Global Connectivity Global Connectivity - Final Results
15/05/2024 07:00
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RNS Number : 4172O Global Connectivity PLC 15 May 2024
15 May 2024
Global Connectivity plc
("GCON" or the "Company")
FY2023 Final Results
Global Connectivity plc (AQSE: GCON), a Company focused on communication
services and technologies that enhance connectivity, is pleased to announce
its final and audited full year 2023 financial results to 31 December 2023.
Financial Highlights:
§ Cash balances were up to £0.46m at 31 December 2023, bolstered by the full
and final settlement of the intercompany debt paid early and in full by Rural
Broadband Solutions Holdings Limited ("RBSHL") in which Global Connectivity
has a 15% stake.
§ Current assets including cash were up by £0.88m to £1.5m largely because
of unpaid share subscriptions relating to three individuals who brought Rural
Broadband Solutions plc as an entity together reversing it into SAPO plc in
October 2021, which are now falling into the current assets' category.
§ Non-current assets were up by £1.9m to £6.4m largely as a result of the
increased valuation attributed to the Company's 15% stake in RBSHL (£3.17m)
less the repayment of the amounts due from related parties (£0.275m now paid
in full) and the subscription due (£0.95m now moved to current assets).
§ Other administrative fees and expenses were down by £0.09m to £0.25m for
the year as the Company reduced operating expenditure following the deal with
Tiger Infrastructure in October 2022. Running costs in the ordinary course of
business are expected to increase by around 10% during the current year due to
increases in directors' remuneration and other fees.
§ Current liabilities were down by £0.13m to £0.03m due to a reduction in
the Company's operating expenses due to operational expenses being settled in
a timely manner.
Operational Highlights:
§ In September 2023, Macquarie Capital, the Israel Infrastructure Fund and
Tiger Infrastructure Partners merged SWS Broadband and Cadence Networks with
Voneus Broadband, and simultaneously acquired Broadway Partners. SWS
Broadband, Cadence Networks and Broadway Partners all began operating as part
of Voneus. The combined group will be funded with up to £250 million in new
capital from the three institutional shareholders and senior credit lenders to
advance the Company's growth. As part of the agreement RBSHL will
disproportionately fund the combined group which will increase its stake in
Voneus Broadband from the current 32%.
§ The combined company has a target to serve over 350,000 premises in rural
areas across the UK.
Post period highlights:
§ Since the year end, RBSHL's stake in Voneus has increased to 38% following
January's and April's capital injections.
§ So far Tiger Infrastructure Partners have invested £61m out of the £75m
funding agreed in October 2022. Where the board of RBSHL agrees that further
funding in excess of Tiger's £75m investment is required, Global
Connectivity's stake of 15% is subject to dilution if it does not elect to
fund its relevant portion.
--ENDS--
For more information, contact:
Keith Harris
Executive Chairman
Global Connectivity plc
Email: info@globalconnectivityplc.com
https://www.globalconnectivityplc.com/
(https://www.globalconnectivityplc.com/)
Claire Louise Noyce
AQSE Stock Exchange Corporate Advisor and Corporate Broker
Hybridan LLP
Tel: +44 20 3764 2341
Email: claire.noyce@hybridan.com (mailto:claire.noyce@hybridan.com)
www.hybridan.com
Chairman's Statement
As a result of the two transformative corporate events noted below, GCON has
become an indirect shareholder in Voneus Broadband. I am pleased to report a
net gain on the financial assets of our share of this business. This is
reflected in part in these financial results resulting in a net tangible asset
position of £7.8 million (£4.9 million as at 31 December 2022). The positive
impact of investments made subsequent to the fiscal year end will be reflected
in the interim results.
The events that have anchored the position of GCON in the UK rural broadband
fibre market are as follows: The first, in October 2022, resulted in a
partnership with Tiger Infrastructure Partners which led to the formation of
Rural Broadband Solutions Holdings Limited ("RBSHL") in which GCON held an
ownership position of 15%. Within a short period of time the value of our
minority ownership of RBSHL has increased significantly. We retain that
ownership following the merger, announced on 25 September 2023, of the fibre
businesses of RBSHL and those operated by Macquarie Capital. The resulting
combined group, Voneus Broadband, is being funded with up to £250 million of
new equity and debt capital with the objective of supplying over 350,000
premises in underserved communities with broadband connectivity.
The various businesses comprising Voneus Broadband are now integrated and
already benefiting from important synergies including improved economies of
scale, a larger future pipeline and diversified contractor relationships, as
well as strong financial backing from its institutional shareholders. The
effect of three fundraisings since the merger deal was announced has been to
accelerate the build of the pipeline and successful marketing to the homes
passed. As a consequence of the disproportionate equity funding made by Tiger,
the ownership by RBSHL of Voneus Broadband has now increased to approximately
38%.
