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REG - APQ Global Limited - Interim results for six months ended 30 June 2023

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RNS Number : 2221O  APQ Global Limited  29 September 2023

APQ Global Limited

 

("APQ Global") or the "Company")

 

Interim results for the period from 1 January 2023 to 30 June 2023

 

HIGHLIGHTS

For the six months ended 30 June 2023

 

Financial highlights

 

Book Value at 30 June 2023 was $5.56m, a decrease of $1.67m from $7.23m 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.

 

The key driver behind the decrease in the book value is the foreign exchange
losses on the CULS of $2m.

 

Book Value per share in the period decreased by 2.14 cents from 9.21 to 7.07
cents.

 

Loss per share for the period was $ 0.01978 (six months ended 30 June 2022:
$0.14117).

 

Dividends paid are considered a Key Performance Indicator (KPI) of the
business. No dividends were paid in the 6 months period ended 30 June 2023 (6
months ended 30 June 2022: none).

 

For further enquiries, please contact:

 APQ Global Limited                                     020 3478 9708
 Bart Turtelboom, Chief Executive Officer
 Wayne Bulpitt, Non-Executive Chairman

 Singer Capital Markets - Nominated Adviser and Broker  020 7496 3000
 James Maxwell / Justin McKeegan

 Carey Group - TISE sponsor                             01481 737 279
 Claire Torode

 Investor Relations

                    IR@APQGlobal.com

 

Notes to Editors

APQ Global Limited

APQ Global (ticker: APQ LN) is an emerging markets 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 . 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.

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

 

 

 

Business highlights

 

APQ Global, via its subsidiaries Delphos MMJ 1, LLC and Delphos MMJ 2, LLC
acquired 100% of MMJ Partners LP, a limited partnership incorporated in United
States of America for a total consideration of $100 and made further capital
contributions to that entity totalling $500,000 during the period ended 30
June 2023.

 

During April 2023, the Company announced a tender offer for up to 100% of the
Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a
nominal value of $503,704 were validly tendered and were settled for an amount
of $249,380 resulting in a gain on settlement of $254,324.

 

Financial position

 The Company's financial position at 30 June 2023 is summarised as:     30 June 2023

                                                                        $

 Investments                                                            26,606,775
 Fixed assets                                                           65,391
 Cash at banks/brokers                                                  9,567,521
 Short term receivables                                                 4,189,450
 Private loans                                                          850,000
 Other assets                                                           1,077,925
 Total assets                                                           42,357,062

 CULS liability                                                         35,991,301
 Other liabilities                                                      807,710
 Total liabilities                                                      36,799,011

 Total equity                                                           5,558,051

HIGHLIGHTS

For the six months ended 30 June 2023

 

Financial position (continued)

 

The group investments are made up of:

                                                         30 June 2023

                                                         $

 Deutsche Lufthansa-Reg                                  1,230,648
 HSBC Holdings Plc                                       2,292,155
 Ishares MSCI Brazil ETF                                 3,405,150
 Standard Chartered Plc                                  911,749
 Anglo American Plc                                      823,288
 Glencore Plc                                            1,299,765
 Rio Tinto Plc                                           1,457,813
 Intesa Sanpaolo                                         856,500
 Banco Santander Sa                                      886,328
 ARGTES 15 1/2 10/17/26 Corp                             508,865
 FX Hedges                                               (151,562)
 Palladium Trust Services (Private Company)              30,254
 New Markets Media & Intelligence (Private Company)      744,595
 Parish Group (Private Company)                          3,611,106
 Delphos International Ltd (Private Company)             6,263,000
 Delphos Canada Limited (Private Company)                705,556
 Promethean Trustees (Private Company)                   27,939
 Promethean Advisory (Private Company)                   582,768
 Delphos MMJ (Private Company)                           500,000
 Delphos Services Limited (Private Company)              620,858

 Total equity                                            26,606,775

 

Notes:

1.     The figures in the table above are estimates only and are based on
unaudited estimated valuations in accordance with the Company's valuation
policy. Such estimates may differ materially from any actual results.

2.     Publicly traded securities are valued using close prices on the
relevant exchange as at 30 June 2023 (source: Bloomberg).

