REG - Jade Road Investmnts - Interim Results
30/09/2024 07:00
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RNS Number : 1252G Jade Road Investments Limited 30 September 2024
JADE ROAD INVESTMENTS LIMITED
INTERIM CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2024
Jade Road Investments Limited (AIM: JADE), the London quoted company focused
on seeking the best risk-adjusted returns globally, is pleased to announce its
interim results for the six months ended 30 June 2024.
Financial Highlights:
· Total interest income decreased to US$0.01 million (H1 2023: US$0.59
million).
· Net loss of $0.4 million (H1 2023: US$1.4 million loss).
· Consolidated basic / diluted loss per share of US$ 0.11 cents (H1 2023:
loss per share US$ 0.75 cents).
· Consolidated NAV at 30 June 2024 decreased to a deficit of US$ (0.35)
million/GBP (0.28) million (31 December 2023: US$0.05 million/GBP 0.04
million).
· NAV per share at 30 June 2024 (0.10) cents ((0.08) pence) (31 December
2023: 0.02 cents / 0.01 pence).
· Period end cash position of US$ 0.06 million (31 December 2023 : US$
0.08 million).
· Post period issue of Convertible loan note raising £80,000
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jade Road Investments Limited +44 (0) 778 531 5588
John Croft
Zeus Capital Limited - Nominated Adviser +44 (0) 203 829 5000
James Joyce
Andrew de Andrade
Hybridan LLP - Corporate Broker +44 (0) 203 764 2341
Claire Noyce
Lionsgate Communications - Communications Adviser +44 (0) 779 189 2509
Jonathan Charles
About Jade Road Investments
Jade Road Investments Limited is quoted on the AIM Market of the London Stock
Exchange and is committed to providing shareholders with attractive
uncorrelated, risk-adjusted long-term returns from a combination of realising
sustainable capital growth and delivering dividend income.
Chairman's Statement
The Company's Results for the period to 30 June 2024 fully reflect the status
of the Company following the disposal of its legacy assets described in our
2023 Annual Report. At this juncture the Company effectively became a shell
company seeking an acquisition via a Reverse Take Over (RTO) and/or strategic
partnerships to deliver future growth.
Since the end of this period the Company announced a strategic partnership
with MBM Ltd. It is envisaged that the partnership will deliver investment
opportunities for Jade in conjunction with its Investment Manager Heirloom
Investment Management LLC. The partnership was announced on 16 August 2024
which can be viewed via the link below:
https://www.londonstockexchange.com/news-article/JADE/strategic-partnership-with-mbm-limited/16623422
(https://www.londonstockexchange.com/news-article/JADE/strategic-partnership-with-mbm-limited/16623422)
As part of the agreement, MBM Ltd. will provide up to £300,000 in new capital
to Jade via a Convertible Loan Note (CLN). The first tranche of £80,000 under
the CLN has been received by the Company.
The Company's working capital remains constrained, however management is
managing creditors and seeking further finance to deliver its strategy.
Whilst the relationship with MBM Ltd. is embryonic, I am encouraged by the
cooperation and support experienced to date and expect to be able to announce
more details in the coming months.
The principal assets as of 30 June 2024 are detailed below:
Principal assets Valuation at 31 December 2023 Transfer US$ million Equity investment/ other movement US$ million Valuation at 30 June 2024
US$ million US$ million
Heirloom Investment Fund and Heirloom Litigation Funding 0.5 - (0.5) -
Investments available for sale 4.3 (4.3) - -
Corporate debt (3.8) 3.8 - -
Other liabilities (1.0) 0.5 0.1 (0.4)
Cash 0.1 - - 0.1
Total Net Asset Value 0.1 - (0.3) (0.3)
John Croft
Chairman
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Year ended
30 June 30 June 31 December
2024 2023 2023
Note Unaudited Unaudited Audited
US$000 US$000 US$000
Income from unquoted financial assets - 588 1,090
Finance income from loans 7 - 545
Loss on disposal on disposal - - (1)
Gross portfolio income 4 7 588 1,634
Fair value changes on financial assets at fair value through profit or (loss) - (101) (17,295)
Foreign exchange on unquoted financial assets at fair value through profit or (2) - -
(loss)
Investment provisions 4 - (588) -
Net portfolio income/(loss) 4 5 (101) (15,661)
Management fees 14 - (376) (350)
Incentive fees - - 43
Administrative expenses 5 (401) (639) (1,171)
Operating loss (396) (1,116) (17,139)
Finance expense (5) (273) (577)
Loss before taxation (401) (1,389) (17,716)
Taxation 6 - - -
(401) (1,389) (17,716)
Loss and total comprehensive loss for the period
Loss per share 8
Basic (0.11) cents (0.75) cents (5.94) cents
Diluted (0.11) cents (0.75) cents (5.94) cents
The results above relate to continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note 30 June
