Lift Global Ventures - Half Year Results
20/03/2023 07:00
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RNS Number : 4448T Lift Global Ventures PLC 20 March 2023
20 March 2023
Lift Global Ventures Plc
("Lift" or the "Company")
Half Year Results
The Directors of Lift Global Ventures Plc (AQSE:LFT) are pleased to announce
its half year results for the six-month period ended 31 December 2022.
Chairman's Statement
It is with pleasure that I take this opportunity to update shareholders of
Lift Global Ventures Plc (the "Company" or "Group") on the Group's performance
during the final six months of 2022.
Update on Investment Strategy
Investment in Miriad Limited ("Miriad")
On 5 September 2022, we were pleased to announce the acquisition of the entire
issued share capital of Miriad Limited ("Miriad"), a financial PR and IR
consulting company run by well-known stock market commentator and current
Director, Zak Mir. Miriad provides a bespoke, personalised PR and IR service
to small- and mid-cap entities in the UK and access to Zak's deep market
insights, vast industry connections and significant social media following.
Miriad is the home of Zak's Traders Café, which is arguably the one stop shop
for technical, fundamental and sentiment analysis from the moment the markets
open. Zak's Traders Café has over 23,000 twitter followers.
Zak has worked in the financial markets for over 30 years, initially as a
derivatives broker in the 90s, and later as one of the UK's leading stock
market commentators. He was a pioneer of technical analysis in the UK,
covering major markets down to small caps. In recent years, Zak has
specialised in providing detailed insights to retail and institutional
investors on small cap companies, while assisting quoted companies in getting
their message out to these investors.
Zak has written for numerous investment publications including Shares
Magazine, Investors' Chronicle, Yahoo! Finance, and Spectator Money, while
appearing as a guest stock market commentator on CNBC and Bloomberg. He is a
member of the National Union of Journalists.
The Company continues to invest in Miriad which has recently won new clients
as it looks to ramp up this side of the business supporting junior listed, and
private companies, especially in difficult financial markets.
Investment in IAMFIRE
In July 2022 the Company also made a small investment in IAMFIRE Plc, an
investment issuer listed on the AQSE Market Growth Exchange with an investment
strategy focused on the identification of opportunities in social commerce,
life sciences & natural resources, at a cost of £49,052.
Investment in Trans-Africa Energy Limited ("TAE")
As announced on 9 December 2022, the Board proposed to broaden the investment
acquisition strategy of the Company to include energy infrastructure and
strengthen the Board with the requisite skills to pursue this. The Board was
pleased to announce, on 31 January 2023, that the Company had subscribed for
£750,000 of unsecured convertible loan notes ("Loan Notes") in TAE, a UK
private company focussing on the development, financing, construction and
operation of energy infrastructure projects located primarily in Sub-Saharan
Africa. The subscription was the Company's first investment in furtherance of
its expanded Investment Strategy - investment in the robust energy
infrastructure sector and enabling a lower carbon economy.
TAE has entered into a Joint Development Agreement ("JDA") with Ghana National
Gas Company Ltd. which grants it a majority and managing stake in the design,
construction, management and operation of four onshore Ghana related
infrastructure projects for the processing and transporting of natural gas.
The projects are:
1. The Takoradi to Tema Pipeline ("TTP");
2. The Ghana to Côte d'Ivoire Pipeline;
3. The addition of new infrastructure (e.g., gas processing facilities)
associated with the pipelines; and
4. The Prestea to Kumasi Pipeline.
The TTP is the first of the projects and the most advanced with TAE expecting
that financial close to be in H2 2023. The TTP will be a buried onshore
natural gas pipeline running from Takoradi (Aboadze) to Tema (on the eastern
side of Accra).
The proceeds received by TAE pursuant to the Loan Notes will be used for the
first project including Front End Engineering Design, route surveys,
environmental and social impact studies, and general working capital
requirements.
TAE has the ability to issue Loan Notes up to an aggregate amount of
£8,000,000 and can redeem the Loan Notes within a period of 18 months from
the date on which they have been issued. Further details on the terms of the
Loan Notes have been detailed in the Company's announcement of 31 January
2023.
Changes to the Board of Directors
In December 2022, the Company welcomed two new Non-Executive Directors, Mr.
Roy Kelly as Chairman and Mr. Sandy Barblett to its Board of Directors.
