REG - RiverFort Global Opp - Interim Results

Riverfort Global OpportunitiesAnnouncement

23/09/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240923:nRSW1354Fa&default-theme=true

RNS Number : 1354F  RiverFort Global Opportunities PLC  23 September 2024

For immediate release

23 September 2024

 

RiverFort Global Opportunities plc

 

("RGO" or the "Company")

 

 

Unaudited interim results for the 6 months ended 30 June 2024

 

RiverFort Global Opportunities plc is pleased to announce its unaudited
interim results for the six months to 30 June 2024.

 

Chairman's Statement

Highlights

·      Successful redemption of the Company's debt and equity linked
portfolio for cash

·      Total NAV of £4.7 million as at 30 June 2024

·     NAV per share of 0.60 pence, principally represented by cash,
compared to the pre suspension price of   0.22 pence per share in March 2024

·     Profitable partial realisation of the Company's investment in
Smarttech247 Group plc ("Smarttech247").

·      Cash balance of around £2.9 million

·   Currently pursuing an opportunity to become a listed operating company
in the wellness sector and generate additional value for stakeholders

 

Philip Haydn-Slater, Non-Executive Chairman, commented:

"As explained in the Company's full year results for the year to 31 December
2023, the Board has been conscious that small investment companies listed on
AIM have become increasingly less attractive to investors and that the
Company's share price had continued to trade at a significant discount to its
underlying net asset value.

 

In early 2024, it was decided to redeem part of its outstanding debt and
equity linked portfolio in order to generate cash. An opportunity was then
identified where, subject to shareholder approval, RGO would become a focused
operating business by acquiring the trading assets of S-Ventures plc ("SVEN"),
a company listed on the AQSE Growth Market and active in the wellness sector,
for circa £3.5 million in new shares in RGO ("RTO").

 

The Board believes that the proposed acquisition represents an exciting
opportunity and would enable RGO to become an operating business with
attractive potential for growth and the creation of shareholder value.  RGO
would bring additional funding to SVEN's operations and provide them with an
AIM listing and better access to capital.  Going forward, the enlarged group
would continue to improve its existing businesses, taking advantage of
economies of scale and consolidation of infrastructure to support their
growth.  At the same time, the Board believes that there are a number of
interesting acquisition opportunities available which would benefit from the
team's expertise and existing infrastructure and enable the enlarged group to
further scale its operations.

 

Since then, the RTO process has been advancing which has included due
diligence by the Company on SVEN, the 2023 audit of SVEN and related work.
All advisers are actively engaged, the RTO process is ongoing and expected to
complete in Q4 2024. Meanwhile, trading in our shares remains suspended on AIM
and we look forward to updating the market further as the RTO process
progresses."

 

 

Review of activities

 

The analysis of income for the period is set out below:

 

                                                       Half year to 30 June 2023  Year to 31 December 2023
                                                       £000                       £000
 Investment income                                     75                         391
 Net income from financial instruments at FVTPL        (381)                      (4,673)
 Net foreign exchange losses on financial instruments  (7)                        (45)

 Total investment income                               (313)                      (4,327)

 

Historically investment income was principally generated from interest and
fees, with additional income from equity conversion and warrants.  During the
current period, the Company generated a lower level of total investment income
from its investment portfolio as a significant proportion of this portfolio
was redeemed.  Net income from financial instruments at FVTPL is derived from
changes in the value of the Company's investment portfolio.  During the
period, this figure principally comprised the reduction in the value of the
Company's remaining equity holdings offset by the gain on the part disposal of
the Company's holding in Smarttech247. In the prior period, this figure
comprised the losses from the debt and equity linked portfolio that has since
been redeemed. The Company's principal investment portfolio categories are
summarised below:

 

 Category                                  Cost or valuation at  Cost or valuation at

                                           30 June 2024          31 December 2023

                                            £000                 £000
 Debt and equity- linked debt investments  1,000                 2,150
 Pre IPO investments                       200                   200
 Equity and other investments              710                   2,005
 Cash resources                            2,901                 1,062

 Total                                     4,811                 5,417

 

 

The debt and equity- linked debt investments category has reduced as a result
of the redemption of certain of these investments during the period, offset by
the new £1 million loan made to SVEN.

 

The equity and other investments category, principally comprises the Company's
holdings in Smarttech247 and Mindflair plc (formerly Pires Investments plc).
 The overall value of these investments has decreased due to a reduction  in
their share prices during the period and the profitable disposal of over half
of the Company's holding in Smarttech247.

 

The key unaudited performance indicators are set out below:

 Performance indicator                      30 June      31 December 2023  Change

                                             2024
 Investment income                          £75,361      £391,151
 Net asset value                            £4,672,085   £5,245,196        -10.9%
 Net asset value - fully diluted per share  0.60p        0.68p             -10.9%
 Closing share price                        0.22p        0.39p             -43.6%
 Market capitalisation                      £1,706,000   £3,024,000        -43.6%

 

Note: Market capitalisation as at 30 June 2024 is based on the pre suspension
price of 0.22 pence per share.

There has been a small reduction in the Company's overall net asset position
during the period due to a reduction in the value of its equity investments
and a lower level of investment income, partially offset by the profitable
disposal of part of the investment in Smarttech247 and lower administration
and advisory costs.  As referred to above, the Company has continued to grow
its cash balance during the period and is now well positioned to fund its
investment strategy going forward.