2024 30 June 31 December
Unaudited 2023 2023
US$000 Unaudited Audited
US$000 US$000
Assets
Unquoted financial assets at fair value through profit or loss 9 - 18,708 500
Loans and other receivables 10 26 1,721 19
Investments held for sale - - 4,290
Cash and cash equivalents 59 100 77
Total assets 85 20,529 4,886
Liabilities
Other payables and accruals 434 1,209 991
Current liabilities 434 1,209 991
Loans & borrowings 11 - 3,873 3,843
Total liabilities 434 5,082 4,834
Net assets (349) 15,447 52
Equity and reserves
Share capital 12 151,686 150,615 151,686
Treasury share reserve 12 (754) (615) (754)
Share based payment reserve 2,936 2,936 2,936
Accumulated losses (154,217) (137,489) (153,816)
Total equity and reserves attributable to owners of the parent (349) 15,447 52
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Treasury share reserve Share Accumulated losses Total
capital US$'000 based US$000 US$000
US$000 payment
reserve
US$000
Group balance at 1 January 2023 148,903 (615) 2,936 (136,100) 15,124
Loss for the period - - - (1,389) (1,389)
Other comprehensive income - - - - -
Total comprehensive loss for the period - - - (1,389) (1,389)
Issue of shares net of issue costs 1,712 - - 1,712
Group balance at 30 June 2023 150,615 (615) 2,936 (137,489) 15,447
Loss for the period - - - (16,327) (16,327)
Other comprehensive income - - - - -
Total comprehensive loss for the period - - - (16,327) (16,327)
Issue of shares net of issue costs 1,071 - - - 1,071
Repurchase of shares - (139) - - (139)
Group balance at 31 December 2023 and 1 January 2024 151,686 (754) 2,936 (153,816) 52
Loss for the period - - - (401) (401)
Total comprehensive loss for the period - - - (401) (401)
Group balance at 30 June 2024 151,686 (754) 2,936 (154,217) (349)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Year ended
30-Jun 30-Jun 31 December
2024 2023 2023
Unaudited Unaudited Audited
US$'000 US$'000 US$'000
Cash flow from operating activities
(Loss) / Profit before taxation (401) (1,389) (17,716)
Adjustments for:
Finance income (7) - (545)
Finance expense 7 273 577
Exchange loss - 84 47
Fair value changes on unquoted financial assets at fair value through profit - 19 13,938
or loss
Fair value changes on loans and receivables at fair value through profit or - - 2,236
loss
Realised (gain) on disposal of investments - - -
Increase/(Decrease) in other receivables (7) (35) 13
Increase/(Decrease) in other payables and accruals (110) (127)
(323)
Net cash used in operating activities (518) (1,175) (1,773)
Cash flow from investing activities
Sale proceeds of unquoted financial assets at fair value through profit or 500 - 250
loss
Purchase of unquoted financial assets at fair value through profit and loss - (500) (750)
Net cash generated from investing activities 500 (500) (500)
Issue of Shares - 1,712 2,763
Purchase of treasury shares - (259) (139)
Payment of interest on loans and borrowings - (594)
Net cash generated used in financing activities - 1,453 2,030
Net outflow in cash & cash equivalents during the period (18) (222) (243)
Cash and cash equivalents and net debt at the beginning of the period 77 321 321
Foreign exchange on cash balances - 1 (1)
Cash & cash equivalents and net debt at the end of the period 59 100 77
NOTES TO THE FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a limited company incorporated in the British Virgin Islands
("BVI") under the BVI Business Companies Act 2004 on 18 January 2008. The
address of the registered office is Commerce House, Wickhams Cay 1, P.O. Box
3140, Road Town, Tortola, British Virgin Islands VG 1110 and its principal
place of business is 19/F., CMA Building, 64 Connaught Road Central, Central,
Hong Kong.
The Company is quoted on the AIM Market of the London Stock Exchange (code:
JADE) and the Quotation Board of the Open Market of the Frankfurt Stock
Exchange (code: 1CP1).
The principal activity of the Company is investment holding. The Company is
principally engaged in investing primarily in unlisted assets in the areas of
mining, power generation, health technology, telecommunications, media and
technology ("TMT"), and financial services or listed assets driven by
corporate events such as mergers and acquisitions, pre-IPO, or re-structuring
of state-owned assets.
The condensed consolidated interim financial information was approved for
issue on 29 September 2023.
2. BASIS OF PREPARATION
The condensed consolidated interim financial information has been prepared in
accordance with International Accounting Standard ("IAS") 34 "Interim
Financial Reporting" and is presented in US Dollars.
3. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated interim financial information has been prepared on
the historical cost convention, as modified by the revaluation of certain
financial assets and financial liabilities at fair value through the statement
of comprehensive income.
