REG - Fintech Asia Limited - Final Results for 18 months ended 31 December 2023
20/02/2024 07:00
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RNS Number : 6606D Fintech Asia Limited 20 February 2024
20 February 2024
FINTECH ASIA LIMITED
("Fintech Asia" or the "Company")
Final Results for the 18 months ended 31 December 2023
Fintech Asia, (LON:FINA) a company established to acquire one or more
companies or businesses in the financial technology sector, focused on
improving the delivery and use of financial services in Asia, is pleased to
announce the Company's audited financial statements for the 18 months from 1
July 2022 to 31 December 2023.
The Company's annual report and audited financial statements for the 18 months
from 1 July 2022 to 31 December 2023 will soon be available to view on the
National Storage Mechanism (NSM) and the Company's website:
https://fintechasialtd.com (https://fintechasialtd.com)
Chief Executive Officer's Statement
I am pleased to present the annual report and audited financial statements for
Fintech Asia Limited (the "Company") for the 18 months to 31 December 2023.
Proposed Acquisition and Temporary Share Suspension
On 14 March 2023, the Company announced its entry into a head of terms to
acquire the entire issued share capital of InvesCore Financial Group Pte. Ltd
("InvesCore" or the "Target") (the "Proposed Acquisition").
InvesCore is a group of companies with its primary operations in the
micro-finance sector, offering loans and investment products to businesses and
individuals, primarily in Asia, and has developed technologies, including a
mobile application, to sell certain of its product lines. It is an exciting
business that meets the characteristics that we have been looking for to align
to our acquisition strategy.
The Proposed Acquisition is classified as a reverse takeover in accordance
with the FCA's Listing Rules. Accordingly, the Company requested the
temporary suspension of its listing on the London Stock Exchange which became
effective on 14 March 2023.
Since the announcement, the Company has continued to advance discussions with
the Target with a view to agreeing terms to conclude a definitive sale and
purchase agreement and seek regulatory approval for future readmission of the
Company's shares to trading on the Main Market of the London Stock Exchange.
Alongside these discussions a detailed due diligence process is being
undertaken. We cannot, at this time, confirm that these discussions and
regulatory approvals will be successful, however at the time of publication we
can confirm that the process remains active and ongoing.
Administrator, Company Secretary, and Registered Office
On 24 March 2023, the Company appointed New Street Management Limited and NSM
Services Limited as its Administrator and Company Secretary, respectively.
The Board wishes to thank Intertrust International Management Limited and
Cosign Limited who previously fulfilled these functions. The Company's
registered office changed to Les Echelons Court, Les Echelons, St Peter Port,
Guernsey GY1 1AR effective from that date.
Change of Accounting Date
On 21 June 2023, the Company changed its accounting reference date and
financial year end from 30 June to 31 December. Going forward the annual and
interim reports will be published each year for the 12 months to 31 December
and 6 months to 30 June, respectively.
Convertible Loan Facility
On 8 September 2023, the Company announced it had obtained an unsecured
committed facility of £1 million via a convertible loan note instrument (the
"Convertible Loan"). The Convertible Loan was made available in three tranches
over September and October 2023 with an interest rate equating to a fixed
amount of five per cent. per annum. All tranches of the Convertible Loan
(£1 million) have been received by the Company.
On 15 November 2023, the Company announced it had obtained a further unsecured
committed facility of up to £1 million via a convertible loan note instrument
(the "Series B Convertible Loan"). The Series B Convertible Loan was made
available in two tranches over December 2023 and January 2024 with a further
tranche to be provided during the first quarter of 2024 with an interest rate
equating to a fixed amount of five per cent. per annum. The first two tranches
(totalling £500,000) have been received by the Company with the remaining
tranche expected shortly.