I have reported before that the Board of GCON has been actively investigating
further investment opportunities. Whilst declining to pursue two of such
opportunities which did not fulfil our criteria, we are advancing discussions
with one entity engaged in the operation of a technically based business with
an international base which enhances connectivity services to consumers.
I therefore approach the future with optimism.
Keith Harris
Chairman
14 May 2024
Report of the Directors
The Directors hereby submit their annual report together with the audited
financial statements of Global Connectivity Plc (the "Company") for the year
ended 31 December 2023.
The Company
The Company is incorporated in the Isle of Man under the Isle of Man Companies
Act 2006. The investment strategy of the Company is to identify investment
opportunities and acquisitions in the developing market for rural broadband in
the UK. The Company seeks to provide Shareholders with an attractive total
return achieved primarily through capital appreciation.
Secure Web Services Limited was the first private business identified by the
Company to satisfy the investment strategy requirements. An increase in share
capital in October 2020 partly funded the acquisition of Secure Web Services
Limited and provided working capital to finance the Company's growth.
Cadence Networks Limited was the second private business identified by the
Company to satisfy the investment strategy requirements. An increase in
share capital in December 2021 partly funded the acquisition of Cadence
Networks Limited, a purchase aimed at driving organic growth.
In October 2022, the two wholly-owned subsidiaries were transferred to a newly
formed company, Rural Broadband Solutions Limited ("RBSHL"). Tiger
Infrastructure Partners Fund LP ("Tiger") received 85% of the common equity of
RBSHL in exchange for its agreement to invest up to £75m with an initial
investment of £16m agreed during its first year of majority ownership. The
Company's 15% investment in RBSHL is not subject to dilution until Tiger
reaches its £75m capital contribution. As part of this reorganisation the
Company will receive £825,000 in cash over three years as partial repayment
of a shareholder loan made by the Company to Secure Webs Services Limited and
is entitled to representation on the board of RBSHL.
Independent Auditor
MAH, Chartered Accountants were appointed as independent auditors and, being
eligible, have indicated their willingness to continue in office.
Results and dividends
The Company has reported a profit for the year of £2,926,499 (2022: profit
£359,487). The results and position of the Company at the year-end are set
out on pages 11 to 27 of the financial statements.
Directors
The Directors who served during the year and up to the date of this Report
were as follows:
Dr Keith Harris - Chairman
Selwyn Lewis
Michael Langoulant
Directors and other interests
Dr Keith Harris holds 36,126,667 Ordinary Shares and 9,460,000 Warrants in the
Company. Dr Harris' holding includes 2,000,000 Ordinary shares and 2,000,000
Warrants owned by his wife.
Selwyn Lewis is one of four beneficiaries of a discretionary trust (the other
three being his children) whose Trustees are Trident Trust Company (IOM)
Limited. Trident Trust Company (IOM) Limited owns Placifor Investment
Corporation which holds 35,309,262 Ordinary Shares in the Company.
Save as disclosed above and in note 19, none of the Directors had any interest
during the year in any material contract for the provision of services which
was significant to the business of the Company.
Principal risk and uncertainties
The Board regularly reviews the risks to which the company is exposed and
ensures through its meetings and regular reporting that these risks are
minimised as far as possible.
Principal risks and uncertainties facing the Company include but are not
limited to:
Shareholder value - There is a risk that the new strategy does not add to a
sustained increase in shareholder value.
Business model - the risk that the Company's business model is not sustainable
due to poor execution of the Company's strategic plan or inability to adapt to
changing market conditions.
Financial - any risks that could impact the Company's financial profile, in
particular cash flow risk arising from failure to maintain an adequate working
capital position.
Compliance - the risk of not meeting relevant legislations, rules and
regulations which could cause customers harm, financial losses or reputational
damage to the Company.
Operational - the risk that failures of people, processes or internal and
third-party systems could lead to a service disruption or financial losses.
Future outlook of the business
The Company continues to seek out other opportunities to develop the market
for rural broadband services.
On behalf of the Board
Keith Harris
Chairman
14 May 2024
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
The Directors have elected to prepare the financial statements in accordance
with International Financial Reporting Standards ("IFRSs") (as adopted by the
UK). In preparing those financial statements it is the Directors'
responsibility to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable IFRSs as adopted by the UK have been
followed, subject to any material departures disclosed and explained in the
financial statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors confirm that they have complied with the above requirements in
preparing the financial statements.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and to
enable them to ensure that the financial statements comply with the lsle of
Man Companies Act 2006. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
On behalf of the Board
Keith Harris
Chairman
14 May 2024
Independent Auditor's Report to the members of Global Connectivity Plc
Opinion
We have audited the financial statements of Global Connectivity Plc (the
"company") for the year ended 31 December 2023 which comprise the income
statement, the statement of comprehensive income, the balance sheet, the
statement of changes in equity, the company cash flow statement and notes to
the financial statements, including a summary of significant accounting
policies.
The financial reporting framework that has been applied in the preparation of
the parent company and Group financial statements is applicable law and UK -
adopted international accounting standards.
