REG - Asimilar Group PLC - Final Results
21/03/2022 07:15
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RNS Number : 3665F Asimilar Group PLC 21 March 2022
Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the UK Market
Abuse Regulations ("MAR"). Upon publication of this Announcement, this
information is now considered to be in the public domain.
Asimilar Group plc
("Asimilar", the "Company" or the "Group")
Final results for the year ended 30 September 2021
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, is pleased to announce the Group's
audited results for the year ended 30 September 2021.
Highlights
· Profit after tax of £26.7 million (2020: £0.4 million)
· Basic earnings per share of 23.29p (2020: 0.41p)
· Total net assets of £41.5 million (2020: £10.6 million)
· £5 million investment into Dev Clever at 10p per share
· Further investment in other existing portfolio companies,
including Audioboom, SeeQuestor, Magic Media Works, Gfinity and Sparkledun
· Raised £7.3 million cash through the exercise of warrants in the
Company, and the sale of Dev Clever options and warrants
Post year end developments
There have been a number of positive post period end developments in respect
of the Group's portfolio companies. Dev Clever Holdings plc ("Dev Clever"),
the Group's largest holding by carrying value, continues to progress its
acquisition of Veative Labs Pte Ltd (Singapore) ("Veative") and its shares are
currently suspended pending completion and FCA approval of its prospectus.
All Active Asset Capital Ltd ("AAA") has completed its acquisition of Mesh
Holdings plc, resulting in Asimilar now holding 24 million shares in AAA.
AAA has announced a number of interesting developments and opportunities.
Audioboom's share price has increased materially with its latest closing mid
price of £18.75 per share (30 September 2021: £10.20 per share).
AQSE Growth Market
The Board today announces its intention to seek admission of its shares to
trading on the Access Segment of the AQSE Growth Market. The Board believes
in the opportunities offered by the AQSE Growth Market to improve liquidity in
nascent companies and in the investment companies that invest in them. It also
provides greater optionality to the Board going forwards, should the Company
decide to cancel the admission of its shares to trading on AIM, in terms of
reducing operating costs and taking advantage of a market regime which may be
more fitting to an investment company. This includes reducing the risk that
investment opportunities are missed and shareholders' interests thereby
affected. The Company's shares will continue to trade on AIM and the Board
will continue to assess the dual-listing structure. Any proposal to cancel
the admission to AIM would be subject to shareholder approval.
John Taylor, the Chairman of the Company, commented: "I am delighted to
present these excellent results for the year in review. The Board remains
very optimistic on the opportunities our portfolio companies are presented
with in the coming months and believes several have the potential to make
material advances in 2022. We very much look forward to updating the market
with news on a number of fronts."
Contacts:
Asimilar Group plc
John Taylor via Buchanan
Cairn Financial Advisers LLP
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Corporate Finance Limited (Sole broker)
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Buchanan Communications Ltd Tel: +44 20 7466 5000 or Asimilar@buchanan.uk.com
(mailto:Asimilar@buchanan.uk.com)
Richard Oldworth
Chris Lane
Introduction
I am pleased to present the annual report and consolidated financial
statements for Asimilar Group plc ("Asimilar", "the Group", or "the Company"),
for the financial year ended 30 September 2021.
Technology is at the foundation of our investment criteria. We invest in
businesses that develop purpose-built technology and possess the operational
expertise to scale and generate positive returns for shareholders. We back
founders that have a dedicated passion and competency for creating and
engineering premium customer experiences through technology, content and
product innovation.
As an investment business we evaluate a significant pipeline of potential
investment opportunities based on the principles of our stated investment
criteria. Before investing, the board always evaluates the opportunities
diligently and takes valued input from key shareholders and our investor
partners on the value potential of the investment opportunities.
The board has evaluated a number of options to maintain positive momentum and
capitalise on new opportunities in the market that we believe are in the best
interests of shareholders. It has executed a number of follow on and new
investments as a result.
Investment Strategy
At our last Annual General Meeting, held on 18 August 2021, shareholders
approved a broadening of our investment policy to include a wider array of
technology based businesses, whilst still focusing primarily on the
sub-sectors of Big Data, Machine Learning, Telematics and Internet of
Things. It also removed the stated intention of only considering businesses
that are generating positive cash flows, or are likely to do so imminently, so
that investments in earlier stage, high growth, disruptive companies could be
considered.
Financial Review
Total comprehensive income for the year was £26,705,635 (2020: £392,329).
Unrealised gains on investments were £25,687,510 (2020: loss £1,778,363) and
realised gains on investments were £2,202,000 (2020 impairment gains:
£5,728). Cash at the bank at the year-end was £600,090 (2020: £709,819).
As at 30 September 2021, total assets were £43,735,675 (2020: £12,547,890)
and the net fair value of investments held was £43,040,104 (2020:
£8,794,403). Total net assets were £41,474,640 (2020: £10,591,255) which
represents 35.94 (2020: 11.60) pence per share.
Investment Portfolio
Asimilar has developed a portfolio approach to its investments. The Board
will assess new investments as well as reinforcing existing investments in
portfolio companies where it has assessed there are opportunities to enhance
shareholder value. In order to expose our investors to the potential returns
that we believe they demand, such investments should be regarded as at the
highest end of the risk spectrum. A brief summary of our investments and
developments within them is outlined below:
Dev Clever Holdings Plc ("Dev Clever")
Dev Clever Holdings Plc, together with its wholly owned subsidiary Dev Clever
Limited, is a software and technology group based in Tamworth, United Kingdom,
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, Dev Clever listed on the Standard List of the London Stock Exchange.
The interest in Dev Clever is held via Asimilar's wholly owned subsidiary,
Asimilar Investments Limited ("AIL"), based in Jersey.
On 3 September 2020, AIL exercised its right to subscribe for 17,500,000
shares in the capital of Dev Clever at a price of 10 pence per Dev Clever
share for an aggregate subscription amount of £1.75 million in accordance
with the terms of the amended Dev Clever Investment Agreement.
On 1 December 2020, AIL announced its intention to exercise the second tranche
of the Dev Clever option. This became unconditional on 26 January 2021
resulting in a further investment of £2,000,000 for 20 million new shares.
