REG - Asimilar Group PLC - Final Results and Lifting of Suspension in Trading
24/04/2023 07:15
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RNS Number : 1360X Asimilar Group PLC 24 April 2023
The information contained in this announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of EU Regulation
596/2014 (which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018). Upon publication of the announcement via a regulatory
information service, this information is considered to be in the public
domain.
24 April 2023
Asimilar Group plc
("Asimilar" or the "Company")
Final results for the year ended 30 September 2022
and Lifting of Suspension in Trading
The Board of Asimilar Group plc (AIM: ASLR), the investment company focused on
technology opportunities in the fields of big data, machine learning,
telematics and the Internet of Things, announces the Group's audited results
for the year ended 30 September 2022.
The 2022 Annual Report and Accounts ("Annual Report") have now been published
and are available on the Company's website at www.asimilargroup.com
(http://www.asimilargroup.com/) . The Annual Report will be posted to
shareholders shortly, and copies will be available from the Company registered
office at 4 More London Riverside, London, SE1 2AU.
As a result of the publication of the Annual Report, trading in the Company's
ordinary shares on AIM and AQSE will be restored with effect from 7.30 a.m.
today.
-Ends-
Contact details:
Asimilar Group plc
John Taylor asimilargroupplc@gmail.com (mailto:asimilargroupplc@gmail.com)
Cairn Financial Advisers LLP (AIM Nominated Adviser)
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Capital Limited (Joint Broker)
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Oberon Capital (Aquis Corporate Adviser and Joint Broker)
Chris Crawford Tel + 44 20 3179 5300
Introduction
The year under review, and the period post year-end, have represented a
particularly challenging time for the Company and a number of its investee
companies. Global events and the macro-economic environment have
significantly affected the performance of the portfolio, restricting the
funding available to certain of these technology assets on appropriate terms
to allow them to stabilise and grow.
A summary of the investment portfolio is provided below. Whilst the
downwardly revised valuation of Veative Group Holdings plc (previously Dev
Clever Holdings plc) has been the material driver of the Company's financial
performance and position, the majority of the portfolio companies were valued
lower at the year-end than they were at the start of the period.
Proposed cancellation from admission to AIM
Despite material uncertainties disclosed later in the going concern note the
Board considers that the Company has sufficient liquid assets to meet its
operating costs for the next reporting year. In the absence of any pending
liquidity events in respect of its unquoted holdings, or any further
fundraising, the Company does not currently have the capacity to pursue new
investment opportunities. During the year, and post year-end, any additional
investment has been limited to relatively low levels of follow-on support of
existing portfolio companies, albeit the Board has continued to evaluate new
opportunities and consider how these would be funded.
It is neither sustainable, nor beneficial, for the Company to be in a position
where it needs to liquidate certain holdings in order to meet costs. The
Board is actively reviewing its current cost base, as well as its options for
the future. Certain permanent cost savings have already been implemented,
and the Directors have deferred their salaries since December 2022. Further
cost savings are planned.
Given the Company is currently admitted to trading on both AIM and AQSE, the
Board propose to put a special resolution to the forthcoming Annual General
Meeting ("AGM") which will seek shareholder approval to cancel its admission
to trading on AIM. The Board does not consider that any potential benefits
to the Company or shareholders from retaining the AIM admission are sufficient
to justify the associated costs. Further details will be provided in the
circular convening the AGM.
Options for the future
In the event that shareholders approve the AIM cancellation, the Board
currently intends that the Company should retain its admission to AQSE in the
near term, thereby maintaining liquidity in respect of its own shares. The
Board will consult further with its shareholders in respect of its future
options. These may include a recapitalisation in order to pursue new
investment opportunities and/or support the existing portfolio, and to cover
working capital requirements in order to remain listed in the longer term.
It may also consider the commencement of an orderly realisation process and
return of proceeds to shareholders.
Financial review
Total comprehensive loss for the year was £35,271,732 (2021: income
£26,705,635). Unrealised losses on investments were £36,630,063 (2021: gain
£25,687,510) and realised gains on investments were £226,976 (2021 gains:
£2,202,000). Cash at the bank at the year-end was £7,179 (2021:
£600,090). As noted above, however, the Company is able to continue
operations through the phased liquidation of its listed asset base.
As at 30 September 2022, total assets were £6,727,334 (2021: £43,735,675)
and the net fair value of investments held was £6,566,405 (2021:
£43,040,104). Total net assets were £6,452,184 (2021: £41,474,640) which
represents 5.53 (2021: 35.94) pence per share.
Investment Portfolio
Asimilar has developed a portfolio approach to its investments. In order to
expose our investors to the potential returns that we believe they demand,
such investments should be regarded as being at the highest end of the risk
spectrum. A brief summary of our investments and developments within them is
outlined below:
Magic Media Works Ltd ("Magic Media")
Magic Media is a music entertainment technology business. The company's
mission is to bring families together through shared music entertainment
experiences via its app "ROXi".
At launch in 2017 Magic Media delivered the ROXi experience to consumers was
by way of a dedicated set-top box, which plugged into a TV.
However, the rapid adoption of Smart TVs and streaming apps has allowed the
business to transform itself into a free multi-platform Smart TV App, offering
ad-funded free and subscription-funded premium editions of the ROXi
experience.
The free ROXi TV App, which was launched in November 2021, offers a full
catalogue of 90 million music videos covering all genres and decades,
combining all the original music videos with tens of millions of virtual music
videos which are exclusive to ROXi. ROXi also offers interactive music games
and Karaoke and a Netflix-esque rail based user interface.
The ROXi experience is available on an increasingly large number of Smart TV
platforms, including Sky Q, Fire TV, Google TV, Android TV and Samsung. Other
platforms and territories are planned.
The company has global rights agreements with the major labels (Universal
Music Group, Sony Music Group, Warner Music Group) and major independents
including Merlin Music.
In June 2022 Magic Media launched a fund raise to raise up to £5 million at
30 pence per share with an option to invest via loan notes which would pay
interest at 5% and have attached a warrant with rights to subscribe for shares
in Magic Media at 30p. This amount has been extended by a further £2 million
to a total of £7 million. Asimilar invested £100,000 in loan notes and
associated warrants.
On 19 December 2022 ROXi announced a partnership with Simon Cowell, creator of
X-Factor and Britain's Got Talent, to curate exclusive music and video content
available on the ROXi App.
In December 2022, ROXi also announced a partnership with Samsung, allowing
ROXi to be enjoyed on Samsung TVs.
At 30 September 2022, Asimilar held 1,646,682 shares which represents 5.05%
(2021: 6.13%) of the issued share capital. Asimilar also holds, before any
adjustment to fair value, £1,591,768 (2021: £1,491,768) in convertible loan
notes, 1,262,050 (2021: 928,717) warrants and has options over a further
204,811 (2021: 95,000) ordinary shares in Magic Media. The carrying value of
this investment was £1,732,509 at 30 September 2022 (2021: £3,352,295). The
main reason for the decline in the carrying value is the fundraise at 30p
which is a significant discount to the previous round and an indication that
there is need for working capital.
Veative Group Holdings Plc (previously Dev Clever Holdings Plc) ("Veative")
Veative is a software and technology group specialising in the use of
lightweight integrations of cloud-based gamification and VR technologies to
deliver rich customer engagement experiences across both the commercial and
education sectors. In January 2019, Veative listed on the Standard List of
the London Stock Exchange.
On 24 December 2021, Veative announced that trading in its ordinary shares was
to be suspended pending the approval by the FCA of the acquisition of Veative
Labs Pte Ltd (Singapore). On 19 July 2022, the company completed the
transaction with the issue of 225 million consideration shares.
At 30 September 2022, Veative's shares remained suspended and, on 16 December
2022, the company announced its intention to delist and change its name.
The majority of the interest in Veative is held via Asimilar's wholly owned
subsidiary, Asimilar Investments Limited ("AIL"), based in Jersey. At 30
September 2022, AIL held 70,000,000 ordinary shares in Veative representing
approximately 8.4% (2021: 12.2%) of Veative's issued share capital. The
carrying value of this investment was £1,890,000 (2021: £26,950,000).
Asimilar Group Plc also held an additional 2,300,000 (2021: 2,300,000) shares
at a carrying value of £62,100 (2021: £885,500).