The Convertible Loan and Series B Convertible Loan (together the "Convertible
Loans") are intended to bridge the Company's general working capital
requirements, to the extent required, as the board seeks to finalise due
diligence and documentation in respect of its Proposed Acquisition and the
simultaneous re-admission of its enlarged share capital to the Standard
Segment of the Official List maintained by the FCA and readmitted to trading
on the Main Market of the London Stock Exchange, as announced on 14 March
2023.
On behalf of the Board, I thank the shareholders and advisors of the Company
for their continued support.
Oliver Fox
Chief Executive Officer
20 February 2024
For further information please contact:
Fintech Asia Limited Via IFC
Oliver Fox, CEO
Strand Hanson Limited (Financial Advisor) +44 (0) 207 409 3494
Rory Murphy / Abigail Wennington
Novum Securities (Broker) +44 (0) 207 399 9400
Colin Rowbury
IFC Advisory Limited (Financial PR and IR) +44 (0) 203 934 6630
Tim Metcalfe
Zach Cohen
LEI: 213800C7BC4EZQAEBT76
Statement of Directors' Responsibilities
The Directors are responsible for preparing this Report and Financial
Statements, in accordance with applicable law and regulations.
The Companies (Guernsey) Law, 2008, as amended (the "Law") requires the
Directors to prepare financial statements for each financial year. Under the
Law, the Directors have elected to prepare the Financial Statements in
accordance with the International Financial Reporting Standards ("IFRS") as
adopted by the United Kingdom ("IFRS UK"). IFRS UK include standards and
interpretations approved by the International Accounting Standards Board,
including International Accounting Standards ("IAS") and interpretations
issued by the International Financial Reporting Interpretations Committee who
replaced the Standards Interpretations Committee. Under the Law, the
Directors must not approve financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Company and of
the profit or loss of the Company for that period.
In preparing this Report and Financial Statements, the Directors are required
to:
· select suitable accounting policies and then apply them consistently;
· make judgments and estimates that are reasonable and prudent;
· prepare the Financial Statements on a going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
· state whether all applicable IFRS standards have been followed, subject to any
material departures disclosed and explained in the financial statements.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and which disclose
with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Law. They
are also responsible for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors hereby confirm to the best of their knowledge that:
· the Report and Financial Statements, prepared in accordance with the
applicable accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company;
· the Report and Financial Statements includes, or incorporates by reference, a
fair review of the development and performance of the business and the
position of the Company, together with a description of the principal risks
and uncertainties it faces; and
· this Report and Financial Statements taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to
assess the Company's position and performance and principal risks.
Principal Risks and Uncertainties
The following is a summary of key risks that, alone or in combination with
other events or circumstance, the Directors has determined could have a
material adverse effect on the Company's business, financial condition,
results of operations and prospects. The Company has considered circumstances
such as the probability of the risk materialising, the potential impact which
the materialisation of the risk could have on the Company's business,
financial condition, and prospects, and the attention that management would,
on the basis of current expectations, have to devote to these risks if they
were to materialise:
· the Company's future success is dependent upon its ability not only to
identify opportunities but also to execute a successful acquisition;
· although the Company will conduct due diligence on potential acquisitions to a
level considered appropriate and reasonable by the Directors, material adverse
issues may not be revealed;
· the Company may need to seek additional sources of funding to implement its
strategy; and
· the performance of sectors in which the Company intends to invest may be
affected by changes in general economic activity levels which are beyond the
Company's control.
A full list of risks can be found in the Company's prospectus, dated 12
September 2022 and published on the Company's website (www.fintechasialtd.com
(http://www.fintechasialtd.com) ).
A review of the main financial risks faced by the Company, and how they are
managed or mitigated, is set out in note 15 to the financial statements.
Going Concern
The Directors believe that the Company has adequate financial resources to
continue its operational existence for at least 12 months from the date of the
approval of these financial statements. Please see the disclosures made in
note 4 to these financial statements for details of the estimates and
judgements applied in arriving at this conclusion.
Accordingly, the Directors believe that it is appropriate to continue to adopt
the going concern basis in preparing the financial statements.
