RNS Number : 1406N
Thalassa Holdings Limited
28 September 2021
28 September 2021
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa", "THAL" or the "Company")
Interim Results for the period ended 30 June 2021
GROUP RESULTS 1H 2021 versus 1H 2020
Net financial income / (expense)
($0.01)m vs. $2.39m
Group Net Profit/(Loss) for the period
($1.12m) vs. $0.61m
Group Earnings/(Loss) Per Share (both basic and diluted)*1
($0.14)/(£0.10) vs. $0.04/£0.03
Reported Book value per share*2
$1.84/£1.33 vs. $1.85/£1.50
Net Cash
$1.9m vs. $6.8m
Portfolio Holdings and available for sale investments
$10.9m vs. $13.5m
*1 based on weighted average number of shares in issue of 7,945,838 (1H20: 15,138,558)
*2 based on actual number of shares in issue as at 30 June 2021 of 7,945,838
ARL
· Focus on further continued development of Flying Node towards commercialisation
· Efforts to monetise investment through commercial collaboration, third party funding or business combination in progress
id4
· Software development completed and commercialisation and monetisation of investment now primary objectives
London Medical Laboratory ("LML")
· As announced on 17 September 2021, Thalassa exited from its LML commitment due to unforeseen circumstances.
· LML had not availed itself of the Thalassa facility and Thalassa was, therefore, not due any interest.
· Tim Donell, the Company's CFO remains on the Board of LML.
Investor Enquiries:
Thalassa Holdings Ltd
Duncan Soukup, Chairman +33 (0)6 78 63 26 89
www.thalassaholdingsltd.com
Note to Editors: Thalassa Holdings Ltd, incorporated and registered in the BVI, is a holding company with various interests across a number of industries.
CHAIRMAN'S STATEMENT
I am happy to present the unaudited interim accounts for the six months to 30 June 2021.
The stock market merry-go-round continues…except in China.
US and European stock markets continue to climb and hit new highs. These markets through the end of August 2021 are up between 10% (Spain) and 26% (Sweden). At the other end of the spectrum, China has declined by 7.64% since the beginning of the year and by ±17% from its February high.
Rotation out of technology into more cyclical companies has been the main theme recently. in an environment of continued Covid-19 uncertainty, this strikes us as possibly wishful thinking. Covid is not going away in a hurry and with the summer holidays about to end, it will be interesting to see whether a fourth wave disrupts the burgeoning economic recovery. Whilst stock market investors are clearly split, the Fed remains clearly cautious…on the fence!
OPERATIONS
Given the divestiture of ALNA and AMOI, the Board's primary focus is to bring costs in line with the Company's reduced capital base whilst at the same time creating value for shareholders.
ANEMOI (AMOI LN)
Investors will be aware that AMOI shares have been suspended pending further announcements on a potential Reverse Take Over (RTO).
APEIRON
Apeiron is a Swiss registered Company set up to acquire partial or full control of FinTech/RegTech companies. The Company's first transaction was the recently announced acquisition of id4.
AUTONOMOUS ROBOTICS (ARL)
Progress has continued with the development of the Flying Node concept.
The company is continuing to investigate opportunities to increase shareholder value including but not only the possibility of a merger or sale of the business.
ALINA (ALNA LN)
Having completed its plan to transfer the Company to the Standard List and change the Company's investment objectives from a Real Estate Investment Trust (REIT) to an operating company, the Board is now focused on the acquisition of assets to enhance shareholder value. To this end the Company recently announced the acquisition of 2.7% of Dolphin Capital Investors (DCI LN). On 21 July 2021, DCI issued a fact sheet stating that as of Q4 2020, NAV was 16p. NAV has been calculated as a going concern, which somewhat contradicts the reality of the situation, namely that DCI is in liquidation. In the Board's experience there is usually a substantial mismatch between a going concern valuation and a company in liquidation. Whether the ultimate value of DCI shares, in liquidation, lies North of the current market price of 4.2p but South of the stated 16p NAV remains to be seen. We would be happy were DCI to achieve 8p, for a gain in excess of 100% or ecstatic if the new DCI Board achieved 12p which would give ALNA a better than 200% return on investment. Given DCI's current market price, it would appear that Mr Market, does not believe that 16p is achievable!?