At year end, AIL held a warrant to subscribe for 35 million new ordinary
shares in Veative at 25 pence per Veative share. This warrant expired on 22
March 2023. The carrying value of the warrants was £nil (2021: £5,670,000).
There has been a significant decline in the value of this investment due to
Veatives's prolonged suspension from the Standard List of the LSE as it sought
to have its prospectus approved and subsequent delisting. Given that the
Company does not have full visibility of Veative's ongoing process of raising
funds as a delisted company, a considerable downward revaluation has been
taken due to uncertainty inherent in the fundraising outcome and further
discounts have been applied owing to the illiquidity of Veative's shares at
the current time.
Simplestream Limited ("Simplestream")
Simplestream is an award winning provider of best in class, next generation TV
solutions to some of the biggest players in the broadcast, sports and media
industry. Clients include QVC, UKTV, A&E Networks, AMC Networks, Channel
4, Narrative Entertainment and BFBS amongst others.
New customers taken on during the year were TVL in Norway, PBS UK, Copa90
and Talk TV.
With the TV landscape changing in terms of delivery, Simplestream's
cloud-based Media Manager and App Platform provides broadcasters and rights
owners with an end-to-end technology services eco-system, with a full range of
multi-platform TV and video distribution products including low latency online
simulcasts of TV channels, real-time sports highlights clipping, broadcaster
catch-up services, platform syndication and subscriber management services.
Simplestream's App Platform also provides multi-channel and multi-territory
front-end templated applications for a complete range of connected devices
including mobiles, tablets, connected TVs and fast-growing over the top (OTT)
platforms such as Amazon Fire TV, Apple TV and Roku. In the UK Simplestream's
"HBBTV" solution is used by leading broadcasters to power "catchup" services
on Freeview and YouView.
Simplestream currently delivers services across Europe, the US and Australia,
with further international expansion planned for 2023-24.
At 30 September 2022 Asimilar held 9,943 (2021: 9,943) A shares in
Simplestream, which represents 6.71% (2021: 6.71%) on a fully diluted basis
and benefits from a one-time non-participatory liquidation preference together
with a convertible loan note of £21,000. The carrying value of this
investment at 30 September 2022 is £840,174 (2021: £856,212).
Sparkledun Limited ("Sparkeldun")
Sparkledun is a private company which, through its trading subsidiary, Fast to
Fibre Limited ("Fast to Fibre"), has rights to exploit a patented process for
the extraction of the inner core of telecoms and power cables, allowing the
insertion of fibre optic without the need for excavation or other disruptive
techniques.
The process, particularly in urban areas, offers significant advantages -
economically, technologically and environmentally. It reduces the need for
costly, disruptive and time-consuming civil engineering works and cable
pulling. It also allows for the use of existing cable sheaths as ducts for new
cables where no alternative is available.
Fast to Fibre has successfully completed several trials in a variety of
geographical locations and complex situations and is now progressing a number
of major commercial opportunities in the UK, Europe, North America and India.
On 29 April 2022, the company completed a fundraise of £1.3 million at a
share price of £59.45.
At 30 September 2022 Asimilar held 8,307 (2021: 8,307) ordinary shares of
£1.00 each in the issued share capital of Sparkeldun, which represents 4.2%
(2021: 4.8%) of its issued share capital. The carrying value of this
investment was £493,851 at 30 September 2022 (2021: £493,851).
Zeelo Limited ("Zeelo")
Zeelo's ambition is to build the world's leading smart mobility platform for
organisations, enabling access to safe and sustainable transportation for
everyday journeys. It seeks to use technology and data to provide flexible and
cost-efficient transportation programmes in public transit deserts. This
includes the smart provision and procurement of shared transport for
businesses and providing employees with a safer commute to work and in
education getting students to schools and colleges safely and competitively.
It also gives transport operators access to new business via a digitised
service.
In terms of both revenue and the number of journeys taken via the platform,
Zeelo continues to grow rapidly and in April 2022 the company received a
takeover offer for $100 million from a US SPAC. Unfortunately the SPAC was
unable to complete on its offer. The company also subdivided its share capital
by 10,000. As a result Asimilar now holds 1,220,000 A shares in Zeelo.
In October 2022, the company launched a fundraise at a valuation of £50
million. The first phase of £5 million was completed by the end of January
2023.
The carrying value of this investment at the year-end was £439,298 (2021:
£301,850).
Audioboom Group plc ("Audioboom")
Audioboom is a global leader in podcasting with more than 130 million
downloads each month from 34 million unique listeners around the world.
Audioboom was ranked as the fifth largest podcast publisher in the US by
Triton Digital in March 2023.
Audioboom's ad-tech and monetization platform underpins a scalable content
business that provides commercial services for a premium network of 250 top
tier podcasts.
For the years ended 31 December 2022 the company reported revenues of $74.9
million, up 24% from $60.3 million in 2021, and adjusted EBITDA of $3.6
million, up by 15% from $3.1 million in 2021.
As at 30 September 2022 Asimilar held 85,200 (2021: 155,000) shares in
Audioboom which represents 0.52% (2021: 0.99%) of the issued share capital.
At year end the investment was valued at £421,740 (2021: £1,575,920).
All Active Asset Capital Plc ("AAA")
Asimilar holds 24 million shares in AAA as a result of the Company assigning
its rights to subscribe into a Belgian AI based technology platform, Sentiance
NV ("Sentiance"). This represents some 0.01% of AAA's issued share
capital. The assignment was originally made to MESH Holdings Plc ("MESH")
which issued 24 million shares to Asimilar credited as fully paid. MESH was
subsequently acquired by AAA through a Court approved Scheme of Arrangement on
29 November 2021, on the basis of one new AAA share for one MESH share. The
original assignment was announced by Asimilar on 3 August 2020.
AAA's strategy is to invest in opportunities in the global technology,
software and AI space.
As result of its acquisition of MESH, AAA now holds approximately 25.3% of
Sentiance, an emerging and leading organisation within behavioural and ethical
artificial intelligence and machine learning with its "Motion Intelligence"
and "Behavioural Change Platform" technologies.
AAA also holds an investment in AAQUA B.V. a company registered in Netherlands
with operating subsidiaries in Singapore, Belgium and Canada. AAQUA's ambition
was to develop a global social experience hub intended to curate original
content. In August 2022 AAQUA was named in a worldwide freezing order on the
assets of its founder and shareholder Robert Bonnier. Since then the company
has filed for bankruptcy protection in Singapore.
In December 2022 a new board was appointed to carry out a strategic review of
the company's existing investment portfolio. On 11 April 2023 the board
announced that it cannot currently value its 36% holding in AAQUA. However,
Sentiance is showing strong sales growth whilst requiring additional working
capital.
As a result, Asimilar's holding in AAA has been valued based solely on its
25.3% holding in Sentiance.
At year end, the holding of 24 million shares in AAA was valued at £240,000
(2021: £984,000). The Board of Asimilar conducted detailed due diligence on
Sentiance in 2021 whilst it held the right to subscribe into it and believes
that considerable value can be created in this exciting business.
Gfinity plc ("Gfinity")
Gfinity is a leading esports solutions provider listed on AIM. It focuses on
designing, developing and delivering esports solutions for e-games publishers,
rights holders and brands. It has contracts and partnership arrangements with
EA Games, Microsoft, FIFA, Formula 1 and Indycar.
Following a number of acquisitions during 2020 and 2021 the company has now
evolved its business model to reflect the rapidly developing gaming market
focusing on three distinct areas:
- Gfinity Digital Media group ("GDM") is made up of
8 sites that reach more than 16 million unique active users and deliver 75
million impressions per month.
- Gfinity Engagement Platform ("GEP") is a fully
configurable white label solution designed to maximise community engagement
through competitive play.
- Joint Venture Partnerships, such as Global Racing
Series ("GRS"). This allows the company to benefit from co- owned ideas and
create products such as GRS with Abu Dhabi Motorsports Management.
At 30 September 2022 Asimilar held 8,148,954 (2021: 8,148,954) shares in
Gfinity which represent 0.05% (2021: 0.05%) of the issued share capital. The
carrying value of this investment at 30 September 2022 is £81,490 (2021:
£224,463).
Low 6 Limited ("Low6")
Low6 builds award winning Free-to-Play (F2P) games for sports franchises,
teams, leagues, sportsbooks, influencers and media organisations. Described as
"the most exciting acquisition platform for rights holders" by EGR, the online
gaming industry's leading information and networking group, Low6 works with
some of the biggest global sports brands.
