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REG - ARGO Group Limited - Annual Report & Accounts, Year ended 31 Dec 2021

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RNS Number : 1449F  ARGO Group Limited  17 March 2022

 

 

 

Argo Group Limited

("Argo" or the "Company")

 

Annual Report and Accounts for the Year ended 31 December 2021

 

 

Argo today announces its final results for the year ended 31 December 2021.

 

The Company will today make available its report and accounts for the year
ended 31 December 2021 on the Company's website www.argogrouplimited.com
(http://www.argogrouplimited.com) . These will be sent by post to shareholders
no later than 31 March 2022.

 

Key highlights for the twelve months ended 31 December 2021

 

-     Revenues US$4.4 million (2020: US$3.3 million)

-     Operating loss US$0.2 million (2020: operating loss US$0.9 million)

-     Profit before tax US$0.3 million (2020: profit before tax of US$1.7
million)

-     Net assets US$23.1 million (2020: US$22.8 million)

 

 

Commenting on the results and outlook, Kyriakos Rialas, Chief Executive of
Argo said:

 

"I am pleased to present another positive year for The Argo group. Management
and performance fees from The Argo Fund Limited generated sufficient cashflow
to cover operating expenses whereas the Group's other investment income after
provisions provided additional profitability.  The Group's simplified
structure with a single fund with different share classes reduced operational
costs and allows The Argo Fund Limited to focus on its strategies.  A new
share class was introduced early in 2021 investing in stressed and distressed
assets with double digit performance during the year.

The Board thanks staff for embracing the Group's working from home
arrangements at the peak of the Covid-19 pandemic during 2020 and 2021 which
enabled key operations such as trading and settlements to function smoothly
with employees working remotely from secure computers.

The Ukrainian war is of very serious concern to Argo because of its exposure
to the Odessa Riviera shopping mall, owned by Argo Real Estate LP. A loss of
rental income and/or physical damage to Riviera Shopping City in Odessa,
Ukraine would hinder the repayment of the loan receivable from Argo Real
Estate LP."

 

 

 

 

 

Enquiries

 

Argo Group Limited

Andreas Rialas

020 7016 7660

 

Panmure Gordon

Dominic Morley

020 7886 2500

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018.

CHAIRMAN'S STATEMENT

 

Key highlights for the twelve months ended 31 December 2021

 

-     Revenues US$4.4 million (2020: US$3.3 million)

-     Operating loss US$0.2 million (2020: operating loss US$0.9 million)

-     Profit before tax US$0.3 million (2020: profit before tax of US$1.7
million)

-     Net assets US$23.1 million (2020: US$22.8 million)

 

The Group and its objective

 

Argo's investment objective is to provide investors with absolute returns in
the funds that it manages by investing in multi strategy investments in
emerging markets.

 

Argo was listed on the AIM market in November 2008 and has a performance track
record dating back to 2000.

 

Business and operational review

 

This report sets out the results of Argo Group Limited for the year ended 31
December 2021.

 

For the year ended 31 December 2021 the Group generated revenues of US$4.4
million (2020: US$3.3 million) with management fees accounting for US$2.5
million (2020: US$2.6 million). The Group also generated incentive fees of
US$1.6 million (2020: US$0.5 million) during the year.

 

Total operating costs, ignoring bad debt provisions, are US$3.8 million (2020:
US$3.7 million). The Group has provided against management fees of US$0.7
million (2020: US$0.5 million) from the Designated Investment share class in
TAF.  In the Directors' view these amounts are fully recoverable however they
have concluded that it would be appropriate to carry a provision against these
receivables as the timing of the receipts should match the exit from the
investments in this share class.

 

Overall, the financial statements show an operating loss for the year of
US$0.2 million (2020: operating loss US$0.9 million) and a profit before tax
of US$0.3 million (2020: profit before tax of US$1.7 million) reflecting the
realised and unrealised loss on current asset investments of US$0.6 million
(2020: unrealised gain of US$1.5 million) and interest income of $1.1 million
(2020: $1.0 million).

 

At the year end, the Group had net assets of US$23.1 million (2020: US$22.8
million) and net current assets of US$9.1 million (2020: US$8.8 million)
including cash reserves of US$1.7 million (2020: US$0.7 million). The
Directors are not declaring a final dividend.

 

Net assets include investment in TAF at fair value of US$6.1 million (2020:
US$6.8 million).

 

At the year end, The Argo Fund owed the Group total management and performance
fees of US$2.6 million (31 December 2020: US$1.0 million). The Group received
$1.3 million of these fees in January 2022. The remaining fees of $1.3 million
relates to the Designated Investment share class which will be paid when the
investments are sold and against which a full provision has been made in these
financial statements.

 

The Argo Funds ended the year with Assets under Management ("AUM") at US$122.6
million (2020: US$119.1). The current level of AUM remains below that required
to ensure sustainable profits on a recurring management fee basis in the
absence of performance fees. This has necessitated an ongoing review of the
Group's cost basis. Nevertheless, the Group has ensured that the operational
framework remains intact and that it retains the capacity to manage additional
fund inflows as and when they arise.

 

The number of permanent employees of the Group at 31 December 2021 was 18
(2020: 20).

 

Fund performance

 

 Fund                         Launch                        2021        2020         Since inception                                  Sharpe         Down

                                 Date                       Year        Year                             Annualised performance        ratio        months

                                                            Total       Total
                                                               %           %            %               CAGR %
 The Argo Fund:
 A class                      Oct-00                      5.29        5.53        260.39                6.95                         0.49          83 of 255
 X2 class                     Feb-21                      11.86       NA          11.86                 NA                           NA            3 of 11
 Designated Investment class  Jan-20                      5.45        84.61       94.67                 NA                           NA            NA

 

 

2021 was a demanding year for many but was particularly challenging for
investors in fixed income. The anticipation of additional fiscal stimulus in
the United States following the election of President Biden and optimism about
the global economic recovery led to a rise in long-term US Treasury yields in
the first quarter. However, as the year progressed, uncertainty stemming from
the outbreak of new Covid-19 strains impacted sentiment, leading to a decline
in 30-year yields from a peak of 2.45% to 1.67% at the beginning of December.

The US Federal Reserve began tapering its massive asset purchase program in
November 2021 but, against a background of rising inflation and robust
economic activity, switched towards a more hawkish stance at its year-end
meeting. The US Federal Reserve announced that it would accelerate the
tapering timeline to a pace that would end the program altogether in March
2022, ahead of the initial target, and opened the door to rises in the federal
funds rate as soon as tapering wound down. Over the course of the last several
months, the market had already brought forward rate hike expectations, leading
to a flattening of the yield curve and renewed strength in the US dollar.

 

Emerging markets were not spared against this difficult background. US dollar
sovereign debt was down around 2% in 2021 but local currency debt fared worse,
falling approximately 9%. Not only were EM countries handicapped by restricted
access to Covid-19 vaccines and limited access to funding, but they were also
hit by rising yields and weaker currencies as central banks began the process
of policy normalization and commenced tightening cycles in an effort to
stabilize inflation expectations. In the end, 2021 marked the worst year for
local currency debt since 2015. Emerging markets corporates were the lone
bright spot across emerging markets debt, eking out a positive gain on the
year and outperforming hard currency sovereigns for the second consecutive
year. In general, corporates benefited from a shorter duration profile and
reasonably strong corporate balance sheets, while the sharp sell-off in the
real estate sector in China has not - so far at least- been contagious.