OUTLOOK
I would repeat my statement from last year, "at some point Govt. support will be withdrawn and we will, as Mr Buffett puts it…find out who has been swimming naked when the tide goes out."
The big question your board is asking itself, is not will the US Federal Reserve reduce bond buying but how quickly will they increase interest rates. Our current view is that the Fed is more concerned with Employment than inflation and not in a hurry to raise interest rates. Having said that, input price inflation is running substantially ahead of FED targets and if wage inflation follows suit the FED will be faced with a real problem…allow inflation to overshoot or combat inflation and risk harming the economic recovery and job growth. In the meantime the only game in town is the stock market!
Your Board is in the same camp as the FED and believes that deflationary risks are as great as inflationary risks. In other words, we remain cautious and would like to see the porridge cooked before serving and eating.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R;
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
Duncan Soukup
Chairman
Thalassa Holdings Ltd
20 September 2021
Interim Condensed Consolidated Statement of Income
For the six months ended 30 June 2021
Profit/(loss) for the year from continuing operations
(1,119,087)
610,914
1,661,293
Discontinued Operations
Profit/(loss) for the year from discontinued operations
-
-
(868,303)
Gain on disposal of subsidiary
-
-
121,891
Profit/(loss) for the year
(1,119,087)
610,914
914,881
Attributable to:
Equity shareholders of the parent
(1,060,345)
688,859
765,725
Non-controlling interest
(58,742)
(77,945)
149,156
(1,119,087)
610,914
914,881
Earnings per share - US$ (using weighted average number of shares)
Basic and Diluted
3
(0.14)
0.04
0.06
Interim Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2021
Six months
Six months
Year
ended
ended
ended
30 Jun 21
30 Jun 20
31 Dec 20
Unaudited
Unaudited
Audited
$
$
$
Loss for the financial year
(1,119,087)
610,914
914,881
Other comprehensive income:
Exchange differences on re-translating foreign operations
(154,358)
(618,630)
(332,954)
Total comprehensive income
(1,273,445)
(7,716)
581,927
Attributable to:
Equity shareholders of the parent
(1,214,703)
117,333
432,771
Non-Controlling interest
(58,742)
(125,049)
149,156
Total Comprehensive income
(1,273,445)
(7,716)
581,927
Interim Condensed Consolidated Statement of Financial Position
As at 30 June 2021
As at
As at
As at
30 Jun 21
30 Jun 20
31 Dec 20
Note
Unaudited
Unaudited
Audited
Assets
$
$
$
Non-current assets
Goodwill
4
204,724
204,724
204,724
Intangible assets
4
1,384,344
577,497
948,739
Investment properties
-
3,868,782
-
Property, plant and equipment
5
1,021,373
63,448
418,656
Available for sale financial assets
6
2,471,603
5,341,353
1,934,068
Loans
7
8,424,958
8,216,085
7,606,077
Total non-current assets
13,507,002
18,271,889
11,112,264
Assets Held for Sale
-
407,031
-
Current assets
Trade and other receivables
800,380
2,421,232
680,443
Cash and cash equivalents
8,438,006
12,891,696
9,712,779
Total current assets
9,238,386
15,312,928
10,393,222
Liabilities
Current liabilities
Trade and other payables
959,263
1,469,036
1,044,721
Short term debt
8
74,060
-
-
Borrowings
8
6,504,958
6,183,066
4,706,981
Total current liabilities
7,538,281
7,652,102
5,751,702
Net current assets
1,700,105
7,660,826
4,641,520
Non-current liabilities
Long term debt
8
611,741
472,041
39,331
Total non-current liabilities
611,741
472,041
39,331
Net assets
14,595,366
25,867,705
15,714,453
Shareholders' Equity
Share capital
10
208,522
255,675
208,522
Share premium
36,714,225
45,416,298
36,714,225
Treasury shares
(11,414,289)
(10,216,218)
(11,414,289)
Other reserves
260,603
(179,431)
106,245
Non-Controlling Interest
(225,667)
503,624
(166,925)
Retained earnings
(10,948,028)
(9,912,243)
(9,733,325)
Total shareholders' equity
14,595,366
25,867,705
15,714,453
Total equity
14,595,366
25,867,705
15,714,453
Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2021
As at
As at
As at
30 Jun 21
30 Jun 20
31 Dec 20
Unaudited
Unaudited
Audited
Notes
$
$
$
Cash flows from operating activities
Profit/Loss for the period before taxation
(1,117,928)
611,908
(3,199,699)
Impairment losses on goodwill
-
-
-
(Increase)/decrease in trade and other receivables
(105,342)
(1,528,300)
123,388
(Decrease)/increase in trade and other payables
(98,618)
174,903
78,171
Loss/(gain) on disposal of PPE
-
-
-
Gain/(loss) on disposal of AFS investments
88,130
(2,162,700)
1,907,391
Net exchange differences
(153,833)
(618,630)
1,379,322
Accrued interest income
(237,392)
(37,231)
-
Depreciation
5
87,818
9,268
47,771
Share of losses of associate/gain on disposal
-
-
(701,165)
Fair value movement on AFS financial assets
(581,487)
226,778
1,290,219
Cash generated by operations
(2,118,652)
(3,324,004)
925,398
Taxation
(2,775)
-
109,303
Net cash flow used in operating activities
(2,121,427)
(3,324,004)
1,034,701
Net cash flow from discontinued operations
-
-
(563,302)
Sale/(purchase) of property, plant and equipment
(25,927)
(1,551)
(390,971)
Sale/(purchase) of intangible assets
(435,592)
(420,072)
(775,273)
Sale/(purchase) of investment property
-
157,175
3,725,261
Net (purchase)/sale of AFS financial assets
(625,663)
1,396,019
(2,608,009)
Investments in subsidiaries
-
(6,385,349)
(8,150,392)
Net cash flow used in investing activities - continuing operations
(1,087,182)
(5,253,778)
(8,199,384)
Proceeds from disposal of Alina Holdings PLC
-
-
121,891
Net cash flow from investing activities - discontinued operations
-
-
121,891
Cash flows from financing activities
Purchase of treasury shares
-
(1,525,753)
(2,723,824)
Leasing Liabilities
(30,969)
-
39,331
Interest Expense
(24,404)
-
-
Proceeds from borrowings
1,834,851
(1,021,720)
212,343
Repayment of borrowings
-
-
(3,007,076)
Net cash flow from financing activities - continuing operations
1,779,478
(2,547,473)
(5,479,226)
Net cash flow from financing activities - discontinued operations
-
-
(468,856)
-
Net decrease in cash and cash equivalents
(1,429,131)
(11,125,255)
(13,554,176)
Cash and cash equivalents at the start of the year
9,712,779
24,198,744
24,198,744
Effects of exchange rate changes on cash and cash equivalents
154,358
(181,793)
(931,789)
Cash and cash equivalents at the end of the year
8,438,006
12,891,696
9,712,779
Interim Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2021
Attributable to owners of the Company
Non-
Total
Share
Share
Treasury
Other
Retained
controlling
Shareholders
Capital
Premium
Shares
Reserves
Earnings
Total
Interest
Equity
$
$
$
$
$
$
$
$
Balance as at 31 December 2019
255,675
45,416,298
(8,690,465)
439,199
(10,648,206)
26,772,501
628,673
27,401,174
Purchase of treasury shares
-
-
(1,525,753)
-
-
(1,525,753)
-
(1,525,753)
Total comprehensive income for the period
-
-
-
(618,630)
735,963
117,333
(125,049)
(7,716)
Balance as at 30 June 2020
255,675
45,416,298
(10,216,218)
(179,431)
(9,912,243)
25,364,081
503,624
25,867,705
Redemption of Capital
(47,153)
(8,702,073)
-
-
-
(8,749,226)
-
(8,749,226)
Purchase of treasury shares
-
-
(1,198,071)
-
-
(1,198,071)
-
(1,198,071)
Disposal of subsidiary with NCI
-
-
-
-
89,072
89,072
(396,344)
(307,272)
Total comprehensive income for the period
-
-
-
285,676
89,846
375,522
(274,205)
101,317
Balance as at 31 December 2020
208,522
36,714,225
(11,414,289)
106,245
(9,733,325)
15,881,378
(166,925)
15,714,453
-
-
-
-
-
-
-
-
Forex adjustment on bought forwards
-
-
-
-
-
-
-
-
Total comprehensive income for the period
-
-
-
154,358
(1,214,703)
(1,060,345)
(58,742)
(1,119,087)
Balance as at 30 June 2021
208,522
36,714,225
(11,414,289)
260,603
(10,948,028)
14,821,033
(225,667)
14,595,366
Notes to the Interim Condensed Consolidated Financial Information
1. General information
Thalassa Holdings Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 26 September 2007. The Company is a holding company with various interests across a number of industries.