Low6 has a multi award winning proprietary tech stack and in May 2022 moved
from pre-revenue to revenue generating by offering their F2P gaming technology
to the iGaming market.
In October 2022 the company completed a fund raise of £2 million at a share
price of £7.20 per share.
Asimilar holds 6,612 shares which represents 0.28% (2021: 1.1%) with a
carrying value of £47,606 (2021: £119,993) at year end.
SeeQuestor Limited ("SeeQuestor")
SeeQuestor brings together leaders in cyber security and computer vision to
deliver an Artificial Intelligence ("AI") tool to comb through some of the
estimated 1.5 trillion hours of CCTV footage produced per year, harnessing
what it believes to be world leading AI technology and affordable
supercomputing to turn terabytes of video into actionable intelligence.
SeeQuestor has two main products available: SeeQuestor 'Post-Event' which
allows teams to analyse archives of video footage to find vehicles or persons
of interest, helping to solve investigations in a fraction of the time that
would otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance
cameras in real-time. Use cases range from homeland security to smart cities,
airports, industrial and mining operations.
The SeeQuestor 'Post-Event' product has been used successfully to solve crimes
by 20 police forces in the UK and overseas. Having successfully completed a
number of pilots in the field through 2019, SeeQuestor 'iCCTV' is now being
deployed at scale to secure sensitive events and sites in several countries.
0n 31 December 2021 AIL exercised its option and acquired 33,784 shares at
£10 each, bringing its total holding to 67,568 shares.
In July 2022 SeeQuestor launched an internal fundraising round at £10 per
share to help with short term cash needs while it progressed its trials with
customers in the Far and Middle East. Asimilar subscribed for 10,000 of these
shares. The company also implemented cost reduction plans to preserve cash.
During August 2022 the company also started initial discussions with a
potential US acquirer. The plan was to complete the deal by the end of
November 2022 so that the enlarged company would be in a position to benefit
from the pipeline of orders that would follow after completion of the trials.
A formal term sheet was received on 14 November 2022 valuing the business at a
premium to the last funding round. However while final negotiations were being
concluded there was a delay in customer receipts relating to the trials
resulting in a cash shortfall. The potential buyer took the opportunity to
reduce their offer price and structure. The final offer that was accepted by
the board was for the sale of the assets and IP of the company for cash and a
conditional payment to the shareholders in January 2024 if certain earn out
conditions are achieved by end of December 2023.
If the earn out conditions were to be met then Asimilar and AIL between them
could receive around $270,000 of shares in the acquiring company, however the
board of Asimilar does not have a high degree of confidence that these earn
out conditions will be met.
The holding of SeeQuestor shares totalled 124,586 (2021:80,802) as at 30
September 2022, representing 9.0% (2021:7.08%) of the issued share capital of
SeeQuestor, and the carrying value of the investment was £nil (2021:
£970,138).
Share issues
During the year Asimilar issued new shares as a result of the exercise of
various warrants as follows:
- 573,333 5p warrants were exercised raising funds
of £28,667
- 3,150,000 0.01p warrants were exercised raising
funds of £315
- 2,000,000 5p warrants were exercised on a cashless
exercise basis, as per the terms of the warrant, resulting in 1,090,849 shares
being issued at par and raising £109
No other shares or warrants were issued during the year.
Admission to AQSE Growth Market
On 4 April 2022 Asimilar shares were admitted to trading on the Access Segment
of the AQSE Growth Market. At the same time, the Company appointed Station
12 Limited as its Alternative Investment Fund Manager (AIFM).
John Taylor
Chairman
Date: 21 April 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2022
2022 2021
Notes £ £
Revenue 5 14,000 14,000
Realised gains on investment disposals 226,976 2,202,000
Administrative expenses (735,906) (800,536)
Gains / (loss) from remeasurement of derivative financial liabilities 16 1,853,215 (459,900)
Sundry income - 43,414
Remeasurement to fair value of investments in financial assets 12,13 (36,630,063) 25,687,510
------------------ ------------------
OPERATING (LOSS) / PROFIT BEFORE FINANCING ACTIVITIES (35,271,778) 26,686,488
Finance income 6 46 20,377
Finance cost 6 - (1,229)
------------------ ------------------
(LOSS) / PROFIT BEFORE TAX 7 (35,71,732) 26,705,635
Tax charge 10 - -
------------------ ------------------
(LOSS) / PROFIT AFTER TAX (35,271,732) 26,705,635
------------------ ------------------
Earnings/(loss) per share (pence per share)
Basic earnings 11 (28.85)p 23.29p
========= =========
Diluted earnings 11 (28.85)p 19.23p
========= =========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 SEPTEMBER
2022
2022 2021
Notes £ £
ASSETS
Non-current assets
Investments in financial assets held at fair value 12 5,761,864 36,312,423
-------------------- --------------------
5,761,864 36,312,423
-------------------- --------------------
Current assets
Investments in financial assets held at fair value 12 804,541 6,727,681
Trade and other receivables 14 153,750 95,481
Cash and cash equivalents 7,179 600,090
-------------------- --------------------
965,470 7,423,252
-------------------- --------------------
TOTAL ASSETS 6,727,334 43,735,675
========== ==========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 15 219,150 131,635
Derivative financial liabilities held at fair value 16 56,000 2,129,400
-------------------- --------------------
Total liabilities 275,150 2,261,035
-------------------- --------------------
Equity
Share capital 17 5,215,190 5,214,709
Share premium account 17 18,339,562 17,932,954
Merger relief reserve 17 279,900 279,900
Warrant reserve 17 - 157,813
Retained earnings 17 (17,382,468) 17,889,264
--------------------- ---------------------
Total equity 6,452,184 41,474,640
--------------------- ---------------------
TOTAL EQUITY AND LIABILITIES 6,727,334 43,735,675
========== ==========
The financial statements were approved and authorised for issue by the board
of directors on 21 April 2023 and were signed on its behalf by
John Taylor
Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER
2022
Share Merger
Share Premium Relief Retained Warrant
Capital Account Reserve Earnings Reserve Total
£ £ £ £ £
At 1 October 2020 5,213,277 14,327,636 279,900 (9,387,371) 157,813 10,591,255
Total comprehensive income for the year - - - 26,705,635 - 26,705,635
Share based payments - - - 571,000 - 571,000
Transactions with owners
Shares issued 1,432 3,605,318 - - - 3,606,750
----------------- ------------------ ------------------ -------------------- -------------------- ------------------
At 1 October 2021 5,214,709 17,932,954 279,900 17,889,264 157,813 41,474,640
Total comprehensive loss for the year - - - (35,271,732) - (35,271,732)
Warrant reserve - 157,813 - - (157,813) -
Transactions with owners
Shares issued 481 248,795 - - - 249,276
----------------- ------------------ ------------------- -------------------- -------------------- ------------------
At 30 September 2022 5,215,190 18,339,562 279,900 (17,382,468) - 6,452,184
========= ========== ========== =========== ========== =========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its nominal
value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the acquisition of
Intrinsic Capital Jersey Limited, recognised in accordance with S162 of the
Companies Act 2006.
Retained earnings
Represents accumulated losses to date.
Warrant reserve
Represents the fair value of placing warrants issued.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2022
2022 2021
£ £
Operating activities
(Loss) / Profit for the year (35,271,732) 26,705,636
Adjustments for:
(Increase) / decrease in trade and other receivables (58,269) 86,761
Decrease / (increase) in trade and other payables 87,515 (65,500)
Net finance income (46) (19,148)
Unrealised losses / (gain) on remeasurement to fair value 34,776,848 (25,687,510)
Gain on sale of investments (226,976) (2,202,000)
Share based payments - 571,000
------------------- -------------------
Net cash used in activities (692,660) (610,761)
------------------- -------------------
Investing activities
Payments to acquire investments (644,230) (9,570,755)
Proceeds from sale of investments 714,843 3,674,463
Loans repaid - 2,771,426
Finance income received 46 19,148
------------------- -------------------
Net cash generated / (used) in investing activities 70,659 (3,105,718)
------------------- -------------------
Financing activities
Net proceeds from issue of shares 29,090 3,606,750
------------------ ------------------
Net cash generated from financing activities 29,090 3,606,750
------------------- -------------------
Net decrease in cash and cash equivalents (592,911) (109,729)
Cash and cash equivalents at the start of the year 600,090 709,819
------------------ ------------------
Cash and cash equivalents at the end of the year 7,179 600,090
------------------ ------------------
Cash and cash equivalents consist of:
Cash and cash equivalents 7,179 600,090
========= =========
The Group had no debt in either period, therefore no net debt reconciliation
has been presented.