Signed on behalf of the Board by:
Nicola Walker
Director
20 February 2024
FINTECH ASIA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Period 1 July 2022 to 31 December 2023 Period 28 May 2021 to 30 June 2022
(unaudited)
Notes GBP GBP
Income
Bank and other interest 9,667 35
Total income 9,667 35
Expenses
Operating expenses 5 (3,409,682) (397,351)
Total expenses (3,409,682) (397,351)
Foreign exchange movement (907) (655)
Loss before tax (3,400,922) (397,971)
Tax 9 - -
Total comprehensive loss (3,400,922) (397,971)
Earnings/(loss) per share (pence)
Basic 12 (0.18p) (0.02p)
Diluted 12 (0.17p) (0.02p)
The accompanying notes form an integral part of these financial statements.
FINTECH ASIA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
As at As at
31 December 2023 30 June 2022
(unaudited)
Notes GBP GBP GBP GBP
Current assets
Cash and cash equivalents 312,671 215,885
Other current assets 6 13,366 5,192
326,037 221,077
Current liabilities
Accounts payable 7 (771,122) (33,048)
Convertible loans 8 (1,262,808) -
(2,033,930) (33,048)
Net current (liabilities)/assets (1,707,893) 188,029
Net (liabilities)/assets (1,707,893) 188,029
Capital and Reserves
Share capital 10 - -
Share premium 10 2,041,000 586,000
Share based payments 10 50,000 -
Retained earnings (3,798,893) (397,971)
Total equity (1,707,893) 188,029
The accompanying notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 20 February 2024 and were signed on its behalf by:
Nicola Walker
Director
FINTECH ASIA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Notes Share Capital Share Premium Share based payments Retained earnings Total
GBP GBP GBP GBP GBP
Balance at 28 May 2021 (unaudited) - - - - -
Share capital issued 10 1 586,000 - - 586,001
Redemption of redeemable shares (1) - - - (1)
10
Total comprehensive loss - - - (397,971) (397,971)
Balance at 30 June 2022 - 586,000 - (397,971) 188,029
(unaudited)
Shares issued 10 - 1,455,000 50,000 - 1,505,000
Total comprehensive loss - - - (3,400,922) (3,400,922)
Balance at 31 December 2023 - 2,041,000 50,000 (3,798,893) (1,707,893)
The accompanying notes form an integral part of these financial statements.
FINTECH ASIA LIMITED
STATEMENT OF CASH FLOWS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
31 December 2023 30 June 2022
(unaudited)
Notes GBP GBP
Operating activities
Loss for the period (3,400,922) (397,971)
Adjustments for:
Share based payment charge 50,000 -
Movement in receivables 6 (8,174) (5,192)
Movement in payables 7 738,074 33,048
Interest expense 12,808 -
Net cash flow from operating activities (2,608,214) (370,115)
Financing activity
Share capital issued 10 1,455,000 586,000
Convertible loans 8 1,250,000 -
Net cash flow from financing activities 2,705,000 586,000
Net change in cash and cash equivalents 96,786 215,885
Cash and cash equivalents at the beginning of the period 215,885 -
Cash and cash equivalents at the end of the period 312,671 215,885
The accompanying notes form an integral part of these financial statements.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
1. General Information
Fintech Asia Limited (the "Company") was incorporated on 28 May 2021 in
Guernsey under The Companies (Guernsey) Law, 2008, as amended and is
registered in Guernsey. The address of the Company's registered office is
Les Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR and
the Company's registration number is 69264. On 15 September 2022 the Company
was admitted to the main market for listed securities of the London Stock
Exchange under the ticker symbol "FINA" with shares registered with an ISIN of
GG00BPGZTM87 and SEDOL of BPGZTM8.