In our opinion the financial statements:
· give a true and fair view of the state of the company's affairs
as at 31 December 2023 and of its profit for the year then ended;
· have been properly prepared in accordance with UK - adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Isle of Man Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standards as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing these financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the entity's ability to continue to adopt the going concern
basis of accounting included, as part of our risk assessment, review of the
nature of the business of the group, its business model and the requirements
of the applicable financial reporting framework and the system of internal
control. We evaluated the directors' assessment of the Company's ability to
continue as a going concern, including challenging the underlying data and key
assumptions used to make the assessment, and evaluated the directors' plans
for future actions in relation to their going concern assessment.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
Key Audit Matter How the scope of our audit responded to the key audit matter
Valuation of unquoted investments We performed the following audit procedures to address the risk:
The value for unquoted investments is reliant on third party financial We obtained an understanding of the methodologies used
information and projections. Due to the nature of the unquoted investments,
there is a lack of observable inputs and therefore the key risk is considered by management to determine the fair value of unquoted
to be the fair value of investments. We therefore identify the valuation of
unquoted investments as high risk. investments. We reviewed and checked the estimates and
calculations for fair value and reviewed the latest information regarding
business performance and fundraising activities.
The adequacy of disclosures in the financial statements in
respect of the methodologies, assumptions and fair value
hierarchy was reviewed.
Based on the audit work performed we are satisfied that the unquoted
investments are correctly valued.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.
Based on our professional judgment, we determined materiality for the
financial statements as £78,500. This has been determined with reference to
the benchmark of 1% the Company's gross assets, which we consider to be an
appropriate measure based on the activities of the Company during the year and
as a primary measure used by shareholders in assessing the financial position
of the Company and is a generally accepted auditing benchmark.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the Company's activities, the accounting processes and controls, and
the industry in which they operate.
We designed our audit to ensure that we obtain sufficient and appropriate
audit evidence in respect of:
· The significant transactions and balances;
· Other items, which, irrespective of size, are perceived as
carrying a significant level of audit risk whether through susceptibility to
fraud, or other reasons;
· The appropriateness of the going concern assumption used in the
preparation of the financial statements.
Other information
The Directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 (Isle of Man) requires us to report to you if, in
our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement set out
on page 5, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
The extent to which the audit was considered capable of detecting
irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement
in respect of irregularities, including fraud and non-compliance with laws and
regulations, was as follows:
· the senior statutory auditor ensured the engagement team
collectively had the appropriate competence, capabilities and skills to
identify or recognise non-compliance with applicable laws and regulations;
· we identified the laws and regulations applicable to the Company
through discussions with directors and other management, and from our
commercial knowledge and experience of the broadband services sector;
· we focused on specific laws and regulations which we considered
may have a direct material effect on the financial statements or the
operations of the company, including Companies Act 2006 (Isle of Man), data
protection, employment, health and safety legislation and anti-money
laundering regulations.
We assessed the susceptibility of the Company's financial statements to
material misstatement, including obtaining an understanding of how fraud might
occur, by:
· making enquiries of management as to where they considered there
was susceptibility to fraud, their knowledge of actual, suspected and alleged
fraud;
· considering the internal controls in place to mitigate risks of
fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls,
we:
· performed analytical procedures to identify any unusual or
unexpected relationships;
· tested journal entries with specific attributes to identify
unusual transactions;
· assessed whether judgements and assumptions made in determining
the accounting estimates set out in Note 2 of the financial statements were
indicative of potential bias;
· investigated the rationale behind significant or unusual
transactions.
In response to the risk of irregularities and non-compliance with laws and
regulations, we designed procedures which included, but were not limited to:
· agreeing financial statement disclosures to underlying supporting
documentation;
· reading the minutes of meetings of those charged with governance;
· enquiring of management as to actual and potential litigation and
claims;
· review of legal expenditure incurred during the year;
There are inherent limitations in our audit procedures described above. The
more removed that laws and regulations are from financial transactions, the
less likely it is that we would become aware of non-compliance. Auditing
standards also limit the audit procedures required to identify non-compliance
with laws and regulations to enquiry of the directors and other management and
the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than
those that arise from error as they may involve deliberate concealment or
collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
http://www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor's report.
Use of this report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 2 of Part V of the Companies Act 2006 (Isle of Man). Our audit
work has been undertaken so that we might state to the Company's members those
matters we are required to state to them in an auditor's report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company's
members as a body, for our audit work, for this report, or for the opinions we
have formed.