Autonomous Robotics Limited ("ARL" - formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an Autonomous Underwater Vehicle ("AUV") research and development company.
Apeiron Holdings (BVI) Ltd is a BVI registered company and is wholly owned by Thalassa. It owns 100% of Apeiron Holdings AG which is a company registered in Switzerland. In 2019 Apeiron Holdings AG completed the acquisition of 84% of id4, a FinTech company also registered in Switzerland.
WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa which has an additional subsidiary, WGP Group AT GmbH, both currently non-operational.
2. Significant Accounting policies
The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.
The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at and for the period ended 31 December 2020 except as detailed below.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
2.1. Basis of preparation
The condensed consolidated interim financial information for the six months ended 30 June 2021 has been prepared in accordance with International Accounting Standard No. 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2020.
These condensed interim financial statements for the six months ended 30 June 2021 and 30 June 2020 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2020 are extracted from the 2020 audited financial statements. The independent auditor's report on the 2020 financial statements was not qualified.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
2.2. Going concern
The financial information has been prepared on the going concern basis as management consider that the Group has sufficient cash to fund its current commitments for the foreseeable future.
Notes to the Interim Condensed Consolidated Financial Information Continued
3. Earnings per share
Six months
Six months
Year
ended
ended
ended
30 Jun 21
30 Jun 20
31 Dec 20
Unaudited
Unaudited
Audited
The calculation of earnings per share is based on the following loss and number of shares:
Profit/(loss) for the period
(1,119,087)
610,914
914,881
Weighted average number of shares of the Company
7,945,838
15,138,558
14,139,629
Earnings per share:
Basic and Diluted (US$)
(0.14)
0.04
0.06
4. Intangible assets
Development
costs
Patents
Software
Sub-total
Goodwill
Total
$
$
$
$
$
$
At 31 December 2020
Cost
838,147
110,592
-
948,739
361,909
1,310,648
Accumulated amortisation and impairment
-
-
-
-
(157,185)
(157,185)
Net book amount
838,147
110,592
-
948,739
204,724
1,153,463
Half-year ended 30 June 2021
Opening net book amount
838,147
110,592
-
948,739
204,724
1,153,463
FX movement
(6,088)
1,504
-
(4,584)
-
(4,584)
832,059
112,096
-
944,155
204,724
1,148,879
Additions
372,157
37,596
30,436
440,189
-
440,189
Amortisation charge
-
-
-
-
-
-
Closing net book amount
1,204,216
149,692
30,436
1,384,344
204,724
1,589,068
At 30 June 2021
Cost
1,204,216
149,692
30,436
1,384,344
361,909
1,746,253
Accumulated amortisation and impairment
-
-
-
-
(157,185)
(157,185)
Net book amount
1,204,216
149,692
30,436
1,384,344
204,724
1,589,068
The intangible assets held by the Group increased as a result of capitalising the development costs of Autonomous Robotics Ltd ("ARL") and id4 AG, alongside the introduction of a new ERP system within the Group.
Notes to the Interim Condensed Consolidated Financial Information Continued
5. Property, plant and equipment
Plant
Land and
and
Motor
Total
buildings
Equipment
Vehicles
Cost
$
$
$
$
Cost at 1 January 2021
784,149
75,829
187,937
520,383
FX movement
5,709
1,032
(378)
5,055
789,858
76,861
187,559
525,438
Additions
685,454
664,237
980
20,237
Cost at 30 June 2020
1,475,312
741,098
188,539
545,675
Depreciation
Depreciation at 1 January 2021
365,494
25,277
160,405
179,812
FX movement
693
344
215
134
366,187
25,621
160,620
179,946
Charge for the year on continuing operations
87,818
37,184
3,237
47,397
Foreign exchange effect on year end translation
(66)
(27)
(3)
(36)
Depreciation at 30 June 2021
453,939
62,778
163,855
227,307
Closing net book value at 30 June 2021
1,021,373
678,320
24,685
318,368
Additions relate to the office lease taken out in Aperion Holdings AG, with a corresponding liability in note 10. Depreciation differs to the Income Statement due to forex translation.