Roy and Sandy bring extensive knowledge and expertise in completing
transactions in the energy sector, as well as considerable experience working
with public companies, and will help the Company to identify opportunities
within its investment acquisition strategy.
In December 2022, the Company also announced the resignation of Mr. Paul
Gazzard and Mr. Tim Daniel.
Financial Overview
As at 31 December 2022, the Group had cash reserves of £1,199,316, compared
to £1,322,305 as at 30 June 2022. The cash balance arose from the Company
raising £1,726,300 (before expenses) in April 2022 upon admission to the AQSE
Growth Market ("Admission"). The Group remains debt free.
The Group reports revenue of £149,875 for the 6-month period to 31 December
2022 derived from the activities of Miriad.
Administration expenses for the 6-months to 31 December 2022 totalled
£356,309 (30 June 2022: £286,280). Included in this was administration
expenses of Directors' fees of £146,392 and a settlement payment to the
departing board members of £62,800. The Group also incurred costs of
£188,298 for the year to 30 June 2022 in connection with Admission.
Future
On behalf of the Board, I thank you for your continued support and look
forward to continuing to build on the Company's portfolio in the energy sector
and working with TAE as it rolls out its proposed projects. We are also
committed to continuing to build Miriad. We shall continue to update
shareholders on our investments.
Roy Kelly
Chairman
Condensed Consolidated Statement of Financial Position As At 31 December 2022
Note Unaudited Unaudited
31 December 2022 30 June 2022
£ £
Non-Current Assets
Intangible assets 6 298,696 -
Fair value through profit and loss equity investments 7 36,567 -
Total non-current assets 335,263 -
Current Assets
Trade and other receivables 171,140 338,366
Cash and cash equivalents 1,199,316 1,322,305
Total current assets 1,370,456 1,660,671
Total Assets 1,705,719 1,660,671
Current Liabilities
Trade and other payables 159,387 64,235
Total Liabilities 159,387 64,235
Net Assets 1,546,332 1,596,436
Equity attributable to owners of the Parent
Share capital 8 957,100 915,433
Share premium 8 1,225,507 1,097,757
Other reserves 57,824 57,824
Retained earnings (694,099) (474,578)
Total Equity 1,546,332 1,596,436
The condensed consolidated financial statements were approved and authorised
for issue by the Board of Directors on 17 March 2023 and were signed on its
behalf by:
Zak Mir
Chief Executive Officer
Condensed Consolidated Income Statement
For The Six Months Ended 31 December 2022
Note Unaudited Audited
For the 6 month period ended 31 December 2022 For the period ended 30 June 2022
£ £
Revenue 149,875 -
Gross Profit 149,875 -
Administration expenses 4 (356,909) (286,280)
Listing fees - legal and professional services - (188,298)
Operating Loss (356,909) (474,578)
Valuation losses on fair value through profit and loss equity investments 7 (12,486) -
Loss before Taxation (219,520) (474,578)
Corporation tax charge - -
Loss for the period (219,520) (474,578)
Earnings per share (pence) - Basic & Diluted 5 (0.23) (1.48)
The Company has no Other Comprehensive Income as at 30 June 2022.
All operations are continuing.
Condensed Consolidated Statement of Cash Flows
For The Six Months Ended 31 December 2022
Note Unaudited Audited
31 December 2022 30 June 2022
£ £
Cash flows from operating activities
Loss before taxation (219,520) (474,578)
Adjustments for:
Expected credit loss provision 13,667 -
Fair value loss on equity investments 12,486 -
Share based payments - 43,664
Changes in working capital:
Increase in trade and other receivables 204,226 (338,366)
Increase in trade and other payables 43,969 64,235
Net cash used in operating activities 54,828 (705,045)
Cash flows from investing activity
Cash paid for acquisitions, inclusive of acquisition costs 6 (201,840) -
Cash paid for investments 7 (49,052) -
Cash acquired on acquisitions 6 70,325 -
Net cash used in investing activity (180,567) -
Cash flows from financing activity
Net proceeds from issue of shares - 2,027,350
Cost of share issues 2,750 -
Net cash generated from financing activity 2,750 2,027,350
Net increase in cash and cash equivalents (122,989) 1,322,305
Cash and cash equivalents at start of the period 1,322,305 -
Cash and cash equivalents at end of period 1,199,316 1,322,305
Non- Cash Investing and Financing Activities
Unaudited 6 months ended 31 December 2022 - 4,166,666 new Ordinary Shares were
issued at a price of £0.04 per share as partial consideration for the
acquisition of Miriad Limited, totalling £166,667.