Mohammed Haque (Senior Statutory Auditor)
For and on behalf of
MAH, Chartered Accountants, Statutory Auditor
2(nd) Floor,
154 Bishopsgate,
London
EC2M 4LN
14 May 2024
Income Statement
Year ended 31 December 2023 Year ended
31 December 2022
Note £'000 £'000
Net gain on financial assets at fair value through profit or loss 8 3,171 -
Other administration fees and expenses 4 (248) (338)
Management services recharges 18 - 82
Operating profit/(loss) 2,923 (256)
Finance income 3 -
Reversal of impairment of intercompany loan - 616
Net finance income 3 616
Profit before income tax 2,926 360
Income tax expense 5 - -
Profit for the year 2,926 360
Basic and diluted profit per share (pence) 6 0.81 0.10
Statement of Comprehensive Income
Year ended 31 December 2023 Year ended
31 December 2022
Note £'000 £'000
Profit for the year 2,926 360
Other comprehensive expense - -
Total comprehensive income for the year 2,926 360
Balance Sheet
As at 31 December 2023 As at 31 December 2022
Note £'000 £'000
Assets
Non-current assets
Investment in subsidiaries 18, 19 - -
Amounts due from related parties 9, 18 - 275
Other financial assets 8 6,375 3,204
Subscriptions due 7 - 950
Total non-current assets 6,375 4,429
Current assets
Amounts due from related parties 9, 18 33 483
Subscriptions due 7 950 -
Trade and other receivables 10 27 89
Cash at bank 11 461 24
Total current assets 1,471 596
Total assets 7,846 5,025
Equity
Capital and reserves attributable to owners of the Parent:
Issued share capital 12 3,619 3,619
Warrant reserve 13 77 77
Share option reserve 13 299 278
Retained earnings 14 3,818 892
Total equity 7,813 4,866
Liabilities
Current liabilities
Trade and other payables 16 33 159
Total current liabilities 33 159
Total liabilities 33 159
Total equity and liabilities 7,846 5,025
The financial statements on pages 11 to 26 were approved and authorised for
issue by the Board of Directors on 14 May 2024 and signed on its behalf by:
Keith
Harris
Selwyn Lewis
Director
Director
Statement of Changes in Equity
Share capital Warrant Share option reserve Retained earnings Total
reserve
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2022 3,619 77 257 532 4,485
Comprehensive expense
Profit for the year - - - 360 360
Total comprehensive income for the year - - - 360 360
Transactions with owners
Share based payments relating to share options - - 21 - 21
Total transactions with owners - - 21 - 21
Balance at 31 December 2022 3,619 77 278 892 4,866
Balance at 1 January 2023 3,619 77 278 892 4,866
Comprehensive income
Profit for the year - - - 2,926 2,926
Total comprehensive income for the year - - - 2,926 2,926
Transactions with owners
Share based payments relating to share options - - 21 - 21
Total transactions with owners - - 21 - 21
Balance at 31 December 2023 3,619 77 299 3,818 7,813
Cash Flow Statement
Year ended 31 December 2023 Year ended
31 December 2022
Note £'000 £'000
Cash flows from operating activities
Profit for the year before tax 2,926 360
Adjustments for:
Net gain on financial assets at fair value through profit or loss (3,171) -
Finance income (3) -
Reversal of impairment of amounts due from related parties - (616)
Share based payments relating to share options 21 21
Foreign exchange loss 3 - -
Operating loss before changes in working capital (227) (235)
Decrease)/(increase in trade and other receivables 62 (26)
(Decrease)/increase in trade and other payables (126) 21
Cash used in operations (291) (240)
Interest received 3 -
Net cash used in operating activities (288) (240)
Cash flows from investing activities
Repayment from/(loan to) subsidiary 725 (521)
Reorganisation costs - (240)
Net cash used in from investing activities 725 (761)
Cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents 437 (1,001)
Cash and cash equivalents at beginning of the year 24 1,025
Cash and cash equivalents at end of the year 11 461 24
Notes to the Financial Statements
1 General information
Global Connectivity Plc (the "Company") was incorporated and registered in the
Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 27 June 2006
as a public limited company with registered number 117001C. On 7 January 2011
with the approval of Shareholders in general meeting, the Company was
re-registered as a company under the Isle of Man Companies Act 2006 with
registered number 006491v. The Company's investment strategy is to identify
investment opportunities and acquisitions in the developing market for rural
broadband in the UK. The Company seeks to provide Shareholders with an
attractive total return achieved primarily through capital appreciation.
The Company's administration is delegated to Apex Corporate Services (IOM)
Limited (the "Administrator"). The registered office of the Company is
Exchange House, 54-62 Athol Street, Douglas, Isle of Man, IM1 1JD.
Pursuant to a prospectus dated 20 October 2006 there was an authorisation to
place up to 50 million shares. Following the close of the placing on 26
October 2006, 30 million shares were issued at a price of 100p per share.
The shares of the Company were admitted to trading on the AIM Market of the
London Stock Exchange ("AIM") on 26 October 2006 when dealings also commenced.
On the same date the shares of the Company were admitted to the Official List
of The International Stock Exchange (the "TISE").
