RCS - All Active Asset Cap - Interim Results
31/01/2022 08:05
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RNS Number : 0632A All Active Asset Capital Limited 31 January 2022
31 January 2022
All Active Asset Capital Limited
('All Active Asset Capital', 'AAA' or 'the Company')
Unaudited Interim Results for the six months ended 30 June 2021
All Active Asset Capital announces its unaudited interim results for the six
months ended 30 June 2021.
Highlights of the six months ended 30 June 2021
- February: appointment of Colin McQuade as a Non-Executive
Director
- March: initial exercise of AAQUA B.V. ('AAQUA') option, being
6,000 shares at a cost of €5m
- June: proposed placing to raise £120m
- June: proposed agreement to acquire at least 75% of Sentiance
N.V.
- June: proposed cancellation of trading on AIM
- At period end, AAA had net assets of £16,277,104 (2020:
£2,606,077) and cash of £3,040,463 (2020: £nil)
Highlights of the period since 30 June 2021
- July: cancellation of trading on AIM
- July: announcement of intention to re-list AAA shares on an
international stock exchange
- October: placing of 356.25m AAA shares to acquire 95,000 AQUAA
shares
- December: completion of acquisition of MESH Holdings plc for
292m AAA shares, giving AAA an aggregate 25.3% shareholding in Sentiance
- December: AAA secured a new €240 million primary investment
option to subscribe for up to 60,000 AAQUA shares at €4,000 per share over
the next two years
- At 31 December 2021, AAA owned 185,917 AAQUA shares, or 32.5%,
of AAQUA's existing issued share capital.
Copies of the interim results for the six months to 30 June 2021 are available
on the Company's website, www.aaacap.com (http://www.aaacap.com/) .
For further information:
All Active Asset Capital Limited
James Normand, Non-Executive Chairman
Rodger Sargent, Executive Director
www.aaacap.com (http://www.aaacap.com/)
Buchanan (Financial PR)
Richard Oldworth / Chris Lane / Toto Berger
T: +44 (0) 207 466 5000
E: AAAC@buchanan.uk.com (mailto:AAAC@buchanan.uk.com)
ALL ACTIVE ASSET CAPITAL LIMITED
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2021
CHAIRMAN'S STATEMENT
I am pleased to report the results of All Active Asset Capital Limited ('the
Company' or 'AAA') for the six months ended 30 June 2021.
Business Review
During the six months ended 30 June 2021, a key transaction for AAA was the
part exercise in March 2021 of the €125 million option AAA held over AAQUA
B.V. ('AAQUA') equity, at €1,000 per share. AAA paid €5 million for 6,000
new AAQUA shares, with the initial €1,000,000 grant fee previously paid to
enter into the option being converted into an on account payment for the
shares.
In June 2021, the Company announced the proposed cancellation of trading of
its equity on London's Alternative Investment Market ('AIM'), as the Directors
believed AAA had a far greater opportunity to generate significant incremental
value for shareholders on an alternative international exchange. The delisting
completed post period end on 30 July 2021. The Directors are now in the course
of consulting with advisers to determine the most efficient and effective
route to achieve a new listing for AAA as soon as practicable.
Also in June 2021, AAA announced a proposed placing of £12 million and a
proposed conditional placing of £108 million. The proposed conditional
placing was conditional upon commercial matters including the passing of all
resolutions at an extraordinary general meeting of the Company .
AAA also announced that it was proposing to enter into new conditional
agreements with MESH Holdings plc ('MESH') and AAQUA regarding the purchase of
Sentiance N.V. ('Sentiance'), under which the benefit and burden of an
existing purchase agreement would be transferred to AAA. Under this and
associated agreements, AAA would issue 500 million new AAA ordinary shares to
MESH, or as MESH directed. Upon completion of these new agreements, AAA would
own at least 75% of the equity of Sentiance, with the balance owned by AAQUA.
During the period 17,843,750 warrants were exercised, raising net proceeds of
£2,602,500 for the Company.
Financial Results
During the six months ended 30 June 2021 the Company incurred a net operating
loss of £352,357 (2020: net loss of £220,463). The loss was attributable
to administrative expenses incurred by the Company.
As at 30 June 2021, AAA had net assets of £16,277,104 (2020: £2,606,077),
including assets held for resale and loans of £13,292,550
(2020: £1,569,710), and cash of £3,040,463 (2020: £nil).
Board changes
We were delighted to welcome Colin McQuade to the board as a Non-Executive
Director in February 2021. Colin has brought a wealth of technology expertise
to AAA, having previously been Chief Technology Officer for BGL Group, the
owner of comparethemarket.com, also having held senior roles at Barclays, Sky,
AOL, Orange and Yahoo!.
Post period end events
In July 2021, the £12 million placing referred to above was increased to £15
million and resulted in the issue of 18.75 million new shares at 80p per
share, satisfied by the transfer to AAA of 17,650 AAQUA shares.