On 25 February 2021, the Group announced that it had assigned the right to
subscribe for 30 million shares in Dev Clever to Sitius Limited ("Sitius") for
a cash consideration of £3 million. In addition, AIL assigned some 15
million of the warrants to subscribe for new Dev Clever shares at 25p each to
Sitius for a further cash consideration of £500,000. Asimilar also
announced on 1 March 2021 AIL's intention to use the proceeds from these
assignments to complete its subscription for a further 30 million shares in
Dev Clever at 10p per share which was completed on 18 March 2021.
At 30 September 2021, AIL held 70,000,000 ordinary shares in Dev Clever
representing approximately 12.2% of Dev Clever's issued share capital. The
carrying value of this investment was £26,950,000. Asimilar Group Plc also
held an additional 2,300,000 shares at a carrying value of £885,500. AIL
retains a warrant to subscribe for 35 million new ordinary shares in Dev
Clever at 25 pence per Dev Clever share.
On 24 December 2021, Dev Clever announced that trading in its ordinary shares
was to be suspended pending the approval by the FCA of the acquisition of
Veative by Dev Clever.
Mesh Holdings Plc ("MESH")
MESH is an unlisted investment business that aims to incubate emerging
technology brands. On 3 August 2020 Asimilar announced that it had reached
an agreement with MESH whereby the Company received a consideration of 24
million MESH shares in return for the assignment of Asimilar's right to
subscribe for up to 32% of the share capital of Sentiance N.V. ("Sentiance").
MESH holds a number of technology investments including Sentiance N.V.
Asimilar's holding of 24m shares accounted for 8.89% of MESH's issued share
capital and was carried at a valuation of £984,000 as at 30 September 2021.
Sentiance is an emerging and leading organisation within behavioural, ethical
artificial intelligence and machine learning with its "Motion Intelligence"
and "Behavioural Change Platform" technologies. Sentiance has announced new
partnerships, extended partnerships and contracts with well- known
international businesses, including several within the Fortune 500.
On 29 November 2021 the Court approved a scheme of arrangement whereby All
Active Asset Capital Limited ("AAA"), a private company previously listed on
AIM, acquired 100% of MESH on the basis of one new AAA share for one MESH
share. As a result, Asimilar now holds 24 million AAA shares representing
approximately 1.3% of AAA's issued share capital. It is expected that a 'grey
market' trading facility for AAA shares will be put in place within Q1 of 2022
as AAA seeks to attain a listing on an international recognised stock
exchange.
Audioboom Group plc ("Audioboom")
Audioboom is a global leader in podcasting with more than 100 million
downloads each month from 30 million unique listeners around the world.
Audioboom was ranked as the fourth largest podcast publisher in the US by
Triton Digital in January 2022.
Audioboom's ad-tech and monetisation platform underpins a scalable content
business that provides commercial services for a premium network of 250 top
tier podcasts.
In its quarterly update to 30 September 2021 Audioboom announced revenues for
the nine months of $39.7m, up 117% for the same period in 2020 ($18.3m). Its
nine month adjusted EBITDA of $1.2m compared to a $1.6m loss for the same nine
month period in 2020.
As at 30 September 2021 Asimilar held 155,000 (2020: 53,400) shares in
Audioboom which represents 0.99% (2020: 0.34%) of the issued share capital.
The investment was valued at £1,575,920 at 30 September 2021 based on an
Audioboom share price of £10.20.
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, making every home a connected home.
ROXi, which was launched by Magic Media in 2017, is the world's first 'made
for TV' music entertainment product, delivering music entertainment
experiences that allow consumers to listen, sing, dance and play together at
home.
ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl
Crow and delivers its unique interactive experience through the stylish ROXi
Console as well as through major Smart TV and Pay TV platforms, including Sky.
Offering unlimited music, karaoke-style singing, global radio access, an
ambient sound machine and ROXi's unique music trivia game, Name That Tune,
ROXi is highly differentiated and popular with its target market of older,
family consumers. 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, providing customers with one year's
access to a premium music catalogue of over 55 million music tracks.
On 8 September 2020 Sky Q launched the ROXi music service, bringing an
entertaining mix of unlimited music, music games, radio and karaoke to the
living room, all in one place.
The partnership means that the ROXi music entertainment experience is now
available on the Sky Q Pay TV platform, without the need for any additional
hardware.
The launch of "ROXi on Sky Q" is part of a wider strategy to provide the ROXi
experience on all major Smart TV and Pay TV platforms, with Sky having been
the first European rollout partner. Roxi is now available on Fire TV, Google
TV and Android TV.
On 7 December 2020 Asimilar invested a further £298,204 in Magic Media via a
subscription to 298,204 loan notes of £1.00 each.
On 23 June 2021 Asimilar took up its pre-emption rights and invested a further
£693,564 in loan notes of £1.10 each.
Interest will be paid on the Loan Notes at 5%, payable annually in arrears on
the anniversary of the Loan Note subscription. The Loan Notes expire on 31
January 2026. Magic Media can elect to satisfy the interest through the
issuance of further Loan Notes or shares to the Loan Note holder. Each Loan
Note has a separate warrant attached which gives the holder the right to
subscribe for a share in Magic Media at £1.10 for the 693,564 Loan Notes and
at £1.00 for the 298,204 Loan Notes at any time during the life of the Loan
Note ("Warrant"). The exercise of the Warrants can be carried out by
offsetting the exercise subscription due against the outstanding loan amount,
effectively resulting in a cashless exercise.
At 30 September 2021 Asimilar held 1,646,682 shares which represents 6.13%
(2020: 7.4%) of the issued share capital. Asimilar also holds £1,491,768 in
convertible loan notes, 928,717 warrants and has options over a further 95,000
ordinary shares in Magic Media. The carrying value of this investment was
£3,352,295 at 30 September 2021.
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 A&E Networks, AMC Networks, Channel 4, Nova TV
Sony Traceplay, QVC TV, Box Nation, Little Dot Studios and At The Races
amongst others.
New customers taken on during the year were GB News, Digital Theatre and
Craftsy. The company delivered the Paralympic Games on Channel 4's website and
over its OTT platform.
Simplestream's cloud-based Media Manager 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, social video syndication and
subscriber management services.
Simplestream's technology 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 "Hybrid TV" solution is used by leading broadcasters to
power "catchup" services on Freeview, Freesat, YouView and EETV.
Simplestream delivers services across Europe, the US, Africa and the Far East
with further international expansion planned for 2022.
