REG - Asimilar Group PLC - Half-year Report
30/06/2022 07:16
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RNS Number : 7292Q Asimilar Group PLC 30 June 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")
Unaudited Interim Results for the six months ended 31 March 2022
The Board of Asimilar (AIM/AQSE: ASLR) announces the Group's unaudited results
for the six month period ended 31 March 2022.
Key financials:
· Loss for the period of £10.6 million (H1 2021: profit of £23.4
million), driven by the unrealised loss on the value of the Group's holding in
Dev Clever Holdings plc ("Dev Clever") over the period. This reflected a
fall in the Dev Clever share price from 38.5p per share at 30 September 2021
to 27p per share at 31 March 2022*
· Net assets of £30.9 million (30 September 2021: £41.5 million),
reflecting the unrealised loss on the Dev Clever investment
· Net asset value (NAV) per share of 25.3p (30 September 2021:
34.1p)
John Taylor, Chairman, commented: "The Board continues to work on delivering
the Group's strategy, which is focused on investment opportunities in the
technology and software sectors with its primary focus being in the fields of
big data, machine learning and the internet of things (IOT). The six months
in review (and subsequent period) have seen significant headwinds in our
sectors of interest and therefore reflect somewhat of a consolidation
period. The Group awaits further news on the RTO and associated re-listing
of Dev Clever, and the proposed re-listing of All Active Asset Capital ("AAA")
on an international exchange, both of which should add further flexibility to
the Group in deploying additional capital in new opportunities which the Board
continues to actively review."
*The Dev Clever share price was 30p per share on 24 December 2021 when the
shares in Dev Clever were suspended pending a proposed reverse takeover
("RTO"), however the Board have valued these shares at 27p per share at the
period end to reflect off-market trading activity
For further details please see below:
Asimilar Group plc
John Taylor via Buchanan
Cairn Financial Advisers LLP (AIM Nominated Adviser)
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Corporate Finance Limited (Sole Broker)
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Oberon Capital (Aquis Adviser)
Chris Crawford Tel + 44 20 3179 5300
Buchanan Communications Ltd Tel: +44 20 7466 5000 or Asimilar@buchanan.uk.com
(mailto:Asimilar@buchanan.uk.com)
Richard Oldworth
Chris Lane
ASIMILAR GROUP PLC
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHS ENDED 31 MARCH 2022
Introduction
The Group invests in the technology and software sectors and continues to
focus primarily on investing in businesses in the fields of big data, machine
learning, telematics and the internet of things (IoT) with content and
delivery capability that engage customers, monetise the user experience and
have potential to scale.
The sectors we are already invested in are education technology (ed-tech),
e-sports, OTT broadcast TV streaming, music streaming, podcasting and cyber
security, all of which continue to enjoy significant growth into 2022.
The Group, including through its Jersey subsidiary, Asimilar Investments
Limited ("AIL"), holds a direct interest in 72.3 million shares of Dev Clever,
representing approximately 11.97% of its issued share capital, and 35 million
warrants to invest further at a price of 25 pence per share. The Group remains
encouraged with the progress that Dev Clever has made during the period and
the announcement of the conditional purchase of Veative Labs Private Limited
("Veative"). Dev Clever remains suspended from trading pending the
publication of a prospectus relating to the acquisition of Veative.
Following the acquisition of MESH Holdings Plc by All Active Asset Capital
("AAA") during the period, the Group has a holding in AAA of 24 million shares
(representing approximately 1.3% of its issued share capital). AAA owns
around 32.5% of AAQUA N.V., a new social and community platform seeking 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.
AAA also announced in March 2022 that it owns 25% of Sentiance N.V., a Belgium
based AI company, and had agreed to acquire the remaining issued equity of
Sentiance such that, upon completion, AAA will own 100% of Sentiance (the
"Sentiance Acquisition"). AAA has agreed non-binding heads of terms for the
Sentiance Acquisition and is currently negotiating a binding sale and purchase
agreement.