As a result of a further fundraising in May 2007, 32,292,810 shares were
issued at a price of 106p per share, which were admitted to trading on AIM on
22 May 2007.
On 4 June 2018 the listing of the Company's shares on AIM and on TISE was
cancelled.
Pursuant to an Admission Document dated 2 December 2019 there was a placing of
29,000,000 shares on 2 December 2019. On the same date the shares of the
Company were admitted to trading on the Aquis Stock Exchange (formerly the NEX
Exchange Growth Market).
Pursuant to an Admission Document dated 23 September 2020 there was a placing
of 100,000,000 shares and 100,000,000 warrants for the fundraising,
consideration shares of 16,000,000 in relation to the acquisition of Secure
Web Services Limited and 800,000 shares and 1,622,400 warrants issued in
consideration for services on 21 October 2020. On the same date the shares of
the Company were admitted to trading on the Aquis Stock Exchange.
A further Placing and Subscription took place in December 2021 in order to
fund the acquisition of Cadence Networks Limited and drive organic growth
before infrastructure funding. There was a placing of 55,833,333 shares and
consideration shares of 2,000,000 in relation to the acquisition of Cadence
Networks Limited. These shares were issued and admitted to trading on the
Aquis Stock Exchange on 21 December 2021.
The Company's agents perform all functions, other than those carried out by
the Board.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all years presented unless otherwise stated.
2.1 Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the UK. The financial
statements have been prepared on the going concern basis, as the Board of
Directors has a reasonable expectation that the Company has the resources to
continue in business for the foreseeable future.
The financial statements have been prepared under the historic cost
convention, as described in the accounting policies set out below. These
accounting policies are consistent with those in the previous year.
New International Financial Reporting Standards (IFRSs) and interpretations
effective in the current period
Application date of
standard (Periods commencing on or after)
Reference Narrative
IFRS 17 Insurance Contracts 1 January 2023
IAS 1 (amendments) Classification of Liabilities as Current or Non-Current and disclosure of 1 January 2023
accounting policies
IAS 8 (amendments) Changes in Accounting Estimates and Errors 1 January 2023
IAS 12 (amendments) Income Taxes 1 January 2023
IAS 1 (amendments) and IFRS practice statement 2 Disclosure of Accounting policies 1 January 2023
Amendments to IFRS 4 Extension of the Temporary Exemption from Applying IFRS 9 1 January 2023
Amendments to IAS 8 Definition of accounting estimates 1 January 2023
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretation are
effective for annual periods beginning after 1 January 2023 and have not been
applied in preparing these financial statements. None of these are expected
to have a significant effect on the financial statements of the Company. The
relevant standards are as follows.
Application date of
standard (Periods commencing on or after)
Reference Narrative
IFRS 16 (amendments) Lease liability in a sale and leaseback 1 January 2024
Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9 - Comparative Information 1 January 2024
Amendments to IAS 1 Non- current Liabilities with Covenants 1 January 2024
2.2 Significant accounting estimates and judgements
The Company makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates
and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
(a) Trade receivables and loans and receivables
The Company assesses its trade receivables and loans and receivables for
impairment at the end of each reporting period. In determining whether an
impairment loss should be recorded in profit or loss, the Company makes
judgements as to whether there is observable data indicating a measurable
decrease in the estimated future cash flows from a financial asset.
(b) Fair value of financial assets - Level 3
The Company reviews the fair value of its unquoted equity instrument at each
Statement of Financial Position date. This requires management to make an
estimate of the value of the unquoted security in the absence of an active
market. At year end, management's best judgement is based on the information
provided to them by the investee company. Where all of the information
available is positive but there is insufficient information to demonstrate
that the fair value is anything other than cost as a result of a lack of other
inputs or evidence to suggest an uplift of the value, no fair value increase
is recognised to be prudent.
2.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements are measured using the currency of
the primary economic environment in which the entity operates ("the functional
currency"). The financial statements are presented in Pound Sterling, which is
the Company's functional and 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. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at period-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the company
income statement.
2.4 Revenue and expense recognition
The Company provides management services and revenue comprises of certain
costs incurred during the period which are then recharged. The pricing of
these services (which drives the revenue recognition) depends on the service
level required by the client, and on the commercial imperatives and pricing
sensitivities of the client. The contractual performance obligations will
typically be embedded in an agreement with the client. Where that agreement is
detailed, the revenue recognition will follow the allocation of fees and
revenues against the completion of the agreed performance milestones in the
accounting period. Where the agreement is not specific, the revenue
recognition will be in proportion to the completion of performance milestones
in the relevant accounting period against the internal costings prepared in
advance for each project.
Interest income is recognised in the financial statements on a
time-proportionate basis using the effective interest method.
The effective interest method is a method of calculating the amortised cost of
a financial asset or financial liability and of allocating the interest income
or interest expense over the period.
Expenses are accounted for on an accruals basis.
2.5 Financial assets and financial liabilities
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Company classifies its financial assets in the following measurement
categories:
• those to be measured subsequently
at fair value (either through OCI or through profit or loss); and
• those to be measured at amortised
cost.