At 30 September 2021 Asimilar held 9,943 (2020: 9,943) shares in Simplestream,
which represents 6.71% (2020: 6.71%) on a fully diluted basis and a
Convertible Loan Note of £21,000. The carrying value of this investment at
30 September 2021 is £856,212.
Gfinity plc ("Gfinity")
Gfinity is a world-leading esports solutions provider. 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.
During the year the company grew its Gfinity Digital Media group ("GDM")
through the acquisition of three digital media assets focused on the gaming
industry; EpicStream in December 2020, Stock Informer in August 2021 and
SiegeGG Corporation in September 2021. These transactions have strengthened
the company's Digital Media offering and improved the company's ability to
offer broader and more in depth content to its dedicated fans.
On 23 August 2021 the company completed a fundraise of £3.3m through an
accelerated bookbuild.
At 30 September 2021 Asimilar held 5,962,500 (2020: 400,000) shares in Gfinity
which represent 0.5% (2020: 0.05%) of the issued share capital. The carrying
value of this investment at 30 September 2021 is £224,462.
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 Fast to Fibre commercial proposition is to reduce the cost of fibre optic
deployment particularly in difficult to access areas such as urban and city
centres, thereby increasing the pace of adoption in line with government
targets around the world to provide ultra-fast internet access. 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 31 March 2021, Asimilar agreed to invest a further £300,044 for 5,047 new
ordinary shares. This was part of a fund raise of £2.7 million to fund
growth, marketing and R&D.
At 30 September 2021 Asimilar held 8,307 (2020: 3,260) ordinary shares of
£1.00 each in the issued share capital of Sparkeldun, which represents 4%
(2020: 1.88%) of its issued share capital. The carrying value of this
investment was £493,851 at 30 September 2021.
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 the Directors believe 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 comb through archives of video footage to find persons of
interest or vehicles, 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.
On 9 November 2020, Asimilar Investments Limited ("AIL") invested a further
£250,000 for 16,892 new equity shares in addition to the 47,018 already held.
0n 31 December 2020 AIL invested a further £250,000 for new equity shares and
was also granted a 1 for 1 warrant to subscribe for further new ordinary
shares in SeeQuestor. These warrants have also been applied on a one for one
basis to the previous investment of £250,000 made on 9 November 2020. The
warrants were exercised in December 2021.
The holding of SeeQuestor shares totalled 80,802 as at 30 September 2021,
representing 7.08% of the issued share capital of SeeQuestor, and the carrying
value of the investment was £970,138.
Low 6 Limited
Low6 Limited has developed an app for "pool betting" gameplay designed for
Millennials to compete against each other rather than traditionally pitted
against 'the House'. Distribution is through multi-channel platform
technology. Gameplay is available via 'Global network' or 'Ring-fenced
geo-specific' tenants and/or locations.
On 2 October 2020 Asimilar converted £60,000 of Convertible Loan Notes into
4,408 shares. On 19 December 2020 Asimilar exercised the warrants it held to
bring the total investment in Low 6 Limited to 6,612 shares, representing some
0.01% of the issued share capital. The carrying value of the investment
was £119,993 at year end.
Zeelo Limited
Zeelo Limited's ambition is to build the world's leading smart mobility
platform for organizations, 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.
Zeelo has grown very impressively over 2021 in terms of journeys taken on the
platform and significant revenue and the Board is confident it will realise
the value of its investment in the near term.
On 4 August 2021 Asimilar invested £301,850 for 122 A preference shares which
represents 0.01% of the issued share capital. The carrying value of this
investment was £301,850 at 30 September 2021.
Asimilar Investments Limited ("AIL") formerly Intrinsic Capital (Jersey)
Limited
On 30 August 2020 Asimilar acquired Asimilar Investments Limited ("AIL"),
formerly Intrinsic Capital (Jersey) Limited ("ICJL") in order to allow
Asimilar to manage its portfolio with the benefit of the more benign capital
gains tax regime available in Jersey in respect of some of its current and
future investments.
AIL was a party to an investment agreement with Dev Clever Holdings Plc ("Dev
Clever"), as announced by Dev Clever on 13 May 2020, giving AIL a right to
subscribe for up to 100,000,000 ordinary shares in Dev Clever at a price of 10
pence per Dev Clever share (the "Dev Clever Investment Agreement").
Following the exercise of all of these subscription rights, AIL would have
been entitled to exercise a warrant to subscribe for up to 50,000,000
additional Dev Clever shares at a price of 25 pence per Dev Clever Share (the
"Dev Clever Warrant").
At the date of acquisition AIL had exercised part of the option and invested
£250,000 for 2,500,000 of Dev Clever shares.
Under the terms of the acquisition agreement of AIL, the Company acquired
the entire issued share capital of AIL in return for the issuance of 1,000,000
new Asimilar ordinary shares credited as fully paid ("Consideration Shares").
In addition Mark Horrocks, the sole owner of AIL, was granted warrants to
subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to
4,500,000 warrants per tranche. Each tranche was exercisable for two years
after the relevant price criteria in Dev Clever having been reached. The
relevant price criteria are the mid-market closing price of Dev Clever Shares
for a period of five consecutive Business Days being or exceeding (i) 28
pence; and (ii) 55 pence respectively. The number of warrants which Mr
Horrocks will be able to exercise will be proportional to the number of shares
in Dev Clever subscribed for by the Company or AIL pursuant to the Dev Clever
Investment Agreement at the date of exercise of such warrants.
On 29 March 2021, the Company announced that the mid-market closing price of
shares in Dev Clever had exceeded 28 pence for a period of five consecutive
Business Days. Therefore 70 per cent of the first tranche of 4,500,000
warrants in Asimilar (equating to 3,150,000 warrants) issued to Mark Horrocks
have vested. The 3,150,000 warrants are exercisable at 0.01 pence per
Asimilar ordinary share until 29 March 2023.
COVID -19 statement
The continuing global presence of coronavirus COVID-19 during the year
continued to impact on the markets and business activity. The board has been
in discussions, where possible, with its investee companies to better
understand the impact on their business and actions taken to protect the
businesses.
Our investee companies have carried out risk assessments and successfully
implemented a number of actions to protect their workers and businesses.
Share issues
During the year Asimilar Group Plc issued new shares as a result of the
exercise of various warrants as follows:
- 2,760,000 5p warrants were exercised raising funds of £138,000.
- 11,562,500 30p warrants were exercised raising funds of
£3,468,750.
