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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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