On 14 March 2023, the Company announced that it had entered into a head of
terms to acquire the entire issued share capital of InvesCore Financial Group
Pte. Ltd. ("InvesCore" or the "Proposed Acquisition"). The Proposed
Acquisition is classified as a reverse takeover in accordance with the FCA's
Listing Rules. Accordingly, the Company requested the temporary suspension of
its listing on the London Stock Exchange.
On 21 June 2023, the Company announced that it had changed its accounting date
from 30 June to 31 December.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards
and interpretations, which have not been applied in these Financial Statements
were in issue but not yet effective:
· Amendments to IAS 1: Classifications of current or non-current liabilities
(effective 1 January 2024);
· Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and
Errors (effective 1 January 2023);
· Amendments to IAS 12: Income Taxes - Deferred Tax arising from a Single
Transaction (effective 1 January 2023).
· Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting Policies (effective 1 January 2023).
The effect of these new and amended Standards and Interpretations, which are
in issue but not yet mandatorily effective, is not expected to be material.
Standards Adopted Early by the Company
The Company has not adopted any standards or interpretations early in either
the current or the preceding financial period.
Statement of Compliance
These financial statements give a true and fair view, comply with The
Companies (Guernsey) Law, 2008, as amended and were prepared in accordance
with the UK-adopted International Accounting Standards ("IAS's"). IAS's
include standards and interpretations approved by the International Accounting
Standards Board ("IASB") and interpretations issued by the International
Financial Reporting Interpretations Committee who replaced the Standards
Interpretations Committee.
2. Basis of Preparation
The financial statements have been prepared under the historical cost
convention, modified to include certain items at fair value, and in accordance
with IAS's. IAS's include standards and interpretations approved by the IASB.
The functional and presentation currency of these financial statements is
Pounds Sterling.
3. Significant Accounting Policies
Financial Assets
The Company's financial assets are cash and cash equivalents and other current
assets. The classification is determined by management at initial recognition
and depends on the purpose for which the financial assets are acquired.
The Company initially recognises receivables issued when the Company becomes a
party to the contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss.
Receivables are subsequently carried at amortised cost using the effective
interest method. Amortised cost is the initial measurement amount adjusted for
the amortisation of any differences between the initial and maturity amounts
using the effective interest method. Loans and receivables are reviewed for
impairment assessment.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less and bank overdrafts.
Other current assets
Other current assets principally consist of prepayments which are carried at
amortised cost. The Company assesses at each end of the reporting period
whether there is objective evidence that a financial asset or group of
financial assets is impaired. A financial asset or group of financial assets
is impaired and impairment losses are incurred only if there is objective
evidence of impairment as a result of one or more events that have occurred
after the initial recognition of the asset (a 'loss event') and that loss
event (or events) has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated.
The amount of the loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate. The carrying amount of the
asset is reduced and the amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all risks and rewards of ownership or has not
retained control of the financial asset.
Financial liabilities
All financial liabilities are initially recognised on the trade date when the
entity becomes party to the contractual provisions of the instrument.
Financial liabilities which include trade and other payables and are
recognised initially at fair value, net of directly attributable transaction
costs.
Financial liabilities are subsequently stated at amortised cost, using the
effective interest method. Financial liabilities are classified as current
liabilities if payment is due to be settled within one year or less after the
end of the reporting period (or in the normal operating cycle of the business,
if longer), or the Company does not have an unconditional right to defer
settlement of the liability for at least twelve months after the end of the
reporting period. Otherwise, these are presented as non-current liabilities.
Financial liabilities are derecognised from the statement of financial
position only when the obligations are extinguished either through discharge,
cancellation, or expiration. The difference between the carrying amount of the
financial liability derecognised and the consideration paid or payable is
recognised in profit or loss.
Equity
Share capital represents the nominal value of shares that have been issued.
Equity-settled transactions are measured at fair value (excluding the effect
of non-market-based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is
expensed on the date of grant.
Share premium includes any contributions from equity holders over and above
the nominal value of shares issued. Any transaction costs associated with the
issuance of shares are deducted from share premium.