3.     Direct investments valuation provided by an independent third party
as at 31 December 2022.

4.     All non-USD balances converted to USD using the WM/Refinitiv FX
benchmark rates with 4.00 p.m. fixing on 30 June 2023 (source: Bloomberg).

 

 

 

 

 

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:     29 September 2023

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended 30 June 2023

 

 

                                                                                 For the six months ended      For the six months ended

                                                                                 30 June 2023                  30 June 2022

                                                                          Note
                                                                                 $                             $

 Turnover                                                                 4      6,375,876                     5,519,712

 Net loss on financial assets at fair value through profit and loss       13     (2,822,709)                   (16,679,054)

 Administrative expenses                                                  5      (4,242,288)                   1,310,886

 Operating loss for the period before tax                                        (689,121)                     (9,848,456)

 Interest receivable                                                      8      73,612                        7,100

 Finance costs                                                            9      (1,191,861)                   (1,227,892)

 Net gain on financial liabilities at fair value through profit and loss  16     254,324                       -

 Loss on ordinary activities before taxation                                     (1,553,046)                   (11,069,248)

 Tax on loss on ordinary activities                                              -                             -

 Loss on ordinary activities before taxation                                     (1,553,046)                   (11,069,248)

 Other comprehensive income                                                      -                             -

 Total comprehensive loss for the period                                         (1,553,046)                   (11,069,248)

 Basic and diluted earnings per share                                     10     (0.01978)                     (0.14117)

 

 

 

 

 

 

 

 

 

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

 

 

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

As at 30 June 2023

                                                                  30 June           31 December 2022

                                                                  2023
                                                            Note  $                 $
 Assets
 Non-current assets
 Property, plant and equipment                              12    23,955            26,982
 Right of use assets                                        21    41,436            82,872
 Investments                                                13    35,839,865        38,162,574
 Total non-current assets                                         35,905,256        38,272,428

 Current assets
 Trade and other receivables                                14    5,733,751         3,055,956
 Cash and cash equivalents                                        552,429           586,040
 Total current assets                                             6,286,180         3,641,996

 Total assets                                                     42,191,436        41,914,424

 Current liabilities
 Trade and other payables                                   15    (642,084)         (756,296)
 Total current liabilities                                        (642,084)         (756,296)

 Long term liabilities
 3.5% Convertible Unsecured Loan Stock                      16    (35,991,301)      (33,922,606)
 Total long-term liabilities                                      (35,991,301)      (33,922,606)

 Net assets                                                       5,558,051         7,235,522

 Equity
 Share capital                                              17    100,141,648       100,141,648
 Equity component of 3.5% Convertible Unsecured Loan Stock  16    6,832,347         6,919,355
 Other capital reserves                                     18    -                 37,417
 Retained earnings                                                (96,488,431)      (94,935,385)
 Exchange reserve                                                 (4,927,513)       (4,927,513)

 Total equity                                                     5,558,051         7,235,522

 Net asset value per ordinary share (cents)                       7.07              9.21

 

 

The Financial Statements were approved by the Board of Directors of APQ Global
Limited and signed on      September 2023 on its behalf by:

 

 ___________________
 ___________________

Bart Turtelboom
                                 Philip
Soulsby

Chief Executive Officer
Director

 

The notes on pages 16 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                          Other              Retained earnings  Exchange reserve  Total

                                               $              CULS equity component   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                           -                                      -                  (89,639,881)       -                 12,524,742

 income for the period                                        -

 Contributions by and distributions to owners
 Share based payments                          -              -                       14,039             -                  -                 14,039
 Share based payments settled in cash          -              -                       (6,736)            -                  -                 (6,736)
 Share reversal                                -              -                       -                  -                  -                 -
 Equity Dividends                              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 16 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 2023

                                                                      Share capital                                             Retained earnings  Exchange reserve  Total

                                                                      $              CULS equity component   Other              $                  $                 $

                                                                                     $                       capital reserves

                                                                                                             $
 At 1 January 2023                                                    100,141,648    6,919,355               37,417             (94,935,385)       (4,927,513)       7,235,522

 Comprehensive income

 for the period
 Loss for the period                                                  -              -                       -                  (1,553,046)        -                 (1,553,046)