6. Investments - Available For Sale Financial Assets
The Group classifies the following financial assets at fair value through profit or loss (FVPL):-
Equity investments that are held for trading
As at
As at
As at
30 Jun 21
30 Jun 20
31 Dec 20
Unaudited
Unaudited
Audited
$
$
$
Available for sale investments
At the beginning of the period
1,934,068
4,801,450
4,801,450
Additions
4,462,197
19,589,204
28,983,183
Unrealised gain/(losses)
41,095
(370,754)
214,956
Disposals
(3,965,757)
(18,678,547)
(32,065,521)
At period close
2,471,603
5,341,353
1,934,068
AFS investments have been valued incorporating Level 1 inputs in accordance with IFRS7.
Notes to the Interim Condensed Consolidated Financial Information Continued
7. Investment Loans
As at
As at
As at
30 Jun 21
30 Jun 20
31 Dec 20
Unaudited
Unaudited
Audited
$
$
$
Loans at period open
1,746,866
1,695,302
1,695,302
Accrued interest - to be waived
26,368
25,589
51,564
Loans at period close
1,773,234
1,720,891
1,746,866
Portfolio Holdings at period open
5,859,211
-
-
Issued
448,362
6,495,194
10,661,053
Accrued interest - to be waived
217,278
-
90,245
Repaid
-
-
(6,538,704)
Forex
70,565
-
578,810
Fair Value Adjustment
56,308
-
1,067,808
Portfolio holdings at period close
6,651,724
6,495,194
5,859,211
Total of loans and holdings
8,424,958
8,216,085
7,606,077
The Loan is to the THAL Discretionary Trust, the terms of the loan are set with a 0% interest rate however interest has been accrued at 3% as per IFRS requirements, it is the intention of the Company to waive this interest upon repayment of the capital.
The portfolio holdings increased through further drawdown of convertible loan notes to Anemoi International Ltd and the issuance of a convertible loan note from the Group company Apeiron AG to Janzz Technologies of CHF200,000.
8. Borrowings
As at
As at
As at
30 Jun 21
30 Jun 20
31 Dec 20
Unaudited
Unaudited
Audited
Non-current liabilities
$
$
$
Credit facility
-
-
Lease liabilities
611,741
472,041
39,330
611,741
472,041
39,330
Current liabilities
Credit facility
6,504,958
6,148,339
4,694,511
Lease liabilities
74,060
34,727
12,470
6,579,018
6,183,066
4,706,981
The credit facilities outstanding as at 30 Jun 2021 consist of fixed term advances opened on 28 Jun 2021 for £4.4m and opened on 7 Jun 2021 for €300k, both advances were settled by 31 Jul 2021 and new credit facilities opened.
The lease liabilities comprise of amounts owed in relation to office leases held by ARL and Aperion AG. The lease held by Aperion Holdings AG was entered in to in Feb 2021.
Notes to the Interim Condensed Consolidated Financial Information Continued
9. Related party balances and transactions
Under the consultancy and administrative services agreement entered into on 30 August 2014 with a company in which the Chairman has a beneficial interest, the Group accrued $335,000 (1H20:$264,000) for consultancy and administrative services provided to the Group. At 30 June 2021 the amount owed to this company was $200,000 (1H20: $63,287).
10. Share capital
As at
As at
30 Jun 2021
31 Dec 2020
$
$
Authorised share capital:
100,000,000 ordinary shares of $0.01 each
1,000,000
1,000,000
Allotted, issued and fully paid:
20,852,359 ordinary shares of $0.01 each
208,522
208,522
11. Subsequent events
In July 2021 the Board entered into non-legally binding heads of terms with Anemoi International Ltd and one of its investee companies, id4 AG which set out the key terms for the proposed acquisition of the entire issued share capital of id4 by Anemoi.
In July 2021, the loan to Janzz Technologies of CHF 200,000, as held by the subsidiary Apeiron AG, converted in to equity equal to 133,333 ordinary shares.
12. Copies of the Interim Report
The interim report is available on the Company's website: www.thalassaholdingsltd.com.
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