 

Against this backdrop, The Argo Fund recorded a creditable performance. The
Net Asset Value of the Class A shares rose by 5.3% last year, from US$342.26
to US$360.39, broadly similar to the increase recorded in 2020. The major
positive contributions to this performance came from corporate bonds in the
resources sector whilst the main detractors were sovereign bonds, thus broadly
reflecting the trends described above. The NAV of the X2 Class, which was
launched in February 2021 and is a carve-out of the TAF distressed debt
strategy, rose by 11.86% in the period up to December. It is currently funded
internally but efforts are being made to market this share class to external
investors. The Designated Investment units - holding a position in distressed
sovereign debt - trod water as progress on debt restructuring was held up by
domestic political strife. These units rose by 5.45% during 2021.

 

Dividends

 

The Directors are not declaring a final dividend but intend to restart
dividend payments as soon as the Group's performance provides a consistent
track record of profitability.

 

Subsequent event

In February 2022, the Ukraine-Russia crisis deteriorated, and the current
conflict could adversely impact the Group. A loss of rental income and/or
physical damage to Riviera Shopping City in Odessa, Ukraine would hinder the
repayment of the loan receivable from Argo Real Estate LP. The maximum
exposure for the loan at year end was US$13.6 million (note 12).

 

Management is monitoring the situation closely and does not expect that the
uncertain situation in Ukraine will affect the Group's ability to continue in
business for the foreseeable future.

 

 

Outlook

As previously stated, a significant increase in AUM is still required to
ensure sustainable profits on a recurring management fee basis. The Group is
well placed with capacity to absorb such an increase in AUM with negligible
impact on operational costs.

 

Raising AUM remains Argo's top priority over the coming year. The Group's
marketing efforts continues to focus on TAF which has 21 years of track
record. However, the Group continues to seek opportunities to increase AUM
either through existing fund structures or by identifying external partners
with whom to cooperate.

 

Over the longer term, the Board believes there is significant opportunity for
growth in assets and profits and remains committed to ensuring the Group's
investment management capabilities and resources are appropriate to meet its
key objective of achieving a consistent positive investment performance in
the emerging markets sector.

 

Independent Auditor's Report

 

To the Members of Argo Group Limited

 

Report on the Audit of the Financial Statements

 

Opinion

 

We have audited the consolidated financial statements of Argo Group Limited
(the "Company"), and its subsidiaries (together with the Company "the Group"),
which comprise the consolidated statement of financial position as at 31
December 2021, and the statements of profit or loss and other comprehensive
income, changes in equity and cash flows for the year then ended, and notes to
the consolidated financial statements, including a summary of significant
accounting policies.

 

In our opinion, the accompanying consolidated financial statements give a true
and fair view of the financial position of the Group as at 31 December 2021,
and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRSs) as adopted
by the IASB.

 

Basis for Opinion

 

We conducted our audit in accordance with International Standards on Auditing
(ISAs). Our responsibilities under those standards are further described in
the Auditor's Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Group in accordance with the
International Ethics Standards Board for Accountants' Code of Ethics for
Professional Accountants (IESBA Code) and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

 

Emphasis of Matter

 

We draw attention to note 21 of the financial statements which describes the
uncertainty related to the impact the war in Ukraine will have on the loan
receivable from Argo Real Estate LP. Our opinion is not modified in respect of
this matter.

 

Key Audit Matters

 

This section of our auditor's report is intended to describe the matters
selected from those communicated with those charged with governance that, in
our professional judgment, were of most significance in our audit of the
consolidated financial statements. We have determined that there are no such
matters to report.

 

Other information

 

The Board of Directors is responsible for the other information. The other
information comprises the following:

·     Chairman's statement

·     Director's report

·     Statement of Director's Responsibilities in respect of the
consolidated financial statements

 

Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

 

Responsibilities of the Board of Directors for the Consolidated Financial
Statements

 

The Board of Directors is responsible for the preparation of financial
statements that give a true and fair view in accordance with International
Financial Reporting Standards as adopted by the IASB, and for such internal
control as the Board of Directors determines is necessary to enable the
preparation of financial statements that are free from material misstatement,
whether due to fraud or error.

 

In preparing the consolidated financial statements, the Board of Directors is
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends
to liquidate the Group or to cease operations, or has no realistic alternative
but to do so.

 

The Board of Directors is responsible for overseeing the Group's financial
reporting process.

 

Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements

 

Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs will
always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial
statements.

 

As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:

 

·     Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal
control.

·     Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Group's internal control.

·     Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
Board of Directors.

·    Conclude on the appropriateness of the Board of Directors' use of the
going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Group to
cease to continue as a going concern.

·     Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves a true and fair view.

·     We communicate with the Board of Directors regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.

·     We also provide the Board of Directors with a statement that we
have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable,
related safeguards.

·    From the matters communicated with the Board of Directors, we
determine those matters that were of most significance in the audit of the
financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication

 

Other Matter

 

This report, including the opinion, has been prepared for and only for the
Company's members as a body and for no other purpose.  We do not, in giving
this opinion, accept or assume responsibility for any other purpose or to any
other person to whose knowledge this report may come to.

 

The engagement partner on the audit resulting in this independent auditor's
report is Maria Kaffa.

 

 

 

 

Maria Kaffa

Certified Public Accountant and Registered Auditor

for and on behalf of

Baker Tilly Klitou and Partners Ltd

Certified Public Accountants and Registered Auditors

Corner C Hatzopoulou & 30 Griva Digheni Avenue

CY-1066 Nicosia

Cyprus

Nicosia, 16 March 2022

 

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2021

                                                                                     Year ended       Year ended
                                                                                     31 December      31 December
                                                                                     2021             2020
                                                                            Note     US$'000          US$'000

 Management fees                                                                     2,548            2,569
 Performance fees                                                                    1,582            457
 Other income                                                                        252              264
 Revenue                                                                    2(e), 3  4,382            3,290

 Legal and professional expenses                                                     (411)            (511)
 Management and incentive fees payable                                               (312)            (207)
 Operational expenses                                                                (698)            (661)
 Employee costs                                                             4        (2,220)          (2,161)
 Foreign exchange (loss)/gain                                                        (8)              64
 Bad debts                                                                  11       (740)            (484)
 Depreciation                                                               9        (186)            (198)
 Operating loss                                                             6        (193)            (868)

 Interest income                                                                     1,091            1,022
 Realised and unrealized (losses)/gains on investments                               (600)            1,514
 Profit on ordinary activities before taxation                              3        298              1,668

 Taxation                                                                   7        -                -
 Profit for the year after taxation attributable to members of the Company  8        298              1,668

 Other comprehensive income
 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations                           (31)             (123)
 Total comprehensive income for the year                                             267              1,545

 

                                   Year ended       Year ended
                                   31 December      31 December
                                   2021             2020

                                   US$              US$
 Earnings per share (basic)    8   0.01             0.04
 Earnings per share (diluted)  8   0.01             0.04

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2021

 

                                                              At 31 December 2021      At 31 December 2020
                                                        Note  US$'000                  US$'000
 Assets

 Non-current assets
 Land, fixtures, fittings and equipment                 9     290                      484
 Loans and advances receivable                          12    13,641                   13,645
 Total non-current assets                                     13,931                   14,129

 Current assets
 Financial assets at fair value through profit or loss  10    6,098                    6,818
 Loan and advances receivable                           12    122                      13
 Trade and other receivables                            11    1,453                    1,669
 Cash and cash equivalents                                    1,709                    675
 Total current assets                                         9,382                    9,175

 Total assets                                           3     23,313                   23,304

 Equity and liabilities

 Equity
 Issued share capital                                   13    390                      390
 Share premium                                                25,353                   25,353
 Revenue reserve                                              420                      122
 Foreign currency translation reserve                   2(d)  (3,086)                  (3,055)
 Total equity                                                 23,077                   22,810