Retained earnings represent all current period results of operations as
reported in the statement of profit or loss, reduced by the amounts of
dividends declared.
Convertible loan notes
The Company issues convertible loan notes ("CLN's") to investors as one of its
primary means of raising funding prior to the completion of the proposed
transaction and readmission of the combined group to trading. All CLN's
issued in a year are assessed under the classification criteria of IAS 32 and,
depending on the specific circumstances pertaining to each CLN instrument, are
classified as either a financial liability, equity, or a compound instrument
consisting of both financial liability and equity components. Once a CLN has
been classified as one of these instruments is it treated in line with the
accounting policies for such instruments as appropriate.
The Company initially recognises receivables issued when the Company becomes a
party to the contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss.
Share-based payments
The Company operates equity-settled share-based payment arrangements, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of the grant is recognised as an expense in the Income
Statement with a corresponding increase in equity reserves.
The fair value of options is calculated using the Black Scholes model, taking
into account the terms and conditions upon which the options were granted.
The fair value of shares issued is measured using the observable market value.
Costs and expenses
Cost and expenses are recognised in profit or loss upon utilisation of goods
or services or at the date they are incurred. All finance costs are reported
in profit or loss on an accrual basis.
Going concern
These financial statements have been prepared on the going concern basis,
which assumes the Company shall be able to meet all of its obligations as they
fall due for a period of at least 12 months from the date of this report.
4. Use of Judgements and Estimates
The preparation of financial statements in accordance with IAS requires the
Directors to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities and
income and expenses. The estimates and associated assumptions are based on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Going concern
In determining whether these financial statements should be prepared on the
going concern basis, the Directors must consider whether the business has
adequate financial resources to continue to operate and meet its obligations
for a period of at least 12 months from the date of this report.
The Directors have assessed the funding needs of the business as it continues
to progress the Proposed Acquisition with InvesCore, together with the various
forms of funding that remain available to it, including but not limited to the
convertible loan note facilities entered into on 8 September 2023 and further
expanded on 15 November 2023. Following consideration of the timing of costs
associated with the continued efforts to complete the transaction, coupled
with the assessment of the funding options that remain available as this
process continues, the Directors have determined that sufficient funding
remains available for the Company to continue to meet its obligations as they
fall due over the course of this process.
In the event that the Proposed Acquisition does not complete for various
reasons, a break fee is receivable from InvesCore, as disclosed in detail in
the Company's LSE announcement of 14 March 2023. The Directors consider this
break fee to be sufficient to settle all remaining costs incurred in support
of the Proposed Acquisition up to the point of any decision not to proceed.
Under such a scenario, the outstanding convertible loan notes ("the Loan
Notes") payable by the Company would be convertible into ordinary shares at
the election of the Noteholder, or settled by other means as agreed between
the Company and the Noteholder.
As the settlement or conversion of the Loan Notes are at the discretion of the
Noteholder there exists a level of uncertainty over the exact quantum and
timing of the availability of the above sources of future funding which the
Company may require in the event that the Proposed Acquisition does not
proceed, and the Noteholders do not elect to convert the Loan Notes into
ordinary shares of the Company. As such, the Directors have determined that
a material uncertainty exists in this regard over the application of the going
concern principal to these financial statements.
The Directors believe that the Company has adequate financial resources to
continue its operational existence for at least 12 months from the date of the
approval of these financial statements notwithstanding the risks documented
above. Accordingly, the Directors believe that it is appropriate to continue
to adopt the going concern basis in preparing these financial statements.
Share-based payments
The Company has determined that share options issued during the period meets
the definition of a share based payment under IFRS 2. In order to determine
the fair value of the options estimates were required for inputs into the
valuation model. More details of the estimates can be found in note 11.
