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REG - APQ Global Limited - Interim results for six months ended 30 June 2022

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RNS Number : 0433B  APQ Global Limited  29 September 2022

APQ Global Limited

("APQ Global" or the "Company")

Interim results for the period from 1 January 2022 to 30 June 2022

HIGHLIGHTS

For the six months ended 30 June 2022

 

Financial highlights

 

Book Value at 30 June 2022 was $12.53m, a decrease of $11.06m from $23.59m
since the start of the period. The term "book value" herein includes the
assets of APQ Global Limited and its subsidiaries net of any liabilities. The
results include the net assets of the Company and its subsidiaries, presented
in US dollars.

 

Book Value per share in the period decreased by 14.1 cents from 30.07 to 15.97
cents.

 

Loss per share for the period was -$0.14117 (loss for six months ended 30 June
2021: -$0.06001).

 

The meaningful decline in book value was driven by the risk-off mood in global
markets. The liquid equity market positioning was unchanged at the end of
June, however equities and bonds suffered from material price declines. The
private investments are unaffected by the market volatility and continue to
perform well in line with management expectations.

 

No dividends were paid in the 6 months period ended 30 June 2022 (6 months
ended 30 June 2021: none).

 

There have been further AIM market trades since 30 June 2022, details of these
can be found on the London Stock Exchange website by following the link below.
Monthly book values are also made available as they fall due.

 

http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GG00BZ6VP173GGGBXASQ1.html

 

 

For further enquiries, please contact:

 

APQ Global Limited

Bart Turtelboom - Chief Executive Officer

 

020 3478 9708

 

Singer Capital Markets Advisory LLP - Nominated Adviser and Broker

James Maxwell / Justin McKeegan/ Oliver Platts

 

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 an investment company incorporated in Guernsey.
The Company focuses its investment activities globally (in Asia, Latin
America, Eastern Europe, the Middle East, Africa and the Channel Islands,
particularly).

 

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 as well as earning revenue from income generating
operating activities in capital markets 1  (#_ftn1) . 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

 

 

Business highlights

 

Shortly after the 6-month period ended 30 June 2022 APQ received MFSA approval
for the 100% share purchase and acquisition of WDM Advisory Limited and WDM
Trustees Limited, both to be renamed Promethean respectively. These 2
businesses are an addition to the existing corporate service providers within
the APQ Group. APQ is continuing to review the market for strategic
investments which would provide further synergies with the current investment
portfolio.

 

There have been no changes to the board composition, or any key market
advisors and no changes are expected to be made at this stage.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

 

We confirm that to the best of our knowledge:

 

·      the condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by the EU and
gives a true and fair view of the assets, liabilities, financial position and
profit of the group as required by DTR 4.2.4R;

 

·      the half yearly report includes a fair review of the information
required by:

 

o  DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication
of important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements;
and a description of the principal risks and uncertainties for the remaining
six months of the year; and

 

o  DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period.

 

For and on behalf of the Board

 

 

 

Wayne Bulpitt

Chairman, APQ Global Limited

Date:   28 September 2022

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended 30 June 2022

 

 

                                                                            For the six months ended      For the six months ended

                                                                            30 June 2022                  30 June 2021

                                                                     Note
                                                                            $                             $

 Turnover                                                            4      5,519,712                     3,184,587

 Net loss on financial assets at fair value through profit and loss  13     (16,679,054)                  (4,118,423)

 Administrative expenses                                             5      1,310,886                     (2,400,408)

 Operating loss for the period before tax                                   (9,848,456)                   (3,334,244)

 Interest receivable                                                 8      7,100                         6,202

 Finance costs                                                       9      (1,227,892)                   (1,375,415)

 Loss on ordinary activities before taxation                                (11,069,248)                  (4,703,457)

 Tax on loss on ordinary activities                                         -                             -

 Loss on ordinary activities before taxation                                (11,069,248)                  (4,703,457)

 Other comprehensive income                                                 -                             -

 Total comprehensive loss for the period                                    (11,069,248)                  (4,703,457)

 Basic and diluted earnings per share                                10     -0.14117                      (0.06001)

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)----

As at 30 June 2022

                                                                  30 June           31 December 2021

                                                                  2022
                                                            Note  $                 $
 Assets
 Non-current assets
 Property, plant and equipment                              12    34,791            34,168
 Right of use assets                                        21    40,093            80,187
 Investments                                                13    44,454,997        59,734,052
 Total non-current assets                                         44,529,881        59,848,407

 Current assets
 Trade and other receivables                                14    411,289           940,428
 Cash and cash equivalents                                        1,784,151         670,644
 Total current assets                                             2,195,440         1,611,072

 Total assets                                                     46,725,321        61,459,479

 Current liabilities
 Trade and other payables                                   15    (477,694)         (840,406)
 Total current liabilities                                        (477,694)         (840,406)

 Long term liabilities
 3.5% Convertible Unsecured Loan Stock                      16    (33,715,582)      (37,025,083)
 Total long-term liabilities                                      (33,715,582)      (37,025,083)

 Net assets                                                       12,532,045        25,593,990

 Equity
 Share capital                                              18    100,073,549       100,005,450
 Equity component of 3.5% Convertible Unsecured Loan Stock  16    6,919,355         6,919,355
 Other capital reserves                                     19    106,535           167,331
 Retained earnings                                                (89,639,881)      (78,570,633)
 Exchange reserve                                                 (4,927,513)       (4,927,513)