The following warrants were issued during the year (in addition to the
3,150,000 warrants issued to Mark Horrocks referred to above):
- 1,000,000 director warrants to Mark Horrocks with an exercise
price of 30p per share.
- 6,000,000 warrants to Sitius relating to the disposal of the
DevClever Option and Warrants with an exercise price of 50p per share.
- 250,000 director warrants to Michael Preen with an exercise
price of 60p per share.
Post Year End Transactions
On 29 October 2021 All Active Asset Capital Limited ("AAA") completed its
acquisition of MESH. Asimilar now holds 24m shares in AAA which
represented 1.3% of AAA's issued share capital. AAA currently holds 185,917
shares of AAQUA N.V. which represents 32.5% of the issued share capital of
AAQUA NV and 28,000 shares of Sentiance N.V. which represents 25.3% of the
current issued share capital of that company.
AAA is a technology investing company, previously listed on AIM. It is
pursuing a strategy of investing in opportunities within the global
technology, software and Artificial Intelligence space, seeking to expose
investors to a portfolio of potential future market leaders. It has
announced its intention to re-list on a recognised international exchange and
ahead of that, to enable a 'grey market' trading facility in its shares during
2022.
AAQUA is a new social and community platform, centred around passions,
connecting like-minded people, fans, icons, creators and brands through a
federated network of passion communities. AAQUA's plan is to reshape the
social media experience along more positive and inclusive lines by empowering
peer-level communities, celebrating authentic and purposeful connections, and
unleashing the power of co-creation.
Sentiance is a Belgian intelligence-driven data science and behaviour change
company. Sentiance's technology is designed to turn motion data into
contextual insights and uses behavioural change techniques to personalise
engagement for safer and sustainable mobility and well-being experiences.
On 24 December 2021, Dev Clever announced that trading in its ordinary shares
were to be suspended pending the approval by the FCA of the acquisition of
Veative Labs Pte Ltd (Singapore) by Dev Clever.
On 31 December, AIL exercised its SeeQuestor warrants and invested £337,840
for a further 33,784 new shares to bring its total holding to 67,568 and total
Group holding to 114,586.
On 22 February 2022, the Company issued 240,000 new ordinary shares as a
result of a warrant exercise.
Investment Strategy
The shareholders approved amendments to the investing strategy at the
Company's latest AGM held in July 2021. As a result the Board broadened its
investing policy to encompass the broader technology sector whilst remaining
primarily focused on opportunities within Big Data, Machine Learning,
Telematics and Internet of Things. It also removed the stated intention of
only considering businesses that are generating positive cash flows or are
likely to so imminently, so that investments in earlier stage, high growth,
disruptive companies can be considered. The full text of the amended investing
policy is as follows:
The Company's Investing Policy is to invest in businesses which have some or
all of the following characteristics:
· strong management with a proven track record;
· ready for investment without the need for material re-structuring
by the Company
· via an injection of new finances or specialist management, the
Company can enhance the prospects and therefore the future value of the
investment;
· able to benefit from the Directors existing network of contacts;
and
· the potential to deliver significant returns for the Company.
Asimilar Group Plc will invest in the technology and software sectors and aims
to focus primarily on opportunities in the Big Data, Machine Learning,
Telematics and Internet of Things areas.
Whilst the Directors are principally focused on making investments in private
businesses, they do not rule out investments in listed businesses if this
presents, in their judgment, the best opportunity for Shareholders.
The Company intends to be an active investor in situations where the Company
can make a clear contribution to the progress and development of the
investment. In respect of other more substantial investment opportunities, the
Directors expect the Company to be more of a passive investor.
The Directors believe that their broad collective experience together with
their extensive network of contacts assists them in the identification,
evaluation and funding of appropriate investment opportunities. When
necessary, other external professionals will be engaged to assist in the due
diligence on prospective targets and their management teams. The Directors
will also consider appointing additional directors with relevant experience if
required.
There exists no limit on the number of projects into which the Company may
invest, and the Company's financial resources may be invested in a number of
propositions or in just one investment, which may be deemed to be a reverse
takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a
portfolio of related assets it is possible that there may be cross-holdings
between such assets. The Company does not currently intend to fund any
investments with debt or other borrowings but may do so if appropriate.
The Company's primary objective is that of securing for the Shareholders the
best possible value consistent with achieving, over time, both capital growth
and income for Shareholders through developing profitability coupled with
dividend payments on a sustainable basis.
Outlook
The Board will continue to pursue and evaluate opportunities that meet the
investment criteria. It remains very optimistic on the opportunities our
portfolio companies are presented with in the coming months and believe
several have the potential to make material advances in 2022. We very much
look forward to updating the market with news on a number of fronts.
I would like to thank our shareholders and advisors for sharing our vision and
supporting the Board.