 Current liabilities
 Trade and other payables                               15    236                      415
 Taxation payable                                       7     -                        -
 Total current liabilities                              3     236                      415

 Non-current Liabilities
 Trade and other payables                               15    -                        79
 Total non-current liabilities                                -                        79

 Total equity and liabilities                                 23,313                   23,304

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

YEAR ENDED 31 DECEMBER 2021

 

                                                                                                                    Foreign currency translation reserve

                                     Issued share capital

                                                               Share premium             Revenue reserve

                                                                                                                                                           Total
                                     2020                      2020                      2020                      2020                                    2020
                                     US$'000                   US$'000                   US$'000                   US$'000                                 US$'000
 Restated at 1 January 2020          390                       25,353                    (1,546)                   (2,932)                                 21,265

 Total comprehensive income
 Profit for the year after taxation  -                         -                         1,668                     -                                       1,668
 Other comprehensive income          -                         -                         -                         (123)                                   (123)

 At 31 December 2020                 390                       25,353                    122                       (3,055)                                 22,810

 

 

                                                                                               Foreign currency translation reserve

                                     Issued share capital

                                                            Share premium   Revenue reserve

                                                                                                                                      Total
                                     2020                   2020            2020              2020                                    2020
                                     US$'000                US$'000         US$'000           US$'000                                 US$'000
 At 1 January 2021                   390                    25,353          122               (3,055)                                 22,810

 Total comprehensive income
 Profit for the year after taxation  -                      -               298               -                                       298
 Other comprehensive income          -                      -               -                 (31)                                    (31)

 As at 31 December 2021              390                    25,353          420               (3,086)                                 23,077

 

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED 31 DECEMBER 2021

 

                                                                              Year ended       Year ended
                                                                              31 December      31 December
                                                                              2021             2020
                                                                        Note  US$'000          US$'000

 Net cash inflow/(outflow) from operating activities                    15    213              (515)

 Cash flows from investing activities
 Interest received on cash and cash equivalents                               1                3
 Disposal of financial assets at fair value through profit or loss      10

                                                                              1,105            11,797
 Loan investments                                                       12    -                (11,200)
 Purchase of fixtures, fittings and equipment                           9     (1)              -
 Net cash generated from investing activities                                 1,105            600

 Cash flows from financing activities
 Payment of lease liabilities                                           2(n)  (251)            (191)
 Net cash used in financing activities                                        (251)            (191)

 Net increase/(decrease) in cash and cash equivalents                         1,067            (106)

 Cash and cash equivalents at 1 January 2021 and                              675              863

     1 January 2020

 Foreign exchange loss on cash and cash                                       (33)             (82)

     Equivalents

 Cash and cash equivalents as at 31 December 2021 and 31 December 2020        1,709            675

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2021

 

1.       CORPORATE INFORMATION

 

         The Company is domiciled in the Isle of Man under the
Companies Act 2006. Its registered office is at 33-37 Athol Street, Douglas,
Isle of Man, IM1 1LB and the principal place of business is at 24-25 New Bond
Street, London, W1S 2RR. The principal activity of the Company is that of a
holding company and the principal activity of the wider Group is that of an
investment management business. The functional currencies of the Group
undertakings are US dollars, Sterling, Euros and Romanian Lei. The
presentational currency is US dollars. The Group has 18 (2020: 20) employees.

 

         Wholly owned
subsidiaries
     Country of incorporation

 Argo Capital Management Limited                               United Kingdom
 Argo Property Management Srl                                  Romania

2.       ACCOUNTING POLICIES

 

(a)     Accounting convention

         These consolidated financial statements have been prepared on
a historical cost basis, except for the revaluation of certain financial
instruments, and in accordance with International Financial Reporting
Standards, as adopted by the EU.

 

          Going concern

The financial statements have been prepared on a going concern basis which
assumes that the Group will be able to meet its liabilities as they fall due
for the foreseeable future.

 

The Directors have carried out a rigorous assessment of all the factors
affecting the business in deciding to adopt the going concern basis for the
preparation of the accounts. They have reviewed and examined the Group's
financial and other processes including the annual budgeting process and
expect the Group to have sufficient cash resources available in the
foreseeable future. This has included the preparation of forecast financial
information focussed on cash flow requirements through to at least March 2022.
These forecasts reflect current cost patterns of the Group and take into
consideration current liquidity constraints of funds under management and
therefore their ability to settle management fees and other receivables (refer
to notes 11 and 12).

 

On the basis of review of this forecast financial information, the liquid
assets currently held and forecast inflows during the period, the Directors
are confident that the Group has adequate financial resources available to
continue in operational existence for the foreseeable future and therefore
continue to adopt the going concern basis for preparing the consolidated
financial statements.

 

The Directors have therefore concluded that it is appropriate to prepare the
consolidated financial statements on a going concern basis.

 

(b)     Basis of consolidation

         The consolidated financial statements incorporate the
financial statements of the Company and its subsidiaries. Subsidiaries are
consolidated from the date upon which control is transferred to the Company
and cease to be consolidated from the date upon which control is transferred
from the Company.

 

         Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used into line
with those used by the Company. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.

 

(c)     Business combinations

         The acquisition of subsidiaries is accounted for using the
acquisition method. The cost of the acquisition is measured at the aggregate
of the fair values, at the date of exchange, of assets given, liabilities
incurred or assumed and equity instruments issued by the Group in exchange for
control of the acquiree, plus any costs directly attributable to the business
combination. The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are
recognised at their fair value at the acquisition date.

 

         Goodwill

         Goodwill arising on the consolidation represents the excess
of the cost of the acquisition over the Company's interest in the fair value
of the identifiable assets and liabilities of a subsidiary at the date of
acquisition. Any excess of the Company's interest in the fair value of the
identifiable assets and liabilities over the cost of the acquisition (negative
goodwill) is immediately recognised in the Consolidated statement of profit or
loss. Goodwill is initially recognised as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses. Goodwill which is
recognised as an asset is reviewed at least annually for impairment. Any
impairment is recognised immediately in the Consolidated statement of profit
or loss.

 

         Impairment of intangible assets

                  At each reporting date the Group reviews
the carrying amounts of its intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss, if any.

 

         Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have been
adjusted.

 

                  If the recoverable amount of an asset is
estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. An impairment loss is recognised
as an expense immediately, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation
decrease.

 

(d)     Foreign currency translation

The consolidated financial statements are expressed in US dollars.
Transactions denominated in currencies other than US dollars have been
translated at the rate of exchange prevailing at the date of the
transaction.  Assets and liabilities in other currencies are translated to US
dollars at the rates of exchange prevailing at the reporting date. The
resulting profits or losses are reflected in the Consolidated statement of
profit or loss.

 

For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for the year. Exchange differences
arising, if any, are classified as equity and transferred to the Group's
foreign currency translation reserve.

 

(e)     Revenue

         Revenue is recognised to the extent that it is probable that
economic benefit will flow to the Group and the revenue can be reliably
measured.

 

         Management and incentive fees receivable

         The Group recognises revenue for providing management
services to funds. Revenue is accrued on a monthly basis on completion of
management services. In the Argo funds revenue is based on the assets under
management of each mutual fund.

 

         Incentive fees arise monthly, quarterly or on realisation of
an investment. Incentive fees are recognised in the month they arise.