NOTES TO THECONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1. GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is admitted to trading on
the Alternative Investment Market (AIM) and the Aquis Exchange (AQSE) and is
incorporated and domiciled in the UK. The address of its registered office is
4 More London Riverside, London, SE1 2AU.
2. ACCOUNTING POLICIES
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with
International Accounting Standards and International Financial Reporting
Standards (collectively "IFRS") and the requirements of the Companies Act 2006
applicable to companies reporting under IFRS.
The consolidated financial statements have been prepared under the historical
cost convention, as modified by the revaluation of financial assets and
financial liabilities (including derivative instruments) at fair value through
profit or loss.
The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 3.
2.2 Changes in accounting policies and disclosures
(a) New standards, amendments and interpretations adopted by the Group
During the year ended 30 September 2022, the group has not adopted any new
IFRS, IAS or amendments issued by the IASB and interpretations by the IFRS
Interpretations Committee which have had a material impact on the group's
financial statements.
(b) New standards, amendments and interpretations not yet adopted
A number of new standards and amendments to standards and interpretations are
effective for annual periods beginning after 1 January 2022 and have not been
applied in preparing these consolidated financial statements. None of these
are expected to have a significant effect on the consolidated financial
statements of the Group. There are no other IFRSs or IFRIC interpretations
that are not yet effective that would be expected to have a material impact on
the Group.
2.3 Going Concern
The Group had net assets of £6,452,184 as at 30
September 2022 (2021: net assets £41,474,640) and generated loss after tax of
£35,271,732 (2021: income £26,705,635) in the reporting period. Net cash
absorbed during the year was £592,911 (2021: £109,729).
The financial statements have been prepared on the going concern basis, which
assumes that the Group will have sufficient funds to continue in operational
existence for at least twelve months from the date of approval of the
financial statements.
Whilst the Group continues to hold relatively small cash balances, it holds a
number of liquid, quoted investments which it is able to realise as required
to meet operational costs and other outgoings. The Board's cash flow
forecasts for the Group to April 2024, take into account a number of
scenarios including due consideration of the cost saving measures referred to
in the Chairman's Statement (including, but not limited to, those associated
with the proposed cancellation of the Company's admission to trading on AIM)
and, taking account of reasonably possible adverse changes in the performance
of the investment portfolio, indicate that the Group will have sufficient
access to cash to continue in operational existence for the next 12 months
from the date of approval of the financial statements.
The assumptions include the ability to liquidate sufficient investment
holdings and a sensitivity testing of a fall in value of the quoted
investments by 30%. Should the value of these investments fall by more than
30% the Group would have no choice but to seek external funding, which is not
certain to be secured, and further cost cutting measures may not be able to
mitigate the impact of these investmnets losing value.
The Company could also seek to realise some of its substantial private
investments. However, there is a a risk that such forced disposal could be at
a loss.
Considering the above, the Directors are confident the Group remains a going
concern and that, should it be required, the Group would be able to raise
funds.
Whilst material uncertainties relating to going concern do exist and may cast
significant doubt over the Group's ability to continue as a going concern, at
the date of signing these accounts, the Directors have concluded that the
basis of preparation is appropriate.
2.4 Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when it is exposed to, or
has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The Group considers whether acquisitions meet the criteria of a business
combination in determining whether to apply the criteria of IFRS 3: Business
Combinations. Where such criteria are not met (as in the case of the
acquisition of Asimilar Investments Limited during the year ended 30 September
2020), the consideration payable and assets and liabilities are ascribed a
fair value in accordance with IFRS 9: Financial Instruments and IFRS 13: Fair
Value Measurement. The reasons and difference arising on such a transaction
are considered and recognised in accordance with the relevant standard.
Differences in fair value arising from an exchange of financial instruments
conducted on an arm's length basis are recognised as 'Day One gains or losses'
in the income statement.
Acquisition-related costs are recognised as part of the carrying value of the
relevant asset's initially recognised cost.
Contingent consideration is classified either as equity or as a financial
liability. Amounts classified as a financial liability are subsequently
remeasured to fair value, with changes in fair value recognised in profit or
loss.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
with the Group's accounting policies.
The Group also considered if IFRS10 exception to consolidation of investment
entity would be applicable. Under the standard an investment entity that has a
subsidiary that is also an investment entity, then the subsidiary should be
carried at fair value.
Based on the definition of an investment entity and the guidance on the
characteristics of an investment entity, the Board has concluded that whilst
Asimilar Group Plc is an investment entity, its subsidiary Asimilar
Investments Limited does not satisfy the characteristics of an investment
entity, specifically paragraph B85I. Therefore the Asimilar Investments
Limited is consolidated on the basis it is considered a service entity with in
the Group.
2.5 Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ("functional currency").
The consolidated financial statements are presented in Pounds Sterling (£),
which is the Company's functional and the Group's presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement, except when
deferred in other comprehensive income as qualifying cash flow hedges and
qualifying net investment hedges. Foreign exchange gains and losses that
relate to borrowings and cash and cash equivalents are presented in the income
statement within 'Finance income or costs'. All other foreign exchange gains
and losses are presented in the income statement within 'Finance costs'.
Translation differences on non-monetary financial assets and liabilities such
as equities held at fair value through profit or loss are recognised in profit
or loss as part of the fair value gain or loss.
2.6 Revenue
Revenue is recognised when revenue and associated
costs can be measured reliably and future economic benefits are probable.
Revenue is measured at fair value of consideration received or receivable for
services provided in the normal course of business, net of discounts, VAT and
other sales related taxes.
The Company only has one class of business, investment holdings and
management, and therefore no segmental information has been presented.
2.7 Interest income
Interest income is accrued on a time apportioned basis, by reference to
the principal outstanding and at the effective interest rate applicable.
2.8 Taxation
The tax expense represents the sum of the
current tax expense and deferred tax expense.
The tax currently payable is based on taxable
profit for the year. Taxable profit differs from accounting profit as
reported in the Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years and further
excludes items that are never taxable or deductible. The Group's liability
to current tax is measured using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is the tax expected to be
payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases
used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that future taxable profits will
be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised
if the temporary difference arises from goodwill or if the initial liabilities
in a transaction affect either the taxable profit or the accounting profit.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient future taxable profits will be available to allow all
or part of the asset to be recovered.
Deferred tax is calculated at the rates that
are expected to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
2.9 Financial assets
Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets, at
amortised cost and at fair value through profit or loss. The classification
depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial
recognition. No financial assets are held at fair value through Other
Comprehensive Income (OCI).
Trade receivables and other non interest
bearing receivables
Trade and other non interest bearing receivables are recognised initially at
the amount of consideration that is unconditional, unless they contain
significant financing components, in which case they are recognised at fair
value. The Group holds the trade receivables with the objective of collecting
the contractual cash flows, and so it measures them subsequently at amortised
cost using the effective interest method.
The Group's accounting policy is to recognise trade receivables within current
assets.
(i) Fair values of trade receivables
Due to the short-term nature of the current receivables, their carrying amount
is considered to be the same as their fair value.
(ii) Impairment and risk exposure
Information about the impairment of trade receivables and the Group's exposure
to credit risk, foreign currency risk and interest rate risk can be found in
note 4.
Other financial assets at amortised cost
(i) Classification of financial assets at amortised cost
The Group classifies its financial assets at amortised cost only if both of
the following criteria are met:
· the asset is held within a business model whose objective is to
collect the contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payments of principle and interest.
(ii) Other receivables
· These amounts generally arise from transactions outside the usual
operating activities of the Group. Interest could be charged at commercial
rates where the terms of repayment exceed six months. Collateral is not
normally obtained. The non-current other receivables are due and repayable
within three years from the end of the reporting period.
· Due to the short-term nature of the other current receivables, their
carrying amount is considered to be the same as their fair value. For the
majority of the non-current receivables, the fair values are also not
significantly different from their carrying amounts.