 Total comprehensive                                                  -                                      -                  (1,553,046)        -                 (1,553,046)

 income for the period                                                               -

 Contributions by and distributions to owners
 Share based payments settled in cash                                 -              -                       (3,368)            -                  -                 (3,368)
 Reversal of share-based payment expense recognised in prior periods  -              -                       (34,050)           -                  -                 (34,050)
 Settlement of CULS                                                   -              (87,008)                -                  -                  -                 (87,008)

 As at 30 June 2023                                                   100,141,648    6,832,347               -                  (96,488,431)       (4,927,513)       5,558,051

 

 

 

 

 

 

 

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

For the six months ended 30 June 2023

                                                                                For the six months ended      For the six months ended

                                                                                30 June 2023                  30 June 2022
 Cash flow from operating activities                                      Note  $                             $

 Cash generated from operations
 Loss for the financial period                                                  (1,553,046)                   (11,069,248)
 Adjustments for non-cash income and expenses
 Equity settled share-based payments                                      19    (34,049)                      14,039
 Depreciation tangible fixed assets                                       12    8,794                         8,405
 Depreciation right of use assets                                               41,436                        40,094
 Net loss on financial assets at fair value through profit and loss       13    2,822,709                     16,679,054
 Net gain on financial liabilities at fair value through profit and loss  16    (254,324)                     -
 Exchange rate fluctuations                                                     1,904,726                     (3,811,117)
 Changes in operating assets and liabilities
 Decrease/(increase) in trade and other receivables                       14    19,947                        (31,628)
 Decrease in trade and other payables                                     15    (77,585)                      (187,107)
 Increase/(decrease) in receivables from group undertakings               14    (2,697,742)                   560,767
 Increase/(decrease) in payables from group undertakings                  15    2,595                         (129,876)
 Cash generated from operations                                                 183,461                       2,073,383

 Interest receivable                                                      8     (73,612)                      (7,100)
 Finance costs                                                            9     1,191,861                     1,227,892

 Net cash inflow from operating activities                                      1,301,710                     2,744,176

 Cash flow from investing activities
 Payments to acquire investments                                          13    (500,000)                     (1,400,000)
 Payments to acquire property, plant and equipment                        12    (5,767)                       (9,028)
 Interest received                                                        8     73,612                        7,100

 Net cash outflow from investing activities                                     (432,155)                     (1,401,928)

 Cash flow from financing activities
 Equity dividends paid                                                    11    -                             -
 Preference share dividends paid                                          9     -                             -
 Interest on CULS                                                         16    (643,080)                     (669,427)
 Settlement of CULS as a discount                                         16    (249,380)                     -
 Cash settled share-based payments                                        18    (3,368)                       (6,736)
 Payments for lease rental                                                19    (44,112)                      (55,395)

 Net cash outflow from financing activities                                     (939,940)                     (731,558)

 Net (decrease)/increase in cash and cash equivalents                           (70,385)                      1,160,689

 Cash and cash equivalents at beginning of period                               586,040                       670,644

 Exchange rate fluctuations on cash and cash equivalents                        36,774                        (47,182)

 Cash and cash equivalents at end of period                                     552,429                       1,784,151

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

For the six months ended 30 June 2023

 

                                                                     For the six months ended      For the six months ended

                                                                     30 June 2023                  30 June 2022
                                                                     $                             $
 Reconciliation of cash flows to debt
 Brought forward                                                     34,005,478                    37,108,863
 Cash flows used in servicing interest payments of CULS              (643,080)                     (669,427)
 Cash flows used in principal payments of lease liabilities          (44,112)                      (55,395)
 Cash flows used in settlement of CULS                               (162,372)                     -
 Non cash flows - gain on settlement of CULS issue                   (254,324)                     -
 Non cash flows - amortisation of discount on CULS issue             1,189,156                     1,225,319
 Non cash flows - amortisation of discount on lease liabilities      2,705                         2,573
 Exchange differences                                                1,941,500                     (3,858,300)
 Closing balance                                                     36,034,951                    33,753,633

 Net debt comprises the following:
 Convertible Unsecured Loan Stock                                    35,991,301                    33,715,582
 Lease liabilities                                                   43,650                        38,051
                                                                     36,034,951                    33,753,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 16 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 2023

 

1. Corporate information

 

The interim consolidated financial statements of APQ Global Limited (the
"Group") for the six months ended 30 June 2023 were authorised for issue in
accordance with a resolution of the Board of Directors on 29 September 2023.
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 2022 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 2022
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, Delphos Holdings Limited and
Evergreen Impact 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 2023

 

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, Delphos Holdings Limited
and Evergreen Impact 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.