As an investing company Asimilar continues to support and actively work with
each of its investee companies to maximise shareholder value and build quality
businesses. Our portfolio now consists of 4 listed and 7 private
companies. We believe that there is significant upside to be delivered and
we are closely working with the boards of certain of our investee companies to
assist them in realising their potential.
Shares in Asimilar are admitted to trading on AIM and in April 2022 the Group
undertook a dual listing on the Access segment of the AQSE growth market.
Summary of investment portfolio
The Board has been selective in the transactions made and our investment
portfolio now consists of businesses with strong technology and content
themes. Each of the businesses are pioneers and innovators in their sectors
and are disrupting the space that they are in, which is consistent with
Asimilar's investment criteria.
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.
Asimilar has an interest in 72.3 million ordinary shares in Dev Clever
representing approximately 11.97% of Dev Clever's issued share capital. In
addition, Asimilar retains a warrant to subscribe for a further 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 approval by the FCA of a prospectus relating to
the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever. Dev
Clever remains suspended pending the publication of a prospectus in relation
to this acquisition and we will update the market with further developments as
soon as they are announced.
The carrying value as at 31 March 2022 of the shares is £19,521,000 (30
September 2021: £27,835,500) and the carrying value of the warrants is
£2,156,000 (30 September 2021: £5,670,000).
All Active Asset Capital ("AAA")
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. AAA has announced its
intention to seek a listing on a recognised international stock exchange.
AAA holds 32.5% of AAQUA B.V ("AAQUA"), which is a global services platform
designed around "Passion Communities" where members and famous entities
("Icons") curate original content, combined with member inspired online
to-offline initiatives. AAQUA will offer levels of control and ownership
which aim to bring members, fans, Icons and brands onto the same peer level.
AAA also announced in March 2022 that it owns 25% of Sentience N.V., a Belgium
based AI company. AAA has now agreed to acquire the remaining issued equity of
Sentiance such that, upon completion, AAA will own 100% of Sentiance (the
'Sentiance Acquisition'). Sentiance is a leading organisation within
behavioural, ethical artificial intelligence and machine learning with in its
'Motion Intelligence' and 'Behavioural Change Platform' technologies.
AAQUA and Sentiance have also agreed a mutually beneficial long-term Master
Service Agreement ('MSA') which will come into effect upon completion of the
Sentiance Acquisition. Under the terms of the MSA, AAQUA and Sentiance will
collaborate on a fully aligned roadmap which, amongst other things, will
result in:
· accelerated integration and productisation of Sentiance's
acclaimed AI recommendation, contextualisation and journey engines within the
AAQUA digital and physical Passion Community proposition;
· the creation of a highly effective, all-inclusive end-to-end
licensing model that commercialises the 'Human First' proprietary technology
stack, delivering innovation that allows brands to connect seamlessly with
their audiences around the world; and
· a significant increase in growth investment in Sentiance.
The investment in AAA is held at £984,000 as at 31 March 2022. The Board has
assessed that there is no material change in the value and will review this
carrying value at the time of publishing its annual accounts later in the
year.
Audioboom Group plc ("Audioboom"):
Audioboom is a global leader in podcasting with more than 126 million
downloads each month from 34 million unique listeners around the world.
Audioboom is now ranked as the third largest podcast publisher by weekly users
in the US by Triton Digital.
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.
For the year to 31 December 2021 Audioboom achieved revenue of US$60.3 million
up 125% on 2020 and adjusted EBITDA of US$ 3.1 million, recording a positive
adjusted EBITDA in every month in 2021.
On 24 May 2022 Audioboom issued a trading update confirming that sales
momentum has continued strongly into the second quarter, with the Company
having already contracted revenue in excess of US$66 million for 2022 through
advance advertising bookings.
As at 31 March 2022 Asimilar held 145,700 shares in Audioboom. The
investment was valued at £2,669,952 at 31 March 2022 based on an Audioboom
share price of £18.33.