Financial Assets at Fair Value Through Profit or Loss
(i) Classification of financial assets at fair value through profit or loss
The Group classifies the following financial assets at fair value through
profit or loss (FVTPL):
· Equity investments for which the entity has not elected to recognise
fair value gains and losses through OCI.
· Derivative financial assets such as options over counterparty equity
instruments.
(ii)Fair value, impairment and risk exposure
Information about the methods and assumptions used in determining fair value
is provided in note 3.
Offsetting Financial Instruments
Financial assets and liabilities are offset and
the net amount reported in the Statement of Financial Position when there is a
legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realise the asset and settle the
liability simultaneously. The legally enforceable right must not be contingent
on future events and must be enforceable in the normal course of business and
in the event of default, insolvency or bankruptcy of the company or the
counterparty.
Derivative Financial Instruments that do not qualify for hedge accounting
Derivatives are initially recognised at fair
value on the date a derivative contract is entered into and are subsequently
remeasured at their fair value.
The Group's derivatives do not qualify for
hedge accounting. Changes in the fair value of any derivative instrument that
does not qualify for hedge accounting are recognised immediately in profit or
loss and are included in other gains/(losses).
Cash and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks and other short term deposits with maturities
of three months or less.
Derivative financial liabilities
Derivative financial liabilities constitute warrants over the parent company's
own equity. They are initially recognised at fair value on the date a
derivative contract is entered into and are subsequently remeasured at their
fair value.
On the date of exercise the difference between the fair value and the cash
paid on exercise is recognized as share premium.
Information about the methods and assumptions used in determining fair value
is provided in note 3.
Trade and other receivables
Trade and other non-interest bearing receivables are initially recognised at
cost and are subsequently measured at amortised cost using the effective
interest method, less provision for impairment. A provision for impairment
of trade receivables is established when there is objective and probable
evidence that it is uncertain if the amount due can be collected. Movement
in the provision charged or credited in the period is recognised in the income
statement.
The Group discounts some of its trade receivables. The accounting policy is
to continue to recognise the trade receivables within current assets and to
record cash advances as borrowings within current liabilities.
Trade and other payables
Trade and other payables are not interest bearing and are initially recognised
at cost and are subsequently measured at amortised cost using the effective
interest method.
Equity instruments
Equity instruments issued by the Group are
recorded at the proceeds received, net of direct issue costs.
2.10 Share based payments
The Company issues equity-settled options and
warrants to certain employees, directors and financing parties and these are
measured at fair value at the date of grant by reference to the fair value of
the equity instruments granted. The fair value determined at the grant date
of equity-settled share-based payments is expensed on a straight-line basis
over the vesting period (or immediately if there is no such period), based on
the Company's estimate of the number of instruments that will eventually vest
with a corresponding adjustment to equity. Fair value is measured by use of an
appropriate option pricing model. The expected life used in the model has
been adjusted based on management's best estimates, for the effect of
non-transferability, exercise restrictions, and behavioral considerations.
Non-vesting and market vesting conditions are
taken into account when estimating the fair value of the option at grant
date. Service and non-market vesting conditions are taken into account by
adjusting the number of options expected to vest at each reporting date.
2.11 Earnings per share
Basic earnings per share is calculated by dividing:
· the profit or loss attributable to owners of the company,
excluding any costs of servicing equity other than ordinary shares;
· by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary
shares issued during the year and excluding treasury shares (note 11).
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
· the after-income tax effect of interest and other
financing costs associated with dilutive potential ordinary shares; and
· the weighted average number of additional ordinary shares
that would have been outstanding, assuming the conversion of all dilutive
potential ordinary shares.
3. Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated
and are based on historical experience, internal controls, advice from
external experts and other factors, including expectations of future events
that are believed to be reasonable under circumstances. The following
estimates are considered integral to the Group's reported financial
information:
Investment valuation
The Group has a number of level 3 investments (see
note 13) whereby their valuation is determined in whole or in part using
valuation techniques based on assumptions that are not supported by prices
from observable market transactions in the same instrument and not based on
available observable data.
Valuation of unlisted equity investments
Management determines the fair value of unlisted equity investments primarily
by reference to the prevailing price of further investment when conducted by
the relevant entity on an arm's length basis. This is determined by reference
to relevant historical fund raising prices and relevant post balance sheet
events where it can be explicitly demonstrated that the conditions existed at
the Group's balance sheet date. Management also exercises its own professional
judgement in conducting these desktop valuations. At the balance sheet date
the aggregate fair value of investments valued in this manner was £5,745,536
(2021: £13,384,222) (see note 13 for further analysis).
Where recent share placings have not been undertaken by the relevant investee
entity, or are not considered to be a reliable indicator of fair value,
management utilises alternative techniques to assess equity valuations. Such
techniques include reference to comparable market transactions for similar
businesses, enterprise valuations based on revenue and EBITDA multiples and
equity valuation adjustments to take into account factors such as working
capital, cash and debt positions in the investee entity. Such investment
valuation methodologies rely on unobservable inputs and will often present a
range of potential valuations. The Directors will adopt what they consider to
be the most appropriate valuation within such ranges but acknowledge that
there remains significant estimation uncertainty associated with this approach
and that the actual fair values of the investments may materially differ from
those recorded at the balance sheet date.
All Active Asset Capital ("AAA")
Asimilar holds 24 million AAA shares, representing 1.2% (2021: 1.3%) of the
issued share capital.
The fair value of the shareholding at the balance sheet date of £240,000
(2021: £984,000) was determined with reference to an external valuation
conducted by an independent third party. The valuation was derived by using a
net asset valuation basis using publicly available data and the Directors'
assessment of key asset and liability valuations associated with AAA. This
included an assessment of the fair value of Sentiance N.V.
Veative Group Holdings Plc (formerly Dev Clever Holdings Plc) ("Veative")
The Group holds 72.3 million shares representing 8.4% (2021:12.2%) of the
issued share capital.
The fair value of the shareholding at the balance sheet date of £1,952,100
(2021: Level 1 £27,835,500) was determined by reference to an external
valuation conducted by an independent third party. The valuation was primarily
derived by use of the market approach and included calibration to the quoted
share price of Asimilar Group Plc. A significant unobservable, Level 3, input
was required with respect to the discount for illiquidity as the share listing
was suspended. This fell into the range 25% to 50% in accordance with market
practice.
Derivative assets - Veative Group Holdings Plc (formerly Dev Clever Holdings
Plc) ("Veative")
The fair value of derivative financial assets at the balance sheet date of
£nil (2021: £5,670,000) has been determined with reference to third party
actuarial valuation based on an adjusted binomial model based on the
"binomial" or "lattice" option pricing method. The significant inputs into the
model were a weighted average share price of £0.027 at year end date,
volatility of 54%, dividend yield of 0%, the assumption that warrants are
subscribed for when 100% in the money, and an annual risk-free interest rate
equal to the yield on zero coupon yield curve of UK gilts at the issue dates.
The volatility measured at the standard deviation of continuously compounded
share returns is based on statistical analysis of Dev Clever's daily share
prices over the last year.
Derivative liabilities - AIL consideration warrants
The fair value of derivative liabilities at the balance sheet date of £56,000
(2021: £2,129,400) has been determined through a third party actuarial
valuation using a Monte Carlo model that is consistent with the mathematics
underlying the Black-Scholes methodology. The significant inputs into the
model were a weighted average Dev Clever share price of £0.027 at year end
date, volatility of 102%, dividend yield of 0%, the assumption that warrants
are subscribed for when in the money, and an annual risk-free interest rate
equal to the yield on zero coupon yield curve of UK gilts at the issue dates.
The volatility measured at the standard deviation of continuously compounded
share returns is based on statistical analysis of daily share prices over the
last year relevant to the instrument (namely that of the Group and reference
holding, Dev Clever Holdings Plc).
Valuation of share based payments
The fair value of share based payments at the grant date of £nil (2021:
£571,000) has been determined through an actuarial valuation using an
adjusted binomial model. The significant inputs into the model were a weighted
average share price of £0.27 at the grant date, average volatility of 73%,
dividend yield of 0%, the assumption that warrants are subscribed for when
100% in the money, and an annual risk-free interest rate equal to the yield on
zero coupon yield curve of UK gilts at the issue dates. The volatility
measured at the standard deviation of continuously compounded share returns is
based on statistical analysis of daily share prices over the twelve months
prior to grant.