The accounting policies and methods of computation used in the condensed
consolidated financial information for the six months ended 30 June 2024 are
the same as those followed in the preparation of the Group's annual financial
statements for the year ended 31 December 2023 and are those the Group expects
to apply into financial statements for the year ending 31 December 2024. There
was no impact on the Company's accounting policies as a result of any new or
amended standards which became applicable for the current accounting period.
The seasonality or cyclicality of operations does not impact the interim
financial information.
4. SEGMENT INFORMATION
The operating segment has been determined and reviewed by the Board to be used
to make strategic decisions. The Board considers there to be a single business
segment, being that of investing activity.
The reportable operating segment derives its revenue primarily from debt
investment in several companies and unquoted investments.
The Board assesses the performance of the operating segments based on a
measure of adjusted Earnings Before Interest, Taxes, Depreciation and
Amortisation ("EBITDA"). This measurement basis excludes the effects of
non-recurring expenditure from the operating segments such as restructuring
costs. The measure also excludes the effects of equity-settled share-based
payments and unrealised gains/losses on financial instruments.
The segment information provided to the Board for the reportable segment for
the periods are as follows:
Six months ended Year ended
30 June 30 June 31 December 2023
2024 2023
US$000 US$000 US$000
Income on unquoted financial assets - 588 1,090
Financial income on loans & receivables 7 - 545
Gain on disposal - - (1)
Gross portfolio income 7 588 1,634
Expected credit loss provision - (588) -
Foreign exchange (2) (101) (43)
Equity fair value adjustments - - (15,029)
Portfolio income through profit or loss 5 (101) (13,438)
Net assets:
FMHL - 5,252 -
Meize - 8,800 -
DocDoc - 2,806 -
ICG - 1,335 -
Infinity TNP - - -
Heirloom Investment Fund - 500 500
Other - 15 -
Unquoted assets at fair value through profit or loss - 18,708 500
Loans and other receivables at fair value through the profit or loss (third 26 1,721 19
party)
Investments held for sale - - 4,290
Cash 59 100 77
Liabilities (434) (5,082) (4,834)
Net assets (349) 15,447 52
On 1 May 2024 the transfer of the 'Legacy Assets' consisting of the holdings
in DocDoc Pte Limited, Future Metal Holdings Limited, Meize Energy Industrial
Holdings Limited, Infinity Capital Group Infinity TNP, Project Nicklaus and
Fook Lam Moon Holdings was approved by the shareholders at the annual general
meeting. The corporate bond issued by the Group was also transferred. All
assets and liabilities have been transferred to an independent third-party
company which is not owned or controlled by the Group. The Group received no
consideration in return for the transfer. These assets had been included as
held for sale in the financial statements dated 31 December 2023.
The impact of fair value changes on the investments in the portfolio are as
follows:
Six months ended Year ended
30 June 30 June 31 December 2023
2024 2023
US$000 US$000 US$000
Income on unquoted financial assets through profit or loss - 588 1,090
Equity fair value adjustments:
- FMHL - - (1,538)
- Meize - - (8,801)
- DocDoc - - (3,016)
- Infinity Capital Group - - (1,659)
- Other - - (15)
- - (15,029)
Expected credit loss provision:
- ICG - (112) -
- FMHL - (300) -
- DocDoc - (176) -
Foreign exchange on unquoted financial assets at fair value through profit or - (19) 2
loss
Total fair value changes on financial assets at fair value through profit or - (19) (13,937)
loss
5. ADMINISTRATIVE EXPENSES
Six months ended Year ended
30 June 30 June 31 December 2023
2024 2023
US$000 US$000 US$000
Staff costs 183 183 321
Professional fees 171 417 752
Travel expenses 7 14 19
Insurance 11 11 22
Loss on redemption of assets 26 - 15
Foreign exchange - 6 8
IT costs - 1 1
Marketing - - 3
Bank charges 3 6 11
Other costs - 3 20
401 639 1,171
6. TAXATION
The Company is incorporated in the BVI and Hong Kong. The Company is not
subject to any income tax in the BVI. The Company does not engage in any
business activities or generate income in Hong Kong; therefore it is not
subject to taxation in Hong Kong.
7. DIVIDEND
The Board does not recommend the payment of an interim dividend in respect of
the six months ended 30 June 2024 (30 June 2023: Nil).
8. LOSS PER SHARE
The calculation of the basic and diluted earnings per share attributable to
owners of the Group is based on the following:
Six months ended Year ended
30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
Numerator
Basic/Diluted: Net loss (401) (1,389) (17,716)
Number of shares
'000 '000 '000
Denominator
Basic: Number of / Weighted average shares 350,713 185,008 298,477
Dilutive effect of warrants - - -
Diluted: Adjusted weighted average shares 350,713 185,008 298,477
Loss per share
Basic (cents) (0.11) (0.75) (5.94)
Diluted (cents) (0.11) (0.75) (5.94)
Warrants issued to the Investment Manager were anti-dilutive and therefore
there is no impact on the weighted average shares in issue. No warrants were
issued during the current period ending 30 June 2024 (2023: 1,002,333).
9. UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR
LOSS
30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
At the beginning of the period 500 18,227 18,227
Fair value changes through profit and loss - 569 (13,937)
Transferred to held for sale - - (4,290)
Expected credit loss provision through profit and loss - (588) -
Realised gain - - -
Disposals (500) - (250)
Additional investment - 500 750
At the end of the period - 18,708 500
10. LOANS AND OTHER RECEIVABLES AT FAIR VALUE THROUGH PROFIT OR
LOSS
30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
At the beginning of the period 19 1,769 -
Other receivables 7 - 19
Fair value changes through profit and loss - (48) -
At the end of the period 26 1,721 19
Note 30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
Other receivables 26 1,721 19
Total loans and borrowings 26 1,721 19
The breakdown of Loans is as follows:
30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
Loan principal - 26,500 -
Accrued PIK interest - 2,248 532
Accrued interest payable in cash - 3,070 -
Fair Value Adjustments - Principal - (26,500) -
Fair Value Adjustments - Accrued Interest - (5,318) (532)
Net loans receivable - - -
11. LOANS AND BORROWINGS
30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
Corporate debt - 3,873 3,843
Total loans and borrowings - 3,873 3,843
The movement in loans and borrowings is as follows:
30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
Opening balance 3,843 3,859 3,859
Borrowing costs amortised - - -
Interest expense accrued - 273 577
Payment of interest liability - (259) (594)
Transferred out (3,843) - -
Closing balance - 3,873 3,843
12. SHARE CAPITAL
Number of Amount
Shares US$000
Issued share capital excluding treasure shares at 31 December 2023 350,713,130 150,932
Shares issues in the period - -
Issued share capital excluding treasure shares at 30 June 2024 350,713,130 150,932
Consisting of:
Authorised, called-up and fully paid ordinary shares of no-par value each at 358,193,134 151,686
30 June 2024
Authorised, called-up and fully paid ordinary shares of no-par value held as (7,480,004) (754)
treasury shares by the Company at 30 June 2024
(i) Under the BVI corporate laws and regulations, there is no
concept of "share premium," and all proceeds from the sale of no-par value
equity shares are deemed to be share capital of the Company.
13. FINANCIAL INSTRUMENTS
Financial assets
As at As at As at
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Unquoted financial assets at fair value - 18,708 500
Other receivables at fair value - 1,659 -
Cash and cash equivalents at amortised cost 59 100 77
Financial assets 59 20,467 577
Financial liabilities
As at As at As at
30 June 30 June 31 December
2024 2023 2023
US$'000 US$'000 US$'000
Other payables and accruals at amortised cost 434 1,209 991
Corporate debt at amortised cost - 3,873 3,843
Financial liabilities 434 5,082 4,834
Financial assets at fair value through profit or loss
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into Level
1, 2 or 3 based on the degree to which the fair value is observable:
Note As at As at As at
30 June 2024 30 June 31 December
US$000 2023 2023
US$000 US$000
Level 3
Unquoted financial assets at fair value 9 - 18,708 500
Other receivables at fair value 10 26 1,721 -
26 20,429 500
There is no transfer between levels in the current period. Carrying values of
all financial assets and liabilities are approximate to fair values. The value
of level 3 investments has been determined using the yield capitalisation
(discounted cash flow) method.
14. RELATED PARTY TRANSACTIONS
During the period under review, the Group entered into the following
transactions with related parties and connected parties:
Notes 30 June 30 June 31 December
2024 2023 2023
US$000 US$000 US$000
Remuneration payable to Directors 183 183 321
Re-imbursement of expenses to directors - - 26
Heirloom Investment Management LLC
Administration Fee - - 47
Harmony Capital
Management fee - 376 350
Incentive fee - - (43)
Amount due to 745 910 745
Harmony Capital at period end
Heirloom Investment Management LLC - - 16
Directors 68 - 75
15. EVENTS AFTER THE REPORTING PERIOD
On 11 July 2024 Dr Lee George Lam resigned from his role as non-executive
director.
On 16 August 2024 Jade announced a strategic partnership with MBM Limited. MBM
Limited will provide new capital in the form of convertible loan notes (CLN)
of up to £300,000 and will introduce potential new investments to Jade. The
first tranche of the CLN, amounting to £80,000 has been received .
16. COPIES OF THE INTERIM REPORT
The interim report is available for download from
www.jaderoadinvestments.com.
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