 

(f)      Depreciation

Plant and equipment is initially recorded at cost and depreciated on a
straight-line basis over the expected useful lives of the assets, after taking
into account the assets' residual values, as follows:

 

Leasehold
                              20% per annum

Fixtures and
fittings
33 1/3% per annum

Office
equipment
33 1/3% per annum

Computer equipment and
software
33 1/3% per annum

 

(g)     IFRS 9 ''Financial instruments''

 

                  The standard requires debt financial assets
to be classified into two measurement categories: those to be measured
subsequently at fair value (either through other comprehensive income (FVOCI)
or through profit or loss (either FVTPL or FVPL) and those to be measured at
amortized cost. The determination is made at initial recognition. For debt
financial assets the classification depends on the entity's business model for
managing its financial instruments and the contractual cash flows
characteristics of the instruments. For equity financial assets it depends on
the entity's intentions and designation.

 

                  In particular, assets that are held for
collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Assets that
are held for collection of contractual cash flows and for selling the
financial assets, where the assets' cash flows represent solely payments of
principal and interest, are measured at fair value through other comprehensive
income. Lastly, assets that do not meet the criteria for amortised cost or
fair value through other comprehensive income are measured at fair value
through profit or loss.

 

         For investments in equity instruments that are not held for
trading, the classification depends on whether the entity has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income. If no such
election has been made or the investments in equity instruments are held for
trading they are required to be classified at fair value through profit or
loss.

 

         IFRS 9 also introduces a single impairment model applicable
for debt instruments at amortised cost and fair value through other
comprehensive income and removes the need for a triggering event to be
necessary for recognition of impairment losses. The new impairment model under
IFRS 9 requires the recognition of allowances for doubtful debts based on
expected credit losses (ECL), rather than incurred credit losses as under IAS
39. The standard further introduces a simplified approach for calculating
impairment on trade receivables as well as for calculating impairment on
contract assets and lease receivables; which also fall within the scope of the
impairment requirements of IFRS 9.

 

         Financial liabilities are initially recognised at fair value
and classified as subsequently measured at amortised cost, except for (i)
financial liabilities at FVTPL: this classification is applied to derivatives,
financial liabilities held for trading (e.g. short positions in securities),
contingent consideration recognised by an acquirer in a business combination
and other financial liabilities designated as such at initial recognition and
(ii) financial guarantee contracts and loan commitments. A financial liability
is derecognised when the obligation under the liability is discharged or
cancelled or expires.

 

(h)     Trade date accounting

 

                  All 'regular way' purchases and sales of
financial assets are recognised on the 'trade date', i.e. the date that the
entity commits to purchase or sell the asset. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of the asset
within the time frame generally established by regulation or convention in the
market place.

 

(i)      Financial instruments

 

Financial assets - Classification

 

                  The Group classifies its financial assets
in the following measurement categories:

 

·     those to be measured subsequently at fair value (either through OCI
or through profit or loss), and

·     those to be measured at amortised cost

 

                  The classification and subsequent
measurement of debt financial assets depends on: (i) the Group's business
model for managing the related assets portfolio and (ii) the cash flow
characteristics of the asset. On initial recognition, the Group may
irrevocably designate a debt financial asset that otherwise meets the
requirements to be measured at amortized cost or at FVOCI at FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would
otherwise arise.

 

                  All other financial assets are classified
as measured at FVTPL.

                  For assets measured at fair value, gains
and losses will either be recorded in profit or loss or OCI. For investments
in equity instruments that are not held for trading, this will depend on
whether the Group has made an irrevocable election at the time of initial
recognition to account for the equity investment at fair value through other
comprehensive income (FVOCI).

 

Currently the Group holds only investments which have been classified as
financial assets at fair value through profit or loss. Investments held at
fair value in managed mutual funds are valued at fair value of the net assets
as provided by the administrators of those funds. Where funds contain level 3
assets the Directors will consider the carrying value based on information
regarding future expected cash flows using appropriate valuation techniques
such as discounted cash flow analysis. Investment in the management shares of
The Argo Fund Limited is stated at fair value, being the recoverable amount.

 

          Financial assets - Measurement

At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVTPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVTPL are expensed in profit or loss. Fair value at initial
recognition is best evidenced by the transaction price. A gain or loss on
initial recognition is only recorded if there is a difference between fair
value and transaction price which can be evidenced by other observable current
market transactions in the same instrument or by a valuation technique whose
inputs include only data from observable markets.

Financial assets ‑ impairment ‑ credit loss allowance for ECL

The Group assesses on a forward‑looking basis the ECL for debt instruments
(including loans) measured at Amortized Cost and FVOCI and with the exposure
arising from loan commitments and financial guarantee contracts. The Group
measures ECL and recognises credit loss allowance at each reporting date. The
measurement of ECL reflects: (i) an unbiased and probability weighted amount
that is determined by evaluating a range of possible outcomes, (ii) time value
of money and (iii) all reasonable and supportable information that is
available without undue cost and effort at the end of each reporting period
about past events, current conditions and forecasts of future conditions.

Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise
cash at bank. Cash and cash equivalents are carried at Amortized Cost because:
(i) they are held for collection of contractual cash flows and those cash
flows represent SPPI, and (ii) they are not designated at FVTPL.

Financial Liabilities

Financial liabilities are initially recognised at fair value and classified as
subsequently measured at amortised cost, except for (i) financial liabilities
at FVTPL: this classification is applied to derivatives, financial liabilities
held for trading (e.g. short positions in securities), contingent
consideration recognised by an acquirer in a business combination and other
financial liabilities designated as such at initial recognition and (ii)
financial guarantee contracts and loan commitments.

 

(j)      Loans and borrowings

  Loans and borrowings are recognised initially at fair value, net of
transaction costs incurred. Loans and borrowings are subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in profit or loss over the period of
the borrowings, using the effective interest method, unless they are directly
attributable to the acquisition, construction or production of a qualifying
asset, in which case they are capitalised as part of the cost of that asset.
Loans and borrowings are classified as current liabilities, unless the Group
has an unconditional right to defer settlement of the liability for at least
twelve months after the statement of financial position date.

 

(k)     Current taxation

  Current tax assets and liabilities are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amounts are those enacted or substantively enacted by
the reporting date.

 

The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the Consolidated statement of
profit or loss because it excludes items of income or expense that are taxable
or deductible in other periods or because it excludes items that are never
taxable or deductible.

 

(l)      Deferred taxation

                  Deferred income tax is provided for using
the liability method on temporary timing differences at the reporting date
between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred tax liabilities are recognised in full
for all temporary differences. Deferred tax assets are recognised for all
deductible temporary differences, carried forward unused tax credits and
unused tax losses to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences and
carry-forward of unused tax credits and unused losses can be utilised.

 

         The carrying amount of deferred income tax assets is revalued
at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent
that is probable that future taxable profits will allow the deferred tax asset
to be recovered. Deferred income tax assets and liabilities are measured at
the tax rates that are expected to apply in the year when the asset is
realised or the liability settled, based on tax rates that have been enacted
or substantively enacted at the reporting date.

 (m)   Accounting estimates, assumptions and judgements

The preparation of the consolidated financial statements necessitates the use
of estimates, assumptions and judgements. These estimates, assumptions and
judgements affect the reported amounts of assets, liabilities and contingent
liabilities at the reporting date as well as affecting the reported income and
expenses for the year.  Although the estimates are based on management's
knowledge and best judgment of information and financial data, the actual
outcome may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that and prior periods, or in
the period of the revision and future periods if the revision affects both
current and future periods.