John Taylor
Chairman
Date: 18 March 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2021 2020
Notes £ £
Revenue 5 14,000 14,000
Other income 5 - 1,140,000
Realised gains on investment disposals 2,202,000 -
Administrative expenses (800,536) (1,043,099)
Fair value gain on asset acquisition 18 - 1,694,436
(Losses) / Gains from remeasurement of derivative financial liabilities 16 (459,900) 436,500
Sundry income 43,414 5,728
Remeasurement to fair value of investments in financial assets 12,13 25,687,510 (1,778,363)
------------------ ------------------
OPERATING PROFIT BEFORE FINANCING ACTIVITIES 26,686,488 469,202
Finance income 6 20,377 49,945
Finance cost 6 (1,229) (126,818)
------------------ ------------------
PROFIT BEFORE TAX 8 26,705,635 392,329
Tax charge 10 - -
------------------ ------------------
PROFIT AFTER TAX 26,705,635 392,329
------------------ ------------------
Earnings per share (pence per share)
Basic earnings 12 23.29p 0.41p
========= =========
Diluted earnings 12 19.23p 0.28p
========= =========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2021 2020
Notes £ £
ASSETS
Non-current assets
Investments in financial assets held at fair value 13 36,312,423 5,771,908
-------------------- --------------------
36,312,423 5,771,908
-------------------- --------------------
Current assets
Investments in financial assets held at fair value 13 6,727,681 3,022,495
Financial assets held at amortised cost 13 - 2,771,426
Trade and other receivables 14 95,481 182,242
Cash and cash equivalents 600,090 709,819
-------------------- --------------------
7,423,252 6,685,982
-------------------- --------------------
TOTAL ASSETS 43,735,675 12,457,890
========== ==========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 15 131,635 197,135
Derivative financial liabilities held at fair value 16 2,129,400 1,669,500
-------------------- --------------------
Total liabilities 2,261,035 1,866,635
-------------------- --------------------
Equity
Share capital 17 5,214,709 5,213,277
Share premium account 17 17,932,954 14,327,636
Merger relief reserve 17 279,900 279,900
Warrant reserve 17 157,813 157,813
Retained earnings 17 17,889,264 (9,387,371)
--------------------- ---------------------
Total equity 41,474,640 10,591,255
--------------------- ---------------------
TOTAL EQUITY AND LIABILITIES 43,735,675 12,457,890
========== ==========
The financial statements were approved and authorised for issue by the board
of directors on 18 March 2022 and were signed below on its behalf by
John Taylor
Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Share Merger
Share Premium Relief Retained Warrant
Capital Account Reserve Earnings Reserve Total
£ £ £ £
At 1 October 2019 5,207,754 7,864,973 - (10,104,200) - 2,968,527
Total comprehensive income for the year - - - 392,329 - 392,329
Share based payments - - - 324,500 - 324,500
Issue of warrants - - - - 157,813 157,813
Transactions with owners
Shares issued 5,523 6,580,097 279,900 - - 6,865,520
Cost of new issue - (117,434) - - - (117,434)
----------------- ------------------ ------------------ -------------------- -------------------- ------------------
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 30 September 2021 5,214,709 17,932,954 279,900 17,889264 157,813 41,474,640
========= ========== ========== =========== =========== =========
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 2021
2021 2020
£ £
Operating activities
Profit for the year 26,705,636 392,329
Adjustments for:
(Increase) / decrease in trade and other receivables 86,761 (112,776)
Decrease in trade and other payables (65,500) (80,310)
Net finance cost (19,148) (42,655)
Unrealised losses / (gain) on remeasurement to fair value (25,687,510) 1,364,364
Gain on sale of investments (2,202,000) -
Fair value gain on asset acquisition - (1,694,436)
Share based payments 571,000 324,500
Other income (non-cash transaction) - (1,140,000)
------------------- -------------------
Net cash generated / (used) in activities (610,761) (988,984)
------------------- -------------------
Investing activities
Payments to acquire investments (9,570,755) (2,453,901)
Proceeds from sale of investments 3,674,463 -
Loans repaid / (advanced) 2,771,426 (2,722,422)
Finance income received 19,148 941
------------------- -------------------
Net cash used in investing activities (3,105,718) (5,175,382)
------------------- -------------------
Financing activities
Net proceeds from issue of shares 3,606,750 6,625,899
Cash arising on acquisition of ICJL - 5,871
------------------ ------------------
Net cash generated from financing activities 3,606,750 6,631,770
------------------- -------------------
Net increase / (decrease) in cash and cash equivalents (109,729) 467,404
Cash and cash equivalents at the start of the year 709,819 242,415
------------------ ------------------
Cash and cash equivalents at the end of the year 600,090 709,819
------------------ ------------------
Cash and cash equivalents consist of:
Cash and cash equivalents 600,090 709,819
========= =========
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 2021
1. GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is listed on the
Alternative Investment Market (AIM) and 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 EU
endorsed 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 2021, 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 2021 and have not been
applied in preparing these consolidated financial statements. None of these is
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 £41,474,640 as at
30 September 2021 (2020: net assets £10,591,255) and generated income after
tax of £26,705,635 (2020: £392,329) in the reporting period.
After taking into account anticipated
operational costs, expected cash outflows and funds arising from the disposal
of listed investments as part of a cash flow forecast prepared to April 2023,
the directors are confident that the Group will remain in operational
existence for the foreseeable future and that the going concern basis of
preparation is appropriate to the Group's financial statements.
2.4 Consolidation
(a) 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 Intrinsic Capital (Jersey) Limited during the prior year), 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.
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 that 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.
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 use 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 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 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 £13,384,222
(2020: £7,098,593) (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
business, 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
Mesh Holdings Plc ("MESH") equity investment
On 3 August 2020 the Company acquired 24 million shares in MESH (8.9% of its
share capital, since diluted to 8.2%). The fair value of the shareholding at
the balance sheet date of £984,000 (2020: £1,130,000) 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 MESH. This included an assessment of the fair value
of Sentiance N.V., subscription rights over which were transferred to MESH in
exchange for the shares acquired by the Group.
Derivative assets - Dev Clever Holdings Plc ("Dev Clever")
The fair value of derivative financial assets at the balance sheet date of
£5,670,000 (2020: £2,920,000) 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 £0.385 at year end date,
volatility of 61% , 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
£2,129,400 (2020: £1,669,500) 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 £0.38 at
year end date, volatility of 73%, 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 £571,000 (2020:
£324,500) 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 £0.38 at the grant date, the exercise price shown
above, 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.
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 profit 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
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss - increase 5% 332,8271 205,930 332,827 205,930
Financial assets at fair value through profit or loss - decrease 5% (332,827) (205,930) (332,827) (205,930)
Impact on post-tax Impact on total equity
profit
Derivative assets - Dev Clever options 2021 2020 2021 2020
£'000 £'000 £'000 £'000
Derivative assets at fair value through profit or loss - increase 10% - 180,000 - 180,000
Derivative assets at fair value through profit or loss - decrease 10% (-) (140,000) (-) (140,000)
Dev Clever warrants change in subscription behaviour (default is to subscribe
at 100% in the money)
Subscribe at 20% in the money (945,000) (850,000) (945,000) (850,000)
Returns maximisation* 280,000 550,000 280,000 550,000
Financial liabilities - consideration warrants
Financial liabilities at fair value through profit or loss - increase (3,150) 225,000 (3,150) 225,000
volatilities of reference companies by 10%
Financial liabilities at fair value through profit or loss - decrease (12,600) (198,000) (12,600) (198,000)
volatilities of reference companies by 10%
*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 profit 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. It is unlikely that interest rates would
decrease by as much as 1% as they are currently less than 1%. 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 and the issue of new shares
to investors. 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.
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 2021 2020
£ £
Revenue: Management fees 14,000 14,000
Other income - 1,140,000
========= =========
The Company only has one class of business, investment holdings and
management, and therefore no segmental information has been presented.