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 is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl
Crow. ROXi delivers its unique interactive experience through the ROXi
Console, as well as through major Smart TV and Pay TV platforms, including Sky
Q.
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.
In addition to effortless media discovery and consumption, ROXi's vision is to
create experiences that bring people together around music, and support
activity beyond simply listening to music, with a clearly differentiated
software and hardware offering. ROXi has built a multi-territory media
platform with localisation available for language, search, catalogue and
playlist curation.
Asimilar holds 1,646,682 shares which represents 6.13% of the issued share
capital of Magic Media. 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 including loan notes
and warrants is £3,393,923 as at 31 March 2022.
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.
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 throughout 2022.
At 31 March 2022 Asimilar held 9,943 shares in Simplestream, which represents
6.71% on a fully diluted basis and a Convertible Loan Note of £21,000.
The carrying value of this investment at 31 March 2022 is £856,212.
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. SeeQuestor 'iCCTV' is now being
deployed at scale to secure sensitive events and sites in several countries.
On 30 December 2021, Asimilar Investments Limited ("AIL") exercised its
warrants and invested a further £337,840 for 33,784 new equity shares in
addition to the 80,802 shares already held.
The holding of SeeQuestor shares totalled 114,586 as at 31 March 2022,
representing 8.76% of the issued share capital of SeeQuestor, and the carrying
value of the investment was £1,308,023.
Sparkledun Limited ("Sparkledun")
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.
Asimilar holds 8,307 ordinary shares of £1.00 each in the issued share
capital of Sparkledun, representing 4% of the issued share capital. The
carrying value of the investment at 31 March 2022 was £493,851.
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.
On 15 March 2022, Asimilar invested a further £27,400 for 2,186,454 new
equity shares in Gfinity in addition to the 5,962,500 shares already held.
At 31 March 2022 Asimilar held 8,148,954 shares in Gfinity which represent
0.74% of the issued share capital and carrying value of £116,112.
Low 6 Limited ("Low6")
Low6 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.
Asimilar holds 6,612 shares in Low6, representing 0.7% of the issued share
capital. The carrying value of the investment was £119,993 at 31 March
2022.
Low6 is pursuing its own public listing on an international exchange and we
will update the market with material progress in this regard as news becomes
available.
Zeelo Limited ("Zeelo")
Zeelo's ambition is to build the world's leading smart mobility platform for
organisations, enabling access to safe and sustainable transportation for
everyday journeys. It seeks to use technology and data to provide flexible and
cost efficient transportation programmes in public transit deserts. This
includes the smart provision and procurement of shared transport for
businesses and providing employees with a safer commute to work and in
education getting students to schools and colleges safely and competitively.
It also gives transport operators access to new business via a digitised
service.
Zeelo continues to grow impressively in 2022 in terms of journeys taken on the
platform and significant revenue and the Board is confident it will realise
the value of its investment.
At 31 March 2022, Asimilar held 1,220,000 in Zeelo, which represents 1.2% of
its issued share capital, with a carrying value of £301,850.
I would like to thank our shareholders and advisers for continuing to support
the Board and our vision.
John Taylor
Chairman
29 June 2022
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 MARCH 2022
Unaudited Unaudited Audited
six months ended six months ended year ended
31 March 2022 31 March 2021 30 September 2021
Notes £ £ £
Revenue 7,000 7,000 14,000
Administrative expenses (323,811) (438,603) (800,536)
Sundry income - - 43,414
Gain on sale of investments 99,485 2,604,000 2,202,000
Gain / (Loss) from remeasurement of derivative financial liabilities 7 684,500 (602,600) (459,900)
Unrealised gain / (loss) on remeasurement to fair value on investments in 3 (11,044,357) 21,836,376 25,687,510
financial assets
GAIN / (LOSS) FROM OPERATIONS BEFORE FINANCING ACTIVITIES (10,577,183) 23,406,173 26,686,488
Finance income - 21,015 20,377
Finance cost - - (1,229)
(LOSS)/PROFIT BEFORE TAX (10,577,183) 23,427,188 26,705,635
Tax - - -
(LOSS)/PROFIT FOR THE PERIOD (10,577,183) 23,427,188 26,705,635
TOTAL COMPREHENSIVE (EXPENSE)/INCOME (10,577,183) 23,427,188 26,705,635
FOR THE PERIOD
(Loss)/profit before tax and total comprehensive income/(expense) for the
period are all attributable to the equity shareholders of the parent.