 Total equity                                                     12,532,045        23,593,990

 Net asset value per ordinary share                               15.97             30.07

 

 

The Financial Statements were approved by the Board of Directors of APQ Global
Limited and signed on     28 September 2022 on its behalf by:

 

 ___________________
 ___________________

Bart Turtelboom
                                 Philip
Soulsby

Chief Executive Officer
Director

 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

For the six months ended 30 June 2022

                                               Share capital                                                                           Share warrants                     Retained earnings  Exchange reserve  Total

                                                              CULS equity component   Convertible preference shares equity component                   Other

                                               $                                                                                       $               capital reserves   $                  $                 $

                                                              $                       $

                                                                                                                                                       $
 At 1 January 2021                             99,869,252     6,919,355               100,813                                          107,702         259,460            (71,085,642)       (4,927,513)       31,243,427

 Comprehensive income

 for the period
 Loss for the period                           -              -                       -                                                -               -                  (4,703,457)        -                 (4,703,457)

 Total comprehensive                           -                                      -                                                -               -                  (4,703,457)        -                 (4,703,457)

 income for the period                                        -

 Contributions by and distributions to owners
 Share based payments                          -              -                       -                                                -               34,130             -                  -                 34,130
 Share based payments settled in cash          -              -                       -                                                -               (6,736)            -                  -                 (6,736)
 Issue of share awards                         68,099         -                       -                                                -               (68,099)           -                  -                 -

 As at 30 June 2021                            99,937,351     6,919,355               100,813                                          107,702         218,755            (75,789,099)       (4,927,513)       26,567,364

 

 

 

 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (continued)

For the six months ended 30 June 2022

                                               Share capital                                                                           Share warrants                     Retained earnings  Exchange reserve  Total

                                                              CULS equity component   Convertible preference shares equity component                   Other

                                               $                                                                                       $               capital reserves   $                  $                 $

                                                              $                       $

                                                                                                                                                       $
 At 1 January 2022                             100,005,450    6,919,355               -                                                -               167,331            (78,570,633)       (4,927,513)       23,593,990

 Comprehensive income

 for the period
 Loss for the period                           -              -                       -                                                -               -                  (11,069,248)       -                 (11,069,248)

 Total comprehensive                           -                                      -                                                -               -                  (11,069,248)       -                 (11,069,248)

 income for the period                                        -

 Contributions by and distributions to owners
 Share based payments                          -              -                       -                                                -               14,039             -                  -                 34,130
 Share based payments settled in cash          -              -                       -                                                -               (6,736)            -                  -                 (6,736)
 Issue of share awards                         68,099         -                       -                                                -               (68,099)           -                  -                 -

 As at 30 June 2022                            100,073,549    6,919,355               -                                                -               106,535            (89,639,881)       (4,927,513)       12,532,045

 

 

 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

For the six months ended 30 June 2022

                                                                           For the six months ended      For the six months ended

                                                                           30 June 2022                  30 June 2021
 Cash flow from operating activities                                 Note  $                             $

 Cash generated from operations
 Loss for the financial period                                             (11,069,248)                  (4,703,457)
 Adjustments for non-cash income and expenses
 Equity settled share-based payments                                 19    14,039                        34,130
 Depreciation tangible fixed assets                                  12    8,405                         4,633
 Depreciation right of use assets                                          40,094                        40,094
 Net loss on financial assets at fair value through profit and loss  13    16,679,054                    4,118,423
 Exchange rate fluctuations                                                (3,811,117)                   374,919
 Changes in operating assets and liabilities
 Increase in trade and other receivables                             14    (31,628)                      (80,540)
 Decrease in trade and other payables                                15    (187,107)                     (28,202)
 Decrease in receivables from group undertakings                     14    560,767                       292,468
 (Decrease)/increase in payables from group undertakings             15    (129,876)                     19,140
 Cash generated from operations                                            2,073,383                     71,608

 Interest receivable                                                 8     (7,100)                       (6,202)
 Finance costs                                                       9     1,227,892                     1,375,415

 Net cash inflow from operating activities                                 2,744,176                     1,440,821

 Cash flow from investing activities
 Payments to acquire investments                                     13    (1,400,000)                   (449,145)
 Payments to acquire property, plant and equipment                   12    (9,028)                       (11,081)
 Interest received                                                   8     7,100                         6,202

 Net cash outflow from investing activities                                (1,401,928)                   (454,024)

 Cash flow from financing activities
 Equity dividends paid                                               11    -                             -
 Preference share dividends paid                                     9     -                             (80,400)
 Interest on CULS                                                    16    (669,427)                     (729,107)
 Cash settled share-based payments                                   19    (6,736)                       (6,736)
 Payments for lease rental                                           21    (55,395)                      (44,213)

 Net cash outflow from financing activities                                (731,558)                     (860,456)

 Net increase / (decrease) in cash and cash equivalents                    1,160,689                     126,341

 Cash and cash equivalents at beginning of period                          670,644                       509,928

 Exchange rate fluctuations on cash and cash equivalents                   (47,182)                      10,152

 Cash and cash equivalents at end of period                                1,784,151                     646,421

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (CONTINUED)

For the six months ended 30 June 2022

 