Other income in prior year related to the exchange of subscription rights over
shares in Sentiance NV for 8.9% of the share capital of Mesh Holdings Plc. A
fair value of £1,140,000 was ascribed to the exchange at the date of the
transaction. No cash or other services were exchanged as part of the
transaction.
6. FINANCE INCOME AND COSTS 2021 2020
£ £
Bank and other interest received 20,377 49,945
------------------ ------------------
20,377 49,945
========= =========
Other interest payable 1,229 7,318
Share based payment (note 18) - 119,500
----------------- -----------------
1,2299 126,818
======== ========
7. PROFIT FOR THE YEAR BEFORE TAX 2021 2020
£ £
Profit for the year is stated after charging:
Auditors' remuneration
- audit of the Group and Parent Company's financial statements 36,000 22,200
- interim financial statement review services 2,000 1,950
-reporting accountant services - 28,500
Foreign exchange losses 40,450 330,819
========= ==========
8. DIRECTORS' EMOLUMENTS 2021 2020
£ £
Aggregate emoluments including benefits in kind and valuation ascribed to
share based payments, by director, are as follows:-
Simon Robinson (resigned 3/12/2019) - 35,577
Sean Nicolson (resigned 3/12/2019) - 28,461
Sohail Bhatti 50,000 111,000
John Taylor 36,000 132,000
Donald Stewart (resigned 26/10/2020) 21,000 112,000
Mark Horrocks 108,000 -
Michael Preen 71,200 -
------------------ ------------------
Aggregate emoluments 286,200 419,038
========= =========
Warrants granted to directors during the year are disclosed in the
Remuneration Report. These have been accounted for in accordance with IFRS2
Share based payments. See note 18 for details of expenditure relating to share
based payment transactions recognised during the year.
Director Grant date Number Exercise price (p) Vesting date Expiry date
Mark Horrocks 22/10/2020 1,000,000 30p 22/10/2020 22/10/2023
Michael Preen 18/06/2021 250,000 60p 18/12/2021 17/06/2024
The number of directors for whom retirement benefits are accruing under
defined contribution schemes was nil (2020: Nil). The total contributions
payable during the year amounted to £Nil (2020: £ Nil).
Exercisable warrants held by directors who held office at the relevant balance
sheet date are detailed below:
2021 2020
Number Number
Directors who resigned during the year
Donald Stewart - 2,000,000
----------------------- -----------------------
- 2,000,000
Current directors
Sohail Bhatti - exercise price 5p, expires 31 May 2022 2,000,000 2,000,000
Sohail Bhatti - exercise price 10p, expires 3 December 2022 1,000,000 1,000,000
John Taylor - exercise price 10p, expires 3 December 2022 2,000,000 2,000,000
Mark Horrocks - exercise price 0.01p, expires 29 March 2023 3,150,000 4,500,000
Mark Horrocks - exercise price 0.01p, expires 31 December 2025 3,150,000 4,500,000
Mark Horrocks - exercise price 30p, expires 22 October 2023 1,000,000 -
Michael Preen - exercise price 60p, expires 17 June 2024 250,000 -
----------------------- -----------------------
12,550,000 16,000,000
=========== ===========
9. STAFF COSTS 2021 2020
Number Number
The average monthly number of employees (including directors) during the year
was
Administration 4 3
======== ========
£ £
Employment costs
Wages and salaries 117,200 214,038
Social security costs 8,748 20,872
Warrants granted (note 18) 169,000 205,000
------------------ ------------------
294,948 439,910
========= =========
10. TAXATION 2021 2020
£ £
10(a) Current year tax
UK corporation tax (note 11(b)) - -
======= =======
10(b) Factors affecting the tax charge for the year
Profit on ordinary activities before taxation 26,705,635 392,329
----------------- -----------------
Profit on ordinary activities before taxation multiplied by the main
rate of UK corporation tax 19% (2020: 19%) 5,074,071 74,542
----------------- -----------------
Effects of:
Non deductible expenses in subsidiary (4,236,894) 86,623
Gain on acquisition of assets and liabilities of ICJL - (321,942)
Fair value uplift adjustment in subsidiary (688,940) 238,925
Capital gains difference at 19% 228,890 201,368
Net tax adjustments and transfer (25,188) (35,001)
Non deductible expenses (243,463) (160,428)
Deferred tax not recognized (108,476) (84,087)
------------------ ------------------
Current tax charge - -
========= =========
The Company has unutilised losses carried forward of £1,590,705 (2020:
£1,123,285). As at 30 September 2021 the Group and Company had unrealised
taxable gains of £1,170,913 (2020: £nil) which give rise to a deferred tax
liability of £292,728 (2020: £nil). No deferred tax liability has been
recognised in respect of these gains, as tax losses of an equal and opposite
amount can be offset set such that the Group and Company's deferred tax
balance and charge for the year were £nil (2020: £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.
2021 2020
Basic Diluted Basic Diluted
Profit for the financial year 26,705,636 26,705,636 392,329 392,329
-------------------------- ------------------------ -------------------------- -----------------------
Weighted average number of shares for
basic and diluted profit per share 114,661,685 138,871,831 95,478,966 139,211,257
============= ============= ============ ===========
Profit per share (pence per share) 23.29p 19.23p 0.41p 0.28p
============= ============= ============ ===========
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.
12 FINANCIAL ASSETS
(a) Summary of financial assets
2021 2020
£ £
Non-Current
Investments in financial assets designated at fair value through profit or 36,312,423 5,771,908
loss (see (b))
---------------------- ----------------------
36,312,423 5,771,908
Current
Investments in financial assets designated at fair value through profit or 6,727,681 3,022,495
loss (see movement analysis in (c))
Financial assets (loans) (see (c)) carried at amortised cost - 2,771,425
Trade receivables carried at amotised cost (Note 14) 66,790 152,750
---------------------- ----------------------
6,794,471 5,946,670
=========== ===========
43,106,895 11,718,578
=========== ===========
(b) Analysis of movement of non-current investments
2021 2020
Financial assets designated at fair value through profit or loss £ £
Non - Current
Fair value of investments brought forward 5,771,908 2,684,091
Purchases during the year 8,594,573 3,381,180
Disposals during the year (88,652) -
Net unrealised gain/ (loss) in fair value 22,034,594 (520,863)
Arising through acquisition of AIL:
- Equity investments - 227,500
---------------------- ----------------------
Fair value of investments carried forward 36,312,423 5,771,908
=========== ===========
(c) Analysis of movement of current financial assets 2021 2020
£ £
Financial assets designated as held at fair value through profit or loss
Current
Fair value of investments brought forward 3,022,495 -
Purchases during the year 976,182 102,495
Disposals during the year (923,912) -
Arising through acquisition of ICJL:
- Equity investments (Dev Clever options - Note 3) - 2,000,000
- Warrants (Dev Clever warrants - Note 3) - 2,177,500
Net unrealised gain/(loss) in fair value 3,652,916 (1,257,500)
---------------------- ----------------------
Fair value of investments carried forward 6,727,681 3,022,495
=========== ===========
As at 30 September 2021 the fair value of options and warrants over shares in
Dev Clever Holdings Plc was £5,670,000 (2020: £2,920,000). See note 3 for
valuation details.