(Loss)/profit per share (pence per share)
Basic (8.69) 21.67 23.29
Diluted (8.69) 15.32 19.23
Income and profit from operations for the current period all derive from
continuing operations.
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHS ENDED 31 MARCH 2022
Unaudited Audited
31 March 30 September
2022 2021
Notes £ £
ASSETS
Non-current assets
Investments in financial assets held at fair value 3 29,343,085 36,312,423
29,343,085 36,312,423
Current assets
Investments in financial assets held at fair value 3 2,978,726 6,727,681
Trade and other receivables 4 161,100 95,481
Cash and cash equivalents 5 31,705 600,090
3,171,530 7,423,252
TOTAL ASSETS 32,514,615 43,735,675
EQUITY AND LIABILITIES
Equity
Share capital 8 5,214,766 5,214,709
Share premium account 17,961,563 17,932,954
Merger reserve 279,900 279,900
Warrant reserve 157,813 157,813
Retained earnings 7,312,082 17,889,264
Total equity attributable to equity holders of the parent
30,926,124 41,474,640
Current liabilities
Trade and other payables 6 143,591 131,635
Derivative financial liabilities 7 1,444,900 2,129,400
Total liabilities 1,588,491 2,261,035
TOTAL EQUITY AND LIABILITIES 32,514,615 43,735,675
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 MARCH 2022
Share
Share Premium Merger Warrant Retained
capital Account Reserve Reserve Earnings Total
£ £ £ £ £
Audited as at 1 October 2020 5,213,277 14,327,636 279,900 157,813 (9,387,371) 10,591,255
Total comprehensive income for the period - - - - 23,427,188 23,427,188
Share based payments - - - - 108,000 108,000
Transactions with owners
Share issue 576 1,224,924 - - - 1,225,500
Unaudited as at 31 March 2021 5,213,853 15,552,560 279,900 157,813 14,147,817 35,351,943
Unaudited as at 1 April 2021 5,213,853 15,552,560 279,900 157,813 14,147,817 35,351,943
Total comprehensive income for the period - - - - 3,170,447 3,170,447
Share based payments - - - - 571,000 571,000
Transactions with owners
Share issue 856 2,380,394 - - - 2,381,250
Audited as at 30 September 2021 5,214,709 17,932,954 279,900 157,813 17,889,264 41,474,640
Audited as at 1 October 2021 5,214,709 17,932,954 279,900 157,813 17,889,264 41,474,640
Total comprehensive expenses for the period - - - - (10,577,182) (10,577,182)
Transactions with owners
Share issue 57 28,609 - - - 28,667
Unaudited as at 31 March 2022 5,214,766 17,691,563 279,900 157,813 7,312,082 30,926,124
All equity is attributable to equity shareholders of the parent.
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 Investments Limited, recognised in accordance with S162 of the
Companies Act 2006.
Warrant reserve
Warrant reserve represents amount received for placing warrants.
Retained earnings
Represents accumulated profit to date.