5. Operating Expenses
Period 1 July 2022 to 31 December 2023 Period 28 May 2021 to 30 June 2022
(unaudited)
GBP GBP
Legal and professional fees - cash settled 2,461,830 238,872
Legal and professional fees - share settled 50,000 -
Directors' fees 326,089 87,756
Administration fees 122,435 49,635
Audit fees 47,500 -
Advisory fees and expenses 110,485 -
Listing fees 38,271 -
Reimbursement of expenses to directors 48,697 1,582
Insurance 26,350 18,207
Regulatory fees 71,832 500
Loan interest 12,808 -
Consultancy fees 52,580 -
Other operating expenses 29,679 186
Commission 6,500 -
Bank charges 4,626 613
3,409,682 397,351
6. Other Current Assets
31 December 2023 30 June 2022
(unaudited)
GBP GBP
Prepayments 13,366 5,192
Total 13,366 5,192
7. Accounts Payable
31 December 2023 30 June 2022
(unaudited)
GBP GBP
Administration fees 11,250 8,819
Audit fees 47,500 -
Legal and professional fees 710,289 20,042
Other accruals - 20
Directors' remuneration 2,083 4,167
771,122 33,048
8. Convertible Loans
On 8 September 2023 the Company announced it had obtained an unsecured
committed facility of £1 million via a convertible loan note instrument (the
"Convertible Loan").
The Convertible Loan was received in three tranches on 8 September 2023, 5
October 2023 and 3 November 2023 with an interest rate equating to a fixed
amount of five per cent. per annum.
On 15 November 2023 the Company announced it had obtained an additional
unsecured committed facility of £1 million via a convertible loan note
instrument (the "Series B Convertible Loan").
The first tranche of £250,000 of the Series B Convertible Loan was received
on 13 December 2023 with an interest rate equating to a fixed amount of five
per cent. per annum. The second tranche of £250,000 was received on 16
January 2024. The third tranche of £500,000 was received on 15 February 2024.
Should (i) the Convertible Loan and Series B Convertible Loan (together the
"Convertible Loans") not be repaid prior to the completion of the Proposed
Acquisition, all the outstanding principal amount and accrued interest shall
automatically convert into ordinary shares of no par at a price equal to 90
per cent. of the price at which each Ordinary Share is issued in the Company
pursuant to such placing; or (ii) if a placing does not complete
simultaneously with the completion of the Proposed Acquisition, a price equal
to 90 per cent. of the price at which each Ordinary Share is issued in the
Company to satisfy the consideration for the Proposed Acquisition.
If the Proposed Acquisition and re-admission has not completed by 7 November
2024 and the Convertible Loans have not been repaid, the Noteholder is
entitled at any time to convert all the outstanding amount into new Ordinary
Shares.
Following assessment of the terms of the Convertible Loans under the
classification criteria of IAS 32, the Directors have determined that the
instruments should be categorised as a financial liability and treated under
the Company's accounting policy for such instruments accordingly.
31 December 2023
GBP
Proceeds from issue of Convertible Loans 1,250,000
Accrued interest 12,808
Carrying amount of liability as at 31 December 2023 1,262,808
9. Taxation
The Company is liable to tax at the standard Guernsey rate of 0%.
10. Share Capital and Share Premium
Authorised
As per the Articles of Incorporation, the Company may issue an unlimited
number shares of different types or classes and of par value or no par value.
Issued
Number of Ordinary Shares Ordinary Shares Share Premium Share based payments
GBP GBP GBP
On incorporation (GBP 1 each) 1 1 - -
Shares issued (no par value each) 16,750,000 - 586,000 -
Redemption (GBP 1 each) (1) (1) - -
Balance at 30 June 2022 16,750,000 - 586,000 -
Shares issued (no par value each) 3,010,000 - 1,455,000 50,000
Balance at 31 December 2023 19,760,000 - 2,041,000 50,000
On incorporation, the Company issued one redeemable preference share of
GBP1.00 at par for cash consideration of GBP1.00. On 29 July 2021, a
re-designation of one ordinary share to a redeemable share held by Tanglin
Capital Limited was executed and further redeemed by the Company.