                                                                     For the six months ended      For the six months ended

                                                                     30 June 2022                  30 June 2021
                                                                     $                             $
 Reconciliation of cash flows to debt
 Brought forward                                                     37,108,863                    37,734,253
 Cash flows used in servicing interest payments of CULS              (669,427)                     (729,107)
 Cash flows used in principal payments of lease liabilities          (55,395)                      (44,213)
 Non cash flows - amortisation of discount on CULS issue             1,225,319                     1,288,720
 Non cash flows - amortisation of discount on lease liabilities      2,573                         6,295
 Exchange differences                                                (3,858,300)                   382,245
 Closing balance                                                     33,753,633                    38,638,193

 Net debt comprises the following:
 Convertible Unsecured Loan Stock 2024                               33,715,582                    37,166,854
 6% convertible preference shares                                    -                             1,347,099
 Lease liabilities                                                   38,051                        124,240
                                                                     33,753,633                    38,638,193

 

 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

 

1. Corporate information

 

The interim consolidated financial statements of APQ Global Limited (the
"Group") for the six months ended 30 June 2022 were authorised for issue in
accordance with a resolution of the Board of Directors on 29 September 2022.
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 PO Box
142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.

 

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 2  (#_ftn2) .

 

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
purposes. The ordinary shares are admitted to trading on AIM.

 

2. Significant accounting policies

 

2.1 Basis of preparation

 

These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2021 Annual Report.

 

Taking account of the financial resources available to the Company, the
directors believe that the Company is well placed to manage its business risks
successfully despite the current uncertain economic outlook. After making
enquiries the directors have a reasonable expectation that the Company has
adequate resources for the foreseeable future, a period of not less than
twelve months from the date of this report. Accordingly, they continue to
adopt the going concern basis in preparing the condensed financial statements.

 

2.2 Basis of accounting

 

APQ Global Limited has applied the same accounting policies and methods of
computation in its interim consolidated financial statements as in its 2021
annual financial statements.

 

2.3 Functional and presentational currency

 

The Company's presentational and functional currency is US Dollars.

 

2.4 Fair value measurement

 

The Company measures its investments in APQ Cayman Limited, APQ Corporate
Services Limited, APQ Knowledge 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.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

 

2. Significant accounting policies (continued)

 

2.4 Fair value measurement (continued)

 

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 assets, not traded in an active market, including APQ
Corporate Services Limited, APQ Knowledge Limited and BARTR Holdings Limited,
the fair value is determined by using valuation techniques deemed to be
appropriate in the circumstances. These have been determined in accordance
with the International Private Equity and Venture Capital Valuation (IPEV)
Guidelines. These guidelines require the valuer to make judgements with
regards to the most appropriate valuation method to be used and the results
and inputs used to determine these valuations. Valuation methods that may be
used include:

 

·      The income approach - valuation through discounted cash flow
forecast of future cash flows or earnings, using appropriate discount rates.

·      The market approach - valuation by comparing the asset being
valued to comparable assets for which price information is readily available.
This price information can be in the form of transactions that have occurred
or market information on companies operating in a similar industry.

·      The cost approach - valuation based on the cost of reproducing or
replacing the asset being valued.

 

The use of these guidelines requires management to make judgements in relation
to the inputs utilised in preparing these valuations. These include but are
not limited to:

 

·      Determination of appropriate comparable assets and benchmarks;
and

·      Adjustments required to existing market data to make it more
comparable to the asset being valued.

 

The use of these guidelines additionally requires management to make
significant estimates in relation to the inputs utilised in preparing these
valuations. These include but are not limited to:

 

·      Future cash flow expectations deriving from these assets; and

·      Appropriate discount factors to be used in determining the
discounted future cash flows.

 

Where an assets fair value cannot be determined the Company measures these
assets at a valuation of $nil. 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.

 

2.5 6% Convertible preference shares

 

APQ Capital Services Limited, a subsidiary of the Company, issued 6%
convertible preference shares ("CPS"). The CPS contain a perpetual 6% dividend
rate and a conversion option for ordinary shares of APQ Global Limited. On
initial issue the CPS were recognised as a liability comprising a liability
held at amortised cost and a derivative conversion option held at fair value
through profit and loss.

 

At the date of issue, the fair value of the liability component held at
amortised cost was estimated by assuming that an equivalent non-convertible
obligation of the Company would have a coupon rate of 7.9%. The fair value of
the derivative component, containing a variable conversion rate, is derived
from the difference between the value of the consideration determined for the
acquisition of Parish Group Limited and the fair value assigned to the
liability held at amortised cost.

 

The terms of the CPS were amended on the 30 June 2020, to amend the conversion
option to a fixed ratio of CPS to ordinary shares. Subsequent to this
amendment to the CPS are regarded as a compound instrument, comprising of a
liability component and an equity component.  Due to the significant change
in the terms of the CPS the initial instrument was derecognised and then
recognised at the new fair value. Any gain/loss on the derecognition of the
liability is recognised in the statement of comprehensive income.

 

On amendment, 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 11.9%. The fair value of the equity component was
determined in based on the present value of the average gain on conversion
based on a range of simulated share prices.