In September 2021, AAA completed a €5,000,000 cash equity investment in
Sentiance. Additionally, AAA and MESH agreed terms for the acquisition of MESH
by AAA, by way of a Scheme of Arrangement, the consideration being a
share-for-share swap of one new AAA share for every existing MESH share. The
acquisition was approved by the Court and by MESH shareholders and completed
on 29 November 2021. The acquisition of MESH gave AAA an aggregate direct and
indirect 25.3% shareholding in Sentiance.
ALL ACTIVE ASSET CAPITAL LIMITED
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2021
CHAIRMAN'S STATEMENT (continued)
In December 2021, the proposed conditional placing referred to above was
completed and significantly expanded through the issue of 356,250,000 new AAA
shares at 80p per share, which was satisfied by the transfer to AAA of 95,000
AAQUA shares. In addition, various other tranches of new and existing AAAQUA
shares were acquired through the issue of AAA shares, giving AAA a total of
185,917 AAQUA shares, or 32.5% of AAQUA's existing issued share capital. AAA
also secured a new €240 million primary investment option allowing it to
subscribe for up to an additional 60,000 AAQUA shares at €4,000 per share,
which can be exercised in whole or in part over the next two years.
Significant progress continues to be made on various liquidity options for AAA
and its shareholders. Updates will be given as soon as further progress is
made.
James Normand
Non-executive Chairman
31 January 2022
ALL ACTIVE ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2021
Six months ended
30 June
2021 2020
(Unaudited) (Unaudited)
Notes £ £
Administrative expenses (438,015) (220,575)
Operating loss before taxation (438,015) (220,575)
Interest income 85,658 112
Loss before interest and taxation (352,357) (220,463)
Taxation - -
Loss for the period attributable to the owners of the Company (352,357) (220,463)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange profit on translation of foreign assets - 33,209
Total comprehensive expense for the period (352,357) (187,254)
Loss per share
Basic loss per ordinary share 3 (0.03p) (0.04p)
Notes 1 to 6 below form an integral part of these financial statements.
ALL ACTIVE ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
30 June 2021 30 June 2020
(Unaudited) (Unaudited)
Notes £ £
ASSETS
Non-current assets
Loans 4 3,285,134 -
Current assets
Assets held for resale (stated at fair value) 5 10,007,416 1,569,710
Prepayments 30,506 35,716
Deposits and other receivables 102,189 1,219,044
Cash and bank balances 3,040,463 -
Total current assets 13,180,574 1,254,760
Total assets 16,465,708 2,824,470
CAPITAL AND RESERVES
Share capital 6 19,316,331 8,699,644
Reserves (3,039,227) (6,093,567)
Total equity 16,277,104 2,606,077
LIABILITIES
Current liabilities
Other payables and accruals 188,604 218,393
Total equity and liabilities 16,465,708 2,824,470
Approved and authorised for issue by the board of directors on 31 January
2022.
Notes 1 to 6 below form an integral part of these financial statements.
ALL ACTIVE ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2021
Share capital Exchange reserve Warrant valuation reserve Accumulated losses Total
£ £ £ £
At 1 January 2021 16,713,831 - 5,219,750 (7,906,620) 14,026,961
Total comprehensive expense for the period - - - (352,357) (352,357)
Issue of shares in the period 2,602,500 - - - 2,602,500
At 30 June 2021 19,316,331 - 5,219,750 (8,258,977) 16,277,104
At 1 January 2020 6,392,944 346,646 - (6,252,959) 486,631
Total comprehensive expense for the period - 33,209 - (220,463) (187,254)
Issue of shares in the period 2,306,700 - - - 2,306,700
At 30 June 2020 8,699,644 379,855 - (6,473,422) 2,606,077
The warrant valuation reserve will be re-evaluated for the full year financial
statements. It is not the Company's practice to undertake this exercise for
the interim financial statements.
Notes 1 to 6 below form an integral part of these financial statements.
ALL ACTIVE ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2021
Six months ended 30 June
2021 2020
(Unaudited) (Unaudited)
Notes £ £
Operating activities
Loss before interest and taxation (438,015) (220,575)
(Increase) in prepayments (7,531) (14,912)
(Increase) in deposits and other receivables (69,628) (1,101,841)
Increase in accruals and other payables 36,661 86,516
Cash used in operations (478,513) (1,250,812)
Interest received 85,657 112
Net cash used in operating activities (392,856) (1,250,700)
Financing activities
Net proceeds of shares issued for cash 2,602,500 1,250,700
Investment activities
Purchase of equity investments (8,628,880) -
Sale of equity investments 100,000 -
(8,528,880) -
Net (decrease) in cash (6,319,236) 0
Cash at beginning of the period 5 9,359,699 0
Cash at end of the period 5 3,040,463 0
Notes 1 to 6 below form an integral part of these financial statements.
ALL ACTIVE ASSET CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2021
1. GENERAL INFORMATION
All Active Asset Capital Limited (the 'Company') is a technology investing
company incorporated in the British Virgin Islands on 14 September 2012 with
its registered office located at Commerce House, Wickhams Cay 1, P.O. Box
3140, Road Town, Tortola, British Virgin Islands. The ordinary shares of the
Company were admitted to trading on the AIM market of the London Stock
Exchange on 2 May 2013. The shares ceased to be traded on AIM on 30 July 2021.