 

In the process of applying the Group's accounting policies, which are
described above, management has made best judgements of information and
financial data that have the most significant effect on the amounts recognised
in the consolidated financial statements:

-     Investments fair value

-     Management fees

-     Trade receivables

-     Going concern

-     Loans and advances

It has been assumed that, when available, the audited financial statements of
the funds under the Group's management will confirm the net asset values used
in the calculation of management and performance fees receivable.

(n)     Leases

 At inception of a contract, the Group assesses whether a contract is, or
 contains, a lease. A contract is, or contains, a lease if the contract conveys
 the right to control the use of an identified asset for a period of time in
 exchange for consideration. To assess whether a contract conveys the right to
 control the use of an identified asset, the Group assesses whether:
 the contract involves the use of an identified asset this may be specified
 explicitly or implicitly and should be physically distinct or represent
 substantially all of the capacity of a physically distinct asset. If the
 supplier has a substantive substitution right, then the asset is not
 identified;

 -   the Group has the right to obtain substantially all of the economic
 benefits from use of the asset throughout the period of use; and
 -   the Group has the right to direct the use of the asset. The Group has
 this right when it has the decision‑making rights that are most relevant to
 changing how and for what purpose the asset is used. In rare cases where the
 decision about how and for what purpose the asset is used is predetermined,
 the Group has the right to direct the use of the asset if either:
 -   the Group has the right to operate the asset; or
 -   the Group designed the asset in a way that predetermines how and for
 what purpose it will be used.
 At inception or on reassessment of a contract that contains a lease component,
 the Group allocates the consideration in the contract to each lease component
 on the basis of their relative stand‑alone prices. However, for the leases
 of land and buildings in which it is a lessee, the Group has elected not to
 separate non‑lease components and account for the lease and non‑lease
 components as a single lease component.

 The Group as lessee

The Group recognises a right‑of‑use asset and a lease liability at the
 lease commencement date. The right‑of‑use asset is initially measured at
 cost, which comprises the initial amount of the lease liability adjusted for
 any lease payments made at or before the commencement date, plus any initial
 direct costs incurred and an estimate of costs to dismantle and remove the
 underlying asset or to restore the underlying asset or the site on which it is
 located, less any lease incentives received.

The right‑of‑use asset is subsequently depreciated using the
 straight‑line method from the commencement date to the earlier of the end of
 the useful life of the right‑of‑use asset or the end of the lease term.
 The estimated useful lives of right‑of‑use assets are determined on the
 same basis as those of property and equipment. In addition, the
 right‑of‑use asset is periodically reduced by impairment losses, if any,
 and adjusted for certain remeasurements of the lease liability.

 The lease liability is initially measured at the present value of the lease
 payments that are not paid at the commencement date, discounted using the
 interest rate implicit in the lease or, if that rate cannot be readily
 determined, the Group's incremental borrowing rate. Generally, the Group uses
 its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the
 following:
 -fixed payments, including in‑substance fixed payments;
 -variable lease payments that depend on an index or a rate, initially measured
 using the index or rate as at the commencement date;
 -amounts expected to be payable under a residual value guarantee; and
 -the exercise price under a purchase option that the Group is reasonably
 certain to exercise, lease payments in an optional renewal period if the Group
 is reasonably certain to exercise an extension option, and penalties for early
 termination of a lease unless the Group is reasonably certain not to terminate
 early.

 

 The lease liability is measured at amortised cost using the effective interest
 method. It is remeasured when there is a change in future lease payments
 arising from a change in an index or rate, if there is a change in the Group
 's estimate of the amount expected to be payable under a residual value
 guarantee, or if the Group changes its assessment of whether it will exercise
 a purchase, extension or termination option.

The right‑of‑use asset is subsequently depreciated using the
straight‑line method from the commencement date to the earlier of the end of
the useful life of the right‑of‑use asset or the end of the lease term.
The estimated useful lives of right‑of‑use assets are determined on the
same basis as those of property and equipment. In addition, the
right‑of‑use asset is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Generally, the Group uses
its incremental borrowing rate as the discount rate.

 Lease payments included in the measurement of the lease liability comprise the
 following:
 -fixed payments, including in‑substance fixed payments;
 -variable lease payments that depend on an index or a rate, initially measured
 using the index or rate as at the commencement date;
 -amounts expected to be payable under a residual value guarantee; and
 -the exercise price under a purchase option that the Group is reasonably
 certain to exercise, lease payments in an optional renewal period if the Group
 is reasonably certain to exercise an extension option, and penalties for early
 termination of a lease unless the Group is reasonably certain not to terminate
 early.

 

 

The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the Group
's estimate of the amount expected to be payable under a residual value
guarantee, or if the Group changes its assessment of whether it will exercise
a purchase, extension or termination option.

(o)     Financial instruments and fair value hierarchy

The following represents the fair value hierarchy of financial instruments
measured at fair value in the consolidated statement of financial position.
The hierarchy groups financial assets and liabilities into three levels based
on the significance of inputs used in measuring the fair value of the
financial assets and liabilities. The fair value hierarchy has the following
levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable
market data (unobservable inputs).

The level within which the financial asset or liability is classified is
determined based on the lowest level of significant input to the fair value
measurement.

 (p)    Future changes in accounting policies

 

IASB (International Accounting Standards Board) and IFRIC (International
Financial Reporting Interpretations Committee) have issued the following
standards and interpretations with an effective date after the date of these
financial statements:

 

(i)  Not adopted by the EU

 

 New/Revised International Financial Reporting Standards (IAS/IFRS)               Effective date - not yet endorsed by the EU
 Amendments to IAS 12 Presentation of Financial Statements: Classification of     1 January 2023
 Liabilities as Current or Non-current and Classification of Liabilities as
 Current or Non-current - Deferral of Effective Date (issued on 23 January 2020
 and 15 July 2020 respectively)
 Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice       8 July 2021
 Statement 2: Disclosure of Accounting policies (issued on 12 February 2021)
 Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and     1 January 2023
 Errors: Definition of Accounting Estimates (issued on 12 February 2021)
 Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and            1 January 2023
 Liabilities arising from a Single Transaction (issued on 7 May 2021)
 Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and    1 January 2023
 IFRS 9 - Comparative Information (issued on 9 December 2021)

 

 

 

The Directors do not expect the adoption of these standards and
interpretations to have a material impact on the Group's financial statements
in the period of initial application.

(q)     Dividends payable

Interim and final dividends are recognised when declared.

2.         SEGMENTAL ANALYSIS

 

The Group operates as a single asset management business. The operating
results of the companies set out in note 1 above are regularly reviewed by the
Directors for the purposes of making decisions about resources to be allocated
to each company and to assess performance. The following summary analyses
revenues, profit or loss, assets and liabilities:

                                                               Argo Capital Management (Cyprus) Limited                                                                               Year ended

                                              Argo Group Ltd                                             Argo Capital Management Limited   Argo Capital Management Property Limited   31 December
                                              2021             2021                                      2021                                           2021                          2021

                                              US$'000          US$'000                                   US$'000                           US$'000                                    US$'000

 Total revenues for reportable segments       -                -                                         4,130                             252                                        4,382
 Intersegment revenues                        -                -                                         -                                 -                                          -

 Total profit/(loss) for reportable segments  180              -                                         544                               (426)                                      298
 Intersegment profit/(loss)                   -                -                                         -                                 -                                          -

 Total assets for reportable segments         20,661           -                                         2,426                             226                                        23,313
 Total liabilities for reportable segments    28               -                                         185                               23                                         236

 

 

 Revenues, profit or loss, assets and liabilities may be reconciled as follows:                                                                                                        Year ended