 

The dividends on the convertible preference shares are taken to the statement
of comprehensive income as finance costs.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

 

2. Significant accounting policies (continued)

 

2.6 Share warrants

 

Share warrants issued are measured at fair value at the date of issue using
the Black-Scholes pricing model, which incorporates certain input assumptions
including the warrant price, risk-free interest rate, expected warrant life
and expected share price volatility. The fair value is included as a component
of equity and is transferred from the share warrant equity reserve to share
capital on exercise. If the warrants expire then the fair value is transferred
from the share warrant equity reserve to retained earnings.

 

3. 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.

                     30 June         30 June

                      2022            2021
  Group              $               $

 Cayman              28,971,027      49,687,720
 United Kingdom      480,794         497,397
 Guernsey            15,092,820      11,979,620
 Europe              2,180,678       3,501,488

                     46,725,319      65,666,225

 

4. Analysis of turnover

                                                 For the six months ended      For the six months ended

                                                 30 June 2022                  30 June 2021
                                                 $                             $

 Dividends received from APQ Cayman Limited      5,519,712                     3,087,885
 Dividends received from APQ Knowledge           -                             96,702

                                                 5,519,712                     3,184,587

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 
 

5. Analysis of administrative expenses

 

                                                     For the six months ended      For the six months ended

                                                     30 June 2022                  30 June 2021
                                                     $                             $

 Personnel expenses                                  420,954                       522,525
 Depreciation of tangible fixed assets expenses      8,405                         4,633
 Depreciation of right of use assets                 40,094                        40,661
 Payments on short term leases                       61,556                        -
 Audit fees                                          78,205                        85,489
 Nominated advisor fees                              -                             34,364
 Administration fees and expenses                    107,651                       87,436
 Director's remuneration                             115,180                       84,668
 Other expenses                                      232,732                       98,691
 Professional fees                                   1,564,016                     1,262,868
 Share based payment expenses                        14,039                        34,130
 Insurance                                           8,988                         5,586
 Recharge of expenses to APQ Cayman Limited          (180,577)                     (242,529)
 Net exchange (gains)/losses                         (3,782,129)                   381,886

                                                     (1,310,886)                   2,400,408

 

6. Directors' remuneration

 

                                                                            For the six months ended      For the six months ended

                                                                            30 June 2022                  30 June 2021
                                                                            $                             $

 Directors' remuneration                                                    115,180                       84,668
 Share based payment expenses                                               11,231                        27,304

                                                                            126,411                       111,972

 The highest paid director was Bart Turtelboom (2021: Bart Turtelboom)      26,701                        43,959

 Average number of directors in the year                                    4                             4

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

7. Personnel expenses

 

                                                         For the six months ended      For the six months ended

                                                         30 June 2022                  30 June 2021
                                                         $                             $

 Short term benefits - wage and salaries                 133,295                       184,094
 Short term benefits - social security costs             10,695                        15,701
 Short term benefits - other benefits                    271,632                       314,273
 Short term benefits - Share based payment expenses      2,808                         6,826
 Post-employment benefits                                5,332                         8,457

                                                         423,762                       529,351

 Personnel expenses include expenses per note 5 and the portion of share based
 payments relating to individuals who are not directors of the Company.

 Key management personnel expenses, excluding director's remuneration detailed
 in note 6, is as follows:

 Short term benefits - other benefits                    264,656                       272,024
 Short term benefits - Share based payment expenses      2,808                         6,826
                                                         267,464                       278,850

 

8. Interest receivable

 

                                                                     For the six months ended      For the six months ended

                                                                     30 June 2022                  30 June 2021
                                                                     $                             $

 Loan interest receivable from Palladium Trust Services Limited      7,100                         6,202

                                                                     7,100                         2,515

 

9. Finance costs

 

                                                               For the six months ended      For the six months ended

                                                               30 June 2022                  30 June 2021
                                                               $                             $

 Interest on 3.5% Convertible Unsecured Loan Stock 2024        1,225,319                     1,288,720
 Discount on unwinding of lease liability                      2,573                         6,295
 Dividends paid on 6% convertible preference shares            -                             80,400

                                                               1,227,892                     1,375,415

 

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

10. 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.

 

                                                For the six months ended      For the six months ended

                                                30 June 2022                  30 June 2021
                                                $                             $

 Total comprehensive income for the period      (11,069,248)                  (4,703,457)
 Average number of shares in issue              78,408,067                    78,382,601

 Earnings per share                             (0.14117)                     (0.06001)

The Group had share awards vested but not yet issued, which are not dilutive
in 2022, as the impact of dilution would be to decrease the loss per share.
The impact of these share awards would have no impact on the total
comprehensive income/loss for the year. They would increase the weighted
average number of shares by 58,414 (30 June 2021: 204,450).

 

The Group has 6,000 (30 June 2021: 6,000) units of Convertible Loan Stock
which are potentially dilutive if converted into ordinary shares. This would
increase the weighted average number of shares by 6,000 (30 June 2021: 6,000)
exercise price on these conversion options currently exceeds the traded share
price of APQ Global. These are not currently dilutive (30 June 2021:
dilutive).

 

11. Dividends

 

No dividends were declared in the period ended 30 June 2022 nor the period
ended 30 June 2021.

 

The stated dividend policy of the Company is to target an annualised dividend
yield of 6% based on the Placing Issue Price.  Due to the impact of market
volatility on the Company's book value, it has ceased all dividends until
further notice.