Magic Media Works - Unsecured Loan Notes
The fair value of the loan notes at the balance sheet date of £1,045,551
(2021: £963,854) was assessed with referenced to the fair value of equity
implied by fundraising undertaken by the company during the year and the
implied valuation of the debt arrangements entered into with warrants
attached. This gave an implied debt valuation discount of 50% which has been
applied to the discounting of the unsecured loan notes.
4. Financial Risk Management
Financial Risk Factors
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk, fair value interest rate risk,
cash flow interest rate risk and price risk), credit risk and liquidity risk.
The Group's overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the
Group's financial performance.
Risk management is carried out under policies approved by the
Board of Directors. The Board provides principles for overall risk management,
as well as policies covering specific areas, such as foreign exchange risk,
interest rate risk, credit risk, use of derivative financial instruments and
non-derivative financial instruments, and investment of excess liquidity.
(i) Derivatives
Derivatives held by the Company are for speculative investment and not for
economic hedging purposes. They are classified as 'held for trading' for
accounting purposes and are accounted for at fair value through profit or
loss.
They are presented as current assets or liabilities to the extent that they
are expected to be settled within 12 months after the end of the reporting
period.
Information about the derivatives used by the Group is provided in notes 12
and 16.
(ii) Fair value measurement
For information about the methods and assumptions used in determining the fair
value of derivatives, refer to note 3.
(a) Market Risk
(i) Foreign Exchange Risk
The Directors do not consider the Group to be exposed to a significant
currency risk in the current year.
(ii) Price Risk
The Group is exposed to equity securities price risk because of investments
held by the Group, classified on the consolidated Statement of Financial
Position at fair value through profit or loss. The Group is not exposed to
commodity price risk.
Sensitivity analysis
The table below summarises the impact of increases/decreases in the equity
investment portfolio on the Group's post-tax loss for the year and on total
equity. The analysis is based on the assumption that the equity investments
had increased/decreased by 5%, with all other variables held constant. Where
option pricing models with unobservable inputs have been used to derive fair
values, the impact of changes in the most significant input assumption has
been demonstrated.
Level 3 Investments in equity instruments
Impact on post-tax Impact on total equity
profit/loss
2022 2021 2022 2021
£ £ £ £
Financial assets at fair value through profit or loss - increase in value5% 224,302 332,827 224,302 332,827
Financial assets at fair value through profit or loss - decrease in value5% (224,302) (332,827) (224,302) (332,827)
Impact on post-tax Impact on total equity
profit/loss
2022 2021 2022 2021
£ £ £ £
Dev Clever warrants change in subscription behaviour (default is to subscribe
at 100% in the money)
Subscribe at 20% in the money - (945,000) - (945,000)
Returns maximisation* - 280,000 - 280,000
Financial liabilities - consideration warrants
Financial liabilities at fair value through profit or loss - increase - (3,150) - (3,150)
volatilities of reference companies by 10%
Financial liabilities at fair value through profit or loss - decrease - (12,600) - (12,600)
volatilities of reference companies by 10%
Magic Media Works - unsecured loan notes
Financial assets at fair value through profit or loss:
Increase in discount by 10% (104,555) (96,385) (104,555) (96,385)
Decrease in discount by 10% 104,555 96,385 104,555 96,385
*Assumes the warrant holder tries to maximise returns in a financially optimal
way, which generally means they will not exercise until almost the
subscription deadline.
Post-tax loss for the year would increase/decrease as a result of gains/losses
on equity securities and derivative financial instruments classified as at
fair value through profit or loss.
(iii) Interest Rate Risk
The Group currently funds its operations through the use of equity. Cash at
bank which is denominated in sterling, is held at variable rates. At the year
end, the Group's financial liabilities did not suffer interest and thus were
not subject to interest rate risk. Any decrease in interest rate to a
minimum of 0% would have an insignificant impact on the interest income
received by the Group.
(b) Credit Risk
(i) Risk Management
Credit risk is mitigated by the Group via
managing and analysing the credit risk for each new debtor before terms and
conditions are offered. Credit risk arises from cash and cash equivalents,
derivative financial instruments and deposits with banks and financial
institutions, as well as credit exposures to outstanding receivables and
committed transactions. For banks and financial institutions, only
independently rated parties with a minimum rating of "A" are accepted.
While cash and cash equivalents are also
subject to the impairment requirements of IFRS 9, the identified impairment
loss was immaterial.
(c) Liquidity Risk
The principal risk to which the Group is
exposed is liquidity risk. The nature of the Group's activities means it
finances its operations through retained earnings, the issue of new shares to
investors and realisation of liquid investments. The principal cash
requirements are in relation to the Group's investing policy and meeting
working capital requirements. The Group seeks to manage liquidity through
planning, forecasting, and careful cash management. For much of the year the
Group has liquidated some of its level 1 investments to ensure sufficient
working capital in the business.
Capital Risk Management
The Group's main objective when managing
capital is to protect returns to shareholders by ensuring the Group will
continue to invest and trade profitably in the foreseeable future. The Group
also aims to maximise its capital structure of equity so as to minimise its
cost of capital. The Group expects its current and projected capital
resources to be sufficient to cover its existing liabilities.
The Group's capital structure is derived solely
from the issue of Ordinary and Deferred Shares.
The Group has not made any changes to its
capital management during the year.
5. REVENUE AND OTHER INCOME 2022 2021
£ £
Revenue: Management fees 14,000 14,000
========= =========
The Company only has one class of business, investment holdings and
management, and therefore no segmental information has been presented.
6. FINANCE INCOME AND COSTS 2022 2021
£ £
Bank and other interest received 46 20,377
------------------ ------------------
46 20,377
========= =========
Other interest payable - 1,229
----------------- -----------------
- 1,229
======== ========
7. LOSS FOR THE YEAR BEFORE TAX 2022 2021
£ £
Loss for the year is stated after charging:
Auditors' remuneration
- audit of the Group and Parent Company's financial statements 47,350 36,000
- interim financial statement review services 2,200 2,000
Foreign exchange losses - 40,450
========= ==========
8. DIRECTORS' EMOLUMENTS 2022 2021
£ £
Aggregate emoluments including benefits in kind and valuation ascribed to
share based payments, by director, are as follows:-
Sohail Bhatti 50,000 50,000
John Taylor 36,000 36,000
Donald Stewart (resigned 26/10/2020) - 21,000
Mark Horrocks 36,000 108,000
Michael Preen 36,000 71,200
------------------ ------------------
Aggregate emoluments 158,000 286,200
========= =========
No warrants were granted to directors during the year.
The number of directors for whom retirement benefits are accruing under
defined contribution schemes was nil (2021: Nil). The total contributions
payable during the year amounted to £Nil (2021: £ Nil).
Exercisable warrants held by directors who held office at the relevant balance
sheet date are detailed below:
2022 2021
Number Number
Current directors
Sohail Bhatti - exercise price 5p, exercised 28 July 2022 - 2,000,000
Sohail Bhatti - exercise price 10p, expired 3 December 2022 1,000,000 1,000,000
John Taylor - exercise price 10p, expired 3 December 2022 2,000,000 2,000,000
Mark Horrocks - exercise price 0.01p, exercised 20 September 2022 - 3,150,000
Mark Horrocks - exercise price 0.01p, expires 31 December 2025 3,150,000 3,150,000
Mark Horrocks - exercise price 30p, expires 22 October 2023 1,000,000 1,000,000
Michael Preen - exercise price 60p, expires 17 June 2024 250,000 250,000
----------------------- -----------------------
7,400,000 12,550,000
=========== ===========
9. STAFF COSTS 2022 2021
Number Number
The average monthly number of employees (including directors) during the year
was
Administration 4 4
======== ========
£ £
Employment costs
Wages and salaries 158,000 117,200
Social security costs 11,773 8,748
Warrants granted (note 18) - 169,000
------------------ ------------------
169,773 294,948
========= =========
10. TAXATION 2022 2021
£ £
10(a) Current year tax
UK corporation tax (note 10(b)) - -
======= =======
10(b) Factors affecting the tax charge for the year
(Loss) / Profit on ordinary activities before taxation (35,271,732) 26,705,635
----------------- -----------------
(Loss) / Profit on ordinary activities before taxation multiplied by the main
rate of UK corporation tax 19% (2020: 19%) (6,701,629) 5,074,071
----------------- -----------------
Effects of:
Unrealised loss on remeasurement to FV (6,607,601) (4,925,834)
Capital gains difference at 19% 43,125 228,890
Net tax adjustments and transfer - (25,188)
Non deductible expenses 22,033 (243,463)
Deferred tax not recognized (159,186) (108,476)
------------------ ------------------
Current tax charge - -
========= =========
The Company has unutilised losses carried forward of £1,544,704 (2021:
£1,590,705). As at 30 September 2022 the Group and Company had unrealised
chargeable losses of £4,331,894 (2021: gains £1,170,913) which give rise to
a potential deferred tax asset of £823,060 (2021: liability £292,728). No
deferred tax asset has been recognised in respect of these losses, as there is
no certainty as to when the asset can be utilised. The Group and Company's
deferred tax balance and charge for the year were £nil (2021: £nil).