                                                                                                                                                                                        31 December
                                                                                                                                                                                       2021
                                                                                                                                                                                       US$'000
 Revenues
 Total revenues for reportable segments                                                                                                                                                4,382
 Elimination of intersegment revenues                                                                                                                                                  -
 Group revenues                                                                                                                                                                        4,382

 Profit or loss
 Total profit for reportable segments                                                                                                                                                  298
 Other unallocated amounts                                                                                                                                                             (-)
 Profit on ordinary activities                                                                                                                                                         298

 Assets
 Total assets for reportable segments                                                                                                                                                  26,748
 Elimination of intersegment receivables                                                                                                                                               (3,435)
 Group assets                                                                                                                                                                          23,313

 Liabilities
 Total liabilities for reportable segments                                                                                                                                             3,671
 Elimination of intersegment payables                                                                                                                                                  (3,435)
 Group liabilities                                                                                                                                                                     236
                                                                Argo Capital Management (Cyprus) Limited                                                                               Year ended

                                              Argo Group Ltd                                              Argo Capital Management Limited   Argo Capital Management Property Limited   31 December
                                              2020              2020                                      2020                                           2020                          2020
                                              US$'000           US$'000                                   US$'000                           US$'000                                    US$'000

 Total revenues for reportable segments       30                -                                         3,025                             235                                        3,290
 Intersegment revenues                        -                 -                                         -                                 -                                          -

 Total profit/(loss) for reportable segments  2,850             (421)                                     (203)                             (558)                                      1,668
 Intersegment profit/(loss)                   352               (352)                                     -                                 -                                          -

 Total assets for reportable segments         21,472            8                                         1,541                             283                                        23,304
 Total liabilities for reportable segments    41                4                                         394                               55                                         494

 

 

 Revenues, profit or loss, assets and liabilities may be reconciled as follows:  Year ended

                                                                                  31 December
                                                                                 2020
                                                                                 US$'000
 Revenues
 Total revenues for reportable segments                                          3,290
 Elimination of intersegment revenues                                            -
 Group revenues                                                                  3,290

 Profit or loss
 Total profit for reportable segments                                            1,668
 Other unallocated amounts                                                       (-)
 Profit on ordinary activities                                                   1,668

 Assets
 Total assets for reportable segments                                            26,606
 Elimination of intersegment receivables                                         (3,302)
 Group assets                                                                    23,304

 Liabilities
 Total liabilities for reportable segments                                       3,796
 Elimination of intersegment payables                                            (3,302)
 Group liabilities                                                               494

 

 

4.      EMPLOYEE COSTS

                                                Year ended       Year ended
                                                31 December      31 December
                                                2021             2020
                                                US$'000          US$'000

 Wages and salaries -under employment contract  1,682            1,614
 Wages and salaries - under service contract    250              263

 Social security costs                          187              189
 Other                                          101              95
                                                2,220            2,161

 

5.      KEY MANAGEMENT PERSONNEL REMUNERATION

 

   Included in employee costs are payments to the following:

                                         Year ended       Year ended
                                         31 December      31 December
                                         2021             2020
                                         US$'000          US$'000

 Directors and key management personnel  1,051            989

 

          The remuneration of the Directors of the Company for the
year was as follows:

 

                                                                     Year ended   Year ended
                                                         Cash bonus  31 December  31 December

                          Salaries   Fees     Benefits               2021         2020
                          US$'000    US$'000  US$'000    US$'000     US$'000      US$'000
 Executive Directors
 Kyriakos Rialas          225        -        -          -           225          217
 Andreas Rialas           218        -        15         -           233          216

 Non-Executive Directors
 Michael Kloter           -          56       -          -           56           55
 David Fisher             -          34       -          -           34           32
 Ken Watterson            -          34       -          -           34           32

 

6.      OPERATING LOSS

 

Operating profit is stated after charging:

                                               Year ended       Year ended
                                               31 December      31 December
                                               2021             2020
                                               US$'000          US$'000

 Auditors' remuneration                        56               67
 Depreciation -owned assets                    7                10
 Depreciation - right of use assets            189              187
 Directors' fees and key management personnel  1,051            989
 Rent expense                                  33               18

 

7.      TAXATION

 

         Taxation rates applicable to the parent company and the UK,
and Romanian subsidiaries range from 0% to 19% (2020: 0% to 19%).

 

         Consolidated statement of profit or loss

                                                  Year ended       Year ended
                                                  31 December      31 December
                                                  2021             2020
                                                  US$'000          US$'000

 Taxation charge for the year on Group companies  -                -
 Tax on profit on ordinary activities             -                -

 

The tax charge for the year can be reconciled to the profit on ordinary
activities before taxation shown in the consolidated statement of profit or
loss as follows:

 

                                                                 Year ended       Year ended
                                                                 31 December      31 December
                                                                 2021             2020
                                                                 US$'000          US$'000

 Profit before tax                                               298              1,668

 Applicable Isle of Man tax rate for Argo Group Limited of 0%    -                -
 Timing differences                                              (3)              (2)
 Non-deductible expenses                                         2                1
 Other adjustments                                               (108)            55
 Tax effect of different tax rates of subsidiaries operating in  109              (54)

 other jurisdictions
 Tax charge                                                      -                -

 

         Consolidated statement of financial position

                                     At 31 December      At 31 December
                                     2021                2020
                                     US$'000             US$'000

 Corporation tax payable/receivable  -                   -

 

8.      EARNINGS PER SHARE

The Company presents basic and diluted earnings per share (EPS) data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is
determined by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares
outstanding, adjusted for the effects of all dilutive potential ordinary
shares (see note 20).

 

                                                                            Year ended       Year ended
                                                                            31 December      31 December
                                                                            2021             2020
                                                                            US$'000          US$'000

 Profit for the year after taxation attributable to members                 298              1,668

                                                                            No. of           No. of

                                                                            Shares           Shares

 Weighted average number of ordinary shares for basic earnings              38.959,986       38,959,986

   per share
 Effect of dilution (note 20)                                               3,895,998        4,340,000
 Weighted average number of ordinary shares for diluted earnings per share  42,855,984       43,299,986

 

                               Year ended       Year ended
                               31 December      31 December
                               2021             2020
                               US$              US$

 Earnings per share (basic)    0.01             0.04
 Earnings per share (diluted)  0.01             0.04

 

 

9.      LAND, FIXTURES, FITTINGS AND EQUIPMENT

 

                                 Right of use asset  Fixtures, fittings & equipment      Land     Total
                                 US$'000             US$'000                             US$'000  US$'000
 Cost
 At 1 January 2020               808                 260                                 179      1,247
 Additions                       -                   -                                   -        -
 Disposals                       -                   -                                   -        -
 Foreign exchange movement       25                  6                                   17       48
 At 31 December 2020             833                 266                                 196      1,295
 Additions                       -                   1                                   -        1
 Disposals                       (92)                (62)                                -        (154)
 Foreign exchange movement       (9)                 (4)                                 (14)     (27)
 At 31 December 2021             732                 201                                 182      1,115

 Accumulated Depreciation
 At 1 January 2020               344                 242                                 -        586
 Depreciation charge for period  188                 10                                  -        198
 Disposals                       -                   -                                   -        -
 Foreign exchange movement       23                  4                                   -        27
 At 31 December 2020             555                 256                                 -        811
 Depreciation charge for period  179                 7                                   -        186
 Disposals                       (92)                (62)                                -        (154)
 Foreign exchange movement       (8)                 (10)                                -        (18)
 At 31 December 2021             634                 191                                 -        825

 Net book value
 At 31 December 2020             278                 10                                  196      484
 At 31 December 2021             98                  10                                  182      290

 

 

 

 