 

There is no guarantee that any dividends will be paid in respect of any
financial period. The ability to pay dividends is dependent on a number of
factors including the level of income returns from the Group's investments.
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.

 

12. Property, plant and equipment

 

                              Office            Furniture and fixtures      Leasehold

                               equipment                                    improvements       Total
                              $                 $                           $                  $
 Cost
 At 1 January 2022            104,703           20,251                      34,588             159,542
 Additions during the period  9,028             -                           -                  9,028
 At 30 June 2022              113,731           20,251                      34,588             168,570

 Accumulated depreciation
 At 1 January 2022            71,689            19,097                      34,588             125,374
 Charge for the period        7,789             616                         -                  8,405
 At 30 June 2022              79,478            19,713                      34,588             133,779

 Net book value
 At 30 June 2022              34,253            538                         -                  34,791

 At 31 December 2021          33,014            1,154                       -                  34,168

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

13. Investments

 

                      Unlisted investments
                      APQ                              APQ Corporate Services Limited                                      Delphos Holdings Limited      BARTR Holdings Limited

                      Cayman Limited                                                       APQ Knowledge Limited                                                                     Evergreen Impact Limited

                                                                                                                                                                                                                    Listed Investments

                                                                                                                                                                                                                                                    Total
                      $                                $                                   $                               $                                                         $                              $                               $
 At 1 January 2022             44,555,286                       4,632,220                           1,437,071              5,901,149                     -                           -                                       3,208,326                       59,734,052
 Additions            -                                -                                   -                               1,400,000                     -                           -                              -                               850,000
 Fair value movement  (15,584,259)                     -                                   -                               (67,148)                      1                           -                                      (1,027,648)             (16,679,054)
 Disposal             -                                -                                   -                               -                             (1)                         -                              -                               (1)

 At 30 June 22        28,971,027                       4,632,220                           1,437,071                       7,234,001                     -                           -                              2,180,678                       44,454,997

 

The Company meets the definition of an investment entity, it is therefore
required to measure its investments, including its subsidiary undertakings at
fair value. Subsidiary undertakings whose primary purpose is to support the
investment activities of the Company are consolidated on a line for line
basis. Subsidiary undertakings which act as an investment holding company are
valued based on the underlying trading investment companies they hold. These
investments are held solely for capital appreciation and investment income and
measured at fair value through profit and loss ("FVTPL").

 

Investments in subsidiaries

 

The following tables outlines the subsidiary undertakings of the Company:

 

 Name                  Country of incorporation      Registered Office                             Immediate Parent Company      Holding %      Acquisition/ Incorporation Date      Activity                Recognition

 APQ Partners LLP      England and Wales             22a St. James's Square, London, SW1Y 4JH      APQ Global Limited            100            10 August 2016                       Investment support      Consolidated

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

13. Investments (continued)

 

Investments in subsidiaries

 

The following tables outlines the subsidiary undertakings of the Company:

 

 Name                                          Country of incorporation      Registered Office                                                                   Immediate Parent Company            Holding %      Acquisition/ Incorporation Date      Activity                        Recognition
 APQ Cayman Limited                            Cayman Islands                Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana      APQ Global Limited                  100            10 August 2016                       Investment entity               FVTPL
                                                                             Bay, PO Box 1348, Grand Cayman KY1-1108
 APQ Corporate Services Limited                Guernsey                      PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT        APQ Global Limited                  100            10 January 2019                      Investment holding company      FVTPL
 APQ Knowledge Limited                         Guernsey                      PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT        APQ Global Limited                  100            1 March 2019                         Investment holding company      FVTPL
 New Markets Media & Intelligence Ltd          England and Wales             22a St. James's Square, London, SW1Y 4JH                                            APQ Knowledge Limited               100            26 February 2019(1)                  Trading investment company      FVTPL
 Palladium Finance Group Limited               Seychelles                    Global Gateway 8, Rue de la Perle, Providence, Seychelles                           APQ Corporate Services Limited      100            22 February 2019(2)                  Trading investment company      FVTPL
 Palladium Trust Company (NZ) Limited          New Zealand                   Level 8, AIG Building, 41 Shortland Street, Auckland, New Zealand 1010              APQ Corporate Services Limited      100            22 February 2019(2)                  Trading investment company      FVTPL

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

For the six months ended 30 June 2022

 

13. Investments (continued)

 

 Name                                           Country of incorporation    Registered Office                                                                Immediate Parent Company          Holding %    Acquisition/ Incorporation Date    Activity                      Recognition
 Palladium Trust Services Ltd                   England and Wales           22a St. James's Square, London, SW1Y 4JH                                         APQ Corporate Services Limited    100          22 February 2019(2)                Trading investment company    FVTPL
 Parish Corporate Services Limited              Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Group Limited                           Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Nominees Limited                        Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Trustees Limited                        Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Delphos Holdings Limited(1)                    Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    APQ Global Limited                100          13 August 2021                     Investment holding company    FVTPL
 Delphos International, Ltd                     United States               2121 K St, N 2121 K St, NW, Suite 1020, Washington, DC 20037                     Delphos Holdings Limited          100          3 March 2020                       Trading investment company    FVTPL
 Delphos FMA - Frontier Markets Advisors Inc    Canada                      202-230 ch. du Golf, Montreal, QC H3E 2A8, Canada                                Delphos Holdings Limited          70           20 January 2021                    Trading investment company    FVTPL
 Delphos Impact Limited(2)                      Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    Delphos Holdings Limited          100          18 August 2021                     Trading investment company    FVTPL