Asimilar Investments Limited has no tax charge for the current year and is
considered outside the scope of UK corporation tax.
11. EARNINGS PER SHARE
The calculations of earnings per share are
based on the following profits and number of shares.
2022 2021
Basic Diluted Basic Diluted
(Loss) / profit for the financial year (35,271,732) (35,271,732) 26,705,636 26,705,636
-------------------------- ------------------------ -------------------------- -----------------------
Weighted average number of shares for
basic and diluted profit per share 122,244,418 122,244,418 114,661,685 138,871,831
============= ============= ============ ===========
(Loss)/profit per share (pence per share) (28.85p) (28.85p) 23.29p 19.23p
============= ============= ============ ===========
IAS 33 requires presentation of diluted EPS when a company could be called
upon to issue shares that would decrease earnings per share, or increase the
loss per share. For a loss making Company with outstanding share options, net
loss per share would be decreased by the exercise of the options. Therefore,
per IAS33:36 the antidilutive potential ordinary shares are disregarded in the
calculation of diluted EPS.
12 FINANCIAL ASSETS
(a) Summary of financial assets
2022 2021
£ £
Non-Current
Investments in financial assets designated at fair value through profit or 5,761,864 36,312,423
loss (see (b))
---------------------- ----------------------
5,761,864 36,312,423
Current
Investments in financial assets designated at fair value through profit or 804,541 6,727,681
loss (see movement analysis in (c))
Trade receivables carried at amortised cost (Note 14) 99,360 66,790
---------------------- ----------------------
903,901 6,794,471
=========== ===========
6,665,765 43,106,894
=========== ===========
(b) Analysis of movement of non-current investments
2022 2021
Financial assets designated at fair value through profit or loss £ £
Non - Current
Fair value of investments brought forward 36,312,424 5,771,908
Purchases during the year 1,598,154 8,594,573
Disposals during the year (1,471,868) (88,652)
Net unrealised (loss) / gain in fair value (30,676,846) 22,034,594
---------------------- ----------------------
Fair value of investments carried forward 5,761,864 36,312,423
=========== ===========
(c) Analysis of movement of current financial assets 2022 2021
£ £
Financial assets designated as held at fair value through profit or loss
Current
Fair value of investments brought forward 6,727,681 3,022,495
Purchases during the year 30,076 976,182
Disposals during the year - (923,912)
Net unrealised (loss) / gain in fair value (5,953,216) 3,652,916
---------------------- ----------------------
Fair value of investments carried forward 804,541 6,727,681
=========== ===========
Current investments are investment held for short term and expected to be
realised within 12 months of the balance sheet date, whereas non-current
investments are held for the longer term. There is uncertainty that the short
term investment values will be realised as are dependent on future values and
liquidity of demand.
As at 30 September 2022 the fair value of options and warrants over shares in
Dev Clever Holdings Plc was £nil (2021: £5,670,000). See note 3 for
valuation details.
Financial assets held at amortised cost
No assets were held at amortised costs
Details of the investments held are given in the Chairman's Statement.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
IFRS 9 requires the Group to classify financial instruments at fair value
using a fair value hierarchy that reflects
the significance of the inputs used in making the measurement. The fair value
hierarchy has the following levels:
· quoted prices (unadjusted) in active markets for identical assets or
liabilities (Level 1);
· inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (Level 2);
· inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (Level 3).
(a) Financial instruments classified as level 1
The fair value of financial instruments traded in active markets is based on
quoted market prices at the end of the reporting period. A market is
regarded as active if quoted prices are readily and regularly available from
an exchange, dealer, broker, industry group, pricing service or regulatory
agency, and those prices represent actual and regularly occurring market
transactions on an arm's length basis. The quoted market price used for
financial assets held by the Group is the current bid price. These
instruments are included in Level 1. Instruments included in Level 1
comprise equity investments classified as trading securities or
available-for-sale.
(b) Financial instruments classified as level 2
The fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) is determined by using
valuation techniques. These valuation techniques maximise the use of
observable market data where it is available and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value
an instrument are observable, the instrument is included in Level 2.
If one or more of the significant inputs is not based on observable market
data, the instrument is included in Level 3.
Specific valuation techniques used to value financial
instruments include:
· quoted market prices or dealer quotes for similar instruments;
· the fair value of interest rate swaps is calculated as the present
value of the estimated future cash flows based on observable yield curves;
· the fair value of forward foreign exchange contracts is determined
using forward exchange rates at the end of the reporting period, with the
resulting value discounted back to present value;
· other techniques, such as discounted cash flow analysis, are used to
determine fair value for the remaining financial instruments.
The Group holds no financial instruments classified as level 2.
(c) Financial instruments classified as level 3
The fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) and determined by using
valuation techniques which require significant adjustment based on
unobservable inputs are included in level 3.
The determination of what constitutes observable requires judgement by the
Group. The Group considers observable data to be market data that is readily
available, regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively involved in
the relevant market.
For financial instruments classified as level 3 the Group uses a combination
of internal and external valuations. Where management determines an external
valuation is appropriate the Group engages with professional service
providers. Specific valuation techniques include:
· Market approach (utilising EBITDA or revenue multiples, industry
value benchmarks and available market prices approaches);
· Net asset approach;
· Income approach (utilising discounted cash flow, replacement cost and
net asset approaches);
· Desktop valuations based on price of a recent transaction when
transaction price/cost is considered indicative of fair value; and
· Actuarial valuations using Monte Carlo, Black Scholes and adjusted
binomial models.
The following table presents the Group's assets that are measured at fair
value at 30 September 2022:
Level 1 Level 3 Total
£ £ £
Held at fair value
At 1 October 2020 1,695,810 7,098,593 8,794,403
---------------------- ---------------------- ----------------------
Additions during the year 6,802,757 2,767,997 9,570,754
Disposals during the year (136,564) (876,000) (1,012,564)
Revaluation recognised in statement of comprehensive income 21,293,879 4,393,631 25,687,510
---------------------- ---------------------- ----------------------
At 1 October 2021 29,655,882 13,384,221 43,040,103
---------------------- ---------------------- ----------------------
Additions during the year 57,476 1,570,754 1,628,230
Disposals during the year (487,868) (984,000) (1,471,868)
Reclassification* (27,199,661) 27,199,661 -
Revaluation recognised in statement of comprehensive income (1,204,962) (35,425,100) (36,630,062)
---------------------- ---------------------- ------------------------
At 30 September 2022 820,867 5,745,536 6,566,403
---------------------- ---------------------- -----------------------
Net book value
At 30 September 2022 820,867 5,745,536 6,566,403
=========== =========== ===========
At 30 September 2021 29,655,882 13,384,221 43,040,103
=========== =========== ===========
*Veative holding has been reclassified from Level 1 to Level 3 as the company
was suspended from AIM and subsequently delisted and failed to meet the
definition of Level 1 holdings.
The following table presents the Group's financial liabilities that are
measured at fair value at 30 September 2022:
Level 1 Level 3 Total
Held at fair value
At 1 October 2021 - 2,129,400 2,129,400
Fair value adjustment - (1,853,215) (1,853,215)
Transfer to share premium on exercise - (220,185) (220,185)
---------------------- ---------------------- ----------------------
At 30 September 2022 - 56,000 56,000
---------------------- ---------------------- ----------------------
There were no transfers between levels during the year.
Refer to note 3 for further details of specific level 3 valuations performed
during the year.
Refer to note 4 for sensitivity analysis on changes to financial instruments
carried at fair value.