10.     FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

                                           31 December      31 December
                                           2021             2021
 Holding  Investment in management shares  Total cost       Fair value
                                           US$'000          US$'000

 10       The Argo Fund Ltd                -                -
                                           -                -

 

 Holding  Investment in ordinary shares  Total cost      Fair value
                                         US$'000         US$'000

 16,920   The Argo Fund Ltd*             4,648           6,098
                                         4,648           6,098

 

                                           31 December      31 December
                                           2020             2020
 Holding  Investment in management shares  Total cost       Fair value
                                           US$'000          US$'000

 10       The Argo Fund Ltd                -                -
                                           -                -

 

 Holding  Investment in ordinary shares  Total cost      Fair value
                                         US$'000         US$'000

 20,061   The Argo Fund Ltd*             5,511           6,818
                                         5,511           6,818

 

*Classified as current in the consolidated statement of financial position

 

 

 

11.     TRADE AND OTHER
RECEIVABLES

                                                      At 31 December      At 31 December
                                                      2021                2020
                                                      US$ '000            US$ '000

 Trade receivables - Gross                            2,814               1,291
 Less: provision for impairment of trade receivables  (1,499)             (780)
 Trade receivables - Net                              1,315               512
 Other receivables                                    34                  1,061
 Prepayments and accrued income                       99                  95
                                                      1,448               1,669

The Directors consider that the carrying amount of trade and other receivables
approximates their fair value. All trade receivable balances are either
recoverable within one year from the reporting date or are fully provided for.
Since the year end the Group received US$1.3million in full settlement of
these trade receivables.

 

 

The movement in the Group's provision for impairment of trade and loan
receivables is as follows:

 

 

                                    At 31 December      At 31 December
                                    2021                2020
                                    US$ '000            US$ '000

 As at 1 January                    14,101              12,405
 Bad debt recovered                 -                   -
 Provision charged during the year  740                 484
 Foreign exchange movement          (589)               1,212
 As at 31 December                  14,252              14,101

 

At year end, the provision for impairment of loan receivables related to
balances previously owed by Argo Real Estate Opportunities Fund Limited for
US$12.8 million (2020: US$13.3 million). During the year, Argo Real Estate
Opportunities Fund Limited was put into voluntary liquidation and its balance
payable to Argo Group Limited was transferred to Argo Real Estate Limited
Partnership "ARE LP" (note 16)

 

12.       LOANS AND ADVANCES RECEIVABLE

                                                       At 31 December       At 31 December
                                                      2021                  2020
                                                      US$'000               US$'000

 Deposits on leased premises - current                122                                                     13
 Deposits on leased premises - non-current            -                                                      111

                                                                                      9
 Other loans and advances receivable - current        -                     -

 Other loans and advances receivable - non-current    13,641                13,534

                                                      13,763                13,658

 

        The deposits on leased premises relate to the Group's offices
in London and Romania.

 

Other loans and advances receivable relates to a loan for $11.2 million
(€10.2 million) made in February 2020 by Argo Group Limited to ARE LP, an
entity that is 100% owned by Andreas Rialas. The loan carries an interest rate
of 9%.

 

The Group also has a balance receivable for $12.8 million (€11.2 million)
from ARE LP (note 11). The carrying value of this balance is $nil.

 

 

 

13.     SHARE CAPITAL

 

      The Company's authorised share capital is unlimited ordinary shares
with a nominal value of US$0.01.

 

                                  31 December  31 December  31 December  31 December
                                  2021         2021         2020         2020
                                  No.          US$'000      No.          US$'000
 Issued and fully paid
 Ordinary shares of US$0.01 each  38,959,986   390          38,959,986   390
                                  38,959,986   390          38,959,986   390

 

The Directors do not recommend the payment of a final dividend for the year
ended 31 December 2021 (31 December 2020: US$nil).

 

14.     TRADE AND OTHER PAYABLES

                                         At 31 December                     At 31 December
                                         2021                               2020
                                         US$ '000                           US$ '000

 Trade creditors                         37                                 118
 Other creditors and accruals            199                                297
 Total current trade and other payables  236                                415

 

      Trade creditors are normally settled on 30-day terms.

                                             At 31 December                     At 31 December
                                             2021                               2020
                                             US$ '000                           US$ '000

 Other creditors and accruals                -                                  79
 Total non-current trade and other payables  -                                  79

 

 

15.     RECONCILIATION OF NET CASH OUTLOW FROM OPERATING ACTIVITIES
TO

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

 

                                                                 Year ended       Year ended
                                                                 31 December      31 December
                                                                 2021             2020
                                                                 US$ '000         US$ '000

 Profit on ordinary activities before taxation                   298              1,668

 Interest income                                                 (1,091)          (1,022)
 Depreciation                                                      186            198
 Provision for bad debts                                         740              484
 (Decrease)/increase in payables                                 (8)              (38)
 (Increase)/decrease in receivables                              (519)            (201)
 Decrease/(increase) in fair value of current asset investments  599              (1,520)
 Net foreign exchange (gain)/loss                                8                (64)
 Income taxes paid                                               -                (20)
 Net cash inflow/(outflow) from operating activities             213              (515)

 

 

16.       RELATED PARTY TRANSACTIONS

 

All Group revenues derive from funds or entities in which two of the Company's
directors, Andreas Rialas and Kyriakos Rialas, have an influence through
directorships and the provision of investment services.

 

At the reporting date the Company holds an investment in The Argo Fund
Limited. This investment is reflected in the consolidated financial statements
at a fair value of US$6.1 million (31 December 2020: US$6.8 million).

 

           At the year end, the Group was owed $13.6 million (note
12) by ARE LP, an entity that is 100% owned by Andreas Rialas. This balance
relates to a loan made to ARE LP in February 2020 that was lent onwards for
the refinancing of Riviera Shopping City in Odessa, Ukraine. The Group has a
fixed charge security on the back to back loan in ARE LP. The loan carries an
interest rate of 9% per annum.

 

During the year, a balance owed by Argo Real Estate Opportunities Fund Limited
for US$12.8 million (€11.2 million) (31 December 2020: US$13.3 million
(€11.2 million)) was assigned to Argo Real Estate Limited Partnership. These
balances are carried at US$ nil (31 December 2020: US$ nil) in the financial
statements.

 

 

17.     FINANCIAL INSTRUMENTS RISK MANAGEMENT

 

(a)  Use of financial instruments

                The wider Group has maintained sufficient cash
reserves not to use alternative financial instruments to finance the Group's
operations. The Group has various financial assets and liabilities such as
trade and other receivables, loans and advances, cash, short-term deposits,
and trade and other payables which arise directly from its operations.

 

                The Group's non-subsidiary investments in funds
were entered into with the purpose of providing seed capital, supporting
liquidity and demonstrating the commitment of the Group towards its fund
investors.

 

(b)  Market risk

                Market risk is the risk that a decline in the
value of assets adversely impacts on the profitability of the Group, either as
a result of an asset not meeting its expected value or through the decline of
assets under management generating lower fees. The principal exposures of the
Group are in respect of its seed investments in its own funds (refer to note
10). Lower management fee and incentive fee revenues could result from a
reduction in asset values.

 

(c)  Capital risk management

         The primary objective of the Group's capital management is to
ensure that the Company has sufficient cash and cash equivalents on hand to
finance its ongoing operations. This is achieved by ensuring that trade
receivables are collected on a timely basis and that excess liquidity is
invested in an optimum manner by placing fixed short-term deposits or using
interest bearing bank accounts.

 

                   At the year-end cash balances were held
at Royal Bank of Scotland and Banca Transilvana.