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

 

13. Investments (continued)

 

 Name                        Country of incorporation    Registered Office                                                                Immediate Parent Company    Holding %    Acquisition/ Incorporation Date    Activity                          Recognition
 Delphos Partners LLP        England and Wales           22a St. James's Square, London, England, SW1Y 4JH                                Delphos Holdings Limited    97           6 October 2021                     Trading investment company        FVTPL
 Delphos Services Limited    Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    Delphos Holdings Limited    100          27 September 2021                  Trading services company          FVTPL
 Evergreen Impact Limited    Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.    APQ Global Limited          50           10 August 2021                     Trading management consultancy    FVTPL

 

(1) The Company made capital contributions to Delphos Holdings Limited in
order to meet working capital requirements of its subsidiaries Delphos
International, Ltd ($550,000 contributed) and Delphos Impact Limited ($850,000
contributed).

(2) Delphos Capital Limited changed its name to Delphos Impact during the
period.

Other investments

On the 19 November 2018, APQ Global Limited acquired a capital interest
represents a 40% shareholding and equivalent voting rights 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. BARTR Holdings Limited wholly owns two subsidiaries, BARTR Connect
Limited, whose registered office is Tobias House St. Marks Court, Thornaby,
Stockton-On-Tees United Kingdom, TS17 6QW, and BARTR Technologies Limited,
whose registered office is 156 Great Charles Street Queensway, Birmingham,
England, B3 3HN. On 19 May 2020, the capital interest was converted from
ordinary shares to preference shares which have no voting rights, but
preferential dividends and preferential rights on assets on wind up of BARTR
Holdings Limited. BARTR Holdings Limited is held as an investment at fair
value through profit or loss. On 3 February 2022, APQ Global exited its
investment in BARTR Holdings Limited for a total consideration of £1.

 

The Company has made direct investments in equities that are freely traded on
international stock exchanges. These investments are highly liquid and
measured at fair value through profit and loss.

 

 

 

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

13. Investments (continued)

 

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 ("NAV"). NAV is determined based on the observable market
values of its portfolio of assets and liabilities.

 

Fair value of the investment in APQ Corporate, has been determined by
determining the valuation of its underlying investments. The underlying
investments have been valued through the income approach, incorporating
comparison with external sources and the expected cash flows of the
investment. The income approach was determined to be the most appropriate as
the underlying investments are revenue generating businesses.

 

The investment in APQ Knowledge Limited was completed on 1 March 2019. Fair
value has been determined by determining the valuation of its underlying
investments. The underlying investments have been valued through the income
approach, incorporating comparison with external sources and the expected cash
flows of the investment. The income approach was determined to be the most
appropriate as the underlying investments are revenue generating businesses.

 

The fair value of BARTR Holdings Limited is nil. This is due to BARTR Holdings
Limited being a pre-revenue technology start-up company for which future
revenue is highly uncertain, and without comparable companies to benchmark the
valuation against. The income approach and market approach therefore do not
produce a reliable valuation and management has therefore determined the
valuation to be $nil.

 

Listed investments are measured at fair value using the current market bid
price for the underlying equity as quoted on the applicable stock exchange the
security is traded on.

 

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 BARTR Holdings Limited, APQ
Corporate Services Limited and APQ Knowledge Limited as level 3 as the inputs
utilised in valuing the investments are deemed to be unobservable, as they are
private investments. The most significant unobservable input used in the fair
value of the investments in APQ Corporate Services Limited and APQ Knowledge
Limited are the future expected cash flows of the investments these companies
hold, used in deriving a valuation using discounted cash flows. Valuation is
determined for these holding companies by the value of the underlying
investments held. The Company has valued its investment in BARTR Holdings
Limited as $nil. The unobservable inputs of future cash flows could not be
reliably determined due to the pre-revenue nature of the business and
therefore the most reliable fair value to be determined was $nil. The movement
in the investments in the year are shown above.

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

13. Investments (continued)

 

Unlisted managed funds

 

The Company has classified its investments in APQ Cayman Limited as level 3.
Valuation is determined based on the NAV. The majority of underlying assets
and liabilities of APQ Cayman Limited are held at fair value based on
observable markets.

 

The listed investments are designated as Level 1 instruments in the fair value
hierarchy as fair value can be determined by the quoted market price for these
assets. The movement of investments classified by level is as per the below.

 

The movement of investments classified by level is as per the below.