On 16 June 2021, the Company agreed, immediately upon Admission, to issue to
Strand Hanson Limited a warrant (the "Warrant") (approved by the Company's
shareholders if applicable) to subscribe at any time during the three years
following the date of issue of the Warrant for an aggregate number of shares
equal to one per cent. of the enlarged issued share capital of the Company
immediately prior to Admission at an exercise price equal to the issue price
applicable to the initial public offering. The Company also agrees that the
beneficial interest in the Warrant may be freely assigned by Strand Hanson (in
its sole discretion) to any subsidiary or associated companies, shareholders,
or employees (note 11).
On 29 July 2021, Tanglin Capital Limited invested £10,000 into the Company as
cash consideration for 10,000,000 Ordinary Shares of no-par value. On 13
August 2021, an investment of £1,000 was made into the Company as cash
consideration for 1,000,000 Ordinary Shares of no-par value. These 1,000,000
Ordinary Shares were then transferred to Tanglin Capital Limited on 12
November 2021, and subsequently transferred to Oliver Stuart Fox on 12 April
2022.
On 20 August 2021, an initiation fee of £50,000 was paid to Strand Hanson
Limited in equity in the Company priced at the issue price per share
applicable to the round at which seed investors participate (i.e. GBP0.10
each), which equates to 500,000 Ordinary Shares.
On 23 August 2021, 19 November 2021 and 13 December 2021, the Company issued
3,000,000, 1,500,000 and 750,000 Ordinary Shares of no-par value respectively
at a price of £0.10 each in connection with the pre-IPO fundraising, raising
a total of £525,000.
During September 2022, the Company issued 3,010,000 Ordinary Shares of no-par
value respectively at a price of £0.50 each, raising a total of £1,455,000
after an equity based payment of £50,000 was paid to Strand Hanson Limited
and is included in legal costs.
11. Share Based Payments
Shares issues in the period:
On 15 September 2022 the Company issued 100,000 Ordinary Shares of no-par
value to Stand Hanson Limited. The fair value of the transaction was deemed to
be £50,000 which was the number of shares issued multiplied by the share
price upon the Company's listing and are included in legal costs for the
period.
Options issued in the period:
On 8 September 2022 the Company issued a warrant to Strand Hanson Limited
which allows them or their assigned holder to subscribe for 197,600 shares at
any time up to 7 September 2025 to shares at an exercise price of 50p.
The Warrant was valued using the Black Scholes model and its fair value deemed
immaterial, as a result no value has been ascribed to the Warrant in these
financial statements. The estimates used to calculate the fair value is
detailed below:
Expected volatility 34.79%
Dividend Yield -
Risk free interest rate 3.23%
Expected exercise period 3 years from grant
Share price on date of grant 50p
12. Earnings Per Ordinary Share
Basic Diluted
GBP GBP
Loss for the period (3,400,922) (3,400,922)
Weighted average number of shares 19,337,832 19,535,432
Earnings per share (0.18) (0.17)
Basic earnings per Ordinary Share is calculated by dividing the earnings
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
Diluted earnings per share is calculated by adjusting the weighted average
number of Ordinary Shares outstanding to assume conversion of all dilutive
potential Ordinary Shares. As at 31 December 2023 there were 197,600 warrants
exercisable for Ordinary Shares outstanding.
A fully diluted earnings per Ordinary Share has not been presented as the
Company has reported a loss for the period and as such the effect of the
warrants outstanding at the reporting date is anti-dilutive.
13. Related Party Transactions
The directors' remuneration for Nicola Walker, Robert George Shepherd and
Oliver Stuart Fox for the period was £37,500, £37,500 and £251,089
respectively (2022: £4,167, £4,167, £20,706).
The Directors received reimbursements in respect of travel and meeting
expenses and sundry office costs of £48,697 during the period (2022:
£1,582).