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI. For investments in equity instruments that are not
held for trading, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
The Company classifies financial assets as amortised costs only if both of the
following criteria are met:
• the asset is held within a business model whose
objective is to collect contractual cash flows; and
• the contractual terms give rise to cash flows that
are solely payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Company commits to purchase or sell the asset).
Financial assets are de-recognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
To determine the fair value of the investment, the Directors have reviewed all
information received form the investee company. Where all of the information
available is positive but there is insufficient information to demonstrate
that the fair value is anything other than cost as a result of a lack of other
inputs, or evidence to suggest an uplift or impairment of the value, no fair
value movement is recognised.
Assets carried at amounts based on fair value are defined as follows:
· 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).
Debt instruments
Amortised cost: assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
d) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
2.6 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction,
net of tax, from the proceeds.
2.7 Warrants and share options
The Company estimates the fair value of the future liability relating to
issued warrants and share options using:
· residual method, where a warrant was issued and included as a
part of a package placement of "1 share + 1 warrant"
· the Black-Scholes pricing model taking into account the terms and
conditions upon which the warrants and share options were issued, if the
warrant or share option was granted on its own.
Warrants relating to equity finance are recorded as a reduction of share
premium based on the fair value of the warrants. The charge for the share
options is recorded under administrative expenses in the income statement.
2.8 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
The carrying amount of these assets approximates their fair value.
3 Risk management in respect of financial instruments
The Company's activities expose it to a variety of financial risks: market
risk (including foreign currency risk and interest rate risk), credit risk and
liquidity risk. The financial risks relate to the following financial
instruments: investments, loans and receivables and other liabilities as
detailed in note 2.5.
Foreign currency risk
Foreign currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. The Company's operations
are not conducted in jurisdictions which generate revenue, expenses, assets
and liabilities in currencies other than Pound Sterling ("the functional
currency of the Company"). As a result, there was no exposure to foreign
currency risk as at 31 December 2022 or 31 December 2023.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with
the Company.
The carrying amounts of financial assets best represent the maximum credit
risk exposure at the balance sheet date. This relates also to financial assets
carried at amortised cost.
At the reporting date, the Company's financial assets exposed to credit risk
amounted to the following:
31 December 2023 31 December 2022
£'000 £'000
Other financial assets 6,375 3,204
Subscriptions due 950 950
Amounts due from related parties 33 758
Trade and other receivables 27 89
Cash at bank 461 24
7,846 5,025
The Company manages its credit risk by monitoring the creditworthiness of
counterparties regularly. Cash transactions and balances are limited to
high-credit-quality financial institutions.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its
obligations as they fall due. The Company currently manages its liquidity risk
by maintaining sufficient cash and with the personal support of the Chairman
for shortfalls as a result of the timing of loan repayments. The Company's
liquidity position is monitored by the Board of Directors.
The residual undiscounted contractual maturities of financial liabilities are
as follows:
31 December 2023 Less than 1 month 1-3 months 3 months to 1 year 1-5 years Over 5 years No stated maturity
£'000 £'000 £'000 £'000 £'000 £'000
Financial liabilities
Trade and other payables 33 - - - - -
33 - - - - -
31 December 2022 Less than 1 month 1-3 months 3 months to 1 year 1-5 years Over 5 years No stated maturity
£'000 £'000 £'000 £'000 £'000 £'000
Financial liabilities
Trade and other payables 159 - - - - -
159 - - - - -
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Company is exposed to
interest rate risk from the cash held in interest bearing accounts at floating
rates or short-term deposits of one month or less and on loans from third
parties. The Company's Board of Directors monitor and review the interest rate
fluctuations on a continuous basis and act accordingly.
During the year ended 31 December 2023 should interest rates have decreased by
100 basis points, with all other variables held constant, the shareholders'
equity and profit for the period would have been £2k lower (2022: 100 basis
points, £nil lower).
Capital risk management
The Company's primary objective when managing its capital base is to safeguard
its ability to continue as a going concern. Capital comprises share capital
(see note 12) and reserves.
No changes were made in respect of the objectives, policies or processes in
respect of capital management during the years ended 31 December 2022 and 31
December 2023.
4 Other administration fees and expenses
Year ended 31 Year ended
December 2023
31 December 2022
£'000
£'000
Audit fees 15 15
Directors' remuneration and fees 62 112
Directors' insurance cover 16 21
Professional fees 34 133
Reorganisation costs* - (50)
Share based payment expense 21 21
Other expenses 100 86
Administration fees and expenses 248 338
* costs incurred in 2021 were able to be recovered from Tiger when the
reorganisation completed on 25 October 2022
Included within other administration fees and expenses are the following:
Directors' remuneration
The maximum amount of basic remuneration payable by the Company by way of fees
to the Non-executive Directors permitted under the Articles of Association is
£200,000 per annum. All Directors are each entitled to receive reimbursement
of any expenses incurred in relation to their appointment. Mr Langoulant and
Mr Lewis are entitled to receive an annual fee of £6,000.
