REG - RiverFort Global Opp - Half-year Report
30/09/2022 07:01
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RNS Number : 2406B RiverFort Global Opportunities PLC 30 September 2022
RiverFort Global Opportunities plc
("RGO" or the "Company")
Unaudited interim results for the 6 months ended 30 June 2022
RiverFort Global Opportunities plc is pleased to announce its unaudited
interim results for the six months to 30 June 2022.
Highlights
· Total NAV of £11.5 million and NAV per share of 1.46 pence
· Smarttech247 actively progressing its London listing
· Around £1.7 million of cash available for further investment
· Increasing demand for the Company's investment capital
· Declaration of a dividend for 2021 of 0.038p per share, thereby
continuing its track record of dividend payments
Philip Haydn-Slater, Non-Executive Chairman, commented:
"RGO has continued to generate investment income during this period and demand
for its capital is growing against the background of difficult stock market
conditions. The Company has broadly maintained its NAV in the first half of
2022 such that the Company's current share price now represents a 55% discount
to its underlying NAV. Going forward, we believe that the Company has an
attractive portfolio of investments which not only has the scope to achieve
income with downside protection but the significant upside potential to
generate capital gains from appropriate pre-IPO investments. In particular,
Smarttech247 is actively progressing a stock market listing in Q4 2022 which
is expected to generate an attractive return on investment."
Chairman's statement
The analysis of income for the period is set out below:
Half year to 30 June 2022 Year to 31 December 2021
£000 £000
Investment income 417 1,801
Net income from financial instruments at FVTPL (440) 680
Net foreign exchange gains/(losses) on financial instruments 104 (12)
Total investment income 81 2,469
During the period, the Company generated total investment income of £417,000
from its investment portfolio. The Company principally invests by way of
debt and/or equity-linked debt instruments which provides equity upside with
downside protection Investment income is therefore principally generated
from interest, fees, with additional income from equity conversion and
warrants. Net income from financial instruments at FVTPL is derived from
changes in the value of the Company's investment portfolio. An unrealised loss
was recognised for the period due to the decrease in the share price of one of
the Company's investments, Pires Investments plc ("Pires").
The Company's principal investment portfolio categories are summarised below:
Category Cost or valuation at
30 June 2022 (£)
Debt and equity- linked debt investments 5,227,524
Pre IPO investments 2,703,465
Equity and other investments 1,960,469
Cash resources 1,718,844
Total 11,610,302
During the period, the Company has continued to develop its portfolio and, as
at the period end, the value of these investments amounted to £5.2 million.
The portfolio currently includes over 20 companies such as Jubilee Metals plc,
Challenger Exploration Limited, Deepverge plc and Troy Resources Ltd.
The pre-IPO investment category principally comprises the Company's holdings
in Smarttech247 and Pluto Digital plc.
Smarttech247 is a global artificial intelligence-based cyber security cloud
business that protects enterprises from cyber-attacks. Smarttech247 has over
100 technology partners, including IBM and Microsoft, and more than 50 clients
based in Europe and the US. The company has recently won a number of new
clients and has just launched a new MDR product, Vision X. It is also actively
progressing a stock market listing and the likely market valuation is expected
to deliver a significant uplift to RGO's NAV. The value of this holding is
currently held at a cost of €1.4 million.
Pluto Digital is a Web3 technology company with a focus on the Metaverse,
blockchain gaming and NFTs. During the period, Pluto has been working with
Maze Theory Limited ("Maze Theory"), a London-based digital entertainment
studio, with a view to developing high quality games that incorporate token
economics. Pluto is working on a corporate transaction which will include
Emergent Games, a new Web3 gaming studio which is a joint venture with Maze
Theory. A further announcement on the progress of this transaction is expected
in Q4 2022.
As at 30 June 2022, the Company's equity holding in Pluto was valued at circa
£1.3 million based on a price of 6 pence per share, which is the price at
which the company's most recent funding raising took place and the price at
which the corporate transaction with Maze is expected to take place.
The equity and other investments category principally comprises the Company's
holdings in Pires and its warrant portfolio. Pires, is an investment company
listed on AIM that invests in next generation technology companies. Pires
recently announced its interim results which included a significant profit of
circa £1 million and growth in NAV, principally as a result of the increase
in value of one of its investments, Getvisibility. Pires continues to build
a very attractive portfolio of investments.