The principal activity of the Company is to make investments in accordance
with its investing policy.
The interim financial information relating to the six months ended 30 June
2021 is unaudited and does not constitute statutory accounts.
2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS ('IFRSs')
Statement of compliance
These condensed consolidated financial statements have been prepared in
accordance with International Accounting Standard ('IAS') 34, Interim
financial reporting, issued by the International Accounting Standards Board
("IASB"), and the applicable disclosure provisions of the AIM Rules for
Companies issued by the London Stock Exchange. The interim financial
information is presented in Great British Pounds ('£').
In the current interim period, the Group has applied, for the first time, the
following new amendments to IFRSs, which are mandatorily effective for the
annual period beginning on or after 1 January 2020 for the preparation of the
Group's condensed consolidated financial statements:
Amendments to IFRS 3
Definition of a business
Amendments to IFRS
16 Covid-19 related rent
concessions
The adoption of the amendments to IFRSs in the current period has had no
material effect on the Group's financial performance and positions for the
current and prior years and/or the disclosures set out in these interim
condensed consolidated financial statements.
The preparation of condensed consolidated financial statements in conformity
with IAS 34 requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets and
liabilities, income and expenses on a year to date basis. Actual results may
differ from these estimates.
This interim financial information contains condensed consolidated financial
statements and explanatory notes. The notes include an explanation of events
and transactions that are significant to an understanding of the changes in
financial position and performance of the Group since the annual financial
statements for the year ended 31 December 2020. The interim condensed
consolidated financial statements and notes thereon do not include all of the
information required for a full set of financial statements prepared in
accordance with International Financial Reporting Standards.
ALL ACTIVE ASSET CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2021 (CONTINUED)
3. LOSS PER SHARE
Basic loss per share
The calculation of basic loss per share is based on the loss for the period
attributable to shareholders of £352,357 (2020: loss of £220,591) divided
by the weighted average number of 1,022,971,728 (2020: 520,630,987) ordinary
shares in issue during the period.
Diluted loss per share
Because the exercise or conversion of any potential shares increases the
number of shares in the denominator, the calculation of a diluted loss per
share results in a lower loss per share. The potential shares are
anti-dilutive and therefore the diluted loss per share is in effect the same
as the undiluted loss per share. Accordingly, a hypothetical diluted loss
per share has not been calculated and is not shown.
4. LOANS
In 2020 the Company advanced an aggregate €3,650,000 (£3,292,604)
convertible loan to Mesh Holdings plc ('MESH'). The loan is repayable on 22
November 2022, if not converted before then into MESH ordinary shares at 40
pence per share (at the discretion of All Active Asset Capital Limited). The
loan bears interest at 5% per annum, payable on repayment, and is secured by a
first charge over MESH's shares in Sentiance NV. At the year-end exchange
rate, the sterling equivalent of net present value of the loans and interest
thereon, discounted at 5% p.a., was £3,285,133, being the directors' estimate
of the fair value of the loan. It is not the Company's practice to undertake
a full revaluation exercise at the half year. The directors have no reason to
believe that the value of the loan at 30 June 2021 was materially different
from that at 31 December 2020.
5. ASSETS HELD FOR RESALE
30 June 30 June
2021 2020
(Unaudited) (Unaudited)
£ £
Investments relating to listed equity securities (Level 1)
Asimilar Group plc ordinary shares 366,000 1,056,000
Investments in instruments associated with listed equity securities (Level 2)
Asimilar Group plc warrants and options 103,445 -
Unlisted equity securities (Level 3)
Myanmar Allure Group Company Limited - 513,710
Aaqua B.V. 5,227,626 -
Sentiance N.V. 4,310 345 -
10,007,416 1,569,710
The unlisted equity securities held at 31 December 2020 were measured at fair
value as at that date and are classified via Level 3 fair value measurement.
Fair value was estimated using the Discounted Cash Flow method and is more
fully explained in note 13(a) to the 2020 audited financial statements.
ALL ACTIVE ASSET CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2021 (CONTINUED)
5. ASSETS HELD FOR RESALE (continued)
Acquisitions of unlisted equity securities made during the period are shown at
cost. It is not the Company's practice to undertake a full revaluation
exercise at the half year. The directors have no reason to believe that the
value at 30 June 2021 of the investments held at 31 December 2020 or acquired
in the six month period ended 30 June 2021 were materially different from
their value at 31 December 2020 or subsequent acquisition cost respectively.
6. SHARE CAPITAL
30 June 30 June
2021 2020
(Unaudited) (Unaudited)
£ £
Issued
1,029,398,988 (30 June 2020: 774,076,072) ordinary shares of no par value 19,316,331 8,699,644
Warrants to subscribe for 17,843,750 shares in the Company were exercised
during the period, resulting in net proceeds for the Company of £2,602,500.
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