Financial assets held at amortised cost
The investment held at amortised cost constitute an arm's length interest
bearing short term loan of £nil (2020: £2,771,426) at an annual interest
rate of 3% that was repaid in full on 30 November 2020.
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 2021:
Level 1 Level 3 Total
£ £ £
Held at fair value
At 1 October 2019 107,115 2,576,976 2,684,091
---------------------- ---------------------- ----------------------
Additions during the year 1,792,495 1,691,180 3,483,675
Arising through acquisition of ICJL:
-equity investments 227,500 - 227,500
-Warrants - 2,000,000 2,000,000
-options - 2,177,500 2,177,500
Revaluation recognised in statement of comprehensive income (431,300) (1,347,063) (1,778,363)
---------------------- ---------------------- ----------------------
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 30 September 2021 29,655,882 13,384,221 43,040,103
---------------------- ---------------------- -----------------------
Net book value
At 30 September 2021 29,655,882 13,384,221 43,040,103
=========== =========== ===========
At 30 September 2020 1,695,810 7,098,593 8,794,403
=========== =========== ===========
The following table presents the Group's financial liabilities that are
measured at fair value at 30 September 2021:
Level 1 Level 3 Total
Held at fair value
At 1 October 2020 - 1,669,500 1,669,500
Derivatives over own equity issued in the year - - -
Fair value adjustment - 459,900 459,900
---------------------- ---------------------- ----------------------
At 30 September 2021 - 2,129,400 2,129,400
---------------------- ---------------------- ----------------------
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 2021 2020
£ £
Trade receivables 23,400 15,000
Prepayments and accrued income 28,691 29,493
Other receivables 43,390 137,750
----------------- -----------------
95,481 182,243
======== ========
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 2021 2020
£ £
Trade payables 40,980 57,917
Accruals and deferred income 83,635 135,046
Other taxes and social security 7,020 4,173
--------------- ---------------
131,635 197,136
======== ========
The directors consider the carrying value of trade and other payables to equal
their fair value.
16. DERIVATIVE FINANCIAL LIABILITIES 2021 2020
£ £
Derivative liabilities 2,129,400 1,669,500
======== ========
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 9,000,000
Asimilar Group Plc ordinary shares in two tranches of up to 4,500,000 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 £1,669,500 to £2,129,400
as at 30 September 2021 represents a fair value loss to the Group of £459,900
which has been recognised in the income statement.
The change in fair value primarily 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 2020 and 30 September
2021.
17. SHARE CAPITAL 2021 2020
£ £
Issued and fully paid
As at 1 October 2020 5,213,277 5,207,754
Issue of 14,322,500 (2020: 55,229,167) Ordinary shares of 0.01p each 1,432 5,523
----------------------- -----------------------
At 30 September 2021 5,214,709 5,213,277
=========== ===========
The Company has the following classes of share capital
Ordinary shares 121,683,943 (2020: 107,361,443 of 0.01p) shares of 0.01p 12,168 10,736
each
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
---------------------- ----------------------
5,214,709 5,213,277
=========== ===========
Share Premium 2021 2020
£ £
As at 1 October 2020 14,327,636 7,864,973
Shares issued during the year (net of costs) 3,605,318 6,462,663
----------------------- -----------------------
At 30 September 2021 17,932,954 14,327,636
=========== ===========
Share transaction history
During the year ended 30 September 2021 the following share transactions took
place.
Asimilar Group Plc issued new shares as a result of exercise of various
warrants as follows:
- 2,760,000 warrants were exercised at 5p raising funds of
£138,000.
- 11,562,500 warrants were exercised at 30p raising funds of
£3,468,750.
The following warrants were issued during the year:
- 1,000,000 director warrants to Mark Horrocks with an exercise
price of 30p per share.
- 6,000,000 warrants to Sitius Limited relating to the disposal of
Dev Clever option and warrants with an exercise price of 50p per share.
- 250,000 director warrants to Michael Preen with an exercise
price of 60p per share.
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 2020
1,833,333 5p 05/02/2019 22/02/2022
3,500,000 5p 07/05/2019 31/05/2022
5,000,000 10p 03/12/2019 31/12/2022
16,500,000 6p 01/10/2019 31/10/2020
11,562,000 30p 14/01/2020 31/03/2021
10,000,000 130p 24/01/2020 31/12/2021
3,500,000 60p 06/10/2020 31/12/2020
4,500,000 0.01p* 31/08/2020 31/12/2025
4,500,000 0.01p** 31/08/2020 31/12/2025
------------------------
60,895,333
Weighted average price 33p
Lapsed (16,500,000) 6p 01/10/2019 31/10/2020
(3,500,000) 60p 06/10/2020 31/12/2020
------------------------
(20,000,000)
Weighted average price 15p
Cancelled (2,700,000) 0.01p 31/08/2020 31/12/2025
(1,350,000) 0.01p** 31/08/2020 31/12/2020
Exercised (1,260,000) 5p 05/02/2019 22/02/2022
(1,500,000) 5p 07/05/2019 31/05/2022
(11,562,000) 30p 14/01/2020 31/03/2021
------------------------
(14,322,000)
Weighted average price 25p
Granted 1,000,000 30p 22/10/2020 22/10/2023
6,000,000 50p 24/02/2021 24/08/2022
250,000 60p 18/06/2021 17/06/2024
-------------------------
7,000,000
Weighted average price 47p
-------------------------
31,123,333
============
As at 30 September 573,333 5p 05/02/2019 21/02/2022
2021 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
* 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
satisfied on 29 March 2021
** Exercisable in the event mid market price of DevClever Holdings Plc is or
exceeds 55p for at least 5 consecutive business days
Of the 31,123,333 outstanding warrants (2020:
60,895,833 warrants), 27,723,333 warrants (2020: 48,395,833) were
exercisable.