 

(d)  Credit/counterparty risk

         The Group will be exposed to counterparty risk on parties
with whom it trades and will bear the risk of settlement default. Credit risk
is concentrated in the funds under management and in which the Group holds
significant investments as detailed in notes 10, 11 and 12. As explained
within these notes the Group is experiencing collection delays with regard to
management fees receivable and monies advanced. Some of the investments in
funds under management (note 10) are illiquid and may be subject to events
materially impacting recoverable value.

 

         The Group's principal financial assets are bank and cash
balances, trade and other receivables and investments held at fair value
through profit or loss. These represent the Company's maximum exposure to
credit risk in relation to financial assets and are represented by the
carrying amount of each financial asset in the statement of financial
position.

         At the reporting date, the financial net assets past due but
not impaired amounted to US$nil (2020: US$nil).

 

e)   Liquidity risk

      Liquidity risk is the risk that the Group may be unable to meet its
payment obligations. This would be the risk of insufficient cash resources and
liquid assets, including bank facilities, being available to meet liabilities
as they fall due.

 

      The main liquidity risks of the Group are associated with the need
to satisfy payments to creditors. Trade payables are normally on 30-day terms
(note 14).

 

      As disclosed in note 2(a), Accounting Convention: Going Concern,
the Group has performed an assessment of available liquidity to meet
liabilities as they fall due during the forecast period. The Group has
concluded that it has sufficient resources available to manage its liquidity
risk during the forecast period.

 

(f)   Foreign exchange risk

      Foreign exchange risk is the risk that the Group will sustain
losses through adverse movements in currency exchange rates.

 

      The Group is subject to short-term foreign exchange movements
between the calculation date of fees in currencies other than US dollars and
the date of settlement.  The Group holds cash balances in US Dollars,
Sterling, Romanian Lei and Euros with carrying amounts as follows: US dollar -
US$1.5 million, Sterling - US$0.09 million and Euros - US$0.06
million.

 

                   If there was a 5% increase or decrease in
the exchange rate between the US dollar and the other operating currencies
used by the Group at 31 December 2021 the exposure would be a profit or loss
to the Consolidated statement of comprehensive income of approximately
US$0.008 million (2020: US$0.004 million).

 

(g)  Interest rate risk

The interest rate profile of the Group at 31 December 2021 is as follows:

 

                                                                                                                                          Instruments on which no interest is receivable

                                   Total as per balance sheet   Variable interest rate instruments*   Fixed  interest rate instruments
                                   US$ '000                     US$ '000                              US$ '000                            US$ '000
 Financial Assets
 Financial assets at fair value    6,098                        -                                     -                                   6,098

   through profit or loss
 Loans and receivables             15,216                       111                                   13,641                              1,464
 Cash and cash equivalents         1,709                        -                                     -                                             1,709
                                   23,023                       111                                   13,641                              9,271

 Financial liabilities
 Trade and other payables          236                          -                                     124                                 112

* Changes in the interest rate may cause movements.

 

Any movement in interest rates would have an immaterial effect on the
profit/(loss) for the year.

 

The interest rate profile of the Group at 31 December 2020 is as follows:

 

                                                                                                                                          Instruments on which no interest is receivable

                                   Total as per balance sheet   Variable interest rate instruments*   Fixed  interest rate instruments
                                   US$ '000                     US$ '000                              US$ '000                            US$ '000
 Financial Assets
 Financial assets at fair value    6,818                        -                                     -                                   6,818

   through profit or loss
 Loans and receivables             15,327                       111                                   13,535                              1,681
 Cash and cash equivalents         675                          18                                    113                                           544
                                   22,820                       129                                   13,648                              9,043

 Financial liabilities
 Trade and other payables          494                          -                                     290                                 204

 

* Changes in the interest rate may cause movements.

 

The average interest rate at the year end was 0.02%. Any movement in interest
rates would have an immaterial effect on the profit/(loss) for the year.

 

 (h) Fair value

      The carrying values of the financial assets and liabilities
approximate the fair value of the financial assets and liabilities and can be
summarised as follows:

                                                           At 31 December      At 31 December
                                                           2021                2020
                                                           US$ '000            US$ '000
 Financial Assets
 Financial assets at fair value through profit or loss     6,098               6,818
 Loans and receivables                                     15,216              15,327
 Cash and cash equivalents                                 1,709               675
                                                           23,023              22,820

 Financial Liabilities
 Trade and other payables                                  236                 494

 

Financial assets and liabilities, other than investments, are either repayable
on demand or have short repayment dates. The fair value of investments is
stated at the redemption prices quoted by fund administrators and are based on
the fair value of the underlying net assets of the funds because, although the
funds are quoted, there is no active market for any of the investments held.

 

       Fair value hierarchy

The table below analyses financial instruments measured at fair value at the
end of the reporting period by the level of the fair value hierarchy (note
2o).

 

 
 
At 31 December 2021

                                                        Level 1   Level 2   Level 3   Total
                                                        US$ '000  US$ '000  US$ '000  US$ '000
 Financial assets at fair value through profit or loss

                                                        -         6,098     -         6,098

 

 
 
At 31 December 2020

                                                        Level 1   Level 2   Level 3   Total
                                                        US$ '000  US$ '000  US$ '000  US$ '000
 Financial assets at fair value through profit or loss

                                                        -         6,818     -         6,818

 

20.  SHARE-BASED INCENTIVE PLANS

 

To incentivise personnel and to align their interests with those of the
shareholders of Argo Group Limited, Argo Group Limited has granted share
options to directors and employees under The Argo Group Limited Employee Stock
Option Plan. The options are exercisable within 10 years of the grant date.

 

The fair value of the options granted during the period was measured at the
grant date using a Black-Scholes model that takes into account the effect of
certain financial assumptions, including the option exercise price, current
share price and volatility, dividend yield and the risk-free interest rate.
The fair value of the options granted is spread over the vesting period of the
scheme and the value is adjusted to reflect the actual number of shares that
are expected to vest.

 

The principal assumptions for valuing the options are:

 

 Exercise price (pence)                              21.0
 Weighted average share price at grant date (pence)  19.0
 Average option life at date of grant (years)        10.0
 Expected volatility (% p.a.)                        15.0
 Dividend yield (% p.a.)                             10.0
 Risk-free interest rate (% p.a.)                    2

 

The fair value of options granted is recognised as an employee expense with a
corresponding increase in equity. The total charge to employee costs in
respect of this incentive plan is £nil (2020: £nil).

 

The number and weighted average exercise price of the share options during the
period is as follows:

 

                                     Weighted average exercise price  No. of share options
 Outstanding at beginning of period  24.0p                            4,115,000
 Granted during the period           21.0p                            3.645.998
 Forfeited during the period         24.0p                            (3,865,000)
 Outstanding at end of period        21.2p                            3,895,998
 Exercisable at end of period        21.2p                            3,895,998

 

Outstanding share options are contingent upon the option holder remaining an
employee of the Group.

The weighted average fair value of the options issued during the period was
£Nil (2020: £Nil).

 

21.  SUBSEQUENT EVENT

 

In February 2022, the Ukraine-Russia crisis deteriorated, and the current
conflict could adversely impact the Group. A loss of rental income and/or
physical damage to Riviera Shopping City in Odessa, Ukraine would hinder the
repayment of the loan receivable from Argo Real Estate LP. The maximum
exposure for the loan at year end was US$13.6 million (note 12).

 

Management is monitoring the situation closely and does not expect that the
uncertain situation in Ukraine will affect the Group's ability to continue in
business for the foreseeable future.

 

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.   END  FR BBGDXISBDGDR

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