Condensed Consolidated Statement of Changes In Equity
For The Six Months Ended 31 December 2022
Attributable to Equity Shareholders
Audited - Period ended 30 June 2022 Notes Share capital Share premium Other reserves Retained earnings Total equity
£ £ £ £ £
On incorporation 50,000 - - - 50,000
Loss for the period - - - (474,578) (474,578)
Total Loss for the period - - - (474,578) (474,578)
Transactions with owners
Issue of ordinary shares 8 865,433 1,150,867 - - 2,016,300
Cost of capital 8 - (53,110) - - (53,110)
Options and warrants granted - - 57,824 - 57,824
Total transactions with owners 865,433 1,097,757 57,824 - 2,021,014
As at 30 June 2022 915,433 1,097,757 57,824 (474,578) 1,596,436
Unaudited - Period ended 31 December 2022 915,433 1,097,757 57,824 (474,578) 1,596,436
At 1 July 2022
Loss for the period - - - (219,520) (219,520)
Total Loss for the period - - - (219,520) (219,520)
Transactions with owners
Issue of ordinary shares 8 41,667 125,000 - - 166,667
Cost of capital 8 - 2,750 - - 2,750
Total transactions with owners 41,667 127,750 - - 169,417
As at 31 December 2022 957,100 1,225,507 57,824 (694,099) 1,546,332
1. Reporting Entity
Lift Global Ventures Plc (the "Company" or the "Group") is a company domiciled
in the United Kingdom. The consolidated interim financial information as at
and for the six months ended 31 December 2022 comprise the results of the
Company and its subsidiary (together referred to as the "Group").
The consolidated financial statements of the Group as at and for the period
ended 30 June 2022 are available upon request from the Company's registered
office at Suite 1, 15 Ingestre Place, London, England, W1F 0DU or at
liftgv.com.
2. BASIS OF PREPARATION
The financial information set out in this report is based on the consolidated
financial information of Lift Global Ventures Plc and its subsidiary company.
The financial information of the Group for the 6 months ended 31 December 2022
was approved and authorised for issue by the Board on 17 March 2023. The
interim results have not been audited. The financial information for the
period ended 31 December 2022 set out in this interim report does not comprise
the Group's statutory accounts as defined in section 434 of the Companies Act
2006. The Directors have elected not to apply IAS 34 Interim Financial
Reporting. This financial information is consistent with the recognition and
measurement requirements of UK-adopted international standards. The
comparative information for the year ended 30 June 2022 is not the Group's
full annual accounts for that period but has been derived from the annual
financial statements for that period.
The consolidated financial information incorporates the results of Lift Global
Ventures Plc and its subsidiary undertaking as at 31 December 2022. The
Group was formed on 5 September 2022 upon the Company's acquisition of Miriad
Limited, as such the corresponding amounts are for the Company only for period
ended 30 June 2022.
The Group financial information is presented in Pound Sterling and values are
rounded to the nearest pound.
The same accounting policies, presentation and methods of computation are
followed in the interim consolidated financial information as were applied in
the Company's latest annual audited financial statements except for those
stated at 2.1 below or those that relate to new standards and interpretations
effective for the first time for periods beginning on (or after) 1 July 2022
and will be adopted in the 2023 annual financial statements.
A number of new standards, amendments and became effective on 1 July 2022 and
have been adopted by the Group. None of these standards have materially
affected the Group.
Accounting policies applied for the 6-month period ended 31 December 2022
2.1 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Lift
Global Ventures Plc and the Financial Statements of its subsidiary
undertaking, Miriad Limited, made up to 31 December 2022.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Where an entity does not have
returns, the Group's power over the investee is assessed as to whether control
is held. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
Inter-company transactions, balances, income and expenses on transactions
between group companies are eliminated. Profits and losses resulting from
intercompany transactions that are recognised in assets are also eliminated.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
2.2 Intangible Assets
Goodwill arises on the acquisition of subsidiaries and represents the excess
of the consideration transferred and the acquisition date fair value of any
previous equity interest in the acquire over the fair value of the net
identifiable assets, liabilities and contingent liabilities of the acquire.
