 2017 Bart Turtelboom will received an annual salary
of £120,000 as Chief Executive Officer of the Company.
Period ended
30 June 2017
GBP
Bart Turtelboom Chief Executive Officer 20,000
Wayne Bulpitt Non-Executive Chairman 15,000
Richard Bray Executive Director 15,000
Philip Soulsby Non-Executive Director 8,726
58,726
APQ Global Limited has paid £46,227.50 fees and expenses to Active Services
(Guernsey) Limited as administrator of the Company.
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
Global Limited has funded £657,168.64 of the expenses incurred by APQ Partners
LLP.
16. Events after the reporting period
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 £20.09 million 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.
This information is provided by RNS
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