 

                          Level 1          Level 2                 Level 3          Total
                          $                $                       $                $

 At 1 January 2022        3,208,326                 -              56,525,726               59,734,052
 Additions                -                -                       1,400,000        1,400,000
 Fair value movement      (1,027,648)      -                       (3,940,482)      (16,679,054)
 Disposals                -                -                       (1)              (1)

 At 30 June 2022          2,180,678        -                       42,274,319       44,454,997

14. Trade and other receivables

                                                        30 June      31 December 2021

                                                        2022
                                                        $            $

 Trade debtors                                          95,982       128,526
 Amounts due from group undertakings                    157,490      718,257
 Prepayments and accrued income                         46,980       50,138
 Other debtors                                          110,837      43,507

                                                        411,289      940,428

 

15. Trade and other payables

                                                    30 June      31 December

                                                    2022         2021
                                                    $            $

 Trade creditors                                    96,365       146,060
 Amounts due to group undertakings                  185,892      315,768
 Other creditors                                    16,918       21,605
 Accruals                                           140,468      273,193
 Lease liability                                    38,051       83,780

                                                    477,694      840,406

 

 

 

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

16. 3.5% Convertible Unsecured Loan Stock 2024

                                                       Nominal number      Liability        Equity

                                                        of CULS            component        component
                                                       $                   $                $

 As at 1 January 2022                                  41,446,167          37,025,083       6,919,355
 Amortisation of discount on issue and issue expenses  -                   1,225,319        -
 Interest paid during the period                       -                   (669,427)        -
 Exchange differences                                  -                   (3,865,393)      -

 As at 30 June 2022                                    41,446,167          33,715,582       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.

 

17. 6% convertible preference shares

 

The 268,000 convertible preference shares, issued on 29 January 2020, were
repurchased on 9 November 2021 at a rate of 2.9851 US dollars per convertible
preference share. This resulted in a gain on repurchase of $647,912 which has
been recognised in the profit and loss. The convertible preference shares were
cancelled subsequent to repurchase.

 

18. Share Capital

 

As at 30 June 2022, the authorised and issued share capital of the Company is
78,506,827 ordinary shares of no par value listed on The International Stock
Exchange and AIM. All shares are fully paid
up.

 
 

Quantitative information about the Company's capital is provided in the
statement of changes in equity and in the tables below.

 

Holders of ordinary 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. They also hold
rights to receive notice, attend, speak and vote at general meetings 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 percent. 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.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

18. Share Capital (continued)

 

                                                    Ordinary

                                                    shares
                                                    No              £               $

 At 1 January 2022                                  78,453,671      76,999,179      100,005,450

 Shares issued from share awards during the period  12,848          50,3401         68,099

 At 30 June 2022                                    78,466,519      77,049,520      100,073,549

 

During the period ended 30 June 2022, 12,848 (period ended 30 June 2021:
53,156) shares were issued as part of the share award scheme as detailed in
note 19.

 

19. 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. As the Company does not have a present obligation to
settle in cash the awards are all recognised as equity settled share awards.

 

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      Fair value of instrument granted pence      Vesting conditions                                                                Final vesting date

 1 January 2018      Shares             584,141                                                             Awards vest quarterly over 5 years provided the employee is still in service      31 December 2022

                                           of the Group.

                                                                128.11

 

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.

 

                               2022                                                                    2021
                               Number of awards      Weighted average of fair value of instrument      Number of awards      Weighted average of fair value of instrument
                                                     cents                                                                   cents

 Outstanding at 1 January      146,036               128.11                                            262,864               128.11
 Settled in equity             (53,156)              128.11                                            (53,156)              128.11
 Settled in cash               (5,258)               128.11                                            (5,258)               128.11
 Outstanding at 30 June        87,622                128.11                                            204,450               128.11

 

 

 

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

19. Share awards (continued)

 

                                        Charge for awards to be settled in Equity      Charge for awards settled in Cash      Total charge for share based awards
                                        $                                              $                                      $

 Period ended 30 June 2022              6,735                                          7,304                                  14,039

 Period ended 30 June 2021              27,394                                         6,736                                  34,130

 

 

The unvested portion of the share awards currently granted is $5,711 (At 30
June 2021: $46,161). Of the awards outstanding, the number vested that are
available for settlement amount to 29,207 (At 30 June 2021: 29,207).

 

20. Share warrants

 

On 29 January 2020, the Company issued 1,000,000 warrants as part of the
acquisition of Parish Group Limited. The share warrants were cancelled during
November 2021 and an amount of £107,702 transferred to retained earnings from
the share warrants reserve.

 

21. Leases

 

Finance lease commitments

 

The Company's subsidiary, APQ Partners LLP, leases rental space and
information with regards to this lease is outlined below:

 

 

 Right of use asset                    Land and buildings
                                       $
 Cost
 At 1 January 2022                     295,392
 At 30 June 2022                       295,392

 Accumulated depreciation
 At 1 January 2022                     215,205
 Charge for the period                 40,094
 At 30 June 2022                       255,299

 Net book value
 At 30 June 2022                       40,093
 At 31 December 2021                   80,187

 
 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 

For the six months ended 30 June 2022

 

21. Leases (continued)

 

 Lease liability                  30 June       31 December 2021

                                  2022
                                  $             $
 Leased asset on 1 January        83,780        160,376
 Interest on lease liability      2,573         10,773
 Payments for lease               (55,395)      (88,016)
 Exchange differences             7,093         647

 At 30 June                       38,051        83,780

 The lease falls due:
 Within 1 year                    38,051        83,780
                                  38,051        83,780

 

22. 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
subsidiaries.

•              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:

 

                                                                   30 June           31 December 2021

                                                                   2022
                                                                   $                 $

 Share capital                                                     100,073,549       100,005,450
 Equity component of 3.5% Convertible Unsecured Loan Stock 2024    6,919,355         6,919,355
 Other capital reserves                                            106,535           167,331
 Retained earnings                                                 (89,639,881)      (78,570,633)
 Exchange reserve                                                  (4,927,513)       (4,927,513)

 Total shareholders' funds                                         12,532,045        23,593,990

 

23. Related party transactions

 
 
 

Wayne Bulpitt founded the Active Group, now renamed the Aspida Group, who acted as administrator until 10 June 2020; 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.