Goodwill is not amortised however impairment reviews are undertaken annually,
or more frequently if events or changes in circumstances indicate a potential
impairment. The carrying value of goodwill is compared to the recoverable
amount, which is the higher of value in use, discounted to present value using
a discount rate reflective of the time value of money and risks specific to
the business unit. Any impairment is recognised immediately as an expense and
is not subsequently reversed.
For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the cash-generating units, or groups of
cash-generating units. Each unit or group of units to which the goodwill is
allocated represents the lowest level within the entity at which the goodwill
is monitored for internal management purposes. Goodwill is monitored at the
operating segment level.
2.3 Business Combinations
Acquisitions of business are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition‑date fair values of assets
transferred by the Group, liabilities incurred by the Group to the former
owners of the acquiree and the equity interest issued by the Group in exchange
for control of the acquiree. Acquisition‑related costs are recognised in
profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities
assumed are recognised at their fair value at the acquisition date.
Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non‑controlling interests in the acquiree,
and the fair value of the acquirers previously held equity interest in the
acquiree (if any) over the net of the acquisition‑date amounts of the
identifiable assets acquired, and the liabilities assumed. If, after
reassessment, the net of the acquisition‑date amounts of the identifiable
assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non‑controlling interests in the acquiree and
the fair value of the acquirers previously held interest in the acquiree (if
any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
2.4 Fair value through profit and loss equity investments
(i) Classification
Fair value through profit and loss equity investments are classified in this
category if acquired principally for the purpose of trading or selling in the
short term. Investments in this category are classified as current assets if
expected to be settled within 12 months; otherwise, they are classified as
non-current.
(ii) Recognition and Measurement
Regular purchases and sales of fair value through profit and loss equity
investments are recognised on the trade date - the date on which the Group
commits to purchasing or selling the asset. They carried at fair value
through profit or loss is initially recognised at fair value, and transaction
costs are expensed in the Income Statement. They are measured at fair value
using the fair value hierarchy, as disclosed at note 7.
Fair value through profit and loss equity investments are derecognised when
the rights to receive cash flows from the assets have expired or have been
transferred, and the Group has transferred substantially all of the risks and
rewards of ownership.
Gains or losses arising from changes in the fair value of fair value through
profit and loss equity investments at fair value through profit or loss are
presented in the Income Statement within "Other (Losses)/Gains" in the period
in which they arise.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
Segment results, include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
2.6 Revenue
Revenue is measured at the fair value of the consideration received or
receivable, and represent amounts receivable for goods supplied, stated net of
discounts, returns and value added taxes. Under IFRS 15 there is a five-step
approach to revenue recognition which is adopted across all revenue streams.
The process is:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the
contract; and
Step 5: Recognise revenue as and when the entity satisfies the performance
obligation.
Revenue comprises of public relations services provided by Zak Mir. Public
relations services are billed on a monthly or quarterly retainer basis and
comprise of web interviews, posts on social media, articles, podcast
interviews and introduction to contacts. Revenue is recognized evenly over
time on a monthly basis.
3. GOING CONCERN
Management has prepared a forecast and believe that current cash reserves will
adequately cover the working capital requirements of the Company. In addition,
the Company acquired the entire share capital of Miriad Limited on 5 September
2022 which is a revenue generating and profitable entity. The Group has
sufficient cash to cover the working capital requirements of the Group, for a
period of at least 18 months from the period end.
As such, the Directors have a reasonable expectation that the Company has, and
will have access to, adequate resources to continue in operational existence
for the foreseeable future and, therefore, continue to adopt the going concern
basis in preparing the financial statements.
4. EXPENSES BY NATURE
Unaudited Audited
31 December 2022 30 June 2022
£ £
Directors' fees 146,392 112,000
Employers tax contributions and other employment expenses 15,351 4,278
Fees paid to the company's auditor for the audit of the Company financial 50 20,000
statements
Professional, legal and consulting fees 145,613 65,247
PR and marketing 5,825 1,750
Insurance 11,163 4,025
Exchange listing fees 4,928 9,137
IT and software services 1,352 8,754
Rent 245 13,503
Share option expense - 43,664
Expected credit loss provisions 13,667 -
Other expenses 12,323 3,922
Total administrative expenses 356,909 286,280
5. LOSS PER SHARE
Unaudited Audited
31 December 2022 30 June 2022
£ £
Net loss for the year from continued operations attributable to equity (219,520) (474,578)
shareholders
Weighted average number of shares for the period/year 94,215,435 32,126,311
Basic loss per share for continued operations (expressed in pence) (0.23) (1.48)
The number of share options and warrants that could potentially dilute the
loss per share in future periods is 32,814,510 as at 31 December 2022. A
calculation for the diluted loss per share has not been performed as this
would be anti-dilutive.