 

 

Philip Haydn-Slater

Non-Executive Chairman

23 September 2024

 

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 Capital Partners LLP

Damon Heath/Erik Woolgar

 

Joint
Broker:
+44 (0) 20 7562 3351

Peterhouse Capital Limited

Lucy Williams

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                                                      Unaudited  Unaudited  Audited

                                                      6 months   6 months   Year ended

                                                      ended      ended      31 December

                                                      30 June    30 June    2023

                                                      2024        2023
                                                      £          £          £

 Investment income                                    75,361     215,035    391,151

 Net loss from financial instruments at FVTPL         (381,767)  (140,753)  (4,672,874)

 Foreign exchange losses on financial instruments     (6,764)    (106,529)  (45,154)

 Total income                                         (313,170)  (32,247)   (4,326,877)

 Administration expenses                              (258,244)  (173,245)  (365,715)

 Investment advisory fees                             -          (151,565)  (624,243)

 Exchange translation losses                          (1,697)    (65,725)   (25,707)

 Loss before taxation                                 (573,111)  (422,782)  (5,342,542)

 Taxation                                             -          -          -

 Loss for the period and total comprehensive expense  (573,111)  (422,782)  (5,342,542)

 Basic loss per share
 Continuing and total operations                      (0.07p)    (0.05p)    (0.69p)

 Fully diluted loss per share
 Continuing and total operations                      (0.07p)    (0.05p)    (0.69p)

 

 

UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

 

                              Unaudited  Unaudited   Audited

                              6 months   6 months    Year ended

                              ended      ended       31 December

                              30 June    30 June     2023

                              2024        2023
                              £          £           £

 ASSETS
 Non-current investments
 Financial asset investments  1,910,081  5,545,225   2,205,372
 Total non-current assets     1,910,081  5,545,225   2,205,372
 Current assets
 Financial asset investments  -          1,280,498   2,150,000
 Trade and other receivables  65,623     1,444,766   729,347
 Cash and cash equivalents    2,901,477  2,419,917   1,062,338
 Total current assets         2,967,100  5,145,181   3,941,685

 Total assets                 4,877,181  10,690,406  6,147,057

 LIABILITIES
 Current liabilities
 Trade and other payables     205,096    525,450     901,861
 Total current liabilities    205,096    525,450     901,861

 Net assets                   4,672,085  10,164,956  5,245,196

 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     201,034
 Retained earnings            2,825,158  8,318,029   3,398,269

 Total equity                 4,672,085  10,164,956  5,245,196

 

UNAUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                                                      Called up    Share premium  Share options reserve

                                                       share       account                               Retained     Total

                                                        capital                                          earnings     equity
                                                      £            £              £                      £            £

 Balance at                                           77,540       1,568,353      201,034                8,740,811    10,587,738

 1 January 2023
 Loss for the year and total comprehensive expense    -            -              -                      (5,342,542)  (5,342,542)

 Balance at                                           77,540       1,568,353      201,034                3,398,269    5,245,196

 31 December 2023
 Loss for the period and total comprehensive expense  -            -              -                      (573,111)    (573,111)

 Balance at                                           77,540       1,568,353      201,034                2,825,158    4,672,085

 30 June 2024

 

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

 

                                                           Unaudited    Unaudited  Audited

                                                           6 months     6 months   Year ended

                                                           ended        ended      31 December

                                                           30 June      30 June    2023

                                                            2024        2023
                                                           £            £          £
 CASH FLOWS FROM OPERATING ACTIVITIES
 Loss before taxation                                      (573,111)    (422,782)  (5,342,542)
 Adjustments for:
 Profit on disposal of trading investments                 (157,760)    -          -
 Fair value loss on trading investments                    539,527      140,753    4,672,874
 Foreign exchange losses on other financial instruments    6,764        106,529    45,154
 Operating cash flow before working capital changes        (184,580)    (175,500)  (624,514)
 Decrease in trade and other receivables                   663,724      410,104    1,125,523
 (Decrease)/Increase in trade and other payables           (696,765)    194,489    570,901
 NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES       (217,621)    429,093    1,071,910
 INVESTING ACTIVITIES
 Purchase of investments                                   (1,000,000)  -          (3,690,590)
 Disposal of investments                                   913,524      -          -
 Debt instrument repayments                                2,150,000    1,076,840  2,768,037
 NET CASH GENERATED FROM/(USED IN) INVESTING ACTIVITIES    2,063,524    1,076,840  (922,553)
 NET INCREASE IN CASH AND CASH EQUIVALENTS                 1,845,903    1,505,933  149,357
 Cash and cash equivalents at the beginning of the period  1,062,338    958,135    958,135
 Effect of foreign currency exchange on cash               (6,764)      (44,151)   (45,154)
 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD        2,901,477    2,419,917  1,062,338

 

 

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 2023, 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 2023. 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

                                                                               2024              2023              31 December

                                                                               (unaudited)       (unaudited)        2023

                                                                                                                   (audited)
                                                                               (£573,111)        (£422,782)        (£5,342,542)

 (Loss)/profit from continuing and total operations
 Weighted average number of shares in the period for basic earnings

                                                                               775,404,187       775,404,187       775,404,187
 Weighted average number of shares in the period for fully diluted earnings

                                                                               775,404,187       775,404,187       775,404,187

 Basic and fully diluted (loss)/earnings per share:
 Basic (loss)/earnings per share from continuing and total operations          (0.07p)           (0.05p)           (0.69)p
 Fully diluted (loss)/earnings per share from continuing and total operations  (0.07p)           (0.05p)           (0.69)p
 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)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR BIGDCXGDDGSB