On 1 June 2022, Tern plc ("Tern") announced a recommended share offer which
valued each share in Pires at 8 pence based on the closing price of Tern
shares on 31 May 2022 and represented a premium of 53.8% to the closing price
of a Pires share on 31 May 2022. In July 2022, the recommended offer for Pires
by Tern plc, whilst being supported by the majority of Pires shareholders
voting both by number of shareholders and number of shares held, was not
approved by the requisite number to effect a scheme of arrangement, and
therefore lapsed.
During the period, the Pires share price decreased by 37% which is the
principal reason for the small reduction in RGO's NAV.
As previously announced, as part of the Company's overall strategy when making
investments, warrants or their equivalent are negotiated which can
significantly increase the level of investment return. However, due to the
inherent volatility associated with this form of instrument, the potential
value of this warrant portfolio is not fully reflected in the Company's net
asset value and a return is only crystallised when the respective warrants are
exercised and resulting shares sold.
The key unaudited performance indicators are set out below:
Performance indicator 30 June 2022 31 December 2021 Change
Investment income £80,705 £2,469,446
Net asset value £11,466,525 £11,748,821 -2.4%
Net asset value - fully diluted per share 1.46p 1.49p -2.2%
Closing share price 0.91p 1.45p -37.2%
Market capitalisation £7,056,000 £11,243,000 -37.2%
The Company has continued to maintain a significant cash balance as at the end
of the period for further investment and enabling the Company to pay a
dividend for 2021 which was declared on 8 July 2021. The gross dividend
amounted to 0.038 pence per share, equivalent to a gross yield of 5.8% at the
current share price.
Philip Haydn-Slater
Non-Executive Chairman
29 September 2022
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
For more information, please contact:
RiverFort Global Opportunities
plc:
+44 (0) 20 3368 8978
Philip Haydn-Slater, Non-Executive Chairman
Nicholas Lee, Investment Director
Nominated Adviser:
Beaumont
Cornish
+44 (0) 20 7628 3396
Roland Cornish/Felicity Geidt
Joint Broker:
+44 (0) 20 7601 6100
Shard Partners LLP
Damon Heath/Erik Woolgar
Joint
Broker:
+44 (0)
20 7562 3351
Peterhouse Capital Limited
Lucy Williams
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Unaudited Unaudited Audited
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2021
2022 2021
£ £ £
Investment income 417,476 909,485 1,801,432
Net (loss)/gain from financial instruments at FVTPL (440,460) 1,115,767 680,286
Foreign exchange gains/(losses) on financial 103,689 (12,160) (12,272)
instruments
Total income 80,705 2,013,092 2,469,446
Administration expenses (170,371) (226,296) (715,195)
Investment advisory fees (214,879) (367,357) (593,990)
Exchange translation gains/(losses) 22,249 (38,836) (120,249)
(Loss)/profit before taxation (282,296) 1,380,603 1,040,012
Taxation - - -
(Loss)/profit for the period and total comprehensive (expense)/income (282,296) 1,380,603 1,040,012
Basic (loss)/earnings per share
Continuing and total operations (0.04p) 0.20p 0.14p
Fully diluted (loss)/earnings per share
Continuing and total operations (0.04p) 0.20p 0.14p
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Called up Share premium Share options reserve
share account Retained Total
capital earnings equity
£ £ £ £ £
Balance at 67,893 - - 9,172,043 9,239,936
1 January 2021
Profit for the year and total comprehensive income - - - 1,040,012 1,040,012
Share issue 9,647 1,568,353 - - 1,578,000
Grant of share options - - 201,034 - 201,034
Dividend payment - - - (310,161) (310,161)
Balance at 77,540 1,568,353 201,034 9,901,894 11,748,821
31 December 2021
Loss for the period and total comprehensive expense - - - (282,296) (282,296)
Balance at 77,540 1,568,353 201,034 9,619,598 11,466,525
30 June 2022
UNAUDITED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
Unaudited Unaudited Audited
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2021
2022 2021
£ £ £
ASSETS
Non-current investments
Financial asset investments 7,434,772 8,608,261 8,105,633
Total non-current assets 7,434,772 8,608,261 8,105,633
Current assets
Financial asset investments 2,456,686 2,987,433 2,966,515
Trade and other receivables 299,102 174,305 317,539