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 MARCH 2022
Unaudited Unaudited Audited
six months ended six months ended year ended
31 March 2022 31 March 2021 30 September 2021
£ £ £
Operating activities
(Loss) / profit before tax (10,577,182) 23,427,188 26,705,636
(Increase)/decrease in trade and other receivables (65,619) 90,876 86,761
Increase/(decrease) in trade and other payables 11,956 300,492 (65,500)
Net finance cost - (21,015) (19,148)
Unrealised (gains) / loss on remeasurement to fair value 10,359,857 (21,233,776) (25,687,510)
Gain on sale of investments (99,485) - (2,202,000)
Foreign exchange - 43,519 -
Share based payments - 108,000 571,000
Net cash (used in)/generated from operating activities (370,474) 2,715,284 (610,761)
Investing activities
Payments to acquire investment (395,316) (6,208,244) (9,570,755)
Proceeds from disposal of financial assets 168,737 3,555,417 3,674,463
Loans repaid - - 2,771,426
Net finance income - 61,967 19,418
Net cash used in investing activities (226,578) (2,590,860) (3,105,718)
Financing activities
Net proceeds from issue of shares 28,667 1,225,500 3,606,750
Net cash received from financing activities 28,667 1,225,500 3,606,750
Net (decrease) / increase in cash and cash equivalents (568,385) 1,349,924 (109,729)
Cash and cash equivalents at the start of the period 600,090 709,819 709,819
Cash and cash equivalents at the end of the period 31,705 2,059,743 600,090
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 31 MARCH 2022
1 General information
Asimilar Group Plc (the "Group" or the "Company") is an investment company as
defined under AIM Rule 15.
Shares in the Company are admitted to trading on AIM and Aquis. The Company is
incorporated and domiciled in England and its registered office is 4 More
London Riverside, London, SE1 2AU.
This interim financial information was approved for issue on 29
June 2022.
2 Accounting policies
2.1 Basis of preparation
The interim financial information comprises the Consolidated Statements of
Financial Position at 31 March 2022 and 30 September 2021 and the Consolidated
Statements of Comprehensive Income, Changes in Equity and Cash Flows for the
periods ended 31 March 2022, 31 March 2021 and 30 September 2021 and the
related notes of Asimilar Group Plc (hereinafter referred to as 'the interim
financial information').
In preparing this interim financial information, management has used the
accounting policies set out in the Group's annual financial statements as at
30 September 2021.
This interim financial information does not constitute a set of statutory
accounts under the requirements of the Companies Act 2006 and is neither
audited nor reviewed. The comparative figures for the financial year ended
30 September 2021 are extracted from the Group's 2021 financial statements,
which have been reported on by the Group's auditors and delivered to the
Registrar of Companies. The report of the auditors was unqualified.
This document (the Interim Statement 2022) will be published on the Group's
website and will be publicly available from the London Stock Exchange
regulatory publications. The maintenance and integrity of the Asimilar Group
Plc website is the responsibility of the directors. Legislation in the UK
governing the preparation and dissemination of accounts may differ from
legislation in other jurisdictions.
2.2 Going concern
The Group's activities, together with the factors likely to affect
its future development and performance, the financial position of the Group,
its cashflow and liquidity position have been considered by the directors and
the Board is of the opinion that, after taking into account available funds
arising from disposal of listed investments, there are sufficient funds
available to continue as a going concern for the foreseeable future. The Board
would also consider raising additional funds to continue to carry out its
investment strategy as opportunities arise. Accordingly, the Board consider it
appropriate to adopt the going concern basis in preparing these condensed
financial statements.
2.3 Investments
Financial assets and liabilities are fair valued using a hierarchy
that reflects the significance of the inputs used in making the fair value
assessment. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical
assets or liabilities.
Level 2: inputs other than quoted prices for identical assets or
liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
Level 3: inputs for the assets or liabilities that are not based on
observable market data (unobservable inputs).
3 Investments
Unaudited Audited
31 March 30 September
2022 2021
£ £
Non-current assets
Investments held at fair value through profit and loss ("FVTPL") 29,343,085 36,312,423
Current assets
Investments held at FVTPL 2,978,726 6,727,681
Investments at amortised cost - -
2,978,726 6,727,681
Total investments 32,321,811 43,040,104
Movements: Non-current Current
Fair value of investments b/f 36,312,423 6,727,681
Purchases in the period 1,349,240 30,076
Disposals in the period (1,053,252) -
Net unrealised loss in fair value (7,265,326) (3,779,031)
Fair value of investments c/f 29,343,085 2,978,726
Investments held at FVTPL Level 1 Level 3 Total
£ £ £
Audited fair value at 30 September 2021 29,655,882 13,384,221 43,040,103
Additions 27,400 1,351,916 1,379,316
Disposals (69,252) (984,000) (1,053,252)
Fair value adjustment* (7,306,955) (3,737,402) (11,044,357)
Unaudited fair value at 31 March 2022 22,307,075 10,014,735 32,321,810
*Level 1 includes £8,314,500 adjustment relating to decrease in share price
of Dev Clever shares held.