6. ACQUISITION OF MIRIAD LIMITED
On 5 September 2022, the Company acquired 100% of the issued share capital of
Miriad Limited ("Miriad"). The total consideration payable for the acquisition
consisted of £200,000 in cash and the issue and allotment of 4,166,666
Ordinary Shares at £0.04 per share, for total proceeds of £166,667.
Acquisition costs totaled £1,840 and have been included within the cost of
the investment.
Prior to the acquisition, Mirad was owned and controlled by Zak Mir, a
Director of Company, and his wife.
The following table summarises the consideration paid for Miriad Limited and
the fair values of the assets and equity assumed at the acquisition date.
£
Cash paid for acquisition 200,000
Total proceeds from share issue 166,667
Total consideration 366,667
Acquisition related costs 1,840
Total consideration and acquisition costs 368,507
Recognised assets and liabilities acquired:
Cash and cash equivalents 70,325
Trade and other receivables 58,600
Trade and other payables (59,115)
Total identifiable net assets 69,810
Goodwill 298,696
7. FAIR VALUE THROUGH PROFIT AND LOSS EQUITY INVESTMENTS
£
1 July 2021 -
30 June 2022 -
Additions at cost 49,052
Change in fair value recognised in profit and loss (12,486)
31 December 2022 36,567
Fair value through profit and loss equity investments include the following;
£
Quoted:
Equity securities - United Kingdom 36,567
36,567
The fair value of quoted securities is based on published market prices.
All assets and liabilities for which fair value is measured are categorised
within the fair value hierarchy. The fair value hierarchy prioritises the
inputs to valuation techniques used to measure fair value. The Group uses the
following hierarchy for determining and disclosing the fair value of financial
instruments and other assets and liabilities for which the fair value was
used:
- level 1: quoted prices in active markets for identical
assets or liabilities;
- level 2: inputs other than quoted prices included in level
1 that are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices); and
- level 3: inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
The following tables set forth, by level, equity investments measured at fair
value on a recurring basis as at 31 December 2022:
Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant
Unobservable
(Level 1) Inputs
£ (Level 2)
£ (Level 3)
£
Description
Equity securities 36,567 - -
36,567 - -
8. Share capital
Number of shares Ordinary shares Share premium Total
£ £ £
Issued and fully paid
Issued on incorporation - 13 May 2021 5,000,000 50,000 - 50,000
Issue of new shares - 9 September 2021 29,000,000 290,000 - 290,000
Issue of new shares - 29 April 2022 57,543,334 575,433 1,150,867 1,726,300
Cost of Capital - - (53,110) (53,110)
At 30 June 2022 91,543,334 915,433 1,097,757 2,013,190
Issue of new shares - 5 September 2022 4,166,666 41,667 125,000 166,667
Cost of Capital - - 2,750 2,750
At 31 December 2022 95,710,000 957,100 1,225,507 2,182,607
On 9 September 2021, the Company issued and allotted 29,000,000 new Ordinary
Shares at a price of £0.01 per share for gross proceeds of £290,000.
On 29 April 2022, the Company issued and allotted 57,543,334 new Ordinary
Shares at a price of £0.03 per share for gross proceeds of £1,726,300.
On 5 September 2022, the Company issued and allotted 4,166,666 new Ordinary
Shares at a price of £0.04 per share as partial consideration for the
acquisition of Miriad Limited.
9. EVENTS AFTER THE REPORTING DATE
On 31 January 2023, the Company subscribed for £750,000 of unsecured
convertible loan notes in Trans-Africa Energy Limited.
The Directors of the Company accept responsibility for the contents of this
announcement.
Enquiries:
Lift Global Ventures Plc
Zak Mir, CEO +44 (0)203 745 1865
Optiva Securities (AQSE Corporate Adviser and Broker)
Christian Dennis +44 (0)203 411 1881
Daniel Ingram
For more information please visit: www.liftgv.com (http://www.liftgv.com/)
END
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