 

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

                      2023            2022
  Group              $               $

 Cayman              22,753,789      28,971,027
 United Kingdom      480,794         480,794
 Guernsey            18,956,853      15,092,820
 Europe              -               2,180,678
                     42,191,436      46,725,319

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

 

4. Analysis of turnover

                                                 For the six months ended      For the six months ended

                                                 30 June 2023                  30 June 2022
                                                 $                             $

 Dividends received from APQ Cayman Limited      6,375,876                     5,519,712

 

5. Analysis of administrative expenses

 

                                                     For the six months ended      For the six months ended

                                                     30 June 2023                  30 June 2022
                                                     $                             $

 Personnel expenses                                  370,503                       420,954
 Depreciation of tangible fixed assets expenses      8,794                         8,405
 Depreciation of right of use assets                 41,436                        40,094
 Payments on short term leases                       94,141                        61,556
 Audit fees                                          99,263                        78,205
 Nominated advisor fees                              30,591                        -
 Administration fees and expenses                    154,722                       107,651
 Director's remuneration                             107,448                       115,180
 Other expenses                                      640,773                       232,732
 Professional fees                                   943,729                       1,564,016
 Share based payment expenses                        (34,050)                      14,039
 Insurance                                           5,794                         8,988
 Recharge of expenses to APQ Cayman Limited          (185,617)                     (180,577)
 Net exchange (gains)/losses                         1,964,761                     (3,782,129)

                                                     4,242,288                     (1,310,886)

 

6. Director's remuneration

 

                                                                             For the six months ended      For the six months ended

                                                                             30 June 2023                  30 June 2022
                                                                             $                             $

 Director's remuneration                                                     107,448                       115,180
 Share based payment expenses                                                -                             11,231

                                                                             107,448                       126,411

 The highest paid director was Bart Turtelboom (2022: Bart Turtelboom)*      14,912                        26,701

 Average number of directors in the year                                     4                             4

 

* Full breakdown of Director remuneration is shown in note 21, including
director remuneration from other group entities.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

 

7. Personnel expenses

 

                                                         For the six months ended      For the six months ended

                                                         30 June 2023                  30 June 2022
                                                         $                             $

 Short term benefits - wage and salaries                 142,911                       133,295
 Short term benefits - social security costs             11,561                        10,695
 Short term benefits - other benefits                    210,314                       271,632
 Short term benefits - Share based payment expenses      -                             2,808
 Post-employment benefits                                5,717                         5,332

                                                         370,503                       423,762

 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                    206,027                       264,656
 Short term benefits - Share based payment expenses      -                             2,808
                                                         206,027                       267,464

 

8. Interest receivable

 

                                                                     For the six months ended      For the six months ended

                                                                     30 June 2023                  30 June 2022
                                                                     $                             $

 Loan interest receivable from Palladium Trust Services Limited      -                             7,100
 Loan interest receivable from Delphos Holdings Limited              28,333                        -
 Loan interest receivable from Delphos International Limited         41,919                        -
 Loan interest receivable from Promethean Advisory Limited           2,811                         -
 Bank Interest Receivable                                            549                           -

                                                                     73,612                        7,100

 

9. Finance costs

 

                                                               For the six months ended      For the six months ended

                                                               30 June 2023                  30 June 2022
                                                               $                             $

 Interest on 3.5% Convertible Unsecured Loan Stock 2024        1,189,156                     1,225,319
 Discount on unwinding of lease liability                      2,705                         2,573

                                                               1,191,861                     1,227,892

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

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 2023                  30 June 2022
                                                $                             $

 Total comprehensive income for the period      (1,553,046)                   (11,069,248)
 Average number of shares in issue              78,514,452                    78,408,067

 Earnings per share                             (0.01978)                     (0.14117)

The Group had share awards vested but not yet issued, which are not dilutive
in 2023, 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 2022: 58,414).