*Level 3 includes £3,154,000 adjustment relating to decrease in value of Dev
Clever warrants held.
4 Trade and other receivables Unaudited Audited 30
31 March 2022 30 September 2021
£ £
Trade receivables 19,200 23,400
Prepayments 102,959 28,691
Other receivables 38,941 43,390
161,100 95,481
Cash and cash equivalents
5
For the purpose of the interim cash flow statement, cash and cash equivalents
are comprised of the following:
Unaudited Audited
31 March 30 September
2022 2021
£ £
Cash at bank and in hand 31,705 600,090
=========== ===========
6. Trade and other payables Unaudited Audited
31 March 30 September
2022 2021
£ £
Trade payables 98,242 40,980
Accruals and deferred income 24,354 83,635
Other taxes and social security 20,995 7,020
----------------- -----------------
143,591 131,635
========= =========
7. Derivative financial liabilities Unaudited Audited
31 March 30 September
2022 2021
£ £
Derivative liabilities 1,444,900 2,129,400
========= =========
On 30 August 2020 as part consideration for the acquisition of AIL, Asimilar
Group Plc granted warrants to subscribe for up to 9,000,000 ordinary shares in
2 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.
On 25 February 2021, following disposal of 30m Dev Clever options and 15m Dev
Clever warrants, the consideration warrants, under the terms of their issue,
were adjusted to 2 tranches of up to 3,150,000 per tranche.
The change in the fair value of the warrants to £1,444,900 as at 31 March
2022 represents a fair value gain to the Group of £684,500 which has been
recognised in the income statement.
8. Share capital Unaudited Audited
31 March 2022 30 September 2021
£ £
Issued and fully paid
Ordinary shares of 0.01p each b/f 12,168 10,736
Issue of 14,322,5007 shares of 0.01p each - 1,432
22 February 2022 new ordinary shares issued (240,000 of 0.01p each) 24 -
31 March 2022 new ordinary shares issued (333,333 of 0.01p each) 33 -
Ordinary shares of 0.01p each c/f 12,225 12,168
Deferred shares (44,132,276 shares of 9.99p each) 4,408,815 4,408,815
Deferred shares (8,819,181 of 9.00p each) 793,726 793,726
5,214,766 5,214,709
Dividends paid and proposed
9.
Equity dividends on ordinary shares:
No interim dividend was paid or is proposed for the half year ended 31 March
2022.
10. Profit/(loss) per share
The calculations of loss per share are based on the following results and
number of shares.
Unaudited Unaudited Audited
six months ended six months ended year ended
31 March 2022 31 March 2021 30 September 2021
£ £ £
Profit/(loss) for the financial period (10,577,182) 23,427,188 26,705,636
Weighted average number of shares for basic loss per share 121,732,734 108,118,357 114,661685
Weighted average number of shares for diluted loss per share
121,732,734 152,968,334 138,871831
Profit/(loss) per share (pence per share) - Basic (8.69) 21.67 23.29
Profit/(loss) per share (pence per share) - Diluted (8.69) 15.32 19.23
At 31 March 2022, the number of ordinary shares in issue was 122,257,276.
IAS 33 requires presentation of diluted EPS when a company could be called
upon to issue shares that would decrease earnings per share or increase the
loss per share. For a loss-making Company with outstanding share options, net
loss per share would be decreased by the exercise of options. Therefore, per
IAS33:36 the antidilutive potential ordinary shares are disregarded in the
calculation of diluted EPS.
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