Andrew Mankiewicz was a director until 18 April 2022, and received directors'
fees £57,333 in the prior period. Andrew Mankiewicz received £95,394 (2022:
nil) for advisory fees and £16,410 for expense reimbursements (2022:
£13,770) in the current period via the Company's agreement with Asia Wealth
Group Pte. Ltd.
There have been no changes in the related parties transactions described in
the last annual report that could have a material effect on the financial
position or performance of the Company in the current financial period.
14. Ultimate Controlling Party
The Company is controlled by Tanglin Capital Limited which is the Parent
company holding 50.61% of the issued Ordinary Shares, with Tanglin Capital
Limited ultimately controlled by Andrew Roberto Mankiewicz.
15. Financial Risk Management
The Company is exposed to a number of risks arising from the financial
instruments it holds. The main risks to which the Company is exposed are
market risk, credit risk and liquidity risk. The risk management policies
employed by the Company to manage these risks are discussed below as follows:
MARKET RISK
Market risk is the risk that changes in market prices such as equity prices,
interest rates and foreign exchange rates will affect the Company's income or
the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within
acceptable parameters while optimising the return.
Price risk
The Company is not directly or indirectly exposed to any significant price
risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. Interest rate risk arises on interest-bearing financial instruments
recognised in the Statement of Financial Position.
Cash and cash equivalents are interest bearing but not at significant levels.
Currency risk
The Company is exposed to currency risk arising from transactions in Singapore
Dollars. Consequently, the Company is exposed to the risk that the exchange
rate of its reporting currency relative to other foreign currencies may change
in a manner that has an adverse effect on the fair value or future cash flows
of the Company's financial assets or liabilities denominated in currencies
other than GBP.
The Company holds all assets in GBP and does not consider the risk to be
material to the financial statements.
CREDIT RISK
Credit risk is the risk of financial loss to the Company if a counterparty
fails to meet its contractual obligations. Credit risk arises from cash and
cash equivalents as well as outstanding receivables.
The Company assesses all counterparties for credit risk before contracting
with them. The credit risk on cash and cash equivalents is mitigated by
entering into transactions with counterparties that are regulated entities
subject to prudential supervision, with high credit ratings assigned by
international credit rating agencies. Cash and cash equivalents are held with
Barclays Bank plc, which at the period end was assigned a credit rating of A
by Standard and Poor's rating agency.
The maximum exposure to credit risk Is the carrying amount of the financial
assets set out below.
Period ended 31 December 2023 Period ended 30 June 2022
(unaudited)
GBP GBP
Cash and cash equivalents 312,671 215,885
Other current assets 13,366 5,192
Total credit risk exposure 326,037 221,077
LIQUIDITY RISK
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. This risk can arise
from mismatches in the timing of cash flows relating to assets and
liabilities. The Company receives funding from the shareholders and does not
have significant ad hoc expenses to settle. The only significant expenses that
the Company is exposed to are general operating expenses.
As at 31 December 2023
Less than 1 month 1 to 12 months More than 12 months Total
Assets
Cash and cash equivalents 312,671 - - 312,671
Other current assets 13,366 - - 13,366
326,037 - - 326,037
Liabilities
Trade and other payables 771,122 - - 771,122
Convertible loans - 1,262,808 - 1,262,808
771,122 1,262,808 - 2,033,930
The table below analyses the Company's financial assets and liabilities into
the relevant maturity groupings based on the remaining period at the reporting
date. The amounts in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances, as the impact of
discounting is not significant.
As at 30 June 2022
(unaudited)
Less than 1 month 1 to 12 months More than 12 months Total
Assets
Cash and cash equivalents 215,885 - - 215,885
Other current assets 5,192 - - 5,192
221,077 - - 221,077
Liabilities
Trade and other payables 33,048 - - 33,048
33,048 - - 33,048
16. Subsequent Events
There have been no events subsequent to the reporting period date, other than
as referenced in note 8 above.
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