Warrants exercised in 2021 resulted in
14,322,000 shares (2020: 2,666,667 shares) being issued at a weighted average
price of £0.25 each (2020: £0.054 each). The related weighted average
share price at the time of exercise was £0.40 (2020: £0.34) per share. There
were no transaction costs to offset against the proceeds received in either
period.
.
The Company entered into the following transactions where warrants were
issued:
On 22 October 2020 Asimilar Group Plc issued
1,000,000 warrants to company Director, Mark Horrocks, with an exercise price
of 30.00p and a vesting date of 22 October 2020. The fair value at the grant
date of these warrants has been determined through an actuarial valuation
using an adjusted binomial model. The aggregate fair value of the warrants of
£108,000 has been expensed as directors remuneration in accordance with IFRS
2 share based payments and the Group's accounting policy outlined in note
2.10. These share based payments are also disclosed in note 19 and the
directors remuneration report.
On 18 June 2021 Asimilar Group Plc issued 250,000 warrants to company
Director, Michael Preen, with an exercise price of 60.00p and a vesting date
of 18 June 2021. The fair value at the grant date of these warrants has been
determined through an actuarial valuation using an adjusted binomial model.
The aggregate fair value of the warrants of £61,000 has been expensed as
directors remuneration in accordance with IFRS 2 share based payments and the
Group's accounting policy outlined in note 2.10. These share based payments
are also disclosed in note 19 and the directors remuneration report.
On 24 February 2021 as part consideration for the disposal of the Dev Clever
option and warrants by Asimilar Investments Limited, Asimilar Group Plc
granted warrants to subscribe for up to 6,000,000 Asimilar ordinary shares.
These were granted to Sitius Limited, the investment vehicle of David Von
Rosen. The warrants represent derivatives over own equity and have been
recognised as derivative financial liabilities. At the balance sheet date the
aggregate fair value of these warrants of £402,000 has been determined
through a third party actuarial valuation using an adjusted binomial model
that is consistent with the mathematics underlying the Black Scholes formula.
Warrant Reserve
2021 2020
£ £
As at 1 October 157,813 -
Premium attributable to bundled warrants issued as part of private placing - 157,813
(warrant reserve)
----------------------- -----------------------
At 30 September 157,813 157,813
=========== ===========
18. FAIR VALUE GAIN ON ACQUISITION
In year the ending 30 September 2020, a fair value exchange gain arose on the
acquisition of Asimilar Investments Limited ("AIL"), in Jersey, as the fair
value of identifiable assets and liabilities acquired was higher than the
consideration transferred. The Directors considered the commercial context of
the transaction and deemed it appropriate to recognise this gain in the income
statement on the date of the acquisition of AIL.
£
Fair value of assets and liabilities acquired 4,091,836
Less: Total consideration transferred (2,397,400)
-----------------
Fair value gain on asset acquisition . 1,694,436
========
19. SHARE BASED PAYMENTS
On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants to company
Directors with an exercise price of 30.00p and a vesting date of 22 October
2020 and exercisable by 22 October 2023.
On 18 June 2021 Asimilar Group Plc issued a further 250,000 warrants to
company Directors with an exercise price of 60.00p and a vesting date of 18
June 2021 and exercisable by 17 June 2024.
The fair value at the grant date of these warrants has been determined using
an adjusted binomial model. The aggregate fair value of the warrants of
£169,000 has been expensed as directors remuneration in accordance with IFRS
2 Share Based payments and the Group's accounting policy outlined in note
2.10.
These share based payments are also disclosed in the directors remuneration
report.
On 24 February 2021 Asimilar Group Plc issued 6,000,000 warrants with an
exercise price of 50.00p with an expiry date of 24 August 2022 to Situis
Limited. The warrants were issued as part of the arrangements with Asimilar
Investments Limited to transfer 30m of options and 15m of warrants held in Dev
Clever for a consideration of £3.5m. The fair value of these warrants has
been determined through an actuarial valuation using an adjusted binomial
model. The aggregate fair value of the warrants of £402,000 has been expensed
as investment cost of Asimilar Investments Limited and share based payment.
The fair value of warrants granted during the period, determined using the
adjusted binomial model, was £0.067 per warrant . The significant inputs
into the model were a weighted average share price of £0.38 at the grant
date, the exercise price shown above, 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 last year.
The total value of share based payments recognised as expenditure during the
year was £571,000 (2020: £324,500). This amount has also been credited to
equity in accordance with the provisions of IFRS 2: Share Based Payments.
20. 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.
21. RELATED PARTY DISCLOSURES
Directors' remuneration is shown in Note 8.
There were no key management personnel other than the Directors (2020: none).
On 30 August 2020, the acquisition date of
Asimilar Investments Limited, the company had a liability to Mark Horrocks of
£319,036. £250,000 was paid back on 9 September 2020. The balance
outstanding at 30 September 2021 was £Nil (2020: £69,036). Mark Horrocks
became a director of Asimilar Group Plc on the acquisition of Asimilar
Investments Limited.
During the year, Kepstorn Solicitors provided
legal and advisory service to the Asimilar Group Plc. Donald Stewart is a
partner in the firm and was a director of Asimilar Group Plc at the time.
Total cost of service provided amounted to £19,940. (2020: £125,340). These
were fully paid during the year. There were no outstanding amounts at the year
end.
There were no other transactions falling within
the scope of IAS 24 Related Party Disclosures.
22. POST BALANCE SHEET EVENTS
The board does not consider these to be adjusting events.
On 29 November 2021 All Active Asset Capital Limited (AAA) and MESH completed
a scheme of arrangement whereby AAA acquired 100% of MESH. Accordingly,
Asimilar now holds 24 million AAA shares.
On 24 December 2021, Dev Clever Holdings 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) by Dev Clever.
On 31 December, AIL exercised its SeeQuestor warrants and invested £337,840
for a further 33,784 new shares to bring its total holding to 67,568 and total
Group holding to 114,586.
0n 22 February 2022, the Company issued 240,000 new ordinary shares as a
result of a warrant exercise.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
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