Executive Directors' fees
The Chairman is entitled to an annual fee of £80,000 (2022: £90,000 but
permitted a reduction when he was receiving fees from Secure Web Services
Limited whilst it was a wholly owned subsidiary).
All directors' remuneration and fees
Total fees and basic remuneration (including VAT where applicable) paid to the
Directors for the year ended 31 December 2023 amounted to £61,883 (31
December 2022: £112,213) and was split as below. Directors' insurance cover
amounted to £15,968 (31 December 2022: £20,883).
Year ended Year ended
31 December 2023 31 December 2022
£'000 £'000
Selwyn Lewis 6 6
Michael Langoulant 6 6
Christopher Stone - 14
Keith Harris 80 85
Outstanding fees for former director waived (31) -
Expenses reimbursed 1 1
62 112
5 Taxation
The Company is resident in the Isle of Man for taxation purposes. The Isle of
Man has a 0% rate of corporate income tax (2022: 0%) to which the Company is
subject.
6 Basic and diluted profit/(loss) per share
(a) Basic
Basic profit/(loss) per share is calculated by dividing the profit/(loss) of
the Company by the weighted average number of shares in issue during the year.
Year ended 31 December 2023 Year ended
31 December 2022
Profit attributable to equity holders of the Company (£'000) 2,927 360
Weighted average number of shares in issue (thousands) 361,926 361,926
Basic profit per share (pence per share) 0.81 0.10
(b) Diluted
Diluted profit/(loss) per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion of all
dilutive potential ordinary shares. The Company has two category of dilutive
potential ordinary shares: warrants and share options.
Although the Company is reporting a profit from continuing operations for the
year the exercise price of the warrants or performance criteria for the share
options have not been met and therefore exercise cannot take place yet. The
basic and diluted profit per share as presented on the face of the Income
Statement are therefore identical.
7 Subscriptions due
On 10 September 2019, 75 million Ordinary Shares were allotted, 37.5 million
to Michael Meyer (former Chairman of the Company) and 37.5 million to Barry
Hersh. The Ordinary Shares were issued at a price of 1 pence per share. The
consideration for the Ordinary Shares is to be left outstanding on terms that
it shall be paid to the Company in full by 31 December 2024.
On 17 March 2020, 20 million Ordinary Shares were allotted to Keith Harris
(Chairman of the Company). The Ordinary Shares were issued at a price of 1
pence per share. The consideration for the Ordinary Shares is to be left
outstanding on terms that it shall be paid to the Company in full by 31
December 2024.
8 Other financial assets
31 December 2023 31 December 2022
Instruments measured at fair value through profit and loss £'000 £'000
Start of the period 3,204 -
Reclassification on reorganisation - 3,204
Net gain/(loss) on financial assets at fair value through profit or loss 3,171 -
Total financial assets 6,375 3,204
Categorised as
Level 3 - unquoted investments 6,375 3,204
Total financial assets 6,375 3,204
The infrastructure funding deal with Tiger Infrastructure Partners Fund III LP
("Tiger") completed on 25 October 2022. As a result, the Company transferred
ownership of its two previously wholly owned subsidiaries, Secure Web Services
Limited and Cadence Networks (note 18) to a new intermediate holding company,
Rural Broadband Solutions Holdings Limited, of which the Company now owns 15%.
At the same time part of intercompany loan with Secure Web Services Limited
was capitalised leaving a balance of £825,000 to be repaid over three years
at a rate of £275,000 per annum (note 18).
The Company has estimated the fair value of its investment in Rural Broadband
Solutions Holdings Limited, an unquoted equity instrument, and recognised an
increase in fair value based on the information provided by the investee
company.
9 Amounts due from related parties
This balance was unsecured and interest free. £nil (31 December 2022:
£725,000) relates to a loan, see note 18. £32,760 (31 December 2022:
£32,760) relates to management services recharges which are repayable on
demand.
10 Trade and other receivables
31 December 2023 31 December 2022
£'000 £'000
Prepayments 19 19
VAT receivable 8 70
Trade and other receivables 27 89
The fair value of trade and other receivables approximates their carrying
value.
11 Cash and cash equivalents
31 December 2023 31 December 2022
£'000 £'000
Bank balances 461 24
Cash at bank 461 24
12 Share capital
Ordinary Shares of 1p each As at As at
31 December 2023 Number 31 December 2023 £'000
Authorised 800,000,000 8,000
Issued and fully paid up 361,926,143 3,619
Ordinary Shares of 1p each As at As at
31 December 2022 Number 31 December 2022 £'000
Authorised 800,000,000 8,000
Issued and fully paid up 361,926,143 3,619
The holders of Ordinary Shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.
No distributions were paid during the year (31 December 2022: none).