 

The Group has 5,920 (30 June 2022: 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 5,920 (30 June 2022: 6,000)
exercise price on these conversion options currently exceeds the traded share
price of APQ Global. These are not currently dilutive (30 June 2022: not
dilutive).

 

11. Dividends

 

No dividends were declared in the period ended 30 June 2023 nor the period
ended 30 June 2022.

 

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 residual impact of
Covid-19 and unrest in Ukraine, the Company 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 2023            114,600           20,251                      34,588             169,439
 Additions during the period  5,767             -                           -                  5,767
 At 30 June 2023              120,367           20,251                      34,588             175,206

 Accumulated depreciation
 At 1 January 2023            88,043            19,826                      34,588             142,457
 Charge for the period        8,682             112                         -                  8,794
 At 30 June 2023              96,725            19,938                      34,588             151,251

 Net book value
 At 30 June 2023              23,642            313                         -                  23,955

 At 31 December 2022          26,557            425                         -                  26,982

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

13. Investments

 

                      APQ                              APQ Corporate Services Limited                                    Delphos Holdings Limited

                      Cayman Limited                                                       APQ Knowledge Limited

                                                                                                                                                       Total
                      $                                $                                   $                             $                             $
 At 1 January 2023             26,197,356                       4,252,067                           744,595              6,968,556                              38,162,574
 Additions            -                                -                                   -                             500,000                       500,000
 Fair value movement  (3,443,567)                      -                                   -                             620,858                       (2,822,709)

 At 30 June 23        22,753,789                       4,252,067                           744,595                       8,089,414                     35,839,865

 

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 2023

 

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, 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, 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 2023

 

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
 Delphos International, Ltd                                   United States               2121 K St, NW STE 620, Suite 1020, Washington, DC 20037               Delphos Holdings Limited          100          3 March 2020                       Trading investment company    FVTPL
 Parish Corporate Services Limited                            Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT    APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Group Limited(1)                                      Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, 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, 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, GY1 3HT    APQ Corporate Services Limited    100          29 January 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 Holdings Limited                                     Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT    APQ Global Limited                100          13 August 2021                     Investment holding company    FVTPL
 Delphos Impact Limited (formerly Delphos Capital Limited)    Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, 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 2023

 

13. Investments (continued)

 Evergreen Impact Limited                                            Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT              APQ Global Limited                50       10 August 2021       Trading management consultancy    FVTPL
 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, GY1 3HT              Delphos Holdings Limited          100      27 September 2021    Trading services company          FVTPL
 Promethean Trustees Limited (previously WDM Trustees Limited)(1)    Malta                       35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta                          APQ Corporate Services Limited    100      4 July 2022          Trading investment company        FVTPL
 Promethean Advisory Limited (previously WDM Lex Advisory Ltd)(1)    Malta                       35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta                          Promethean Trustees Limited       100      4 July 2022          Trading services company          FVTPL
 Delphos MMJ 1, LLC(2)                                               United States of America    The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801    Delphos Holdings Limited          100      18 March 2022        Trading investment company        FVTPL
 Delphos MMJ 2, LLC(2)                                               United States of America    The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801    Delphos Holdings Limited          100      18 March 2022        Trading investment company        FVTPL
 MMJ Partners LP(2)                                                  United States of America    The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801    Delphos MMJ 1, LLC(4)             99.67    20 February 2023     Trading management consultancy    FVTPL
 MMJ Partners LP(2)                                                  United States of America    The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801    Delphos MMJ 2, LLC(4)             0.33     20 February 2023     Trading management consultancy    FVTPL

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

For the six months ended 30 June 2023

 

13. Investments (continued)

 

(1)On 4 July 2022, APQ Corporate Services Limited, a wholly owned subsidiary
of the Company, acquired 100% of the equity in Promethean Trustees Limited
(previously WDM Trustees Limited) and its subsidiary Promethean Advisory
Limited (previously WDM Lex Advisory Ltd) for a cash consideration of
€500,000 ($538,404).