Cash and cash equivalents 1,718,844 1,919,017 2,012,483
Total current assets 4,474,632 5,080,755 5,296,537
Total assets 11,909,404 13,689,016 13,402,170
LIABILITIES
Current liabilities
Trade and other payables 442,879 1,490,477 1,653,349
Total current liabilities 442,879 1,490,477 1,653,349
Net assets 11,466,525 12,198,539 11,748,821
EQUITY
Share capital 77,540 77,540 77,540
Share premium account 1,568,353 1,568,353 1,568,353
Share options reserve 201,034 - 201,034
Retained earnings 9,619,598 10,552,646 9,901,894
Total equity 11,466,525 12,198,539 11,748,821
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Unaudited Unaudited Audited
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2021
2022 2021
£ £ £
Cash flows from operating activities
Investment income received 43,938 999,097 1,195,653
Operating expenses paid (244,386) (674,447) (1,091,429)
Net cash (outflow)/inflow from operating activities (200,448) 324,650 104,224
Cash flows from investing activities
Purchase of investments (2,807,144) (6,369,758) (9,618,440)
Proceeds from disposal of investments 27,316 472,664 493,332
Debt instrument repayments 2,582,948 1,878,765 5,730,944
Net cash used in investing activities (196,880) (4,018,329) (3,394,164)
FINANCING ACTIVITIES
Net proceeds from share issues - 1,578,000 1,578,000
Dividend payment - - (310,161)
Net cash from financing activities - 1,578,000 1,267,839
Net decrease in cash and cash equivalents (397,328) (2,115,679) (2,022,101)
Cash and cash equivalents at beginning of period 2,012,483 4,046,856 4,046,856
Effect of foreign currency exchange on cash 103,689 (12,160) (12,272)
Cash and cash equivalents at end of period 1,718,844 1,919,017 2,012,483
NOTES TO THE INTERIM REPORT
1. The financial information set out in this interim report
does not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The group's statutory financial statements for the
period ended 31 December 2021, prepared under International Financial
Reporting Standards (IFRS), have been filed with the Registrar of Companies.
The auditor's report on those financial statements was unqualified and did not
contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The interim financial information has been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) and on the same basis and using the same accounting policies
as used in the financial statements for the year ended 31 December 2021. The
interim financial statements have not been audited or reviewed in accordance
with the International Standard on Review Engagement 2410 issued by the
Auditing Practices Board.
The financial statements have been prepared on a going concern basis under the
historical cost convention.
The Directors believe that the going concern basis is appropriate for the
preparation of the financial statements as the Company is in a position to
meet all its liabilities as they fall due.
2. Earnings per share
Earnings per share is calculated by dividing the profit/(loss) attributable to
equity shareholders by the weighted average number of shares in issue.
Six months ended Six months ended
30 June 30 June Year ended
2022 2021 31 December
(unaudited) (unaudited) 2021
(audited)
(£282,296) £1,380,603 £1,040,012
(Loss)/profit from continuing and total operations
Weighted average number of shares in the period for basic earnings 741,044,800
775,404,187 706,115,920
Weighted average number of shares in the period for fully diluted earnings 751,278,700
775,404,187 706,115,920
Basic and fully diluted (loss)/earnings per share:
Basic (loss)/earnings per share from continuing and total operations (0.04p) 0.20p 0.14p
Fully diluted (loss)/earnings per share from continuing and total operations (0.04p) 0.20p 0.14p
For the current period exercise of the outstanding warrants would be
anti-dilutive for earnings per share, so the weighted average number of shares
in issue is the same for both basic and fully diluted earnings per share
calculations.
3. Copies of the interim report can be obtained from: The
Company Secretary, RiverFort Global Opportunities plc, Suite 39, 18 High
Street, High Wycombe, Buckinghamshire, HP10 8NJ and are available to view and
download from the Company's website : www.riverfortglobalopportunities.com
(http://www.riverfortglobalopportunities.com)
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