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.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

23. Related party transactions (continued)

 

 

                                              APQ Global Limited - remuneration                                           APQ Global Limited - Share based remuneration           APQ Cayman Limited - remuneration                                 APQ Capital Services Limited - remuneration                                    APQ Knowledge Limited - remuneration                                         APQ Corporate Services Limited - remuneration                                     Total
                                              $                                                                           $                                                       $                                                                 $                                                                             $                                                                             $                                                                                 $

                                              For the six months ended 30 June    For the six months ended 30 June        For the six months ended  For the six months ended      For the six months ended  For the six months ended 30 June        For the six months ended 30 June    For the six months ended 30 June           For the six months ended 30 June    For the six months ended 30 June         For the six months ended 30 June    For the six months ended 30 June 2021          For the six months ended 30 June 2022 For the six months ended 30 June 2021
                                              2022                                2021

                         2021                                    2022                                2021                                       2022                                2021                                     2022
                                                                                                                          30 June 2022              30 June 2021                  30 June 2022
 Bart Turtelboom     Chief Executive Officer  15,470                              16,655                                  11,231                    27,304                        62,139                    66,679                                  -                                   -                                                                                                                                                                                                         88,840

                                                                                                                                                                                                                                                                                                                                   -                                   -                                        -                                   -                                                                                  110,638
 Wayne Bulpitt       Non-Executive Chairman   25,117                              27,712                                  -                         -                             -                         -                                       -                                   -                                                                                                                                                                                                         25,117

                                                                                                                                                                                                                                                                                                                                   -                                   -                                        -                                   -                                                                                  27,712
 Wesley Davis        Executive Director       22,500                              22,500                                  -                         -                             22,500                    22,500                                  417                                 1,313                                                                                                                                                                                                     45,967

                                                                                                                                                                                                                                                                                                                                   107                                 1,597                                    443                                 1,692                                                                              49,602
 Philip Soulsby      Non-Executive Director   19,328                              12,157                                  -                         -                             -                         -                                       -                                   1,042                                                                                                                                                                                                     19,328

                                                                                                                                                                                                                                                                                                                                   -                                   -                                        -                                   -                                                                                  13,199
 Al Wadhah Al Adawi  Non-Executive Director   12,659                              -                                       -                         -                             -                         -                                       -                                   -                                                                                                                                                                                                         12,659

                                                                                                                                                                                                                                                                                                                                   -                                   -                                        -                                   -                                                                                  -

                                              95,074                              79,024                                  11,231                    27,304                        84,639                    89,179                                  417                                 2,355                                      107                                 1,597                               443                                      1,692                                191,911  201,151

 

The directors represent key management personnel. Additional key management
personnel are the partners of the LLP, details of their remuneration is
disclosed in Note 6.

 

The Company's administrator is Parish Group Limited, a wholly owned subsidiary
of APQ Global Limited. APQ Global Limited has incurred $74,174 (six months
ended 30 June 2021: $43,584) of fees and expenses to Parish Group Limited as
administrator of the Company. As at 30 June 2022 the balance owed to Parish
Group Limited was $nil (31 December 2021: $nil).

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2022

 

23. Related party transactions (continued)

 

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 $525,525 (six months ended 30 June
2021: $250,868) to APQ Global Limited during the period. As at 30 June 2022,
APQ Global Limited was owed $104,671 from APQ Partners LLP (31 December 2021:
$32,891). In both the current and prior period amounts have been eliminated on
consolidation.

 

During the period, the Group recharged expenses to APQ Cayman Limited of
$192,355 (six months ended 30 June 2021: $250,868) and was recharged expenses
of $11,778 (six months ended 30 June 2021: $8,339) from APQ Cayman Limited.
During the six months period to 30 June 2022, APQ Global Limited received
dividends from APQ Cayman Limited of $5,519,712 (six months ended 30 June
2021: $3,087,885).

 

During the period, APQ Global Limited provided capital contributions to
Delphos Holding Limited totalling $1,400,000 (six months ended 30 June 2021:
$nil).

 

As at 30 June 2022, APQ Global Limited owed $264,410 (31 December 2021: $
264,410) to APQ Corporate Services Limited.

 

During the period, APQ Global Limited received dividends of $nil (six months
ended 30 June 2021: $96,702) from APQ Knowledge Limited.

 

In 2021, APQ Global provided a loan to Palladium Trust Services Limited, a
group undertaking, of $nil (31 December 2020 - $77,849). In addition, the loan
attracts interest at a rate of 10%. During the period, APQ Global charged
interest of $7,099 (six months ended 30 June 2021: $6,202). As at 30 June
2022, APQ Global Limited was owed $157,490 (31 December 2021: $168,257) from
Palladium Trust Services Limited.

 

As at 30 June 2022 APQ Global Limited owed $46,050 (31 December 2021: $52,382)
to New Markets Media & Intelligence Ltd.

 

 1  Where we refer to revenue from income generating operating activities this
relates to the revenue of our investee companies.

 2  Where we refer to revenue from income generating operating activities this
relates to the revenue of our investee companies.

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