 

(2)On 18 March 2022, APQ Global Limited incorporated Delphos MMJ 1, LLC and
Delphos MMJ 2, LLC for the purposes of acquiring MMJ Partners LP, an
investment broker in United States of America. The acquisition was concluded
on 20 February 2023 for a consideration of $100 with a further $500,000 being
contributed to MMJ Partners LP.

 

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 Services Limited, 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.

 

Fair value of the investment in Delphos Holdings Limited, 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.

 

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 APQ Corporate Services Limited,
Delphos Holdings Limited, Evergreen Impact 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, Delphos Holdings 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.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

For the six months ended 30 June 2023

 

13. Investments (continued)

 

Unlisted managed funds

 

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 movements in the investments in the
year are shown above. Sensitivity to these inputs are discussed in Note 25.

 

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.

 

                          Level 1      Level 2                 Level 3          Total
                          $            $                       $                $

 At 1 January 2023        -                     -              38,162,574       38,162,574
 Additions                -            -                       500,000          500,000
 Fair value movement      -            -                       (2,822,709)      (2,822,709)

                          -            -                       35,839,865       35,839,865

14. Trade and other receivables

                                                        30 June        31 December 2022

                                                        2023
                                                        $              $

 Trade debtors                                          544,097        554,265
 Amounts due from group undertakings                    5,039,450      2,341,708
 Prepayments and accrued income                         40,519         45,255
 Other debtors                                          109,685        114,728

                                                        5,733,751      3,055,956

 

15. Trade and other payables

                                                    30 June      31 December

                                                    2023         2022
                                                    $            $

 Trade creditors                                    81,382       127,716
 Amounts due to group undertakings                  312,617      310,022
 Other creditors                                    20,548       23,862
 Accruals                                           183,887      211,824
 Lease liability                                    43,650       82,872

                                                    642,084      756,296

 

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

16. 3.5% Convertible Unsecured Loan Stock

                                                       Nominal number      Liability       Equity

                                                        of CULS            component       component
                                                       $                   $               $

 As at 1 January 2023                                  41,446,167          33,922,606      6,919,355
 Amortisation of discount on issue and issue expenses  -                   1,189,156       -
 Interest paid during the period                       -                   (643,080)       -
 CULS settled during the period                                            (416,696)       (87,008)
 Exchange differences                                  -                   1,939,315       -

 As at 30 June 2023                                    41,446,167          35,991,301      6,832,347

 

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.

 

During April 2023, the Company announced a tender offer for up to 100% of the
Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a
nominal value of $503,704 were validly tendered and were settled for an amount
of $249,380 resulting in a gain on settlement of $254,324.

 

17. Share Capital

 

The authorised and issued share capital of the Company is 78,559,983 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 2023

 

17. Share Capital (continued)

 

                    Ordinary

                    shares
                    No              £               $

 At 1 January 2023  78,559,983      77,099,861      100,141,648

 At 30 June 2023    78,559,983      77,099,861      100,141,648

 

During the period ended 30 June 2023, no (period ended 30 June 2022: 12,848)
shares were issued as part of the share award scheme as detailed in note 18.

 

18. 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.

 

                                                    2023                                                                    2022
                                                    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                           29,208                128.11                                            146,036               128.11
 Shares vested and exercised in a prior period      (26,579)              128.11                                            -                     128.11
 Settled in equity                                  -                     128.11                                            (53,156)              128.11
 Settled in cash                                    (2,629)               128.11                                            (5,258)               128.11
 Outstanding at 30 June                             -                     -                                                 87,622                128.11

 

 

 

 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

18. 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 2023              -                                              -                                      -

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

 

 

The unvested portion of the share awards currently granted is $nil (At 30 June
2022: $5,711). Of the awards outstanding, the number vested that are available
for settlement amount to nil (At 30 June 2022: 29,207).