13 Warrants and share options
Warrants
The number and weighted average exercise price of warrants in issue for the
year ended 31 December 2023 and 2022 is as follows:
31 December 2023 31 December 2022
Outstanding (000s) Weighted average exercise price (£) Outstanding (000s) Weighted average exercise price (£)
Opening balance 1 January 101,622 0.03 101,622 0.03
Issued - - - -
Exercised - - - -
Closing balance 31 December 101,622 0.03 101,622 0.03*
* 100 million warrants were due to expire on 21 April 2024. On 28 March 2024,
the Company agreed to extend the warrant exercise period by two years to 20
April 2026 and decreased the warrant exercise price to 1.5p per share.
The estimate of the fair value of the Warrants is measured based on the
Black-Scholes model. The following inputs were used in the calculation of the
fair value of the warrants granted.
31 December 2023 31 December 2022
Fair value (£000s) 77 77
Share price (£) 0.025 0.025
Expected volatility 30% 30%
Expected warrants life (years)* 2 1
Expected dividend yield 0% 0%
Risk-free interest rate 0.33% 0.33%
* exercise period was extended
The expected volatility is based on the historical share prices of a group of
companies deemed to be comparable.
Share options
The Company has issued share options as an incentive to the senior management
of the Company (and up to the reorganisation in October 2022 to the management
of the subsidiary company Secure Web Services Limited). In addition, the
Company has issued warrants to senior management and advisers in payment or
part payment for services provided to the Company. All share options granted
in prior years were granted under individual agreements and are subject to
market and service vesting conditions. These options were HMRC approved EMI
options up to the date of the reorganisation in October 2022. The vesting
conditions fall into the 3 main categories:
· Salary sacrifice for certain individuals where no further vesting
condition is required;
· Numbers of monthly paying customers sustained over a three month
period;
· Share price hurdles based on share values of 4.5p, 7.5p and 10.5p
over 3 consecutive months or a liquidity event at that price per share at any
time following the award of the options.
Each share option converts into one ordinary share of the Company on exercise
and are accounted for as equity-settled share-based payments. The equity
instruments granted carry neither rights to dividends nor voting rights.
Share options in issue:
( )
Units Weighted average exercise price
Balance at 31 December 2022 27,250,000 1.0p
Cancelled during the year (-) -
Balance at 31 December 2023 27,250,000 1.0p
Exercisable at 31 December 2023 - -
The fair value is estimated at the date of grant using the Black-Scholes model
taking into account the terms and conditions attached to the grant.
The share options outstanding as at 31 December 2023 have a weighted remaining
contractual life of 0.5 years with an exercise price of £0.01.
The value of share options charged to administrative expenses in the Statement
of Comprehensive Income during the year is as follows:
Year ended Year ended
31
December 2023 31 December 2022
£'000 £'000
Share options 21 21
Total 21 21
14 Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Retained earnings All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere
Warrant reserve The warrants reserve arises on the issue of warrants. Refer note 13 for
further information.
Share option reserve The share option reserve arises on the issue of share options. Refer note 13
for further information.
15 Net asset value ("NAV") per share
31 December 2023 31 December 2022
Net assets attributable to equity holders of the Company (£'000) 7,813 4,866
Shares in issue (in thousands) 361,926 361,926
NAV per share (£) 0.02 0.01
16 Trade and other payables
31 December 2023 31 December 2022
£'000 £'000
Directors' fees payable - 46
Other payables 33 113
Trade and other payables 33 159
The fair value of trade and other payables approximates their carrying value.
17 Contingent liabilities and commitments
As at 31 December 2023 the Company had no contingent liabilities or
commitments.
18 Related party transactions
Parties are considered to be related if one party has the ability to control
the other party or to exercise significant influence over the other party in
making financial or operational decisions. Key management is made up of the
Board of Directors who are therefore considered to be related parties and the
transactions were made at arm's length. Fees in relation to the Directors are
disclosed in note 4. Shares allotted to related parties are disclosed in note
7.
Management fees in the prior year charged to the former wholly owned
subsidiary, Secure Web Services Limited, up to the date of reorganisation
amounted to £82,000 and related to management services performed over time.
At the balance sheet date there was a balance of £32,760 (2022: £32,760)
owed to the Company.
During the year, £nil was provided to Secure Web Services Limited, by way of
an intercompany loan (2022: £521K). At the balance sheet date there was a
loan outstanding of £nil (2022: £725,000). This loan was unsecured and
interest free. £275,000 was due 31 December 2023 and the remaining £275,000
was due 31 December 2024 however the balance was paid early and in full on 13
October 2023.
19 Investment in subsidiaries
31 December 2023 31 December 2022
Cost £'000 £'000
At 1 January - 1,942
Additions - -
Share based payment expense attributable to subsidiary - -
Reclassification to other financial assets (note 8) on reorganisation - (1,942)
At 31 December - -
20 Ultimate controlling party
There is no one controlling party.
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