14. TRADE AND OTHER RECEIVABLES 2022 2021
£ £
Trade receivables 8,400 23,400
Prepayments and accrued income 54,390 28,691
Other receivables 90,960 43,390
----------------- -----------------
153,750 95,481
======== ========
The Directors consider the carrying value of trade and other receivables to
equal their fair value. No interest is charged on receivables.
The Directors consider trade receivables held at amortised cost to have no
significant financing element, and the effect of discounting to be immaterial.
15. TRADE AND OTHER PAYABLES 2022 2021
£ £
Trade payables 41,016 40,980
Accruals and deferred income 81,814 83,635
Other taxes and social security 96,320 7,020
--------------- ---------------
219,150 131,635
======== ========
The Directors consider the carrying value of trade and other payables to equal
their fair value.
16. DERIVATIVE FINANCIAL LIABILITIES 2022 2021
£ £
Derivative liabilities 56,000 2,129,400
======== ========
On 30 August 2020 as part of the consideration advanced for the acquisition of
AIL, Asimilar Group Plc granted warrants to subscribe for up to 6,300,000
Asimilar Group Plc ordinary shares in two tranches of up to 3,150,000 warrants
per tranche. The warrants represent derivatives over own equity and have been
recognised as derivative financial liabilities.
Refer to note 3 for further details regarding the valuation of derivative
financial liabilities.
Refer to note 4 for sensitivity analysis on changes to financial liabilities
carried at fair value.
The change in the fair value of the warrants from £2,129,400 to £56,000 as
at 30 September 2022 represents a fair value gain to the Group of £1,853,215
from start of the year to date of exercise which has been recognised in the
income statement and the fair value at the date of exercise of £220,198 was
recognised as share premium arising on exercise of the first tranche of the
warrants.
The change in fair value arose as a result of fluctuations in the share prices
of referenced equity instruments within the consideration warrants between the
reporting dates of 30 September 2021 and 30 September 2022 and the exercise of
the first tranche of the warrants at a lower price than that at the original
grant date.
17. SHARE CAPITAL 2022 2021
£ £
Issued and fully paid
As at 1 October 2021 5,214,709 5,213,277
Issue of 4,814,182 (2021: 14,322,500) Ordinary shares of 0.01p each 481 1,432
----------------------- -----------------------
At 30 September 2022 5,215,190 5,214,709
=========== ===========
The Company has the following classes of share capital
Ordinary shares 126,489,125 (2021: 121,683,943) shares of 0.01p each 12,649 12,168
A deferred shares (44,132,276 shares of 9.99p each) 4,408,815 4,408,815
Deferred shares (8,819,181 shares of 9p each) 793,726 793,726
---------------------- ----------------------
5,215,190 5,214,709
=========== ===========
Share Premium 2022 2021
£ £
As at 1 October 2021 17,932,954 14,327,636
Shares issued during the year (net of costs) 248,794 3,605,318
Transfer from warrant reserve on expiration of placing warrants 157,813 -
----------------------- -----------------------
At 30 September 2022 18,339,561 17,932,954
=========== ===========
Share transaction history
During the year ended 30 September 2022 the following share transactions took
place.
Asimilar Group Plc issued new shares as a result of exercise of various
warrants as follows:
- 573,333 warrants were exercised at 5p raising funds of £28,667.
- 4,240,849 warrants were exercised at par raising funds of £424.
Included in this is the exercise of 3,150,000 consideration warrants at par.
The fair value of the warrant at the date of exercise was £220,185 which
credited to the share premium account.
The ordinary shares have full voting rights,
priority dividend rights and priority in the case of winding up.
The deferred shares of 9.99p each have no voting rights and shareholders are
not entitled to any dividend, and only receive the nominal amount paid up on
their share after there has been distributed £1,000,000 to each of the
holders of the ordinary shares. The deferred shares shall not entitle the
holders thereof to any further or other right of participation in the assets
of the Company.
The A deferred shares have no voting rights and
shareholders are not entitled to any dividend. Holders of A deferred shares
shall be entitled to the amount paid up or credited as paid up on the A
deferred shares to be paid out of the assets of the Company available for
distribution among the members, after payment, to the holders of deferred
Shares of the amounts paid up thereon. The holders of the A deferred shares
shall not be entitled to any other or further right to participate in the
assets of the Company.
Warrants
Movements in warrants during the year
Warrant number Exercise price (pence) Vest date Expiry date
As at 1 October 2021
573,333 5p 05/02/2019 21/02/2022
2,000,000 5p 07/05/2019 31/05/2022
5,000,000 10p 03/12/2019 03/12/2022
1,000,000 30p 22/10/2020 22/10/2023
10,000,000 130p 24/01/2020 31/12/2021
3,150,000 0.01p* 31/08/2020 31/12/2025
3,150,000 0.01p** 31/08/2020 31/12/2025
6,000,000 50p 24/02/2021 24/08/2022
250,000 60p 18/06/2021 17/06/2024
------------------------
31,123,333
Weighted average price 55p
Lapsed (10,000000) 130p 24/01/2020 31/12/2021
(6,000,000) 50p 24/02/2021 24/08/2022
Cancelled (909,151) 5p 07/05/2019 31/05/2022
Exercised (1,090,849) 0.01p 07/05/2019 31/05/2022
(573,333) 5p 05/02/2019 21/02/2022
(3,150,000) 0.01p* 31/08/2020 31/12/2025
------------------------
Total exercised (4,814,182)
Weighted average price 0.6p
-------------------------
9,400,000
============
As at 30 September 2022
5,000,000 10p 03/12/2019 03/12/2022
1,000,000 30p 22/10/2020 22/10/2023
3,150,000 0.01p** 31/08/2020 31/12/2025
250,000 60p 18/06/2021 17/06/2024
------------------------
9,400,000
============
Weighted average price 4.6p
* Exercisable in the event mid market price of DevClever Holdings Plc is or
exceeds 28p for at least 5 consecutive business days. This condition was met
on 29 March 2021 and the warrant was exercised on 20 September 2022.
** Exercisable in the event mid market price of DevClever Holdings Plc is or
exceeds 55p for at least 5 consecutive business days.
Of the 9,400,000 outstanding warrants (2021:
31,123,333 warrants), 6,250,000 warrants (2021: 27,723,333) were
exercisable.
Warrants exercised in 2022 resulted in
4,814,182 shares (2021: 14,322,000 shares) being issued at a weighted average
price of £0.006 each (2021: £0.25 each). The related weighted average
share price at the time of exercise was £0.11 (2021: £0.40) per share. There
were no transaction costs to offset against the proceeds received in either
period.
.
No warrants were issued during the year.
Warrant Reserve
2022 2021
£ £
As at 1 October 2021 157,813 157,813
Transferred to share premium on expiration of placing warrants (157,813) -
----------------------- -----------------------
At 30 September 2022 - 157,813
=========== ===========
18. SHARE BASED PAYMENTS
The Company did not issue any options or warrants during the year.
The total value of share based payments recognised as expenditure during the
year was nil (2021: £571,000). This amount has also been credited to equity
in accordance with the provisions of IFRS 2: Share Based Payments.
19. ULTIMATE CONTROLLING PARTY
The Group is admitted to AIM and there is no
individual controlling party. The Directors' Report provides details of
those shareholders with an individual holding exceeding 3% of issued share
capital.
20. RELATED PARTY DISCLOSURES
Directors' remuneration is shown in Note 8.
There were no key management personnel other than the Directors (2021: none).
Mark Horrocks is a member of Intrinsic Capital
LLP which administers the listed investments held by Asimilar Group Plc.
Management fees paid during the year were £20,719 (2021: £1,229). These were
fully paid during the year.
There were no
other transactions falling within the scope of IAS 24 Related Party
Disclosures.
21. POST BALANCE SHEET EVENTS
On 16 December 2022 DevClever announced its intention to delist and change its
name to Veative Group Holdings Plc.
On 22 December 2022 Gorilla Technology Group Inc offered to acquire the assets
and IP of SeeQuestor Limited. Given the cash position of the company, this
offer was accepted by the shareholders. The only payment due to shareholders
of the company is $3m in January 2024 subject to certain earn out
conditions. The board of Asimilar believes it is unlikely that any payment
will be due. The value of the investment has been written down to nil at the
balance sheet date.
The Board is also proposing to delist the Group from AIM. A circular enclosed
with the annual report includes the detailed proposal.
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