 

19. 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 2023                     378,264
 At 30 June 2023                       378,264

 Accumulated depreciation
 At 1 January 2023                     295,392
 Charge for the period                 41,436
 At 30 June 2023                       336,828

 Net book value
 At 30 June 2023                       41,439
 At 31 December 2022                   82,872

 

 Lease liability                     30 June       31 December 2022

                                     2023
                                     $             $
 Balance at start of the period      82,872        83,780
 Interest on lease liability         2,705         3,263
 Payments for lease                  (44,112)      (79,490)
 Exchange differences                2,185         (7,553)
 New lease liability                 -             82,872

 Balance at end of the period        43,650        82,872

 The lease falls due:
 Within 1 year                       43,650        82,872
                                     43,650        83,782

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

20. 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 2022

                                                                   2023
                                                                   $                 $

 Share capital                                                     100,141,648       100,141,648
 Equity component of 3.5% Convertible Unsecured Loan Stock 2024    6,832,347         6,919,355
 Other capital reserves                                            -                 37,417
 Retained earnings                                                 (96,488,431)      (94,935,385)
 Exchange reserve                                                  (4,927,513)       (4,927,513)

 Total shareholders' funds                                         5,558,051         7,235,522

 

21. 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 2023

 

21. 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 2023 For the six months ended 30 June 2022     For the six months ended  For the six months ended      For the six months ended  For the six months ended      For the six months ended 30 June 2023 For the six months ended 30 June 2022        For the six months ended 30 June 2023 For the six months ended 30 June 2022        For the six months ended 30 June 2023 For the six months ended 30 June 2022          For the six months ended 30 June 2023 For the six months ended 30 June 2022

                                                                                                                            30 June 2023              30 June 2022                  30 June 2023              30 June 2022
 Bart Turtelboom     Chief Executive Officer  14,912                               15,470                                   -                         11,231                        59,718                    62,139                        -                                    -                                                                                                                                                                                                               74,630                               88,840

                                                                                                                                                                                                                                                                                                                             -                                    -                                           -                                    -
 Wayne Bulpitt       Non-Executive Chairman   20,840                               25,117                                   -                         -                             -                         -                             -                                    -                                                                                                                                                                                                               20,840                               25,117

                                                                                                                                                                                                                                                                                                                             -                                    -                                           -                                    -
 Wesley Davis        Executive Director       22,500                               22,500                                   -                         -                             22,500                    22,500                        1,309                                417                                                                                                                                                                                                             47,781                               45,967

                                                                                                                                                                                                                                                                                                                             107                                  107                                         1,365                                443
 Philip Soulsby      Non-Executive Director   18,615                               19,328                                   -                         -                             -                         -                             -                                    -                                                                                                                                                                                                               18,615                               19,328

                                                                                                                                                                                                                                                                                                                             -                                    -                                           -                                    -
 Al Wadhah Al Adawi  Non-Executive Director   12,547                               12,659                                   -                         -                             -                         -                             -                                    -                                                                                                                                                                                                               12,547                               12,659

                                                                                                                                                                                                                                                                                                                             -                                    -                                           -                                    -

                                              89,414                               95,074                                   -                         11,231                        82,218                    84,639                        1,309                                417                                         107                                  107                                  1,365                                       443                                  174,413  191,911

 

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 $102,510 (six months
ended 30 June 2022: $74,174) of fees and expenses to Parish Group Limited as
administrator of the Company. As at 30 June 2023 the balance owed to Parish
Group Limited was $nil (31 December 2022: $nil).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2023

 

21. 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 $937,252 (six months ended 30 June
2022: $525,525) to APQ Global Limited during the period. As at 30 June 2023,
APQ Global Limited was owed $99,410 from APQ Partners LLP (31 December 2022:
$1,050,377). 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 $nil
(six months ended 30 June 2022: $192,355) and was recharged expenses of $nil
(six months ended 30 June 2022: $11,778) from APQ Cayman Limited. During the
six months period to 30 June 2023, APQ Global Limited received dividends from
APQ Cayman Limited of $6,375,876 (six months ended 30 June 2022: $5,519,712).

 

During the period, APQ Global Limited provided capital contributions to
Delphos Holding Limited totalling $nil (six months ended 30 June 2022:
$1,400,000).

 

As at 30 June 2023, APQ Global Limited owed $264,410 (6 Months ended 30 June
2022: $ 264,410) to APQ Corporate Services Limited.

 

As at 30 June 2023 APQ Global Limited owed $48,207 (31 December 2022: $52,382)
to New Markets Media & Intelligence Ltd.

(#_ftnref1)

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

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.   END  IR MZGZLFLFGFZM

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